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As filed with the Securities and Exchange Commission on December 16, 1996
Registration No. 333-12529
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT No. / /
POST-EFFECTIVE AMENDMENT No. /1 /
Ranson Managed Portfolios
(Exact Name of Registrant as Specified in Charter)
1 North Main
Minot, North Dakota 58703
(Address of Principal Executive Offices)
(701) 852-5292
(Registrant's Telephone Number)
Robert E. Walstad Mark J. Kneedy Conrad G. Goodkind
ND Holdings, Inc. Chapman and Cutler Quarles & Brady
1 North Main 111 West Monroe Street 411 East Wisconsin Avenue
Minot, North Dakota 58703 Chicago, Illinois 60603 Milwaukee, Wisconsin 53202
(Name and Address of (with a copy to the above) (with a copy to the above)
Agent for Service)
As soon as practicable after the Registration Statement becomes effective.
(Approximate Date of Proposed Public Offering)
The Registrant has previously filed a declaration registering an indefinite
number of shares of beneficial interest, without par value, pursuant to Rule
24f-2 under the Investment Company Act of 1940. Accordingly, no filing fee is
payable herewith.
The Registration Statement on Form N-14 of Ranson Managed Portfolios, File No.
333-12529 is hereby incorporated by reference in its entirety. It is proposed
that this filing will become effective immediately upon filing pursuant to Rule
485(b) of the Securities Act of 1933.
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RANSON MANAGED PORTFOLIOS
(THE NEBRASKA MUNICIPAL FUND)
CROSS REFERENCE SHEET
(Pursuant to Rule 481(a) showing the location in the Prospectus and the
Statement of Additional Information of the responses to the Items of Parts A and
B of Form N-14.)
CAPTION OR SUBHEADING IN PROSPECTUS
ITEM NO. ON FORM N-14 OR STATEMENT OF ADDITIONAL
- --------------------------------------- INFORMATION
-----------------------------------
Part A -- Information Required in the
Prospectus
Item 1. Beginning of the Registration Cover Page
Statement and Outside Front
Cover Page of Prospectus
Item 2. Beginning and Outside Back Table of Contents
Cover Page of Prospectus
Item 3. Fee Table, Synopsis Synopsis; Risk Factors; Expenses
Information and Risk
Factors
Item 4. Information About the Synopsis; Background and Reasons
Transaction for the Reorganization;
Additional Information about the
Agreement; Exhibit I
Item 5. Information about the Cover Page; Available Information;
Registrant Synopsis; Risk Factors; Comparison
of Investment Objectives and
Policies; Description of Shares
Issued and Rights; Ownership of
Ranson Fund and Heartland Fund
Shares; Capitalization Table;
Additional Information about the
Ranson Fund and the Heartland
Fund; Incorporation by Reference
of Documents in the Prospectus
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Item 6. Information about the Cover Page of Registration Statement;
Company being Acquired Available Information; Synopsis; Risk
Factors; Comparison of Investment
Objective and Policies; Ownership of
Ranson Fund and Heartland Fund
Shares; Capitalization Table;
Additional Information about the
Ranson Fund and the Heartland Fund;
Incorporation by Reference of
Documents in the Prospectus
Item 7. Voting Information Cover Page of Registration Statement;
Notice of Special Meeting of Share-
holders; Introduction, Voting
Information and Requirements;
Description of Shares Issued and
Rights
Item 8. Interest of Certain Persons Not applicable
and Experts
Item 9. Additional Information Not applicable
Required for Reoffering by
Persons Deemed to be
Underwriters
PART B
Item 10. Cover Page Cover Page of Statement of
Additional Information
Item 11. Table of Contents Not applicable
Item 12. Additional Information about Incorporation by Reference of
the Registrant Documents in the Statement of
Additional Information.
Item 13. Additional Information about Incorporation by Reference of
the Company being Acquired Documents in the Statement of
Additional Information.
Item 14. Financial Statements Historical Financial Statements;
Pro Forma Financial Statements
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Part C. -- Other Information
Information required to be included in Part
C is set forth under the appropriate Item, so
numbered, in Part C of this document.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant certifies that it meets all the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1993 and it has duly caused this Post-
Effective Amendment of its Registration Statement to be signed on its behalf by
the undersigned duly authorized in the City of Minot, in the State of North
Dakota on the 16th day of December, 1996.
Ranson Managed Portfolios
by /s/ Robert E. Walstad
--------------------------
Robert E. Walstad, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 16th day of December, 1996:
Signatures Title
/s/ Robert E. Walstad Trustee, Chairman of the Board,
---------------------- President and Treasurer (Principal
Robert E. Walstad Executive Officer and Principal
Accounting Officer)
/s/ Lynn W. Aas Trustee
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Lynn W. Aas
/s/ Orlin W. Backes Trustee
- -----------------------
Orlin W. Backes
/s/ Arthur A. Link Trustee
- -----------------------
Arthur A. Link
-3-
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<TABLE>
<CAPTION>
<S> <C>
1.1. Agreement and Declaration of Trust dated August 10, 1990 (incorporated
by reference to Form N-1A [File No. 33-36324] filed on behalf of
Ranson Managed Portfolios -- The Kansas Municipal Fund).
2.1. By-Laws (incorporated by reference to Form N-1A [File No. 33-36324]
filed on behalf of Ranson Managed Portfolios -- The Kansas Municipal
Fund).
3.1. Not applicable.
4.1. Agreement and Plan of Reorganization: See Exhibit I to Part A of this
Registration Statement.
5.1. Not applicable.
6.1. Management and Investment Advisory Agreement between Registrant and
Ranson Capital Corporation.(1)
7.1. Distribution and Services Agreement between Registrant and Ranson
Capital Corporation.(1)
7.2. Form of Dealer's Agreement.(1)
9.1. Custodian Agreement between Registrant and First Western Bank & Trust
(incorporated by reference to Form N-1A [File No. 33-36324] filed on
behalf of Ranson Managed Portfolios -- The Oklahoma Municipal Fund).
10.1. Form of Accounting and Administrative Services Agreements between
Registrant and ND Resources, Inc. (incorporated by reference to
Form N-1A [File No. 33-36324] filed on behalf of Ranson Managed
Portfolios -- The Oklahoma Municipal Fund).
10.2. Shareholder Services Plan between the Ranson Fund and Ranson Capital
Corporation.(1)
11.1. Opinion and Consent of Chapman and Cutler.(2)
12.1. Tax Opinion Relating to Reorganization and Consent of Chapman and
Cutler.
14.1. Consent of Brady, Martz & Associates, P.C.(2)
14.2. Consent of Arthur Andersen LLP.(2)
15.1. Not applicable.
17.1. Declaration of Registrant under Rule 24f-2.(2)
17.2. Form of Proxy.(3)
</TABLE>
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(1) Previously filed as part of Registrant's Registration Statement on Form
N-1A [File No. 33-36324], Post-Effective Amendment No. 11 and incorporated
by reference herein.
(2) Incorporated by reference to the initial Registration Statement filed on
Form N-14 for Registrant.
(3) Incorporated by reference to the definitive prospectus filed pursuant to
Rule 497 on October 22, 1996 for Registrant.
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Chapman and Cutler
111 West Monroe Street
Chicago, Illinois 60603-4080
December 9, 1996
ND Holdings, Inc.
1 North Main
Minot, North Dakota 58703
Heartland Group, Inc.
790 North Milwaukee Street
Milwaukee, Wisconsin 53202
Ladies and Gentlemen:
We are representing Ranson Managed Portfolios, an unincorporated business
trust organized under the laws of Massachusetts ("Ranson"), acting on behalf of
the Nebraska Municipal Fund (the "Ranson Fund"), in connection with the proposed
transfer of all of the assets and the stated liabilities of the Heartland
Nebraska Tax Free Fund (the "Heartland Fund"), a separate series of the
Heartland Group, Inc., a Maryland corporation (the "Heartland Group"), to the
Ranson Fund in exchange for the issuance to the Heartland Fund of Ranson Fund
shares, followed by the pro rata distribution of such shares to the Heartland
Fund shareholders in liquidation of the Heartland Fund (the "Reorganization"),
pursuant to the Reorganization Agreement, as hereinafter defined. We understand
that the following steps have been or will be taken in order to accomplish the
Reorganization:
(a) On the Closing Date (as defined in the Reorganization Agreement),
the Heartland Fund will assign, deliver and otherwise transfer all of its
assets to the Ranson Fund and the Ranson Fund will in exchange therefor
assume all of the stated liabilities of the Heartland Fund and deliver to
the Heartland Fund shares of the Ranson Fund.
(b) In the Reorganization, the Heartland Fund will distribute the
Ranson Fund shares received to the shareholders of the Heartland Fund and
thereupon the Heartland Fund will liquidate. Upon liquidation of the
Heartland Fund, all issued and outstanding shares of the Heartland Fund
will be canceled on the Heartland Fund's books and the Heartland Fund
shareholders will have no further rights as such shareholders.
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(c) The number of Ranson Fund shares (including fractional shares, if
any) to be issued will be determined by dividing the value of the Heartland
Fund assets, net of the liabilities assumed by the Ranson Fund, by the net
asset value of a Ranson Fund share.
(d) Pursuant to the Reorganization Agreement, at the Closing Date, the
Ranson Fund will succeed to all of the assets and stated liabilities of the
Heartland Fund.
(e) Ranson Capital Corporation will pay all expenses of the Heartland
Fund that are solely and directly related to the Reorganization (subject to
the limitations set forth in the Reorganization Agreement and the Agreement
for Sale and Purchase of Certain Assets of the Heartland Advisors, Inc.),
but will not pay any other expenses of the Heartland Fund. The shareholders
of the Ranson Fund and the Heartland Fund will pay their respective
expenses, if any, involved in connection with the Reorganization.
In connection with the Reorganization, we have reviewed an executed
counterpart of the Agreement and Plan of Reorganization (the "Reorganization
Agreement") by and between Ranson, acting on behalf of the Ranson Fund, and the
Heartland Group, acting on behalf of the Heartland Fund, dated as of September
20, 1996, and, in rendering the opinions set forth herein, with your permission
and with the consent of the Ranson Fund, we have assumed that the facts and
representations contained in letters to us from the Ranson Fund and the
Heartland Group, acting on behalf of the Heartland Fund, both dated
December 9, 1996, were true and correct when made and will remain true and
correct as of the Effective Time and, as to representations qualified by the
knowledge of the management of the Heartland Group and the Ranson Fund, the
underlying facts as of the Effective Time will be consistent with such
knowledge.
Based upon the foregoing and an examination of such matters of law as we
have deemed necessary, we are of the opinion that:
(1) the Reorganization will constitute a tax-free "reorganization"
within the meaning of Section 368(a) of the Code, and Heartland Fund and
Ranson Fund will each be a "party to a reorganization" within the meaning
of Section 368(b) of the Code;
(2) no gain or loss will be recognized by the Ranson Fund on its
receipt of all of the assets of the Heartland Fund in exchange for shares
of the Ranson Fund and the assumption by the Ranson Fund of all the stated
liabilities of the Heartland Fund;
(3) no gain or loss will be recognized by the Heartland Fund on its
transfer of all of its assets to the Ranson Fund solely in exchange for
shares of the Ranson Fund and the assumption by the Ranson Fund of all the
stated liabilities of the Heartland Fund;
2
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(4) no income, gain or loss will be recognized by a shareholder of
Heartland Fund upon the receipt of Ranson Fund shares in exchange for their
shares of Heartland Fund;
(5) the adjusted tax basis of the Ranson Fund shares received by a
shareholder of Heartland Fund pursuant to the Reorganization will equal the
adjusted tax basis of the shares of Heartland Fund surrendered in exchange
therefor;
(6) the holding period of the Ranson Fund shares received by a
shareholder of Heartland Fund in the Reorganization will include the period
during which the shares of Heartland Fund surrendered in exchange therefor
were held, provided that the shareholder held such Heartland Fund shares as
capital assets on the Closing Date;
(7) the basis of the assets of the Heartland Fund in the hands of the
Ranson Fund will be the same as the basis of such assets in the hands of
the Heartland Fund immediately prior to the Reorganization; and
(8) the holding period of the Heartland Fund assets in the hands of
the Ranson Fund will include the holding period of those assets in the
hands of the Heartland Fund immediately prior to the Reorganization.
An opinion of counsel is predicated upon all the facts and conditions as
set forth in the opinion and is based upon counsel's analysis of the statutes,
regulatory interpretations and case law in effect as of the date of the opinion.
It is neither a guarantee of the current status of the law nor should it be
accepted as a guarantee that a court of law or an administrative agency will
concur in the opinion.
Our opinion is limited to the specific matters expressed herein and no
further opinions are intend to be (or should be) inferred therefrom. We are
admitted to practice law in the State of Illinois. The opinions set forth herein
are limited to the federal laws of the United States.
We hereby consent to the references to this opinion in Post-Effective
Amendment No. 1 to Ranson Fund's Registration Statement on Form N-14 as
initially filed with the Securities and Exchange Commission on September 23,
1996 and to the filing of a form of this opinion as an exhibit thereto.
Very truly yours,
Chapman and Cutler
3
