As filed with the Securities and Exchange Commission on June 20, 2000
Registration No. 333-33308
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UNITED STATES
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
DELAFIELD FUND, INC.
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(Exact Name of Registrant as Specified in Charter)
600 Fifth Avenue, New York, New York 10020
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(Address of Principal Executive Offices)
(212) 830-5220
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(Registrant's Telephone Number)
Bernadette N. Finn
c/o Reich & Tang Asset Management L.P.
600 Fifth Avenue, New York, New York 10020
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(Name and Address of Agent for Service)
copy to:
Michael R. Rosella, Esq.
Paul, Hastings, Janofsky & Walker LLP
75 East 55th Street
New York, New York 10022
The Registrant proposes that this filing become effective immediately upon
filing pursuant to Rule 485(b) under the Securities Act of 1933.
No filing fee is due because the Registrant has previously registered an
indefinite number of shares under the Securities Act of 1933 pursuant to Section
24(f) under the Investment Company Act of 1940.
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FORM N-14
DELAFIELD FUND, INC.
Items Required by Form N-14
---------------------------
The Registrant has filed the information required in the prospectus/proxy
statement in the definitive filing of its Registration Statement on Form N-14
pursuant to Rule 497(j) on May 26, 2000 (accession #903112-00-897), and it is
hereby incorporated by reference. The Registrant has not amended its
prospectus/proxy statement.
Part A
Form N-14
Item No. Prospectus Heading
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1(a) Cross Reference Sheet
(b) Front Cover Page
(c) *
2(a) *
(b) Table of Contents
3(a) Introduction - Comparison of Fees and Expenses
(b) Introduction - Synopsis
(c) Introduction - Principal Risk Factors
4(a) Information About the Reorganization
(b) Information About the Reorganization - Capitalization Table
5(a) Registrant's Prospectus
(b) *
(c) *
(d) *
(e) *
(f) Additional Information About the Funds - Further Information
6(a) Reich & Tang Equity Fund Inc's Prospectus; Synopsis;
Additional Information About the Funds
(b) Additional Information About the Funds - Further Information
(c) *
(d) *
7(a) Proxy Card; Information About the Reorganization - The Plan
and Vote Required; Voting Matters
(b) *
(c) Proxy Card; Information About the Reorganization - The Plan
and Vote Required; Voting Matters
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* Not applicable or negative answer.
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Part A
Form N-14
Item No. Prospectus Heading
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8(a) *
(b) *
9 *
Part B of
Form N-14
Item No. Statement of Additional Information Heading
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10(a) Cover Page
10(b) Cover Page
11 *
12(a) Registrant's Statement of Additional Information
12(b) *
12(c) *
13(a) *
13(b) *
13(c) *
14 Annual Reports of the Registrant and Reich & Tang
Equity Fund Inc., both dated December 31, 1999
containing audited financial statements for the
fiscal year ended December 31, 1999; Statement of
Additional Information relating to this Combined
Proxy Statement/Prospectus containing pro forma
financial statements for the fiscal year ended
December 31, 1999
Part C of
Form N-14
Item No. Other Information Heading
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15 Indemnification
16 Exhibits
17 Undertakings
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* Not applicable or negative answer.
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PART C
OTHER INFORMATION
Item 15 Indemnification
In accordance with Section 2-418 of the General Corporation Law of the
State of Maryland, Article NINTH of the Registrant's Articles of Incorporation
provide as follows:
NINTH: (1) The Corporation shall indemnify (i) its currently acting and
former directors and officers, whether serving the Corporation or at its request
any other entity, to the fullest extent required or permitted by the General
Laws of the State of Maryland now or hereafter in force, including the advance
of expenses under the procedures and to the fullest extent permitted by law, and
(ii) other employees and agents to such extent as shall be authorized by the
Board of Directors or the By-Laws and as permitted by law. Nothing contained
herein shall be construed to protect any director or officer of the Corporation
against any liability to the Corporation or its security holders to which he
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
office. The foregoing rights of indemnification shall not be exclusive of any
other rights to which those seeking indemnification may be entitled. The Board
of Directors may take such action as is necessary to carry out these
indemnification provisions and is expressly empowered to adopt, approve and
amend from time to time such by-laws, resolutions or contracts implementing such
provisions or such indemnification arrangements as may be permitted by law. No
amendment of the charter of the Corporation or repeal of any of its provisions
shall limit or eliminate the right of indemnification provided hereunder with
respect to acts or omissions occurring prior to such amendment or repeal.
(2) To the fullest extent permitted by Maryland statutory or
decisional law, as amended or interpreted, and the Investment Company Act of
1940, no director or officer of the Corporation shall be personally liable to
the Corporation or its stockholders for money damages; provided, however, that
nothing herein shall be construed to protect any director or officer of the
Corporation against any liability to the Corporation or its security holders to
which he would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the conduct of
his office. No amendment of the charter of the Corporation or repeal of any of
its provisions shall limit or eliminate the limitation of liability provided to
directors and officers hereunder with respect to any act or omission occurring
prior to such amendment or repeal.
Pursuant to Section 8 of the Distribution Agreement, the Registrant has
agreed to indemnify, defend and hold harmless the Distributor and any person who
controls the Distributor within the meaning of Section 15 of the 1933 Act
against any and all claims, liabilities and expenses which the Distributor or
any such controlling person may incur, under the 1933 Act or the 1940 Act or
otherwise, based upon any alleged omission to state a material fact contained in
the Registration Statement or Prospectus or based upon any alleged omission to
state a material fact required to be stated in either of them or necessary to
make the statements in either of them not misleading. However, the Registrant
does not agree to indemnify the parties against any liability to which they
would be subject by reason of willful misfeasance, bad faith, gross negligence,
and reckless disregard of the obligations and duties under the Distribution
Agreement.
Pursuant to Section 9 of the Distribution Agreement, the Distribution
has agreed to indemnify the Registrant and its officers and directors against
any and all claims, demands, liabilities, and expenses which the Registrant or
its officers or directors may incur under the 1933 Act or under common law or
otherwise, to the extent such liability arises out of or is based upon any
alleged untrue statement of a material fact contained in information furnished
in writing by the Distributor to the Registrant for use in the Registration
Statement or Prospectus as in effect from time to time, or shall
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arise out of or be based upon any alleged omission to state a material fact in
connection with such information required to be stated in the Registration
Statement or Prospectus or necessary to make such information not misleading.
Insofar as indemnification for liability arising under the Securities
Act of 1933 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 & 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
as 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) Articles of Incorporation of the Registrant (originally filed
with Pre-Effective Amendment No. 1 on Form N-1A to
Registration Statement No. 33-69760 on November 15, 1993;
re-filed for Edgar purposes only with Post-Effective Amendment
No. 6 on June 17, 1998, and is incorporated by reference
herein).
(2) By-Laws of the Registrant (originally filed with Pre-Effective
Amendment No. 1 on Form N-1A to Registration Statement No.
33-69760 on November 15, 1993, re-filed for Edgar purposes
only with Post-Effective Amendment No. 6 on June 17, 1998, and
incorporated by reference herein).
(3) Not Applicable
(4) Agreement and Plan of Reorganization and Liquidation between
the Registrant and Reich & Tang Equity Fund, Inc. (see Exhibit
A to the Combined Proxy Statement/Prospectus)(originally filed
with the Registration Statement on Form N-14 on March 27,
2000, accession number 903112-00-271, and incorporated by
reference herein).
(5) Form of certificate for shares of Common Stock, par value
$.001 per share, of the Registrant (originally filed with
Pre-Effective Amendment No. 1 on Form N-1A to Registration
Statement No. 33-69760 on November 15, 1993; re-filed for
Edgar purposes only with Post-Effective Amendment No. 6 on
June 17, 1998, and incorporated by reference herein).
(6) Form of Investment Management Contract between the Registrant
and Reich & Tang Asset Management L.P. (filed with
Post-Effective Amendment No. 4 on Form N-1A to Registration
Statement No. 33-69760 on April 23, 1997, and incorporated by
reference herein).
(7) Form of Distribution Agreement between the Registrant and
Reich & Tang Distributors Inc. (filed with Post-Effective
Amendment No. 5 on Form N-1A to Registration Statement No.
33-69760 on April 29,1998, and incorporated by reference
herein).
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(8) Not applicable.
(9) Form of Custody Agreement between the Registrant and Investors
Fiduciary Trust Company (originally filed with Post-Effective
Amendment No. 2 on Form N-1A to Registration Statement No.
33-69760 on January 31, 1995; re-filed for Edgar purposes only
with Post-Effective Amendment No. 6 on June 17, 1998, and
incorporated by reference herein).
(10)(a) Form of Distribution and Service Plan pursuant to Rule 12b-1
under the Investment Company Act of 1940 (Filed with
Post-Effective Amendment No. 6 on Form N-1A to Registration
Statement No. 33-69760 on June 17, 1998, and is incorporated
by reference herein).
(10)(b) Form of Distribution Agreement between the Registrant and
Reich & Tang Distributors, Inc. (see Exhibit (7) above).
(originally filed with the Registration Statement on Form N-14
on March 27, 2000, accession number 903112-00-271, and
incorporated by reference herein.)
(10)(c) Form of Shareholder Servicing Agreement between the Registrant
and Reich &Tang Distributors, Inc. (filed with Post-Effective
Amendment No. 6 on Form N-1A to Registration Statement No.
33-69760 on June 17, 1998, and incorporated by reference
herein).
(10)(d) Form of Administrative Services Agreement between the
Registrant and Reich & Tang Asset Management L.P. (Originally
filed with Registration Statement on Form N-1A to Registration
Statement No. 33-69760 on September 27, 1993, re-filed for
Edgar purposes only with PEA No. 6 on June 17, 1998, and is
incorporated by reference herein).
*(11) Opinion of Paul, Hastings, Janofsky & Walker LLP as to the
legality of the securities being issued.
*(12) Opinion and Consent as to tax consequences of the
reorganization.
(13) Form of Sub-Transfer Agency Agreement Between Registrant and
Investors Fiduciary Trust Company (Originally filed with
Post-Effective Amendment No. 2 on Form N-1A to Registration
Statement No. 33-69760 on January 31, 1995, re-filed for Edgar
purposes only with PEA No. 6 on June 17, 1998, and is
incorporated by reference herein).
(14) Consent of Independent Auditors (filed with Pre-Effective
Amendment No. 2 on Form N-14 on May 8, 2000, accession number
902112-00-834, and is incorporated by reference herein).
(15) Omitted Financial Statements (filed with the Annual Reports
for the Registrant and Reich & Tang Equity Fund, Inc. and
incorporated herein by reference).
(16) Powers of Attorney (originally filed as "Other Exhibit" with
Registration Statement on form N-1A to Registration Statement
No. 33-69760, on September 27, 1993, re-filed
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* Filed herewith.
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for Edgar purposes only, with PEA No. 6 on June 17, 1998, and
is incorporated by reference herein).
(17) 18f-3 Multi-Class Plan (Filed with Post-Effective Amendment
No. 6 on Form N-1A to Registration Statement No. 33-69760 on
June 17, 1998, and is incorporated by reference herein).
(18) Written assurance of New England Investment Companies L.P.
that its purchase of shares of the registrant was for
investment purposes without any present intention of redeeming
or reselling (Filed with Pre-Effective Amendment No. 1 on Form
N-1A to Registration Statement No. 33-69760 on November 15,
1993, re-filed for Edgar purposes only with PEA No. 6 on June
17, 1998, and is incorporated by reference herein).
Item 17 Undertakings
(1) Registrant agrees that, prior to any public reoffering of the
securities registered through the use of a prospectus which is 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, the reoffering prospectus will contain the information called
for by the applicable registration form for the 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 (a) above will be filed as 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, 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.
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SIGNATURES
As required by the Securities Act of 1933, this Post-Effective
Amendment No. 1 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
15th day of June, 2000.
DELAFIELD FUND, INC.
By: /s/ Bernadette N. Finn
-------------------------
Bernadette N. Finn, Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No.1 to the Registration Statement on Form N-14 has
been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
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<S> <C> <C>
(l) Principal Executive
Officer:
/s/ J. Dennis Delafield Chairman June 15, 2000
-------------------------- and Director
J. Dennis Delafield
(2) Principal Financial and
Accounting Officer:
/s/ Richard De Sanctis Treasurer June 15, 2000
-------------------------
Richard De Sanctis
(3) Majority of Directors:
J. Dennis Delafield Director
W. Giles Mellon Director
Yung Wong Director
Robert Straniere Director
By: /s/ Bernadette N. Finn June 15, 2000
-------------------------
Bernadette N. Finn
Attorney-in-Fact*
</TABLE>
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* Filed as "Other Exhibit" with Registration Statement on form N-1A to
Registration Statement No. 33-69760, on September 27, 1993, re-filed
for Edgar purposes only, with PEA No. 6 on June 17, 1998, and is
incorporated by reference herein.
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EXHIBIT INDEX
Exhibit Description
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(11) Opinion of Paul, Hastings, Janofsky & Walker LLP as to the
legality of the securities being issued.
(12) Opinion and Consent as to tax consequences of the
reorganization.
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