As filed with the Securities and Exchange Commission on January 26, 1996
Registration No. 33-65503
U.S. Securities and Exchange Commission
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
x Pre-Effective Amendment No. 1 Post-Effective Amendment No. ___
(Check appropriate box or boxes)
Exact Name of Registrant as Specified in Charter:
COREFUNDS, INC.
Area Code and Telephone Number:
(800) 355-2673
Address of Principal Executive Offices:
680 East Swedesford Road
Wayne, PA 19087-1658
Name and Address of Agent for Service:
DAVID G. LEE
SEI Corporation
680 East Swedesford Road
Wayne, Pennsylvania 19087-1658
copies to:
HENRY S. HILLES, JR. JAMES W. JENNINGS
Drinker Biddle & Reath Morgan, Lewis & Bockius LLP
Philadelphia National Bank Building One Logan Square
1345 Chestnut Street Philadelphia, Pennsylvania 19103-6993
Philadelphia, Pennsylvania 19107-3496
Approximate Date of Proposed Public Offering: As soon as practicable after the
Registration Statement becomes effective under the Securities Act of 1933.
It is proposed that this filing will become effective on February 25, 1996
pursuant to Rule 488 under the Securities Act of 1933.
Calculation of Registration Fee under the Securities Act of 1933: No filing fee
is required because an indefinite number of shares have previously been
registered on Form N-1A (Registration Nos. 2-93214, 811-4107) pursuant to Rule
24f-2 under the Investment Company Act of 1940. Pursuant to Rule 429, this
Registration Statement relates to the aforesaid Registration Statement on Form
N-1A.
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This Pre-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form N-14 is being filed to delay the effective date and to provide
an opinion of Registrant's counsel as to the legality of the shares proposed to
be registered by this Registration Statement. This Pre-Effective Amendment makes
no other changes to Form N-14, as filed with the Commission on December 29,
1995.
-i-
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PART C
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Item 16. Exhibits.
The following Exhibit is hereby added by this Pre-
Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-14:
(11) Opinion of Morgan, Lewis & Bockius LLP that shares
are validly issued, fully paid and non-assessable.
C-2
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SIGNATURES
As required by the Securities Act of 1933, as amended, this registration
statement has been signed on behalf of the Registrant, in the City of Wayne,
Commonwealth of Pennsylvania on the 26th day of ^January, 1996.
COREFUNDS, INC.
/s/ David G. Lee
David G. Lee
President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacity on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ David G. Lee President & Chief January 26, 1996
- ---------------------
David G. Lee Executive Officer
- --------------------- Director January 26, 1996
Erin Anderson
/s/ Emil J. Mikity Director January 26, 1996
- ---------------------
Emil J. Mikity
/s/ George H. Strong Director January 26, 1996
- ---------------------
George H. Strong
/s/ Stephen G. Meyer Controller January 26, 1996
- ---------------------
Stephen G. Meyer
/s/ Carmen V. Romeo Treasurer & January 26, 1996
- ---------------------
Carmen V. Romeo Assistant Secretary
</TABLE>
C-3
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N-14
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
<S> <C> <C>
(11) Opinion of Morgan, Lewis & Bockius LLP
that shares are validly issued, fully paid
and non-assessable.
</TABLE>
C-4
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January 26, 1996
Conestoga Family of Funds
680 East Swedesford Road
Wayne, Pennsylvania 19087-1658
Re: Shares of Common Stock ("Shares") of CoreFunds, Inc.
Ladies and Gentlemen:
We refer to the Registration Statement on Form N-14 (SEC File No. 33-65503) (the
"Registration Statement") of CoreFunds, Inc. ("CoreFunds") relating to the
registration of shares of common stock of CoreFunds, Inc. ("CoreFunds") in
connection with the reorganization of CoreFunds with the Conestoga Family of
Funds ("Conestoga")(the "Reorganization").
We have been requested to furnish this opinion as Exhibit 11 to the Registration
Statement.
We have acted as legal counsel to CoreFunds and each of the Portfolios in
connection with the Reorganization. As such, and for the purpose of rendering
this opinion, we have examined CoreFunds' Articles of Incorporation, By-Laws,
resolutions adopted by its Board of Directors and such other records, documents,
instruments, and certificates of public officials as we have deemed appropriate.
Moreover, we have also made such inquiries of CoreFunds, and examined such
questions of law as we have deemed necessary for the purpose of rendering the
opinion set forth herein. We have assumed the genuineness of all signatures and
the authenticity of all items submitted to us as originals and the conformity
with originals of all items submitted to us as copies. At all times relevant
herein, CoreFunds was authorized to issue 20,000,000,000 Shares.
Based upon and subject to the foregoing, we are of the opinion that:
The issuance and sale of the Shares by CoreFunds in
connection with the Reorganization has been duly and validly
PH02/101720.1
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January 26, 1996
Page 2
authorized by all appropriate action and, upon delivery thereof and
payment therefor in accordance and in connection with the
Reorganization, such Shares will be duly authorized, validly issued,
fully paid and nonassessable by CoreFunds.
We have not reviewed the securities laws of any state or territory in connection
with the proposed offering of Shares and we express no opinion as to the
legality of any offer of sale of Shares under any such state or territorial
securities laws.
This opinion is intended only for your use with respect to the issuance of
Shares in connection with the Reorganization and may not be relied upon by any
other person.
We hereby consent to the inclusion of this opinion as an exhibit to CoreFunds'
Registration Statement to be filed with the Securities and Exchange Commission.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
PH02/101720.1
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