1933 Act File No. 333-13163
1940 Act File No. 811-1704
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-14
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FEDERATED AMERICAN LEADERS FUND, INC.
(Exact Name of Registrant as Specified in Charter)
Pre-Effective Amendment No.
---
X Post-Effective Amendment No. 1
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
(412) 288-1900
(Area Code and 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).
An indefinite amount of the Registrant's securities has been registered
under the Securities Act of 1933 pursuant to Rule 24f-2 under the
Investment Company Act of 1940. In reliance upon such Rule, no filing fee
is being paid at this time. A Rule 24f-2 notice of the Registrant for the
year ended March 31, 1996 was filed on May 15, 1996.
Copy To:
Matthew G. Maloney, Esquire
Dickstein, Shapiro & Morin, L.L.P.
2101 L Street, N.W.
Washington, D.C. 20037
CROSS REFERENCE SHEET
Pursuant to Item 1(a) of Form N-14 Showing Location in Prospectus of
Information Required by
Form N-14
Item of Part A of Form N-14 and Caption Caption or Location in Prospectus
1. Beginning of Registration Statement
and Outside Front Cover Page of
Prospectus ................ Cross Reference Sheet; Cover Page
2. Beginning and Outside
Back Cover Page of Prospectus Table of Contents
3. Fee Table, Synopsis Information
and Risk Factors .......... Summary of Expenses; Summary; Risk
.......................... Factors
4. Information About the
Transaction ............... Information about the Reorganization
5. Information About the Registrant Information about the Federated
Fund and the State Bond Fund
6. Information About the Company
Being Acquired ............ Information about the Federated Fund and
the State Bond Fund
7. Voting Information ........ Voting Information
8. Interest of Certain Persons
and Experts ............... Not Applicable
9. Additional Information Required
for Reoffering by Persons Deemed
to be Underwriters Not Applicable
Item of Part B of Form N-14 and Caption Caption or Location in SAI
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. Additional Information The Statement of Additional
About the Registrant Information dated May 31,
1996 is incorporated by reference
to Post-Effective Amendment
No. 61 to the Fund's Registration
Statement on Form N-1A (File Nos.
2-29786 and 811-1704) filed with
the Commission on or about May 9, 1996.
13. Additional Information About The Statement of Additional
the Company Being Acquired Information dated May 1, 1996 is
incorporated by reference to
Post-Effective Amendment No. 50
to the Corporation's Registration
Statement on Form N-1A (File Nos.
2-22365 and 811-1256) filed with
the Commission on or about March 1,
1996.
14. Financial Statements The audited Financial Statements of
Federated American Leaders Fund,
Inc. dated March 31, 1996 are
incorporated by reference to
Federated American Leaders Fund,
Inc.'s Annual Report to
Shareholders dated March 31, 1996;
the audited Financial Statements of
State Bond Diversified Fund dated
December 31, 1995 are incorporated
by reference to State Bond
Diversified Fund's Annual Report to
Shareholders dated December 31,
1995; The unaudited Financial
Statements of State Bond
Diversified Fund dated
June 30, 1996 are incorporated
by reference to State Bond
Diversified Fund's Semi-Annual
Report to Shareholders dated
June 30, 1996.
Incorporate by reference pursuant to Rule 411 under the Securities Act of
1933, Parts A and B of Registrant's Definitive Registration Statement filed
on Form N-14 on October 31, 1996, in their entirety (File No. 333-13163
and 811-1704).
PART C - OTHER INFORMATION
Item 15. Indemnification (6)
Item 16. Exhibits
1.1 Conformed Copy of Articles of Incorporation of the Registrant, as
restated(1)
1.2 Conformed Copy of the Registrant's Articles Supplementary(1)
2.1 Bylaws of the Registrant, as amended(1)
3 Not Applicable
4 Agreement and Plan of Reorganization dated September 23, 1996, between
State Bond Investment Funds, Inc., a Maryland corporation, on behalf of its
portfolio, State Bond Diversified Fund, and Federated American Leaders
Fund, Inc., a Maryland corporation (7)
5 Copy of Specimen Certificate for Shares of Beneficial Interest of the
Registrant(2)
6.1 Conformed Copy of Investment Advisory Contract of the Registrant(1)
7.1 Conformed Copy of Distributor's Contract of the Registrant(3)
7.2 Conformed Copy of Exhibit D to the Distributor's Contract of the
Registrant(1)
7.3 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 Conformed Copy of Custodian Agreement of the Registrant(1)
10.1 Conformed Copy of Distribution Plan of the Registrant(4)
10.2 Conformed Copy of Exhibit A to the Distribution Plan of the
Registrant(1)
10.3 Conformed Copy of Exhibit B to the Distribution Plan of the
Registrant(1)
10.4 The Registrant hereby incorporates the conformed copy of the specimen
Multiple Class Plan from Item 24(b)(18) of the World Investment Series,
Inc. Registration Statement on Form N-1A, filed with the Commission on
January 26, 1996. (File Nos. 33-52149 and 811-07141)
10.5 The responses described in Item 16 (7.3) are hereby incorporated by
reference
11 Opinion of S. Elliott Cohan, Deputy General Counsel, Federated
Investors 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 Agreement for Fund Accounting Services,
Administrative Services, Shareholder Recordkeeping Services and Custody
Services Procurement(5)
13.2 The responses described in Item 16 (7.3) and Item 16 (10.4) are hereby
incorporated by reference
13.3 The Registrant hereby incorporates the conformed copy of the
Shareholder Services Subcontract between National Pensions Alliance, Ltd.
and Federated Shareholder Services from Item 24(b)(9)(ii) 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)
13.4 The Registrant hereby incorporates the conformed copy of the
Shareholder Services Subcontract between Fidelity and Federated Shareholder
Services from Item 24(b)(9)(iii) of the Federated GNMA Trust Registration
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 Public Accountants of
Federated American Leaders Fund, Inc., Arthur Andersen LLP*
14.2 Conformed Copy of Consent of Independent Auditors of State Bond
Diversified Fund, Ernst & Young LLP*
14.3 Conformed Copy of Consent of Independent Auditors of State Bond
Diversified Fund, Deloitte & Touche LLP*
15 Not Applicable
16 Conformed Copy of Power of Attorney(6)
17.1 Declaration under Rule 24f-2(6)
17.2 Form of Proxy of State Bond Diversified Fund(7)
* Filed electronically.
(1) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 60 on Form N-1A filed on May 25, 1995. (File Nos. 2-29786
and 811-1704)
(2) Response is incorporated by reference to Registrant's Initial
Registration Statement on Form S-5 filed August 5, 1968. (File Nos. 2-
29786 and 811-1704)
(3) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 59 on Form N-1A filed May 26, 1994. (File Nos. 2-29786 and
811-1704)
(4) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 59 on Form N-1A filed on May 26, 1994. (File Nos. 2-29786
and 811-1704)
(5) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 61 on Form N-1A filed May 29, 1996. (File Nos. 2-29786 and
811-1704)
(6) Response is incorporated by reference to Registrant's Initial
Registration Statement on form N-14 filed October 1, 1996. (File No. 811-
1704)
(7) Response is incorporated by reference to Registrant's Definitive
Registration Statement on form N-14 filed October 31, 1996. (File Nos.
333-13163 and 811-1704)
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Federated American Leaders Fund, Inc., 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 December 20, 1996.
FEDERATED AMERICAN LEADERS FUND, INC.
(Registrant)
By: *
John F. Donahue
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 December 20, 1996:
* President and Director
John F. Donahue
(Chief Executive Officer)
* Executive Vice President and Director
J. Christopher Donahue
* Treasurer
John W. McGonigle
(Principal Financial and
Accounting Officer)
* Director
Thomas G. Bigley
* Director
John T. Conroy, Jr.
* Director
William J. Copeland
* Director
James E. Dowd
* Director
Lawrence D. Ellis, M.D.
* Director
Edward L. Flaherty, Jr.
* Director
Peter E. Madden
* Director
Gregor F. Meyer
* Director
John E. Murray, Jr., J.D., S.J.D.
* Director
Wesley W. Posvar
* Director
Marjorie P. Smuts
1* By: /s/ S. Elliott Cohan
Attorney in Fact
Exhibit 14.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in Post-Effective Amendment No. 1 to Form N-14 Registration
Statement of Federated American Leaders Fund, Inc. of our report dated May
15, 1996, on the financial statements of Federated American Leaders Fund,
Inc. as of March 31, 1996, included in or made part of this Registration
Statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania
December 16, 1996
Exhibit 14.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the references to our firm under the captions `Financial
Highlights''and ``Independent Auditors'' and the use of our report dated
January 26, 1996 on the financial statements of State Bond Diversified Fund
(the Fund) in the Registration Statement (Form N-1A) of the Fund which is
incorporated by reference in, and reference to our firm in Exhibit A of,
the post-effective amendment to the Registration Statement (Form N-14) of
Federated American Leaders Fund, Inc. filed with the Securities and
Exchange Commission.
/s/ERNST & YOUNG LLP
ERNST & YOUNG LLP
Kansas City, Missouri
December 16, 1996
Exhibit 14.3
INDEPENDENT AUDITORS' CONSENT
We consent to the use in the Post-Effective Amendment No. 22 to the
Registration Statement on Form N-1A of State Bond Diversified Fund of our
report dated January 23, 1995 (except for Note E, dated February 16, 1995)
accompanying the financial statements of State Bond Diversified Fund for
the year ended December 31, 1994 and to the reference to us under the
heading `Financial Highlights'' appearing in the Prospectus which is part
of such Registration Statement and is incorporated by reference in Post-
Effective Amendment No. 1 to the Registration Statement (Form N-14) of
Federated American Leaders Fund, Inc. filed with the Securities and
Exchange Commission.
/s/Deloitte & Touche LLP
Deloitte & Touche LLP
Minneapolis, Minnesota
December 16, 1996
EXHIBIT 12
DICKSTEIN SHAPIRO MORIN & OSHINSKY LLP
2101 L Street, NW
Washington, DC 20037-1525
December 13, 1996
Federated American Leaders Fund, Inc.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
State Bond Investment Funds, Inc., on behalf of its portfolio,
State Bond Diversified Fund
100 North Minnesota Street
P.O. Box 69
New Ulm, Minnesota 56073-0069
Ladies and Gentlemen:
You have requested our opinion concerning certain federal income
tax consequences of a transaction (the "Reorganization") in which all of
the net assets of State Bond Diversified Fund, (the "Acquired Fund"), a
portfolio of State Bond Investment Funds, Inc., a Maryland corporation (the
"Corporation"), will be acquired by Federated American Leaders Fund, Inc.,
a Maryland corporation (the "Acquiring Fund"), in exchange solely for Class
A Shares 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. The
terms and conditions of this transaction are set forth in an Agreement and
Plan of Reorganization dated September 23, 1996 between the Acquiring Fund,
and the Corporation, on behalf of the Acquired Fund (the "Agreement").
This opinion is rendered to you pursuant to paragraph 8.5 of the Agreement.
Both the Acquiring Fund and the Corporation are 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 Acquired Fund and the Acquiring Fund are
engaged in the business of investing in professionally managed portfolios
generally of equity securities.
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 the Corporation 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:
The transfer of all of the Acquired Fund net assets 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;
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;
No gain or loss will be recognized by the Acquired Fund
upon the transfer of the Acquired Fund assets to the Acquiring Fund 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;
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;
d@h@01!.sam
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;
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;
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
The holding period of the Acquiring Fund Shares received by
each Acquired Fund Shareholder 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
positions of the Internal Revenue Service (the "Service"), and judicial
decisions, 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 expressed 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 of any other
matter. This opinion is addressed solely to you and may not be relied upon
by any other person without our 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
d@h@01!.sam
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
