As filed with the Securities and Exchange Commission
on September 30, 1997
Registration No. 333-22103
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Post-Effective Amendment No. 1 [X]
(Check appropriate box or boxes)
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NATIONS FUND, INC.
(Exact Name of Registrant as specified in Charter)
111 Center Street
Little Rock, Arkansas 72201
(Address of Principal Executive Offices, including Zip Code)
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Registrant's Telephone Number, including Area Code: (800) 321-7854
Richard H. Blank, Jr.
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
(Name and Address of Agent for Service)
With copies to:
Robert M. Kurucza, Esq. Carl Frischling, Esq.
Marco E. Adelfio, Esq. Kramer, Levin, Naftalis
Morrison & Foerster LLP & Frankel
2000 Pennsylvania Ave., N.W. 919 3rd Avenue
Suite 5500 New York, New York 10022
Washington, D.C. 20006
It is proposed that this filing will become effective (check appropriate box):
[X] Immediately upon filing pursuant [ ] on (date), pursuant
to Rule 485(b), or to Rule 485(b), or
[ ] 60 days after filing pursuant [ ] on (date) pursuant
to Rule 485(a), or to Rule 485(a).
[ ] 75 days after filing pursuant to [ ] on (date) pursuant to
paragraph (a)(2) 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.
No filing fee is required under the Securities Act of 1933 because an indefinite
number of shares of beneficial interest in the Registrant, without par value,
has previously been registered pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended. The Registrant filed on May 20, 1997, the
notice required by Rule 24f-2 for its fiscal period ended March 31, 1997.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement of
Nations Fund, Inc. (the "Company") filed on March 22, 1997 on Form N-14 under
the Securities Act of 1933 (the "Registration Statement") hereby incorporates by
reference all the information set forth in Parts A, B and C of the Registration
Statement. This Amendment is being filed to amend the Registration Statement to
include opinions of counsel supporting the tax consequences of the
reorganization of certain of the portfolios of The Pilot Funds into
corresponding funds of the Company. The opinions of counsel are filed herewith
pursuant to an undertaking made by the Company in its Registration Statement.
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Nations Fund, Inc.
File No. 333-22103
Exhibit Index
The following exhibits are filed herewith as part of this Amendment No. 1 to the
Registration Statement.
Exhibit
Number Description
12(a) Opinion and Consent of Morrison & Foerster LLP
supporting the tax matters and consequences to
shareholders as to the Acquisition of The Pilot
Funds' Short-Term U.S. Treasury Fund, Short-Term
Diversified Assets Fund and Equity Income Fund, by
Nations Fund Inc.'s Treasury Fund, Prime Fund and
Equity Income Fund.
12(b) Opinion and Consent of Morrison & Foerster LLP
supporting the tax matters and consequences to
shareholders as to the Acquisition of The Pilot
Funds' U.S. Government Securities Fund, International
Equity Fund, and Small Capitalization Equity Fund, by
Nations Fund Inc.'s U.S. Government Bond Fund,
International Growth Fund and Small Company Growth
Fund.
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[MORRISON & FOERSTER LLP LETTERHEAD]
May 16, 1997
Nations Treasury Fund
Nations Prime Fund
Nations Equity Income Fund
Nations Fund, Inc.
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
Pilot Short-Term U.S. Treasury Fund
Pilot Short-Term Diversified Assets Fund
Pilot Equity Income Fund
The Pilot Funds
3435 Stelzer Road
Columbus, Ohio 43219
Ladies and Gentlemen:
We have acted as counsel to Nations Fund, Inc. (the "Company"), a
Maryland corporation, in connection with the proposed acquisition by the Nations
Treasury Fund, Nations Prime Fund and Nations Equity Income Fund (individually,
an "Acquiring Fund"), respectively, each a separate portfolio of the Company, of
substantially all of the assets and the assumption of all of the Stated
Liabilities of the Pilot Short-Term U.S. Treasury Fund, Pilot Short-Term
Diversified Assets Fund and Pilot Equity Income Fund (individually, an "Acquired
Fund"), respectively, each a separate portfolio of The Pilot Funds (the "Pilot
Funds"), a Massachusetts business trust, solely in exchange for voting shares of
the Acquiring Fund which shall thereafter be distributed to the shareholders of
the corresponding Acquired Fund pursuant to an Agreement and Plan of
Reorganization by and between the Company and the Pilot Funds, dated as of March
22, 1997 (the "Plan"). Any capitalized terms used and not defined herein shall
have the meanings ascribed to them in the Plan.
At your request, we are rendering our opinion as set forth herein
with respect to the material federal income tax consequences of the
Reorganizations. For purposes of this opinion, we have relied with your consent
on, and this opinion is expressly conditioned upon, the accuracy and
completeness of the statements and representations (which statements and
<PAGE>
Nations Fund, Inc.
The Pilot Funds
May 16, 1997
Page 2
representations we have neither investigated nor verified), incorporated herein
by reference, contained in the certificates of the Company for itself and on
behalf of each Acquiring Fund and the Pilot Funds for itself and on behalf of
each Acquired Fund, and have assumed that such certificates are accurate and
complete as of the date hereof. We have also relied upon the accuracy of the
Registration Statement on Form N-14 and the Combined Prospectus/Proxy Statement
(the "Prospectus") of the Company and the Pilot Funds filed with the Securities
and Exchange Commission on February 20, 1997 in connection with the
Reorganizations.
We have also assumed that the transactions contemplated by the
Plan and described in the Prospectus will be consummated in accordance therewith
and that, as described in the Plan, prior to the Closing Date, each Acquired
Fund will dispose of any investments--to the extent practicable--the ownership
of which would violate stated investment objectives, policies or certain
percentage limitations of the corresponding Acquiring Fund.
Based upon and subject to the foregoing, it is our opinion that,
under currently applicable law, each Reorganization will constitute a
"reorganization" within the meaning of Section 368(a) of the Internal Revenue
Code of 1986, as amended (the "Code"), that each Acquiring Fund and the
corresponding Acquired Fund will each be a "party to a reorganization" within
the meaning of Section 368(b) of the Code, and that, accordingly, the following
will be the material federal income tax consequences of each Reorganization:
(1) No gain or loss will be recognized by an Acquired Fund upon
the transfer of its assets to the corresponding Acquiring
Fund solely in exchange for the Acquiring Fund Shares or
the assumption of the Stated Liabilities of the Acquired
Fund by the Acquiring Fund.
(2) No gain or loss will be recognized by an Acquiring Fund
upon the following: (i) its receipt of assets from the
corresponding Acquired Fund solely in exchange for the
Acquiring Fund Shares; (ii) the Acquiring Fund's assumption
of the Acquired Fund's Stated Liabilities; and (iii) the
constructive or actual distribution by the Acquired Fund of
the Acquiring Fund Shares to the Acquired Fund shareholders
in exchange for their shares of the Acquired Fund.
(3) The aggregate federal income tax basis of an Acquired
Fund's assets received by the corresponding Acquiring Fund
pursuant to the Reorganization will be the same as the
aggregate federal income tax basis of those assets in the
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Nations Fund, Inc.
The Pilot Funds
May 16, 1997
Page 3
hands of the Acquired Fund immediately prior to the
Reorganization.
(4) The holding period of an Acquired Fund's assets received by
the corresponding Acquiring Fund pursuant to the
Reorganization will include the period for which such
assets have been held by the Acquired Fund.
(5) No gain or loss will be recognized by an Acquired Fund on
the distribution to its shareholders of the Acquiring Fund
Shares to be received by the Acquired Fund in the
Reorganization.
(6) No gain or loss will be recognized by the shareholders of
an Acquired Fund upon their receipt of the Acquiring Fund
Shares in exchange for such shareholders' shares of the
Acquired Fund.
(7) The federal income tax basis of the Acquiring Fund Shares
received by the shareholders of the corresponding Acquired
Fund will be the same as the federal income tax basis of
the Acquired Fund shares exchanged by such shareholders
pursuant to the Reorganization.
(8) The holding period for the Acquiring Fund Shares for which
shares of the corresponding Acquired Fund are exchanged
pursuant to the Reorganization will include the period that
the Acquired Fund shares have been held by the holder,
provided that the Acquired Fund shares have been held as a
capital asset by the holder.
(9) An Acquiring Fund will succeed to and take into account the
tax attributes described in Section 381(c) of the Code of
the corresponding Acquired Fund as of the Closing Date,
subject to the conditions and limitations specified in the
Code.
This opinion may not be applicable to certain classes of Acquired
Fund shareholders, including securities dealers, foreign persons and persons who
acquired their stock pursuant to the exercise of employee stock options or
rights or otherwise as compensation.
This opinion is based upon existing law and currently applicable
Treasury regulations promulgated under the Code, published administrative
positions of the Internal Revenue Service contained in revenue rulings and
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Nations Fund, Inc.
The Pilot Funds
May 16, 1997
Page 4
revenue procedures currently in effect, and judicial decisions, all of which are
subject to change either prospectively or retroactively. There can be no
assurance that changes in the law will not take place which could affect the
opinions expressed herein or that contrary positions may not be taken by the
Internal Revenue Service.
Very truly yours,
/s/ Morrison & Foerster LLP
Morrison & Foerster LLP
<PAGE>
[MORRISON & FOERSTER LLP LETTERHEAD]
May 23, 1997
Nations U.S. Government Bond Fund
Nations International Growth Fund
Nations Small Company Growth Fund
Nations Fund, Inc.
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
Pilot U.S. Government Securities Fund
Pilot International Equity Fund
Pilot Small Capitalization Equity Fund
The Pilot Funds
3435 Stelzer Road
Columbus, Ohio 43219
Ladies and Gentlemen:
This opinion is being delivered to you in connection with the
acquisitions (each, a "Reorganization") by the Nations U.S. Government Bond
Fund, Nations International Growth Fund, and Nations Small Company Growth Fund,
respectively (individually, an "Acquiring Fund"), each a separate portfolio of
Nations Fund, Inc. (the "Company"), of substantially all of the assets of the
Pilot U.S. Government Securities Fund, Pilot International Equity Fund, and
Pilot Small Capitalization Equity Fund, respectively (individually, an "Acquired
Fund"), each a separate portfolio of The Pilot Funds, a Massachusetts business
trust (the "Pilot Funds"). The Reorganizations are described in the Registration
Statement on Form N-14 of the Company, including the Combined Proxy
Statement/Prospectus, and the appendices thereto, filed with the Securities and
Exchange Commission on February 20, 1997 (the "Registration Statement"). Unless
otherwise indicated, capitalized terms used and not defined herein shall have
the meanings ascribed to them in the Plan or in the certificates delivered to us
by the Company, for itself and on behalf of each Acquiring Fund, and by Pilot
Funds, for itself and on behalf of each Acquired Fund (the "Certificates of
Representations").
In our capacity as counsel to the Company with respect to the
Reorganizations, and for purposes of rendering this opinion, we have examined
and relied upon the Plan, the Certificates of Representations, the Registration
Statement, and such other documents as we considered relevant to our analysis.
We have assumed that all parties to the Plan have acted, and will act, in
<PAGE>
Nations Fund, Inc.
The Pilot Funds
May 23, 1997
Page 2
accordance with the terms of the Plan and that the Reorganizations will be
consummated pursuant to the terms and conditions set forth in the Plan. Further,
we have assumed that all representations contained in the Plan, as well as those
representations contained in the Certificates of Representations are, and at
Closing Date will be, true and complete in all material respects. We have not
attempted to verify independently such representations, but in the course of our
representation nothing has come to our attention which would cause us to
question the accuracy thereof. We have also assumed that prior to the Closing
Date, to the extent practicable, each Acquired Fund will dispose of any
investments the ownership of which would violate the stated investment
objectives, policies or certain percentage limitations of the corresponding
Acquiring Fund.
The conclusions expressed herein represent our judgment of the proper
treatment of certain aspects of the Reorganizations under the income tax laws of
the United States based upon the Internal Revenue Code of 1986, as amended (the
"Code"), Treasury Regulations, rulings and other pronouncements of the Internal
Revenue Service (the "IRS") currently in effect, and judicial decisions, all of
which are subject to change, prospectively or retroactively. No assurance can be
given that such changes will not take place, or that such changes would not
affect the conclusions expressed herein. Furthermore, our opinion represents
only our best judgment of how a court would conclude if presented with the
issues addressed herein and is not binding upon either the IRS or any court.
Thus, no assurance can be given that a position taken in reliance on our opinion
will not be challenged by the IRS or rejected by a court.
Our opinion relates solely to the tax consequences of the
Reorganizations under the federal income tax laws of the United States, and we
express no opinion (and no opinion should be inferred) regarding the tax
consequences of the Reorganizations under the laws of any other jurisdiction.
This opinion addresses only the specific issues set forth below, and does not
address any other tax consequences that may result from the Reorganizations or
any other transaction (including any transaction undertaken in connection with
the Reorganizations).
This opinion may not be applicable to certain classes of Acquired Fund
shareholders, including securities dealers, foreign persons and persons who
acquired their stock pursuant to the exercise of employee stock options or
rights or otherwise as compensation.
No opinion is expressed as to any transactions other than the
Reorganizations as described in the Plan or as to any transactions whatsoever,
including the Reorganizations, if all the transactions described in the Plan are
not consummated in accordance with the terms of such Plan and without waiver or
breach of any material provision thereof, or if all of the representations,
warranties, statements and assumptions upon which we relied are not true and
accurate at all relevant times. In the event any one of the statements,
representations, warranties or assumptions upon which we have relied to issue
this opinion is incorrect, our opinion might be adversely affected and may not
be relied upon.
<PAGE>
Nations Fund, Inc.
The Pilot Funds
May 23, 1997
Page 3
On the basis of, and subject to the foregoing, and in reliance upon the
representations described above, we are of the opinion that:
(1) Each Reorganization will constitute a "reorganization" within the
meaning of Section 368(a) of Code, and each Acquiring Fund and the corresponding
Acquired Fund will each be a "party to a reorganization" within the meaning of
Section 368(b) of the Code.
(2) No gain or loss will be recognized by an Acquired Fund upon the
transfer of its assets to the corresponding Acquiring Fund solely in exchange
for the Acquiring Fund Shares.
(3) No gain or loss will be recognized by an Acquiring Fund upon the
receipt of the assets of the corresponding Acquired Fund solely in exchange for
the Acquiring Fund Shares.
(4) The basis of an Acquired Fund's assets received by the
corresponding Acquiring Fund pursuant to the Reorganization will be the same as
the basis of those assets in the hands of the Acquired Fund immediately prior to
the Reorganization.
(5) The holding period of an Acquired Fund's assets in the hands of the
corresponding Acquiring Fund will include the period for which such assets have
been held by the Acquired Fund.
(6) No gain or loss will be recognized by an Acquired Fund on the
distribution to its shareholders of the Acquiring Fund Shares to be received by
the Acquired Fund in the Reorganization.
(7) No gain or loss will be recognized by the shareholders of an
Acquired Fund upon their receipt of the corresponding Acquiring Fund Shares in
exchange for such shareholders' shares of the Acquired Fund.
(8) The basis of the Acquiring Fund Shares received by the shareholders
of the corresponding Acquired Fund will be the same as the basis of the Acquired
Fund shares surrendered by such shareholders pursuant to the Reorganization.
(9) The holding period for the Acquiring Fund Shares received by the
Acquired Fund shareholders will include the period during which such
shareholders held the Acquired Fund shares surrendered therefor, provided that
such Acquired Fund shares are held as a capital asset in the hands of the
Acquired Fund shareholders on the date of the exchange.
<PAGE>
Nations Fund, Inc.
The Pilot Funds
May 23, 1997
Page 4
Each Acquiring Fund will succeed to and take into account the tax
attributes described in Section 381(c) of the Code of the corresponding Acquired
Fund as of the Closing Date, subject to the conditions and limitations specified
in the Code.
Very truly yours,
/s/ Morrison & Foerster LLP
Morrison & Foerster LLP
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Registrant
certifies that it meets all of the requirements for effectiveness of this
Post-Effective Amendment No. 1 to the Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Little Rock, State of Arkansas on the
30th day of September, 1997.
NATIONS FUND, INC.
By: *
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A. Max Walker
President and Chairman of the Board
of Directors
By: /s/ Richard H. Blank, Jr.
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Richard H. Blank, Jr.
*Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement on Form N-14 has been
signed below by the following persons in the capacities and on the date
indicated:
<TABLE>
<S> <C> <C>
SIGNATURES TITLE DATE
* President and Chairman of the Board September 30, 1997
---------------------------------- of Directors (Principal Executive
(A. Max Walker) Officer)
* Treasurer and Vice President September 30, 1997
---------------------------------- (Principal Financial and Accounting
(Richard H. Rose) Officer)
* Director September 30, 1997
----------------------------------
(Edmund L. Benson, III)
* Director September 30, 1997
- ----------------------------------
(James Ermer)
* Director September 30, 1997
----------------------------------
(William H. Grigg)
* Director September 30, 1997
------------------------------------
(Thomas F. Keller)
* Director September 30, 1997
- ----------------------------------
(Carl E. Mundy, Jr.)
* Director September 30, 1997
----------------------------------
(Charles B. Walker)
* Director September 30, 1997
----------------------------------
(Thomas S. Word, Jr.)
Director
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(James B. Sommers)
/s/ Richard H. Blank, Jr.
- ----------------------------------
Richard H. Blank, Jr.
*Attorney-In-Fact
</TABLE>
