1933 Act File No. 333-23797
1940 Act File No. 811-1704
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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
- - - -
(412) 288-1900
(Area Code and Telephone Number)
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
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
fiscal year ended March 31, 1996 was filed on May 15, 1996.
Copy to:
Matthew G. Maloney, Esquire
Dickstein Shapiro Morin & Oshinsky LLP
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 or Location in
Caption Prospectus
1.Beginning of Registration
Statement and Outside Front Cross Reference Sheet;
Cover Page of Prospectus Cover Page
2.Beginning and Outside Back
Cover Page of Prospectus Table of Contents
3.Fee Table, Synopsis Information Summary of Expenses; Summary;
and Risk Factors Risk Factors
4.Information About the Information About the
Transaction Reorganization
5.Information About the Information About the Federated
Registrant Fund and the Penn Square Fund
6.Information About the Information About the Federated Fund
Company Being Acquired and the Penn Square 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
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 April 28, 1997 (File Nos. 333-23797 and 811-1704).
PART C - OTHER INFORMATION
Item 15. Indemnification
Indemnification is provided to directors and officers of the
Registrant pursuant to the Registrant's Articles of Incorporation, except
where such indemnification is not permitted by law. However, the Articles
of Incorporation do not protect the directors 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.
Directors 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 directors, officers, and controlling persons of the
Registrant by the Registrant pursuant to the Articles of Incorporation 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 directors,
officers, or controlling persons of the Registrant in connection with the
successful defense of any act, suit, or proceeding) is asserted by such
directors, 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 for directors,
officers, or controlling persons of the Registrant by the Registrant
pursuant to the Articles of Incorporation 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 Articles of Incorporation 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 directors 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,
director, 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 directors 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
1.1 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 Copy of Bylaws of the Registrant, as amended(1)
3 Not Applicable
4 Agreement and Plan of Reorganization dated as of March 24, 1997,
between Penn Square Mutual Fund, a Pennsylvania common law trust, and
Federated American Leaders Fund, Inc., a Maryland corporation(6)
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(3)
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(5)
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(4)
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 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 Penn Square
Mutual Fund, Ernst & Young LLP*
15 Not Applicable
16 Conformed Copy of Power of Attorney(5)
17.1 Declaration under Rule 24f-2(5)
17.2 Form of Proxy of Penn Square Mutual Fund(6)
* 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. 61 on Form N-1A filed May 29, 1996. (File Nos. 2-29786 and
811-1704)
(5) Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-14 filed March 24, 1997. (File Nos.333-
23797 and 811-1704)
(6) Response is incorporated by reference to Registrant's Definitive
Registration Statement on Form N-14 filed April 28, 1997. (File Nos. 333-
23797 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 June 6, 1997.
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
June 6, 1997:
* President and Director
John F. Donahue
(Chief Executive Officer)
* Executive Vice President and Director
J. Christopher Donahue
* Treasurer, Executive Vice President and
Secretary
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 12
Dickstein Shapiro Morin & Oshinsky LLP
2101 L Street, NW
Washington, DC 20037-1526
Tel: (202) 785-9700 * Fax: (202) 887-0689
May 30, 1997
Federated American Leaders Fund, Inc.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Penn Square Mutual Fund
2650 Westview Drive
Wyomissing, Pennsylvania 19610
Ladies and Gentlemen:
You have requested our opinion concerning certain federal income
tax consequences of a transaction (the "Reorganization") in which all of
the assets of Penn Square Mutual Fund, a Pennsylvania common law trust (the
"Acquired Fund"), will be acquired by Federated American Leaders Fund,
Inc., a Maryland corporation (the "Acquiring Fund"), in exchange solely for
Class A Shares and Class C Shares of the Acquiring Fund (the "Acquiring
Fund Shares"), and the assumption by the Acquiring Fund of certain
liabilities of the Acquired Fund. The Acquiring Fund Shares will
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 March 24, 1997 between the Acquiring Fund and
Federated American Leaders Fund, Inc.
May 30, 1997
Page 2
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 Acquired Fund 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
primarily 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 Acquired Fund 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 assets in exchange
solely for the Acquiring Fund Shares and the assumption by the Acquiring
Fund of certain liabilities of the Acquired Fund, 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 in exchange solely for
OP3.EDG; 700282
Federated American Leaders Fund, Inc.
May 30, 1997
Page 3
the Acquiring Fund Shares and the assumption by the Acquiring Fund of
certain liabilities of the Acquired Fund;
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 solely for the Acquiring Fund Shares and the assumption by the
Acquiring Fund of certain liabilities of the Acquired Fund, or upon the
distribution (whether actual or constructive) of the Acquiring Fund Shares
to the 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;
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
OP3.EDG; 700282
Federated American Leaders Fund, Inc.
May 30, 1997
Page 4
(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
opinion in the Prospectus/Proxy Statement which is contained in the
Registration Statement.
Very truly yours,
/s/ Dickstein Shapiro Morin & Oshinsky LLP
Exhibit 14.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Post-Effective Amendment No. 1 to
Form N-14 (Registration No. 333-23797) of Federated American Leaders Fund, Inc.
of our report dated May 15, 1996, included in its Annual Report dated March 31,
1996, and to all references to our firm included in Post-Effective Amendment
No. 1 to this registration statement.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Pittburgh, Pennsylvania,
June 4, 1997
Exhibit 14.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in Post-Effective Amendment
No. 1 to the Registration Statement on Form N-14 ("Registration Statement")
of Federated American Leaders Fund, Inc., of our report dated January 12,
1996, appearing in the Annual Report of Penn Square Mutual Fund, for the
year ended December 31, 1995, and to the incorporation by reference of such
report in the Prospectus and Statement of Additional Information of Penn
Square Mutual Fund, dated March 15, 1996, and the incorporation by
reference in Post-Effective Amendment No. 1 to the Registration Statement
of Federated American Leaders Fund, Inc., of our report dated January 9,
1997, appearing in the Annual Report of Penn Square Mutual Fund, for the
year ended December 31, 1996.
By:/s/ ERNST & YOUNG LLP
Ernst & Young LLP
Reading, PA
June 2, 1997
