As filed with the Securities and Exchange Commission on March 29, 1999
1933 ACT FILE NO. ________
1940 ACT FILE NO. 811-8727
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM N-2
(Check appropriate box or boxes)
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. [ ]
AND/OR
REGISTRATION STATEMENT
Under
THE INVESTMENT COMPANY ACT OF 1940 [ ]
AMENDMENT NO. 4 [X]
North American Senior Floating Rate Fund, Inc.
----------
(Exact name of registrant as specified in Charter)
125 High Street
Boston, Massachusetts 02110
----------
(Address of Principal Executive Officers)
Registrant's telephone number, including area code (617) 946-0600
----------
Bradford K. Gallagher
President
North American Senior Floating Rate Fund, Inc.
125 High Street
Boston, Massachusetts 02110
----------
(Name and Address of agent for service)
Approximate date of proposed public offering: As soon as practicable after the
effective date of this Registration Statement.
Copies to:
Ruth S. Epstein, Esquire
Covington & Burling
1201 Pennsylvania Avenue, N.W.
P.O. Box 7566
Washington, D.C. 20044-7566.
If any of the securities being registered on this Form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, other than securities offered in connection with a dividend reinvestment
plan, check the following box. [X]
[ ] This post-effective amendment designates a new effective date for a
previously filed registration statement.
[X] This Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act and the Securities Act
registration statement number of the earlier effective registration
statement for the same offering is 333-49273.
CALCULATION OF REGISTRATION FEE UNDER THE
SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Amount Maximum Maximum Amount of
Being Offering Price Aggregate Registration
Title of Securities Being Registered Registered Per Unit Offering Price(1) Fee
<S> <C> <C> <C> <C>
Class C Common Stock 800,000 $10.00 $8,000,000 $2,224
Total 800,000 $10.00 $8,000,000 $2,224
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933 based on net asset
value as of March 25, 1999.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933.
================================================================================
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933 and General Instruction J of Form N-2, as promulgated
under the Securities Act of 1933 and the Investment Company Act of 1940. The
contents of the Registration Statement on Form N-2 (File No. 333-49273;
811-8727) filed by North American Senior Floating Rate Fund, Inc. with the
Securities and Exchange Commission (including the Statement of Assets and
Liabilities as of August 4, 1998 and report of independent auditors dated
August 5, 1998), which was declared effective by the Commmission on August 6,
1998, are incorporated herein by reference.
<PAGE>
- --------------------------------------------------------------------------------
SIGNATURES
- --------------------------------------------------------------------------------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston and Commonwealth of Massachusetts on the
25th day of March, 1999.
North American Senior Floating Rate
Fund, Inc.
By:
/s/ Bradford K. Gallagher*
Bradford K. Gallagher
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------- ------------------------- ------------------
<S> <C> <C>
/s/ Bradford K. Gallagher* Director;
- ------------------------- Chief Executive Officer March 25, 1999
Bradford K. Gallagher
/s/ William F. Devin*
- -------------------------
William F. Devin Director March 25, 1999
/s/ William F. Achtmeyer*
- -------------------------
William F. Achtmeyer Director March 25, 1999
/s/ Kenneth J. Lavery*
- -------------------------
Kenneth J. Lavery Director March 25, 1999
/s/ Arthur S. Loring*
- -------------------------
Arthur S. Loring Director March 25, 1999
/s/ Paul F. Foley
- ------------------------- Principal Financial and
Paul F. Foley Accounting Officer March 25, 1999
</TABLE>
*BY /s/ John I. Fitzgerald, Attorney-in-Fact (pursuant to Power of Attorney
filed as an exhibit to Amendment No. 1 to Registration Statement on Form
N-2 of Registrant, filed July 20, 1998).
[Covington & Burling Letterhead]
March 25, 1999
North American Senior Floating Rate Fund, Inc.
125 High Street
Boston, MA 02110
Ladies and Gentlemen:
This opinion is being furnished to you in connection with the registration
by North American Senior Floating Rate Fund, Inc., a Maryland corporation (the
"Company"), of an additional 800,000 shares of Class C common stock, $0.01 par
value per share, of the Company (the "Shares"), pursuant to a registration
statement filed by the Company on Form N-2 under Rule 462(b) under the
Securities Act of 1933 (the "Registration Statement").
We have acted as counsel to the Company in connection with the offer and
sale of the Shares. We have examined signed copies of the Registration
Statement, and the exhibits thereto, all as filed with the Commission. We also
have examined and relied on copies of minutes of the Board of Directors of the
Company.
Based on the foregoing, it is our opinion that the Shares to be issued and
sold by the Company pursuant to the Registration Statement have been duly
authorized and, upon issuance in accordance with the terms incorporated by
reference in the Registration Statement and on receipt of the consideration
specified, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as part of the Registration
Statement
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
Very truly yours,
COVINGTON & BURLING
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement of
North American Senior Floating Rate Fund, Inc. of our report dated August 5,
1998 relating to the Statement of Assets and Liabilities of North American
Senior Floating Rate Fund, Inc. as of August 4, 1998, which is included in the
Statement of Additional Information, which is incorporated by reference in this
Registration Statement.
We also consent to the reference to our Firm under the heading "Auditors and
Financial Statements" caption in the Statement of Additional Information which
is incorporated by reference in this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
March 26, 1999
Boston, Massachusetts
