<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (333-23941)
Pre-Effective Amendment No.
Post-Effective Amendment No. 1
(Check appropriate box or boxes)
VANGUARD/WINDSOR FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
(610) 669-6000
(Area Code and Telephone Number)
100 Vanguard Boulevard, (PO Box 2600), Valley Forge, PA 19482
(Address of Principal Executive Offices: Number, Street, City, State, Zip Code)
Raymond J. Klapinsky, Senior Vice President and General Counsel
The Vanguard Group, Inc.
100 Vanguard Boulevard, (PO Box 2600), Valley Forge, PA 19482
(Name and Address of Agent for Service: Number, Street, City, State, Zip Code)
Approximate Date of Proposed Public Offering: As soon as practicable after
this Registration Statement becomes effective under the Securities Act of 1933.
Calculation of Registration Fee Under the Securities Act of 1933
------------------------------------------------------------------------
No filing fee is required because an indefinite number of shares have previously
been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940.
A Rule 24f-2 Notice for the Registrant's fiscal year ended October 31, 1996, was
filed on December 30, 1996.
<PAGE>
FORM N-14
Post-Effective Amendment No. 1 to the Registration Statement on Form
N-14 of Vanguard/Windsor Funds, Inc. (the "Fund") is being filed in order to
file as an exhibit the private letter ruling of the U.S. Internal Revenue
Service supporting the tax matters and consequences to shareholders of the
proposed reorganization discussed in the Form N-14.
The Cross-Reference Sheet, Part A and Part B of Pre-Effective Amendment
No. 1 to the Registration Statemnent on Form N-14 of the Fund, filed with the
U.S. Securities and Exchange Commission on April 2, 1997, is incorporated herein
by reference.
<PAGE>
VANGUARD/WINDSOR FUNDS, INC.
WINDSOR FUND SERIES
REGISTRATION STATEMENT ON FORM N-14
PART C
OTHER INFORMATION
ITEM 15. INDEMNIFICATION
Article TENTH of the Registrant's Amended and Restated Articles of
Incorporation provides as follows:
"TENTH: (a) The Corporation shall indemnify its directors and officers
to the fullest extent allowed, and in the manner provided, by Maryland Law,
including the advancing of expenses incurred in connection therewith. Such
indemnification shall be in addition to any other right or claim to which any
director or officer may otherwise be entitled. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee, or agent of the Corporation, or who, while a director, officer,
partner, trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, other enterprise, or employee benefit plan
against any liability asserted against and incurred by such person in any such
capacity or arising out of such person's position, whether or not the
corporation would have had the power to indemnify such liability.
(b) Nothing in this Article protects or purports to protect, or may be
interpreted or construed to protect, any director or officer against any
liability to the corporation or its security holders to which he or she 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 or
her office.
(c) Each section or portion thereof of this Article shall be deemed
serverable from the remainder, and the invalidity of any such section or portion
shall not affect the validity of the remainder of this Article"
ITEM 16. EXHIBITS
(1) Copies of charter (Articles of Incorporation) of registrant as now
in effect:
Previously Filed on December 11, 1984, File No. 811-4168
<PAGE>
(2) Copies of existing by-laws:
Previously Filed on December 11, 1984, File No. 811-4168
(3) Copies of any voting trust agreement affecting more than five
percent of any class of equity securities of the registrant.
Not Applicable
(4) Copies of the Agreement and Plan of Reorganization:
Included in the Registration Statement as Exhibit A to the
Combined Proxy Statement/Prospectus
(5) Copies of all instruments defining the rights of holders of
securities being registered:
Previously Filed (see 1 and 2 above) Article 5, Section A of
Articles of Incorporation and Article 2 of the By-Laws.
(6) Copies of all investment advisory contracts relating to the
management of the assets of the Registrant:
Agreement between Registrant and Wellington Management Company LLP
dated August 1, 1996, previously filed as Exhibit 6 to
Pre-Effective Amendment No. 1 to the Registrant's Registration
Statement filed with the Commission on April 2, 1997, is
incorporated herein by reference.
(7) Copies of each underwriting or distribution Contract:
Not Applicable
(8) Copies of all bonus profit sharing pension or other similar
arrangements wholly or partly for the benefit of Directors and Officers:
Not Applicable
(9) Copies of all custodian agreements and depository contracts:
Previously filed on December 11, 1984, File No. 811-4168
(10) Copies of any 12b-1 Plans
Not Applicable
<PAGE>
(11) An opinion and consent of counsel as to the legality of the
securities being registered, indicating whether they will, when sold, be legally
issued, fully-paid and non-assessable, is incorporated by reference to the
opinion of counsel filed on December 30, 1996, in connection with the
Registrant's Rule 24f-2 Notice for the fiscal year ended October 31, 1996.
(12) A copy of the private letter ruling from the Internal Revenue
Service supporting the tax matters discussed in the Combined Proxy
Statement/Prospectus:
Filed Herewith as Exhibit No. 12
(13) Copies of other material contracts:
Not Applicable
(14) Copies of any other opinions, appraisals or rulings and consents
to their use relied on in preparing the Registrant Statement and required by
Section 7 of the 1933 Act are included by Section 7 of the 1933 Act:
Filed as Exhibit No. 14 to Pre-Effective Amendment No. 1
to the Registrant's Registration Statement filed with the
Commission on April 2, 1997.
(15) All financial statements omitted pursuant to item 14(a)(1):
Not Applicable
(16) Manually signed copies of any power of attorney pursuant to which
the name of any person has been signed to the Registration Statement.
(17) Any other Exhibits:
A copy of the Registrant's Rule 24f-2 declaration is filed
herewith as Exhibit No. 17.
ITEM 17. UNDERTAKINGS
(i) 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 this Rule 145(c) of the Securities Act, 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.
<PAGE>
(ii) 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 1933 Act, 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.
SIGNATURES
As required by the Securities Act of 1933 this Post-Effective Amendment
No. 1 to the Registration Statement has been signed on behalf of the Registrant,
thereunto duly authorized, in the Town of Malvern and the Commonwealth of
Pennsylvania, on the 25th day of April, 1997.
Vanguard/Windsor Funds, Inc.
BY: (Raymond J. Klapinsky) John J. Brennan, President and Chief Executive
Officer
As required by the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:
BY: (Raymond J. Klapinsky)
John C. Bogle*, Chairman of the Board and Director
April 25, 1997
BY: (Raymond J. Klapinsky)
John J. Brennan*, President and Chief Executive Officer
April 25, 1997
BY: (Raymond J. Klapinsky)
Robert E. Cawthorn*, Director
April 25, 1997
BY: (Raymond J. Klapinsky)
Barbara B. Hauptfuhrer*, Director
* Power of Attorney.
<PAGE>
April 25, 1997
BY: (Raymond J. Klapinsky)
Bruce K. MacLaury*, Director
April 25, 1997
BY: (Raymond J. Klapinsky)
Burton G. Malkiel*, Director
April 25, 1997
BY: (Raymond J. Klapinsky)
Alfred M. Rankin, Jr.*, Director
April 25, 1997
BY: (Raymond J. Klapinsky)
John C. Sawhill*, Director
April 25, 1997
BY: (Raymond J. Klapinsky)
James O. Welch, Jr.*, Director
April 25, 1997
BY: (Raymond J. Klapinsky)
J. Lawrence Wilson*, Director
April 25, 1997
BY: (Raymond J. Klapinsky)
Richard F. Hyland*, Treasurer and Principal Financial Officer and
Accounting Officer
April 25, 1997
<PAGE>
BY: Raymond J. Klapinsky
Raymond J. Klapinsky, Secretary
April 25, 1997
* By Power of Attorney. See File Number 2-14336, January 23, 1990.
Incorporated by Reference.
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Document
- ----------- --------
EX-99.12 Private Letter Ruling from the U.S. Internal Revenue Service
EX-99.17 Rule 24f-2 Declaration
<PAGE>
Exhibit 12
Ex.-99.12
Internal Revenue Service Department of the Treasury
Index Nos.: 368.03-00, 368.00-00, P.O. Box 7604
368.09-00 Ben Franklin Station
Washington, DC 20044
Mr. William S. Pilling, III
Stradley, Ronon, Stevens & Young Person to Contact:
2600 One Commerce Square Jeffrey L. Vogel
Philadelphia, PA 19103 Telephone Number:
(202) 622-7770
Refer Reply To:
CC:DOM:CORP:2 - PLR-244172-96
Date: January 30, 1997
LEGEND:
<TABLE>
<CAPTION>
<S> <C> <C>
Investco = Vanguard/Windsor Funds, Inc.
Portfolio = Vanguard/Windsor Funds, Inc. - Vanguard/Windsor Fund
TIN: 51-0082711
Fund = Gemini II, Inc.
TIN: 23-2324564
State X = Maryland
Date b = January 31, 1997 "This document may not be used or cited as precedent.
Section 6110(j)(3) of the Internal Revenue Code."
Date d = May 1, 1997
Date e = February 25, 1985
$f = $9.30 plus accumulated and unpaid dividends
</TABLE>
Dear Mr. Pilling:
This letter responds to your letter dated July 22, 1996, requesting
rulings about the federal income tax consequences of a proposed transaction.
Additional information was received in a letter dated November 18, 1996.
The information submitted indicates that Investco is a State X
open-end, diversified management investment company. Investco is organized as a
regulated investment company ("RIC") with several funds that are each treated as
a separate corporation under section 851(h) of the Internal Revenue Code (the
"Code"). Portfolio is one of Investco's funds. Portfolio has only one class of
stock outstanding.
<PAGE>
PLR-244172-96
2
Fund is a State X closed-end dual purpose investment company. Fund is
authorized to issue common stock ("Capital Shares") and cumulative preferred
stock ("Income Shares") that must be redeemed on or before Date b for $f per
share. Currently, both the Capital Shares and the Income Shares are outstanding
and publicly traded.
For what are represented to be valid business reasons, the taxpayers
have proposed the following transaction:
(i) Fund will transfer all of its assets (except for an amount
to satisfy the liabilities of Fund) to Portfolio in exchange
for Portfolio voting stock.
(ii) Fund will discharge its liabilities with the retained
assets.
(iii) Fund will distribute the Portfolio shares it received in
the exchange described above to its shareholders in complete
liquidation. No cash will be paid to dissenting shareholders,
and no cash will be paid to Fund shareholders in lieu of
fractional shares of Portfolio stock.
The consummation of this transaction is subject to approval by the Fund
shareholders. On or before Date d, the Fund shareholders will vote to decide
whether (i) to remain a closed-end investment company, (ii) to convert to an
open-end investment company without participating in the proposed
reorganization, or (iii) to convert to an open-end investment company by
participating in the acquisition described above.
The taxpayers have made the following representations about the
proposed transaction:
(a) The fair market value of the Portfolio stock received by
each Fund shareholder will be approximately equal to the fair
market value of the Fund's stock surrendered in the exchange.
Pursuant to the Plan of Reorganization, Fund will agree to
transfer all of its assets free and clear of all liabilities,
except for cash, bank deposits, or cash equivalent securities
in an estimated amount necessary to (i) pay its costs and
expenses incurred in the reorganization, (ii) discharge its
unpaid liabilities and (iii) to pay its contingent
liabilities.
(b) There is no plan or intention by Fund's shareholders who
own five percent or more of the stock of Fund, and to the best
knowledge of the management of the Fund, there is no plan or
intention on the part of any of Fund's shareholders to sell,
exchange or otherwise dispose of a number of shares of
Portfolio stock received in the transaction that would reduce
the ownership by the shareholders of Fund of the stock of
Portfolio to a number of shares having a value, as of the date
of the transaction, of less than 50 percent of the value of
all of the formerly outstanding stock of Fund, as of the same
date. Moreover, shares of Fund stock and shares of Portfolio
stock held by Fund shareholders and otherwise sold, redeemed
(other than the redemption of the Income Shares described
above), or
<PAGE>
PLR-244172-96
3
disposed of prior or subsequent to the transaction will be
considered in making this representation.
(c) Portfolio will acquire at least 90 percent of the fair
market value of the net assets and at least 70 percent of the
fair market value of the gross assets held by Fund immediately
prior to the transaction. For purposes of this representation,
amounts paid by Fund to the dissenters, amounts used by Fund
to pay its reorganization expenses, amounts paid by Fund to
shareholders who receive cash or other property, and all
redemptions and distributions (except for regular, normal
dividends and the redemption of the Income Shares, described
above) made by Fund immediately preceding the transfer will be
included as assets of Fund held immediately prior to the
reorganization.
(d) Portfolio has no plan or intention to reacquire any of its
stock issued in the transaction, except in the ordinary course
of its business.
(e) Portfolio has no plan or intention to sell or otherwise
dispose of any of the assets of Fund acquired in the
transaction, except for dispositions made in the ordinary
course of business or transfers described in section
368(a)(2)(C) of the Code.
(f) Fund will distribute the stock of Portfolio that it
receives in the transaction, and its other properties, if any,
pursuant to the Plan of Reorganization.
(g) Prior to the reorganization, Portfolio has not and will
not dispose of and/or acquire assets in order to satisfy the
investment objectives of Fund or otherwise change its historic
investment policies.
(h) Following the reorganization, Portfolio will continue the
historic business of Fund or use a significant portion of
Fund's assets in a business.
(i) Fund will not transfer liabilities to Portfolio and the
transferred assets of Fund are not be subject to any
liabilities incurred by Fund.
(j) Portfolio and Fund will each pay their respective
expenses, if any, incurred in connection with the
reorganization.
(k) There is no intercorporate indebtedness existing between
Fund and Portfolio that was issued, acquired, or will be
settled at a discount.
(l) Fund and Portfolio are investment companies as defined in
section 368(a)(2)(F)(i) and (iii) of the Code. Portfolio and
Fund have, for all their taxable periods, elected to be taxed
as RICs as defined in Part I of subchapter M
<PAGE>
PLR-244172-96
4
(sections 851-855 of the Code). After the reorganization,
Portfolio intends to continue to elect to be taxed as a RIC
for all subsequent taxable years.
(m) Portfolio does not own, directly or indirectly, nor has it
owned during the past five years, directly or indirectly, any
stock of Fund.
(n) Fund is not under the jurisdiction of a court in a title
11 or similar case within the meaning of section 368(a)(3)(A)
of the Code.
(o) Fund is not required by the Agreement, Bylaws, Prospectus,
or otherwise to engage in the reorganization. Pursuant to
their fiduciary duty to the Fund shareholders, the Board of
Directors of Fund will recommend to the Fund Capital
Shareholders that Fund engage in the reorganization.
(p) At the time the Income Shares were issued on Date e, there
was no plan or intention on the part of Fund, its Board of
Directors, or its investment advisor to engage in a
combination with Portfolio, or with any other fund, then or in
the future.
(q) The Plan of Reorganization does not, and will not,
reference the Income Share redemption which will take place on
or before Date b.
Based solely upon the information submitted and
representations set forth above, we hold as follows:
(1) Portfolio's acquisition of substantially all of the assets
of Fund in exchange solely for Portfolio voting stock, as
described above, will be a reorganization within the meaning
of section 368(a)(1)(C) of the Code. For purposes of this
ruling, "substantially all" means at least 70 percent of the
fair market value of the gross assets and at least 90 percent
of the fair market value of the net assets of Fund.
Additionally, Portfolio and Fund will each be "a party to a
reorganization" within the meaning of section 368(b) of the
Code.
(2) No gain or loss will be recognized by Fund on its transfer
of substantially all of its assets to Portfolio in exchange
solely for Portfolio voting stock. See section 361(a) of the
Code.
(3) Portfolio will recognize no gain or loss on its receipt of
substantially all of the assets of Fund in exchange solely for
Portfolio voting stock. See section 1032(a) of the Code.
(4) Portfolio's basis in the assets of Fund received in the
reorganization will equal Fund's basis in the assets
immediately before the transfer. See section 362(b) of the
Code.
<PAGE>
PLR-244172-96
5
(5) Portfolio's holding period in the assets received in the
reorganization will include the period during which Fund held
the assets. See section 1223(2) of the Code.
(6) No gain or loss will be recognized by Fund shareholders
upon the exchange of their Fund stock solely for Portfolio
voting stock, as described above. See section 354(a)(1) of the
Code.
(7) A Fund shareholder's basis in the Portfolio stock received
in the reorganization will equal the basis of the Fund shares
surrendered in exchange therefor. See section 358(a)(1) of the
Code.
(8) A Fund shareholder's holding period in the Portfolio stock
received in the reorganization will include the period that
the shareholder held the Fund stock exchanged therefor,
provided that the shareholder held such stock as a capital
asset on the date of the exchange. See section 1223(1) of the
Code.
(9) Portfolio will succeed to and take into account the items
of Fund described in section 381(c) of the Code, including the
earnings and profits, or deficit in earnings and profits, of
Fund as of the date of the transaction. See section 381(a) of
the Code and section 1.381-1(a) of the Income Tax Regulations
(the "Regulations"). Any deficit in earnings and profits of
Fund will be used only to offset earnings and profits
accumulated after the effective date of the proposed
transaction. Portfolio will take these items into account
subject to the conditions and limitations specified in
sections 381, 382, 383 and 384 of the Code and the Regulations
thereunder.
We express no opinion about the tax treatment of the proposed
transaction under other provisions of the Code and Regulations or about the tax
treatment of any conditions existing at the time of, or effects resulting from,
the proposed transaction that are not specifically covered by the above rulings.
Specifically, no opinion was requested, and none is expressed, about whether
Portfolio or Fund qualifies as a RIC that is taxable under Subchapter M, Part I
of the Code.
The rulings contained in this letter are predicated upon facts and
representations submitted by the taxpayer and accompanied by a penalties of
perjury statement executed by the appropriate party. This office has not
verified any of the material submitted in support of the ruling request.
Verification of the factual information and other data may be required as part
of the audit process.
This ruling letter is directed only to the taxpayer who requested it.
According to section 6110(j)(3) of the Code, this ruling letter may not be used
or cited as precedent. A copy of this
<PAGE>
PLR-244172-96
6
letter should be attached to the federal income tax returns of the taxpayer
involved for the taxable year in which the transaction covered by this ruling
letter is consummated.
Sincerely,
Assistant Chief Counsel (Corporate)
By /s/ Lewis K. Brickates
-----------------------------
Lewis K. Brickates
Assistant to the Branch Chief
Enclosures:
Copy of this letter
Copy for section 6110 purposes
<PAGE>
Exbibit 17
EX-99.17
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |_|
Pre-Effective Amendment No. ________ |_|
Post-Effective Amendment No. 62 File No. 2-14336 |X|
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. ________
WINDSOR FUND, INC.
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
1250 Drummers Lane
P.O. Box 1100
Valley Forge, Pennsylvania 19482
---------------------------------------- ----------
(Address of Principal Executive Offices) (ZIP Code)
Registrant's Telephone Number, including Area Code 215- 293-1100
-------------
Raymond J. Klapinsky, Secretary
P.O. Box 1100
Valley Forge, Pennsylvania 19482
---------------------------------------
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: Offering is to begin immediately
upon issuance of an order making this Amendment effective.
- ------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
Proposed Proposed Maximum
Title of Securities Amount Being Maximum Offering Aggregate Amount of
Being Registered Registered Price Per Unit Offering Price Registration Fee
---------------- ---------- -------------- -------------- ----------------
<S> <C> <C> <C> <C>
Common Stock 12,091,728 $9.22(1) $111,485,732 $100(2)
($1.00 par value)
Common Stock Indefinite $9.22(1) N/A $500(3)
--------
($1.00 par value) Total $600
================================================================================================================================
</TABLE>
(1) Net asset value on November 21, 1979, adjusted to the nearest cent.
(2)(a) The calculation of the maximum offering price for the 12,091,728 shares
is made pursuant to Rule 24e-2.
(b) The total amount of securities redeemed or repurchased during the
previous fiscal year was 12,091,728.
(c) No redeemed or repurchased securities were used for reduction pursuant
to Rule 24e-2 in previous filings of Post-Effective Amendments during
the current fiscal year.
<PAGE>
(d) The amount of redeemed or repurchased securities being used for such
reduction in the amount being filed is 12,091,728 shares.
(3) Pursuant to Rule 24f-2 of the Investment Company Act of 1940,
Registrant hereby declares that to the number of shares presently
registered and being registered pursuant to Rule 24e-2 is added an
indefinite number of such shares.
<PAGE>
FACING SHEET
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM N-1
62nd Post-Effective Amendment
to Registration Statement File No. 2-14336
For Registration under the Securities Act of 1933 of
Securities of Open-End Management Investment Companies
A. Exact name of Company as specified in Charter:
WINDSOR FUND, INC.
B. Complete address of Company's principal executive offices:
P.O. Box 1100
Valley Forge, Pennsylvania 19482
C. Name and complete address of agent for service:
Raymond J. Klapinsky, Secretary
Windsor Fund, Inc.
P.O. Box 1100
Valley Forge, PA 19482
D. Title and amount of securities being registered under this 62nd
Post-Effective Amendment:
12,091,728 shares of Windsor Fund, Inc. Common Stock of $1.00
par value, plus an indefinite number of such shares
E. Proposed aggregate maximum offering price to the public of the
securities being registered calculated pursuant to Rule 475(c):
$111,485,732 for the 12,091,728 shares being registered
pursuant to Rule 24e-2.
F. Amount of filing fee.
$600(1)(2)
G. Approximate date of proposed public offering:
As soon as practicable after effective date of registration
statement.
- --------------------
<PAGE>
(1)(a) The $100 fee for the 12,091,728 shares was calculated pursuant to Rule
24e-2.
(b) The total amount of securities redeemed or repurchased during the
previous fiscal year was 12,091,728.
(c) No redeemed or repurchased securities were used for reduction pursuant
to Rule 24e-2 in previous filings of Post-Effective Amendments during
the current fiscal year.
(d) The amount of redeemed or repurchased securities being used for such
reduction in the amount being filed is 12,091,728 shares.
(2) Pursuant to Rule 24f-2 of the Investment Company Act of 1940,
Registrant hereby declares that to the number of shares presently
registered and being registered pursuant to Rule 24e-2 is added an
indefinite number of such shares. The registration fee for the
indefinite amount of shares registered pursuant to Rule 24f-2 is $500.
