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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 7, 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. 2 [X]
POST-EFFECTIVE AMENDMENT NO. [ ]
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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:
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<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
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APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as possible after
the effective date of this Registration Statement.
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 Pre-Effective Amendment No.
2 to the Registration Statement from the filing of Pre-Effective Amendment No. 1
to the Registration Statement with the SEC via Edgar on June 3, 1999 except part
(12) of Item 16 and Item 17 of Part C of the Registration Statement are amended
as shown below:
(12) Form of Opinion and Consent of Willkie Farr & Gallagher with respect to tax
matters.
A FORM OF THE TAX OPINION WAS FILED AS AN EXHIBIT TO PRE-EFFECTIVE
AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT AND PURSUANT TO THE UNDERTAKING
MADE IN ITEM 17 OF THE REGISTRATION STATEMENT, THE FINAL TAX OPINION WILL BE
FILED AS A POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT.
ITEM 17. UNDERTAKINGS.
(3) The undersigned Registrant hereby undertakes to file the final tax opinion
referred to in part 12 of Item 16 of Part C of the Registration Statement as a
post-effective amendment to 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 7th day of June, 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.
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SIGNATURE TITLE DATE
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<C> <S> <C>
Chairman and Director June 7, 1999
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Daniel Pierce*
Director June 7, 1999
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Paul Bancroft III*
Director June 7, 1999
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Mary Johnston Evans*
Director June 7, 1999
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Richard Hunt*
Director June 7, 1999
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William H. Luers*
Director June 7, 1999
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Wilson Nolen*
Director June 7, 1999
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Ladislas O. Rice*
/s/ JOHN R. HEBBLE Treasurer (Principal Financial and June 7, 1999
- -------------------------------------- Accounting Officer)
John R. Hebble
By: /s/ CAROLINE PEARSON
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Caroline Pearson, as attorney-in-fact
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* 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
