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As filed with the Securities and Exchange Commission
on March 9, 2000
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Registration No. 333-90341
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. __ [x] Post-Effective Amendment No. 1
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WARBURG, PINCUS GLOBAL POST-VENTURE CAPITAL FUND, INC.
(Exact Name of Registrant as Specified in Charter)
Area Code and Telephone Number: (212) 878-0600
466 Lexington Avenue
New York, New York 10017-3147
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(Address of Principal Executive Offices) (Zip code)
Hal Liebes, Esq.
Warburg, Pincus Global Post-Venture Capital Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
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(Name and Address of Agent for Service)
copies to:
Rose F. DiMartino, Esq.
and
John H. Kim, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
Approximate date of proposed public offering: It is proposed that this filing
will become effective immediately upon filing pursuant to paragraph (b).
Title of Securities Being Registered: Common Stock, $.001 par value per share.
Registrant has registered an indefinite amount of securities pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended; accordingly, no fee
is payable herewith in reliance upon Section 24(f).
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The Prospectus/Proxy and Statement of Additional Information are
incorporated by reference to Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-14 filed on November 18, 1999 (File No. 333-90341).
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PART C
OTHER INFORMATION
Item 15. Indemnification -- The response to this item is incorporated by
reference to "Plan of Reorganization" under the caption
"Information About the Reorganization" and to "Liability of
Directors" under the caption "Information on Shareholders' Rights"
in Part A of this Registration Statement.
Item 16. Exhibits
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(1)(a) Registrant's Articles of Incorporation are incorporated by
reference to the Registration Statement on Form N-1A filed on July
19, 1996.
(1)(b) Registrant's Articles Supplementary are incorporated by reference
to the Registration Statement on Form N-1A filed on February 21,
1997.
(1)(c) Registrant's Articles of Amendment are incorporated by reference to
the Registration Statement on Form N-1A filed on February 21, 1997.
(2)(a) By-Laws of the Registrant are incorporated by reference to the
Registration Statement on Form N-1A filed on July 19, 1996.
(2)(b) Amendment to the By-Laws is incorporated by reference to the
Registration Statement on Form N-1A filed on February 23, 1998.
(3) Not Applicable.
(4) Form of Plan of Reorganization (included as Exhibit A to
Registrant's Prospectus/Proxy Statement contained in Part A of this
Registration Statement).
(5) Not Applicable.
(6)(a) Form of Investment Advisory Agreement is incorporated by reference
to the Registration Statement on Form N-14 filed on November 4,
1999.
(6)(b) Form of Sub-Investment Advisory Agreement is incorporated by
reference to the Registration Statement on Form N-14 filed on
November 4, 1999.
(7) Not Applicable.
(8) Not Applicable.
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(9)(a) Form of Custodian Services Agreement with PFPC Trust Company is
incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in
Post-Effective Amendment No. 10 to the Registration Statement on
Form N-1A of Warburg, Pincus Trust filed on April 16, 1999
(Securities Act File No. 33-58125).
(9)(b) Form of Custodian Agreement with State Street Bank & Trust Company
is incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit to the
Registration Statement on Form N-14 of the Warburg, Pincus Managed
EAFE(R)Countries Fund, Inc. filed on November 5, 1997 (Securities
Act File No. 333-39611).
(10)(a) Distribution Plan pursuant to Rule 12b-1 under the 1940 Act is
incorporated by reference to the Registration Statement on Form
N-14 filed on November 4, 1999.
(10)(b) Distribution Agreement is incorporated by reference to the
Registration Statement on Form N-14 filed on November 4, 1999.
(10)(c) Shareholder Servicing and Distribution Plan is incorporated by
reference to the Registration Statement on Form N-14 filed on
November 4, 1999.
(10)(d) Form of 18f-3 Plan is incorporated by reference to the Registration
Statement on Form N-14 filed on November 4, 1999.
(11)(a) Opinion and Consent of Willkie Farr & Gallagher, counsel to
Registrant, with respect to validity of shares is incorporated by
reference to the Registration Statement on Form N-14 filed on
November 4, 1999.
(11)(b) Opinion of Venable, Baetjer and Howard, L.L.P., Maryland counsel to
Registrant, with respect to validity of shares. incorporated by
reference to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed on September 20, 1996.
(12) Opinion and Consent of Willkie Farr & Gallagher with respect to tax
matters.
(13)(a) Form of Transfer Agency Agreement is incorporated by reference;
material provisions of this exhibit substantially similar to those
of the corresponding exhibit in Pre-Effective Amendment No. 1 to
the Registration Statement on Form N-1A of Warburg, Pincus Trust
filed on June 14, 1995 (Securities Act File No. 33-58125).
(13)(b) Forms of Co-Administration Agreements is incorporated by reference
to the Registration Statement on Form N-1A filed on July 19, 1996.
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(13)(c) Form of Co-Administration Agreement with Credit Suisse Asset
Management Securities, Inc. is incorporated by reference to the
Registration Statement on Form N-14 filed on November 4, 1999.
(14) Consent of PricewaterhouseCoopers LLP is incorporated by reference
to the Registration Statement on Form N-14 filed on November 4,
1999.
(15) Not Applicable.
(16) Powers of Attorney is incorporated by reference to the Registration
Statement on Form N-14 filed on November 4, 1999.
(17)(a) Form of Proxy Card is incorporated by reference to the
Pre-Effective Amendment No. 1 to the Registration Statement on Form
N-14 filed on November 18, 1999.
(17)(b) Registrant's declaration pursuant to Rule 24f-2 is incorporated by
reference to the Registration Statement on Form N-1A.
Item 17. Undertakings
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(1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of a
prospectus which is a part of this Registration Statement by any
person or party who is deemed to be an underwriter within the
meaning of Rule 145(c) of the Securities Act [17 CFR 230.145c], the
reoffering prospectus will contain the information called for by
the applicable registration form for reofferings by persons who may
be deemed underwriters, in addition to the information called for
by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as a part of an
amendment to the Registration Statement and will not be used until
the amendment is effective, and that, in determining any liability
under the Securities Act of 1933, as amended, each post-effective
amendment shall be deemed to be a new registration statement for
the securities offered therein, and the offering of the securities
at that time shall be deemed to be the initial bona fide offering
of them.
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SIGNATURES
As required by the Securities Act of 1933, as amended, this
Registration Statement has been signed on behalf of the registrant, in the City
of New York and State of New York, on the 9th day of March, 2000.
Warburg, Pincus Global Post-Venture Capital Fund, Inc.
By: /s/ Eugene L. Podsiadlo
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Name: Eugene L. Podsiadlo
Title: President
As required by the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ William W. Priest Chairman of the March 9, 2000
- --------------------------------- Board of Directors
William W. Priest
/s/ Eugene L. Podsiadlo President March 9, 2000
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Eugene L. Podsiadlo
/s/ Michael A. Pignataro Treasurer and Chief March 9, 2000
- --------------------------------- Financial Officer
Michael A. Pignataro
/s/ Richard H. Francis Director March 9, 2000
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Richard H. Francis
/s/ Jack W. Fritz Director March 9, 2000
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Jack W. Fritz
/s/ James S. Pasman, Jr. Director March 9, 2000
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James S. Pasman, Jr.
/s/ Steven N. Rappaport Director March 9, 2000
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Steven N. Rappaport
/s/ Alexander B. Trowbridge Director March 9, 2000
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Alexander B. Trowbridge
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EXHIBIT INDEX
Exhibit
Number Description Page
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12 Opinion and Consent of Willkie Farr & Gallagher with
respect to tax matters.
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February 25, 2000
Warburg, Pincus Global Post-Venture Capital Fund, Inc.
466 Lexington Avenue
New York, New York 10017
Warburg, Pincus Post-Venture Capital Fund, Inc.
466 Lexington Avenue
New York, New York 10017
Ladies and Gentlemen:
You have asked us for our opinion concerning certain federal income tax
consequences to (a) Warburg, Pincus Post-Venture Capital Fund, Inc., a Maryland
corporation (the "Fund"), (b) Warburg, Pincus Global Post-Venture Capital Fund,
Inc., a Maryland corporation (the "Global Fund"), and (c) holders of shares of
common stock in the Fund ("Fund Shareholders") when Fund Shareholders receive
shares of Common and/or Advisor stock of the Global Fund (the "Global Fund
Shares") in exchange for their interests in the Fund pursuant to an acquisition
by the Global Fund of all or substantially all of the assets of the Fund in
exchange for the Global Fund Shares and the assumption by the Global Fund of
liabilities of the Fund (the "Acquisition"), all pursuant to that certain
Agreement and Plan of Reorganization (the "Plan"), dated as of December 1, 1999
and amended as of January 27, 2000, between and among the Fund, the Global Fund,
and solely for purposes of Section 9.2 thereof, Credit Suisse Asset Management,
LLC.
We have reviewed such documents and materials as we have considered necessary
for the purpose of rendering this opinion. In reviewing this opinion, we have
assumed that such documents as yet unexecuted will, when executed, conform in
all material respects to the proposed forms of such documents that we have
examined. In addition, we have assumed the genuineness of all signatures, the
capacity of each party executing a document to so execute that document,
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the authenticity of all documents submitted to us as originals and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies.
We have made inquiry as to the underlying facts which we considered to be
relevant to the conclusions set forth in this letter. The opinions expressed in
this letter are based upon certain factual statements relating to the Fund and
the Global Fund set forth in the Registration Statement on Form N-14 (the
"Global Fund Registration Statement") filed by the Global Fund with the
Securities and Exchange Commission and representations made in letters from the
Fund and the Global Fund addressed to us for our use in rendering this opinion.
We have no reason to believe that these representations and facts are not valid,
but we have not attempted to verify independently any of these representations
and facts, and this opinion is based upon the assumption that each of them is
accurate. Capitalized terms used herein and not otherwise defined shall have the
meaning given them in the Registration Statement.
The conclusions expressed herein are based upon the Internal Revenue Code of
1986, as amended (the "Code"), Treasury regulations issued thereunder, published
rulings and procedures of the Internal Revenue Service and judicial decisions,
all as in effect on the date of this letter.
Based upon the foregoing, we are of the opinion that for federal income tax
purposes:
(a) the transfer of all or substantially all of the Fund's assets in
exchange for the Global Fund Shares and the assumption by the Global
Fund of the liabilities of the Fund, and the distribution of such
Global Fund Shares to shareholders of the Fund in exchange for their
shares of the Fund, will constitute a "reorganization" within the
meaning of Section 368(a)(1)(D) of the Code, and the Global Fund and
the Fund are each a "party to a reorganization" within the meaning
of Section 368(b) of the Code;
(b) no gain or loss will be recognized by the Global Fund on the receipt
of the assets of the Fund in
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exchange for the Global Fund Shares and the assumption by the Global
Fund of liabilities of the Fund;
(c) no gain or loss will be recognized by the Fund upon the transfer of
the Fund's assets to the Global Fund in exchange for the Global Fund
Shares and the assumption by the Global Fund of liabilities of the
Fund or upon the distribution (whether actual or constructive) of
the Global Fund Shares to the Fund's shareholders in exchange for
their shares of the Fund;
(d) no gain or loss will be recognized by shareholders of the Fund upon
the exchange of their Fund shares for the Global Fund Shares or upon
the assumption by the Global Fund of liabilities of the Fund;
(e) the aggregate tax basis for the Global Fund Shares received by each
of the Fund's shareholders pursuant to the Acquisition will be the
same as the aggregate tax basis of the Fund Shares held by such
shareholder immediately prior to the Acquisition, and the holding
period of the Global Fund Shares to be received by each Fund
Shareholder will include the period during which the Fund shares
exchanged therefor were held by such shareholder (provided that the
Fund shares were held as capital assets on the date of the
Acquisition); and
(f) the tax basis of the Fund's assets acquired by the Global Fund will
be the same as the tax basis of such assets to the Fund immediately
prior to the Acquisition, and the holding period of the assets of
the Fund in the hands of the Global Fund will include the period
during which those assets were held by the Fund.
Very truly yours,
/s/Willkie Farr & Gallagher
