1933 Act File No. 333-12587
1940 Act File No. 811-4017
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-14
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FEDERATED EQUITY FUNDS
(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
October 31, 1996 was filed on December 16, 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, The Trust, and The State
Bond Fund
6. Information About the Company
Being Acquired ............ Information About The Federated Fund,
The Trust, 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
Information
About the Registrant of Federated Growth Strategies
Fund dated December 31, 1995 is
incorporated by reference to Post-
Effective Amendment No. 29 to
the Trust's Registration Statement on
Form
N-1A (File Nos. 2-91090 and 811-4017)
filed with the Commission on or about
December 27, 1995.
13. Additional Information About The Statement of Additional
Information
the Company Being Acquired of The State Bond Common Stock
Fund
dated May 1, 1996 is incorporated by
reference to Post-Effective Amendment
No. 58 to the Corporation's Registration
Statement
on Form N-1A (File Nos. 2-19600 and 811-
1138) filed with the Commission on or
about March 1, 1996.
14. Financial Statements The audited financial
statements of Federated
Growth Strategies Fund, dated
October 31, 1995, are incorporated by
reference to Federated Growth
Strategies Fund's Annual
Report to Shareholders dated
October 31, 1995; the audited financial
statements of the State Bond Commonn
Stock Fund, dated
December 31, 1995, are
incorporated by reference to
the State Bond Fund's Annual Report to
Shareholders dated
December 31, 1995; the
unaudited financial statements
of Federated Growth Strategies Fund,
dated April 30, 1996, are
incorporated by reference to
Federated Growth Strategies
Fund's Semi- Annual Report to
Shareholders, dated
April 30, 1996; the
unaudited financial statements
of State Bond Common Stock Fund, dated
June 30, 1996, are
incorporated by reference to the
State Bond Common Stock Fund's Semi-Annual
Report to Shareholders,
dated June 30, 1996; the pro
forma finanial information of
Federated Growth Strategies Fund,
dated October 31, 1995 and
April 30, 1996, is included
in Part B.
Incorporate by reference pursuant to Rule 411 under the Securities Act of
1933, Parts A and B of Registrant's Definitive Registration Statement file
on Form N-14 on November 1, 1996, in their entirety (File No. 333-12587
and 811-4017).
PART C - OTHER INFORMATION
Item 15. Indemnification (8)
Item 16. Exhibits
1.1 Conformed Copy of Declaration of Trust of the Registrant(1)
2.1 Bylaws of the Registrant, as amended(1)
2.2 Amendment No. 2 to Bylaws of the Registrant effective February 2,
1987(2)
2.3 Amendment No. 3 to Bylaws of the Registrant effective August 25,
1988(3)
3 Not Applicable
4 Agreement and Plan of Reorganization dated September 23, 1996, between
State Bond Equity Funds, Inc., a Maryland corporation, on behalf of its
portfolio, State Bond Common Stock Fund, and Federated Equity Funds, a
Massachusetts business trust, on behalf of its portfolio Federated Growth
Strategies Fund(9)
5 Copy of Specimen Certificate for Shares of Beneficial Interest of
Federated Growth Strategies Fund(4)
6.1 Conformed Copy of Investment Advisory Contract on behalf of Federated
Growth Trust(5)
6.2 Conformed Copy of Investment Advisory Contract on behalf of Federated
Equity Funds(6)
7.1 Conformed Copy of Distributor's Contract on behalf of Federated Growth
Trust(5)
7.2 Conformed Copy of Distributor's Contract on behalf of Federated Equity
Funds(6)
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(7)
10.1 Conformed Copy of Distribution Plan of the Registrant(6)
10.2 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)
10.3 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(8)
12 Opinion of Dickstein Shapiro Morin & Oshinsky LLP regarding tax
consequences of Reorganization*
13.1 Conformed Copy of Shareholder Services Agreement of the Registrant(7)
13.2 Conformed Copy of Administrative Services Agreement of the
Registrant(7)
13.3 Conformed Copy of Agreement for Fund Accounting, Shareholder
Recordkeeping and Custody Services Procurement(7)
13.4 The responses described in Item 16 (7.3) and Item 16 (10.2) are hereby
incorporated by reference
14.1 Conformed copy of Consent of Independent Auditors of Federated Equity
Funds, Ernst & Young LLP*
14.2 Conformed copy of Consent of Independent Auditors of State Bond Common
Stock Fund, Ernst & Young LLP*
14.3 Conformed copy of Consent of Independent Auditors of State Bond Common
Stock Fund, Deloitte & Touche LLP*
15 Not Applicable
16 Conformed Copy of Power of Attorney(8)
17.1 Declaration under Rule 24f-2(10)
17.2 Form of Proxy of State Bond Common Stock Fund(9)
* Filed electronically.
(1) Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 1 on Form N-1A filed on July 9, 1984. (File Nos. 2-91090 and
811-4017)
(2) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 5 on Form N-1A filed on July 21, 1987. (File Nos. 2-91090
and 811-4017)
(3) Response is incorporated by reference to Registrant's Post-Effective
Amendment
No. 10 on Form N-1A filed on December 31, 1988. (File Nos. 2-91090 and
811-4017)
(4) Response is incorporated by reference to Registrant's Post-Effective
Amendment
No. 22 on Form N-1A filed July 17, 1995. (File Nos. 2-91090 and 811-4017)
(5) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 11 on Form N-1A filed October 23, 1989. (File Nos. 2-91090
and 811-4017)
(6) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 26 on Form N-1A filed on September 12, 1995. (File Nos. 2-
91090 and 811-4017)
(7) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 20 on Form N-1A filed on December 29, 1994. (File Nos. 2-
91090 and 811-4017)
(8) Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-14 filed on September 24, 1996. (File No.
811-4017)
(9) Response is incorporated by reference to Registrant's Definitive
Registration Statement on Form N-14 filed on November 1, 1996. (File Nos.
333-12587 and 811-4017)
(10) Response is incorporated by reference to Registrant's Rule 24f-2
Filing on December 20, 1996. (File No. 811-4017)
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 Equity Funds, 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 EQUITY FUNDS
(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 December 20, 1996:
* Chairman and Trustee
John F. Donahue
(Chief Executive Officer)
* President
Glen R. Johnson
* Treasurer and Executive Vice President
John W. McGonigle
(Principal Financial and
Accounting Officer)
* Trustee
Thomas G. Bigley
* Trustee
- ---------
John T. Conroy, Jr.
* Trustee
William J. Copeland
* Trustee
James E. Dowd
* Trustee
Lawrence D. Ellis, M.D.
* Trustee
Edward L. Flaherty, Jr.
* Trustee
Peter E. Madden
* Trustee
Gregor F. Meyer
* Trustee
John E. Murray, Jr., J.D., S.J.D.
* Trustee
Wesley W. Posvar
* Trustee
Marjorie P. Smuts
1* By: /s/ S. Elliott Cohan
Attorney in Fact
Exhibit 14.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the use of our report dated December 12, 1995 with respect to
the financial statements and financial highlights of Federated Growth
Strategies Fund (a portfolio of Federated Equity Funds) incorporated by
reference in Post-Effective Amendment No. 1 to the Registration Statement
on Form N-14 and related Prospectus/Proxy Statement and Statement of Additional
Information.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG 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 Common Stock
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 Equity Funds filed with the Securities and Exchange Commission.
/s/ERNST & YOUNG LLP
ERNST & YOUNG LLP
Kansas City, Missouri
December 16, 1996
EXHIBIT 12
DICKSTEIN SHAPIRO MORIN & OSHINSKY LLP
2101 L Street, NW
Washington, DC 20037-1525
December 13, 1996
Federated Equity Funds, on behalf of its portfolio,
Federated Growth Strategies Fund
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
State Bond Equity Funds, Inc., on behalf of its portfolio,
State Bond Common Stock 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 Common Stock Fund, (the "Acquired Fund"), a
portfolio of State Bond Equity Funds, Inc., a Maryland corporation (the
"Corporation"), will be acquired by Federated Equity Funds, a
Massachusetts business trust (the "Trust"), on behalf of its portfolio,
Federated Growth Strategies Fund (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 Trust, on behalf of 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 Trust 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
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 Trust 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
c#8d01!.sam
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;
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
c#8d01!.sam
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
Dickstein Shapiro Morin & Oshinsky LLP
Exhibit 14.3
INDEPENDENT AUDITORS' CONSENT
We consent to the use in the Post-Effective Amendment No. 20 to the
Registration Statement on Form N-1A of State Bond Common Stock Fund of our
report dated January 23, 1995 (except for Note E, dated February 16, 1995)
accompanying the financial statements of State Bond Common Stock 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 the
Post-Effective Amendment No. 1 to the Registration Statement (Form N-14) of
Federated Equity Funds filed with the Securities and Exchange Commission.
/s/Deloitte & Touche LLP
Deloitte & Touche LLP
Minneapolis, Minnesota
December 16, 1996
