Registration No. 333-03031
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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. [X] Post-Effective Amendment No. 1
(Check appropriate box or boxes)
THE LAZARD FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
(212) 632-6400
(Area Code and Telephone Number)
30 Rockefeller Plaza, New York, New York 10020
(Address of Principal Executive Offices: Number,
Street, City, State, Zip Code)
(Name and Address of Agent for Service)
William G. Butterly, III, Esq.
c/o Lazard Freres & Co. LLC
30 Rockefeller Plaza
58th Floor
New York, New York 10020
copy to:
Stuart H. Coleman, Esq.
Stroock & Stroock & Lavan
7 Hanover Square
New York, New York 10004-2696
Approximate Date of Proposed Public Offering: As soon as practicable
after this Registration Statement is declared effective.
It is proposed that this filing will become effective (check
appropriate box):
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[X] 60 days after filing pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on (date) pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
[ ] this Post-Effective Amendment designates a new effective date for a
previously filed Post-Effective Amendment.
Registrant has previously filed a declaration of indefinite registration
of its shares pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended; accordingly, no fee is payable herewith. Registrant's Rule 24f-2
Notice for the fiscal year ended December 31, 1995 was filed on February 27,
1996.
<PAGE>
THE LAZARD FUNDS, INC.
Cross Reference Sheet
Pursuant to Rule 481(a) Under the Securities Act of 1933
<TABLE>
<CAPTION>
Prospectus/Proxy
Form N-14 Item No. Statement Caption
Part A
<S> <C> <C>
Item 1. Beginning of Registration
Statement and Outside Front
Cover Page of Prospectus Cover Page
Item 2. Beginning and Outside Back
Cover Page of Prospectus Cover Page
Item 3. Synopsis Information and Risk
Factors Summary
Item 4. Information About the
Transaction Letter to Shareholders;
Summary; Information about the Exchange
Item 5. Information About the
Registrant Letter to Shareholders; Comparison of the Portfolios
Item 6. Information About the Company
Being Acquired Letter to Shareholders; Comparison of the Portfolios
Item 7. Voting Information Letter to Shareholders; Voting Information
Item 8. Interest of Certain Persons
and Experts Not Applicable
Item 9. Additional Information
Required for Reoffering by
Persons Deemed to be Under-
writers Not Applicable
Statement of Additional
Part B Information Caption
Item 10. Cover Page Cover Page
Item 11. Table of Contents Not Applicable
Item 12. Additional Information About
the Registrant Statement of Additional Information of The Lazard Funds, Inc.
dated May 1, 1996(1)
Item 13. Additional Information About
the Company Being Acquired Statement of Additional Information of The Lazard
Funds, Inc. dated May 1, 1996(1)
Item 14. Financial Statements Annual Report of The Lazard Funds, Inc.
for fiscal year ended December 31, 1995.
Part C
Item 15. Indemnification
Item 16. Exhibits
Item 17. Undertakings
<FN>
1 Incorporated herein by reference to the Registration Statement of the
Registrant on Form N-1A dated May 1, 1996 (File No. 33-40682).
</FN>
</TABLE>
<PAGE>
THE LAZARD FUNDS, INC.
PART C
OTHER INFORMATION
Item 15. Indemnification.
The response to this item is incorporated by reference to Item 27 of
Part C of Post-Effective Amendment No. 9 to the Registrant's Registration
Statement on Form N-1A as filed on December 30, 1995.
Item 16. Exhibits - All references are to the Registrant's
Registration Statement on Form N-1A (File No. 33-40682)
(the "Registration Statement"), unless otherwise noted.
(1)(a) Registrant's Articles of Incorporation are incorporated by
reference to Registrant's Registration Statement on Form
N-1A, filed on May 20, 1991.
(1)(b) Form of Articles of Amendment is incorporated by reference
to Exhibit (1)(b) to Registrant's Registration Statement on
Form N-14, filed on May 1, 1996.
(2) Registrant's Bylaws are incorporated by reference to
Registrant's Registration Statement on Form N-1A, filed on
May 20, 1991.
(3) Not Applicable.
(4) Form of Agreement and Plan of Reorganization is incorporated
by reference to Exhibit (4) to Registrant's Registration
Statement on Form N-14, filed on May 1, 1996.
(5) Not Applicable.
(6) Registrant's Investment Management Agreements are
incorporated by reference to Post-Effective Amendment Nos.
5, 6 and 8 to Registrant's Registration Statement on Form
N-1A, filed on September 1, 1993, March 31, 1994 and
December 14, 1995, respectively.
(7) Registrant's Distribution Agreement is incorporated by
reference to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed on July 23,
1991.
(8) Not Applicable.
(9) Registrant's Custody Agreement is incorporated by
reference to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed on July 23,
1991.
(10) Not Applicable.
(11) Opinion and consent of Stroock & Stroock & Lavan regarding
legality of issuance of shares and other matters.
(12) Opinion and consent of Stroock & Stroock & Lavan regarding
tax matters is incorporated by reference to Exhibit (12)
to Registrant's Registration Statement on Form N-14, filed
on May 1, 1996.
(13) Not Applicable.
(14) Consent of Independent Auditors is incorporated by reference
to Exhibit (14) to Registrant's Registration Statement on
Form N-14, filed on May 1, 1996.
(15) Not Applicable.
(16) Powers of Attorney are incorporated by reference to the
signature page of Registrant's Registration Statement on
Form N-14, filed on May 1, 1996.
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, 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 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, 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.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this Amendment to Registration
Statement has been signed on behalf of the Registrant, in the City of New York,
State of New York, on the 18th day of June, 1996.
THE LAZARD FUNDS, INC.
(Registrant)
By:/s/Herbert W. Gullquist*
---------------------------------
Herbert W. Gullquist, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
/s/Herbert W. Gullquist* President and Director June 18, 1996
- ------------------------- (Principal Executive
Herbert W. Gullquist Officer)
/s/ Gus Coutsouros Treasurer June 18, 1996
- ------------------ (Principal Financial
Gus Coutsouros and Accounting Officer)
/s/Norman Eig* Director June 18, 1996
- -------------------------
Norman Eig
/s/John J. Burke* Director June 18, 1996
- ------------------------
John J. Burke
/s/Kenneth S. Davidson* Director June 18, 1996
- -----------------------
Kenneth S. Davidson
/s/Lester Z. Lieberman* Director June 18, 1996
- -----------------------
Lester Z. Lieberman
/s/Richard Reiss, Jr.* Director June 18, 1996
- -----------------------
Richard Reiss, Jr.
/s/John Rutledge* Director June 18, 1996
- -----------------------
John Rutledge
/s/Carl Frischling* Director June 18, 1996
- ----------------------
Carl Frischling
* By: /s/ William G. Butterly, III
-------------------------------
William G. Butterly, III
Attorney-in-fact
<PAGE>
INDEX OF EXHIBITS
(11) Opinion and Consent of Stroock & Stroock & Lavan
regarding the legality of the issuance of shares.
<PAGE>
Exhibit 11
June 10, 1996
The Lazard Funds, Inc.
30 Rockefeller Plaza
New York, New York 10020
Ladies and Gentlemen:
We have acted as counsel to The Lazard Funds, Inc. (the "Fund") in
connection with the issuance by the Fund of shares of common stock (the
"Shares") of its Lazard Small Cap Portfolio (the "Small Cap Portfolio") pursuant
to an Agreement and Plan of Reorganization (the "Plan") dated as of April 23,
1996 between the Small Cap Portfolio and the Fund's Lazard Special Equity
Portfolio (the "Special Equity Portfolio"). Under the Plan, if approved by the
Special Equity Portfolio's shareholders, the Small Cap Portfolio will acquire
the Special Equity Portfolio's assets in exchange for the Shares. In connection
with the Plan, the Fund has filed a Registration Statement on Form N-14 (the
"Registration Statement") registering the Shares to be issued pursuant to the
Plan.
We have examined copies of the Fund's Charter, together with a proposed
form of Articles of Amendment that would reclassify the shares of common stock
of the Fund's Special Equity Portfolio as shares of common stock of the Fund's
Small Cap Portfolio ("Articles of Amendment"). We have also examined the By-Laws
of the Fund, the Registration Statement and such other documents, records,
papers, statutes and authorities as we deemed necessary to form a basis for the
opinion hereinafter expressed. In our examination of such material, we have
assumed the genuineness of all signatures and the conformity to original
documents of all copies submitted to us. As to various questions of fact
material to such opinion, we have relied upon statements and certificates of
officers and representatives of the Fund and others.
Attorneys involved in the preparation of this opinion are admitted only to
the bar of the State of New York. As to various questions arising under the laws
of the State of Maryland, we have relied on the opinion of Venable, Baetjer and
Howard, LLP, a copy of which is attached hereto. Qualifications set forth in
their opinion are deemed incorporated herein.
Based upon the foregoing, we are of the opinion that when the Charter
amendment encompassed in the Articles of Amendment has been duly approved by the
Special Equity Portfolio's stockholders and the Articles of Amendment have been
accepted for record by the Maryland State Department of Assessments and Taxation
and become effective, the Shares will have been duly authorized, and their
issuance thereafter in accordance with the Plan and the Articles of Amendment,
subject to compliance with applicable federal and state laws regulating the
distribution of securities, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the Prospectus/Proxy
Statement included in the Registration Statement, and to the filing of this
opinion as an exhibit to any application made by or on behalf of the Fund or any
distributor or dealer in connection with the registration and qualification of
the Fund or its Shares under the securities laws of any state or jurisdiction.
In giving such permission, we do not admit hereby that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933 or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Stroock & Stroock & Lavan
STROOCK & STROOCK & LAVAN
<PAGE>
Exhibit 11
June 10, 1996
Stroock & Stroock & Lavan
Seven Hanover Square
New York, New York 10004-2594
Re: The Lazard Funds, Inc.
Ladies and Gentlemen:
We have acted as special Maryland counsel to The Lazard Funds, Inc., a
Maryland corporation (the "Company"), in connection with the Agreement and Plan
of Reorganization dated April 23, 1996 (the "Plan") and a related amendment to
the Company's Charter effecting a transfer of the economic interest in the
assets attributable to the Company's Class H Common Stock (the "Special Equity
Portfolio") to the Company's Class F Common Stock (the "Small Cap Portfolio") in
exchange for shares of Common Stock, par value $.001 per share, of the Small Cap
Portfolio and the distribution of such shares to the stockholders of the Special
Equity Portfolio (the "Transaction"). Capitalized terms used herein have the
same meanings ascribed to them in the Plan unless defined otherwise herein.
We have examined the Company's Charter, together with a proposed form of
Articles of Amendment that would reclassify shares of Common Stock of the
Special Equity Portfolio of the Company as shares of Common Stock of the Small
Cap Portfolio of the Company (the "Articles of Amendment"). We have also
examined the Company's Bylaws, its Registration Statement on Form N-14
filed with the Securities and Exchange Commission substantially in the form in
which it has become effective (the "Registration Statement"), and the Plan. We
have further examined and relied upon a certificate of the Maryland State
Department of Assessments and Taxation ("SDAT") to the effect the Company is
duly incorporated and existing under the laws of the State of Maryland and is in
good standing and duly authorized to transact business in the State of Maryland.
We have also examined and relied upon a certificate of the Secretary of the
Company certifying, among other matters, (i) the Plan and the Articles of
Amendment presented to us as being substantially in the form approved by the
Board of Directors of the Company; and (ii) the resolutions of the Board of
Directors of the Company relating to the Plan, the Articles of Amendment, and
the issuance of the shares of Common Stock of the Small Cap Portfolio pursuant
to the Plan and the related amendment to the Charter.
We have further assumed, without independent verification, the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, and the conformity with originals of all documents submitted to us as
copies.
Based on such examination and assumptions, we are of the opinion that:
1. The Company is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Maryland.
2. When the charter amendment encompassed in the Articles of Amendment has
been duly approved by the stockholders of the Company and the Articles of
Amendment have been accepted for record by SDAT and become effective, the shares
of Common Stock of the Small Cap Portfolio to be issued in the Transaction will
have been duly authorized and upon their issuance thereafter in accordance with
the Plan and the Articles of Amendment will, to the extent of the number of
shares of Common Stock of the Small Cap Portfolio then authorized in the Charter
of the Company and unissued, be validly issued, fully paid and nonassessable
shares of Common Stock of the Small Cap Portfolio of the Company.
This letter expresses our opinion with respect to the Maryland General
Corporation Law governing the matters set forth above. It does not extend to the
securities or "Blue Sky" laws of Maryland, to federal securities laws, or to
other laws.
You may rely upon our opinion in rendering your opinion to the Company that
is to be filed as an exhibit to the Registration Statement. We consent to the
filing of this opinion as an exhibit to the Registration Statement. This opinion
may not be relied upon by any other person or for any other purpose without our
prior written consent.
Very truly yours,
/s/ Venable, Baetjer and Howard, LLP
Venable, Baetjer and Howard, LLP
