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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 14, 1999
REGISTRATION NO. 33-32430
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 1 [X]
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SCUDDER NEW EUROPE FUND, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
AREA CODE AND TELEPHONE NUMBER: (212) 326-6200
345 PARK AVENUE
NEW YORK, NEW YORK 10154
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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BRUCE H. GOLDFARB, ESQ.
SCUDDER NEW EUROPE FUND, INC.
345 PARK AVENUE
NEW YORK, NEW YORK 10154
(NAME AND ADDRESS OF AGENT FOR SERVICE)
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COPIES TO:
<TABLE>
<S> <C>
BURTON M. LEIBERT, ESQ DAVID A. STURMS, ESQ.
WILLKIE FARR & GALLAGHER VEDDER, PRICE, KAUFMAN & KAMMHOLZ
787 SEVENTH AVENUE 222 NORTH LASALLE STREET
NEW YORK, NY 10019-6099 CHICAGO, IL 60601
</TABLE>
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APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: It is proposed that this
filing will become effective immediately upon filing pursuant to paragraph(b).
TITLE OF SECURITIES BEING REGISTERED: Common Stock, $.001 par value per
share.
Registrant is registering an indefinite amount of securities pursuant to
Rule 24f-2 under the Investment Company Act of 1940, as amended; accordingly, no
fee is payable herewith.
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PART C
OTHER INFORMATION
Part C contains the information required by Items 15-17 under the items set
forth in the Form.
Parts A, B and C of this Registration Statement on Form N-14 (the "Registration
Statement") are incorporated by reference into this Post-Effective Amendment No.
1 to the Registration Statement from the filing of Pre-Effective Amendment No. 2
to the Registration Statement with the SEC via Edgar on June 7, 1999 except part
(12) of Item 16 of Part C of the Registration Statement is amended as shown
below:
(12) Form of Opinion and Consent of Willkie Farr & Gallagher with respect to tax
matters.
THE FINAL TAX OPINION IS FILED AS AN EXHIBIT TO POST-EFFECTIVE AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT AND PURSUANT TO THE UNDERTAKING MADE IN ITEM
17 OF THE REGISTRATION STATEMENT.
C-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, this amendment to the
Registration Statement on Form N-14 has been signed on behalf of the Registrant,
in the City of New York and State of New York, on the 14th day of September,
1999.
Scudder New Europe Fund, Inc.
By: /s/ NICHOLAS BRATT
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Nicholas Bratt
President and Director
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment has been signed by the following persons in the capacities and on
the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
Chairman and Director September 14, 1999
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Daniel Pierce*
Director September 14, 1999
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Paul Bancroft III*
Director September 14, 1999
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Mary Johnston Evans*
Director September 14, 1999
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Richard Hunt*
Director September 14, 1999
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William H. Luers*
Director September 14, 1999
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Wilson Nolen*
Director September 14, 1999
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Ladislas O. Rice*
/s/ JOHN R. HEBBLE Treasurer (Principal Financial and September 14, 1999
- ----------------------------------- Accounting Officer)
John R. Hebble
By: /s/ CAROLINE PEARSON
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Caroline Pearson, as attorney-
in-fact
</TABLE>
* Caroline Pearson signs this document pursuant to powers of attorney filed with
the Registrant's Registration Statement on Form N-14, as filed with the
Securities and Exchange Commission on April 28, 1999.
C-2
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EXHIBIT 12
September 3, 1999
Kemper Europe Fund
222 South Riverside Plaza
Chicago, Illinois 60606
Scudder New Europe Fund, Inc.
345 Park Avenue
New York, New York 10154
Ladies and Gentlemen:
You have asked us for our opinion concerning certain federal income tax
consequences to (a) the Kemper Europe Fund (the "Acquired Fund"), (b) Scudder
New Europe Fund, Inc. (the "Acquiring Fund"), and (c) holders of shares of
beneficial interest in the Acquired Fund (the "Acquired Fund Shareholders") when
the holders of Class A, Class B and Class C shares in the Acquired Fund receive
Class A, Class B and Class C shares, respectively, of the Acquiring Fund (all
such shares of the Acquiring Fund referred to hereinafter as the "Acquiring Fund
Shares"), in liquidation of their interests in the Acquired Fund pursuant to an
acquisition by the Acquiring Fund of all of the assets of the Acquired Fund in
exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund
of all of the liabilities of the Acquired Fund and the subsequent liquidation of
the Acquired Fund and distribution in liquidation of the Acquiring Fund Shares
to the Acquired Fund Shareholders (the "Reorganization").
We have reviewed such documents and materials as we have considered necessary
for the purpose of rendering this opinion. In rendering this opinion, we assume
that such documents as yet unexecuted will, when executed, conform in all
material respects to the proposed forms of such documents that we have examined.
In addition, we assume the genuineness of all signatures, the capacity of each
party executing a document so to execute that document, the authenticity of all
documents submitted to us as originals and the conformity to original documents
of all documents submitted to us as certified or photostat copies.
We have made inquiry as to the underlying facts which we considered to be
relevant to the conclusions set forth in this letter. The opinions expressed in
this letter are based upon certain factual statements relating to the Acquired
Fund and the Acquiring Fund set forth in the Registration Statement on Form N-14
(the "Registration Statement") filed by the Acquiring Fund with the Securities
and Exchange Commission and the
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representations to be made in letters from the Acquired Fund and the Acquiring
Fund addressed to us for our use in rendering this opinion. We have no reason to
believe that these representations and facts will not be valid, but we have not
attempted and will not attempt to verify independently any of these
representations and facts, and this opinion is based upon the assumption that
each of them is accurate. Capitalized terms used herein and not otherwise
defined shall have the meaning given them in the Registration Statement.
The conclusions expressed herein are based upon the Internal Revenue Code of
1986 (the "Code"), Treasury regulations issued thereunder, published rulings and
procedures of the Internal Revenue Service and judicial decisions, all as in
effect on the date of this letter.
Based upon the foregoing, it is our opinion that:
(1) the transfer of all of the Acquired Fund's assets in exchange for
Acquiring Fund Shares and the assumption by the Acquiring Fund of all of the
liabilities of the Acquired Fund and the distribution in liquidation of the
Acquired Fund of Acquiring Fund Shares to Acquired Fund Shareholders will
constitute a "reorganization" within the meaning of Section 368(a)(1)(C) of the
Code, and the Acquired Fund and the Acquiring Fund are each a "party to a
reorganization" within the meaning of Section 368(b) of the Code;
(2) no gain or loss will be recognized by any Acquiring Fund upon the
receipt of the assets of the Acquired Fund in exchange for Acquiring Fund Shares
and the assumption by the Acquiring Fund of all of the liabilities of the
Acquired Fund;
(3) no gain or loss will be recognized by the Acquired Fund upon the
transfer of the Acquired Fund's assets to the Acquiring Fund in exchange for
Acquiring Fund Shares and the assumption by the Acquiring Fund of all of the
liabilities of the Acquired Fund or upon the distribution (whether actual or
constructive) of Acquiring Fund Shares to Acquired Fund Shareholders;
(4) no gain or loss will be recognized by Acquired Fund Shareholders
upon the exchange of their shares of the Acquired Fund for Acquiring Fund Shares
and the assumption by the Acquiring Fund of all of the liabilities of the
Acquired Fund;
(5) the aggregate tax basis of Acquiring Fund Shares received by each
Acquired Fund Shareholder pursuant to the Reorganization will be the same as the
aggregate tax basis of the shares of the Acquired Fund surrendered in exchange
therefor, and the holding period of the Acquiring Fund Shares to be received by
each Acquired Fund Shareholder will include the period during which the shares
of the Acquired Fund exchanged therefor were held by such Acquired Fund
Shareholder (provided the shares of
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the Acquired Fund were held as capital assets on the date of the
Reorganization); and
(6) the tax basis of the Acquired Fund's 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, and 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.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name and any reference to our firm
in the Registration Statement or in the Prospectus/Proxy Statement constituting
a part thereof.
Very truly yours,
/s/ Willkie Farr & Gallagher
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