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As filed with the Securities and Exchange Commission on December 1, 1995.
Registration No. 33-99010
________________________________________________________________________________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 Area Code and
in Charter Telephone Number:
PRINCIPAL PRESERVATION PORTFOLIOS, INC. (414) 334-5521
Address of Principal Executive Offices (Number, Street, City, State, Zip Code):
215 NORTH MAIN STREET
WEST BEND, WISCONSIN 53095
Name and Address of Agent for Services: With a copy to:
ROBERT J. TUSZYNSKI CONRAD G. GOODKIND
VICE PRESIDENT QUARLES & BRADY
PRINCIPAL PRESERVATION PORTFOLIOS, INC. 411 EAST WISCONSIN AVENUE
215 NORTH MAIN STREET MILWAUKEE, WISCONSIN 53202
WEST BEND, WISCONSIN 53095
Approximate Date of Proposed Public Offering: As soon as practicable
after this Registration Statement becomes effective.
The Registrant requests acceleration of effectiveness of this filing so
that it will become effective on December 4, 1995, or as soon thereafter as
practical.
________________________________________________________________________________
________________________________________________________________________________
The Registrant has previously filed a declaration registering an
indefinite number of its shares of beneficial interest pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended. Accordingly, no filing
fee is payable herewith. The Registrant filed the notice required by Rule
24f-2 for its most recent fiscal year ended December 31, 1994, on February 15,
1995.
________________________________________________________________________________
________________________________________________________________________________
Page 1 of ___ pages.
The Exhibit Index is located at page ___ of the sequential numbering system.
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PRINCIPAL PRESERVATION PORTFOLIOS, INC.
CROSS REFERENCE SHEET
(Pursuant to Rule 481(a) showing the location in the Prospectus and the
Statement of Additional Information of the responses to the Items of Parts A
and B of Form N-14.)
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Caption or Subheading in Prospectus
Item No. on Form N-14 or Statement of Additional Information
- --------------------- --------------------------------------
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PART A - INFORMATION REQUIRED IN THE PROSPECTUS
1. Beginning of Registration Statement and Outside Cover Page
Front Cover Page of Prospectus
2. Beginning and Outside Back Cover Page of Table of Contents
Prospectus
3. Fee Table, Synopsis Information and Risk Pro Forma Expense Information; Summary;
Factors Risk Factors
4. Information About the Transaction The Proposed Reorganization; Appendix A
5. Information About the Registrant Summary; The Proposed Reorganization
6. Information About the Company Being Acquired Information About Cash Reserve; Miscellaneous
7. Voting Information Introduction and Voting Information
8. Interests of Certain Persons and Experts Introduction and Voting Information; Miscellaneous
9. Additional Information Required for Reoffering Not Applicable
by Persons Deemed to be Underwriters
PART B - INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. Additional Information About the Registrant General Information and Background
13. Additional Information About the Company Incorporated by Reference
Being Acquired
14. Financial Statements Financial Statements
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PART A - INFORMATION REQUIRED IN THE PROSPECTUS
In response to Part A of Form N-14 (Item 1 through Item 9), the
Registrant hereby incorporates by reference the Notice of Special Meeting of
Shareholders of Prospect Hill Prime Money Market Fund, the Proxy
Statement/Prospectus, and the Form of Proxy included in its Registration
Statement on Form N-14 (Registration No. 33-99010), as originally filed with
the Securities and Exchange Commission on November 3, 1995.
PART B - INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
In partial response to Part B of Form N-14 (Item 10 through Item 14),
the Registrant hereby incorporates by reference the Statement of Additional
Information included in its Registration Statement on Form N-14 (Registration
No. 33-99010), as originally filed with the Securities and Exchange Commission
on November 3, 1995. In further response to Item 14, the Registrant adds the
following subsection under the section of said Statement of Additional
Information captioned "Historical and Pro Forma Financial Statements."
HISTORICAL FINANCIAL STATEMENTS OF CASH RESERVE PORTFOLIO
The following financial statements and footnotes thereto of
the Cash Reserve Portfolio ("Cash Reserve") and of the Hub, together
with, in the case of year-end financial statements, the Reports of the
Independent Accountants thereon, are incorporated herein by reference
from Cash Reserve Portfolio's 1994 Annual Report to Shareholders and
its Semi-Annual Report to Shareholders dated June 30, 1995.
1. Financial Highlights for Cash Reserve for the period
from April 5, 1993 (commencement of operations)
through December 31, 1993 (audited), for the year
ended December 31, 1994 (audited), and for the six-
month period ended June 30, 1995 (unaudited).
2. Statements of Assets and Liabilities for each of Cash
Reserve and the Hub as of December 31, 1994 (audited)
and as of June 30, 1995 (unaudited).
3. Statements of operations for each of Cash Reserve and
the Hub for the year ended December 31, 1994
(audited) and for the six-month period ended June 30,
1995 (unaudited).
4. Statements of Changes in Net Assets for each of Cash
Reserve and the Hub for the period from April 5, 1993
(commencement of operations) through December 31,
1993 (audited), for the year ended December 31, 1994
(audited), and for the six-month period ended June
30, 1995 (unaudited).
5. Schedule of Investments of the Hub as of December 31,
1994 (audited) and as of June 30, 1995 (unaudited).
6. Notes to Financial Statements.
Copies of Cash Reserve's 1994 Annual Report to Shareholders and its
Semi-Annual Report to Shareholders dated June 30, 1995 may be obtained
free of charge from Ziegler upon request.
PART C - OTHER INFORMATION
In response to Part C of Form N-14, the Registrant hereby incorporates
by reference the Part C - Other Information included in its Registration
Statement on Form N-14 (Registration No. 33-99010), as originally filed with
the Securities and Exchange Commission on November 3, 1995.
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SIGNATURES
As required by the Securities Act of 1933, this Amendment to the
Registration Statement has been signed on behalf of the Registrant, in the City
of West Bend, in the State of Wisconsin, on the 30th day of November, 1995.
PRINCIPAL PRESERVATION PORTFOLIOS, INC.
By: /s/ R. D. Ziegler
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R. D. Ziegler, President and Chief Executive Officer
As required by the Securities Act of 1933, this Amendment to the
Registration Statement has been signed on the 30th day of November, 1995 by the
following persons in the capacities indicated.
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SIGNATURE TITLE
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/s/ R. D. Ziegler Director and President (Chief Executive Officer)
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R. D. Ziegler
/s/ Robert J. Tuszynski Director and Vice President (Chief Financial Officer)
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Robert J. Tuszynski
/s/ Jay Ferrara Treasurer (Chief Accounting Officer)
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Jay Ferrara
Richard H. Aster* Director
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Richard H. Aster
Director
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August J. English
Stephen A. Roell* Director
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Stephen A. Roell
*By: /s/ Robert J. Tuszynski
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Robert J. Tuszynski, pursuant to
power of attorney included on Signature
Page of Registration Statement as
originally filed on November 3, 1995
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Exhibit 14.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Proxy
Statement/Prospectus and Statement of Additional Information constituting parts
of this Registration Statement on Form N-14 (the "Registration Statement") of:
(a) our report dated February 17, 1995, relating to the financial statements
and financial highlights of Prospect Hill Prime Money Market Fund (the
"Institutional Fund") (a separate series of Prospect Hill Trust) appearing in
the Institutional Fund's December 31, 1994 Annual Report to Shareholders; (b)
our report dated February 17, 1995, relating to the financial statements and
financial highlights of Cash Reserve Portfolio (the "Retail Fund") (a separate
series of Principal Preservation Portfolios, Inc.) appearing in the Retail
Fund's December 31, 1994 Annual Report to Shareholders; and (c) our report,
dated February 17, 1995, relating to the financial statements of The Prime
Money Market Portfolio (the "Hub Fund") (a separate series of The Prime
Portfolios) appearing in both the Institutional Fund's December 31, 1994
Annual Report to Shareholders and the Retail Fund's December 31, 1994 Annual
Report to Shareholders.
PRICE WATERHOUSE, LLP
Milwaukee, Wisconsin
November 30, 1995
