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. [ ]
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Post-Effective Amendment No. 1 [X]
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(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 obligations
<PAGE>
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
(1)(i) Articles of Restatement(1)
(ii) Articles Supplementary(1)
(2) Amended and Restated By-laws(1)
(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
Company(1)
(ii) Supplement to Custodian Agreement between Registrant and The
Bank of New York(1)
(10)(i) Amended and Restated Class A Distribution Plan(1)
(ii) Class B Distribution Plan(1)
(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 Agreement(2)
(14) Consent of independent public accountants.(3)
(15) Financial statements omitted from Part B - none
(16) Powers of Attorney(1)
(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
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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
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Glenn O. Head Officer and Director
/s/ Joseph I. Benedek Principal Financial May 25, 2000
----------------------------- and Accounting Officer
Joseph I. Benedek
* Director May 25, 2000
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Kathryn S. Head
/s/ Larry R. Lavoie Director May 25, 2000
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Larry R. Lavoie
* Director May 25, 2000
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Herbert Rubinstein
* Director May 25, 2000
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Nancy Schaenen
* Director May 25, 2000
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James M. Srygley
<PAGE>
* Director May 25, 2000
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John T. Sullivan
* Director May 25, 2000
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Rex R. Reed
* Director May 25, 2000
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Robert F. Wentworth
*By: /s/ Larry R. Lavoie
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Larry R. Lavoie
Attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description Page
------ ----------- ----
(1)(i) Articles of Restatement(1)
(ii) Articles Supplementary(1)
(2) Amended and Restated By-laws(1)
(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 Company(1)
(ii) Supplement to Custodian Agreement between Registrant and The Bank of
New York(1)
(10)(i) Amended and Restated Class A Distribution Plan(1)
(ii) Class B Distribution Plan(1)
(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 Agreement(2)
(14) Consent of independent public accountants.(3)
(15) Financial statements omitted from Part B - none
(16) Powers of Attorney(1)
(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.
