1933 Act File No. 333-23817
1940 Act File No. 811-3984
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INTERNATIONAL SERIES, 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 November 30, 1996 was filed on January 15, 1997.
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 International Fund
6.Information About the Information About the Federated Fund
Company Being Acquired and the International 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. 333-23817 and 811-3984).
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(1)
2.1 Bylaws of the Registrant(1)
3 Not Applicable
4 Agreement and Plan of Reorganization dated as of March 24, 1997,
between Scottish Widows International Fund, a Massachusetts business trust,
and International Series, Inc., a Maryland corporation, on behalf of its
portfolio, Federated International Equity Fund(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)
6.2 Conformed Copy of Assignment of Investment Advisory Contract of the
Registrant(4)
7.1 Conformed Copy of Distributor's Contract of the Registrant through and
inlcuding exhibit E(2)
7.2 Conformed Copy of Exhibit F to the Distributor's Contract of the
Registrant(4)
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(2)
10.1 Conformed Copy of Distribution Plan of the Registrant through and
including Exhibit B(2)
10.2 Conformed Copy of Exhibit C to the Distribution Plan of the
Registrant(4)
10.3 Copy of Rule 12b-1 Agreement of the Registrant through and including
Exhibit C(2)
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 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
Registrant, Arthur Andersen LLP*
14.2 Conformed Copy of Consent of Independent Auditors of Scottish Widows
International Fund, Ernst & Young 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 Scottish Widows International Fund(7)
* Filed electronically.
(1) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 13 on Form N-1A filed on February 13, 1991. (File Nos. 2-
91776 and 811-3984)
(2) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 20 on Form N-1A filed on July 29, 1994. (File Nos. 2-91776
and 811-3984)
(3) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 23 on Form N-1A filed on February 9, 1995. (File Nos. 2-
91776 and 811-3984)
(4) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 27 on Form N-1A filed January 31, 1996. (File Nos. 2-91776
and 811-3984)
(5) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 30 on Form N-1A filed January 27, 1997. (File Nos. 2-91776
and 811-3984)
(6) Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-14 filed March 24, 1997. (File Nos. 333-
23817 and 811-3984)
(7) Response is incorporated by reference to Registrant's Definitive
filing on Form N-14 filed April 28, 1997. (File Nos. 333-23817 and 811-
3984)
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, International Series, 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.
INTERNATIONAL SERIES, INC.
(Registrant)
By: *
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
June 6, 1997:
* Chairman and Director
John F. Donahue
(Chief Executive Officer)
* President
Glen R. Johnson
* 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
International Series, Inc., on behalf of its portfolio,
Federated International Equity Fund
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Scottish Widows International 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 Scottish Widows International Fund, a Massachusetts business trust (the
"Acquired Fund"), will be acquired by International Series, Inc., a Maryland
corporation (the "Corporation"), on behalf of its portfolio, Federated
International Equity Fund (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
International Series, Inc.
May 30, 1997
Page 2
between the Corporation, on behalf of the Acquiring Fund, and the Acquired Fund
(the "Agreement"). This opinion is rendered to you pursuant to paragraph 8.5 of
the Agreement.
Both the Corporation 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 non-U.S. 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 Corporation 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;
OP6.EDG; 700271
International Series, Inc.
May 30, 1997
Page 3
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 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
OP6.EDG; 700271
International Series, Inc.
May 30, 1997
Page 4
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 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 Post-Effective Amendment No. 1 to this registration
statement on Form N-14 (Registration No. 333-23817) of International Series,
Inc. of our report dated January 15, 1997, included in the Federated
International Equity Fund Annual Report dated November 30, 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
Pittsburgh, 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 International Equity Fund, a portfolio of
International Series, Inc., of our report dated January 19, 1996, appearing
in the Annual Report of Scottish Widows International 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
Scottish Widows International Fund, dated March 15, 1996, and the
incorporation by reference in Post-Effective Amendment No. 1 to the
Registration Statement of Federated International Equity Fund, a portfolio
of International Series, Inc., of our report dated January 16, 1997,
appearing in the Annual Report of Scottish Widows International Fund, for
the year ended December 31, 1996.
By:/s/ ERNST & YOUNG LLP
Ernst & Young LLP
Reading, PA
June 2, 1997
