<PAGE> 1
File Nos. 333-34179
As filed with the Securities and Exchange Commission on September 17, 1997
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre -Effective Amendment No. 1 [X]
-----
Post-Effective Amendment No. [ ]
-----
ATLAS ASSETS, INC.
(Exact Name of Registrant as Specified in Charter)
794 Davis Street
San Leandro, California 94577
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (510) 297-7444
Steven J. Gray
Atlas Assets, Inc.
794 Davis Street
San Leandro, California 94577
(Name and Address of Agent for Service)
Copy to:
Michael Glazer
Paul, Hastings, Janofsky & Walker LLP
555 South Flower Street
Los Angeles, California 90071
It is proposed that this filing will become effective on the 30th day after
filing pursuant to Rule 488.
- -------------------------------------------------------------------------------
No filing fee is required because an indefinite number of shares of Registrant
have previously been registered pursuant to Rule 24f-2 under the Investment
Company Act of 1940. Pursuant to Rule 429, this Registration Statement relates
to shares previously registered on Form N-1A (File No. 33-20318). The Registrant
filed the notice required by Rule 24f-2 for its most recent fiscal period on
February 26, 1997.
- --------------------------------------------------------------------------
<PAGE> 2
ATLAS ASSETS, INC.
CROSS-REFERENCE SHEET
Items Required by Form N-14
PART A ATLAS U.S. GOVERNMENT AND MORTGAGE SECURITIES FUND
Item No. Item Caption Prospectus Caption
1. Beginning of Registration COVER PAGE OF REGISTRATION
Statement and Outside Front STATEMENT; FRONT COVER PAGE
Page of Prospectus OF PROXY STATEMENT AND
PROSPECTUS
2. Beginning and Outside Back TABLE OF CONTENTS
Cover Page of Prospectus
3. Synopsis Information and SUMMARY; RISK FACTORS
Risk Factors
4. Information About the INFORMATION CONCERNING THE
Transaction MEETING; PROPOSAL TO
APPROVE AGREEMENT AND PLAN
OF REORGANIZATION
5. Information About the PROSPECTUS COVER PAGE;
Registrant INTRODUCTION; SUMMARY;
BUSINESS OF THE FUNDS;
AVAILABLE INFORMATION
6. Information About the PROSPECTUS COVER PAGE;
Company Being Acquired INTRODUCTION; SUMMARY;
BUSINESS OF THE FUNDS;
AVAILABLE INFORMATION
7. Voting Information PROSPECTUS COVER PAGE;
NOTICE OF SPECIAL MEETING
OF SHAREHOLDERS; SUMMARY;
INFORMATION CONCERNING THE
MEETING
8. Interest of Certain Persons NONE
and Experts
9. Additional Information NOT APPLICABLE
Required for Reoffering by
Persons Deemed to be
Underwriters
10. Cover Page COVER PAGE OF STATEMENT OF
ADDITIONAL INFORMATION
- i -
<PAGE> 3
PART B
Caption in Statement of
Item No. Item Caption Additional Information
11. Table of Contents INCORPORATION OF DOCUMENTS
BY REFERENCE IN STATEMENT
OF ADDITIONAL INFORMATION
12. Additional Information INCORPORATION OF DOCUMENTS
About the Registrant BY REFERENCE IN PROSPECTUS
AND STATEMENT OF ADDITIONAL
INFORMATION
13. Additional Information INCORPORATION OF DOCUMENTS
About the Company Being BY REFERENCE IN PROSPECTUS
Acquired AND STATEMENT OF ADDITIONAL
INFORMATION
14. Financial Statements INCORPORATION OF DOCUMENTS
BY REFERENCE IN PROSPECTUS
AND STATEMENT OF ADDITIONAL
INFORMATION
PART C
Item No.
15-17 Information required to be included in Part C is set forth
under the appropriate Item, so numbered, in Part C of this
Registration Statement.
- ii -
<PAGE> 4
ATLAS ASSETS, INC.
CROSS-REFERENCE SHEET
Items Required by Form N-14
PART A ATLAS NATIONAL MUNICIPAL BOND FUND
Item No. Item Caption Prospectus Caption
1. Beginning of Registration COVER PAGE OF REGISTRATION
Statement and Outside Front STATEMENT; FRONT COVER PAGE
Page of Prospectus OF PROXY STATEMENT AND
PROSPECTUS
2. Beginning and Outside Back TABLE OF CONTENTS
Cover Page of Prospectus
3. Synopsis Information and SUMMARY; RISK FACTORS
Risk Factors
4. Information About the INFORMATION CONCERNING THE
Transaction MEETING; PROPOSAL TO
APPROVE AGREEMENT AND PLAN
OF REORGANIZATION
5. Information About the PROSPECTUS COVER PAGE;
Registrant INTRODUCTION; SUMMARY;
BUSINESS OF THE FUNDS;
AVAILABLE INFORMATION
6. Information About the PROSPECTUS COVER PAGE;
Company Being Acquired INTRODUCTION; SUMMARY;
BUSINESS OF THE FUNDS;
AVAILABLE INFORMATION
7. Voting Information PROSPECTUS COVER PAGE;
NOTICE OF SPECIAL MEETING
OF SHAREHOLDERS; SUMMARY;
INFORMATION CONCERNING THE
MEETING
8. Interest of Certain Persons NONE
and Experts
9. Additional Information NOT APPLICABLE
Required for Reoffering by
Persons Deemed to be
Underwriters
10. Cover Page COVER PAGE OF STATEMENT OF
ADDITIONAL INFORMATION
- i -
<PAGE> 5
PART B
Caption in Statement of
Item No. Item Caption Additional Information
11. Table of Contents INCORPORATION OF DOCUMENTS
BY REFERENCE IN STATEMENT
OF ADDITIONAL INFORMATION
12. Additional Information INCORPORATION OF DOCUMENTS
About the Registrant BY REFERENCE IN PROSPECTUS
AND STATEMENT OF ADDITIONAL
INFORMATION
13. Additional Information INCORPORATION OF DOCUMENTS
About the Company Being BY REFERENCE IN PROSPECTUS
Acquired AND STATEMENT OF ADDITIONAL
INFORMATION
14. Financial Statements INCORPORATION OF DOCUMENTS
BY REFERENCE IN PROSPECTUS
AND STATEMENT OF ADDITIONAL
INFORMATION
PART C
Item No.
15-17 Information required to be included in Part C is set forth
under the appropriate Item, so numbered, in Part C of this
Registration Statement.
- ii -
<PAGE> 6
ATLAS ASSETS, INC.
CROSS-REFERENCE SHEET
Items Required by Form N-14
PART A ATLAS CALIFORNIA MUNICIPAL BOND FUND
Item No. Item Caption Prospectus Caption
1. Beginning of Registration COVER PAGE OF REGISTRATION
Statement and Outside Front STATEMENT; FRONT COVER PAGE
Page of Prospectus OF PROXY STATEMENT AND
PROSPECTUS
2. Beginning and Outside Back TABLE OF CONTENTS
Cover Page of Prospectus
3. Synopsis Information and SUMMARY; RISK FACTORS
Risk Factors
4. Information About the INFORMATION CONCERNING THE
Transaction MEETING; PROPOSAL TO
APPROVE AGREEMENT AND PLAN
OF REORGANIZATION
5. Information About the PROSPECTUS COVER PAGE;
Registrant INTRODUCTION; SUMMARY;
BUSINESS OF THE FUNDS;
AVAILABLE INFORMATION
6. Information About the PROSPECTUS COVER PAGE;
Company Being Acquired INTRODUCTION; SUMMARY;
BUSINESS OF THE FUNDS;
AVAILABLE INFORMATION
7. Voting Information PROSPECTUS COVER PAGE;
NOTICE OF SPECIAL MEETING
OF SHAREHOLDERS; SUMMARY;
INFORMATION CONCERNING THE
MEETING
8. Interest of Certain Persons NONE
and Experts
9. Additional Information NOT APPLICABLE
Required for Reoffering by
Persons Deemed to be
Underwriters
10. Cover Page COVER PAGE OF STATEMENT OF
ADDITIONAL INFORMATION
- i -
<PAGE> 7
PART B
Caption in Statement of
Item No. Item Caption Additional Information
11. Table of Contents INCORPORATION OF DOCUMENTS
BY REFERENCE IN STATEMENT
OF ADDITIONAL INFORMATION
12. Additional Information INCORPORATION OF DOCUMENTS
About the Registrant BY REFERENCE IN PROSPECTUS
AND STATEMENT OF ADDITIONAL
INFORMATION
13. Additional Information INCORPORATION OF DOCUMENTS
About the Company Being BY REFERENCE IN PROSPECTUS
Acquired AND STATEMENT OF ADDITIONAL
INFORMATION
14. Financial Statements INCORPORATION OF DOCUMENTS
BY REFERENCE IN PROSPECTUS
AND STATEMENT OF ADDITIONAL
INFORMATION
PART C
Item No.
15-17 Information required to be included in Part C is set forth
under the appropriate Item, so numbered, in Part C of this
Registration Statement.
- ii -
<PAGE> 8
PART A - ATLAS U.S. GOVERNMENT AND MORTGAGE SECURITIES FUND, ATLAS
NATIONAL MUNICIPAL BOND FUND AND ATLAS CALIFORNIA MUNICIPAL BOND FUND, AND
PART B - ATLAS ASSETS, INC
Incorporated by reference to the Registrant's Registration Statement on
Form N-14, as filed on August 23, 1997.
<PAGE> 9
ATLAS ASSETS, INC.
FORM N-14 REGISTRATION STATEMENT
PART C: OTHER INFORMATION
Item 15. INDEMNIFICATION
Subsection (B) of Section 2-418 of the General Corporation Law
of Maryland empowers a Maryland corporation such as Registrant to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is or
was a director, officer, employee or agent of that corporation or a director,
officer, employee or agent of another corporation or enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding unless he acted in bad faith, or with active and
deliberate dishonesty or otherwise as provided in such statute.
The Maryland Code provisions also include, inter alia,
authority to make advances of expenses pending resolution of the matter, to
purchase insurance to cover the corporation and its agents, and a requirement to
report instances of indemnification to the corporation's stockholders. In
addition, directors and officers may in most cases be protected from the
assessment of personal monetary liability in certain legal actions
notwithstanding the availability or not of indemnification.
Article VII(g) of the Articles of Incorporation of Registrant,
as amended, contains indemnification and limitation provisions meant to conform
to the above statute and to the provisions of Section 17 of the Investment
Company Act of 1940, as amended ("1940 Act") and to 1940 Act Release No. 11330
(September 4, 1980). These provisions will implement "reasonable and fair means"
to determine whether indemnification shall be made which include: (1) reference
to a final decision on the merits by a court or other body that liability did
not occur by reason of disabling conduct, or (2) in the absence of such a
decision, a reasonable, factually based decision to the same effect by (a) a
vote of a majority of a quorum of directors who are neither "interested persons"
of the Registrant (as defined in Section 2(a)(19) of the 1940 Act) nor parties
to the proceeding, or (b) an independent legal counsel in a written opinion.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Directors, officers and controlling
persons by the Registrant's charter and bylaws, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
C-1
<PAGE> 10
indemnification is against public policy as expressed in said Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Series of expenses incurred or
paid by a Director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted 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 issues.
Registrant and the interested Directors and officers of the
Registrant have obtained coverage under a Professional Indemnity insurance
policy. The terms and conditions of policy coverage conform generally to the
standard coverage available to the investment company industry. The coverage was
renewed effective March 1996. Similar coverage is afforded the investment
adviser and the principal underwriter and their Directors, officers and
employees.
To the extent permitted by the 1940 Act, the non-interested
Directors may be indemnified by the Company with respect to errors and
omissions. To the extent not so permitted, Golden West Financial Corporation may
so indemnify the non-interested Directors to the extent permitted by Delaware
law.
Item 16. EXHIBITS
1. Articles of Incorporation for the Registrant, as amended, and
including Articles Supplementary are incorporated herein by
reference to Exhibits No. 1(a) through 1(n) to Registration
Statement No. 33-20318.
2. Bylaws of Registrant are incorporated herein by reference to
Exhibit No. 2 to Registration Statement No. 33-20318.
3. None.
4. A. Agreement and Plan of Reorganization between Atlas
U.S. Government and Mortgage Securities Fund and
Atlas U.S. Government Intermediate Fund is filed
herein as Appendix A to the Proxy Statement and
Prospectus for those funds.
B. Agreement and Plan of Reorganization between Atlas
California Municipal Bond Fund and Atlas California
Insured Intermediate Fund is filed herein as Appendix
A to the Proxy Statement and Prospectus for those
funds.
C-2
<PAGE> 11
C. Agreement and Plan of Reorganization between Atlas
National Municipal Bond Fund and Atlas National
Insured Intermediate Municipal Fund is filed herein
as Appendix A to the Proxy Statement and Prospectus
for those funds.
5. None
6. Investment Advisory Agreement dated January 12, 1990, and
amended November 1, 1991, between Atlas Advisers, Inc. and
Registrant is incorporated herein by reference to Exhibit Nos.
5(a) and (5(b) to Registration Statement No. 33-20318.
7. Principal Underwriting Agreement dated January 12, 1990
between Atlas Securities, Inc. and Registrant is incorporated
herein by reference to Exhibit No. 6 to Registration Statement
No. 33-20318.
8. Not applicable.
9. Custodian Contract between Registrant and Investors Bank and
Trust Company is incorporated herein by reference to Exhibit
No. 8 to Registration Statement No. 33-20318.
10. The Distribution Plan dated January 12, 1990 and the
Distribution Plan dated February 18, 1994 for Class B Shares
between Atlas Securities, Inc. and the Registrant, and the
Atlas Funds Multiple Class Plan adopted on August 11, 1995
pursuant to Rule 18f-3 are incorporated herein by reference to
Exhibit Nos. 15(a), 15(b) and 15(c) to Registration Statement
No. 33-20318.
11. Opinion and consent of Paul, Hastings, Janofsky & Walker LLP
as to legality of shares (filed herewith).
12.* Form of opinion and consent of Paul, Hastings, Janofsky &
Walker LLP as to tax matters.
13. Not applicable.
14.* Consent of Independent Auditors.
15. Not applicable.
16.* Power of Attorney.
* Previously filed on August 23, 1997 with the Registrant's Registration
Statement on Form N-14.
C-3
<PAGE> 12
17. (a) The Atlas Funds Annual Report to Shareholders for the year
ended December 31, 1996 is incorporated herein by reference.
(b) The Atlas Funds Semi-Annual Report to Shareholders for the
period ended June 30, 1997 is incorporated herein by
reference.
(c) The Prospectus of the Atlas Funds, dated April 30, 1997,
is filed herein as Appendix B to the Proxy Statements and
Prospectuses.
(d) The Statement of Additional Information of the Atlas
Funds, dated April 30, 1997, is incorporated herein by
reference.
(e) Form of Proxy
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 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.
(3) The undersigned Registrant agrees to file a Post-Effective
Amendment to this Registration Statement under Rule 485(b)
under the 1933 Act to include a final opinion of counsel
supporting the tax consequences of the proposed
reorganization, within a reasonable period of time after the
closing of such transactions.
C-4
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Pre-Effective Amendment No. 1 to the Registrant's Registration Statement
on Form N-14 has been signed on behalf of the Registrant by the undersigned,
thereunto duly authorized in the City of San Leandro and State of California, on
the 15th day of September 1997.
ATLAS ASSETS, INC.
(Registrant)
By: Marion O. Sandler *
-----------------------------
Marion O. Sandler
Chairman, Chief Executive
Officer and President
As required by the Securities Act of 1933, this Registration Statement
has been signed below by the following persons in the capacities and as of the
date indicated
Marion O. Sandler * Chief Executive September 15, 1997
- ---------------------- Officer, President, ------------------
Marion O. Sandler and Chairman Date
Julius Louis Helvey * Chief Financial September 15, 1997
- ---------------------- Officer and Group ------------------
Julius Louis Helvey Senior Vice President Date
/s/ Edward L. Bisgaard Chief Accounting September 15, 1997
- ---------------------- Officer, Treasurer ------------------
Edward L. Bisgaard and Vice President Date
Russell W. Kettell * Director September 15, 1997
- ---------------------- ------------------
Russell W. Kettell Date
C-5
<PAGE> 14
SIGNATURES CONTINUED
Barbara A. Bond * Director September 15, 1997
- ---------------------- ------------------
Barbara A. Bond Date
Daniel L. Rubinfeld * Director September 15, 1997
- ---------------------- ------------------
Daniel L. Rubinfeld Date
David J. Teece * Director September 15, 1997
- ---------------------- ------------------
David J. Teece Date
*By /s/Larry E. LaCasse
- -----------------------------
Larry E. LaCasse,
Attorney-in-Fact
Pursuant to Power of Attorney
filed herewith.
C-6
<PAGE> 15
EXHIBIT INDEX
11. Opinion and Consent regarding
legality
12. Form of Opinion and Consent
as to tax matters*
14. Consent of Independent Auditors*
16. Power of Attorney*
17.(e) Form of Proxy*
* Previously filed on August 23, 1997 with the Registrant's Registration
Statement on N-14.
<PAGE> 1
Exhibit 11
PAUL, HASTINGS, JANOFSKY & WALKER LLP
555 West Flower Street
Los Angeles, California 90071
(213) 683-6000
September 15, 1997
Atlas Assets, Inc.
794 Davis Street
San Leandro, California 94577
Ladies and Gentlemen:
We have acted as counsel to Atlas Assets, Inc., a Maryland
corporation (the "Company"), in connection with the issuance of shares of common
stock ("Shares") in the Atlas National Municipal Bond Fund, Atlas U.S.
Government and Mortgage Securities Fund, and Atlas California Municipal Bond
Fund series of the Company (the "Funds") in a public offering pursuant to a
Registration Statement on Form N-14 (Registration No. 333-34179), as amended,
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Registration Statement").
In our capacity as counsel for the Company, we have examined the
Articles of Incorporation of the Company, as amended, the bylaws of the Company,
as amended, originals or copies of actions of the Board of Directors of the
Company as furnished to us by the Company, certificates of public officials,
statutes and such other documents, records and certificates as we have deemed
necessary for the purposes of this opinion.
Based upon our examination as aforesaid, we are of the opinion
that the Shares are duly authorized and, when sold as described in the
Registration Statement, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion of counsel as an
exhibit to the Registration Statement.
Very truly yours,
PAUL, HASTINGS, JANOFSKY & WALKER LLP
