1933 Act File No. 333-1347
1940 Act File No. 811-5114
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
X Post-Effective Amendment No. 2
FEDERATED UTILITY FUND, INC.
(formerly, Liberty Utility Fund, Inc.)
(Exact Name of Registrant as Specified in Charter)
(412) 288-1900
(Area Code and Telephone Number)
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
JOHN W. McGONIGLE, ESQUIRE
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
Copy to:
Matthew G. Maloney, Esquire
Dickstein, Shapiro & Morin, L.L.P.
2101 L Street, N.W.
Washington, DC 20037
It is proposed that this filing will become effective on March 31, 1996, or as
soon thereafter as is practicable, pursuant to Rule 488. (Approximate Date of
Proposed Public Offering)
Registrant has filed with the Securities and Exchange Commission a declaration
pursuant to Rule 24f-2 under the Investment Company Act of 1940 that it elects
to register an indefinite amount of securities under the Securities Act of
1933 and filed the Notice required by that Rule for Registrant's most recent
fiscal year ending February 28, 1995 was filed on April 13, 1995. Therefore,
no filing fee is required.
CROSS REFERENCE SHEET
Pursuant to Item 1(a) of Form N-14 Showing Location in
Prospectus of Information Required by Form N-14
Item of Part A of Form N-14 and Caption Caption or Location in Prospectus
1.Beginning of Registration Statement and Cross Reference Sheet; Cover Page
Outside Front Cover Page of Prospectus.
2.Beginning and Outside Back Cover Page Table of Contents
of Prospectus
3.Fee Table, Synopsis Information and Summary of Fund Expenses; Synopsis;
Risk Factors Risk Factors
4.Information About the Transaction Information About the Transaction
5.Information About the Registrant Information About the Federated Fund and
the Fortress Fund
6.Information About the Company Information About the Federated Fund and
Being Acquired the Fortress Fund
7.Voting Information Voting Information
8.Interest of Certain Persons and Experts Legal Matters
9.Additional Information Required For Not Applicable
Reoffering by Persons Deemed To Be
Underwriters.
Item of Part B of Form N-14 and Caption Caption or Location in Statement
of
Additional Information
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. Additional Information about the
Registrant Statement of Additional Information of
Federated Utility Fund, Inc., dated
March 29, 1996.
13. Additional Information about the Company
Statement of Additional Information of
Being Acquired Fortress Utility Fund, Inc., dated
July 31, 1995.
14. Financial Statements Financial
Statements of Federated Utility Fund,
Inc., dated February 28, 1995.
Financial Statements of Fortress Utility
Fund, Inc., dated May 31, 1995.
Financial Statements (unaudited) of
Federated Utility Fund, Inc.,
dated August 31, 1995.
Financial Statements (unaudited) of
Fortress Utility Fund, Inc.,
dated November 30, 1995.
Pro Forma Financial Statements.
Incorporate by reference pursuant to Rule 411 under the Securities Act of
1933, Parts A and B of Registrant's Initial Registration Statement filed on
Form N-14 on March 1, 1996, in their entirety. (File No. 333-1347 and File No.
811-5114).
PART C. OTHER INFORMATION
Item 15. Indemnification
Indemnification is provided to Officers and Directors of the Registrant
pursuant to the Registrant's Articles of Incorporation, except where such
indemnification is not permitted by law. However, the Articles of
Incorporation does not protect the Directors from liabilities based on willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of their office.
Directors and Officers of the Registrant are insured against certain
liabilities, including liabilities arising under the Securities Act of 1933
(the "Act").
Insofar as indemnification for liabilities arising under the Act may be
permitted to Directors, Officers, and controlling persons of the Registrant by
the Registrant pursuant to the Articles of Incorporation 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, is 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 Directors, Officers, or
controlling persons of the Registrant in connection with the successful
defense of any act, suit, or proceeding) is asserted by such Directors,
Officers, or controlling persons in connection with the shares 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 issues.
Insofar as indemnification for liabilities may be permitted pursuant to
Section 17 of the Investment Company Act of 1940 for Directors, Officers, and
controlling persons of the Registrant by the Registrant pursuant to the
Articles of Incorporation or otherwise, the Registrant is aware of the
position of the Securities and Exchange Commission as set forth in Investment
Company Act Release No. IC-11330. Therefore, the Registrant undertakes that
in addition to complying with the applicable provisions of the Articles of
Incorporation or otherwise, in the absence of a final decision on the merits
by a court or other body before which the proceeding was brought, that an
indemnification payment will not be made unless in the absence of such a
decision, a reasonable determination based upon factual review has been made
(i) by a majority vote of a quorum of non-party Directors who are not
interested persons of the Registrant; or (ii) by independent legal counsel in
a written opinion that the indemnitee was not liable for an act of willful
misfeasance, bad faith, gross negligence, or reckless disregard of duties.
The Registrant further undertakes that advancement of expenses incurred in the
defense of a proceeding (upon undertaking for repayment unless it is
ultimately determined that indemnification is appropriate) against an Officer,
Director, or controlling person of the Registrant will not be made absent the
fulfillment of at least one of the following conditions: (i) the indemnitee
provides security for his undertaking; (ii) the Registrant is insured against
losses arising by reason of any lawful advances; or (iii) a majority of a
quorum of disinterested non-party Directors or independent legal counsel in a
written opinion makes a factual determination that there is reason to believe
the indemnitee will be entitled to indemnification.
Item 16. Exhibits
(1) Conformed Copy of Amended and Restated Articles of
Incorporation of the Registrant; (2.)
(i) Conformed Copy of Articles of Incorporation, as amended;
(3.)
(2) Copy of By-Laws of the Registrant as amended; (1.)
(3) Not applicable;
(4) Conformed Copy of the Agreement and Plan of Reorganization
(Included as Exhibit A to the Prospectus/Proxy Statement (Part
A) of this Registration Statement); (5.)
(5) Not applicable;
(6) Conformed Copy of Investment Advisory Contract of the
Registrant; (3.)
(7) (i) Conformed Copy of Distributor's Contract of the
Registrant, through and including Exhibits A and B; (4.)
(ii) Conformed Copy of Exhibit C to Distributor's Contract of
the Registrant adding Class F Shares to the existing
Distributor's Contract; (4.)
(iii) The Registrant hereby incorporates the conformed copy
of the specimen Mutual Funds Sales and Services Agreement;
Mutual Fund Services Agreement; and Plan Trustee/Mutual
Funds Service Agreement from Item 24(b)(6) of the Cash
Trust Series II Registration Statement on Form N-1A, filed
with the Commission on July 24, 1995. (File Numbers 33-
38550 and 811-6269).
(8) Not applicable;
(9) Conformed Copy of Custodian Contract of the Registrant; (4.)
(10) (i) Conformed Copy of Distribution Plan of the Registrant;
(4.)
(ii) The Registrant hereby incorporates the conformed copy of
the specimen Multiple Class Plan from Item 24(b)(18) of
the World Investment Series, Inc. Registration Statement
on Form N-1A, filed with the Commission on January 26,
1996. (File Numbers 33-52149 and 811-07141).
(iii) The responses described in Item 16 (7) (iii) are
hereby incorporated by reference.
(11) Conformed Copy of Opinion regarding legality of shares being
issued; (5.)
(12) Conformed Copy of Opinion regarding tax consequences of
Reorganization; +
(13) (i) Conformed Copy of the Agreement for Fund Accounting,
Shareholder Recordkeeping, and Custody Services
Procurement of the Registrant; (4.)
+ All exhibits have been filed electronically.
1. Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-2 filed April 16, 1987 (File No. 33-
13388 and File No. 811-5114).
2. Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 1 on Form N-1A filed May 18, 1988. (File No. 33-13388 and
File No. 811-5114).
3. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 3 on Form N-1A filed February 21, 1990. (File No. 33-13388
and File No. 811-5114).
4. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 13 on Form N-1A filed May 23, 1995. (File No. 33-13388 and
File No. 811-5114).
5. Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-14 filed March 1, 1996. (File No. 333-
1347 and File No. 811-5114).
(ii) Conformed Copy of the Administrative Services Agreement of
the Registrant; (4.)
(iii) Conformed Copy of Shareholder Services Agreement of
the Registrant; (4.)
(iv) The responses described in Item 16 (7) (iii) and Item 16
(10) (ii) are hereby incorporated by reference.
(14) Conformed Copy of Consent of Independent Auditors; (5.)
(15) Not applicable;
(16) Conformed Copy of Power of Attorney; (5.)
(17) (i) Copy of Notice under Rule 24f-2; (5.)
(ii) Form of Proxy Card; (5.)
Item 17. Undertakings
(1) The undersigned Registrant agrees that, prior to any public
reoffering of the securities registered through the use of a
prospectus which is a part of this Registration Statement by
any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c) of the Securities Act of 1933, the
reoffering prospectus will contain the information called for
by the applicable registration form for reofferings by persons
who may be deemed underwriters, in addition to the information
called for by 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 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.
+ All exhibits have been filed electronically.
4. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 13 on Form N-1A filed May 23, 1995. (File No. 33-13388 and
File No. 811-5114).
5. Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-14 filed March 1, 1996. (File No. 333-
1347 and File No. 811-5114).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
FEDERATED UTILITY FUND, INC., has duly caused this Amendment to its
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Pittsburgh and Commonwealth of Pennsylvania,
on the 8th day of April 1996.
FEDERATED UTILITY FUND, INC.
BY: /s/ Charles H. Field
Charles H. Field, Assistant Secretary
Attorney in Fact for John F. Donahue
April 8, 1996
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to its Registration Statement has been signed below by the following persons
in the capacities and on the date indicated:
NAME TITLE DATE
By:/s/ Charles H. Field
Charles H. Field Attorney In Fact April 8, 1996
ASSISTANT SECRETARY For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Director
(Chief Executive Officer)
Richard B. Fisher* President and Director
David M. Taylor* Treasurer
(Principal Financial and
Accounting Officer)
Thomas G. Bigley* Director
John T. Conroy, Jr.* Director
William J. Copeland* Director
James E. Dowd* Director
Lawrence D. Ellis, M.D.* Director
Edward L. Flaherty, Jr.* Director
Peter E. Madden* Director
Gregor F. Meyer* Director
John E. Murray, Jr.* Director
Wesley W. Posvar* Director
Marjorie P. Smuts* Director
Exhibit 12
February 29, 1996
Federated Utility Fund, Inc.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Fortress Utility Fund, Inc.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Ladies and Gentlemen:
We have acted as special counsel in connection with, and you have
requested our opinion concerning the federal income tax consequences of, a
transaction (the "Reorganization") in which all of the assets of Fortress
Utility Fund, Inc., a Maryland corporation, (the "Acquired Fund"), will be
acquired by Federated Utility Fund, Inc., a Maryland corporation (the
"Acquiring Fund"), in exchange solely for Class F Shares of Acquiring Fund
(the "Acquiring Fund Shares"). The terms and conditions of this transaction
are set forth in an Agreement and Plan of Reorganization dated February 29,
1996 between Acquiring Fund and Acquired Fund (the "Agreement"). This
opinion is rendered to you pursuant to paragraph 8.5 of the Agreement, and
all terms used herein have the meanings assigned to them in the Agreement.
Both Acquiring Fund and Acquired Fund are open-end, management investment
companies which qualify as regulated investment companies described in
Section 851(a) of the Internal Revenue Code of 1986, as amended (the "Code").
The Acquired Fund and the Acquiring Fund are engaged in the business of
investing in professionally managed portfolios primarily of securities issued
by companies in the utilities industry.
On the Closing Date under the Agreement, the Acquired Fund will transfer its
entire investment portfolio to the Acquiring Fund. In exchange, the
Acquiring Fund will transfer, to the Acquired Fund, Acquiring Fund Shares in
an amount equal in value to the assets transferred by the Acquired Fund to
the Acquiring Fund. The Acquired Fund will thereupon liquidate and
distribute its Acquiring Fund Shares pro rata to its shareholders ("Acquired
Fund Shareholders").
We have reviewed and relied upon the representations contained in the
Agreement and in such other documents and instruments as we have deemed
necessary for the purposes of this opinion, and have reviewed the applicable
provisions of the Code, current regulations and administrative rules
thereunder and pertinent case law.
Based upon the foregoing, and assuming that the Reorganization and related
transactions will take place as described in the Agreement, we are of the
opinion that, for federal income tax purposes:
The transfer of all of the Acquired Fund assets in exchange for the Acquiring
Fund Shares and the distribution of the Acquiring Fund Shares to the Acquired
Fund Shareholders in liquidation of the Acquired Fund will constitute a
"reorganization" within the meaning of Section 368(a)(1)(C) of the Code;
No gain or loss will be recognized by the Acquiring Fund upon the receipt of
the assets of the Acquired Fund solely in exchange for the Acquiring Fund
Shares;
No gain or loss will be recognized by the Acquired Fund upon the transfer of
the Acquired Fund assets to the Acquiring Fund in exchange for the Acquiring
Fund Shares or upon the distribution (whether actual or constructive) of the
Acquiring Fund Shares to Acquired Fund Shareholders in exchange for their
shares of the Acquired Fund;
No gain or loss will be recognized by the Acquired Fund Shareholders upon the
exchange of their Acquired Fund shares for the Acquiring Fund Shares;
The tax basis of the Acquired Fund assets acquired by the Acquiring Fund will
be the same as the tax basis of such assets to the Acquired Fund immediately
prior to the Reorganization;
The tax basis of the Acquiring Fund Shares received by each of the Acquired
Fund Shareholders pursuant to the Reorganization will be the same as the tax
basis of the Acquired Fund shares held by such shareholder immediately prior
to the Reorganization;
The holding period of the assets of the Acquired Fund in the hands of the
Acquiring Fund will include the period during which those assets were held by
the Acquired Fund; and
The holding period of the Acquiring Fund Shares received by each Acquired
Fund Shareholder will include the period during which the Acquired Fund
shares exchanged therefor were held by such shareholder (provided the
Acquired Fund shares were held as capital assets on the date of the
Reorganization).
We hereby consent to the filing of a copy of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement on Form
N-14 filed by Acquiring Fund in connection with the Reorganization, and to
the references to this firm and this opinion in the Prospectus/Proxy
Statement which is contained in such Registration Statement.
Very truly yours,
/s/ Dickstein, Shapiro, & Morin, L.L.P.
