FILE NOS. 333-83259
811-4651
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
Pre-Effective Amendment No. ____ / /
Post-Effective Amendment No. 1 /X/
(Check appropriate box or boxes)
JOHN HANCOCK STRATEGIC SERIES
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
101 HUNTINGTON AVENUE, BOSTON, MASSACHUSETTS 02199-7603
- --------------------------------------------------------------------------------
(Address of Principal Executive Office including Zip Code)
(617) 375-1700
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, including Area Code)
With a copy to:
---------------
Susan S. Newton
101 Huntington Avenue
Boston, MA 02199
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)
No filing fee is required because an indefinite number of shares have previously
been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended.
It is proposed that this filing will become effective immedia tely upon filing
pursuant to paragraph (b) of Rule 485.
<PAGE>
JOHN HANCOCK STRATEGIC SERIES
STATEMENT OF INCORPORATION BY REFERENCE
The Cross-Reference Sheet, Part A, Part B and Part C of the registrant's
registration statement on Form N-14, File Nos. 333-83259 and 811-4651, dated
July 20, 1999, are incorporated by reference in their entirety herein.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 the
Registrant certifies that it meets all of the requirements for effectiveness of
this post-effective amendment No. 1 ("PEA No. 1") to the Registration Statement
pursuant to Rule 485 (b) under the Securities Act of 1933 and has caused this
PEA No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston and The Commonwealth of Massachusetts, on the
4th day of November, 1999.
JOHN HANCOCK STRATEGIC SERIES
By: *
-----------------------
Edward J. Boudreau, Jr.
Chairman
Pursuant to the requirements of the Securities Act of 1933, the
Registration has been signed below by the following persons in the capacities
and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*
- ------------------------ Chairman
Edward J. Boudreau, Jr. (Principal Executive Officer)
/s/James J. Stokowski
- ------------------------ Senior Vice President and Chief November 4, 1999
James J. Stokowski Financial Officer (Principal Financial
and Accounting Officer)
*
- ------------------------ Trustee
Dennis S. Aronowitz
*
- ------------------------ Trustee
Stephen L. Brown
*
- ------------------------ Trustee
Richard P. Chapman, Jr.
*
- ------------------------ Trustee
William J. Cosgrove
- ------------------------ Trustee
Douglas M. Costle
C-10
<PAGE>
Signature Title Date
--------- ----- ----
*
- ------------------------ Trustee
Leland O. Erdahl
*
- ------------------------ Trustee
Richard A. Farrell
*
- ------------------------ Trustee
Gail D. Fosler
*
- ------------------------ Trustee
William F. Glavin
*
- ------------------------ Trustee
Anne C. Hodsdon
*
- ------------------------ Trustee
John A. Moore
*
- ------------------------ Trustee
Patti McGill Peterson
*
- ------------------------ Trustee
John W. Pratt
*
- ------------------------ Trustee
Richard S. Scipione
*By: /s/Susan S. Newton November 4, 1999
-------------------
Susan S. Newton
Attorney-in-Fact under
Powers of Attorney dated
January 1, 1999
and March 17, 1999
</TABLE>
C-11
<PAGE>
[PRINTED ON HALE AND DORR LETTERHEAD]
60 State Street, Boston, Massachusetts 02109
617-526-6000 o fax 617-526-5000
DRAFT
October 22, 1999
Board of Trustees
John Hancock Investment Trust III, on behalf of
John Hancock Short-Term Strategic Income Fund
101 Huntington Avenue
Boston, Massachusetts 02199
Board of Trustees
John Hancock Strategic Series, on behalf of
John Hancock Strategic Income Fund
101 Huntington Avenue
Boston, Massachusetts 02199
Dear Members of the Boards of Trustees:
You have requested our opinion regarding certain federal income tax
consequences described below of the acquisition by John Hancock Strategic Income
Fund ("Acquiring Fund"), a series of John Hancock Strategic Series ("Trust"), of
all of the assets of John Hancock Short-Term Strategic Income Fund ("Acquired
Fund"), a series of John Hancock Investment Trust III ("Trust III"), in exchange
solely for (i) the assumption by Acquiring Fund of all of the liabilities of
Acquired Fund and (ii) the issuance of Class A, Class B and Class C voting
shares of beneficial interest of Acquiring Fund (the "Acquiring Fund Shares") to
Acquired Fund, followed by the distribution by Acquired Fund, in liquidation of
Acquired Fund, of the Acquiring Fund Shares to the shareholders of Acquired Fund
and the termination of Acquired Fund (the foregoing together constituting the
"reorganization" or the "transaction").
In rendering this opinion, we have examined and relied upon the facts
stated and representations made in (i) the combined prospectus for Acquiring
<PAGE>
Boards of Trustees
Jon Hancock Investment Trust III
John Hancock Strategic Series
October 22, 1999
Page 2
Fund and certain other John Hancock mutual funds, dated April 1, 1999, (ii) the
statement of additional information for Acquiring Fund, dated April 1, 1999,
(iii) the combined prospectus for Acquired Fund and certain other John Hancock
mutual funds, dated March 1, 1999, (iv) the statement of additional information
for Acquired Fund, dated March 1, 1999, (v) the Notice of Meeting of
Shareholders Scheduled for October 13, 1999 and the accompanying proxy statement
and prospectus relating to the transaction dated August 27, 1999 (the "Proxy
Statement"), (vi) the memorandum, dated May 17, 1999, regarding the transaction
from John Hancock Advisers, Inc. to the Boards of Trustees of Trust and Trust
III, (viii) the Agreement and Plan of Reorganization, made June 9, 1999, between
Acquiring Fund and Acquired Fund (the "Agreement"), (ix) the representation
letters on behalf of Acquiring Fund and Acquired Fund referred to below and (x)
such other documents as we deemed appropriate.
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. We have assumed that all parties to the
Agreement have acted and will act in accordance with the terms of the Agreement
and all other documents relating to the transaction and that the transaction
will be consummated pursuant to the terms and conditions set forth in the
Agreement without the waiver or modification of any such terms and conditions.
Furthermore, we have assumed that all representations contained in the
Agreement, as well as those representations contained in the representation
letters referred to below are, on the date hereof, true and complete in all
material respects, and that any representation made in any of the documents
referred to herein "to the best of the knowledge and belief" (or similar
qualification) of any person or party is correct without such qualification. We
have not attempted to verify independently such representations, but in the
course of our representation, nothing has come to our attention that would cause
us to question the accuracy thereof.
The conclusions expressed herein represent our judgment regarding the
proper treatment of certain aspects of the transaction affecting Acquiring Fund,
Acquired Fund and the shareholders of Acquired Fund on the basis of our analysis
of the Internal Revenue Code of 1986, as amended (the "Code"), case law,
Treasury regulations and the rulings and other pronouncements of the Internal
Revenue Service (the "Service") which exist at the time this opinion is
rendered. Such authorities are subject to prospective or retroactive change, and
we do not undertake any responsibility to advise you of any such change. Our
opinion represents our best judgment regarding how a court would decide if
presented with the issues addressed herein and is not binding upon the Service
or any court. Moreover, our opinion does not provide any assurance that a
position taken in reliance on such opinion will not be challenged by the Service
<PAGE>
Boards of Trustees
John Hancock Investment Trust III
John Hancock Strategic Series
October 22, 1999
Page 3
and does not constitute any representation or warranty that such position, if so
challenged, will not be rejected by a court.
This opinion addresses only the specific United States federal income
tax consequences of the transaction set forth below, and does not address any
other federal, state, local, or foreign income, estate, gift, transfer, sales,
or other tax consequences that may result from the transaction or any other
transaction.
FACTS
We understand that the facts relating to the transaction are as
described hereinafter.
Acquiring Fund is a series of Trust, a business trust established under
the laws of The Commonwealth of Massachusetts in 1986. Trust is registered as an
open-end investment company under the Investment Company Act of 1940, as amended
(the "1940 Act"). Acquiring Fund has been operating as an investment company
since the inception of business in 1986. Acquiring Fund is currently the only
series of Trust.
The investment objective of Acquiring Fund is to seek a high level of
current income. Acquiring Fund seeks to achieve this objective by investing
primarily in (1) foreign government and corporate debt securities from developed
and emerging markets, (2) United States ("U.S.") Government and U.S. Government
agency securities and (3) lower-rated, high yield, high risk U.S. debt
securities (i.e., "junk bonds"). Under normal circumstances, Acquiring Fund's
assets will be invested in each of the foregoing three sectors, but it may
invest up to 100% of its assets in any one sector. Acquiring Fund generally
intends to keep its average credit quality in the investment-grade range, but it
may invest in junk bonds rated as low as CC/Ca and their unrated equivalents.
There is no limit on its average maturity.
Acquired Fund is a series of Trust III, a business trust established
under the laws of The Commonwealth of Massachusetts in 1986. Trust III is
registered as an open-end investment company under the 1940 Act. Acquired Fund
has been operating as an investment company since the inception of business in
1990. Acquired Fund is one of five series of Trust III. Each series of Trust III
has assets and liabilities that are separate from those of each other series,
and each such series is treated as a separate corporation and regulated
investment company under Section 851(g) of the Code.
<PAGE>
Boards of Trustees
John Hancock Investment Trust III
John Hancock Strategic Series
October 22, 1999
Page 4
The investment objective of Acquired Fund is to seek a high level of
current income. Acquired Fund seeks to achieve this objective by investing
primarily in (1) foreign government and corporate debt securities from developed
and emerging markets, (2) U.S. Government and U.S. Government agency securities
and (3) U.S. corporate debt securities. Under normal circumstances, Acquired
Fund invests assets in all three of these sectors, but it may invest up to 100%
of its assets in any one sector. Acquired Fund maintains an average portfolio
quality rating of A, which is an investment-grade rating, but may invest up to
67% of its assets in junk bonds rated as low as B and their unrated equivalents.
Acquired Fund maintains an average portfolio maturity of three years or less.
The steps comprising the reorganization, as set forth in the Agreement,
are as follows:
(i) Acquired Fund will transfer to Acquiring Fund all of its assets
(consisting, without limitation, of portfolio securities and instruments,
dividend and interest receivables, cash and other assets). In exchange for the
assets transferred to it, Acquiring Fund will (A) assume all of the liabilities
of Acquired Fund (comprising all of its known and unknown liabilities and
referred to hereinafter as the "Acquired Fund Liabilities") and (B) issue
Acquiring Fund Shares to Acquired Fund that have an aggregate net asset value
equal to the value of the assets transferred to Acquiring Fund by Acquired Fund,
less the Acquired Fund Liabilities assumed by Acquiring Fund.
(ii) Promptly after the transfer of its assets to Acquiring Fund,
Acquired Fund will distribute in liquidation the Acquiring Fund Shares it
receives in the exchange to Acquired Fund shareholders pro rata in exchange for
their surrender of their shares of beneficial interest of Acquired Fund
("Acquired Fund Shares"). In these exchanges, holders of Acquired Fund Shares
designated as Class A ("Class A Acquired Fund Shares") will receive Acquiring
Fund Shares designated as Class A ("Class A Acquiring Fund Shares"), holders of
Acquired Fund Shares designated as Class B ("Class B Acquired Fund Shares") will
receive Acquiring Fund Shares designated as Class B ("Class B Acquiring Fund
Shares") and holders of Acquired Fund Shares designated as Class C ("Class C
Acquired Fund Shares") will receive Acquiring Fund Shares designated as Class C
("Class C Acquiring Fund Shares").
(iii) After such exchanges, liquidation and distribution, the existence
of Acquired Fund will be promptly terminated in accordance with Massachusetts
law.
<PAGE>
Boards of Trustees
John Hancock Investment Trust III
John Hancock Strategic Series
October 22, 1999
Page 5
The Agreement and the transactions contemplated thereby were approved
by the Board of Trustees of Trust, on behalf of Acquiring Fund, at a meeting
held on June 8, 1999. Acquiring Fund shareholders are not required and were not
asked to approve the transaction. The Agreement and the transactions
contemplated thereby were approved by the Board of Trustees of Trust III, on
behalf of Acquired Fund, at a meeting held on June 8, 1999, subject to the
approval of Acquired Fund shareholders. Acquired Fund shareholders approved the
transaction at a meeting held on October 13, 1999.
Massachusetts law does not provide dissenters' rights for Acquired Fund
shareholders in the transaction. Additionally, it is the position of the
Division of Investment Management of the Securities and Exchange Commission that
appraisal rights, in contexts such as the reorganization, are inconsistent with
Rule 22c-1 under the 1940 Act and are therefore preempted and invalidated by
such rule. Consequently, Acquired Fund shareholders will not have dissenters' or
appraisal rights in the transaction.
Our opinions set forth below are subject to the following factual
assumptions being true and correct (including statements relating to future
actions and facts represented to be to the best knowledge of management, whether
or not known). Authorized representatives of Acquiring Fund and Acquired Fund
have represented to us by letters of even date herewith that the following
assumptions are true and correct:
(a) Neither Acquiring Fund nor any person treated as related to
Acquiring Fund under Treasury Regulation Section 1.368-1(e)(3) has any plan or
intention to redeem or otherwise reacquire any of the Acquiring Fund Shares
received by shareholders of Acquired Fund in the transaction except in the
ordinary course of Acquiring Fund's business in connection with its legal
obligation under Section 22(e) of the 1940 Act as a registered open-end
investment company to redeem its own shares (which obligation is not in
connection with, modified in connection with, or in any way related to the
transaction).
(b) After the transaction, Acquiring Fund will continue the historic
business of Acquired Fund and will use all of the assets acquired from Acquired
Fund, which are Acquired Fund's historic business assets, i.e., assets not
acquired as part of or in contemplation of the transaction, in the ordinary
course of a business.
<PAGE>
Boards of Trustees
John Hancock Investment Trust III
John Hancock Strategic Series
October 22, 1999
Page 6
(c) Acquiring Fund has no plan or intention to sell or otherwise
dispose of any assets of Acquired Fund acquired in the transaction, except for
dispositions made in the ordinary course of its business (i.e., dispositions
resulting from investment decisions made after the reorganization on the basis
of investment considerations independent of the reorganization) or to maintain
its qualification as a regulated investment company under Subchapter M of the
Code.
(d) The shareholders of Acquiring Fund and the shareholders of Acquired
Fund will bear their respective expenses, if any, in connection with the
transaction.
(e) Acquiring Fund and Acquired Fund will each bear its own expenses
incurred in connection with the transaction. Any liabilities of Acquired Fund
attributable to such expenses that remain unpaid on the closing date of the
transaction and are assumed by Acquiring Fund in the transaction are
attributable to Acquired Fund's expenses that are solely and directly related to
the transaction in accordance with the guidelines established in Rev. Rul.
73-54, 1973-1 C.B. 187.
(f) There is no indebtedness between Acquiring Fund and Acquired Fund.
(g) Acquired Fund has elected to be treated as a regulated investment
company under Subchapter M of the Code, has qualified as a regulated investment
company for each taxable year since inception, and qualifies as such for its
taxable year ending on the closing date of the transaction.
(h) Acquiring Fund has elected to be treated as a regulated investment
company under Subchapter M of the Code, has qualified as a regulated investment
company for each taxable year since inception, and qualifies as such as of the
date of the transaction.
(i) Neither Acquiring Fund nor Acquired Fund is under the jurisdiction
of a court in a Title 11 or similar case within the meaning of Section
368(a)(3)(A) of the Code.
(j) Acquiring Fund does not own and has never owned, directly or
indirectly, any shares of Acquired Fund.
(k) Acquiring Fund will not pay cash in lieu of fractional shares in
connection with the transaction.
<PAGE>
Boards of Trustees
John Hancock Investment Trust III
John Hancock Strategic Series
October 22, 1999
Page 7
(l) As of the date of the transaction, the fair market value of the
Acquiring Fund Shares issued to Acquired Fund in exchange for the assets of
Acquired Fund is approximately equal to the fair market value of the assets of
Acquired Fund received by Acquiring Fund, minus the Acquired Fund Liabilities
assumed by Acquiring Fund. Acquiring Fund will not furnish any consideration in
connection with the acquisition of Acquired Fund's assets other than the
assumption of these Acquired Fund Liabilities and the issuance of these
Acquiring Fund Shares.
(m) Acquired Fund shareholders will not be in control (within the
meaning of Sections 368(a)(2)(H)(i) and 304(c) of the Code, which provide that
control means the ownership of shares possessing at least 50% of the total
combined voting power of all classes of shares that are entitled to vote or at
least 50% of the total value of shares of all classes) of Acquiring Fund after
the transaction.
(n) The principal business purposes of the transaction are to combine
the assets of Acquiring Fund and Acquired Fund in order to capitalize on
economies of scale in expenses, including the costs of accounting, legal,
transfer agency, insurance, custodial, and administrative services, to eliminate
adverse effects on the marketing and asset growth of Acquiring Fund and Acquired
Fund that may result from the existence of competing funds with generally
similar investment characteristics within the same fund complex, to benefit from
the anticipated better performance of Acquiring Fund, and to increase
diversification.
(o) As of the date of the transaction, the fair market value of the
Class A Acquiring Fund Shares received by each shareholder that holds Class A
Acquired Fund Shares is approximately equal to the fair market value of the
Class A Acquired Fund Shares surrendered by such shareholder, the fair market
value of the Class B Acquiring Fund Shares received by each shareholder that
holds Class B Acquired Fund Shares is approximately equal to the fair market
value of the Class B Acquired Fund Shares surrendered by such shareholder, and
the fair market value of the Class C Acquiring Fund Shares received by each
shareholder that holds Class C Acquired Fund Shares is approximately equal to
the fair market value of the Class C Acquired Fund Shares surrendered by such
shareholder. No property other than Acquiring Fund Shares will be distributed to
shareholders of Acquired Fund in exchange for their Acquired Fund Shares, nor
will any such shareholder receive cash or other property as part of the
transaction.
<PAGE>
Boards of Trustees
John Hancock Investment Trust III
John Hancock Strategic Series
October 22, 1999
Page 8
(p) There is no plan or intention on the part of any shareholder of
Acquired Fund that owns beneficially 5% or more of the Acquired Fund Shares and,
to the best knowledge of management of Acquired Fund, there is no plan or
intention on the part of the remaining shareholders of Acquired Fund, in
connection with the transaction, to engage in any transaction with Acquired
Fund, Acquiring Fund, or any person treated as related to Acquired Fund or
Acquiring Fund under the standards made applicable by Treasury Regulation
Section 1.368-1(e)(1)(i) involving the sale, redemption, exchange, transfer,
pledge, or other disposition resulting in a direct or indirect transfer of the
risks of ownership (a "Sale") of any of the Acquired Fund Shares or any of the
Acquiring Fund Shares to be received in the transaction that, considering all
Sales, would reduce the aggregate ownership of the Acquiring Fund Shares by
former Acquired Fund shareholders to a number of shares having a value, as of
the date of the transaction, of less than fifty percent (50%) of the value of
all of the formerly outstanding Acquired Fund Shares as of the same date. All
Sales involving shares of Acquired Fund and Acquiring Fund held by Acquired Fund
shareholders that have occurred or will occur in connection with the transaction
are taken into account for purposes of this representation. No such Sale that is
in connection with the transaction has, to the best knowledge of the management
of Acquired Fund, occurred on or prior to the date of the transaction.
(q) Acquired Fund assets transferred to Acquiring Fund comprise at
least ninety percent (90%) of the fair market value of the net assets and at
least seventy percent (70%) of the fair market value of the gross assets held by
Acquired Fund immediately prior to the transaction. For purposes of this
representation, amounts used by Acquired Fund to pay its outstanding
liabilities, including reorganization expenses, and all redemptions and
distributions (except for redemptions in the ordinary course of business upon
demand of a shareholder that Acquired Fund is required to make as an open-end
investment company pursuant to Section 22(e) of the 1940 Act and regular, normal
dividends, which dividends include any final distribution of previously
undistributed investment company taxable income and net capital gain for
Acquired Fund's final taxable year ending on the date of the transaction) made
by Acquired Fund immediately preceding the transaction are taken into account as
assets of Acquired Fund held immediately prior to the transaction.
(r) The Acquired Fund Liabilities assumed by Acquiring Fund plus the
liabilities, if any, to which the transferred assets are subject were incurred
by Acquired Fund in the ordinary course of its business or are expenses of the
transaction.
<PAGE>
Boards of Trustees
John Hancock Investment Trust III
John Hancock Strategic Series
October 22, 1999
Page 9
(s) The fair market value of the Acquired Fund assets transferred to
Acquiring Fund equals or exceeds the sum of the Acquired Fund Liabilities
assumed by Acquiring Fund and the amount of liabilities, if any, to which the
transferred assets are subject.
(t) Acquired Fund does not pay compensation to any
shareholder-employee.
OPINION
On the basis of and subject to the foregoing and in reliance upon the
representations described above, we are of the opinion that:
(a) The acquisition by Acquiring Fund of all of the assets of Acquired
Fund solely in exchange for the issuance of Acquiring Fund Shares to Acquired
Fund and the assumption of all of the Acquired Fund Liabilities by Acquiring
Fund, followed by the distribution by Acquired Fund, in liquidation of Acquired
Fund, of Acquiring Fund Shares to Acquired Fund shareholders in exchange for
their Acquired Fund Shares and the termination of Acquired Fund, will constitute
a "reorganization" within the meaning of Section 368(a)(1)(C) of the Code.
Acquiring Fund and Acquired Fund will each be "a party to a reorganization"
within the meaning of Section 368(b) of the Code.
(b) No gain or loss will be recognized by Acquired Fund upon (i) the
transfer of all of its assets to Acquiring Fund solely in exchange for the
issuance of Acquiring Fund Shares to Acquired Fund and the assumption of all of
the Acquired Fund Liabilities by Acquiring Fund and (ii) the distribution by
Acquired Fund of such Acquiring Fund Shares to the shareholders of Acquired Fund
(Sections 361(a) and 361(c) of the Code).
(c) No gain or loss will be recognized by Acquiring Fund upon the
receipt of the assets of Acquired Fund solely in exchange for the issuance of
Acquiring Fund Shares to Acquired Fund and the assumption of all of the Acquired
Fund Liabilities by Acquiring Fund (Section 1032(a) of the Code).
(d) The basis of the assets of Acquired Fund acquired by Acquiring Fund
will be, in each instance, the same as the basis of those assets in the hands of
Acquired Fund immediately prior to the transfer (Section 362(b) of the Code).
<PAGE>
Boards of Trustees
John Hancock Investment Trust III
John Hancock Strategic Series
October 22, 1999
Page 10
(e) The tax holding period of the assets of Acquired Fund in the hands
of Acquiring Fund will, in each instance, include Acquired Fund's tax holding
period for those assets (Section 1223(2) of the Code).
(f) The shareholders of Acquired Fund will not recognize gain or loss
upon the exchange of all of their Acquired Fund Shares solely for Acquiring Fund
Shares as part of the transaction (Section 354(a)(1) of the Code).
(g) The basis of the Acquiring Fund Shares received by the Acquired
Fund shareholders in the transaction will be the same as the basis of the
Acquired Fund Shares surrendered in exchange therefor (Section 358(a)(1) of the
Code).
(h) The tax holding period of the Acquiring Fund Shares received by
Acquired Fund shareholders will include, for each shareholder, the tax holding
period for the Acquired Fund Shares surrendered in exchange therefor, provided
that the Acquired Fund Shares were held as capital assets on the date of the
exchange (Section 1223(1) of the Code).
No opinion is expressed or implied regarding the federal income tax
consequences to Acquiring Fund, Acquired Fund or Acquired Fund shareholders of
any conditions existing at the time of, effects resulting from, or other aspects
of the transaction except as expressly set forth above. This opinion may not be
relied upon except with respect to the consequences specifically discussed
herein nor may it be relied upon by persons or entities to whom it is not
addressed, other than with our prior written consent.
Very truly yours,
/s/Hale and Dorr LLP
--------------------
Hale and Dorr LLP
