As filed with the Securities and Exchange Commission on
July 26, 1999
Registration No.
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-14
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
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Pre-Effective Amendment No. [ ]
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Post-Effective Amendment No. 1 [X]
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(Check appropriate box or boxes)
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PUTNAM AMERICAN GOVERNMENT INCOME FUND
(Exact Name of Registrant as Specified in Charter)
One Post Office Square, Boston, Massachusetts 02109
(Address of Principal Executive Offices)
617-292-1000
(Area Code and Telephone Number)
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JOHN R. VERANI, Vice President
PUTNAM AMERICAN GOVERNMENT INCOME FUND
One Post Office Square
Boston, Massachusetts 02109
(Name and address of Agent for Service)
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Copy to:
JOHN W. GERSTMAYR, Esquire
ROPES & GRAY
One International Place
Boston, Massachusetts 02110
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This amendment is being filed solely for the purpose of adding the enclosed
exhibits to the Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston and The Commonwealth of
Massachusetts on July 26, 1999.
PUTNAM AMERICAN GOVERNMENT INCOME FUND
By: Gordon H. Silver, Vice President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form N-14 has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title
<S> <C>
George Putnam President and Chairman of the Trustees;
Principal Executive Officer; Trustee
John A. Hill Vice Chairman and Trustee
William F. Pounds Vice Chairman and Trustee
John D. Hughes Principal Financial Officer; Senior Vice
President; Treasurer
Paul G. Bucuvalas Principal Accounting Officer; Assistant
Treasurer
Jameson A. Baxter Trustee
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<PAGE>
Ronald J. Jackson Trustee
Paul L. Joskow Trustee
Elizabeth T. Kennan Trustee
Lawrence J. Lasser Trustee
George Putnam, III Trustee
W. Nicholas Thorndike Trustee
</TABLE>
By: Gordon H. Silver, as
Attorney-in-Fact
July 26, 1999
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<PAGE>
EXHIBIT INDEX
11. Opinion of Ropes & Gray, including consent -- Exhibit 1.
12. Opinion of Ropes & Gray as to Tax Matters, including consent
-- Exhibit 2.
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EXHIBIT 1
July 12, 1999
Putnam High Quality Bond Fund
One Post Office Square
Boston, Massachusetts 02109
Putnam American Government Income Fund
One Post Office Square
Boston, Massachusetts 02109
Ladies and Gentlemen:
We have acted as counsel in connection with the acquisition (the
"Acquisition") by Putnam American Government Income Fund, a Massachusetts
business trust (the "American Government Fund") of all of the properties and
assets, and the assumption by it of all of the liabilities of, Putnam High
Quality Bond Fund, a Massachusetts business trust (the "High Quality Bond
Fund"), pursuant to an Agreement and Plan of Reorganization (the "Agreement")
dated as of March 17, 1999 by and between the American Government Fund and the
High Quality Bond Fund. This opinion is furnished to you pursuant to Sections
8(f) and 9(f) of the Agreement. Unless otherwise defined herein, capitalized
terms used herein have the meanings provided in the Agreement.
We have today attended the closing of the Acquisition. We have examined
conformed copies of the Registration Statement of the American Government Fund
on Form N-14, as amended, and all exhibits thereto (the "Registration
Statement"), as filed with the Securities and Exchange Commission (the
"Commission"); a copy of each of the Prospectus/Proxy Statement (the
"Prospectus/Proxy Statement") and the Statement of Additional Information
relating to the Acquisition, dated April 12, 1999, each as filed with the
Commission pursuant to Rule 497 under the Securities Act of 1933, as amended
(the "1933 Act"); copies of the Prospectus and the Statement of Additional
Information of the American Government Fund, dated January 30, 1999 (the
"American Government Fund Prospectus and Statement of Additional Information"),
as filed with the Commission pursuant to Rule 497 under the 1933 Act; copies of
the Prospectus and Statement of Additional Information of the High Quality Bond
Fund dated February 28, 1999, as filed with the Commission pursuant to Rule 497
under the 1933 Act; and an executed copy of the Agreement. We have also examined
and relied upon the originals or copies of minutes of meetings of the
shareholders and Trustees of the High Quality Bond Fund and of the Trustees of
the American Government Fund; copies of the Agreements and Declarations of Trust
of the American Government Fund and High Quality Bond Fund, respectively, on
file in the offices of
<PAGE>
the Secretary of State of The Commonwealth of Massachusetts (each, a
"Declaration of Trust"); certificates of recent date of the Secretary of State
of The Commonwealth of Massachusetts as to the existence of the American
Government Fund and High Quality Bond Fund, respectively; copies of the Bylaws
of the American Government Fund and High Quality Bond Fund (the "Bylaws"); a
certificate of Putnam Investment Management, Inc. (the "Putnam Certificate") to
the effect that the execution and delivery of the Agreement and the consummation
of the transactions contemplated thereby will not violate the investment
restrictions of the American Government Fund contained in the Declaration of
Trust of the American Government Fund, the Bylaws of the American Government
Fund, or the American Government Fund Prospectus and Statement of Additional
Information; an affidavit of an officer of Management Information Services Corp.
to the effect that it completed the initial mailing, on or about April 26, 1999
of the Prospectus/Proxy Statement and the American Government Fund Prospectus to
each shareholder of record of the High Quality Bond Fund as of the close of
business on April 1, 1999; and such other documents as we have considered
necessary in rendering this opinion.
We have assumed the genuineness of the signatures on all documents
examined by us, the authenticity of all documents submitted to us as originals,
and the conformity to the corresponding originals of all documents submitted to
us as copies. For the purpose of our opinion in paragraph 5 below, we have
relied, as to matters relating to compliance by the American Government Fund
with its investment restrictions, solely upon the Putnam Certificate.
We express no opinion as to the laws of any jurisdiction other than The
Commonwealth of Massachusetts and the United States of America. Further, we
express no opinion as to the state securities or blue sky laws of any
jurisdiction, including The Commonwealth of Massachusetts.
Based upon and subject to the foregoing, we are of the opinion that:
1. Each of the American Government Fund and High Quality Bond Fund are
legally organized and validly existing voluntary associations with transferable
shares of beneficial interest under the laws of The Commonwealth of
Massachusetts, and neither the American Government Fund nor the High Quality
Bond Fund is, to our knowledge, required to qualify to do business as a foreign
association in any jurisdiction, except as may be required by state securities
or blue sky laws.
2. The Agreement has been duly authorized, executed, and delivered by
each of the High Quality Bond Fund and the American Government Fund and,
assuming that the Registration Statement and the Prospectus/Proxy Statement
comply with the 1933 Act, the Securities Exchange Act of 1934, as amended (the
"1934 Act"), and the Investment Company Act of 1940, as amended (the "1940
Act"), is a valid and binding obligation of each of the High Quality Bond Fund
and the American Government Fund.
3. The High Quality Bond Fund has the power to sell, assign, convey,
transfer, and deliver the assets contemplated by the Agreement to be sold,
assigned, conveyed, transferred, and
<PAGE>
delivered and, upon consummation of the transactions contemplated by the
Agreement in accordance with its terms the High Quality Bond Fund will have duly
sold, assigned, conveyed, transferred, and delivered such assets to the American
Government Fund.
4. The American Government Fund Shares to be delivered to the High
Quality Bond Fund as provided for by the Agreement are duly authorized and upon
such delivery will be validly issued and will be fully paid and nonassessable by
the American Government Fund, and no shareholder of the American Government Fund
has any preemptive right to subscription or purchase in respect thereof.
5. The execution and delivery of the Agreement by each of the High
Quality Bond Fund and the American Government Fund did not, and the consummation
of the transactions contemplated thereby will not, violate the Declaration of
Trust or Bylaws of the High Quality Bond Fund or the American Government Fund,
or any provision of any agreement known to us to which either is a party or by
which either is bound.
6. No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by either of the High
Quality Bond Fund or the American Government Fund of the transactions
contemplated by the Agreement, except such as may be required under state
securities or blue sky laws and the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 (the "H-S-R Act"). In connection with the H-S-R Act, we advise you that
members of the legal staff of the premerger notification office of the Federal
Trade Commission (the "FTC") have informed us in telephone conversations on
several occasions in the past that registered investment companies which are
parties to transactions such as those contemplated by the Agreement are not
required in connection with or in contemplation of such transactions to make any
filings with the FTC to comply with the H-S-R Act or any rules or regulations
promulgated thereunder.
7. The Registration Statement has become effective under the 1933 Act,
and to the best of our knowledge no stop order suspending the effectiveness of
the Registration Statement has been issued, and no proceedings for that purpose
have been instituted or are pending or threatened under the 1933 Act.
In connection with our opinion in paragraph 2, we point out that copies
of each of the Declarations of Trust of the American Government Fund and the
High Quality Bond Fund are on file with the Secretary of State of The
Commonwealth of Massachusetts and that the Agreement provides that it has been
executed by the Trustees of each of the American Government Fund and High
Quality Bond Fund, respectively, as Trustees and not individually and that the
obligations of the Agreement are not binding upon any of the Trustees, officers
or shareholders of the American Government Fund or the High Quality Bond Fund
individually, but are binding only upon the assets and property of the American
Government Fund and the High Quality Bond Fund, as the case may be.
In connection with our opinion in paragraph 4, we point out that under
Massachusetts
<PAGE>
law, shareholders of a "Massachusetts business trust" could, under certain
circumstances, be held personally liable for the obligations of the trust.
However, the Declaration of Trust of the American Government Fund disclaims
shareholder liability for acts or obligations of the American Government Fund
and requires that notice of such disclaimer be given in each agreement,
obligation, or instrument entered into or executed by the American Government
Fund or its Trustees. The Declaration of Trust provides for indemnification out
of the property of the American Government Fund for all loss and expense of any
shareholder of the American Government Fund held personally liable for the
obligations of the American Government Fund solely by reason of his being or
having been a shareholder of the American Government Fund. Thus, the risk of a
shareholder's incurring financial loss on account of such shareholder liability
is limited to circumstances in which the American Government Fund itself would
be unable to meet its obligations.
This opinion is furnished by us solely for your benefit and, except as
expressly consented to by us in writing, may not be relied upon by any other
entity or individual.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
EXHIBIT 2
July 12, 1999
Putnam High Quality Bond Fund
Putnam American Government Income Fund
One Post Office Square
Boston, MA 02109
Ladies and Gentlemen:
We have acted as counsel in connection with the Agreement and Plan of
Reorganization dated as of March 17, 1999 (the "Agreement"), between Putnam
American Government Income Fund ("Acquiring Fund"), a Massachusetts business
trust, and Putnam High Quality Bond Fund ("Target Fund"), a Massachusetts
business trust. The Agreement describes a proposed transaction (the
"Transaction") to occur on July 12, 1999, or such other date as may be decided
by the Trust (the "Exchange Date"), pursuant to which Acquiring Fund will
acquire substantially all of the assets of Target Fund in exchange for shares of
beneficial interest in Acquiring Fund (the "Acquiring Fund Shares") and the
assumption by Acquiring Fund of all of the liabilities of Target Fund following
which the Acquiring Fund Shares received by Target Fund will be distributed by
Target Fund to its shareholders in liquidation and termination of Target Fund.
This opinion as to certain federal income tax consequences of the Transaction is
furnished to you pursuant to Sections 8(g) and 9(g) of the Agreement.
Capitalized terms not defined herein are defined in the Agreement.
Target Fund is a trust which is registered under the Investment Company Act
of 1940, as amended (the "1940 Act"), as an open-end management investment
company. Shares of Target Fund are redeemable at net asset value at each
shareholder's option. Target Fund has elected to be a regulated investment
company for federal income tax purposes under Section 851 of the Internal
Revenue Code of 1986, as amended (the "Code").
Acquiring Fund is a trust which is registered under the 1940 Act as an
open-end management investment company. Shares of Acquiring Fund are redeemable
at net asset value at each shareholder's option.
For purposes of this opinion, we have considered the Agreement, the Proxy
Statement, the Registration Statement (including the items incorporated by
reference therein), and such other
<PAGE>
Putnam High Quality Bond Fund July 12, 1999
Putnam American Government Income Fund
items as we have deemed necessary to render this opinion. In addition, you
provided us with a letter dated as of the date hereof, representing as to
certain facts, occurrences and information upon which you have indicated that we
may rely in rendering this opinion (whether or not contained or reflected in the
documents and items referred to above).
Based on the foregoing representations and our review of the documents and
items referred to above, we are of the opinion that for federal income tax
purposes:
(i) The Transaction will constitute a reorganization within the meaning
of Section 368(a) of the Code. The Target Fund and the Acquiring
Fund will each be a "party to a reorganization" within the meaning
of Section 368(b) of the Code;
(ii) No gain or loss will be recognized by Target Fund upon the transfer
of Target Fund's assets to Acquiring Fund in exchange for Acquiring
Fund Shares and the assumption by Acquiring Fund of the liabilities
of Target Fund, or upon the distribution of Acquiring Fund Shares by
Target Fund to its shareholders in liquidation;
(iii) No gain or loss will be recognized by the Target Fund shareholders
upon the exchange of their Target Fund Shares for Acquiring Fund
Shares;
(iv) The basis of Acquiring Fund Shares a Target Fund shareholder
receives in connection with the Transaction will be the same as the
basis of his or her Target Fund Shares exchanged therefor;
(v) A Target Fund shareholder's holding period for his or her Acquiring
Fund Shares will be determined by including the period for which he
or she held the Target Fund Shares exchanged therefor, provided that
he or she held such Target Fund Shares as capital assets;
(vi) No gain or loss will be recognized by Acquiring Fund upon the
receipt of the assets of Target Fund in exchange for Acquiring Fund
Shares and the assumption by Acquiring Fund of the liabilities of
Target Fund;
(vii) The basis in the hands of Acquiring Fund of the assets of Target
Fund transferred to Acquiring Fund in the Transaction will be the
same as the basis of such assets in the hands of Target Fund
immediately prior to the transfer; and
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<PAGE>
Putnam High Quality Bond Fund July 12, 1999
Putnam American Government Income Fund
(viii) The holding periods of the assets of Target Fund in the hands of
Acquiring Fund will include the periods during which such assets
were held by Target Fund.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
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