As Filed With the Securities And Exchange Commission on March 14, 1996
Registration No. 33-64203
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_
___________________________AMT CAPITAL FUND, INC.___________________
(Exact Name of Registrant as Specified in Charter)
___________________________600 Fifth Avenue New York, New York 10020______
(Address of Principal Executive Offices) (Zip Code)
___________________________(212) 332-5211_______________________________
(Registrant's Telephone Number, Including Area Code)
William E. Vastardis, Treasurer
AMT Capital Fund, Inc.
600 Fifth Avenue
New York, New York 10020
(Name and Address of Agent for Service of Process)
Copies to: Andrew D. Gordon
Lehman Brothers Funds, Inc.
3 World Financial Center
New York, New York 10285
William Goodwin, Esq. Gary S. Schpero, Esq.
Dechert Price & Rhoads Simpson Thacher & Bartlett
477 Madison Avenue 425 Lexington Avenue
New York, New York 10022 New York, New York 10022
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 immediately after filing
pursuant to paragraph (b) of Rule 485.
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. The Registrant filed a
Rule 24f-2 Notice for its most recent fiscal year ended December 31, 1994 on
February 28, 1995.
AMT CAPITAL FUND, INC.
FORM N-14
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following pages and documents:
Front Cover
Contents Page
Cross-Reference Sheet
Letters to Shareholders
Notice of Special Meeting
PART A
Combined Prospectus/Proxy Statement
PART B
Statement of Additional Information
PART C
Other Information
Signatures
Exhibit
AMT CAPITAL FUND, INC.
REGISTRATION STATEMENT OF FORM N-14
CROSS REFERENCE SHEET
N-14 Location in
Item No. Registration Statement
Part A: Information Required In
Prospectus/Proxy Statement
1. Beginning of Registration Statement
and Outside Front Cover Page of
Prospectus Cover Page; Cross Reference Sheet
2. Beginning and Outside Back Cover
Page of Prospectus Table of Contents
3. Synopsis Information and Risk Factors Synopsis; Principal Risk Factors
4. Information About the Transaction Synopsis; Proposal 1 and
Comparative Expense Table
5. Information About the Registrant Synopsis; Principal Risk Factors;
Additional Information About AMT
Capital Fund, Inc. and Its Shares
Preliminary Statement of Additional
Information; Miscellaneous;
Preliminary Prospectus of Class B
shares of U.S. Selected Growth
Portfolio, a portfolio of AMT
Capital Fund, Inc.
6. Information About the Company
Being Acquired Synopsis; Principal Risk Factors;
Additional Information About Lehman
Brothers Funds, Inc. and Its
Shares;Miscellaneous; Current
Prospectus of Lehman Selected
Growth Stock Portfolio, a portfolio
of Lehman Brothers Funds, Inc.
7. Voting Information Introduction and Voting
Information; Synopsis
8. Interest of Certain Persons and Introduction and Voting Information
Expense Proposal 1 The Plan of
Reorganization
9. Additional Information Required for
Reoffering by Persons Deemed to be
Underwriters Not Applicable
Part B: Information Required In
Statement of Additional Information
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. Additional Information About
the Registrant Preliminary Statement of Additional
Information of Class B Shares of
U.S. Selected Growth Portfolio, a
portfolio of the AMT Capital Fund,
Inc.
13. Additional Information About the
Company Being Acquired Current Statement of Additional
Information of Lehman Selected
Growth Stock Portfolio, a series
of Lehman Brothers Funds, Inc.
14. Financial Statements Current Annual Report of
Lehman Brothers Funds, Inc.
Part C. Other Information
15. Indemnification Indemnification
16. Exhibits Exhibits
17. Undertakings Undertakings
AMT CAPITAL FUND, INC.
USG 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. In
this regard, the Registrant undertakes to abide by the provisions
of Investment Company Act Releases No. 11330 and 7221 until
amended or superseded by subsequent interpretation of legislative
or judicial action.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
Item 16. Exhibits
(1)(a)(b) Articles of Incorporation, dated August 3, 1993 (previously filed as
Exhibit (1) to Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A, File Nos. 33-66840, 811-7928).
Articles of Amendment to Articles of Incorporation, dated October 28, 1993
(previously filed as Exhibit (1b) to Pre-Effective Amendment No. 3 to
Registrant's Registration Statement on Form N-1A, File Nos. 33-66840, 811-
7928).
(1)(c) Form of Articles Supplementary of Registrant (previously filed as
Exhibit (1)(c) to the Registrant's Registration Statement on Form N-14, filed
on November 14, 1995, File No. 33-64203).
(2) By-laws (previously filed as Exhibit (2) to Pre-Effective Amendment No. 2
to Registrant's Registration Statement on Form N-1A, File Nos. 33-66840,
811-7928).
(3) Not Applicable.
(4) Form of Agreement and Plan of Reorganization previously filed as Appendix
A to the Registrant's Registration Statement on Form N-14, filed on December
14, 1995, File No. 33-64203.
(5) Specimen of Stock Certificates (previously filed as Exhibit (4) to Pre-
Effective Amendment No. 3 to Registrant's Registration Statement on Form N-1A,
File Nos. 33-66840, 811-7928).
(6)(a) Form of Investment Advisory Agreement between the Registrant and AMT
Capital Advisers, Inc. (previously filed as Exhibit (6) to the Registrant's
Registration Statement on Form N-14, filed on November 14, 1995, File No. 33-
64203.
(6)(b) Form of Sub-Advisory Agreement between AMT Capital Advisers, Inc. and
Delphi Asset Management, filed as Exhibit (6)(b) to the Registrant's
Registration Statement on Form N-14, filed on December 14, 1995, File No. 33-
64203.
(7)(a) Distribution Agreement, dated October 29, 1993 between the Registrant
and AMT Capital Services, Inc. (previously filed as Exhibit (6) to Pre-
Effective Amendment No. 3 to the Registrant's Registration Statement on Form
N-1A, File Nos., 33-66840, 811-7928.
(8) Not Applicable.
(9) Custodian Agreement, dated October 29, 1993 between the Registrant and
Investors Bank & Trust Company (previously filed as Exhibit (8) to Post-
Effective Amendment No. 2 to Registrant's Registration Statement on Form N-1A
File Nos. 33-66840, 811-7928.
(10)(a) Form of Services and Distribution Plan pursuant to Rule 12b-1 Plan
between Registrant and Lehman Funds Incorporated previously filed as Exhibit
(10) to the Registrant's Registration Statement on Form N-14, filed on
November 14, 1995, File No. 33-64203.
(10)(b) Form of Multiclass Plan, previously filed as Exhibit (10)(b) to the
Registrant's Registration Statement on Form N-14, filed on December 14, 1995,
File No. 33-64203.
(11) Opinion and Consent of Dechert Price & Rhoads (previously filed as
Exhibit (11) to the Registrant's Statement on Form N-14, filed on November 14,
1995, File No. 33-64203).
(12) Opinion of Dechert Price & Rhoads regarding certain tax matters and
consequences to shareholders filed herewith.
(13) Transfer Agency and Service Agreement, dated October 29, 1993 between the
Registrant and Investors Bank & Trust Company (previously filed as Exhibit
(9a) to Pre-Effective Amendment No. 3 to the Registrant's Registration
Statement on Form N-1A, File Nos. 33-66840, 811-7928).
(14) Consents of Ernst & Young LLP independent auditors for the SGS Portfolio
and the AMT Capital Fund, Inc. (previously filed as Exhibit (14) to the
Registrant's Statement on Form N-14, filed on November 14, 1995, File No. 33-
64203).
(15) There are no financial statements omitted pursuant to Item 14(a)(1).
(16) Not applicable.
(17) Rule 24f-2 Notice of Registrant (previously filed as Exhibit (17) to the
Registrant's Statement on Form N-14, filed on November 14, 1995, File No.
64203).
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 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to the 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 14th day of March, 1996.
AMT CAPITAL FUND, INC.
By: \s\ Alan M. Trager
Alan M. Trager,
President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement had been signed below
by the following persons in the capacities and on the dates indicated.
Signature Title Date
_________*________ Director March 14, 1996
Robert B. Allardice, III
_________*________
Patricia M. Gammon Director March 14, 1996
\s\_Alan M. Trager___ President March 14, 1996
Alan M. Trager and Director
\s\ Carla E. Dearing Vice President March 14, 1996
Carla E. Dearing
\s\ William E. Vastardis Secretary and March 14, 1996
William E. Vastardis Treasurer
*Attorney-in-Fact \s\William E. Vastardis
INDEX TO EXHIBITS INCLUDED IN PART C
Exhibit 1(c) Articles Supplementary of Registrant
Exhibit 6 Form of Investment Advisory Agreement between Registrant and
AMT Capital Advisers, Inc.
Exhibit 6(b) Form of Sub-Advisory Agreement between AMT Capital
Advisers, Inc. and Delphi Asset Management
Exhibit 7(b) Form of Dealer Agreement to be used by AMT Capital
Services, Inc.
Exhibit 10 Form of Services and Distribution Plan pursuant to
Rule 12b-1 Plan between Registrant and Lehman Brothers
Incorporated
Exhibit 10 (b) Form of Multiclass Plan
Exhibit 11 Opinion and Consent of Dechert Price & Rhoads
Exhibit 12 Opinion of Dechert Price & Rhoads regarding certain tax
matters and consequences to shareholders filed herewith
Exhibit 14 Consent of Ernst & Young LLP, independent auditors for SGS
Portfolio
Exhibit 17 Rule 24f-2 Notice of Registrant
November 10, 1995
Lehman Brothers Funds, Inc.
in respect of
Lehman Selected Growth Stock Portfolio
3 World Financial Center
New York, NY 10285
AMT Capital Fund, Inc.
in respect of
U.S. Selected Growth Portfolio
430 Park Avenue, 17th Floor
New York, NY 10022
Gentlemen:
You have requested our opinion regarding certain federal income tax consequences
to Lehman Selected Growth Stock Portfolio ("Target"), a separate series of
Lehman Brothers Funds, Inc. ("Lehman"), to the holders of the shares of common
stock (the "shares") of Target (the "Target shareholders"), an to U.S. Selected
Growth Portfolio ("Acquiring Fund"), a separate series of AMT Capital Fund, Inc.
("AMT"), in connection with the proposed transfer of substantially all of the
assets of Target to Acquiring Fund in exchange solely for voting shares of
common stock of Acquiring Fund ("Acquiring Fund shares") and the assumption
by Acquiring Fund of the liabilities of Target, followed by the distribution of
such Acquiring Fund shares received by Target in complete liquidation, all
pursuant to the form of Agreement and Plan of Reorganization (the "Plan") (the
"Reorganization").
For purposes of this opinion, we have examined and rely upon (1) the Plan, (2)
the draft Form N-14, to be filed by AMT with the Securities and Exchange
Commission, (3) the facts and representations contained in the letter dated
November 10, 1995, addressed to us from Lehman, (4) the facts and
representations contained in the letter dated November 10, 1995, addressed to us
from AMT, and (5) 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 (a) the
Reorganization taking place in the manner described in the Plan and the Form
N-14 referred to above, (b) the facts and representations contained in the
letters dated November 10, 1995, addressed to us from Lehman and AMT,
respectively, being true and accurate as of the closing date of the
Reorganization, and (c) there being no change in the Code, United States
Treasury regulations, judicial decisions, or administrative rulings and
pronouncements of the Internal Revenue Service between the date hereof and
the closing date of the Reorganization.
Based upon the foregoing, it is our opinion that:
(1) The acquisition by Acquiring Fund of substantially all of the assets of
Target in exchange solely for Acquiring Fund shares and the assumption by
Acquiring Fund of the liabilities of Target, followed by the distribution of
such Acquiring Fund shares to the Target shareholders in exchange for their
Target shares in complete liquidation of Target, will constitute a
reorganization within the meaning of Section 368(a) of the Code. Acquiring
Fund and Target 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 to Target upon the transfer of
substantially all of its assets to Acquiring Fund in exchange solely for
Acquiring Fund shares and the assumption by Acquiring Fund of the liabilities
of Target, or upon the distribution to the Target shareholders of the Acquiring
Fund shares.
(3) No gain or loss will be recognized by Acquiring Fund upon the receipt of
Target's assets in exchange for Acquiring Fund shares.
(4) The basis of the assets of Target in the hands of Acquiring Fund will be, in
each instance, the same as the basis of those assets in the hands of Target
immediately prior to the Reorganization exchange.
(5) The holding period of Target's assets in the hands of Acquiring Fund will
include the period during which the assets were held by Target.
(6) No gain or loss will be recognized to the Target shareholders upon the
receipt of Acquiring Fund shares solely in exchange for Target shares.
(7) The basis of the Acquiring Fund shares received by the Target shareholders
will be the same as the basis of the Target shares surrendered in exchange
therefor.
(8) The holding period of the Acquiring Fund shares received by the Target
shareholders will include the holding period of the Target shares surrendered
in exchange therefor, provided that such Target shares were held as capital
assets in the hands of the Target shareholders upon the date of the exchange.
We express no opinion as to the federal income tax consequences of the
Reorganization except as expressly set forth above, or as to any transaction
except those consummated in accordance with the Plan.
This opinion must be confirmed by us in writing on the closing date of the
Reorganization or will be deemed to have been withdrawn.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form N-14 filed by AMT with the Securities and
Exchange Commission.
Very truly yours,
/s/ Dechert Price & Rhoads
March 5, 1996
Lehman Brothers Funds, Inc.
in respect of
Lehman Selected Growth Stock Portfolio
3 World Financial Center
New York, New York 10285
AMT Capital Fund, Inc.
in respect of
U.S. Selected Growth Portfolio
430 Park Avenue, 17th Floor
New York, New York 10022
Gentlemen:
We hereby confirm our opinion, dated November 10, 1995 and
addressed to you, regarding certain federal income tax
consequences to Lehman Selected Growth Stock Portfolio
("Target"), a separate series of Lehman Brothers Funds, Inc.
("Lehman"), to the holders of the shares of common stock (the
"shares") of Target (the "Target shareholders"), and to U.S.
Selected Growth Portfolio ("Acquiring Fund"), a separate series
of AMT Capital Fund, Inc. ("AMT"), in connection with the
proposed transfer of substantially all of the assets of Target to
Acquiring Fund in exchange solely for voting shares of common
stock of Acquiring Fund ("Acquiring Fund shares") and the
assumption by Acquiring Fund of the liabilities of Target,
followed by the distribution of such Acquiring Fund shares
received by Target in complete liquidation of Target, all
pursuant to the Agreement and Plan of Reorganization (the "Plan")
dated December 14, 1995 (the "Reorganization").
For purposes of this opinion, as hereby confirmed, we have
examined and rely upon (1) the Plan, (2) the Form N-14 filed by
AMT with the Securities and Exchange Commission, (3) the facts
and representations contained in the letters dated November 10,
1995, addressed to us from Lehman, Lehman Brothers Inc. and AMT,
respectively, (4) the facts and representations contained in the
letters of today's date, addressed to us from Lehman, Lehman
Brothers Inc. and AMT, respectively, and (5) such other documents
and instruments as we have deemed necessary or appropriate for
purposes of rendering this opinion.
The opinion, as hereby confirmed, 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.
We express no opinion as to the federal income tax
consequences of the Reorganization except as expressly set forth
in the opinion, as hereby confirmed, or as to any transaction
except those consummated in accordance with the Plan.
Very truly yours,
/s/ Dechert Price & Rhoads
