As filed with the Securities and Exchange Commission on August 29, 1997
Registration Nos. 333-25485/811-8532
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. _____ [ ]
Post-Effective Amendment No. __1__ [X]
- --------------------------------------------------------------------------------
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
(Exact Name of Registrant as Specified in Charter)
4500 Main Street,
P.O. Box 419200
Kansas City, MO 64141-6200
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: 415-965-8300
Pat Looby, Esq.
4500 Main Street
P.O. Box 419200
Kansas City, MO 64141-6200
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: On or after August 29, 1997.
It is proposed that this filing will become immediately pursuant to Rule 485(b)
under the Securities Act of 1933.
Calculation of Registration Fee under the Securities Act of 1933: No filing fee
is required because an indefinite number of shares have previously been
registered on Form N-1A (Registration Nos. 33-79482/811-8532) pursuant to Rule
24f-2 under the Investment Company Act of 1940. The Registrant filed a Rule
24f-2 Notice on Form 24f-2 with respect to its fiscal year ended November 30,
1996.
<PAGE>
This Post-Effective Amendment No. 1 to the Registrant's Registration Statement
on Form N-14 is being filed pursuant to an undertaking to file an executed
opinion of tax counsel pursuant to the reorganization contemplated by the
Registration Statement concurrent with or prior to the closing of the
reorganization. This Post-Effective Amendment makes no other changes to Form
N-14, as filed with the Commission on April 18, 1997, and hereby incorporates
herein by reference Part A and Part B from such Registration Statement.
<PAGE>
Part C Other Information.
Item 16 Exhibits.
The following Exhibit is hereby added by this Post-Effective Amendment No. 1 to
the Registrant's Registration Statement on Form N-14:
(12) Opinion and Consent of Counsel as to the tax matters and consequences
to shareholders with respect to the Capital Manager Fund, a portfolio
of American Century Manager Funds, in connection with its
reorganization into the Strategic Allocation: Conservative Fund, a
portfolio of the Registrant, is included herein.
(16) Power of Attorney dated February 15, 1997, is filed herein.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, as amended, this
Registration Statement has been signed on behalf of the Registrant, in the City
of Kansas City, State of Missouri, on the 29th day of August, 1997.
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
Registrant
/s/ Douglas A. Paul
Douglas A. Paul
Vice President and Associate General Counsel
As required by the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
Signatures Title Date
<S> <C> <C>
*/s/James M. Benham Chairman of the Board of Trustees, August 29, 1997
- --------------------------- President, and
James M. Benham Chief Executive Officer
*/s/Albert A. Eisenstat Trustee August 29, 1997
- ---------------------------
Albert A. Eisenstat
*/s/Ronald J. Gilson Trustee August 29, 1997
- ---------------------------
Ronald J. Gilson
*/s/Myron S. Scholes Trustee August 29, 1997
- ---------------------------
Myron S. Scholes
*/s/Kenneth E. Scott Trustee August 29, 1997
- ---------------------------
Kenneth E. Scott
*/s/Isaac Stein Trustee August 29, 1997
- ---------------------------
Isaac Stein
*/s/James E. Stowers, III Trustee August 29, 1997
- ---------------------------
James E. Stowers, III
*/s/Jeanne D. Wohlers Trustee August 29, 1997
- ---------------------------
Jeanne D. Wohlers
*/s/Maryanne Roepke Chief Financial Officer, August 29, 1997
- --------------------------- Treasurer
Maryanne Roepke
</TABLE>
* By /s/Douglas A. Paul
Douglas A. Paul, Attorney in Fact
Pursuant to a Power of Attorney dated February 28, 1997
EXHIBIT INDEX
EXHIBIT DESCRIPTION
EX-99.12 Opinion and Consent of Counsel as to the tax matters and
consequences to shareholders with respect to the Capital
Manager Fund, a portfolio of American Century Manager Funds,
in connection with its reorganization into the Strategic
Allocation: Conservative Fund, a portfolio of the Registrant.
EX-99.16 Power of Attorney dated February 15, 1997, is filed herein.
EX-27.7.1 Financial Data Schedule for Strategic Allocation:
Conservative.
EX-27.7.2 Financial Data Schedule for Strategic Allocation: Moderate.
EX-27.7.3 Financial Data Schedule for Strategic Allocation: Aggressive.
LAW OFFICES OF
DECHERT PRICE & RHOADS
1500 K Street, N.W.
Washington, D.C. 20005-1208
Telephone: (202) 626-3300
Fax: (202) 626-3334
August 29, 1997
Board of Trustees
American Century Capital Manager Fund
American Century Manager Funds
4500 Main Street
Kansas City, Missouri 64141-6200
Board of Directors
American Century Strategic Allocation: Conservative
American Century Strategic Asset Allocations, Inc.
4500 Main Street
Kansas City, Missouri 64141-6200
Gentlemen:
You have requested our opinion regarding certain Federal income tax
consequences to the American Century Capital Manager Fund (the "Fund"), a
portfolio of American Century Manager Funds, to American Century Strategic
Allocation: Conservative ("Acquiring"), a portfolio of American Century
Strategic Asset Allocations, Inc., and to the holders of the shares of
beneficial interest of the Fund, in connection with the proposed transfer of
substantially all of the properties of the Fund to Acquiring, in exchange solely
for voting shares of common stock of Acquiring ("Acquiring Shares") and the
assumption by Acquiring of all of the liabilities of the Fund followed by the
distribution of such Acquiring Shares received by the Fund in complete
liquidation and termination of the Fund, all pursuant to the Agreement and Plan
of Reorganization (the "Agreement") executed by the Fund and Acquiring and
included as an exhibit to Form N-14.
For purposes of this opinion, we have examined and relied upon (1) the
Agreement, (2) the Form N-14, dated June 2, 1997, and filed by Acquiring on
April 18, 1997, with the Securities and Exchange Commission, (3) letters of
representation furnished to us by Fund and Acquiring, and (4) such other
documents and instruments as we have deemed necessary or appropriate for
Board of Trustees
American Century Capital Manager Fund
American Century Manager Funds
Board of Directors
American Century Strategic Allocation: Conservative
American Century Strategic Asset Allocations, Inc.
August 29, 1997
Page 2
purposes of rendering this opinion. We assume that the transaction that is the
subject of this letter will be carried out in accordance with the terms of the
Agreement and as described in the documents we have examined. 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.
Based upon the foregoing, it is our opinion that, for Federal income
tax purposes:
(1) The acquisition by Acquiring of substantially all of the properties
of the Fund in exchange solely for Acquiring Shares and the assumption by
Acquiring of the liabilities of the Fund followed by the distribution of
Acquiring Shares to the shareholders of the Fund in exchange for their Fund
shares in complete liquidation and termination of the Fund, will constitute a
reorganization within the meaning of Section 368 of the Code. The Fund and
Acquiring will each be "a party to a reorganization" within the meaning of
Section 368(b) of the Code.
(2) The Fund will recognize no gain or loss upon transferring its
properties to Acquiring in exchange solely for Acquiring Shares and the
assumption by Acquiring of the liabilities of the Fund or upon distributing to
its shareholders the Acquiring Shares received by the Fund in the transaction
pursuant to the Agreement.
(3) Acquiring will recognize no gain or loss upon receiving the
properties of the Fund in exchange for Acquiring Shares and the assumption by
Acquiring of the liabilities of the Fund.
(4) The aggregate adjusted basis to Acquiring of the properties of the
Fund will be the same as the aggregate adjusted basis of those properties in the
hands of the Fund immediately before the exchange.
(5) Acquiring's holding periods with respect to the properties of the
Fund that Acquiring acquires in the transaction will include the respective
periods for which those properties were held by the Fund (except where
investment activities of Acquiring have the effect of reducing or eliminating a
holding period with respect to an asset).
Board of Trustees
American Century Capital Manager Fund
American Century Manager Funds
Board of Directors
American Century Strategic Allocation: Conservative
American Century Strategic Asset Allocations, Inc.
August 29, 1997
Page 3
(6) The shareholders of the Fund will recognize no gain or loss upon
receiving Acquiring Shares solely in exchange for Fund shares.
(7) The aggregate basis of the Acquiring Shares received by a
shareholder of the Fund in the transaction will be the same as the aggregate
basis of the Fund shares surrendered by the shareholder in exchange therefor.
(8) A Fund shareholder's holding period for the Acquiring Shares
received by the shareholder in the transaction will include the holding period
during which the shareholder held the Fund shares surrendered in exchange
therefor, provided that the shareholder held such shares as a capital asset on
the date of Reorganization.
We express no opinion as to the tax consequences of the Reorganization
except as expressly set forth above, or as to any transaction except those
consummated in accordance with the Agreement and the representations to be made
to us.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form N-14 filed by Acquiring with the Securities and
Exchange Commission.
Very truly yours,
/s/DECHERT PRICE & RHOADS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, American Century
Strategic Asset Allocations, Inc., hereinafter called the "Corporation", and
certain directors and officers of the Corporation, do hereby constitute and
appoint James E. Stowers, Jr., James E. Stowers III, William M. Lyons, and
Patrick A. Looby, and each of them individually, their true and lawful attorneys
and agents to take any and all action and execute any and all instruments which
said attorneys and agents may deem necessary or advisable to enable the
Corporation to comply with the Securities Act of 1933 and/or the Investment
Company Act of 1940, as amended, and any rules, regulations, orders, or other
requirements of the United States Securities and Exchange Commission thereunder,
in connection with the registration under the Securities Act of 1933 and/or the
Investment Company Act of 1940, as amended, including specifically, but without
limitation of the foregoing, power and authority to sign the name of the
Corporation in its behalf and to affix its corporate seal, and to sign the names
of each of such directors and officers in their capacities as indicated, to any
amendment or supplement to the Registration Statement filed with the Securities
and Exchange Commission under the Securities Act of 1933 and/or the Investment
Company Act of 1940, as amended, and to any instruments or documents filed or to
be filed as a part of or in connection with such Registration Statement; and
each of the undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the Corporation has caused this Power to be
executed by its duly authorized officers on this the 15th day of February, 1997.
AMERICAN CENTURY STRATEGIC ASSET
ALLOCATIONS, INC.
By:/s/ James E. Stowers III
James E. Stowers III, President
SIGNATURE AND TITLE
/s/ James E. Stowers, Jr. /s/ Robert W. Doering, M.D.
James E. Stowers, Jr. Robert W. Doering, M.D.
Chairman and Director Director
/s/ James E. Stowers III /s/ Linsley L. Lundgaard
James E. Stowers III Linsley L. Lundgaard
President, Director and Director
Principal Executive Officer
/s/ Robert T. Jackson /s/ Donald H. Pratt
Robert T. Jackson Donald H. Pratt
Executive Vice President, Director
Principal Financial Officer
/s/ Maryanne Roepke /s/ Lloyd T. Silver
Maryanne Roepke Lloyd T. Silver
Vice President and Treasurer, Director
Principal Accounting Officer
/s/ Thomas A. Brown /s/ M. Jeannine Strandjord
Thomas A. Brown M. Jeannine Strandjord
Director Director
/s/D.D. ("Del") Hock
D.D. ("Del") Hock
Attest: Director
By:/s/ William M. Lyons
William M. Lyons, Secretary
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN CENTURY MUTUAL FUNDS, INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH REPORT. INFORMATION PRESENTED IS A TOTAL OF ALL CLASSES,
EXCEPT WHERE SUCH PRESENTATION IS NOT POSSIBLE(SUCH AS PER SHARE DATA). IN THOSE
CASES, ONLY THE INVESTOR CLASS INFORMATION IS PRESENTED.
</LEGEND>
<SERIES>
<NUMBER> 1
<NAME> STRATEGIC ALLOCATION: CONSERVATIVE
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-END> NOV-30-1996 <F1>
<INVESTMENTS-AT-COST> 35,334,180
<INVESTMENTS-AT-VALUE> 36,719,052
<RECEIVABLES> 648,581
<ASSETS-OTHER> 99,429
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 37,467,062
<PAYABLE-FOR-SECURITIES> 322,657
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 61,458
<TOTAL-LIABILITIES> 384,115
<SENIOR-EQUITY> 70,520
<PAID-IN-CAPITAL-COMMON> 35,354,401
<SHARES-COMMON-STOCK> 7,052,098
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 192,595
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 73,373
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,392,058
<NET-ASSETS> 37,082,947
<DIVIDEND-INCOME> 88,950
<INTEREST-INCOME> 474,042
<OTHER-INCOME> 0
<EXPENSES-NET> 123,086
<NET-INVESTMENT-INCOME> 439,906
<REALIZED-GAINS-CURRENT> 60,039
<APPREC-INCREASE-CURRENT> 1,392,058
<NET-CHANGE-FROM-OPS> 1,892,003
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 233,977 <F2>
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7,944,474
<NUMBER-OF-SHARES-REDEEMED> 938,542
<SHARES-REINVESTED> 46,166 <F2>
<NET-CHANGE-IN-ASSETS> 37,082,947
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 118,774
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 123,086
<AVERAGE-NET-ASSETS> 15,013,885
<PER-SHARE-NAV-BEGIN> 5.00 <F2>
<PER-SHARE-NII> 0.13 <F2>
<PER-SHARE-GAIN-APPREC> 0.22 <F2>
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.09 <F2>
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 5.26 <F2>
<EXPENSE-RATIO> 1.01 <F2>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
<FN>
<F1>SCHEDULE RELFECTS THE TOTAL FOR ALL CLASSES, EXCEPT WHERE INDICATED.
<F2>INVESTOR CLASS INFORMATION ONLY.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN CENTURY MUTUAL FUNDS, INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH REPORT. INFORMATION PRESENTED IS A TOTAL OF ALL CLASSES,
EXCEPT WHERE SUCH PRESENTATION IS NOT POSSIBLE(SUCH AS PER SHARE DATA). IN THOSE
CASES, ONLY THE INVESTOR CLASS INFORMATION IS PRESENTED.
</LEGEND>
<SERIES>
<NUMBER> 2
<NAME> STRATEGIC ALLOCATION: MODERATE
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-END> NOV-30-1996 <F1>
<INVESTMENTS-AT-COST> 58,855,541
<INVESTMENTS-AT-VALUE> 62,738,902
<RECEIVABLES> 2,382,479
<ASSETS-OTHER> 472,187
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 65,593,568
<PAYABLE-FOR-SECURITIES> 87,812
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 103,434
<TOTAL-LIABILITIES> 191,246
<SENIOR-EQUITY> 120,731
<PAID-IN-CAPITAL-COMMON> 61,109,434
<SHARES-COMMON-STOCK> 12,073,128
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 266,895
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 5,069
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3,900,193
<NET-ASSETS> 65,402,322
<DIVIDEND-INCOME> 256,321
<INTEREST-INCOME> 718,970
<OTHER-INCOME> 0
<EXPENSES-NET> 300,047
<NET-INVESTMENT-INCOME> 675,144
<REALIZED-GAINS-CURRENT> (5,837)
<APPREC-INCREASE-CURRENT> 3,900,193
<NET-CHANGE-FROM-OPS> 4,569,600
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 397,443<F2>
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 17,467,164
<NUMBER-OF-SHARES-REDEEMED> 5,470,362
<SHARES-REINVESTED> 76,326<F2>
<NET-CHANGE-IN-ASSETS> 65,402,322
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 292,871
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 300,047
<AVERAGE-NET-ASSETS> 33,691,577
<PER-SHARE-NAV-BEGIN> 5.00<F2>
<PER-SHARE-NII> 0.10<F2>
<PER-SHARE-GAIN-APPREC> 0.39<F2>
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.07<F2>
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 5.42<F2>
<EXPENSE-RATIO> 1.10<F2>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
<FN>
<F1>SCHEDULE RELFECTS THE TOTAL FOR ALL CLASSES, EXCEPT WHERE INDICATED.
<F2>INVESTOR CLASS INFORMATION ONLY.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN CENTURY MUTUAL FUNDS, INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH REPORT. INFORMATION PRESENTED IS A TOTAL OF ALL CLASSES,
EXCEPT WHERE SUCH PRESENTATION IS NOT POSSIBLE(SUCH AS PER SHARE DATA). IN THOSE
CASES, ONLY THE INVESTOR CLASS INFORMATION IS PRESENTED.
</LEGEND>
<SERIES>
<NUMBER> 3
<NAME> STRATEGIC ALLOCATION: AGGRESSIVE
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-END> NOV-30-1996 <F1>
<INVESTMENTS-AT-COST> 49,089,984
<INVESTMENTS-AT-VALUE> 52,134,166
<RECEIVABLES> 630,682
<ASSETS-OTHER> 1,083,527
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 53,848,375
<PAYABLE-FOR-SECURITIES> 1,621,057
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 79,278
<TOTAL-LIABILITIES> 1,700,335
<SENIOR-EQUITY> 94,241
<PAID-IN-CAPITAL-COMMON> 49,000,271
<SHARES-COMMON-STOCK> 9,424,136
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 301,109
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (304,969)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3,057,388
<NET-ASSETS> 52,148,040
<DIVIDEND-INCOME> 193,861
<INTEREST-INCOME> 341,313
<OTHER-INCOME> 0
<EXPENSES-NET> 223,147
<NET-INVESTMENT-INCOME> 312,027
<REALIZED-GAINS-CURRENT> (315,887)
<APPREC-INCREASE-CURRENT> 3,057,388
<NET-CHANGE-FROM-OPS> 3,053,528
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 11,454,858
<NUMBER-OF-SHARES-REDEEMED> 2,030,722
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 52,148,040
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 217,333
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 223,147
<AVERAGE-NET-ASSETS> 22,914,341
<PER-SHARE-NAV-BEGIN> 5.00 <F2>
<PER-SHARE-NII> 0.07 <F2>
<PER-SHARE-GAIN-APPREC> 0.46 <F2>
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 5.53 <F2>
<EXPENSE-RATIO> 1.20 <F2>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
<FN>
<F1>SCHEDULE RELFECTS THE TOTAL FOR ALL CLASSES, EXCEPT WHERE INDICATED.
<F2>INVESTOR CLASS INFORMATION ONLY.
</FN>
</TABLE>
