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File Nos. 33-60275 and 811-1677
As filed with the Securities and Exchange Commission on October 11, 1995
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
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Pre-Effective Amendment No. __ / /
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Post-Effective Amendment No. 1 / X /
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(Check appropriate box or boxes)
JOHN HANCOCK CAPITAL SERIES
(Exact name of registrant as specified in charter)
101 Huntington Avenue, Boston, Massachusetts 02199-7603
(Address of principal executive office) (Zip Code)
(617) 375-1700
(Registrant's Telephone Number, including Area Code)
With a copy to:
Thomas H. Drohan Jeffrey N. Carp, Esq.
John Hancock Advisors, Inc. Hale and Dorr
101 Huntington Avenue 60 State Street
Boston, MA 02199 Boston, MA 02109
(Name and address of agent for service)
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, as amended.
It is proposed that this filing will become effective immediately upon filing
pursuant to paragraph (b) of Rule 485.
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JOHN HANCOCK CAPITAL SERIES
STATEMENT OF INCORPORATION BY REFERENCE
The Cross-Reference Sheet, Part A, Part B and Part C of the registrant's
registration statement on Form N-14, File Nos. 33-60275 and 811-1677, dated June
15, 1995, are incorporated by reference in their entirety herein.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it meets all of the requirements for effectiveness of
this post-effective amendment No. 1 ("PEA No. 1") to the Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has caused this
PEA No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston and The Commonwealth of Massachusetts, on the
11th day of October, 1995.
JOHN HANCOCK CAPITAL SERIES
By: *
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Edward J. Boudreau, Jr.
Chairman
Pursuant to the requirements of the Securities Act of 1933, the
PEA No. 1 has been signed below by the following persons in the capacities
and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
* Chairman
- ---------------------------- (Principal Executive Officer)
Edward J. Boudreau, Jr.
/s/James B. Little Senior Vice President and Chief October 11, 1995
- ---------------------------- Financial Officer (Principal
James B. Little Financial and Accounting Officer)
* Trustee
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Dennis S. Aronowitz
* Trustee
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Richard P. Chapman
* Trustee
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William J. Cosgrove
</TABLE>
C-1
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
* Trustee
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Gail D. Fosler
* Trustee
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Bayard Henry
* Trustee
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Richard S. Scipione
* Trustee
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Edward J. Spellman
*By: /s/Thomas H. Drohan October 11, 1995
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Thomas H. Drohan,
Attorney-in-Fact
</TABLE>
C-2
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EXHIBIT INDEX
Exhibit 12
Opinion and consent of counsel supporting the tax matters and
consequences to shareholders.
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[HALE AND DORR LETTERHEAD]
September 15, 1995
Board of Trustees
John Hancock Capital Growth Fund
101 Huntington Avenue
Boston, Massachusetts 02199
Board of Trustees
John Hancock Capital Series, on behalf of
John Hancock Growth Fund
101 Huntington Avenue
Boston, Massachusetts 02199
Dear Members of the Boards of Trustees:
You have requested our opinion regarding the federal income tax
consequences of the acquisition by John Hancock Growth Fund ("Acquiring Fund"),
a series of John Hancock Capital Series (the "Trust"), of all of the assets of
John Hancock Capital Growth Fund ("Acquired Fund"), in exchange solely for (i)
the assumption by Acquiring Fund of all of the liabilities of Acquired Fund and
(ii) the issuance of Class A and Class B voting shares of beneficial interest of
Acquiring Fund (the "Acquiring Fund Shares") to Acquired Fund, followed by the
distribution by Acquired Fund, in liquidation of Acquired Fund, of the Acquiring
Fund Shares to the shareholders of Acquired Fund and the termination of Acquired
Fund (the foregoing together constituting the "reorganization" or the
"transaction").
In rendering this opinion, we have examined and relied upon (i) the
prospectus for the Class A and Class B shares of Acquired Fund, dated May 1,
1995, (ii) the statement of additional information for the Class A and Class B
shares of Acquired Fund, dated May 1, 1995, (iii) the prospectus for the Class A
and Class B shares of Acquiring Fund, dated May 1, 1995, (iv) the statement of
additional information for the Class A and Class B shares of Acquiring Fund,
dated May 1, 1995, (v) the registration
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Boards of Trustees
John Hancock Capital Growth Fund
John Hancock Capital Series
September 15, 1995
Page 2
statement on Form N-14 of Acquiring Fund relating to the transaction (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"SEC"), (vi) the proxy statement and prospectus relating to the transaction
dated July 21, 1995 (the "Proxy Statement"), (vii) the Agreement and Plan of
Reorganization, made July 14, 1995, between the Trust, on behalf of Acquiring
Fund, and Acquired Fund (the "Agreement"), (viii) the representation letters on
behalf of Acquiring Fund and Acquired Fund referred to below and (ix) such other
documents as we deemed appropriate. We have assumed that all parties to the
Agreement have acted and will act in accordance with the terms of the Agreement
and all other documents relating to the transaction.
The conclusions expressed herein represent our judgment regarding the
proper treatment of Acquiring Fund, Acquired Fund and the shareholders of
Acquired Fund on the basis of our analysis of the Internal Revenue Code of 1986,
as amended (the "Code"), case law, Treasury regulations and the rulings and
other pronouncements of the Internal Revenue Service (the "Service") which exist
at the time this opinion is rendered, all of which are subject to prospective or
retroactive change. Our opinion represents our best judgment regarding the
issues presented and is not binding upon the Service or any court. Moreover, our
opinion does not provide any assurance that a position taken in reliance on such
opinion will not be challenged by the Service and does not constitute any
representation or warranty that such position, if so challenged, will not be
rejected by a court.
FACTS
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Acquiring Fund is a series of a business trust, the Trust, which was
established under the laws of The Commonwealth of Massachusetts in 1984 and is
registered as an open-end investment company under the Investment Company Act of
1940, as amended (the "1940 Act"). The Trust has two series and may create
additional series in the future. Each series of the Trust has separate assets
and liabilities from those of each other series. Each such series is treated as
a separate corporation and regulated investment company pursuant to Section
851(h) of the Code.
The investment objective of Acquiring Fund is to achieve long-term
appreciation of capital. Acquiring Fund seeks to achieve its investment
objective by investing principally in common stocks (and in securities
convertible into or with rights to purchase common stocks) of companies believed
to offer outstanding growth potential over both the intermediate and long term.
Acquiring Fund may also enter into repurchase agreements,
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Boards of Trustees
John Hancock Capital Growth Fund
John Hancock Capital Series
September 15, 1995
Page 3
lend portfolio securities, and purchase foreign securities, as described in its
prospectus.
Acquired Fund is a business trust established under the laws of The
Commonwealth of Massachusetts in 1984 and registered as an open-end investment
company under the 1940 Act.
The investment objective of Acquired Fund is capital appreciation. Under
normal circumstances, at least 65% of Acquired Fund's total assets will be
invested in common stocks, including securities convertible into or exchangeable
for common stocks. Acquired Fund may also invest in preferred stocks and
investment grade debt securities, enter into certain options and futures
transactions, and acquire certain other investments, as described in its
prospectus.
The steps comprising the reorganization, as set forth in the Agreement, are
as follows:
(i) Acquired Fund will transfer to Acquiring Fund all of its assets
(consisting, without limitation, of portfolio securities and instruments,
dividend and interest receivables, cash and other assets). In exchange for the
assets transferred to it, Acquiring Fund will (A) assume all of the liabilities
of Acquired Fund (comprising all of its known and unknown liabilities and
referred to hereinafter as the "Acquired Fund Liabilities") and (B) issue
Acquiring Fund Shares to Acquired Fund that have an aggregate net asset value
equal to the value of the assets transferred to Acquiring Fund by Acquired Fund,
less the value of the Acquired Fund Liabilities assumed by Acquiring Fund.
(ii) Promptly after the transfer of its assets to Acquiring Fund,
Acquired Fund will distribute in liquidation the Acquiring Fund Shares it
receives in the exchange to Acquired Fund shareholders pro rata in exchange for
their surrender of their shares of Acquired Fund ("Acquired Fund Shares"). In
these exchanges, holders of Acquired Fund Shares designated as Class A ("Class A
Acquired Fund Shares") will receive Acquiring Fund Shares designated as Class A
("Class A Acquiring Fund Shares"), and holders of Acquired Fund Shares
designated as Class B ("Class B Acquired Fund Shares") will receive Acquiring
Fund Shares designated as Class B ("Class B Acquiring Fund Shares").
(iii) After such exchanges, liquidation and distribution, the
existence of Acquired Fund will be promptly terminated in accordance with
Massachusetts law.
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Boards of Trustees
John Hancock Capital Growth Fund
John Hancock Capital Series
September 15, 1995
Page 4
The Agreement and the transactions contemplated thereby were approved by
the Board of Trustees of the Trust, on behalf of Acquiring Fund, at a meeting
held on May 1, 1995. Acquiring Fund shareholders are not required and were not
asked to approve the transaction. The Agreement and the transactions
contemplated thereby were approved by the Board of Trustees of Acquired Fund at
a meeting held on May 16, 1995, subject to the approval of Acquired Fund
shareholders. Acquired Fund shareholders approved the transaction at a meeting
held on September 8, 1995.
Massachusetts law does not provide dissenters' rights for Acquired Fund
shareholders in the transaction. Additionally, it is the position of the
Division of Investment Management of the SEC that appraisal rights, in contexts
such as the reorganization, are inconsistent with Rule 22c-1 under the 1940 Act
and are therefore preempted and invalidated by such rule. Consequently, Acquired
Fund shareholders will not have dissenters' or appraisal rights in the
transaction.
Our opinions set forth below are subject to the following factual
assumptions being true on the date the transaction is consummated, i.e., the
date of this opinion letter. Authorized representatives of Acquiring Fund and
Acquired Fund have represented to us by letters of even date herewith that the
following assumptions are true on this date:
(a) Acquiring Fund has no plan or intention to redeem or otherwise
reacquire any of the Acquiring Fund Shares received by shareholders of Acquired
Fund in the transaction except in connection with its legal obligation under
Section 22(e) of the 1940 Act as a registered open-end investment company to
redeem its own shares.
(b) After the transaction, Acquiring Fund will continue the historic
business of Acquired Fund and will use all of the assets acquired from Acquired
Fund in the ordinary course of a business.
(c) Acquiring Fund has no plan or intention to sell or otherwise dispose of
any assets of Acquired Fund acquired in the transaction, except for dispositions
made in the ordinary course of its business or to maintain its qualification as
a regulated investment company under Subchapter M of the Code.
(d) The shareholders of Acquiring Fund and the shareholders of Acquired
Fund will bear their respective expenses, if any, in connection with the
transaction.
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Boards of Trustees
John Hancock Capital Growth Fund
John Hancock Capital Series
September 15, 1995
Page 5
(e) Acquiring Fund and Acquired Fund will each bear its own expenses
incurred in connection with the transaction. Any liabilities of Acquired Fund
attributable to such expenses that remain unpaid on the closing date of the
transaction and are assumed by Acquiring Fund in the transaction are
attributable to Acquired Fund's expenses that are solely and directly related to
the transaction in accordance with the guidelines established in Rev. Rul.
73-54, 1973-1 C.B. 187.
(f) There is no indebtedness between Acquiring Fund and Acquired Fund.
(g) Acquired Fund has elected to be treated as a regulated investment
company under Subchapter M of the Code, has qualified as a regulated investment
company for each taxable year since its inception, and qualifies as such for its
final taxable year ending on the closing date of the transaction.
(h) Acquiring Fund has elected to be treated as a regulated investment
company under Subchapter M of the Code, has qualified as a regulated investment
company for each taxable year since its inception, and qualifies as such as of
the date of the transaction.
(i) Neither Acquiring Fund nor Acquired Fund is under the jurisdiction of a
court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A)
of the Code.
(j) Acquiring Fund does not own and since its inception has not owned,
directly or indirectly, any shares of Acquired Fund.
(k) Acquiring Fund will not pay cash in lieu of fractional shares in
connection with the transaction.
(l) As of the date of the transaction, the fair market value of the
Acquiring Fund Shares issued to Acquired Fund in exchange for the assets of
Acquired Fund is approximately equal to the fair market value of the assets of
Acquired Fund received by Acquiring Fund, minus the value of the Acquired Fund
Liabilities assumed by Acquiring Fund.
(m) Acquired Fund shareholders will not be in control (within the meaning
of Sections 368(a)(2)(H) and 304(c) of the Code, which provide that control
means the ownership of shares possessing at least 50% of the total combined
voting power of all classes of shares that are entitled to vote or at least 50%
of the total value of shares of all classes) of Acquiring Fund after the
transaction.
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Boards of Trustees
John Hancock Capital Growth Fund
John Hancock Capital Series
September 15, 1995
Page 6
(n) The principal business purposes of the transaction are to combine the
assets of Acquiring Fund and Acquired Fund in order to capitalize on economies
of scale in expenses such as the costs of accounting, legal, transfer agency,
insurance, custodial, and administrative services and to increase
diversification.
(o) As of the date of the transaction, the fair market value of the Class A
Acquiring Fund Shares received by each holder of Class A Acquired Fund Shares is
approximately equal to the fair market value of the Class A Acquired Fund Shares
surrendered by such shareholder, and the fair market value of the Class B
Acquiring Fund Shares received by each holder of Class B Acquired Fund Shares is
approximately equal to the fair market value of the Class B Acquired Fund Shares
surrendered by such shareholder.
(p) There is no plan or intention on the part of any shareholder of
Acquired Fund that owns beneficially 5% or more of the Acquired Fund Shares and,
to the best knowledge of management of Acquired Fund, there is no plan or
intention on the part of the remaining shareholders of Acquired Fund to sell,
redeem, exchange or otherwise dispose of a number of the Acquiring Fund Shares
received in the transaction that would reduce the aggregate ownership of the
Acquiring Fund Shares by former Acquired Fund shareholders to a number of shares
having a value, as of the date of the transaction, of less than fifty percent
(50%) of the value of all of the formerly outstanding Acquired Fund Shares as of
the same date. Shares of Acquired Fund and Acquiring Fund held by Acquired Fund
shareholders and sold, redeemed, exchanged or disposed of prior or subsequent to
the transaction as part of the plan of reorganization are taken into account for
purposes of this representation.
(q) Acquired Fund assets transferred to Acquiring Fund comprise at least
ninety percent (90%) of the fair market value of the net assets and at least
seventy percent (70%) of the fair market value of the gross assets held by
Acquired Fund immediately prior to the transaction. For purposes of this
representation, amounts used by Acquired Fund to pay its outstanding
liabilities, including reorganization expenses, and all redemptions and
distributions (except for redemptions in the ordinary course of business upon
demand of a shareholder that Acquired Fund is required to make as an open-end
investment company pursuant to Section 22(e) of the 1940 Act and regular, normal
dividends, which dividends include any final distribution of previously
undistributed investment company taxable income and net capital gain for
Acquired Fund's final taxable year ending on the closing date of the
transaction) made by Acquired Fund immediately
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Boards of Trustees
John Hancock Capital Growth Fund
John Hancock Capital Series
September 15, 1995
Page 7
preceding the transaction are taken into account as assets of Acquired Fund held
immediately prior to the transaction.
(r) The Acquired Fund Liabilities assumed by Acquiring Fund plus the
liabilities, if any, to which the transferred assets are subject were incurred
by Acquired Fund in the ordinary course of its business or are expenses of the
transaction.
(s) The fair market value of the Acquired Fund assets transferred to
Acquiring Fund equals or exceeds the sum of the Acquired Fund Liabilities
assumed by Acquiring Fund and the amount of liabilities, if any, to which the
transferred assets are subject.
(t) The total adjusted basis of the Acquired Fund assets transferred to
Acquiring Fund equals or exceeds the sum of the Acquired Fund Liabilities
assumed by Acquiring Fund and the amount of liabilities, if any, to which the
transferred assets are subject.
(u) Acquired Fund does not pay compensation to any shareholder-employee.
(v) Acquired Fund has no outstanding warrants, options, convertible
securities or any other type of right pursuant to which any person could acquire
Acquired Fund Shares.
OPINION
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On the basis of and subject to the foregoing and in reliance upon the
representations described above, we are of the opinion that
(a) The acquisition by Acquiring Fund of all of the assets of Acquired Fund
solely in exchange for the issuance of Acquiring Fund Shares to Acquired Fund
and the assumption of all of the Acquired Fund Liabilities by Acquiring Fund,
followed by the distribution by Acquired Fund, in liquidation of Acquired Fund,
of Acquiring Fund Shares to Acquired Fund shareholders in exchange for their
Acquired Fund Shares and the termination of Acquired Fund, will constitute a
"reorganization" within the meaning of Section 368(a)(1)(C) of the Code.
Acquiring Fund and 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 Acquired Fund upon (i) the
transfer of all of its assets to Acquiring Fund solely in exchange for the
issuance of Acquiring Fund Shares to Acquired
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Boards of Trustees
John Hancock Capital Growth Fund
John Hancock Capital Series
September 15, 1995
Page 8
Fund and the assumption of all of the Acquired Fund Liabilities by Acquiring
Fund and (ii) the distribution by Acquired Fund of such Acquiring Fund Shares to
the shareholders of Acquired Fund (Sections 361(a) and 361(c) of the Code).
(c) No gain or loss will be recognized by Acquiring Fund upon the receipt
of the assets of Acquired Fund solely in exchange for the issuance of Acquiring
Fund Shares to Acquired Fund and the assumption of all of the Acquired Fund
Liabilities by Acquiring Fund (Section 1032(a) of the Code).
(d) The basis of the assets of Acquired Fund acquired by Acquiring Fund
will be, in each instance, the same as the basis of such assets in the hands of
Acquired Fund immediately prior to the transfer (Section 362(b) of the Code).
(e) The tax holding period of the assets of Acquired Fund in the hands of
Acquiring Fund will, in each instance, include Acquired Fund's tax holding
period for those assets (Section 1223(2) of the Code).
(f) The shareholders of Acquired Fund will not recognize gain or loss upon
the exchange of all of their Acquired Fund Shares solely for Acquiring Fund
Shares as part of the transaction (Section 354(a)(1) of the Code).
(g) The basis of the Acquiring Fund Shares received by the Acquired Fund
shareholders in the transaction will be the same as the basis of the Acquired
Fund Shares surrendered in exchange therefor (Section 358(a)(1) of the Code).
(h) The tax holding period of the Acquiring Fund Shares received by
Acquired Fund shareholders will include, for each shareholder, the tax holding
period for the Acquired Fund Shares surrendered in exchange therefor, provided
the Acquired Fund Shares were held as capital assets on the date of the exchange
(Section 1223(1) of the Code).
No opinion is expressed or implied regarding the federal income tax
consequences to Acquiring Fund, Acquired Fund or Acquired Fund shareholders of
any conditions existing at the time of, effects resulting from, or other aspects
of the transaction except as expressly set forth above.
Very truly yours,
/s/ Hale and Dorr
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Hale and Dorr
