<PAGE>
As filed with the Securities and Exchange Commission on May 2, 1995
Registration No. 33-76256
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
FORM S-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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Hampshire Funding, Inc.
(Exact name of registrant as specified in charter)
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NEW HAMPSHIRE
(State or other jurisdiction of incorporation or organization)
02-0277842
(I.R.S. Employer Identification No.)
One Granite Place, Concord, New Hampshire 03301
Tel. (603) 226-5000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Charles C. Cornelio, Esquire
Chubb Life Insurance Company of America
One Granite Place
Concord, New Hampshire 03301
(603) 226-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public:
As soon as possible after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of each class of to be price offering registration
securities to be registered registered(1) per unit(2) price(2) fee
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<S> <C> <C> <C> <C>
Programs for the acquisition of mutual
fund shares and insurance............... $30,000,000 $30,000,000 $30,000,000 $10,344.81
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</TABLE>
(1) Based on initial investments in mutual fund shares and insurance.
(2) Solely for the purpose of computing the filing fee.
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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 that 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 date as the Commission, acting pursuant to said Section 8(a),
may determine.
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This Post-Effective Amendment to Hampshire Funding, Inc. filing on Form S-2
is being made to add the Financial Data Schedule to the Exhibits as required by
Regulation S-K, Item 601(a)(27) and pursuant to Regulation S-K, Item 601(c).
The Financial Data Schedule is incorporated by Reference to the exhibit
number indicated to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994).
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
The following exhibits are filed herewith or incorporated by reference under
Commission Rule 411(c).
Exhibit No. Description of Exhibit
- ----------- -------------------------------------------------------------------
1 -Distribution Agreement between the Company and Chubb Securities
Corporation dated March 1, 1990.*
4 -(i) Agency Agreement and Limited Power of Attorney.++
-(ii) Change of Participant in Program.++
-(iii) Disclosure Statement and Agreement to Modify a Program.++
5 -Opinion of Charles C. Cornelio, Esquire re: Legality,
incorporated by reference to earlier filing on March 9, 1994, SEC
File No. 33-76256, Exhibit 5 of Form S-2 Registration Statement.
10 -(i)(a) Loan Agreement between The Colonial Life Insurance
Company of America and the Company, dated July 10, 1989.*
- (b) Amendment to Loan Agreement between The Colonial Life
Insurance Company of America and the Company, dated March 8, 1990.*
- (c) Second Amendment to Loan Agreement between The Colonial Life
Insurance Company of America and the Company, dated December 15,
1992.***
- (d) Third Amendment to Loan Agreement between The Colonial Life
Insurance Company of America and the Company, dated March 8,
1993.***
- (e) Fourth Amendment to Loan Agreement between The Colonial Life
Insurance Company of America and the Company, dated June 17,
1993.****
-(ii)(a) Company-Lender Agreement between The Colonial Life
Insurance Company of America and the Company, dated July 7, 1989.*
- (b) Amendment to Acceptance of Company-Lender Agreement between
The Colonial Life Insurance Company of America and the Company,
dated March 8, 1990.*
- (c) Second Amendment to Acceptance of Company-Lender Agreement
between The Colonial Life Insurance Company of America and the
Company, dated December 15, 1992.***
- (d) Third Amendment to Acceptance of Company-Lender Agreement
between The Colonial Life Insurance Company of America and the
Company, dated March 8, 1993.***
- (e) Fourth Amendment to Acceptance of Company-Lender Agreement
between The Colonial Life Insurance Company of America and the
Company, dated June 17, 1993.****
-(iii) Franchise Fee Agreement between Chubb Life Insurance Company
of America and the Company, dated March 9, 1990.*
-(iv) Franchise Fee Agreement between The Volunteer State Life
Insurance Company and the Company, dated March 9, 1990.*
-(v)(a) Loan Agreement between Chubb Life Insurance Company of
America and the Company dated September 29, 1993.****
- (b) Company-Lender Agreement between the Company and Chubb Life
Insurance Company of America dated September 29, 1993.****
- (c) Acceptance of Company-Lender Agreement between Chubb Life
Insurance Company of America and the Company dated September 29,
1993.****
-(vi)(a) Loan Agreement between the Company and Chubb Life
Insurance Company of America dated September 29, 1994.*****
- (b) Company Lender Agreement between the Company and Chubb Life
Insurance Company of America dated September 29, 1994.*****
- (c) Acceptance of Company Lender Agreement between Chubb Life
Insurance Company of America and the Company dated September 29,
1994.*****
24 -(i) Consent of Ernst & Young LLP, Independent Auditors.+
-(ii) Consent of Counsel (contained in Exhibit 5).
25 -Power of Attorney, (included on Signature Page to this
Registration Statement).
27 -Financial Data Schedule, (Incorporated by Reference to the exhibit
number indicated to the Company's Annual Report on Form 10-K for the
year ended December 31, 1994).
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* Incorporated by Reference to the exhibit number indicated to the
Company's Annual Report on Form 10-K for the year ended December 31, 1989.
** Incorporated by Reference to the exhibit number indicated to the
Company's Annual Report on Form 10-K for the year ended December 31, 1991.
*** Incorporated by Reference to the exhibit number indicated to the
Company's Annual Report on Form 10-K for the year ended December 31, 1992.
**** Incorporated by Reference to the exhibit number indicated to the
Company's Annual Report on Form 10-K for the year ended December 31, 1993.
***** Incorporated by Reference to the exhibit number indicated to the
Company's Annual Report on Form 10-K for the year ended December 31, 1994.
+ Filed herewith.
++ Incorporated by Reference to earlier filing on March 18, 1994, SEC File
No. 33-76256, to the exhibit number indicated to the Company's Registration
Statement on Form S-2.
II-2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Concord, State of New Hampshire on April 27 ,
1995.
Hampshire Funding, Inc.
By: /s/ Bruce R. Stefany
-----------------------------------
Bruce R. Stefany, President
POWER OF ATTORNEY
Each of Hampshire Funding, Inc. (the "Company") and the undersigned Officers
and Directors thereof whose signatures appear below hereby makes, constitutes
and appoints Bruce R. Stefany and Charles C. Cornelio and each of them acting
individually, its and his true and lawful attorneys with power to act without
any other and with full power of substitution, to execute, deliver and file in
its or his name and on its behalf, and in each of the undersigned Officers' and
Directors' capacity or capacities as shown below, this Registration Statement
and any and all documents in support of this Registration Statement or
supplemental thereto, and any and all amendments, including any and all
post-effective amendments to the foregoing; and each of the company and said
Officers and Directors hereby grants to said attorneys, and to any one or more
of them, full power and authority to do and perform each and every act and
thing whatsoever as said attorneys or attorney may deem necessary or advisable
to carry out fully the intent of this Power of Attorney to the same extent and
with the same effect as the Company might or could do, and as each of said
Officers and Directors might or could do personally in his capacity or
capacities as aforesaid, and each of the Company and said Officers and
Directors hereby ratifies, confirms and approves all acts and things which said
attorneys or attorney might do or cause to be done by virtue of this Power of
Attorney and its or his signature as the same may be signed by said attorneys
or attorney, or any one or more of them, to this Registration Statement and any
and all amendments thereto, including any and all post-effective amendments to
the foregoing.
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.
Name Title Date
---- ----- ----
* President and Director April 27 , 1995
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Bruce R. Stefany
* Director April 27 , 1995
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James R. Wagner, Jr.
II-4
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Name Title Date
---- ----- ----
* Director April 27 , 1995
- -------------------------
Frederick H. Condon
* Director April 27 , 1995
- -------------------------
Ernest J. Tsouros
* Director April 27 , 1995
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Randell G. Craig
Director
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Joseph A. Morein
/s/ John A. Weston Treasurer, Principal April 27 , 1995
- ------------------------- Financial and Accounting
John A. Weston Officer
*By: /s/ Bruce R. Stefany
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Bruce R. Stefany, Attorney-in-Fact
