As filed with the Securities and Exchange Commission
on October 9, 1998
Registration No. 333-46725
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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.
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration
Statement of Nations Fund, Inc. (the "Company") filed on February 23, 1998
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 Emerald 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.
<PAGE>
Nations Fund, Inc.
File No. 333-46725
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 Emerald Funds'
U.S. Government Securities Fund, Prime Fund,
Small Capitalization Fund and Treasury Fund.
12(b) Opinion and Consent of Morrison & Foerster
LLP supporting the tax matters and
consequences to shareholders as to the
Acquisition of The Emerald Funds'
International Equity Fund.
<PAGE>
[MORRISON & FOERSTER LLP LETTERHEAD]
May 15, 1998
Nations Fund, Inc.
Secretary
c/o Stephens Inc.
111 Center Street
Little Rock, AK 72201
Emerald Funds
3435 Stelzer Road
Columbus, Ohio 43219
Re: Reorganization of the Nations Government Securities Fund, Nations
Prime Fund, Nations Small Company Growth Fund and Nations
Treasury Fund, and the Emerald U.S. Government Securities
Fund, Emerald Prime Fund, Emerald Small Capitalization
Fund and Emerald Treasury Fund
Ladies and Gentlemen:
We have acted as special counsel to Nations Fund, Inc., a Maryland
corporation ("Nations Fund"), in connection with that certain Agreement and Plan
of Reorganization, dated March 25, 1998 (the "Agreement"), by and between
Nations Fund and Emerald Emerald Funds, a Massachusetts business trust ("Emerald
Funds"). Pursuant to the Agreement, the Government Securities Fund, Nations
Prime Fund, Nations Small Company Growth Fund and Nations Treasury Fund (each,
an "Acquiring Fund," and collectively, the "Acquiring Funds"), each a separate
portfolio of Nations Fund, shall acquire all of the Fund Assets and assume the
Liabilities of the Emerald U.S. Government Securities Fund, Emerald Prime Fund,
Emerald Small Capitalization Fund and Emerald Treasury Fund (each, an "Acquired
Fund," and collectively, the "Acquired Funds"), respectively, each a separate
portfolio of Emerald Funds.
The Reorganizations are described in the Combined Proxy
Statement/Prospectus (the "Proxy/Prospectus") of Nations Fund and Emerald Funds,
and the appendices thereto, as filed on Registration Statement Form N-14 with
the Securities and Exchange Commission ("SEC") on February 23, 1998 (File no.
333-46725), and as amended from time to time through the date hereof. Unless
otherwise indicated, capitalized terms not defined herein shall have the
meanings ascribed to them (or defined by reference) in the Agreement or in the
certificates delivered to us by Nations Fund, for itself and on behalf of each
Acquiring Fund, and by Emerald Funds, for itself and on behalf of each Acquired
Fund (together, the "Certificates of Representations").
In our capacity as counsel to Nations Fund and for purposes of
rendering this opinion, we have examined and relied upon the Agreement, the
Certificates of Representations, the Proxy/Prospectus, and such other documents
as we considered relevant to our analysis. We have assumed that all parties to
the Agreement have acted and will act in accordance with its terms, and that the
Reorganizations will be consummated pursuant to the terms and conditions set
forth therein. Furthermore, we have assumed that all representations contained
in the Agreement, as well as those representations contained in the Certificates
of Representations, are true and complete in all material respects. We have not
independently verified such representations.
<PAGE>
Nations Fund, Inc.
The Emerald Funds
May 15, 1998
Page Two
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"), the 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 Agreement or as to any transactions
whatsoever, including the Reorganizations, if all the transactions described in
the Agreement are not consummated in accordance with the terms of such Agreement
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.
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 the 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 and liabilities 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 and assumption of liabilities 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.
<PAGE>
Nations Fund, Inc.
The Emerald Funds
May 15, 1998
Page 3
(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.
(10) 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>
[MORRISON & FOERSTER LLP LETTERHEAD]
May 22, 1998
Nations Fund, Inc.
Corporate Secretary
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
Emerald Funds
3435 Stelzer Road
Columbus, Ohio 43219
Re: Reorganization of the Nations International Value Equity Fund
and the Emerald International Equity Fund
Ladies and Gentlemen:
We have acted as special counsel to Nations Fund, Inc., a Maryland
corporation ("Nations Fund"), in connection with that certain Agreement and Plan
of Reorganization, dated March 25, 1998 (the "Agreement"), by and between
Nations Fund and Emerald Funds, a Massachusetts business trust ("Emerald
Funds"). Pursuant to the Agreement, the Nations International Value Equity Fund
(the "Acquiring Fund"), a separate portfolio of Nations Fund, shall acquire all
of the Fund Assets and assume the Liabilities of the Emerald International
Equity Fund (the "Acquired Fund"), a portfolio of Emerald Funds (the
"Reorganization").
The Reorganization is described in the Combined Proxy
Statement/Prospectus (the "Proxy/Prospectus") of Nations Fund and Emerald Funds,
and the appendices thereto, as filed on Registration Statement Form N-14 with
the Securities and Exchange Commission ("SEC") on February 23, 1998 (File no.
333-46725), as amended from time to time through the date hereof. Unless
otherwise indicated, capitalized terms not defined herein shall have the
meanings ascribed to them (or defined by reference) in the Agreement or in the
certificates delivered to us by Nations Fund, for itself and on behalf of the
Acquiring Fund, and by Emerald Funds, for itself and on behalf of the Acquired
Fund (together, the "Certificates of Representations").
You have requested our opinion as to certain federal income tax
consequences regarding the Reorganization. This opinion is solely for the
benefit of the Acquiring Fund, the Acquired Fund and their respective
shareholders, and may not be relied upon by, nor may copies be delivered to, any
other person without our prior written consent.
In our capacity as counsel to Nations Fund and for purposes of
rendering this opinion, we have examined and relied upon, with your consent: (i)
the Agreement, (ii) the Certificates of Representations, (iii) the
Proxy/Prospectus, and (iv) such other documents we considered relevant to our
analysis. We have assumed that all parties to the Agreement and to any other
documents examined by us have acted, and will act, in accordance with the terms
of the Agreement and such other documents without waiver of material terms or
conditions set forth therein.
<PAGE>
Nations Fund, Inc.
The Emerald Funds
May 22, 1998
Page Two
In our examination of documents, we have assumed the authenticity of
original documents, the accuracy of copies, the genuineness of signatures, and
the legal capacity of signatories. Furthermore, we have assumed that all
representations in the Agreement and the Certificates of Representations are
true and complete in all material respects, and that the Acquiring Fund and the
Acquired Fund have been and will be operated and maintained consistently with
such representations. We have not independently verified such representations.
While we have reviewed such representations to ensure that they appear
reasonable, we have no assurance that these expectations will ultimately prove
to be accurate. We also note that the tax consequences addressed herein may
depend upon the actual occurrence of events in the future, which events may or
may not be consistent with such representations. To the extent the facts differ
from those relied on and assumed herein, our opinion should not be relied upon.
Our opinion below is based on existing law as contained in the Code and
the Treasury Regulations, administrative pronouncements of the Internal Revenue
Service ("IRS"), and court decisions as of the date hereof. The provisions of
the Code and the Treasury Regulations, IRS administrative pronouncements and
caselaw upon which this opinion is based could be changed at any time, perhaps
with retroactive effect. We undertake no obligation to update this opinion or to
ascertain after the date hereof whether circumstances occurring after such date
may affect the conclusions set forth 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.
Hence, there can be no assurance that the IRS will not challenge or that the
courts will agree with our conclusions.
Our opinion relates solely to the tax consequences of the
Reorganization 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 Reorganization 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 Reorganization or
any other transaction (including any transaction undertaken in connection with
the Reorganization).
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
Reorganization as described in the Agreement or as to any transactions
whatsoever, including the Reorganization, if all the transactions described in
the Agreement are not consummated in accordance with the terms of such Agreement
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.
On the basis of, and subject to the foregoing, and in reliance upon the
representations described above, we are of the opinion that:
(1) The Reorganization will constitute a "reorganization" within the
meaning of Section 368(a) of the Code, and the Acquiring Fund and the 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 the Acquired Fund upon the
transfer of its assets and liabilities to the Acquiring Fund solely in exchange
for the Acquiring Fund Shares.
(3) No gain or loss will be recognized by the Acquiring Fund upon the
receipt of the assets and assumption of liabilities of the Acquired Fund solely
in exchange for the Acquiring Fund Shares.
<PAGE>
Nations Fund, Inc.
The Emerald Funds
May 22, 1998
Page Three
(4) The basis of the Acquired Fund's assets received by the 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 the Acquired Fund's assets in the hands of
the 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 the 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 the
Acquired Fund upon their receipt of the Acquiring Fund Shares in exchange for
such shareholders' Acquired Fund Shares.
(8) The basis of the Acquiring Fund Shares received by the
shareholders of the 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.
(10) The Acquiring Fund will succeed to and take into account the tax
attributes described in Section 381(c) of the Code of the 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 8th day of October, 1998.
NATIONS FUND, INC.
By: *
A. Max Walker
President and Chairman of the Board
of Directors
By: /s/ Richard H. Blank, Jr.
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 October 8, 1998
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(A. Max Walker) of Directors (Principal Executive
Officer)
* Treasurer and Vice President October 8, 1998
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(Richard H. Rose) (Principal Financial and Accounting
Officer)
* Director October 8, 1998
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(Edmund L. Benson, III)
* Director October 8, 1998
(James Ermer)
* Director October 8, 1998
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(William H. Grigg)
* Director October 8, 1998
----------------------------------
(Thomas F. Keller)
* Director October 8, 1998
(Carl E. Mundy, Jr.)
* Director October 8, 1998
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(Charles B. Walker)
* Director October 8, 1998
----------------------------------
(Thomas S. Word, Jr.)
* Director
(James B. Sommers) October 8, 1998
/s/ Richard H. Blank, Jr.
Richard H. Blank, Jr.
*Attorney-In-Fact
</TABLE>
