1940 Act File No. 811-9597
1933 Act File No. 333-31432
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 2 [X]
LORD ABBETT LARGE-CAP GROWTH FUND
(Exact Name of Registrant as Specified in Charter)
(800) 201-6984
(Area Code and Telephone Number)
90 Hudson Street
Jersey City, New Jersey 07302-3972
(Address of Principal Executive offices
Number, Street, City, State, Zip Code)
Lawrence H. Kaplan, Vice President
90 Hudson Street
Jersey City, New Jersey 07302-3972
(Address of Principal Executive offices
Number, Street, City, State, Zip Code)
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
TITLE OF THE SECURITIES BEING REGISTERED: SHARES OF BENEFICIAL INTEREST
WITH NO PAR VALUE. 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 JULY 31, 2000 WILL BE FILED ON OR ABOUT
OCTOBER 31, 2000
THIS FILING WILL BECOME EFFECTIVE UPON FILING, PURSUANT TO RULE 485(b)
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CROSS-REFERENCE SHEET
(Pursuant to Rule 481(a) under the Securities Act of 1933)
PART A (Combined Prospectus/Proxy Statement) is incorporated by reference to the
Registrant's Initial Registration Statement on Form N-14 filed on
March 31, 2000.
Part B (Statement of Additional Information ) is incorporated by reference to
the Registrant's Post-Effective Amendment No. 1 on Form N-14 filed on
May 11, 2000.
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PART A ITEM CAPTION PROSPECTUS CAPTION
ITEM NO.
1 Beginning of Registration
Statement and Outside
Front Cover Page of Prospectus
2 Beginning and Outside Back Cover
Page of Prospectus
3 Fee Table, Synopsis Information, Fee Table; Summary of
and Risk Factor Proposal Capitalization
4 Information About the Transaction Information about the
Reorganization
5 Information About the Registrant Comparative Information
about the Large-Cap
Growth Fund and the
Equity Fund
6 Information About the Company Comparative Information
Being Acquired about the Large-Cap
Growth Fund and the
Equity Fund
7 Voting Information Additional Information
8 Interest of Certain Persons and Additional Information
Experts
9 Additional Information Required Not applicable
For Reoffering by Persons Deemed
to be Underwriters
PART B ITEM ITEM CAPTION STATEMENT OF ADDITIONAL
INFORMATION CAPTION
NO.
10 Cover Page Cover Page
11 Table of Contents Not applicable
12 Additional Information About Incorporated by reference
the Registrant
13 Additional Information About Incorporated by reference
the Company Being Acquired
14 Financial Statements Incorporated by reference
PART C ITEM PART C CAPTION
NO.
15 Indemnification Indemnification
16 Exhibits Exhibits
17 Undertakings
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PART A (Combined Prospectus/Proxy Statement) is incorporated by reference
to the Registrant's Initial Registration Statement on Form N-14 filed on March
31, 2000
PART B (Statement of Additional Information ) is incorporated by reference
to the Registrant's Post-Effective Amendment No. 1 on Form N-14 filed on May 11,
2000.
<PAGE>
PART C
OTHER INFORMATION
Item 15 Indemnification
The Registrant is a Delaware Business Trust established under Chapter 38 of
Title 12 of the Delaware Code. The Registrant's Declaration and Instrument of
Trust at Section 4.3 relating to indemnification of Trustees, officers, etc.
states the following. The Trust shall indemnify each of its Trustees, officers,
employees and agents (including any individual who serves at its request as
director, officer, partner, trustee or the like of another organization in which
it has any interest as a shareholder, creditor or otherwise) against all
liabilities and expenses, including but not limited to amounts paid in
satisfaction of judgments, in compromise or as fines and penalties, and counsel
fees reasonably incurred by him or her in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or criminal,
before any court or administrative or legislative body in which he or she may be
or may have been involved as a party or otherwise or with which he or she may be
or may have been threatened, while acting as Trustee or as an officer, employee
or agent of the Trust or the Trustees, as the case may be, or thereafter, by
reason of his or her being or having been such a Trustee, officer, employee or
agent, except with respect to any matter as to which he or she shall have been
adjudicated not to have acted in good faith in the reasonable belief that his or
her action was in the best interests of the Trust or any Series thereof.
Notwithstanding anything herein to the contrary, if any matter which is the
subject of indemnification hereunder relates only to one Series (or to more than
one but not all of the Series of the Trust), then the indemnity shall be paid
only out of the assets of the affected Series. No individual shall be
indemnified hereunder against any liability to the Trust or any Series thereof
or the Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office. In addition, no such indemnity shall be provided with respect to any
matter disposed of by settlement or a compromise payment by such Trustee,
officer, employee or agent, pursuant to a consent decree or otherwise, either
for said payment or for any other expenses unless there has been a determination
that such compromise is in the best interests of the Trust or, if appropriate,
of any affected Series thereof and that such Person appears to have acted in
good faith in the reasonable belief that his or her action was in the best
interests of the Trust or, if appropriate, of any affected Series thereof, and
did not engage in willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office. All
determinations that the applicable standards of conduct have been met for
indemnification hereunder shall be made by (a) a majority vote of a quorum
consisting of disinterested Trustees who are not parties to the proceeding
relating to indemnification, or (b) if such a quorum is not obtainable or, even
if obtainable, if a majority vote of such quorum so directs, by independent
legal counsel in a written opinion, or (c) a vote of Shareholders (excluding
Shares owned of record or beneficially by such individual). In addition, unless
a matter is disposed of with a court determination (i) on the merits that such
Trustee, officer, employee or agent was not liable or (ii) that such Person was
not guilty of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office, no
indemnification shall be provided hereunder unless there has been a
determination by independent legal counsel in a written opinion that such Person
did not engage in willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office.
The Trustees may make advance payments out of the assets of the Trust or,
if appropriate, of the affected Series in connection with the expense of
defending any action with respect to which indemnification might be sought under
this Section 4.3. The indemnified Trustee, officer, employee or agent shall give
a written undertaking to reimburse the Trust or the Series in the event it is
subsequently determined that he or she is not entitled to such indemnification
and (a) the indemnified Trustee, officer, employee or agent shall provide
security for his or her undertaking, (b) the Trust shall be insured against
losses arising by reason of lawful advances, or (c)a majority of a quorum of
disinterested Trustees or an independent legal counsel in a written opinion
shall determine, based on a review of readily available facts (as opposed to a
full trial-type inquiry), that there is reason to believe that the indemnitee
ultimately will be found entitled to indemnification. The rights accruing to any
Trustee, officer, employee or agent under these provisions shall not exclude any
other right to which he or she may be lawfully entitled and shall inure to the
benefit of his or her heirs, executors, administrators or other legal
representatives.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to Trustees, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expense incurred
or paid by a Trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
Trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Item 16 Exhibits
(1) Declaration of Trust is incorporated by reference to the
Initial Registration Statement on Form N-1A filed on September
30, 1999.
(2) By-Laws are incorporated by reference to the Initial
Registration Statement on Form N-1A filed on September 30, 1999.
(3) Not applicable.
(4) Reorganization Agreement is incorporated by reference to the
Initial Registration Statement on Form N-14 filed on March 31,
2000, (filed as Appendix to Prospectus/Proxy Statement).
(5) Instruments Defining Rights of Security Holders not applicable.
(6) Management Agreement is incorporated by reference to the Initial
Registration Statement on Form N-1A filed on September 30, 1999.
(7) Distribution Agreement is incorporated by reference to the
Initial Registration Statement on Form N-1A filed on September
30, 1999.
(8) Bonus or Profit Sharing Contract is incorporated by reference to
Post-Effective Amendment No. 6 to the Registrant's Registration
Statement on Form N-1A filed on October 7, 1994.
(9) Custodian Agreement is incorporated by reference to Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-1A filed
on December 28, 1999.
(10) Rule 18f-3 Plan is incorporated by reference to the Initial
Registration Statement on Form N-1A filed on September 30, 1999.
Rule 12b-1 Plans are incorporated by reference to the Initial
Registration Statement on Form N-1A filed on September 30, 1999.
(11) Consent to Legal Opinion is incorporated by reference to
Post-Effective Amendment No 1 to the Registration Statement on
Form N-14 filed on May 11, 2000.
(12) Consent of Deloitte & Touche LLP is incorporated by reference to
Post-Effective Amendment No 1 to the Registration Statement on
Form N-14 filed on May 11, 2000.
(13) Not applicable.
(14) Tax Opinion filed herewith.
(15) Not applicable.
(16) Not applicable.
(17) (a) Initial Capital Agreement is incorporated by reference to
Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-1A filed on December 28, 1999.
(b) Financial Data Schedule not applicable.
(c) Financial Statements are incorporated by reference to
Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-1A filed on December 28, 1999, to the Annual Report to
Shareholders of the Equity Fund dated August 17, 1999, and to the
Semi-Annual Report to Shareholders of the Equity Fund dated
February 7, 2000.
(d) Transfer Agency Agreement is incorporated by reference to
Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-1A filed on December 28, 1999.
(e) Proxy card is incorporated by reference to the Initial
Registration Statement on Form N-14 filed on March 31, 2000.
(f) Lord Abbett Large-Cap Growth Fund Prospectus dated December
30, 1999 is incorporated by reference to the Initial Registration
Statement on Form N-14 filed on March 31, 2000.
(g) Lord Abbett Large-Cap Growth Fund Statement of Additional
Information dated December 30, 1999 filed herewith.
(h) Lord Abbett Equity Fund 1999 Semi-Annual Report for the Six
Months Ending November 30, 1999 is incorporated by reference to
the Initial Registration Statement on Form N-14 filed on
March 31, 2000.
(i) Lord Abbett Equity Fund 1999 Annual Report is incorporated
by reference to the Initial Registration Statement on Form N-14
filed on March 31, 2000.
Item 17 Undertakings
(1) 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 Rule 145(c) of the Securities Act, the
reoffering prospectus will contain the information called for by the applicable
registration form for the reofferings by persons who may be deemed underwriters,
in addition to the information called for by the other items of the applicable
form.
(2) 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 initial
bona fide offering of them.
SIGNATURES
As required by the Securities Act of 1933, this Post-Effective
Registration Statement has been signed on behalf of the Registrant in Jersey
City, New Jersey, on the 2nd day of June, 2000.
LORD ABBETT LARGE-CAP GROWTH FUND
By: /s/ Lawrence H. Kaplan
Lawrence H. Kaplan Vice President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post- Effective Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Robert S. Dow Chairman, President
Robert S. Dow and Director/Trustee June 2, 2000
/s/ E. Thayer Bigelow Director/Trustee June 2, 2000
E. Thayer Bigelow
/s/ William H. T. Bush Director/Trustee June 2, 2000
William H. T. Bush
/s/ Robert B. Calhoun, Jr. Director/Trustee June 2, 2000
Robert B. Calhoun, Jr.
/s/ Stewart S. Dixon Director/Trustee June 2, 2000
Stewart S. Dixon
/s/ John C. Jansing Director/Trustee June 2, 2000
John C. Jansing
/s/ C. Alan MacDonald Director/Trustee June 2, 2000
C. Alan MacDonald
/s/ Hansel B. Millican, Jr. Director/Trustee June 2, 2000
Hansel B. Millican, Jr.
/s/ Thomas J. Neff Director/Trustee June 2, 2000
Thomas J. Neff
/s/ Donna M. McManus Chief Financial Officer June 2, 2000
Donna M. McManus
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