As Filed on May 20, 1997
Registration No. 333-23585
U.S. 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
___________________________FFTW FUNDS, INC.________________________
(Exact Name of Registrant as Specified in Charter)
___________________________200 Park Avenue New York, New York 10166 ____
(Address of Principal Executive Offices) (Zip Code)
___________________________(212) 332-5211______________________________
(Registrant's Telephone Number, Including Area Code)
William E. Vastardis, Secretary
FFTW Funds, Inc.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service of Process)
Copies to: Stephen J. Constantine, President
FFTW Funds, Inc.
200 Park Avenue
New York, New York 10166
William Goodwin, Esq. Alan M. Trager, President
Dechert Price & Rhoads AMT Capital Fund, Inc.
30 Rockerfeller Plaza 600 Fifth Avenue, 26th Floor
New York, New York 10112 New York, New York 10020
Approximate Date of Proposed Public Offering: As soon as practicable
after this Registration Statement becomes effective.
It is proposed that this filing will become effective:
X immediately upon filing pursuant to Rule 485(b)
_ on November 1, 1996 pursuant to Rule 485(b)
_ 60 days after filing pursuant to Rule 485(a)
_ 75 days after filing pursuant to Rule 485(a)
_ on _____ pursuant to Rule 485(a)
The Registrant has registered an indefinite amount of securities under
the Securities Act of 1933 pursuant to Section 24(f) under the
Investment Company Act of 1940; accordingly no fee is payable herewith.
FFTW FUNDS, INC.
MONEY MARKET PORTFOLIO
PART C. OTHER INFORMATION
Item 15. Indemnification
The Registrant shall indemnify directors, officers, employees and agents
of the Registrant against judgments, fines, settlements and expenses to
the fullest extent allowed, and in the manner provided, by applicable
federal and Maryland law, including Section 17(h) and (i) of the
Investment Company Act of 1940.
Item 16. Exhibits
(1) Articles of Incorporation, dated February 23, 1989, previously
filed as Exhibit 1 to Registrant's Registration Statement on
Form N-1A and incorporated herein by reference.
(1a) Articles of Amendment, dated July 1, 1991, previously filed as
Exhibit 1(a) to Post-Effective Amendment No. 4 to Registrant's
Registration Statement on Form N-1A and incorporated herein by
reference.
(1b) Articles of Amendment, dated July 26, 1991, previously filed
as Exhibit 1(a) to Post-Effective Amendment No. 5 to
Registrant's Registration Statement on Form N-1A and
incorporated herein by reference.
(1c) Articles Supplementary, dated February 16, 1993, previously
filed as Exhibit 1(c) to Post-Effective Amendment No. 10 to
Registrant's Registration Statement on Form N-1A and
incorporated herein by reference.
(1d) Articles of Amendment, dated August 17, 1995, previously filed
as Exhibit 1(d) to Post-Effective Amendment No. 20 to
Registrant's Registration Statement on Form N-1A and
incorporated herein by reference.
(1e) Articles of Amendment, dated December 11, 1996 previously
filed as Exhibit 1(e) to Post-Effective Amendment No. 20 to
Registrant's Registration Statement on Form N-1A and
incorporated herein by reference.
(2) By-laws, previously filed as Exhibit 2 to Registrant's
Registration Statement on Form N-1A and incorporated herein by
reference.
(3) Not Applicable.
(4) Form of Agreement and Plan of Reorganization, previously
filed on March 19, 1997 as Exhibit 4 to Registrant's
Registration Statement on Form N-14 to the Registrant's
Registration Statement, File No. 333-23585 and incorporated
herein by reference.
(5) Not Applicable.
(6)(a) Advisory Agreement between the Registrant (for the Money
Market Portfolio) and Fischer Francis Trees & Watts, Inc.,
dated November 6, 1996, previously filed as Exhibit 5(r) to
Post-Effective Amendment No. 20 to Registrant's Registration
Statement on Form N-1A and incorporated herein by reference.
(7)(a) Distribution Agreement between the Registrant and AMT Capital
Services, Inc., dated February 1, 1995 previously filed as
Exhibit 6a to Post-Effective Amendment No. 16 to Registrant's
Registration Statement on Form N-1A and incorporated by
reference herein.
(8) Not Applicable.
(9) Custodian Agreement between Registrant and Investors Bank &
Trust Company, dated January 10, 1994, previously filed as
Exhibit 8(d) to Post-Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A and
incorporated herein by reference.
(10) Not Applicable.
(11) Opinion and Consent of Dechert Price & Rhoads previously
filed on March 19, 1997 as Exhibit 11 to Registrant's
Registration Statement on Form N-14 to the Registrant's
Registration Statement, File No. 333-23585 and incorporated
herein by reference.
(12) Opinion of Dechert Price & Rhoads regarding certain tax
matters and consequences to shareholders filed herewith.
(13) Transfer Agency and Service Agreement between Registrant and
Investors Bank & Trust Company, dated November 27, 1992,
previously filed as Exhibit 8(c) to Post-Effective Amendment
No. 9 to Registrant's Registration Statement on Form N-1A and
incorporated herein by reference.
(14) Consent of Ernst & Young LLP independent auditors for the
Current and Successor Portfolios previously filed on April
2, 1997 as Exhibit 14 to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-14, File No.
333-2385, and incorporated herein by reference.
(15) There are no financial statements omitted pursuant to Item 14(a)(1).
(16) Not applicable.
(17) Rule 24f-2 notice previously filed on February 28, 1997 and
incorporated herein by reference.
Item 17 . Undertakings
(a) 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) under the
Securities Act of 1933, as amended, 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 if the applicable form.
(b) The undersigned Registrant agrees that every
prospectus that is filed under paragraph (a), above, will be
filed as part of an amendment to this Registration Statement
and will not be used until the amendment is effective, and
that, in determining any liability under the Securities Act
of 1933, as amended, 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 the
Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
New York, State of New York on the 20th day of May, 1997.
FFTW FUNDS, INC.
By: /s Onder John Olcay
Onder John Olcay
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/s/Stephen J. Constantine President and Director May 20, 1997
Stephen J. Constantine
/s Onder John Olcay Chairman of the Board, May 20, 1997
Onder John Olcay Chief Executive Officer
/s/John C Head III Director May 20, 1997
John C Head III
/s/Lawrence B. Krause Director May 20, 1997
Lawrence B. Krause
/s/Paul Meek Director May 20, 1997
Paul Meek
/s/Stephen P. Casper Treasurer May 20, 1997
Stephen P. Casper
May 1, 1997
AMT Capital Fund, Inc.
in respect of
Money Market Portfolio
600 Fifth Avenue
New York, NY 10020
FFTW Funds, Inc.
in respect of
Money Market Portfolio
200 Park Avenue
New York, NY 10166
Gentlemen:
You have requested our opinion concerning certain federal income tax
consequences to Money Market Portfolio (the "Existing Portfolio"), a series of
AMT Capital Fund, Inc., to the holders of the shares of common stock (the
"shares") of the Existing Portfolio (the "Existing Portfolio shareholders"),
and to Money Market Portfolio (the "New Portfolio"), a series of FFTW Funds,
Inc., in connection with the proposed transfer of all of the assets of the
Existing Portfolio to the New Portfolio in exchange solely for voting shares
of common stock of the New Portfolio ("New Portfolio Shares") and the
assumption by the New Portfolio of all of the liabilities of the Existing
Portfolio, followed by the distribution of such New Portfolio Shares received
by the Existing Portfolio in complete liquidation, all pursuant to the
Agreement and Plan of Reorganization (the "Agreement") dated March 31, 1997
(the "Reorganization").
For purposes of this opinion, we have examined and rely upon (1) the
Agreement, (2) the Proxy Statement issued in connection therewith, (3)
representations that each of you has made to us in separate letters, and (4)
such other documents and instruments as we have deemed necessary or
appropriate for purposes of rendering this opinion.
This opinion is based upon the Internal Revenue Code of 1986, as amended
(the "Code"), United States Treasury regulations, judicial decisions, and
administrative rulings and pronouncements of the Internal Revenue Service, all
as in effect on the date hereof. This opinion is conditioned upon the
Reorganization taking place in the manner described in the Agreement and the
Proxy Statement to which reference is made above.
Based upon and subject to the foregoing, it is our opinion that for
federal income tax purposes:
1. The transfer of all of the assets of the Existing Portfolio to the
New Portfolio in exchange solely for New Portfolio Shares and the assumption
of the Existing Portfolio's liabilities, followed by the distribution of the
New Portfolio Shares to the Existing Portfolio shareholders in exchange for
their shares of the Existing Portfolio, will qualify as a reorganization
within the meaning of Section 368(a)(1)(F) of the Code. The Existing
Portfolio and the New Portfolio each will be "a party to a reorganization"
within the meaning of Section 368(b) of the Code.
2. The Existing Portfolio will recognize no gain or loss on the transfer of
all of its assets to the New Portfolio solely in exchange for New
Portfolio Shares and the assumption of its liabilities by the New Portfolio,
or on the distribution by the Existing Portfolio to its shareholders of the
New Portfolio Shares received by the Existing Portfolio in the Reorganization
pursuant to the Agreement.
3. The New Portfolio will recognize no gain or loss upon the receipt
of the Existing Portfolio's assets in exchange for New Portfolio Shares and
the assumption by the New Portfolio of the Existing Portfolio's liabilities.
4. The basis to the New Portfolio of the assets of the Existing
Portfolio will be, in each instance, the same as the basis of those assets in
the hands of the Existing Portfolio immediately before the Reorganization
exchange.
5. The New Portfolio's holding periods with respect to the assets of
the Existing Portfolio that the New Portfolio acquires in the Reorganization
will include the respective periods for which those assets were held by the
Existing Portfolio.
6. The Existing Portfolio shareholders will recognize no gain or loss
upon receiving New Portfolio Shares solely in exchange for Existing Portfolio
shares.
7. The basis of New Portfolio Shares received by an Existing Portfolio
shareholder in the Reorganization will be the same as the basis of
the Existing Portfolio shares surrendered by the shareholder in exchange
therefor.
8. The holding period for the New Portfolio Shares received by the Existing
Portfolio shareholders in the Reorganization will include the holding
period of the Existing Portfolio shares surrendered in exchange therefor,
provided that the Existing Portfolio shareholders held such Existing
Portfolio shares as a capital asset on the date of the Reorganization.
We express no opinion as to the tax consequences of the Reorganization
except as expressly set forth above, or as to any transaction except those
consummated in accordance with the Agreement and the representations made to
us.
Very truly yours,
/s/ Dechert Price & Rhoads
Dechert Price & Rhoads
