<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 27, 1998.
1933 ACT FILE NO. 333-64151
1940 ACT FILE NO. 811-09013
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
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)
Eaton Vance Senior Income Trust
-------------------------------
(Exact Name of Registrant as Specified in Charter)
24 Federal Street, Boston, Massachusetts 02110
----------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(617) 482-8260
--------------
(Registrant's Telephone Number, including Area Code)
ALAN R. DYNNER
24 Federal Street, Boston, Massachusetts 02110
----------------------------------------------
(Name and Address of Agent for Service)
-------------
copies to:
Mark P. Goshko, Esq. Thomas A. Hale, Esq.
Kirkpatrick & Lockhart LLP Skadden, Arps, Slate, Meagher
One International Place & Flom LLP (Illinois)
Boston, Massachusetts 02110 333 Wacker Drive
Chicago, Illinois 60606
Approximate Date of Proposed Public Offering: As soon as practicable after
the effective date of this Registration Statement.
If any 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. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
- -------------------------------------------------------------------------------------------------------------------------
Amount Proposed Maximum Proposed Maximum Amount of
Title Of Securities Being Offering Price Aggregate Registration
Being Registered Registered(2) Per Unit(1) Offering Price(1) Fee(1)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Shares of Beneficial Interest 37,500,000 $10.00 $375,000,000 $105,423
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
* $84,573 has been previously paid.
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Includes 5,625,000 shares which may be offered by the Underwriters pursuant
to an option to cover over-allotments.
<PAGE> 2
<TABLE>
EATON VANCE SENIOR INCOME TRUST
Cross Reference Sheet
Items Required By Form N-2
--------------------------
Part A
Item No. Item Caption Prospectus Caption
- -------- ------------ ------------------
<S> <C> <C>
1..................... Outside Front Cover Front Cover Page
2..................... Inside Front and Outside Back Cover Page Front and Back Cover Page
3..................... Fee Table and Synopsis Prospectus Summary; Trust Expenses
4..................... Financial Highlights Not Applicable
5..................... Plan of Distribution Front Cover Page; Prospectus Summary;
Underwriting; Dividend Reinvestment
Plan
6..................... Selling Shareholders Not Applicable
7..................... Use of Proceeds Use of Proceeds; Investment Objective,
Policies and Risks
8..................... General Description of the Registrant Management of the Trust; Investment
Objective, Policies and Risks; Description
of Capital Structure
9..................... Management Management of the Trust; Shareholder Servicing
Agent, Custodian and Transfer Agent
10...................... Capital Stock, Long-Term Debt, Distributions and Taxes; Dividend
and Other Securities Reinvestment Plan; Description of Capital
Structure
11...................... Defaults and Arrears on Senior Not Applicable
Securities
12...................... Legal Proceedings Not Applicable
13...................... Table of Contents of the Table of Contents of the
Statement of Additional Statement of Additional
Information Information
Part B Statement Of
Item No. Item Caption Additional Information Caption
- -------- ------------ ------------------------------
14...................... Cover Page Cover Page
15...................... Table of Contents Table of Contents
16...................... General Information and History Not Applicable
17...................... Investment Objective and Additional Investment Information and
Policies Restrictions
18...................... Management Trustees and Officers;
Investment Advisory and
Other Services
19...................... Control Persons and Principal Other Information
Holders of Securities
20...................... Investment Advisory and Other Investment Advisory and Other
Services Services
21...................... Brokerage Allocation and Other Portfolio Trading
Practices
22...................... Tax Status Taxes
23...................... Financial Statements Financial Statements
</TABLE>
Part A (Prospectus), Part B (Statement of Additional Information) and Part C
(Other Information) are each corporated herein by reference to Pre-Effective
Amendment No. 1 to the Registrant's Registration Statement filed electronically
with the Securities and Exchange Commission on October 27, 1998 (Accession No.
0000950135-98-005546).
<PAGE> 3
NOTICE
A copy of the Declaration of Trust of Eaton Vance Senior Income Trust is on file
with the Secretary of State of the Commonwealth of Massachusetts and notice is
hereby given that this instrument is executed on behalf of the Registrant by an
officer of the Registrant as an officer and not individually and that the
obligations of or arising out of this instrument are not binding upon any of the
Trustees, officers or shareholders individually, but are binding only upon the
assets and property of the Registrant.
C-1
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, 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 Boston and Commonwealth of
Massachusetts, on the 27th day of October, 1998.
EATON VANCE SENIOR INCOME TRUST
By: /s/ James B. Hawkes
----------------------------
James B. Hawkes, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/s/ James B. Hawkes President (Chief Executive
- --------------------------- Officer) and Trustee October 27, 1998
James B. Hawkes
/s/ James L. O'Connor Treasurer (Principal
- --------------------------- Financial and Accounting
James L. O'Connor Officer) October 27, 1998
Donald R. Dwight* Trustee October 27, 1998
- ---------------------------
Donald R. Dwight
Samuel L. Hayes, III* Trustee October 27, 1998
- ---------------------------
Samuel L. Hayes, III
Norton H. Reamer* Trustee October 27, 1998
- ---------------------------
Norton H. Reamer
John L. Thorndike* Trustee October 27, 1998
- ---------------------------
John L. Thorndike
Jack L. Treynor* Trustee October 27, 1998
- ---------------------------
Jack L. Treynor
*By: /s/ Alan R. Dynner
---------------------------
Alan R. Dynner
As Attorney-in-fact
C-2
<PAGE> 5
EXHIBIT INDEX
Exhibits Description Page
- -------- ----------- ----
(l) Opinion and Consent of Counsel
C-3
<PAGE> 1
Exhibit (l)
KIRKPATRICK & LOCKHART LLP
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2637
TELEPHONE: (617) 261-3100
FACSIMILE (617) 261-3175
www.kl.com
Mark P. Goshko
(617) 261-3163
[email protected]
October 27, 1998
Eaton Vance Senior Income Trust
24 Federal Street
Boston, MA 02110
Dear Sirs:
This opinion is furnished in connection with the registration by Eaton
Vance Senior Income Trust, a business trust organized under the laws of the
Commonwealth of Massachusetts (Fund), of 7,500,000 shares of common stock, par
value $.01 per share (Shares), under the Securities Act of 1933, as amended,
pursuant to a registration statement on Form N-2 (File No. 333-64151), as
amended (Registration Statement), in the amounts set forth under Amount Being
Registered on the facing page of the Registration Statement.
As counsel for the Fund, we are familiar with the proceedings taken by it
in connection with the authorization, issuance and sale of the Shares. In
addition, we have examined and are familiar with the Declaration of Trust, as
amended, of the Fund, the By-Laws of the Fund, and such other documents as we
have deemed relevant to the matters referred to in this opinion.
Based upon the foregoing, we are of the opinion that the Shares, upon
issuance and sale in the manner referred to in the Registration Statement, will
be legally issued, fully paid and non-assessable (except as described in the
Registration Statement) shares of common stock of the Fund.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus constituting
a part thereof.
Very truly yours,
/s/ Kirkpatrick & Lockhart LLP
---------------------------------
Kirkpatrick & Lockhart LLP
BOSTON * HARRISBURG * MIAMI * NEW YORK * PITTSBURGH* WASHINGTON
