1933 Act File No. 2-10638
U.S. 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. 84 [X]
(Check appropriate box or boxes)
LORD ABBETT AFFILIATED FUND, INC.
(Exact Name of Registrant as Specified in Charter)
(212) 848-1800
(Area Code and Telephone Number)
767 FIFTH AVENUE
NEW YORK, NY 10153
(Address of Principal Executive Offices
Number, Street, City, State, Zip Code)
LAWRENCE H. KAPLAN, VICE PRESIDENT
767 FIFTH AVENUE
NEW YORK, NY 10153
(Name and Address of Agent for Service,
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 PAR
VALUE OF $0.001. 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, 1998 WAS FILED ON JANUARY 29, 1999.
THIS FILING WILL BECOME EFFECTIVE ON NOVEMBER 4, 1999, PURSUANT TO RULE 485(B).
LORD ABBETT AFFILIATED FUND, INC.
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CROSS REFERENCE SHEET
(Pursuant to Rule 481(a) under the Securities Act of 1933)
N-14 ITEM NO. AND CAPTION LOCATION IN PROSPECTUS
<S> <C>
PART A
1. Beginning of Registration Statement and Facing Page of Registration Statement; Front
Outside Front Cover Page of Prospectus Cover Page of Prospectus
2. Beginning and Outside Back Cover Page Table of Contents
of Prospectus
3. Synopsis Information and Risk Factors Summary; Comparisons of Some Important Features
4. Information About the Transaction Summary; Reasons for the Merger; Information
About the Merger
5. Information About the Registrant Prospectus Cover Page; Summary; Comparisons of
Some Important Features; Comparison of
Investment Goals and Policies; Information
About Affiliated Fund; Information About Real
Silk
6. Information About the Company Being Prospectus Cover Page; Summary; Comparisons of
Acquired Some Important Features; Comparison of
Investment Goals and Policies; Information
About Affiliated Fund; Information About Real
Silk
7. Voting Information Prospectus Cover Page; Notice of Special
Shareholders Meeting; Voting Information;
Principal Holders of Shares
8. Interest of Certain Persons and Experts None
9. Additional Information Required for Not Applicable
Reoffering by Persons Deemed to be
Underwriters
PART B
10. Cover Page Cover Page of Statement of Additional
Information
11. Table of Contents Not Applicable
12. Additional Information About the Incorporation of Documents by Reference in the
Registrant Statement of Additional Information
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13. Additional Information About the Incorporation of Documents by Reference in the
Company Being Acquired Statement of Additional Information
14. Financial Information Incorporation of Documents by Reference in the
Statement of Additional Information
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PART C -- OTHER INFORMATION
Part C contains the information required by Items 15-17 as set forth in the
form.
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PART C. OTHER INFORMATION
Item 15. Indemnification
Registrant is incorporated under the laws of the State of
Maryland and is subject to Section 2-418 of the Corporations
and Associations Article of the Annotated Code of the State of
Maryland controlling the indemnification of the directors and
officers. Since Registrant has its executive offices in the
State of New York, and is qualified as a foreign corporation
doing business in such State, the persons covered by the
foregoing statute may also be entitled to and subject to the
limitations of the indemnification provisions of Section
721-726 of the New York Business Corporation Law.
The general effect of these statutes is to protect officers,
directors and employees of Registrant against legal liability
and expenses incurred by reason of their positions with the
Registrant. The statutes provide for indemnification for
liability for proceedings not brought on behalf of the
corporation and for those brought on behalf of the
corporation, and in each case place conditions under which
indemnification will be permitted, including requirements that
the officer, director or employee acted in good faith. Under
certain conditions, payment of expenses in advance of final
disposition may be permitted. The By-laws of Registrant,
without limiting the authority of Registrant to indemnify any
of its officers, employees or agents to the extent consistent
with applicable law, make the indemnification of its directors
mandatory subject only to the conditions and limitations
imposed by the above- mentioned Section 2-418 of Maryland law
and by the provisions of Section 17(h) of the Investment
Company Act of 1940 as interpreted and required to be
implemented by SEC Release No. IC-11330 of September 4, 1980.
In referring in its By-laws to, and making indemnification of
directors subject to the conditions and limitations of, both
Section 2-418 of the Maryland law and Section 17(h) of the
Investment Company Act of 1940, Registrant intends that
conditions and limitations on the extent of the
indemnification of directors imposed by the provisions of
either Section 2-418 or Section 17(h) shall apply and that any
inconsistency between the two will be resolved by applying the
provisions of said Section 17(h) if the condition or
limitation imposed by Section 17(h) is the more stringent. In
referring in its By-laws to SEC Release No. IC-11330 as the
source for interpretation and implementation of said Section
17(h), Registrant understands that it would be required under
its By-laws to use reasonable and fair means in determining
whether indemnification of a director should be made and
undertakes to use either (1) a final decision on the merits by
a court or other body before whom the proceeding was brought
that the person to be indemnified ("indemnitee") was not
liable to Registrant or to its security holders by reason of
willful malfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office
("disabling conduct") or (2) in the absence of such a
decision, a reasonable determination, based upon a review of
the facts, that the indemnitee was not liable by reason of
such disabling conduct, by (a) the vote of a majority of a
quorum of directors who are neither "interested persons" (as
defined in the 1940 Act) of Registrant nor parties to the
proceeding, or (b) an independent legal counsel in a written
opinion. Also, Registrant will make advances of attorneys'
fees or other expenses incurred by a director in his defense
only if (in addition to his undertaking to repay the advance
if he is not ultimately entitled to indemnification) (1) the
indemnitee provides a security for his undertaking, (2)
Registrant shall be insured against losses arising by reason
of any lawful advances, or (3) a majority of a quorum of the
non-interested, non-party directors of Registrant, or an
independent legal counsel in a written opinion, shall
determine, based on a review of readily available facts, that
there is reason to believe that the indemnitee ultimately will
be found entitled to indemnification.
Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, 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
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(other than the payment by the Registrant of expense incurred
or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, 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.
In addition, Registrant maintains a directors' and officers'
errors and omissions liability insurance policy protecting
directors and officers against liability for breach of duty,
negligent act, error or omission committed in their capacity
as directors or officers. The policy contains certain
exclusions, among which is exclusion from coverage for active
or deliberate dishonest or fraudulent acts and exclusion for
fines or penalties imposed by law or other matters deemed
uninsurable.
Item 16. Exhibits
(1) Articles of Incorporation, Articles Supplementary.
Incorporated by reference to Post-Effective Amendment
No. 73 to the Registration Statement on Form N-1A filed
on March 2, 1998.
(2) By-Laws. Incorporated by reference to Post-Effective
Amendment No. 76 to the Registration Statement on Form
N-1A filed on December 18, 1998.
(3) Voting Trust Agreement affecting more than 5 percent of
any class of the registrant. Not applicable.
(4) Agreement of Acquisition, Reorganization, or Merger.
Incorporated by reference to Post-Effective Amendment
No. 83 to the Registration Statment on Form N-14 filed
on October 19, 1999. Amendment filed herewith.
(5) Specimens of security being registered. Incorporated by
reference to Post-Effective Amendment No.83 to the
Registration Statement on Form N-14 filed on October 19,
1999.
(6) Investment Advisory Contracts, Management Agreement.
Incorporated by reference to Post-Effective Amendment
No. 8 to the Registration Statement on Form N-1A of Lord
Abbett Equity Fund, Inc. (File No. 811-6033).
(7) Underwriting Contracts. Incorporated by reference.
(8) Bonus or Profit Sharing Contracts. Incorporated by
reference to Post-Effective Amendment No. 6 to the
Registration Statement on Form N-1A of Lord Abbett
Securities Trust (File No. 811-7538).
(9) Custodian Agreements. Incorporated by reference.
(10) Rule 12b-1 Plan. Incorporated by reference to
Post-Effective Amendment No. 40 to the Registration
Statement on Form N-1A of Lord Abbett Bond-Debenture
Fund, Inc. (File No. 811-2145).
(11) Consent to Legal Opinion. To Be Filed.
(12) Consent of Independent Auditors. Incorporated by
reference to Post-Effective Amendment No. 81 to the
Registration Statement on Form N-1A filed on April 30,
1999.
(13) Other Contracts. Not applicable.
(14) Other Opinions. Not applicable.
(15) Omitted Financial Statements. Incorporated by reference.
(16) Power of Attorney. Incorporated by reference to
Post-Effective Amendment No. 79 to the Registration
Statement on Form N-1A filed on April 30, 1999.
OTHER EXHIBITS:
---------------
(17) Financial Data Schedule. Incorporated by reference to
Post-Effective Amendment No. 81 to the Registration
Statement on Form N-1A filed on April 30, 1999.
(18) Rule 18f-3 Plan. Incorporated by reference to
Post-Effective Amendment No. 40 to the Registration
Statement on Form N-1A of Lord Abbett Bond-Debenture
Fund, Inc. (File No. 811-2145).
1
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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 securities offered
therein, and the offering of the securities at that time
shall be deemed to be the initial bona fide offering of
them.
(3) The undersigned registrant agrees to file a copy of the
tax opinion required to be filed as an exhibit to the
registration statement by Item 16(12) of Form N-14 under
the Securities Act of 1933, as amended, by means of a
post-effective amendment to the registration statement.
2
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SIGNATURES
----------
Pursuant to the requirements of the Securities Act of
1933 and the Investment Company Act, the Fund certifies that
it meets all of the requirements for effectiveness of this
registration statement under rule 485(b) under the Securities
Act and has duly caused this registration statement to be
signed on behalf of the registrant, in the City of New York,
and State of New York, on the 4th day of November, 1999.
LORD ABBETT AFFILIATED FUND, INC.
---------------------------------
Registrant
BY: /s/ Lawrence H. Kaplan
Lawrence H. Kaplan
Vice President
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As required by the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signatures Title Date
- ---------- ----- ----
Chairman, President
/s/Robert S. Dow* and Director/Trustee November 4, 1999
- ---------------------------- ----------------------- -------------------
Robert S. Dow
/s/ E. Thayer Bigelow* Director/Trustee November 4, 1999
- ---------------------------- ----------------------- -------------------
E. Thayer Bigelow
/s/William H. T. Bush* Director/Trustee November 4, 1999
- ---------------------------- ---------------------- -------------------
William H. T. Bush
/s/Robert B. Calhoun, Jr*. Director/Trustee November 4, 1999
- ---------------------------- ---------------------- -------------------
Robert B. Calhoun, Jr.
/s/Stewart S. Dixon* Director/Trustee November 4, 1999
- ---------------------------- ----------------------- -------------------
Stewart S. Dixon
/s/John C. Jansing* Director/Trustee November 4, 1999
- ---------------------------- ----------------------- -------------------
John C. Jansing
/s/C. Alan MacDonald* Director/Trustee November 4, 1999
- ---------------------------- ------------------------ -------------------
C. Alan MacDonald
/s/Hansel B. Millican, Jr*. Director/Trustee November 4, 1999
- ---------------------------- ------------------------ -------------------
Hansel B. Millican, Jr.
/s/Thomas J. Neff* Director/Trustee November 4, 1999
- ---------------------------- ------------------------ -------------------
Thomas J. Neff
/s/Donna M. McManus Treasurer November 4, 1999
- ---------------------------- ------------------------ -------------------
Donna M. McManus Treasurer
*BY: /s/ Lawrence H. Kaplan
-------------------------
Lawrence H. Kaplan
Attorney-in-Fact
4
Amendment No. 1 to the Agreement and Plan of Merger
between
Real Silk Investments, Incorporated and Lord Abbett
Affiliated Fund, Inc.
Amendment No. 1 (this "Amendment") dated November 4, 1999 to the
Agreement and Plan of Merger dated July 8, 1999 Between Real Silk Investments,
Incorporated and Lord Abbett Affiliated Fund, Inc. (the "Merger
Agreement"). Capitalized terms used herein and not defined herein shall have
the meanings ascribed thereto in the Merger Agreement.
Whereas, the Parties desire to amend the Merger Agreement to (i) allow
Affiliated Fund to deliver Affiliated Fund Common Shares to the Exchange Agent
through an account statement evidencing a book entry in Affiliated Fund's
shareholder records and (ii) change the law firm which will render the legal
opinion required by Section 6.2.7 of the Merger Agreement.
Now, Therefore, for and in consideration of the mutual covenants and
agreement hereinafter set forth, the Parties agree as follows:
1. Section 2.7.1 shall be restated in its entirety as follows:
Section 2.7.1 Immediately after the Effective Time, (A) the Buyer shall
furnish to Peoples Bank & Trust Company, a commercial bank organized
under the laws of the State of Indiana (the "Exchange Agent") stock
certificates or, in the case of securities held by book entry, account
statements, which in the aggregate represent that number of Buyer
Shares equal to the product of (i) the Conversion Ratio times (ii) the
number of outstanding Target Shares (other than any Dissenting Shares
and Buyer-owned Shares) and (B) the Buyer shall cause the Exchange
Agent to mail a letter of transmittal (with instructions for its use)
in form and substance mutually agreeable to the Parties to this
Agreement, to each record holder of outstanding Target Shares for the
holder to use in surrendering the certificates which represented his,
her or its Target Shares. Upon delivery to the Exchange Agent of the
Target Shares in accordance with the terms in the letter of
transmittal, the Target Shares shall be exchanged for: (i) a
certificate, or an account statement in the name of the Real Silk
Stockholder, in the case of securities held by book entry, representing
the number of Buyer Shares to which Real Silk Stockholder is entitled
to have immediate possession, which the Exchange Agent shall deliver to
the Real Silk Stockholder, and (ii) a certificate, or an account
statement in the name of the Escrow Agent on behalf of the Real Silk
Stockholder, in the case of securities held by book entry, representing
the number of Buyer Shares subject to the Escrow Agreement, which the
Exchange Agent shall deliver to the Escrow Agent.
2. Section 6.2.7 shall be amended by replacing the law firm "Debevoise &
Plimpton" in the first line thereof with the law firm "Wilmer, Cutler &
Pickering" which shall render the opinion of counsel referred to in
such section.
3. Except to the extent specifically amended by this Amendment, the Merger
Agreement shall remain in full force and effect.
4. This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the
date first above written.
LORD ABBETT AFFILIATED FUND, INC. REAL SILK INVESTMENTS, INCORPORATED
By:_________________________________ By:_______________________
Robert S. Dow
Chairman of the Board of Directors
