<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 15, 2000
SECURITIES ACT FILE NO. 2-14660
INVESTMENT COMPANY ACT NO. 811-852
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. 59 /X/
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. 24 /X/
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FPA PARAMOUNT FUND, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
11400 WEST OLYMPIC BOULEVARD, SUITE 1200
LOS ANGELES, CALIFORNIA 90064
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(310)473-0225
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
----------------------
J. RICHARD ATWOOD, TREASURER COPY TO:
FPA PARAMOUNT FUND, INC. LAWRENCE J. SHEEHAN, ESQ.
11400 WEST OLYMPIC BOULEVARD, SUITE 1200 O'MELVENY & MYERS LLP
LOS ANGELES, CALIFORNIA 90064 1999 AVENUE OF THE STARS
(NAME AND ADDRESS OF AGENT FOR SERVICE) LOS ANGELES, CALIFORNIA 90067
----------------------
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
AS SOON AS PRACTICABLE AFTER REGISTRATION STATEMENT BECOMES EFFECTIVE.
It is proposed that this filing will become effective (check appropriate
box)
/X/ immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of rule 485
If appropriate, check the following box:
/ / this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
TITLE OF SECURITIES BEING REGISTERED: COMMON STOCK, $0.25 PAR VALUE
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PART C. OTHER INFORMATION
ITEM 23. EXHIBITS.
(a)(1) Articles of Incorporation was filed as Exhibit (a)(1) to
Post-Effective Amendment No. 58 of Registrant's Registration Statement
on Form N-1A and is incorporated herein by reference.
(a)(2) Articles Supplementary, dated February 1, 1993 was filed as Exhibit
(a)(2) to Post-Effective Amendment No. 58 of Registrant's Registration
Statement on Form N-1A and is incorporated herein by reference.
(a)(3) Articles Supplementary, dated August 13, 1996 was filed as Exhibit 1.2
to Post-Effective Amendment No. 55 of Registrant's Registration
Statement on Form N-1A and is incorporated herein by reference.
(b) By-Laws was filed as Exhibit (b) to Post-Effective Amendment No. 58 of
Registrant's Registration Statement on Form N-1A and is incorporated
herein by reference.
(c) Specimen common stock certificate was filed as Exhibit 4 to
Post-Effective Amendment No. 56 of Registrant's Registration Statement
on Form N-1A and is incorporated herein by reference.
(d) Investment Advisory Agreement between Registrant and First Pacific
Advisors, Inc. was filed as Exhibit (d) to Post-Effective Amendment
No. 58 of Registrant's Registration Statement on Form N-1A and is
incorporated herein by reference.
(e)(1) Distribution Agreement between Registrant and FPA Fund Distributors,
Inc. was filed as Exhibit (e)(1) to Post-Effective Amendment No. 58 of
Registrant's Registration Statement on Form N-1A and is incorporated
herein by reference.
(e)(2) Specimen Selling Group Agreement was filed as Exhibit (e)(2) to
Post-Effective Amendment No. 58 of Registrant's Registration Statement
on Form N-1A and is incorporated herein by reference.
(e)(3) Smith Barney Inc. Mutual Fund Dealer Agreement was filed as Exhibit
6.2 to Post-Effective Amendment No. 56 of Registrant's Registration
Statement on Form N-1A and is incorporated herein by reference.
(g)(1) Custodian Contract between Registrant and State Street Bank and Trust
Company was filed as Exhibit (g)(1) to Post-Effective Amendment No. 58
of Registrant's Registration Statement on Form N-1A and is
incorporated herein by reference.
(g)(2) Custodian Fee Schedule Addendum for GNMA Securities Traded through
Participants Trust Company was filed as Exhibit (g)(2) to
Post-Effective Amendment No. 58 of Registrant's Registration Statement
on Form N-1A and is incorporated herein by reference.
C-1
<PAGE>
(g)(3) Amendment to the Custodian Contract was filed as Exhibit 8.2 to
Post-Effective Amendment No. 55 of Registrant's Registration Statement
on Form N-1A and is incorporated herein by reference.
(g)(4) Amendment to Custodian Contract was filed as Exhibit 8.3 to
Post-Effective Amendment No. 57 of Registrant's Registration Statement
on Form N-1A and is incorporated herein by reference.
(h)(1) Agreement and Articles of Merger dated November 25, 1985 was filed as
Exhibit (h)(1) to Post-Effective Amendment No. 58 of Registrant's
Registration Statement on Form N-1A and is incorporated herein by
reference.
(h)(2) State Street Bank and Trust Company Universal Individual Retirement
Account Information Kit was filed as Exhibit 14.1 to Post-Effective
Amendment No. 57 of Registrant's Registration Statement on Form N-1A
and is incorporated herein by reference.
(i)(1) Opinion and Consent of Counsel.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Post-Effective
Amendment to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, State of
California, on the 14th day of February, 2000.
FPA PARAMOUNT FUND, INC.
By: /s/ WILLIAM M. SAMS
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William M. Sams
President
C-2
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ WILLIAM M. SAMS President February 14, 2000
- ----------------------- (Principal Executive
William M. Sams Officer)
/s/ J. RICHARD ATWOOD Treasurer February 14, 2000
- ----------------------- (Principal Financial
J. Richard Atwood Officer and Principal
Accounting Officer)
JULIO J. DE PUZO, JR.* Director February 14, 2000
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Julio J. de Puzo, Jr.
JOHN P. ENDICOTT* Director February 14, 2000
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John P. Endicott
LEONARD MAUTNER* Director February 14, 2000
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Leonard Mautner
JOHN H. RUBEL* Director February 14, 2000
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John H. Rubel
JOHN P. SHELTON* Director February 14, 2000
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John P. Shelton
</TABLE>
*By: /S/ JULIO J. DE PUZO, JR.
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Julio J. de Puzo, Jr.
Attorney-in-Fact pursuant to Power-of-
Attorney included as page C-7 on
Registrant's Post-Effective Amendment
No. 55 to the Registration Statement
which was filed January 31, 1997.
C-3
<PAGE>
EXHIBIT INDEX
EXHIBIT
99(i)(1) Opinion and Consent of Counsel.
All other applicable exhibits are incorporated herein by
reference.
<PAGE>
[LOGO] O'MELVENY & MYERS LLP
CENTURY CITY 400 SOUTH HOPE STREET HONG KONG
LOS ANGELES, CALIFORNIA 90071-2899
NEWPORT BEACH LONDON
NEW YORK TELEPHONE (213) 430-6000 SHANGHAI
SAN FRANCISCO FACSIMILE (213) 430-6407 TOKYO
WASHINGTON, D.C. INTERNET: www.omm.com
February 14, 2000 OUR FILE NUMBER
253,713-999
WRITER'S DIRECT DIAL
213-430-6000
FPA Paramount Fund, Inc.
11400 West Olympic Boulevard
Los Angeles, California 90064
Dear Ladies and Gentlemen:
At your request we have examined your Registration Statement on Form
N-1A and the related Post-Effective Amendment No. 58 filed by you with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of an indefinite number of shares of your
common stock, $0.25 par value per share (the "Shares"). We are familiar with the
proceedings you have taken in connection with the authorization, issuance and
sale of the Shares.
Based upon our examination and upon our knowledge of your
activities, it is our opinion that, provided that an appropriate amendment to
your Articles of Incorporation is duly effected before more than 100,000,000
Shares are issued and outstanding, the Shares upon issuance and sale in the
manner described in the Registration Statement will constitute validly
issued, fully paid and nonassessable Shares of your common stock.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
/s/ O'Melveny & Myers LLP
