As filed with the Securities and Exchange Commission on May 11, 2000
Securities Act File No. 002-91302
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. __
Post-Effective Amendment No. 1 [X]
PILGRIM GOVERNMENT SECURITIES INCOME FUND, INC.
(Exact Name of Registrant as Specified in Charter)
40 North Central Avenue, Suite 1200, Phoenix, Arizona 85004
(Address of Principal Executive Offices) (Zip Code)
(800) 992-0180
(Registrant's Area Code and Telephone Number)
James M. Hennessy
Pilgrim Investments, Inc.
40 North Central Avenue, Suite 1200
Phoenix, Arizona 85004
(Name and Address of Agent for Service)
With copies to:
Jeffrey S. Puretz, Esq.
Dechert Price & Rhoads
1775 Eye Street, N.W.
Washington, DC 20006
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It is proposed that this filing will become effective immediately upon
filing pursuant to Rule 485(b) under the Securities Act of 1933.
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No filing fee is required because an indefinite number of shares have previously
been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended.
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EXPLANATORY NOTE
The purpose of this filing is to file as an exhibit the opinion and consent
of counsel supporting the tax matters and consequences to shareholders of the
reorganization, as required by Item 16 (12) of Form N-14. Parts A and B to this
Registration Statement are incorporated by reference to the definitive proxy
statement/prospectus filed on EDGAR on February 9, 2000 (SEC File No.
002-91302), and the definitive Statement of Additional Information filed on
EDGAR on December 21, 1999 (SEC File No. 002-91302).
<PAGE>
PART C
OTHER INFORMATION
ITEM 15. INDEMNIFICATION
Reference is made to Article VI of the Registrant's By-Laws.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against 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 a director, officer or controlling person of the Registrant in the
successful defense of any action, a suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities 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.
ITEM 16. EXHIBITS
(1) (A) Articles of Incorporation (a)
(B) Certificate of Amendment to Articles of Incorporation (a)
(C) Certificate of Determination (a)
(D) Certificate of Determination regarding Class C Shares (c)
(E) Certificate of Determination regarding Class C and Class T Shares (g)
(2) Bylaws (a)
(3) Not Applicable
(4) Agreement and Plan of Reorganization between Pilgrim Government Securities
Income Fund, Inc. and Pilgrim Government Securities Fund*
(5) See Exhibits 1 and 2
(6) Form of Investment Management Agreement (d)
(7) (A) Form of Underwriting Agreement (d)
(B) Form of Selling Group Agreement (a)
(8) Not Applicable
(9) (A) Form of Custody Agreement (a)
(B) Form of Recordkeeping Agreement (a)
(10) (A) Form of Service and Distribution Plan for Class A Shares (a)
(B) Form of Service and Distribution Plan for Class B Shares (b)
(C) Form of Service and Distribution Plan for Class M Shares (a)
(D) Form of Service and Distribution Plan for Class C Shares (b)
(E) Form of Service and Distribution Plan for Class Q Shares (e)
(F) Form of Service and Distribution Plan for Class T Shares (f)
(G) Form of Amended and Restated Multiple Class Plan Adopted Pursuant to
Rule 18f-3(f)
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(11) Opinion and Consent of Counsel (h)
(12) Opinion and Consent of Counsel supporting tax matters and consequences
(13) Form of Shareholder Servicing Agreement (c)
(14) Consent of Independent Auditors (h)
(15) Not Applicable
(16) Powers of Attorney (h)
(17) Not Applicable
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(a) Incorporated by reference to Post-Effective Amendment No. 20 to the
Registration Statement on Form N-1A as filed on October 30, 1997.
(b) Incorporated by reference to Post-Effective Amendment No. 23 to the
Registration Statement on Form N-1A as filed on March 25, 1999.
(c) Incorporated by reference to Post-Effective Amendment No. 24 to the
Registration Statement on Form N-1A as filed on May 24, 1999.
(d) Incorporated by reference to Post-Effective Amendment No. 25 to the
Registration Statement on Form N-1A as filed on September 2, 1999.
(e) Incorporated by reference to Post-Effective Amendment No. 26 to the
Registration Statement on Form N-1A as filed on October 29, 1999.
(f) Incorporated by reference to Post-Effective Amendment No. 27 to the
Registration Statement on Form N-1A as filed on November 5, 1999.
(g) Incorporated by reference to Post-Effective Amendment No. 28 to the
Registration Statement on Form N-1A as filed on January 4, 2000.
(h) Filed with the initial Registration Statement on Form N-14 (SEC File No.
002-91302) on December 21, 1999.
* Filed as Appendix A to the definitive Proxy Statement/Prospectus on
February 9, 2000.
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 [17 CFR
230.145(c)], 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 1933 Act, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it meets all the requirements for effectiveness of
this Post-Effective Amendment No. 1 to its Registration Statement on Form N-14
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Post-Effective Amendment No. 1 to its Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Phoenix and State of Arizona on the 8th day of May, 2000.
PILGRIM GOVERNMENT SECURITIES INCOME
FUND, INC.
By: /s/ James M. Hennessy
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James M. Hennessy
Executive Vice President & Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities and on the date
indicated.
Signature Title Date
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Director and Chairman May 8, 2000
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John G. Turner *
Director and President May 8, 2000
- ------------------------------ (Chief Executive Officer)
Robert W. Stallings*
Director May 8, 2000
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Mary A. Baldwin *
Director May 8, 2000
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Al Burton *
Director May 8, 2000
- ------------------------------
Paul S. Doherty
Director May 8, 2000
- ------------------------------
Robert B. Goode, Jr. *
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Director May 8, 2000
- ------------------------------
Alan L. Gosule *
Director May 8, 2000
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Mark L. Lipson *
Director May 8, 2000
- ------------------------------
Walter H. May *
Director May 8, 2000
- ------------------------------
Jock Patton *
Director May 8, 2000
- ------------------------------
David W.C. Putnam *
Director May 8, 2000
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John R. Smith *
Director May 8, 2000
- ------------------------------
David W. Wallace *
Senior Vice President and May 8, 2000
- ------------------------------ Principal Financial Officer
Michael J. Roland*
* By: /s/ James M. Hennessy
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James M. Hennessy
Attorney-in-Fact**
** Executed pursuant to powers of attorney filed with the initial Registration
Statement on Form N-14 (SEC File No. 002-91302) on December 21, 1999.
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EXHIBIT INDEX
(12) Opinion and Consent of Counsel supporting tax matters and consequences
Dechert Price & Rhoads
1775 Eye Street, NW
Washington, DC 20006
April 1, 2000
Board of Trustees
Pilgrim Government Securities Fund
Two Renaissance Square
40 North Central Avenue
Suite 1200
Phoenix, AZ 85004-4424
Board of Directors
Pilgrim Government Securities Income Fund, Inc.
Two Renaissance Square
40 North Central Avenue
Suite 1200
Phoenix, AZ 85004-4424
Dear Gentlepersons:
You have requested our opinion regarding certain Federal income tax
consequences to the Pilgrim Government Securities Fund ("Target"), a
Massachusetts business trust, to the holders of the shares of Target (the
"Target Shareholders"), and to the Pilgrim Government Securities Income Fund,
Inc. ("Acquiring Fund"), a California corporation, in connection with the
proposed transfer of substantially all of the properties of Target to Acquiring
Fund in exchange solely for voting shares of common stock of Acquiring Fund
("Acquiring Fund Shares") followed by the distribution of such Acquiring Fund
Shares received by Target in complete liquidation and termination of Target (the
"Reorganization"), all pursuant to the Agreement and Plan of Reorganization (the
"Plan") dated as of November 16, 1999 between Target and Acquiring Fund.
<PAGE>
Pilgrim Government Securities Fund
Pilgrim Government Securities Income Fund, Inc.
April 1, 2000
Page 2
For purposes of this opinion, we have examined and rely upon (1) the Plan,
(2) the Form N-14, dated December 21, 1999 and filed by Acquiring Fund on said
date with the Securities and Exchange Commission, (3) the facts and
representations contained in the letter dated on or about the date hereof
addressed to us from Acquiring Fund, (4) the facts and representations contained
in the letter dated on or about the date hereof addressed to us from Target, and
(5) such other documents and instruments as we have deemed necessary or
appropriate for purposes of rendering this opinion.
This opinion is based upon the Internal Revenue Code of 1986, as amended
(the "Code"), United States Treasury regulations, judicial decisions, and
administrative rulings and pronouncements of the Internal Revenue Service, all
as in effect on the date hereof. This opinion is conditioned upon the
Reorganization taking place in the manner described in the Plan and the Form
N-14 referred to above.
Based upon the foregoing, it is our opinion that:
1. The acquisition by Acquiring Fund of substantially all of the
properties of Target in exchange solely for Acquiring Fund Shares
followed by the distribution of Acquiring Fund Shares to the
shareholders of Target in exchange for their Target shares in complete
liquidation and termination of Target will constitute a reorganization
within the meaning of section 368(a) of the Code. Target and Acquiring
Fund will each be "a party to a reorganization" within the meaning of
section 368(b) of the Code.
2. Target will not recognize gain or loss upon the transfer of
substantially all of its assets to Acquiring Fund in exchange solely
for Acquiring Fund Shares except to the extent that Target's assets
consist of contracts described in section 1256(b) of the Code
("Section 1256 Contracts"); Target will be required to recognize gain
or loss on the transfer of any such Section 1256 contracts to
Acquiring Fund pursuant to the Reorganization as if such Section 1256
contracts were sold to Acquiring Fund on the effective date of the
Reorganization at their fair market value. Target will not recognize
gain or loss upon the distribution to its shareholders of the
Acquiring Fund Shares received by Target in the Reorganization. We do
not express any opinion as to whether any accrued market discount will
be required to be recognized as ordinary income.
3. Acquiring Fund will recognize no gain or loss upon receiving the
properties of Target in exchange solely for Acquiring Fund Shares.
4. The aggregated adjusted basis to Acquiring Fund of the properties of
Target received by Acquiring Fund in the reorganization will be the
same as the aggregate adjusted basis of those properties in the hands
of Target immediately before the exchange.
<PAGE>
Pilgrim Government Securities Fund
Pilgrim Government Securities Income Fund, Inc.
April 1, 2000
Page 3
5. Acquiring Fund's holding periods with respect to the properties of
Target that Acquiring Fund acquires in the transaction will include
the respective periods for which those properties were held by Target
(except where investment activities of Acquiring Fund have the effect
of reducing or eliminating a holding period with respect to an asset).
6. The Target Shareholders will recognize no gain or loss upon receiving
Acquiring Fund Shares solely in exchange for Target shares.
7. The aggregate basis of the Acquiring Fund Shares received by a Target
Shareholder in the transaction will be the same as the aggregate basis
of Target shares surrendered by the Target Shareholder in exchange
therefor.
8. A Target Shareholder's holding period for the Acquiring Fund Shares
received by the shareholder in the transaction will include the
holding period during which the Target Shareholder held Target shares
surrendered in exchange therefor, provided that the Target Shareholder
held such shares as a capital asset on the date of Reorganization.
We express no opinion as to the federal income tax consequences of the
Reorganization except as expressly set forth above, or as to any transaction
except those consummated in accordance with the Agreement.
Our opinion as expressed herein, is solely for the benefit of Target, the
Target Shareholders, and the Acquiring Fund, and unless we give our prior
written consent, neither our opinion nor this opinion letter may be quoted in
whole or in part or relied upon by any other person.
Very truly yours,
/s/ Dechert Price & Rhoads
