As filed with the Securities and Exchange Commission on December 29, 1997
Securities Act of 1933 File No. 333-35065
Investment Company Act of 1940 File No. 811-3626
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 2
---------------------------------
CITIZENS INVESTMENT TRUST
(Exact name of registrant as specified in charter)
One Harbour Place
Suite 525
Portsmouth, N.H. 03801
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (603) 436-5152
Sophia Collier
One Harbour Place
Suite 525
Portsmouth, N.H. 03801
(Name and Address of Agent for Service)
It is proposed that this filing will become effective immediately pursuant
to paragraph (b) of Rule 485
- --------------------
[bullet] This N-14 filing relates to the Working Assets Money Market Portfolio
(Retail Class), Citizens Income Portfolio, Citizens Index Portfolio
(Retail Class), Citizens Emerging Growth Portfolio, Citizens Global
Equity Portfolio and Eofund.
<PAGE>
CITIZENS INVESTMENT TRUST
CROSS INDEX PAGE
WORKING ASSETS MONEY MARKET, CITIZENS INCOME, CITIZENS EMERGING
GROWTH, CITIZENS GLOBAL EQUITY AND CITIZENS INDEX PORTFOLIOS
Part A INFORMATION REQUIRED IN A PROSPECTUS
Incorporated by reference to the Registrant's Registration Statement on
Form N-14 (File No. 333-35065), as filed with the Securities and Exchange
Commission on September 5, 1997 (Accession No. 0000950146-97-001409).
Part B INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
Incorporated by reference to the Registrant's Registration Statement on
Form N-14 (File No. 333-35065), as filed with the Securities and Exchange
Commission on September 5, 1997(Accession No. 0000950146-97-001409).
<PAGE>
PART C: OTHER INFORMATION
Items 15 and 17 of Part C of Form N-14 are incorporated by reference to
Post-Effective Amendment No. 1 to the Registrant's Registration Statement
(File No. 333-35065), as filed with the Securities and Exchange Commission
on October 8, 1997 (Accession No. 0000950146-97-001515). Information
required by Item 16 of Part C of Form N-14 is set forth herein.
Item 16. Exhibits:
(1) declaration of trust: material currently on file ***
(2) by-laws: material currently on file ***
(3) not applicable
(4) copies of the agreement of reorganization **
(5) not applicable
(6) management agreement: material currently on file
(a) management agreement *
(b) renewal of management agreement ***
(c) amendment to management agreement dated May 30, 1996 ***
(d) form of sub-investment advisory agreement ***
(7) distribution agreement: material currently on file
(a) distribution agreement, as amended *
(b) renewal of distribution agreement ***
(c) amendment to distribution agreement dated May 6, 1996 ***
(d) amendment to distribution agreement dated May 30, 1996 ***
(8) not applicable
(9) custodian agreement: material currently on file ****
(10) Rule 12b-1 distribution plan: material currently on file *
(11) opinion and consent of counsel as to the legality of the securities
being registered **
(a) Tax opinion of counsel: included herein
- ----------------
* Incorporated by reference to Amendment No.27 to the Registrant's
Registration Statement (File No.. 2-80886), as filed with the Securities
and Exchange Commission.
** Incorporated within the Registrant's N-14 dated September 5, 1997:
material currently on file (Accession No. 0000950146-97-001409).
*** Incorporated by reference to Amendment No. 34 to the Registrant's
Registration Statement (File No. 2-80886), as filed with the Securities
and Exchange Commission.
**** Incorporated by reference to Amendment No. 35 to the Registrant's
Registration Statement (File No. 2-80886), as filed with the Securities
and Exchange Commission.
***** Incorporated by reference to Amendment Nos. 12 and 14 to the Registrant's
Registration Statement (File No. 2-80886), as filed with the Securities
and Exchange Commission.
<PAGE>
(12) not applicable
(13) other material contracts:
(a) administrative agreement as amended *
(b) amendment to administrative agreement ***
(14) consent of independent certified public accountants as to use of their
report **
(15) not applicable
(16) power of attorneys: material currently on file *****
(17a) Rule 24f-2 Notice of Election of Registrant: material currently on
file (Accession No. 0000929638-97-000212)
(17b) Prospectus for the Trust dated December 8, 1997: material currently
on file (Accession No. 0000950146-97-001894)
(17c) Statement of Additional Information for the Trust, dated October 3,
1997 as amended December 8, 1997: material currently on file
(Accession No. 0000950146-97-001515)
(17d) Annual Report to Shareholders of the Trust for the fiscal year ended
June 30, 1997: material currently on file (Accession No.
0000950146-96-001499)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Post-Effective Amendment to this
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Portsmouth and State of New Hampshire on the 29th day of December, 1997.
CITIZENS INVESTMENT TRUST
By /s/ Joseph F. Keefe
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Joseph F. Keefe, Secretary
/s/ Joseph F. Keefe
- -------------------------------------------------Secretary
Joseph F. Keefe Executive Vice President and
General Counsel
Azie Taylor Morton*
- ------------------------------------------- Trustee
(Azie Taylor Morton)
William Glenn*
- ------------------------------------------- Trustee
(William Glenn)
Ada Sanchez*
- ------------------------------------------- Trustee
(Ada Sanchez)
J.D. Nelson*
- ------------------------------------------- Trustee
(J.D. Nelson)
Juliana Eades*
- ------------------------------------------- Trustee
(Juliana Eades)
Lokelani Devone*
- ------------------------------------------- Trustee
(Lokelani Devone )
<PAGE>
Robert B. Reich*
- ------------------------------------------- Trustee
(Robert B. Reich)
Mitchell Johnson*
- ------------------------------------------- Trustee
(Mitchell Johnson)
Sophia Collier*
- ------------------------------------------- Trustee
(Sophia Collier)
* By Joseph F. Keefe Attorney in Fact /s/ Joseph F. Keefe
-------------------
See Power of Attorney dated December 1, 1997, filed with the commission on
December 8, 1997.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
(11a) Tax Opinion of counsel
December 8, 1997
Citizens Investment Trust
One Harbor Place
Suite 525
Portsmouth, NH 03801
Ladies and Gentlemen:
This opinion is furnished to you in connection with the consummation of the
transactions contemplated by the Plan of Reorganization of Citizens Investment
Trust (the "Trust") dated September 17, 1997 (the "Plan"), relating to the
transfer of the assets of the EoFund, a series of the Trust (the "Target"), to
Working Assets Money Market Portfolio, a series of the Trust (the "Acquiror").
The Plan provides for the acquisition of all of the assets of the Target by the
Acquiror in exchange for (a) the assumption of all of the liabilities of the
Target by the Acquiror and (b) the issuance and delivery by the Acquiror to the
Target, for distribution (in accordance with ss. 2 of the Plan) pro rata to the
Target's shareholders in exchange for their beneficial interests in the Target
and in complete liquidation of the Target, of a number of Retail Class shares of
the Acquiror having an aggregate net asset value equal to the value of the
assets, less the amount of the liabilities, of the Target so transferred to the
Acquiror (the "Reorganization").
In connection with this opinion we have examined and relied upon the
originals or copies, certified or otherwise identified to us to our
satisfaction, of the Plan, the Proxy Statement/Prospectus dated October 17,
1997, regarding a special meeting of shareholders held in connection with the
Reorganization, and related documents (collectively, the "Documents"). In that
examination, we have assumed the genuineness of all signatures, the authenticity
and completeness of all documents purporting to be originals (whether reviewed
by us in original or copy form) and the conformity to the originals of all
documents purporting to be copies.
As to certain factual matters, we have relied with your consent upon, and
our opinion is limited by, the representations of the various parties set forth
in the Documents, and in certificates of the Trust dated on or about the date
hereof and attached hereto as Exhibits A and B (the "Certificates"). Our opinion
assumes that (i) all representations set forth in the Documents and in the
Certificates are true and correct in all material aspects as of the date of the
Reorganization and (ii) the Plan is implemented in accordance with its terms and
consistent with the representations set out in the Documents and Certificates.
Our opinion is limited solely to the provisions of the federal Internal Revenue
Code as now in effect (the "Code"), and the regulations, rulings, and
interpretations thereof in force as of this date. We assume no obligation to
update our opinion to reflect any changes in law or in the interpretation
thereof that may hereafter occur.
On the basis of and subject to the foregoing, we are of the opinion that:
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1. For federal income tax purposes, the Reorganization will constitute a
reorganization under Section 368(a) of the Code, and the Acquiror and the Target
will each be a "party to a reorganization" within the meaning of Section 368(b)
of the Code.
2. No gain or loss will be recognized by the Target (a) upon the transfer
of all of its assets to the Acquiror solely in exchange for the shares of the
Acquiror and the assumption of the liabilities of the Target by the Acquiror or
(b) upon the distribution of the Acquiror shares to the shareholders of the
Target pursuant to the Plan.
3. No gain or loss will be recognized by the Acquiror upon the receipt of
the assets of the Target solely in exchange for shares of the Acquiror and the
assumption of the liabilities of the Target by the Acquiror.
4. The basis of the assets of the Target acquired by the Acquiror will be,
in each instance, the same as the basis of those assets in the hands of the
Target immediately prior to the transfer.
5. The holding period of the assets of the Target in the hands of the
Acquiror will include, in each instance, the holding period of such assets in
the hands of the Target.
6. The shareholders of the Target will not recognize gain or loss upon the
exchange of all of their Target shares solely for shares of the Acquiror as part
of the Reorganization.
7. The basis of the Acquiror shares to be received by a Target shareholder
will be, in each instance, the same as the basis of the Target shares
surrendered in exchange therefor.
8. The holding period of the Acquiror shares to be received by a Target
shareholder will include, in each instance, the holding period of the Target
shares surrendered in exchange therefor, provided such Target shares were held
as capital assets on the date of the exchange.
This opinion is being delivered solely to you for your use in connection
with the Reorganization, and may not be relied upon by any other person or used
for any other purpose.
Very truly yours,
BINGHAM DANA LLP
