1933 Act File No. 333-30676
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
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Pre-Effective Amendment No.......................................
Post-Effective Amendment No. 1................................... X
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FEDERATED STOCK TRUST
(Exact Name of Registrant as Specified in Charter)
(800) 341-7400
(Area Code and Telephone Number)
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7000
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
JOHN W. MCGONIGLE, ESQUIRE
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
It is proposed that this filing will become effective immediately upon filing
pursuant to Rule 485(b).
Copies to:
Amanda J. Reed, Esquire C. Todd Gibson, Esquire
Associate Corporate Counsel Associate Corporate Counsel
Federated Investors, Inc. Federated Investors, Inc.
Federated Investors Tower Federated Investors Tower
1001 Liberty Avenue 1001 Liberty Avenue
Pittsburgh, PA 15222-3779 Pittsburgh, PA 15222-3779
Matthew G. Maloney, Esquire
Dickstein Shapiro Morin & Oshinsky LLP
2101 L Street, NW
Washington, DC 20037
PART C - OTHER INFORMATION
ITEM 15. INDEMNIFICATION
Indemnification is provided to Trustees and officers of the Registrant
pursuant to the Registrant's Declaration of Trust and Bylaws, except where such
indemnification is not permitted by law. However, the Declaration of Trust and
Bylaws do not protect the Trustees or officers from liability based on willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of their office.
Trustees and officers of the Registrant are insured against certain
liabilities, including liabilities arising under the Securities Act of 1933 (the
"Act").
Insofar as indemnification for liabilities arising under the Act may be
permitted to Trustees, officers, and controlling persons of the Registrant by
the Registrant pursuant to the Declaration of Trust 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 (other than the payment by the Registrant of expenses incurred
or paid by Trustees, officers, or controlling persons of the Registrant in
connection with the successful defense of any act, suit, or proceeding) is
asserted by such Trustees, officers, or controlling persons in connection with
the shares 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.
Insofar as indemnification for liabilities may be permitted pursuant to
Section 17 of the Investment Company Act of 1940, as amended, for Trustees,
officers, or controlling persons of the Registrant by the Registrant pursuant to
the Declaration of Trust or otherwise, the Registrant is aware of the position
of the Securities and Exchange Commission as set forth in Investment Company Act
Release No. IC-11330. Therefore, the Registrant undertakes that in addition to
complying with the applicable provisions of the Declaration of Trust or
otherwise, in the absence of a final decision on the merits by a court or other
body before which the proceeding was brought, that an indemnification payment
will not be made unless in the absence of such a decision, a reasonable
determination based upon factual review has been made (i) by a majority vote of
a quorum of non-party Trustees who are not interested persons of the Registrant
or (ii) by independent legal counsel in a written opinion that the indemnitee
was not liable for an act of willful misfeasance, bad faith, gross negligence,
or reckless disregard of duties. The Registrant further undertakes that
advancement of expenses incurred in the defense of a proceeding (upon
undertaking for repayment unless it is ultimately determined that
indemnification is appropriate) against an officer, Trustee, or controlling
person of the Registrant will not be made absent the fulfillment of at least one
of the following conditions: (i) the indemnitee provides security for his
undertaking; (ii) the Registrant is insured against losses arising by reason of
any lawful advances; or (iii) a majority of a quorum of disinterested non-party
Trustees or independent legal counsel in a written opinion makes a factual
determination that there is reason to believe the indemnitee will be entitled to
indemnification.
ITEM 16. EXHIBITS
1 Conformed copy of the Amended and Restated Declaration of Trust of the
Registrant(4)
2.1 Copy of the Amended and Restated Bylaws of the Registrant(4)
2.2 Copy of Amendment No. 6 to Bylaws(4)
2.3 Copy of Amendment No. 7 to Bylaws(4)
2.3 Copy of Amendment No. 8 to Bylaws(4)
3 Not Applicable
4 Agreement and Plan of Reorganization, between Federated Stock Trust, and
the WCT Funds, on behalf of its portfolio WCT Equity Fund, is included as
Exhibit A to the Combined Prospectus/Proxy Statement of this Registration
Statement(6)
5 Copy of Specimen Certificates for Shares of Beneficial Interest of the
Registrant(2)
6 Conformed copy of Investment Advisory Contract of the Registrant(2)
7.1 Conformed copy of Distributor's Contract of the Registrant(2) 7.2 The
Registrant hereby incorporates the conformed copy of the specimen Mutual Funds
Sales and Service Agreement; Mutual Funds Service Agreement; and Plan
Trustee/Mutual Funds Service Agreement from Item 24(b)(6) of the Cash Trust
Series II Registration Statement on Form N-1A, filed with the Commission on July
24, 1995.
(File Nos. 33-38550 and 811-6269)
8 Not Applicable
9.1 Conformed copy of Custodian Agreement of the Registrant(1)
9.2 Conformed copy of Custodian Fee Schedule(3)
10 Not Applicable
11 Form of Opinion and Consent of Counsel regarding legality of shares being
issued(6)
12 Opinion of Dickstein Shapiro Morin & Oshinsky LLP regarding tax
consequences of Reorganization*
13.1 Conformed copy of Amended and Restated Shareholder Services Agreement(3)
13.2 Conformed copy of Amended and Restated Agreement for Fund Accounting
Services, Administrative Services, Shareholder Transfer Agency Services and
Custody Services Procurement(4)
13.3 The Registrant hereby incorporates by reference the conformed copy of the
Shareholder Services Sub-Contract between Fidelity and Federated
Shareholder Services from Item 24(b)(9)(iii) of the Federated GNMA Trust
Registration Statement on Form n-1A, filed with the Commission on March
25, 1996 (File Nos.
2-75670 and 811-3375)
14.1 Conformed copy of Consent of Independent Auditors of Federated Stock Trust,
Deloitte & Touche LLP(6)
14.2 Conformed copy of Consent of Independent Auditors of WCT Funds, Arthur
Andersen LLP(6)
15 Not Applicable
16.1 Conformed copy of Power of Attorney(5)
16.2 Conformed copy of Power of Attorney of J. Thomas Madden, Chief Investment
Officer(5)
16.3 Conformed copy of Power of Attorney of John F. Cunningham, Trustee(5)
17 Form of Proxy of WCT Equity Fund(6)
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* FILED ELECTRONICALLY.
1. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 23 on Form N-1A filed December 27, 1994 (File Nos. 2-75756 and
811-3385).
2. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 25 on Form N-1A filed December 21, 1995 (File Nos. 2-75756 and
811-3385).
3. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 28 on Form N-1A filed October 24, 1997 (File Nos. 2-75756 and
811-3385).
4. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 30 on Form N-1A filed October 30, 1998 (File Nos. 2-75756 and
811-3385).
5. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 32 on Form N-1A filed December 29, 1999 (File Nos. 2-75756 and
811-3385).
6. Response is incorporated by Reference to Registrant's Initial Registration
Statement on Form N-14 filed February 18, 2000 (File No. 333-30676).
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 of 1933,
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 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.
(3) The undersigned Registrant agrees to file by Post-Effective
Amendment the opinion of counsel regarding the tax consequences of the proposed
reorganization required by Item 16 (12) of Form N-14 within a reasonable time
after receipt of such opinion.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Federated Stock Trust, certifies that it meets all of the
requirements for effectiveness of this Amendment to its Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pittsburgh, Commonwealth of
Pennsylvania on the 3rd day of May, 2000.
FEDERATED STOCK TRUST
(Registrant)
By: *
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Glen R. Johnson
President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 3rd day of May, 2000:
* President
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Glen R. Johnson
* Trustee
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John F. Donahue
* Trustee
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Thomas G. Bigley
* Trustee
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John T. Conroy, Jr.
* Trustee
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Nicholas P. Constantakis
* Trustee
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John F. Cunningham
* Trustee
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J. Christopher Donahue
* Trustee
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Lawrence D. Ellis, M.D.
* Trustee
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Peter E. Madden
* Trustee
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Charles F. Mansfield, Jr.
* Trustee
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John E. Murray, Jr.
* Trustee
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Marjorie P. Smuts
* Trustee
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John S. Walsh
1*By: /S/ C. GRANT ANDERSON Attorney in Fact
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Assistant Secretary
Exhibit 12
Dickstein Shapiro Morin & Oshinsky LLP
2101 L Street NW
Washington, DC 20037-1526
Tel (202) 785-9700 Fax (202) 887-0689
April 28, 2000
Federated Stock Trust
5800 Corporate Drive
Pittsburgh, PA 15237
WCT Funds, on behalf of its portfolio,
WCT Equity Fund
5800 Corporate Drive
Pittsburgh, Pa 15237
Ladies and Gentlemen:
You have requested our opinion concerning certain federated income tax
consequences of a transaction (the "Reorganization") in which all of the assets
of WCT Equity Fund (the "Acquired Fund"), a portfolio of WCT Funds, a
Massachusetts business trust ("WCT"), will be acquired by Federated Stock Trust,
a Massachusetts business trust (the "acquiring Fund"), in exchange solely for
shares of beneficial interest of the Acquiring Fund (the "Acquiring Fund
Shares") which shall thereafter be distributed to the shareholders of the
Acquired Fund (the "Acquired Fund Shareholders") in liquidation of the Acquired
Fund. Both the Acquiring Fund and WCT are registered open-end management
investment companies which qualify as regulated investment companies described
in Section 851(a) of the Internal Revenue Code of 1986, as amended (the "Code").
The terms and conditions of the Reorganization are set forth in an Agreement and
Plan of Reorganization dated February 16, 2000, between the Acquiring Fund and
WCT, on behalf of the Acquired Fund (the "Agreement"). This opinion is rendered
to you pursuant to paragraph 8.5 of the Agreement.
We have reviewed and relied upon the Registration Statement on Form N-14
(the "Registration Statement") filed with the Securities and Exchange Commission
(the "Commission") in connection with the Reorganization, the certificates
provided to us by the Acquiring Fund and WCT in connection with the rendering of
this opinion, and such other documents and instruments as we have deemed
necessary for the purposes of this opinion.
Based upon and subject to the foregoing, and assuming that the
Reorganization will take place as described in the Agreement, we are of the
opinion that, for federal income tax purposes:
(a) The transfer of all of the Acquired Fund assets to the Acquiring
Fund solely in exchange for the Acquiring Fund Shares and the distribution of
the Acquiring Fund Shares to the Acquired Fund Shareholders in liquidation of
the Acquired Fund will constitute a "reorganization" within the meaning of
Section 368(a)(1)(C) of the Code, and the Acquiring Fund and the Acquired Fund
will each be "a party to a reorganization" within the meaning of Section 368(b)
of the Code;
(b) No gain or loss will be recognized by the Acquiring Fund upon
the receipt of the assets of the Acquired Fund solely in exchange for the
Acquiring Fund Shares;
(c) No gain or loss will be recognized by the Acquired Fund upon the
transfer of the Acquired Fund assets to the Acquiring Fund solely in exchange
for the Acquiring Fund Shares or upon the distribution (whether actual or
constructive) of the Acquiring Fund Shares to Acquired Fund Shareholders in
exchange for their shares of the Acquired Fund;
(d) No gain or loss will be recognized by the Acquired Fund
Shareholders upon the exchange of their Acquired Fund shares for the Acquiring
Fund Shares;
(e) The tax basis of the Acquired Fund assets acquired by the
Acquiring Fund will be the same as the tax basis of such assets to the Acquired
Fund immediately prior to the reorganization;
(f) The tax basis of the Acquiring Fund Shares received by each of
the Acquired Fund Shareholders pursuant to the Reorganization will be the same
as the tax basis of the Acquired Fund shares held by such shareholder
immediately prior to the Reorganization;
(g) The holding period of the assets of the Acquired Fund in the
hands of the Acquiring Fund will include the period during which those assets
were held by the Acquired Fund; and
(h) The holding period of the Acquiring Fund Shares received by each
Acquired Fund Shareholder pursuant to the Reorganization will include the period
during which the Acquired Fund shares exchanged therefor were held by such
shareholder (Provided the Acquired Fund shares were held as capital assets on
the date of the Reorganization).
This opinion is expressed as of the date hereof and is based upon the
Code, Treasury regulations promulgated thereunder, administrative position of
the Internal Revenue Service (the "Service"), and judicial decision, all of
which are subject to change either prospectively or retroactively. There can be
no assurance that changes in the law will not take place which could affect the
opinions ex pressed herein or that contrary positions may not be taken by the
Service. We disclaim any undertaking to advise you with respect to any event
subsequent to the date hereof.
The opinions contained herein are limited to those matters expressly
covered; no opinion is to be implied in respect to any other matter. This
opinion is addressed solely to you and may not be relied upon by any other
person without prior written consent. We hereby consent to the filing of a copy
of this opinion with the Commission as an exhibit to the Registration Statement,
and to the references to this firm and this opinion in the Prospectus/Proxy
Statement which is contained in the Registration Statement.
Very truly yours,
/s/ Dickstein Shapiro Morin & Oshinsky LLP
Dickstein Shapiro Morin & Oshinsky LLP
1* Such signature has been affixed pursuant to a Power of Attorney.
