As filed, via EDGAR, with the Securities and Exchange Commission
on October 3, 1996
File No.: 333-09227
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
|_| Pre-Effective Amendment No. _
|X| Post-Effective Amendment No. 1
(check appropriate box or boxes)
-------------------
GINTEL FUND
(Exact Name of Registrant as Specified in Charter)
203 622-6400
(Area Code and Telephone Number)
6 Greenwich Office Park, Greenwich, Connecticut 06831
(Address of Principal Executive Office) (Zip Code)
---------------------
Stephen G. Stavrides
6 Greenwich Office Park
Greenwich, Connecticut 06831
(Name and address of agent for service)
Copy to:
SUSAN J. PENRY-WILLIAMS, ESQ.
Kramer, Levin, Naftalis & Frankel
919 Third Avenue
New York, New York 10022
-------------------
It is proposed that this filing will become effective immediately upon filing
pursuant to Rule 485(b).
The Registrant has registered an indefinite number of securities under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940; accordingly, no fee is payable herewith. A Rule 24f-2 Notice for
Registrant's most recent fiscal year ended December 31, 1995 was filed with the
Commission on February 23, 1996.
<PAGE>
GINTEL FUND
CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-14
PART A
N-14
THE REGISTRANT HAS FILED THE INFORMATION REQUIRED IN THE PROSPECTUS/PROXY
STATEMENT IN THE DEFINITIVE FILING OF ITS REGISTRATION STATEMENT ON FORM N-14
PURSUANT TO RULE 497(B) ON SEPTEMBER 9, 1996, (ACCESSION #0000922423-96-000480)
AND IT IS HEREBY INCORPORATED BY REFERENCE. THE REGISTRANT HAS NOT AMENDED
ITS PROSPECTUS/PROXY STATEMENT.
Item No. Item Caption Prospectus Caption
- -------- ------------ ------------------
1. Beginning of Registration Statement Cross Reference Sheet;
and Outside Front Cover Page of Front Cover Page.
Prospectus
2. Beginning and Outside Back Cover
Page of Prospectus Back Cover Page.
3. Fee Table, Synopsis Synopsis; Risk Factors;
Information and Risk Factors Comparison of Fees and
Expenses.
4. Information About the Transaction Reasons for the
Transaction; Synopsis;
Information about the
Transaction.
5. Information About the Registrant Synopsis; Comparison of
the Funds' Investment
Objectives and
Policies; Information
about the Funds;
Additional Information.
6. Information About the Company Synopsis; Comparison of
Being Acquired the Funds' Investment
Objectives and
Policies; Information
about the Funds;
Additional Information.
7. Voting Information Information Relating to
Voting Matters.
8. Interest of Certain Persons and Inapplicable.
Experts
- i -
<PAGE>
Item No. Item Caption Prospectus Caption
- -------- ------------ ------------------
9. Additional Information Required Inapplicable.
for Reoffering by Persons Deemed
to be Underwriters
- ii -
<PAGE>
PART B
THE REGISTRANT HAS FILED THE INFORMATION REQUIRED IN THE PROSPECTUS/PROXY
STATEMENT IN THE DEFINITIVE FILING OF ITS REGISTRATION STATEMENT ON FORM N-14
PURSUANT TO RULE 497(B) ON SEPTEMBER 9, 1996, (ACCESSION #0000922423-96-000480)
AND IT IS HEREBY INCORPORATED BY REFERENCE. THE REGISTRANT HAS NOT AMENDED
ITS PROSPECTUS/PROXY STATEMENT.
N-14 Statement of Additional
Item No. Item Caption Information Caption
- -------- ------------ -------------------
10. Cover Page Cover Page.
11. Table of Contents Cover Page.
12. Additional Information About
the Registrant Statement of Additional
Information of Gintel
Fund dated May 1, 1996.
13. Additional Information About
the Company Being Acquired Inapplicable.
14. Financial Statements Statement of Additional
Information of Gintel
Fund, which
incorporates the
audited annual
financial statements of
Gintel Fund and Gintel
ERISA Fund, as of
December 31, 1995 and
the unaudited financial
statements and pro
forma combined
financial statements of
Gintel ERISA Fund and
Gintel Fund, as of June
30, 1996.
PART C
N-14
ITEM NO. ITEM CAPTION PART C CAPTION
- -------- ------------ --------------
15. Indemnification Indemnification.
16. Exhibits Exhibits.
17. Undertakings Undertakings.
- iii -
<PAGE>
EXPLANATORY NOTE
THE PURPOSE OF THIS FILING IS SOLELY TO FILE AN OPINION OF KRAMER, LEVIN,
NAFTALIS & FRANKEL SUPPORTING THE TAX CONSEQUENCES OF THE REORGANIZATION AS
UNDERTAKEN IN PRE-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT ON
FORM N-14 AS FILED ELECTRONICALLY ON AUGUST 27, 1996, ACCESSION NUMBER
0000922423-96-000444. THE PROSPECTUS/PROXY STATEMENT AND STATEMENT OF ADDITIONAL
INFORMATION HAVE NOT BEEN AMENDED AND ARE INCORPORATED BY REFERENCE HEREIN IN
THEIR ENTIRETY.
- 1 -
<PAGE>
Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C to this Registration Statement.
GINTEL FUND
PART C
Item 15. Indemnification.
Reference is hereby made to Article VIII of the Registrant's
Declaration Trust.
The Trustees and officers of the Registrant and the personnel of the
Registrant's investment adviser, administrator and distributor are insured under
an errors and omissions liability insurance policy. The Registrant and its
officers are also insured under the fidelity bond required by Rule 17g-1 under
the Investment Company Act of 1940.
Item 16. Exhibits.
Exhibit No. Description
- ----------- -----------
EX-99.1 Agreement and Declaration of Trust.(1)
EX-99.2 By-Laws.(1)
EX-99.3 Inapplicable.
EX-99.4 Form of Agreement and Plan of Reorganization.(2)
EX-99.5 Inapplicable.
EX-99.6 Investment Advisory Agreement.(1)
EX-99.7 Distribution Agreement.(1)
EX-99.9(a) Custodian Agreement.(1)
EX-99.9(b) Transfer Agency Agreement.(1)
EX-99.11(a) Opinion of Kramer, Levin, Naftalis & Frankel as to
the legality of the securities being issued.(1)
EX-99.11(b) Opinion of Peabody & Brown as to the legality of
the securities being issued.(1)
EX-99.12 Opinion of Kramer, Levin, Naftalis & Frankel as to
tax consequences.
EX-99.13 Inapplicable.
EX-99.14 Consent of Richard A. Eisner & Company, LLP.(1)
- 2 -
<PAGE>
EX-99.15 Inapplicable.
EX-99.16 Powers of Attorney.(3)
EX-99.17(a) The Registrant's declaration to register an
indefinite number of shares pursuant to Rule 24f-2
under the Investment Company Act of 1940.(4)
EX-99.17(b) Prospectus and Statement of Additional Information
of Gintel Fund including audited financial
statements as of December 31, 1995.(5)
EX-99.17(c) Audited financial statements of Gintel ERISA Fund
as of December 31, 1995.(6)
EX-99.17(d) Unaudited financial statements as of June 30, 1996
for Gintel Fund and Gintel ERISA Fund.(1)
- ---------------
(1) Incorporated herein by reference to Pre-Effective Amendment No. 1 to
the Registration Statement on Form N-14 of the Registrant (File No.
333-09227) as filed electronically with the Securities and Exchange
Commission on August 27, 1996, accession number 0000922423-96-000444.
(2) Incorporated herein by reference to the definitive filing of the
Registration Statement on Form N-14, pursuant to Rule 497(b) (File No.
333-09227), as filed electronically with the Securities and Exchange
Commission on September 9, 1996, accession number
0000922423-96-000480.
(3) Incorporated herein by reference to Post-Effective Amendment No. 1 to
the Registration Statement on Form N-1A of the Registrant (File No.
2-70207) filed on June 5, 1981.
(4) Registrant has registered an indefinite number of its securities under
the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment
Company Act of 1940. The Registrant electronically filed its Rule
24f-2 Notice for its fiscal year ended December 31, 1995 on February
23, 1996, accession number 0000922423-96-000072.
(5) Incorporated herein by reference to Post-Effective Amendment No. 19 to
the Registration Statement on Form N-1A of the Registrant (File No.
2-70207) as filed electronically with the Securities and Exchange
Commission on April 30, 1996, accession number 0000950123-96-001954.
(6) Incorporated herein by reference to Part B of Post- Effective
Amendment No. 16 to the Registration Statement on Form N-1A of the
Registrant (File No. 2- 74268) as filed electronically with the
Securities and Exchange Commission on May 1, 1996, accession number
0000950123-96-001955.
- 3 -
<PAGE>
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 [17 CFR 230.145c], the reoffering prospectus will
contain the information called for by the applicable registration form
for 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.
- 4 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has caused this Post-Effective Amendment to the Registration
Statement to be signed on its behalf in the City of Greenwich in the State of
Connecticut on the 30th day of September, 1996.
GINTEL FUND
By:/s/ Robert M. Gintel
----------------------------
Robert M. Gintel
Chairman of the Board
As required by the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Robert M. Gintel Chief Executive Officer, Chairman of the September 30, 1996
- ------------------------------- Board and Trustee (Principal Executive
Robert M.Gintel Officer)
* Trustee
- -------------------------------
Thomas H. Lenagh
* Trustee
- -------------------------------
Francis J. Palamara
* Trustee
- -------------------------------
Russel R. Taylor
/s/ Stephen G. Stavrides President and September 30, 1996
- ------------------------------- Treasurer (Principal Financial and
Stephen G. Stavrides Accounting Officer)
*By /s/Susan J. Penry-Williams September 30, 1996
-------------------------------
Susan J. Penry-Williams,
Attorney-in-fact, pursuant to
powers of attorney previously filed
with the Securities and Exchange
Commission
</TABLE>
- 5 -
<PAGE>
INDEX TO EXHIBITS
Exhibit Number
EX-99.12 Opinion of Kramer, Levin, Naftalis & Frankel
- 6 -
<PAGE>
Kramer, Levin, Naftalis & Frankel
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
(212) 715 - 9100
Arthur H. Aufses III Richard Marlin Sherwin Kamin
Thomas D. Balliett Thomas E. Molner Arthur B. Kramer
Jay G. Baris Thomas H. Moreland Maurice N. Nessen
Saul E. Burian Ellen R. Nadler Founding Partners
Barry Michael Cass Gary P. Naftalis Counsel
Thomas E. Constance Michael J. Nassau --------
Michael J. Dell Michael S. Nelson Martin Balsam
Kenneth H. Eckstein Jay A. Neveloff Joshua M. Berman
Charlotte M. Fischman Michael S.oberman Jules Buchwald
David S. Frankel Paul S. Pearlman Rudolph De Winter
Marvin E. Frankel Susan J. Penry-williams Meyer Eisenberg
Alan R. Friedman Bruce Rabb Arthur D. Emil
Carl Frischling Allan E. Reznick Maxwell M. Rabb
Mark J. Headley Scott S. Rosenblum James Schreiber
Robert M. Heller Michele D. Ross Counsel
Philip S. Kaufman Max J. Schwartz -------
Peter S. Kolevzon Mark B. Segall M. Frances Buchinsky
Kenneth P. Kopelman Judith Singer Debora K. Grobman
Michael Paul Korotkin Howard A. Sobel Christian S. Herzeca
Kevin B. Leblang Steven C. Todrys Pinchas Mendelson
David P. Levin Jeffrey S. Trachtman Lynn R. Saidenberg
Ezra G. Levin D. Grant Vingoe Jonathan M. Wagner
Larry M. Loeb Harold P. Weinberger Special Counsel
Monica C. Lord E. Lisk Wyckoff, Jr. -------
FAX
(212) 715-8000
---
WRITER'S DIRECT NUMBER
(212)715-9100
-------------
September 30, 1996
Gintel Fund
6 Greenwich Office Park
Greenwich, Connecticut 06831
Gintel ERISA Fund
6 Greenwich Office Park
Greenwich, Connecticut 06831
Ladies and Gentlemen:
We have acted as counsel to the Gintel Fund, a Massachusetts business
trust, and the Gintel ERISA Fund, a Massachusetts business trust, in connection
with the planned transfer by the Gintel ERISA Fund of substantially all of its
assets to the Gintel Fund, solely in exchange for Gintel Fund voting stock1 and
the assumption by the Gintel Fund of the liabilities of the Gintel ERISA Fund,
followed by the distribution by the Gintel ERISA Fund of such Gintel Fund stock
pro rata to its shareholders in exchange for their Gintel ERISA Fund stock in
liquidation of the Gintel ERISA Fund (the "Reorganization") pursuant to the
Agreement and Plan of Reorganization approved by the Board of Trustees of the
Gintel Fund and the Board of Trustees of the Gintel ERISA Fund on June 10, 1996
(the "Plan").
The opinions expressed in this letter are based solely upon current
law, including the Internal Revenue Code of 1986, as amended (the "Code"),
applicable Treasury
- --------
1 Under Massachusetts law, ownership interests in the Gintel Fund and the
Gintel ERISA Fund constitute shares of beneficial interest. Such
interests are considered stock for federal income tax purposes and are
referred to as "stock" in this opinion.
<PAGE>
KRAMER, LEVIN, NAFTALIS & FRANKEL
Gintel Fund
Gintel ERISA Fund
September 30, 1996
Page 2
Regulations promulgated or proposed thereunder, current positions of the
Internal Revenue Service (the "IRS") contained in published Revenue Rulings and
Revenue Procedures, other current administrative positions of the IRS, and
existing judicial decisions, all of which are subject to change or modification
at any time, and any such changes or modifications could apply retroactively. No
ruling has been (or will be) sought from the IRS by the Gintel ERISA Fund or the
Gintel Fund as to the federal income tax consequences of any aspect of the
Reorganization. There can be no assurance that the IRS or a court of competent
jurisdiction will not disagree with the opinions expressed herein. Any
inaccuracy in, or breach of, any of the representations or assumptions set forth
below or any change after the date hereof in applicable law could adversely
affect our opinion. We do not undertake, and hereby disclaim any obligation, to
advise you of any changes in any matters on which the opinions set forth herein
are based.
For purposes of the opinions set forth below, we have reviewed and
relied upon (i) the Plan, (ii) the most recent audited financial statements of
the Gintel ERISA Fund, and (iii) such other documents, records, and instruments
as we have deemed necessary or appropriate as a basis for our opinion. In
addition, in rendering our opinion we have reviewed and relied upon
representations from the Gintel ERISA Fund, the Gintel Fund, Gintel Equity
Management, Inc., and Robert M. Gintel, which representations we will neither
investigate nor verify. Also, we have assumed that (i) at all relevant times,
the Gintel ERISA Fund and the Gintel Fund will continue to be operated as
regulated investment companies within the meaning of Subchapter M of the Code;
(ii) all documents we have reviewed are true and accurate, accurately reflect
the originals, and have been properly executed; and (iii) the activities of the
Gintel ERISA Fund and the Gintel Fund in connection with the Plan and the
transactions contemplated therein have been and will be conducted in the manner
provided in such documents and as set forth herein. Furthermore, we have assumed
that (i) all representations which are made "to the best knowledge" of any
person will be true, correct, and complete as if made without such
qualification; (ii) the Reorganization will be consummated substantially in
accordance with the Plan; and (iii) there are no shareholders that will directly
own, at the time of the Reorganization, more than five percent (5%) of the
shares of the Gintel ERISA Fund, other than Robert M. Gintel and Brophy
Engraving Co. Employees Retirement Trust ("Brophy").
As of the close of business Friday, September 27, 1996, Brophy owns
186,612.540 shares of the Gintel ERISA Fund, which constitutes 14.59% of the
Gintel ERISA Fund. During the period from June 10, 1996 through the date of the
Reorganization, Brophy has not redeemed shares of the Gintel ERISA Fund. In
addition, we have assumed, with your permission, that (i) there is no plan or
intention by Brophy to redeem, sell, exchange, or otherwise dispose of a number
of shares of the Gintel Fund stock received in the Reorganization that would
reduce the Gintel ERISA Fund shareholders' aggregate
<PAGE>
KRAMER, LEVIN, NAFTALIS & FRANKEL
Gintel Fund
Gintel ERISA Fund
September 30, 1996
Page 3
ownership of Gintel Fund stock to a number of shares having a value, as of the
date of the Reorganization, of less than fifty percent (50%) of the value of all
of the formerly outstanding stock of the Gintel ERISA Fund as of the same date
and (ii) there is no plan or intention by Brophy to redeem, sell, exchange, or
otherwise dispose of a number of shares of Gintel ERISA Fund stock owned prior
to the Reorganization, or Gintel Fund stock received in the Reorganization, that
would prevent the Gintel Fund from acquiring at least ninety percent (90%) of
the fair market value of the net assets of Gintel ERISA Fund immediately prior
to the Reorganization.
Based on and subject to the foregoing, we are of the opinion that:
(1) The exchange by the Gintel ERISA Fund of substantially all of its
assets in exchange for shares of the Gintel Fund and the assumption by the
Gintel Fund of the liabilities of the Gintel ERISA Fund, and the subsequent
liquidation of the Gintel ERISA Fund pursuant to the Plan, will constitute a
reorganization within the meaning of Code section 368(a)(1)(C) and the Gintel
ERISA Fund and the Gintel Fund will each be "a party to a reorganization" within
the meaning of Code section 368(b);
(2) Pursuant to Code sections 357(a) and 361(a) and (c), the Gintel
ERISA Fund will not recognize any gain or loss as a result of the
Reorganization;
(3) Pursuant to Code section 1032(a), the Gintel Fund will not
recognize any gain or loss on the receipt of the assets of the Gintel ERISA Fund
in exchange for shares of the Gintel Fund;
(4) Pursuant to Code section 354(a)(1), the shareholders of the Gintel
ERISA Fund will not recognize any gain or loss on the exchange of their shares
of the Gintel ERISA Fund for shares of the Gintel Fund;
(5) Pursuant to Code section 358(a)(1), the aggregate tax basis of
shares of the Gintel Fund received by each shareholder of the Gintel ERISA Fund
will be the same as the aggregate tax basis of the shares of the Gintel ERISA
Fund exchanged therefor;
(6) Pursuant to Code section 362(b), the Gintel Fund's adjusted tax
bases in the assets received from the Gintel ERISA Fund in the Reorganization
will be the same as the adjusted tax bases of such assets in the hands of the
Gintel ERISA Fund immediately prior to the Reorganization;
(7) Pursuant to Code section 1223(1), the holding period of each former
shareholder of the Gintel ERISA Fund in the shares of the Gintel Fund received
in the
<PAGE>
KRAMER, LEVIN, NAFTALIS & FRANKEL
Gintel Fund
Gintel ERISA Fund
September 30, 1996
Page 4
Reorganization will include the period during which such shareholder held his
shares of the Gintel ERISA Fund as a capital asset; and
(8) Pursuant to Code section 1223(2), the Gintel Fund's holding periods
in the assets received from the Gintel ERISA Fund in the Reorganization will
include the holding periods of such assets in the hands of the Gintel ERISA Fund
immediately prior to the Reorganization.
No opinion is expressed as to any matter addressed in this letter other
than as set forth above.
Very truly yours,
/s/ Kramer, Levin, Naftalis & Frankel
