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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 13, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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FEDERATED INVESTORS, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 6722 25-1111467
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779
(412) 288-1900
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
JOHN W. MCGONIGLE
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779
(412) 288-1900
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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With Copies To:
MICHAEL C. MCLEAN
KIRKPATRICK & LOCKHART LLP
1500 OLIVER BUILDING
PITTSBURGH, PENNSYLVANIA 15222-2312
(412) 355-6500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] Registration No. 333-48405
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
AMOUNT MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SCURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE(2)
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<S> <C> <C> <C> <C>
Class B Common Stock, no par value per
share..................................... 1,455,543 shares $19.00 $27,655,317 $8,159
</TABLE>
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(1) Includes 188,552 shares of Class B Common Stock that the U.S. Underwriters
and the International Undwriters have options to purchase to cover over-
allotments if any.
(2) Estimated solely for the purpose of calculating the registration fee.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, as amended. The contents of
Registration Statement No. 333-48405, as amended by Amendments No. 1, 2 and 3
thereto, including any prospectuses filed pursuant thereto in accordance with
Rule 424 promulgated under said Securities Act, and each of the documents
incorporated or deemed to be incorporated by reference therein, are hereby
incorporated herein by reference.
The registrant hereby certifies that (i) it has instructed Mellon Bank, N.A.
to transmit to the Commission's account by wire transfer of immediately
available funds the additional fee specified on the facing sheet hereof
relating to additional shares being registered hereby; (ii) the registrant
will not revoke such instructions; and (iii) the registrant has sufficient
funds to cover the amount of such filing fee. The registrant undertakes to
confirm the receipt of such instruction by Mellon Bank, N.A. on the business
day following the date hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pittsburgh,
Commonwealth of Pennsylvania, on May 13, 1998.
FEDERATED INVESTORS, INC.
/s/ J. Christopher Donahue
By:
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J. Christopher Donahue
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C>
SIGNATURE CAPACITY
DATE
* Chairman and Director May 13, 1998
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John F. Donahue
/s/ J. Christopher Donahue President, Chief Executive May 13, 1998
- ------------------------- Officer and Director
J. Christopher Donahue
* Director May 13, 1998
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John W. McGonigle
/s/ Thomas R. Donahue Chief Financial Officer May 13, 1998
- ------------------------- (Principal Financial and
Thomas R. Donahue Accounting Officer)
*By: /s/ Thomas R. Donahue
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Thomas R. Donahue
Attorney-in-Fact
</TABLE>
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<PAGE>
EXHIBITS INDEX
The following exhibits are filed as part of this registration statement:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
5.01 Opinion of Kirkpatrick & Lockhart LLP as to the legality of the
securities being registered (Filed herewith)
23.01 Consent of Kirkpatrick & Lockhart LLP (included in opinion filed as
Exhibit 5.01)(1)
23.02 Consent of Ernst & Young LLP (Filed herewith)
23.03 Consent of KPMG Peat Marwick LLP (Filed herewith)
24.01 Power of Attorney (included on signature page)
</TABLE>
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<PAGE>
EXHIBIT 5.01
May 13, 1998
Federated Investors, Inc.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Ladies and Gentlemen:
You have requested our opinion with respect to the matters set forth below
in connection with (a) the issuance and sale by Federated Investors, Inc., a
Pennsylvania corporation (the "Company"), of shares of the Company's Class B
Common Stock, no par value per share ("Original Issue Shares"), and (b) the
sale by certain selling shareholders (the "Selling Shareholders") of shares of
the Class B Common Stock of the Company, no par value per share (the "Selling
Shareholder Shares," and together with the Original Issue Shares, the
"Shares"), as described below.
An aggregate of 2,610,000 Original Issue Shares and 14,947,226 Selling
Shareholder Shares will be sold in an initial public offering (the "Offering")
to be made pursuant to a purchase agreement (the "U.S. Purchase Agreement")
among the Company, the Selling Shareholders, and certain underwriters,
including Merrill Lynch, Pierce, Fenner & Smith Incorporated, PaineWebber
Incorporated and Smith Barney Inc. (the "U.S. Underwriters") and a purchase
agreement (the "International Purchase Agreement," and together with the U.S.
Underwriting Agreement, the "Underwriting Agreements") among the Company, the
Selling Shareholders, and certain underwriters, including Merrill Lynch
International, PaineWebber International (U.K.) Ltd. and Smith Barney Inc.
(the "International Underwriters"). In addition, the Company and certain of
the Selling Shareholders have granted to the U.S. Underwriters and the
International Underwriters options ("Overallotment Options"), exerciseable
during the 30-day period after the date of the Prospectus, to purchase an
aggregate of 390,000 additional Original Issue Shares and 2,242,087 additional
Selling Shareholder Shares to cover over-allotments, if any, made on the sale
of Class B Common Stock of the Company pursuant to the Offering. The Company
has filed a Registration Statement on Form S-1 (the "S-1") for the purpose of
registering the issuance of the Original Issue Shares under the Securities Act
of 1933 (the "1933 Act"). The Company has also filed a Registration Statement
on Form S-1 in accordance with Rule 462(b) under the 1933 Act (the "462(b)
Registration Statement") in connection with the registration of 1,455,543
additional shares.
Contingent upon and concurrently with the consummation of the Offering, the
Selling Shareholder Shares will be issued pursuant to an Agreement and Plan of
Merger, dated as of February 20, 1998 (the "Plan"), between Federated
Investors, a Delaware business trust (the "Trust"), and the Company. The Plan
provides for the merger of the Trust into the Company, which is a wholly-owned
subsidiary of the Trust, with the Company as the surviving corporation (the
"Merger"). The Trust has issued and outstanding both (a) shares of Class A
Common Stock, $1.00 stated value per share ("Trust Class A Commons Shares")
and (b) shares of Class B Common Stock, $0.01 stated value per share ("Trust
Class B Common Shares"). Pursuant to the Merger, each issued and outstanding
Trust Class A Common Share will be converted into one share of Class A Common
Stock of the Company, no par value per share (the "Class A Common Stock"), and
each issued and outstanding Trust Class B Common Share will be converted into
one share of Class B Common Stock of the Company, no par value per share (the
"Class B Common Stock"). The Selling Shareholder Shares comprise a portion of
the Class B Common Stock issued pursuant to the Merger. In connection with the
Merger, the Company has filed a Registration Statement on Form S-4 (the "S-4,"
and together with the S-1 and the 462(b) Registration Statement, the
"Registration Statements") for the purpose of registering the issuance of the
Class A Common Stock and the Class B Common Stock under the 1933 Act. Under
the Plan, the Merger is conditioned upon, among other things, the
effectiveness of the Registration Statements and the consummation of the
Offering on terms and conditions (including size and price) satisfactory to
the Company and the Trust.
<PAGE>
Federated Investors, Inc.
May 13, 1998
Page 2
We have examined the Company's Restated Articles of Incorporation (the
"Articles") and Restated Bylaws (the "Bylaws"), to become effective at the
Effective Time of the Merger, and resolutions adopted by the Board of
Directors of the Company relating to, among other things, (i) adoption and
approval of the Articles and Bylaws, (ii) authorization of the issuance, offer
and sale of Shares pursuant to the Offering and the Overallotment Options,
(iii) authorization of the preparation and filing of the Registration
Statements and any amendments thereto, (iv) authorization to enter into the
Underwriting Agreements, and (v) authorization to take such action as
necessary to qualify or register for the sale of securities under the
applicable laws of various states. We have also reviewed the Underwriting
Agreements and the Registration Statements and such other documents relating
to the authorization, issuance and sale of the Shares as we have deemed
necessary in order to express an informed opinion on the matters set forth
below.
On the basis of the foregoing, it is our opinion that (i) the Shares are
duly authorized; (ii) assuming that consideration therefor will be paid in
accordance with the terms of the Plan, and subject to compliance with the 1933
Act and applicable state laws regulating the distribution of securities and
the consummation of the Merger, the Selling Shareholder Shares may be issued
and, when so issued, will be legally issued and outstanding, fully-paid and
nonassessable; (iii) assuming that consideration therefor will be paid in
accordance with the terms of the Underwriting Agreements and the Plan, and
subject to compliance with the 1933 Act and applicable state laws regulating
the distribution of securities, the Original Issue Shares may be issued and,
when so issued, will be legally issued and outstanding, fully-paid and
nonassessable.
We are opining herein only as to the laws of the Commonwealth of
Pennsylvania, excluding its conflict of laws rules, and we express no opinion
as to the possible applicability to, or effect on, any of the matters covered
herein of the laws of any other jurisdiction or the federal laws of the United
States.
We hereby consent to the filing of this opinion as an exhibit to the S-1 and
the 462(b) Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the Prospectus filed as part of the S-1.
Yours truly,
/s/ Kirkpatrick & Lockhart LLP
KIRKPATRICK & LOCKHART LLP
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EXHIBIT 23.02
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this registration statement
(Form S-1) of our report dated April 23, 1998 with respect to the financial
statements of Federated Investors, Inc. for the years ended December 31, 1997,
and 1996 and to the reference to our firm under the caption "Experts", both
included in the Registration Statement (Form S-1 No. 333-48405) filed with the
Securities Exchange Commission.
/s/ Ernst & Young LLP
Pittsburgh, Pennsylvania
May 13, 1998
<PAGE>
EXHIBIT 23.03
CONSENT OF KPMG PEAT MARWICK LLP, INDEPENDENT AUDITORS
We consent to the use of our report dated January 25, 1996 included in this
registration statement on Form S-1 of Federated Investors, Inc., with respect
to the consolidated financial statements of Federated Investors for the year
ended December 31, 1995 and to the reference to our firm under the heading
"Experts" in the registration statement.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Pittsburgh, Pennsylvania
May 13, 1998
