<PAGE>
As filed with the Securities and Exchange Commission on September 9, 1999
1933 Act File No. 333-82195
1940 Act File No. 811-09421
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
U.S. 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. 2
[_]Post-Effective Amendment No. ______
and
[_]REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X]Amendment No. 2
----------------
SAL Trust Preferred Fund I
Exact Name of Registrant as Specified in Declaration of Trust
----------------
800 Shades Creek Parkway, Suite 125
Birmingham, Alabama 35209
Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
(205) 252-5900
Registrant's Telephone Number, including Area Code
The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801, County of Newcastle
Name and Address (Number, Street, City, State, Zip Code) of Agent for Service
----------------
Copies of Communications to:
Thomas S. Harman
Morgan, Lewis & Bockius LLP
1800 M Street, N.W.
Washington, D.C. 20036
Approximate Date of Proposed Public Offering: As soon as practicable after
the effective date of this Registration Statement.
----------------
If any of the securities being registered on this form are 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. [_]
It is proposed that this filing will become effective (check appropriate
box)
[X] when declared effective pursuant to Section 8(c)
----------------
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
Title of Securities Being Offering Price Offering Registration
Being Registered Registered Per Unit Price(1) Fee(2)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares, No Par Value... 946,000 Shares $25.00 $23,650,000 $6,574.70
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Previously paid.
----------------
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 this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such dates as the Commission, acting pursuant to said Section
8(a), may determine.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
SAL TRUST PREFERRED FUND I
----------------
CROSS REFERENCE SHEET
Part A--Prospectus
<TABLE>
<CAPTION>
Items in Part A of Form N-2 Location in Prospectus
--------------------------- ----------------------
<C> <C> <S>
Item 1. Outside Front Cover............................. Cover Page
Item 2. Cover Pages; Other Offering Information......... Cover Page
Item 3. Fee Table and Synopsis.......................... Prospectus Summary; Summary of
Fund Expenses
Item 4. Financial Highlights............................ Not Applicable
Item 5. Plan of Distribution............................ Cover Page; Prospectus Summary;
Underwriting
Item 6. Selling Shareholders............................ Not Applicable
Item 7. Use of Proceeds................................. Prospectus Summary; Use of
Proceeds; The Fund's Investments
Item 8. General Description of the Registrant........... Prospectus Summary; The Fund; The
Fund's Investments; Fund Shares
Item 9. Management...................................... Prospectus Summary; Management of
the Fund; Fund Custodian and
Transfer Agent
Item 10. Capital Stock, Long-Term Debt, and Other
Securities..................................... Fund Shares; Tax Matters
Item 11. Defaults and Arrears on Senior Securities....... Not Applicable
Item 12. Legal Proceedings............................... Not Applicable
Item 13. Table of Contents of the Statement of Additional
Information.................................... Back Cover
<CAPTION>
Part B
Location in Statement of
Items required by Part B of Form N-2 Additional Information
------------------------------------ ------------------------
<C> <C> <S>
Item 14. Cover Page...................................... Cover Page
Item 15. Table of Contents............................... Back Cover
Item 16. General Information and History................. Not Applicable
Item 17. Investment Objectives and Policies.............. Not Applicable
Item 18. Management...................................... Management of the Fund
Item 19. Control Persons and Principal Holders of
Securities..................................... Not Applicable
Item 20. Investment Advisory and Other Services.......... Management of the Fund
Item 21. Brokerage Allocation and Other Practices........ Not Applicable
Item 22. Tax Status...................................... Additional Tax Discussion
Item 23. Financial Statements............................ Balance Sheet of the Fund
</TABLE>
Part C--Other Information
Items 24-33 have been answered in Part C of this Registration Statement
<PAGE>
The Prospectus and Statement of Additional Information for SAL Trust Preferred
Fund I included as part of Pre-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-2 (File No. 333-82195) filed with the
Securities and Exchange Commission on August 25, 1999 are hereby incorporated
by reference as if set forth in full herein.
<PAGE>
SAL TRUST PREFERRED FUND I
PART C: OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
1. Financial Statements:
All other financial statements, schedules and historical financial
information have been omitted as the subject matter is not required, not
present, or not present in amounts sufficient to require submission.
2. Exhibits
<TABLE>
<CAPTION>
Item
number Exhibits
------ --------
<C> <S> <C>
a.1 Charter Certificate of Trust as filed with the State of Delaware on June 24,
1999 is incorporated by reference to Exhibit a.1 of the Registration
Statement on Form N-2 as filed on July 2, 1999.
a.2 Declaration of Trust dated June 24, 1999 is incorporated by reference
to Exhibit a.2 of the Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-2 as filed on August 25, 1999.
b. By-Laws By-laws are incorporated by reference to Exhibit b of the Pre-
Effective Amendment No. 1 to the Registration Statement on
Form N-2 as filed on August 25, 1999.
c. Any Voting Trust Agree- Not Applicable.
ment
d. All Instruments Defining Not Applicable.
Rights of Securities'
Holders
e. Dividend Reinvestment Not Applicable.
Plan
f. Constituent Instruments Not Applicable.
Defining the Rights of
the Holders of Long-
Term Debt
g. Investment Advisory Form of Management Agreement is incorporated by reference
Contracts to Exhibit g of the Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-2 as filed on August 25, 1999.
h. Underwriting or Form of Underwriting Agreement is incorporated by reference
Distribution Contract to Exhibit h of the Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-2 as filed on August 25, 1999.
i. Bonus, Profit Sharing, Not Applicable.
Pension or Other Simi-
lar Contracts
j. Custodian Agreements and Form of Custodian Agreement is incorporated by reference
Depositary Contracts to Exhibit j of the Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-2 as filed on August 25, 1999.
k.1 All other Material Con- Forms of Trust Preferred Purchase Agreement are incorporated by
tracts reference to Exhibit k.1 of the Pre-Effective Amendment No. 1 to
the Registration Statement on Form N-2 as filed on August 25, 1999.
k.2 Form of Guarantee Agreement is incorporated by reference to
Exhibit k.2 of the Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-2 as filed on August 25, 1999.
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
Item
number Exhibits
------ --------
<C> <S> <C>
k.3 Form of Indenture is incorporated by reference to Exhibit k.3 of the
Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-2 as filed on August 25, 1999.
k.4 Form of Bank Trust Agreement is incorporated by reference to
Exhibit k.4 of the Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-2 as filed on August 25, 1999.
l. Opinion and Consent of Opinion and Consent of Counsel to the Fund is incorporated by
Counsel reference to Exhibit 1 of the Pre-Effective Amendment No. 1 to
the Registration Statement on Form N-2 as filed on August 25, 1999.
m. Consent to Service of Not Applicable.
Process
n.1 Copies of Other Opinions Consent of Arthur Andersen LLP, Independent Public
Accountants to the Fund is filed herewith.
n.2 Consent of Osburn, Henning and Company Independent
Public Accountants to First Bancorp, Inc. is filed herewith.
n.3 Consent of McGladery & Pullen, LLP Independent Public
Accountants to First Southern Bancorp, Inc. is filed herewith.
n.4 Consent of Ernst & Young LLP Independent Public Accountants
to Central Community Corporation is filed herewith.
o. Omitted Financial State- Not Applicable.
ments
p.1 Initial Capital Agree- Form of Initial Capital Agreement is incorporated by reference to
ments Exhibit p of the Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-2 as filed on August 25, 1999.
p.2 Amendment to Investment Letter is filed herewith.
q. Retirement Plan Not Applicable.
</TABLE>
- --------
II-2
<PAGE>
Item 25. Marketing Arrangements.
Paragraphs 2 and 3 of Exhibit h is incoporated by reference to Exhibit h of
the Pre-Effective Amendment No.1 to the Registration Statement on Form N-2 as
filed on August 25, 1999.
Item 26. Other Expenses of Issuance and Distribution.
<TABLE>
<S> <C>
Registration fee $ 6,575
Printing costs $100,000
Legal fees and expenses $100,000
Accounting fees and expenses $ 3,000
NASD fees $ 2,865
AMEX fees $ 10,000
Miscellaneous $ 20,000
--------
Total $236,540*
</TABLE>
*None of these expenses will be borne by the Fund.
Item 27. Persons controlled by or under Common Control with Registrant.
Prior to the date of this Offering, Sterne Agee Asset Management, Inc. may
be deemed to control the Fund due to its ownership of all of the then
currently outstanding Fund Shares. Sterne Agee Asset Management, Inc., a
Delaware corporation, Sterne, Agee & Leach Inc., a Delaware corporation, and
The Trust Company of Sterne Agee & Leach, Inc., an Alabama Trust Company, are
under the common control of Sterne, Agee & Leach Group, Inc., a Delaware
holding company.
Item 28. Number of Holders of Securities.
Not Applicable.
Item 29. Indemnification.
Section 10.02 of exhibit a.2 is incorporated by reference to Exhibit a.2 of
the Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2
as filed on August 25, 1999 and Section 8 of exhibit h incorporated by
reference to Exhibit h of the Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-2 as filed August 25, 1999.
Item 30. Business and Other Connections of Investment Adviser
<TABLE>
<CAPTION>
Name and Position with the Manager Name of Other Company Connection with Other Company
---------------------------------- --------------------- -----------------------------
<S> <C> <C>
James S. Holbrook, Jr. Bobby Allison director
Chairman of the Board Wireless Corporation
2055 Lake Avenue, S.E.
Suite A
Largo, Florida 34641
A. Fox deFuniak, III Birmingham Recycling director
director Investment Corporation
1000 Urban Center Drive
Suite 300
Birmingham, AL 35242
Cobb Theaters, Inc. former director
7001 Crestwood Blvd.
Birmingham, AL 35210
</TABLE>
Item 31. Location of Accounts and Records.
The name and address of each person maintaining physical possession of each
account, book or other document required to be maintained by Section 31(a) of
the 1940 Act are as follows:
Sterne Agee Asset Management, Inc. Morgan, Lewis & Bockius LLP
800 Shades Creek Parkway 1800 M Street N.W.
Suite 125 Washington, D.C. 20036
Birmingham, AL 35209
II-3
<PAGE>
Item 32. Management Service.
Not Applicable.
Item 33. Undertakings.
1. An undertaking to suspend the offering of shares until the prospectus
is amended if : (1) subsequent to the effective date of its
registration statement, the net asset value declines more than 10
percent from its net asset value as of the effective date of the
registration statement; or (2) the net asset value increases to an
amount greater than its net proceeds as stated in the prospectus.
2. Not Applicable.
3. Not Applicable.
4. Not Applicable.
5. If the registrant is filing a registration statement permitted by
Rule 430A under the Securities Act of 1933, an undertaking that:
a. For the purpose of determining any liability under the 1933 Act,
the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant under
Rule 497(h) under the 1933 Act shall be deemed to be part of this
registration statement as of the time it was declared effective;
and
b. For the purpose of determining any liability under the 1933 Act,
each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona
fide offering thereof.
6. Not Applicable.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
and/or the Investment Company Act of 1940, as amended, the Registrant has duly
caused this Pre-Effective Amendment No. 2 to the Registration Statement on
Form N-2 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, and State of Alabama, on the 9th day of
September, 1999.
SAL Trust Preferred Fund I
/s/ James S. Holbrook, Jr.
By: _________________________________
James S. Holbrook, Jr.
President
Pursuant to the requirements of the Securities Act of 1933, this Pre-
Effective Amendment No. 2 to the Registration Statement on Form N-2 has been
signed below by the following persons in the capacities and on the date
indicated.
Signature Title Date
/s/ James S. Holbrook, Jr. Chairman of the
- ------------------------------------- Board of Trustees September 9,
James S. Holbrook, Jr. and President 1999
Trustee
/s/ James A. Taylor September 9,
- ------------------------------------- 1999
James A. Taylor
/s/ Robert M. Couch Trustee
- ------------------------------------- September 9,
Robert M. Couch 1999
/s/ F. Eugene Woodham
- ------------------------------------- Treasurer & September 9,
F. Eugene Woodham Secretary 1999
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Item
number Exhibits
- ------ --------
<S> <C> <C>
a.1 Charter Certificate of Trust as filed with the State of Delaware on
June 24, 1999 is incorporated by reference to Exhibit a.1
of the Registration Statement on Form N-2 as filed on
July 2, 1999.
a.2 Declaration of Trust dated June 24, 1999 is incorporated by
reference to Exhibit a.2 of the Pre-Effective Amendment
No. 1 to the Registration Statement on Form N-2 as filed on
August 25, 1999.
b. By-Laws By-laws are incorporated by reference to Exhibit b of the
Pre-Effective Amendment No. 1 to the Registration Statement
on Form N-2 as filed on August 25, 1999.
c. Any Voting Trust Agreement Not Applicable.
d. All Instruments Defining Rights Not Applicable.
of Securities' Holders
e. Dividend Reinvestment Plan Not Applicable.
f. Constituent Instruments Defining Not Applicable.
the Rights of the Holders of
Long-Term Debt
g. Investment Advisory Contracts Form of Management Agreement is incorporated by reference
to Exhibit g of the Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-2 as filed on August 25,
1999.
h. Underwriting or Distribution Contract Form of Underwriting Agreement is incorporated by reference
to Exhibit h of the Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-2 as filed on August 25, 1999.
i. Bonus, Profit Sharing, Pension or Not Applicable.
Other Similar Contracts
j. Custodian Agreements and Form of Custodian Agreement is incorporated by reference to
Depositary Contracts Exhibit j of the Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-2 as filed on August 25, 1999.
k.1 All other Material Contracts Forms of Trust Preferred Purchase Agreement are incorporated
by reference to Exhibit k.1 of the Pre-Effective Amendment
No. 1 to the Registration Statement on Form N-2 as filed on
August 25, 1999.
k.2 Form of Guarantee Agreement is incorporated by reference to
Exhibit k.2 of the Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-2 as filed on August 25,
1999.
k.3 Form of Indenture is incorporated by reference to Exhibit k.3 of
the Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-2 as filed on August 25, 1999.
k.4 Form of Bank Trust Agreement is incorporated by reference to
Exhibit k.4 of the Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-2 as filed on August 25, 1999.
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
Item
number Exhibits
- ------ --------
<S> <C> <C>
l. Opinion and Consent of Counsel Opinion and Consent of Counsel to the Fund is incorporated by
reference to Exhibit 1 of the Pre-Effective Amendment No. 1
to the Registration Statement on Form N-2 as filed on
August 25, 1999.
m. Consent to Service of Process Not Applicable.
n.1 Copies of Other Opinions Consent of Arthur Andersen LLP, Independent Public
Accountants to the Fund is filed herewith.
n.2 Consent of Osburn, Henning and Company Independent
Public Accountants to First Bancorp, Inc. is filed herewith.
n.3 Consent of McGladery & Pullen, LLP Independent Public
Accountants to First Southern Bancorp, Inc. is filed herewith.
n.4 Consent of Ernst & Young LLP Independent Public Accountants
to Central Community Corporation is filed herewith.
o. Omitted Financial Statements Not Applicable.
p.1 Initial Capital Agreements Form of Initial Capital Agreement is incorporated by reference to
Exhibit p of the Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-2 as filed on August 25, 1999.
p.2 Amendment to Investment Letter is filed herewith.
q. Retirement Plan Not Applicable.
</TABLE>
II-7
<PAGE>
EXHIBIT 99.N.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated August 19, 1999 in this Registration Statement
and to all references to our Firm included in or made a part of this
Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Birmingham, Alabama
September 9, 1999
<PAGE>
EXHIBIT 99.N.2
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' CONSENT
We consent to the incorporation by reference in this Amendment No. 2 to the
Registration Statement of SAL Trust Preferred Fund I on Form N-2 of our report
dated February 19, 1999 of our audit of the consolidated financial statements of
FirstBancorp, Inc. as of December 31, 1998 and 1997, and for the two years then
ended appearing in the Prospectus which is a part of this Registration
Statement, and to the reference to our firm under the heading "Experts" in such
Prospectus.
/s/ Osburn, Henning and Company
OSBURN, HENNING AND COMPANY
September 9, 1999
Orlando, Florida
<PAGE>
EXHIBIT 99.N.3
[LOGO] McGLADREY & PULLEN, LLP RSM
----------------------- ---
Certified Public Accountants and Consultants international
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement of SAL Trust Preferred Fund I on Form N-2 of our report, dated January
15, 1999, relating to the consolidated financial statements of First Southern
Bancorp, Inc. and subsidiaries as of and for the years ended December 31, 1998
and 1997. We also consent to the reference to our Firm under the caption
"Experts" in the Prospectus.
/s/ McGladrey & Pullen, LLP
McGladrey & Pullen, LLP
Fort Lauderdale, Florida
September 9, 1999
100 N.E. Third Avenue, Suite 600 Worldwide
Ft. Lauderdale, Florida 33301-1155 Services
(954) 462-6300 FAX (954) 462-4607 Through
Miami (305) 372-5158 RSM International
Boca Raton (561) 368-1402
<PAGE>
EXHIBIT 99.N.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
incorporation by reference of our report dated May 14, 1999, with respect to
the 1998 and 1997 consolidated financial statements of Central Community
Corporation and subsidiaries included in the Pre-Effective Amendment No. 2 to
Registration Statement (Form N-2) of SAL Trust Preferred Fund I for the
registration of 946,000 shares of beneficial interest.
/s/ Ernst & Young LLP
Fort Worth, Texas
September 9, 1999
<PAGE>
Exhibit 99.p.2
Amendment to Investment Letter
STERNE AGEE ASSET MANAGEMENT, INC. LETTERHEAD
September 9, 1999
SAL TRUST PREFERRED FUND I
800 Shades Creek Parkway
Suite 125
Birmingham, AL 35209
Gentlemen:
Our purchase of 4,000 shares for $100,000 on August 19, 1999, pursuant to our
Investment Letter dated August 19, 1999, was made for investment purposes
without any present intention of selling.
Sincerely,
STERNE AGEE ASSET MANAGEMENT, INC.
By: /s/ James S. Holbrook, Jr.
---------------------------
James S. Holbrook, Jr.
Chairman
