As filed with the Securities and Exchange Commission on August 1, 2000
Registration No. 333-32558
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. ___ [X] Post-Effective Amendment No. 1
PAINEWEBBER MASTER SERIES, INC.
(Exact name of registrant as specified in charter)
51 West 52nd Street
New York, New York 10019-6114
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 713-2000
DIANNE E. O'DONNELL, ESQ.
1285 Avenue of the Americas
18th Floor
New York, New York 10019
(Name and address of agent for service)
Copies To:
BENJAMIN J. HASKIN, ESQ.
MARK C. AMOROSI, ESQ.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W., 2nd Floor
Washington, D.C. 20036
Telephone: (202) 778-9000
It is proposed that this filing will become effective immediately upon
filing pursuant to Rule 485(b).
<PAGE>
PAINEWEBBER MASTER SERIES, INC.
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following papers and documents:
o Cover Sheet
o Contents of Registration Statement
o Part A - Prospectus/Proxy Statement*
o Part B - Statement of Additional Information*
o Part C - Other Information
o Signature Page
o Exhibits
* Previously filed in Registrant's Registration Statement on Form N-14, SEC File
No. 333-32558, on March 15, 2000 and incorporated herein by reference.
<PAGE>
PART C. OTHER INFORMATION
-------------------------
ITEM 15. INDEMNIFICATION.
----------------
Article Eleventh of the Articles of Incorporation provides that the
directors and officers of the Registrant shall not be liable to the Registrant
or to any of its stockholders for monetary damages to the maximum extent
permitted by applicable law. Article Eleventh also provides that any repeal or
modification of Article Eleventh or adoption, or modification of any other
provision of the Articles or By-Laws inconsistent with Article Eleventh shall
not adversely affect any limitation of liability of any director or officer of
the Registrant with respect to any act or failure to act which occurred prior to
such repeal, modification or adoption.
Article Eleventh of the Articles of Incorporation and Section 10.01of
Article X of the By-Laws provide that the Registrant shall indemnify and advance
expenses to its present and past directors, officers, employees and agents, and
any persons who are serving or have served at the request of the Registrant as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, or enterprise, to the fullest extent permitted by law.
Section 10.02 of Article X of the By-Laws further provides that the
Registrant may purchase and maintain insurance on behalf of any person who is or
was a director, officer or employee of the Registrant, or is or was serving at
the request of the Registrant as a director, officer or employee of a
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or out of his or her status as such whether or
not the Registrant would have the power to indemnify him or her against such
liability.
Section 9 of the Investment Advisory and Administration Contract
provides that Mitchell Hutchins Asset Management Inc. ("Mitchell Hutchins")
shall not be liable for any error of judgment or mistake of law or for any loss
suffered by Registrant in connection with the matters to which the Contract
relates except for a loss resulting from willful misfeasance, bad faith or gross
negligence of Mitchell Hutchins in the performance of its duties or from its
reckless disregard of its obligations and duties under the Contract. Section 9
further provides that any person, even though also an officer, partner, employee
or agent of Mitchell Hutchins, who may be or become an officer, director,
employee or agent of Registrant shall be deemed, when rendering services to the
Registrant or acting with respect to any business of the Registrant, to be
rendering such service to or acting solely for the Registrant and not as an
officer, partner, employee, or agent or one under the control or direction of
Mitchell Hutchins even though paid by it.
Section 9 of each Distribution Contract provides that the Registrant
will indemnify Mitchell Hutchins and its officers, directors or controlling
persons against all liabilities arising from any alleged untrue statement of
material fact in the Registration Statement or from alleged omission to state in
the Registration Statement a material fact required to be stated in it or
necessary to make the statements in it, in light of the circumstances under
which they were made, not misleading, except insofar as liability arises from
untrue statements or omissions made in reliance upon and in conformity within
formation furnished by Mitchell Hutchins to the Registrant for use in the
Registration Statement; and provided that this indemnity agreement shall not
protect any such persons against liabilities arising by reason of their bad
faith, gross negligence or willful misfeasance; and shall not inure to the
<PAGE>
benefit of any such persons unless a court of competent jurisdiction or
controlling precedent determines that such result is not against public policy
as expressed in the Securities Act of 1933. Section 9 of each Distribution
Contract also provides that Mitchell Hutchins agrees to indemnify, defend and
hold the Registrant, its officers and directors free and harmless of any claims
arising out of any alleged untrue statement or any alleged omission of material
fact contained in information furnished by Mitchell Hutchins for use in the
Registration Statement or arising out of an agreement between Mitchell Hutchins
and any retail dealer, or arising out of supplementary literature or advertising
used by Mitchell Hutchins in connection with each Distribution Contract.
Section 9 of each Exclusive Dealer Agreement contains provisions
similar to Section 9 of each Distribution Contract, with respect to PaineWebber
Incorporated ("PaineWebber").
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be provided 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 public 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 connection with the successful defense of any
action, suit or proceeding or payment pursuant to any insurance policy) is
asserted against the Registrant 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.
<PAGE>
ITEM 16. EXHIBITS.
---------
(1) Restated Articles of Incorporation 1/
-
(2) Restated By-Laws 1/
-
(3) Not applicable
(4) A copy of the form of the Plan of Reorganization and Termination was
filed as a part of he Registration Statement on Form N-14 on March 15,
2000, and is hereby incorporated by reference.
(5) Instruments defining the rights of holders of the
registrant's common stock 2/
-
(6) Investment Advisory and Administration Contract 1/
-
(7) (a) Distribution Contract with respect to Class A shares 1/
-
(b) Distribution Contract with respect to Class B shares 1/
-
(c) Distribution Contract with respect to Class C shares 3/
-
(d) Distribution Contract with respect to Class Y shares 3/
-
(e) Exclusive Dealer Agreement with respect to Class A shares 1/
-
(f) Exclusive Dealer Agreement with respect to Class B shares 1/
-
(g) Exclusive Dealer Agreement with respect to Class C shares 3/
-
(h) Exclusive Dealer Agreement with respect to Class Y shares 3/
-
(8) Bonus, profit sharing of pension plans - none
(9) Custodian Agreement 1/
-
(10) (a) Plan of Distribution pursuant to Rule 12b-1 with respect to
Class A Shares 4/
-
(b) Plan of Distribution pursuant to Rule 12b-1 with respect to
Class B Shares 4/
-
(c) Plan of Distribution pursuant to Rule 12b-1 with respect to
Class C Shares 4/
-
(11) Opinion and Consent of Kirkpatrick & Lockhart LLP regarding the
legality of securities being registered was filed as part of the
Registration Statement on Form N-14 on March 15, 2000, and is hereby
incorporated by reference.
<PAGE>
(12) Opinion and Consent of Kirkpatrick & Lockhart LLP regarding certain tax
matters in connection with PaineWebber Managed Investments Trust and
PaineWebber Master Series, Inc. (filed herewith)
(13) Transfer Agency Agreement 1/
-
(14) (a) Consent of PriceWaterhouseCoopers LLP was filed as an Exhibit
to the Registration Statement on Form N-14 on March 15, 2000,
and is hereby incorporated by reference
(b) Consent of Ernst & Young LLP was filed as an Exhibit to the
Registration Statement on Form N-14 on March 15, 2000, and is
hereby incorporated by reference
(15) Financial statements omitted from prospectus - none
(16) Power of Attorney (included on the signature page of this registration
statement)
(17) (a) Letter of investment intent 1/
-
(b) Plan pursuant to Rule 18f-3 5/
-
(18) Code of Ethics for Registrant, its investment adviser and its principal
distributor 6/
-
-----------------------------
1/ Incorporated by reference from Post-Effective Amendment No. 34 to the
registration statement, SEC File No. 33-2524, file June 29, 1998.
2/ Incorporated by reference from Articles Sixth, Seventh, Eighth,
Eleventh and Twelfth of the Registrant's Restated Articles of
Incorporation and from Articles II, VIII, X, XI and XII of the
Registrant's Restated By-laws.
3/ Incorporated by reference from Post-Effective Amendment No. 28 to the
registration statement, SEC File No. 33-2524, filed July 1, 1996.
4/ Incorporated by reference from Post-Effective Amendment No. 35 to the
registration statement, SEC File No. 33-2524, filed November 23, 1998.
5/ Incorporated by reference from Post-Effective Amendment No. 30 to the
registration statement, SEC File. No. 33-2524, filed September 20,1996.
6/ Incorporated by reference from Post-Effective Amendment No. 29 to the
registration statement of PaineWebber Mutual Fund Trust, SEC File No.
2-98149, filed June 27, 2000.
<PAGE>
Item 17. Undertaking
(1) The undersigned registrant agrees that prior to any public
re-offering of the securities registered through the use of the
prospectus which is a part of this Registration Statement by any person
or party who is deemed to be an underwriter with the meaning of Rule
145(c) of the Securities Act of 1933, the re-offering prospectus will
contain the information called for by the applicable registration form
for re-offering by persons who may be deemed underwriters, in addition
to the information called for 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
Securities Act of 1933, 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this amendment to
the registration statement on Form N-14 of PaineWebber Master Series, Inc. has
been signed on behalf of the registrant in the City of New York and State of New
York, on the 1st day of August, 2000.
PAINEWEBBER MASTER SERIES, INC.
By: /s/ Dianne E. O'Donnell
----------------------------------
Dianne E. O'Donnell
Vice President and Secretary
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Margo N. Alexander President and Director August 1, 2000
--------------------------- (Chief Executive Officer)
Margo N. Alexander*
/s/ E. Garrett Bewkes, Jr. Director and Chairman August 1, 2000
----------------------------- of the Board of Trustees
E. Garrett Bewkes, Jr.*
/s/ Richard Q. Armstrong Director August 1, 2000
---------------------------
Richard Q. Armstrong*
/s/ Richard R. Burt Director August 1, 2000
---------------------------
Richard R. Burt*
/s/ Mary C. Farrell Director August 1, 2000
---------------------------
Mary C. Farrell*
/s/ Meyer Feldberg Director August 1, 2000
---------------------------
Meyer Feldberg*
/s/ George W. Gowen Director August 1, 2000
---------------------------
George W. Gowen*
/s/ Frederic V. Malek Director August 1, 2000
---------------------------
Frederic V. Malek*
/s/ Carl W. Schafer Director August 1, 2000
---------------------------
Carl W. Schafer*
/s/ Brian M. Storms Director August 1, 2000
---------------------------
Brian M. Storms*
/s/ Paul H. Schubert Vice President and Treasurer (Chief August 1, 2000
--------------------------- Financial and Accounting Officer)
Paul H. Schubert*
</TABLE>
*Signature affixed by Elinor W. Gammon pursuant to powers of attorney dated
March 10, 2000 and incorporated by reference from the Registration Statement on
Form N-14 of the registrant, SEC File No. 333-32558, filed March 15, 2000.
<PAGE>
PAINEWEBBER MASTER SERIES, INC.
EXHIBIT INDEX
(12) Opinion and Consent of Kirkpatrick & Lockhart LLP regarding certain tax
matters in connection with PaineWebber Managed Investments Trust and
PaineWebber Master Series, Inc. (filed herewith)
