As filed with the Securities and Exchange Commission on May 31, 2000
1933 Act File Nos. 333-92061
and 333--92093
1940 Act File No. 811-2107
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. 1 [ X ]
----
(Check appropriate box or boxes.)
FIRST INVESTORS FUND FOR INCOME, INC.
(Exact name of Registrant as Specified in Charter)
95 Wall Street
New York, New York 10005
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 858-8000
Ms. Concetta Durso
Secretary and Vice President
First Investors Fund For Income, Inc.
95 Wall Street
New York, New York 10005
(Name and Address of Agent for Service)
Copy to:
Robert J. Zutz, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, NW
Washington, D.C. 20036
Approximate Date of Proposed Public Offering: as soon as practicable after this
Registration Statement becomes effective under the Securities Act of 1933.
No filing fee is required because of reliance on Section 24(f) of the Investment
Company Act of 1940, as amended.
It is proposed that this filing will become effective immediately upon filing
pursuant to Rule 485(b) under the Securities Act of 1933.
<PAGE>
Parts A and B were previously filed.
FIRST INVESTORS FUND FOR INCOME, INC.
PART C. OTHER INFORMATION
-------------------------
Item 15. Indemnification
---------------
Article X, Section 1 of the By-Laws of Registrant provides as
follows:
Section 1. Every person who is or was an officer or director of
the Corporation (and his heirs, executors and administrators) shall be
indemnified by the Corporation against reasonable costs and expenses incurred by
him in connection with any action, suit or proceeding to which he may be made a
party by reason of his being or having been a director or officer of the
Corporation, except in relation to any action, suit or proceeding in which he
has been adjudged liable because of negligence or misconduct, which shall be
deemed to include willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office. In the absence of
an adjudication which expressly absolves the director or officer of liability to
the Corporation or its stockholders for negligence or misconduct, within the
meaning thereof as used herein, or in the event of a settlement, each director
or officer (and his heirs, executors and administrators) shall be indemnified by
the Corporation against payments made, including reasonable costs and expenses,
provided that such indemnity shall be conditioned upon the prior determination
by a resolution of two-thirds of the Board of Directors who are not involved in
the action, suit or proceeding that the director or officer has no liability by
reason of negligence or misconduct within the meaning thereof as used herein,
and provided further that if a majority of the members of the Board of Directors
of the Corporation are involved in the action, suit or proceeding, such
determination shall have been made by a written opinion of independent counsel.
Amounts paid in settlement shall not exceed costs, fees and expenses which would
have been reasonably incurred if the action, suit or proceeding had been
litigated to a conclusion. Such a determination by the Board of Directors or by
independent counsel, and the payment of amounts by the Corporation on the basis
thereof, shall not prevent a stockholder from challenging such indemnification
by appropriate legal proceedings on the grounds that the person indemnified was
liable to the Corporation or its security holders by reason of negligence or
misconduct within the meaning thereof as used herein. The foregoing rights and
indemnification shall not be exclusive of any other rights to which any officer
or director (or his heirs, executors and administrators) may be entitled to
according to law.
The Registrant's Investment Advisory Agreement provides as
follows:
The Manager shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Company or any Series in
connection with the matters to which this Agreement relate except a loss
resulting from the willful misfeasance, bad faith or gross negligence on its
part in the performance of its duties or from reckless disregard by it of its
<PAGE>
obligations and duties under this Agreement. Any person, even though also an
officer, partner, employee, or agent of the Manager, who may be or become an
officer, Board member, employee or agent of the Company shall be deemed, when
rendering services to the Company or acting in any business of the Company, to
be rendering such services to or acting solely for the Company and not as an
officer, partner, employee, or agent or one under the control or direction of
the Manager even though paid by it.
The Registrant's Underwriting Agreement provides as follows:
The Underwriter agrees to use its best efforts in effecting the
sale and public distribution of the shares of the Fund through dealers and to
perform its duties in redeeming and repurchasing the shares of the Fund, but
nothing contained in this Agreement shall make the Underwriter or any of its
officers and directors or shareholders liable for any loss sustained by the Fund
or any of its officers, directors, or shareholders, or by any other person on
account of any act done or omitted to be done by the Underwriter under this
Agreement provided that nothing herein contained shall protect the Underwriter
against any liability to the Fund or to any of its shareholders to which the
Underwriter would otherwise be subject by reason of willful misfeasance, bad
faith, or gross negligence in the performance of its duties as Underwriter or by
reason of its reckless disregard of its obligations or duties as Underwriter
under this Agreement. Nothing in this Agreement shall protect the Underwriter
from any liabilities which they may have under the Securities Act of 1933 or the
Investment Company Act of 1940.
Reference is hereby made to the Maryland Corporations and
Associations Annotated Code, Sections 2-417, 2-418 (1986).
The general effect of this Indemnification will be to indemnify
the officers and directors of the Registrant from costs and expenses arising
from any action, suit or proceeding to which they may be made a party by reason
of their being or having been a director or officer of the Registrant, except
where such action is determined to have arisen out of the willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of the director's or officer's office.
Item 16. Exhibits
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(1)(i) Articles of Restatement1
(ii) Articles Supplementary1
(2) Amended and Restated By-laws1
(3) Voting trust agreement - none.
(4) Agreement and Plan of Reorganization and Termination is attached
as Appendix A to the Prospectus/Proxy Statement.3
<PAGE>
(5) Shareholders' rights are contained in (a) Articles FIFTH and
EIGHTH of Registrant's Articles of Restatement dated September
14, 1994, previously filed as Exhibit 99.B1.1 to Registrant's
Registration Statement; (b) Article FOURTH of Registrant's
Articles Supplementary to Articles of Incorporation dated
October 20, 1994, previously filed as Exhibit 99.B1.2 to
Registrant's Registration Statement and (c) Article II of
Registrant's Amended and Restated By-laws, previously filed as
Exhibit 99.B2 to Registrant's Registration Statement.
(6) Investment Advisory Agreement between Registrant and First
Investors Management Company, Inc.1
(7) Underwriting Agreement between Registrant and First Investors
Corporation.1
(8) Bonus, profit sharing or pension plans - none
(9)(i) Custodian Agreement between Registrant and Irving Trust Company1
(ii) Supplement to Custodian Agreement between Registrant and The
Bank of New York1
(10)(i) Amended and Restated Class A Distribution Plan1
(ii) Class B Distribution Plan1
(11) Opinion and Consent of Counsel regarding the legality of
securities being registered.3
(12) Opinion and Consent of Counsel regarding certain tax matters -
filed herewith.
(13)(i) Administration Agreement between Registrant, First Investors
Management Company, Inc., First Investors Corporation and
Administrative Data Management Corp.1
(ii) Schedule A to Administration Agreement2
(14) Consent of independent public accountants.3
(15) Financial statements omitted from Part B - none
(16) Powers of Attorney1
(17) Additional exhibits -- none
<PAGE>
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1 Incorporated by reference from Post-Effective Amendment No. 62 to
Registrant's Registration Statement (File No. 2-38309) filed on April
24, 1996.
2 Incorporated by reference from Post-Effective Amendment No. 64 to
Registrant's Registration Statement (File No. 2-38309) filed on May 15,
1997.
3 Incorporated by reference from Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-14 (File Nos. 333-92061
and 333-92093) filed on January 13, 2000.
Item 17. Undertakings
------------
(1) The undersigned Registrant agrees that prior to any public
re-offering of the securities registered through the use of the 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 of
1933, the re-offering prospectus will contain the information called for by the
applicable registration form for re-offering 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 Securities Act of 1933, 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Post-Effective No. 1 to its Registration
Statement on Form N-14 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 25th day of
May, 2000.
FIRST INVESTORS FUND
FOR INCOME, INC.
By:/s/ Glenn O. Head
-----------------
Glenn O. Head
President and Director
Pursuant to the requirements of the Securities Act of 1933, as amended,
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.
/s/ Glenn O. Head Principal Executive May 25, 2000
---------------------- Officer and Director
Glenn O. Head
/s/ Joseph I. Benedek Principal Financial May 25, 2000
---------------------- and Accounting Officer
Joseph I. Benedek
* Director May 25, 2000
----------------------
Kathryn S. Head
/s/ Larry R. Lavoie Director May 25, 2000
----------------------
Larry R. Lavoie
* Director May 25, 2000
----------------------
Herbert Rubinstein
* Director May 25, 2000
----------------------
Nancy Schaenen
* Director May 25, 2000
----------------------
James M. Srygley
<PAGE>
* Director May 25, 2000
----------------------
John T. Sullivan
* Director May 25, 2000
----------------------
Rex R. Reed
* Director May 25, 2000
----------------------
Robert F. Wentworth
*By: /s/ Larry R. Lavoie
-------------------
Larry R. Lavoie
Attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description Page
------- ----------- ----
(1)(i) Articles of Restatement1
(ii) Articles Supplementary1
(2) Amended and Restated By-laws1
(3) Voting trust agreement - none.
(4) Agreement and Plan of Reorganization and Termination is attached
as Appendix A to the Prospectus/Proxy Statement.3
(5) Shareholders' rights are contained in (a) Articles FIFTH and
EIGHTH of Registrant's Articles of Restatement dated September
14, 1994, previously filed as Exhibit 99.B1.1 to Registrant's
Registration Statement; (b) Article FOURTH of Registrant's
Articles Supplementary to Articles of Incorporation dated
October 20, 1994, previously filed as Exhibit 99.B1.2 to
Registrant's Registration Statement and (c) Article II of
Registrant's Amended and Restated By-laws, previously filed as
Exhibit 99.B2 to Registrant's Registration Statement.
(6) Investment Advisory Agreement between Registrant and First
Investors Management Company, Inc.1
(7) Underwriting Agreement between Registrant and First Investors
Corporation.1
(8) Bonus, profit sharing or pension plans - none
(9)(i) Custodian Agreement between Registrant and Irving Trust Company1
(ii) Supplement to Custodian Agreement between Registrant and The
Bank of New York1
(10)(i) Amended and Restated Class A Distribution Plan1
(ii) Class B Distribution Plan1
(11) Opinion and Consent of Counsel regarding the legality of
securities being registered.3
(12) Opinion and Consent of Counsel regarding certain tax matters -
filed herewith.
<PAGE>
(13)(i) Administration Agreement between Registrant, First Investors
Management Company, Inc., First Investors Corporation and
Administrative Data Management Corp.1
(ii) Schedule A to Administration Agreement2
(14) Consent of independent public accountants.3
(15) Financial statements omitted from Part B - none
(16) Powers of Attorney1
(17) Additional exhibits -- none
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1 Incorporated by reference from Post-Effective Amendment No. 62 to
Registrant's Registration Statement (File No. 2-38309) filed on April
24, 1996.
2 Incorporated by reference from Post-Effective Amendment No. 64 to
Registrant's Registration Statement (File No. 2-38309) filed on May 15,
1997.
3 Incorporated by reference from Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-14 (File Nos. 333-92061
and 333-92093) filed on January 13, 2000.
