<PAGE>1
As filed with the U.S. Securities and Exchange Commission
on December 30, 1996
Securities Act File No. 333-15453
Investment Company Act File No. 811-07909
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [x]
Pre-Effective Amendment No.2 [x]
Post-Effective Amendment No.__ [ ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940 [x]
Amendment No. 2 [x]
(Check appropriate box or boxes)
Warburg, Pincus Small Company Growth Fund, Inc.
.......................................
(Exact Name of Registrant as Specified in Charter)
466 Lexington Avenue
New York, New York 10017-3147
......................................................................
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 878-0600
Mr. Eugene P. Grace
Warburg, Pincus Small Company Growth Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
......................................
(Name and Address of Agent for Service)
Copy to:
Rose F. DiMartino, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022-4677
<PAGE>2
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Proposed
Title of Proposed Maximum
Securities Maximum Aggregate
Being Amount Being Offering Offering Amount of
Registered Registered Price per Price Registrat
Unit ion Fee
- ----------- ------------- ----------- ------------ --------------
Shares of
common
stock, $.001
par value
per share Indefinite* Indefinite* Indefinite* $0
______________________________________
* An indefinite number of shares of common stock of the Registrant is
being registered by this Registration Statement pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended (the "1940 Act").
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended (the "1933 Act"), or
until the Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>1
WARBURG, PINCUS SMALL COMPANY GROWTH FUND, INC.
FORM N-1A
CROSS REFERENCE SHEET
____________________________
Part A
Item No. Prospectus Heading
- -------- ------------------
1. Cover Page...................................... Cover Page
2. Synopsis........................................ The Fund's Expenses
3. Condensed Financial Information................. Not Applicable
4. General Description of
Registrant.................................... Cover Page; Investment
Objective and
Policies; Risk Factors
and Special
Considerations and
Certain Investment
Strategies; Investment
Guidelines; General
Information
5. Management of the Fund.......................... Management of the Fund
6. Capital Stock and Other
Securities.................................... General Information
7. Purchase of Securities Being
Offered How to Purchase Shares;
Management of the Fund;
Net Asset Value
8. Redemption or Repurchase........................ How to Redeem and
Exchange Shares
9. Pending Legal Proceedings....................... Not applicable
<PAGE>2
Part B Heading in Statement
Item No. of Additional Information
- -------- -------------------------
10. Cover Page...................................... Cover Page
11. Table of Contents............................... Contents
12. General Information and History................. Management of the Fund
13. Investment Objectives
and Policies.................................. Investment Objective;
Investment Policies
14. Management of the Registrant.................... Management of the Fund
15. Control Persons and Principal
Holders of Securities......................... Management of the Fund;
See Prospectus--
"Management of the Fund"
16. Investment Advisory and
Other Services................................ Management of the Fund;
See Prospectus--
"Management of the Fund"
17. Brokerage Allocation
and Other Practices........................... Investment Policies --
Portfolio Transactions;
See Prospectus--
"Portfolio Transactions
and Turnover Rate"
18. Capital Stock and Other
Securities.................................... Management of the Fund--
Organization of the Fund;
See Prospectus-
"General Information"
19. Purchase, Redemption and Pricing
of Securities Being Offered................... Additional Purchase and
Redemption Information;
See Prospectus-"How to
Open an Account," "How to
Purchase Shares," "How to
Redeem and Exchange
Shares," "Net Asset
Value"
<PAGE>3
Part B Heading in Statement
Item No. of Additional Information
- -------- -------------------------
20. Tax Status...................................... Additional Information
Concerning Taxes; See
Prospectus--"Dividends,
Distributions and Taxes"
21. Underwriters.................................... Investment Policies--
Portfolio
Transactions; See
Prospectus--
"Management of the Fund"
22. Calculation of Performance Data................. Determination of
Performance
23. Financial Statements............................ Statement of Assets and
Liabilities; Report of
Coopers & Lybrand,
L.L.P., Independent
Accountants
Part C
- ------
Information required to be included in Part C is set forth after the appropriate
item, so numbered, in Part C to this Registration Statement.
<PAGE>
The Common Share Prospectus and Advisor Share Prospectus are incorporated by
reference in their entirety to Pre-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-1A, filed on December 16, 1996.
The Statement of Additional Information is incorporated by reference to its
entirety, except for the Statement of Assets and Liabilities, to Pre-Effective
Amendment No. 1 to the Registrant's Registration Statement on Form N-1A, filed
on December 16, 1996.
<PAGE>1
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Directors
of Warburg, Pincus Small Company Growth Fund, Inc.
We have audited the accompanying Statement of Assets and Liabilities of
Warburg, Pincus Small Company Growth Fund, Inc. (the "Fund") as of December
12, 1996. This financial statement is the responsibility of the Fund's
management. Our responsibility is to express an opinion on this financial
statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the financial position of Warburg, Pincus Small Company
Growth Fund, Inc. as of December 12, 1996 in conformity with generally
accepted accounting principles.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
December 16, 1996
<PAGE>1
WARBURG, PINCUS SMALL COMPANY GROWTH FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
as of December 12, 1996
<TABLE>
<CAPTION>
<S> <C> <C>
Assets:
Cash $100,000
Deferred Organizational Costs 19,072
Deferred Offering Costs 117,105
-------
Total Assets 236,177
Liabilities:
Accrued Organizational Costs 19,072
Accrued Offering Costs 117,105
-------
Total Liabilities 136,177
-------
Net Assets 100,000
=======
Net Asset Value, Redemption and Offering Price Per
Share (three billion shares authorized, consisting of 1
billion Common Shares and 1 billion Advisor Shares -
$.001 per share designated) applicable to $10.00
10,000 Common Shares. ======
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>1
WARBURG, PINCUS SMALL COMPANY GROWTH FUND, INC.
Notes to Financial Statement
December 12, 1996
1. Organization:
Warburg, Pincus Small Company Growth Fund, Inc. (the "Fund") was
incorporated on October 31, 1996 under the laws of the State of
Maryland. The Fund is registered under the Investment Company Act of
1940, as amended, as an open-end management investment company. The
Fund's charter authorizes its Board of Directors to issue three
billion full and fractional shares of capital stock, $.001 par value per
share, of which one billion shares are designated Common Shares and one
billion shares are designated Advisor Shares. Common Shares bear fees of .25%
of average daily net asset value pursuant to a 12b-1 distribution plan.
Advisor Shares bear fees not to exceed .75% of average daily net asset
value pursuant to a 12b-1 distribution plan. The assets of each class
are segregated, and a shareholder's interest is limited to the class in
which shares are held. The Fund has not commenced operations except
those related to organizational matters and the sale of 10,000 Common
Shares (the "Initial Shares") to Warburg, Pincus Counsellors,
Inc., the Fund's investment adviser (the "Adviser"), on December 12, 1996.
2. Organizational Costs, Offering Costs and Transactions with Affiliates:
Organizational costs have been capitalized by the Fund and are being amortized
over sixty months commencing with operations. In the event any of the Initial
Shares of the Fund are redeemed by any holder thereof during the period that
the Fund is amortizing its organizational costs, the redemption proceeds
payable to the holder thereof by the Fund will be reduced by unamortized
organizational costs in the same ratio as the number of Initial Shares
being redeemed bears to the number of Initial Shares outstanding at the time
of redemption. Offering costs, including initial registration costs, have been
deferred and will be charged to expense during the fund's first year of
operation.
Certain officers and a director of the Fund are also officers and a director
of the Adviser. These officers and director are paid no fees by the Fund for
serving as an officer or director of the Fund.
<PAGE>C-1
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements --
(1) Financial Statements included in Part B.
(a) Report of Coopers & Lybrand L.L.P., Independent Accountants
(b) Statement of Net Assets and Liabilities
(b) Exhibits:
Exhibit No. Description of Exhibit
- ----------- ----------------------
1 Articles of Incorporation.*
2 By-Laws*
3 Not applicable.
4 Registrant's Forms of Stock Certificates.**
5 Investment Advisory Agreement.**
6 Distribution Agreement.**
7 Not applicable.
8(a) Custodian Agreement with PNC Bank, National
Association.**
(b) Custodian Agreement with Fiduciary Trust
International.**
9(a) Transfer Agency and Service Agreement.**
(b) Co-Administration Agreement with Counsellors Funds
Service, Inc.**
_________________________
* Incorporated by reference to the corresponding exhibit in the Fund's
Registration Statement on Form N-1A filed on November 4, 1996 (Securities
Act No. 333-15453).
** Incorporated by reference to the Registrant's Pre-Effective Amendment No. 1
to its Registration Statement on Form N-1A filed with the Securities and
Exchange Commission on December 16, 1996 (Securities Act File No. 333-
15453).
<PAGE>C-2
(c) Co-Administration Agreement with PFPC Inc.**
10(a) Opinion of Willkie Farr & Gallagher, counsel to the
Fund.**
(b) Consent of Willkie Farr & Gallagher, counsel to the
Fund.
(c) Opinion and Consent of Venable, Baetjer and Howard,
LLP, Maryland counsel to the Fund.**
11 Consent of Coopers & Lybrand L.L.P., Independent
Accountants.
12 Not applicable.
13 Purchase Agreement.**
14 Not applicable.
15(a) Shareholder Servicing and
Distribution Plan.**
(b) Distribution Plan.**
16 Schedule for Computation of Total Return
Performance Quotation.***
17 Financial Data Schedule.***
_____________________
*** To be filed by amendment.
Item 25. Persons Controlled by or Under Common Control
with Registrant
---------------------------------------------
All of the outstanding shares of common stock of Registrant on
the date Registrant's Registration Statement becomes effective will be owned by
Warburg, Pincus Counsellors, Inc. ("Warburg"), a corporation formed under New
York law.
Item 26. Number of Holders of Securities
-------------------------------
It is anticipated that Warburg will hold all Registrant's shares of
common stock, par value $.001 per share, on the date Registrant's Registration
Statement becomes effective.
Item 27. Indemnification
---------------
Registrant, officers and directors of Warburg, of Counsellors
Securities Inc. ("Counsellors Securities") and of Registrant are covered by
insurance policies indemnifying them for liability incurred in connection with
the operation of Registrant. These policies provide insurance for any "Wrongful
Act" of an officer, director or trustee. Wrongful Act is defined as breach of
duty, neglect, error, misstatement, misleading
<PAGE>C-3
statement, omission or other act done or wrongfully attempted by an officer,
director or trustee in connection with the operation of Registrant. Insurance
coverage does not extend to (a) conflicts of interest or gain in fact any profit
or advantage to which one is not legally entitled, (b) intentional
non-compliance with any statute or regulation or (c) commission of dishonest,
fraudulent acts or omissions. Insofar as it related to Registrant, the coverage
is limited in amount and, in certain circumstances, is subject to a deductible.
Under Article VIII of the Articles of Incorporation (the "Articles"),
the Directors and officers of Registrant shall not have any liability to
Registrant or its stockholders for money damages, to the fullest extent
permitted by Maryland law. This limitation on liability applies to events
occurring at the time a person serves as a Director or officer of Registrant
whether or not such person is a Director or officer at the time of any
proceeding in which liability is asserted. No provision of Article VIII shall
protect or purport to protect any Director or officer of Registrant against any
liability to Registrant or its stockholders to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office.
Registrant shall indemnify and advance expenses to its currently acting and its
former Director to the fullest extent that indemnification of Directors and
advancement of expenses to Directors is permitted by the Maryland General
Corporation Law.
Registrant shall indemnify and advance expenses to its officers to the
same extent as its Directors and to such further extent as is consistent with
such law. The Board of Directors may, through a by-law, resolution or agreement,
make further provisions for indemnification of directors, officers, employees
and agents to the fullest extent permitted by the Maryland General Corporation
Law.
Article V of the By-Laws further limits the liability of the Directors
by providing that any person who was or is a party or is threatened to be made a
party in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is a current or former director or officer of Registrant, or is
or was serving while a director or officer of Registrant at the request of
Registrant as a director, officer, partner, trustee, employee, agent or
fiduciary of another corporation, partnership, joint venture, trust, enterprise
or employee benefit plan, shall be indemnified by Registrant against judgments,
penalties, fines, excise taxes, settlements and reasonable expenses (including
attorneys' fees)actually incurred by such person in connection with such action,
suit or proceeding to the full extent permissible under the Maryland General
Corporation Law, the 1993 Act and the 1940 Act, as such statutes are now or
hereafter in force, except that
<PAGE>C-4
such indemnity shall not protect any such person against any liability to
Registrant or any stockholder thereof to which such person would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of this office.
Item 28. Business and Other Connections of Investment Adviser
----------------------------------------------------
Warburg, a wholly owned subsidiary of Warburg, Pincus, Counsellors GP,
acts as investment adviser to the Registrant. Warburg renders investment advice
to a wide variety of individual and institutional clients. The list required by
this Item 28 of officers and directors of Warburg, together with information as
to their other business, profession, vocation or employment of a substantial
nature during the past two years, is incorporated by reference to Schedules A
and D of Form ADV filed by Warburg (SEC File No. 801-07321).
Item 29. Principal Underwriter
---------------------
(a) Counsellors Securities will act as distributor for
Registrant, as well as for The RBB Fund, Inc., Warburg Pincus Balanced Fund;
Warburg Pincus Capital Appreciation Fund; Warburg Pincus Cash Reserve Fund;
Warburg Pincus Emerging Growth Fund; Warburg Pincus Emerging Markets Fund;
Warburg Pincus Fixed Income Fund; Warburg Pincus Health Sciences Fund; Warburg
Pincus Global Fixed Income Fund; Warburg Pincus Global Post-Venture Capital
Fund, Inc.; Warburg Pincus Growth & Income Fund, Inc.; Warburg Pincus
Institutional Fund, Inc.; Warburg Pincus Intermediate Maturity Government Fund;
Warburg Pincus International Equity Fund; Warburg Pincus Japan Growth Fund;
Warburg Pincus Japan OTC Fund; Warburg Pincus New York Intermediate Municipal
Fund; Warburg Pincus New York Tax Exempt Fund; Warburg Pincus Post-Venture
Capital Fund; Warburg Pincus Small Company Value Fund; Warburg Pincus Strategic
Value Fund; Warburg Pincus Tax Free Fund; and Warburg Pincus Trust.
(b) For information relating to each director, officer or partner
of Counsellors Securities, reference is made to Form BD (SEC File No. 8-32482)
filed by Counsellors Securities under the Securities Exchange Act of 1934.
(c) None.
Item 30. Location of Accounts and Records
--------------------------------
(1) Warburg, Pincus Small Company Growth Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(Fund's Articles of Incorporation, By-Laws and minute books)
<PAGE>C-5
(2) Warburg, Pincus Counsellors, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions as
investment adviser)
(3) PFPC Inc.
400 Bellevue Parkway
Wilmington, Delaware 19809
(records relating to its functions as
Co-administrator)
(4) Counsellors Funds Service, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions as Co-administrator)
(5) State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
(records relating to its functions as shareholder servicing
agent, transfer agent and dividend disbursing agent)
(6) Boston Financial Data Services, Inc.
2 Heritage Drive
North Quincy, Massachusetts 02171
(records relating to its functions as transfer agent and
dividend disbursing agent)
(7) PNC Bank, National Association
Broad and Chestnut Streets
Philadelphia, Pennsylvania 19101
(records relating to its functions as custodian)
(8) Fiduciary Trust Company International
Two World Trade Center
New York, New York 10048
(records relating to its functions as custodian)
(9) Counsellors Securities Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions as distributor)
Item 31. Management Services
-------------------
Not applicable.
<PAGE>C-6
Item 32. Undertakings.
-------------
(a) Registrant hereby undertakes to file a post-effective amendment,
with financial statements which need not be certified, within four to six months
from the effective date of this Registration Statement.
(b) Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the latest annual report to shareholders
for the Fund, upon request and without charge.
(c) Registrant hereby undertakes to call a meeting of its
shareholders for the purpose of voting upon the question of removal of a
director or directors of Registrant when requested in writing to do so by the
holders of at least 10% of Registrant's outstanding shares. Registrant
undertakes further, in connection with the meeting, to comply with the
provisions of Section 16(c) of the 1940 Act relating to communications with the
shareholders of certain common-law trusts.
<PAGE>C-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, the Registrant has
duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York
and the State of New York, on the 30th day of December, 1996.
WARBURG, PINCUS SMALL COMPANY
GROWTH FUND, INC.
By:/s/ Arnold M. Reichman
----------------------
Arnold M. Reichman
President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment has been signed below by the following persons in the
capacities and on the date indicated:
Signature Title Date
- --------- ----- ----
/s/John L. Furth Chief Executive Officer and December 30, 1996
- ---------------- Director
John L. Furth
/s/Arnold M. Reichman President and December 30, 1996
- --------------------- Director
Arnold M. Reichman
/s/Howard Conroy Vice President and Chief December 30, 1996
- ---------------- Financial Officer
Howard Conroy
/s/Daniel S. Madden Treasurer and Chief December 30, 1996
- ------------------- Accounting Officer
Daniel S. Madden
/s/Richard N. Cooper Director December 30, 1996
- --------------------
Richard N. Cooper
/s/Donald J. Donahue Director December 30, 1996
- --------------------
Donald J. Donahue
/s/Jack W. Fritz Director December 30, 1996
- ----------------
Jack W. Fritz
/s/Thomas A. Melfe Director December 30, 1996
- ------------------
Thomas A. Melfe
/s/Alexander B. Trowbridge Director December 30, 1996
- --------------------------
Alexander B. Trowbridge
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
----------- ----------------------
10(b) Consent of Willkie Farr & Gallagher, Counsel to the Fund
11 Consent of Cooper & Lybrand, L.L.P., Independent
Accountants
<PAGE>
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York, 10022-4677
December 30, 1996
Warburg, Pincus Small Company Growth Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
Ladies and Gentlemen:
We hereby consent to the reference to us in the Statement of Additional
Information included in Pre-Effective Amendment No. 2 to the above-referenced
Fund's Registration Statement on Form N-1A.
Very truly yours,
/s/ Willkie Farr & Gallagher
<PAGE>1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion of our report dated December 16, 1996 on our audit
of the Statement of Assets and Liabilities of Warburg, Pincus Small Company
Growth Fund, Inc. as of December 12, 1996 with respect to this Pre-Effective
Amendment No. 2 to the Registration Statement (No. 333-15453) under the
Securities Act of 1933 on Form N-1A. We also consent to the reference to our
Firm under the heading "Independent Accountants and Counsel" in the Statement
of Additional Information.
/s/ Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
December 27, 1996
