<PAGE>
As filed with the Securities and Exchange Commission
on March 9, 2000
- --------------------------------------------------------------------------------
Registration No. 333-90343
- --------------------------------------------------------------------------------
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
--- ---
WARBURG, PINCUS EMERGING MARKETS FUND, INC.
(Exact Name of Registrant as Specified in Charter)
Area Code and Telephone Number: (212) 878-0600
466 Lexington Avenue
New York, New York 10017-3147
-------------------------------------------------
(Address of Principal Executive Offices) (Zip code)
Hal Liebes, Esq.
Warburg, Pincus Emerging Markets Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(Name and Address of Agent for Service)
copies to:
Rose F. DiMartino, Esq.
and
J. Stephen King, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
Approximate date of proposed public offering: It is proposed that this filing
will become effective immediately upon filing pursuant to paragraph (b).
Title of Securities Being Registered: Common Stock, $.001 par value per share.
Registrant has registered an indefinite amount of securities pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended; accordingly, no fee
is payable herewith in reliance upon Section 24(f).
<PAGE>
The Prospectus/Proxy and Statement of Additional Information are
incorporated by reference to Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-14 filed on November 18, 1999 (File No. 333-90343).
<PAGE>
PART C
OTHER INFORMATION
Item 15. Indemnification -- The response to this item is incorporated by
-------- reference to "Plan of Reorganization" under the caption
"Information About the Reorganization" and to "Liability of
Directors" under the caption "Information on Shareholders' Rights"
in Part A of this Registration Statement.
Item 16. Exhibits
- -------- --------
(1) (a) Registrant's Articles of Incorporation are incorporated by
reference to the Registration Statement on Form N-1A filed on June
30, 1995.
(1) (b) Registrant's Articles of Amendment are incorporated by reference
to the Registration Statement on Form N-1A filed on June 30, 1995.
(1) (c) Registrant's Articles of Amendment are incorporated by reference
to the Registration Statement on Form N-1A filed on February 25,
1997.
(1) (d) Registrant's Articles Supplementary are incorporated by reference
to the Registration Statement on Form N-1A filed on February 25,
1997.
(1) (e) Registrant's Articles Supplementary are incorporated by reference
to the Registration Statement on Form N-1A filed on November 12,
1999.
(2)(a) By-Laws of the Registrant are incorporated by reference to the
Registration Statement on Form N-1A filed on June 30, 1995.
(2)(b) Amendment to the By-Laws is incorporated by reference, material
provisions of this exhibit substantially similar to those of the
corresponding exhibit in Post-Effective Amendment No. 8 to the
Registration Statement on Form N-1A of Warburg, Pincus Global
Fixed Income Fund, Inc., filed on February 17, 1998 (Securities
Act File No. 33-36066).
(3) Not Applicable.
(4) Plan of Reorganization (included as Exhibit A to Registrant's
Prospectus/Proxy Statement contained in Part A of this
Registration Statement).
(5) Not Applicable.
<PAGE>
(6) (a) Form of Investment Advisory Agreement is incorporated by
reference; material provisions of this exhibit are substantially
similar to those of the corresponding exhibit in the Registration
Statement on Form N-14 of Warburg, Pincus Global Post-Venture
Capital Fund, Inc., filed on November 4, 1999 (Securities Act File
No. 33-90341).
(7) Not Applicable.
(8) Not Applicable.
(9) (a) Form of Custodian Agreement with PFPC Trust Company is
incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in
Post-Effective Amendment No. 10 to the Registration Statement on
Form N-1A of Warburg, Pincus Trust filed on April 16, 1999
(Securities Act File No. 33-58125).
(9) (b)
Form of Custodian Agreement with State Street Bank & Trust Company
is incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit to the
Registration Statement on Form N-14 of the Warburg, Pincus Managed
EAFE(R)Countries Fund, Inc. filed on November 5, 1997 (Securities
Act File No. 333-39611).
(10) (a) Forms of Distribution Plan pursuant to Rule 12b-1 under the 1940
Act is incorporated by reference; material provisions of this
exhibit are substantially similar to those of the corresponding
exhibit in the Registration Statement on Form N-14 of Warburg,
Pincus Global Post-Venture Capital Fund, Inc., filed on November
4, 1999 (Securities Act File No. 33-90341).
(10) (b) Form of Distribution Agreement is incorporated by reference;
material provisions of this exhibit are substantially similar to
those of the corresponding exhibit in the Registration Statement
on Form N-14 of Warburg, Pincus Global Post-Venture Capital Fund,
Inc., filed on November 4, 1999 (Securities Act File No.
33-90341).
(10) (c) Forms of Services Agreements are incorporated by reference to the
Registration Statement on Form N-1A filed on February 25, 1997.
(10) (d) Form of 18f-3 Plan is incorporated by reference; material
provisions of this exhibit are substantially similar to those of
the corresponding exhibit in the Registration Statement on Form
N-14 of Warburg, Pincus Global Post-Venture Capital Fund, Inc.,
filed on November 4, 1999 (Securities Act File No. 33-90341).
(11) (a) Opinion and Consent of Willkie Farr & Gallagher, counsel to
Registrant, with respect to validity of shares is incorporated by
reference to the Registration Statement on Form N-14 filed on
November 4, 1999.
<PAGE>
(11) (b) Opinion of Venable, Baetjer and Howard, L.L.P., Maryland counsel
to Registrant, with respect to validity of shares is incorporated
by reference to the Registration Statement on Form N-14 filed on
November 4, 1999.
(12) Opinion and Consent of Willkie Farr & Gallagher with respect to
tax matters.
(13) (a) Form of Transfer Agency Agreement is incorporated by reference;
material provisions of this exhibit substantially similar to those
of the corresponding exhibit in Pre-Effective Amendment No. 1 to
the Registration Statement on Form N-1A of Warburg, Pincus Trust
filed on June 14, 1995 (Securities Act File No. 33-58125).
(13) (b) Form of Co-Administration Agreement with PFPC Inc. is incorporated
by reference; material provisions of this exhibit substantially
similar to those of the corresponding exhibit in Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-1A of
Warburg, Pincus Trust filed on June 14, 1995 (Securities Act File
No. 33-58125).
(13) (c) Form of Co-Administration Agreement with Credit Suisse Asset
Management Securities, Inc. is incorporated by reference; material
provisions of this exhibit are substantially similar to those of
the corresponding exhibit in the Registration Statement on Form
N-14 of Warburg, Pincus Global Post-Venture Capital Fund, Inc.,
filed on November 4, 1999 (Securities Act File No. 33-90341).
(14) Consent of PricewaterhouseCoopers LLP is incorporated by reference
to the Registration Statement on Form N-14 filed on November 4,
1999.
(15) Not Applicable.
(16) Powers of Attorney is incorporated by reference to the
corresponding exhibit in the Registration Statement on Form N-14
of Warburg, Pincus Global Post-Venture Capital Fund, Inc., filed
on November 4, 1999 (Securities Act File No. 33-90341).
(17)(a) Form of Proxy Card is incorporated by reference to Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-14 filed
on November 18, 1999.
(17)(b) Registrant's declaration pursuant to Rule 24f-2 is incorporated by
reference to the Registration Statements.
<PAGE>
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 [17 CFR 230.145c],
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, as amended, this
Registration Statement has been signed on behalf of the registrant, in the City
of New York and State of New York, on the 9th day of March, 2000.
Warburg, Pincus Emerging Markets Fund, Inc.
By: /s/ Eugene L. Podsiadlo
-------------------------------
Name: Eugene L. Podsiadlo
Title: President
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.
Signature Title Date
--------- ----- ----
/s/ William W. Priest Chairman of the March 9, 2000
- ----------------------------------
William W. Priest Boardof Directors
/s/ Eugene L. Podsiadlo President March 9, 2000
- ----------------------------------
Eugene L. Podsiadlo
/s/ Michael A. Pignataro Treasurer and Chief March 9, 2000
- ----------------------------------
Michael A. Pignataro Financial Officer
/s/ Richard H. Francis Director March 9, 2000
- ----------------------------------
Richard H. Francis
/s/ Jack W. Fritz Director March 9, 2000
- ----------------------------------
Jack W. Fritz
/s/ James S. Pasman, Jr. Director March 9, 2000
- ----------------------------------
James S. Pasman, Jr.
/s/ Steven N. Rappaport Director March 9, 2000
- ----------------------------------
Steven N. Rappaport
/s/ Alexander B. Trowbridge Director March 9, 2000
- ----------------------------------
Alexander B. Trowbridge
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
- ------ ----------- ----
12 Opinion and Consent of Willkie Farr & Gallagher with
respect to tax matters.
<PAGE>
February 11, 2000
Warburg, Pincus Emerging Markets Fund, Inc.
466 Lexington Avenue
New York, New York 10017
Warburg, Pincus Emerging Markets II Fund, Inc.
466 Lexington Avenue
New York, New York 10017
Ladies and Gentlemen:
You have asked us for our opinion concerning certain federal income tax
consequences to (a) Warburg, Pincus Emerging Markets II Fund, Inc., a Maryland
corporation (the "Fund"), (b) Warburg, Pincus Emerging Markets Fund, Inc., a
Maryland corporation (the "Acquiring Fund"), and (c) holders of shares of common
stock in the Fund (the "Fund Shareholders") when the Fund Shareholders receive
Common and/or Institutional Class shares of stock of the Acquiring Fund (the
"Acquiring Fund Shares") in exchange for their interests in the Fund pursuant to
an acquisition by Acquiring Fund of all or substantially all of the assets of
the Fund in exchange for the Acquiring Fund Shares and the assumption by the
Acquiring Fund of liabilities of the Fund (the "Acquisition"), all pursuant to
that certain Agreement and Plan of Reorganization (the "Plan"), dated as of
December 1, 1999 and amended as of January 27, 2000, between and among the Fund,
the Acquiring Fund, and solely for purposes of Section 9.2 thereof, Credit
Suisse Asset Management, LLC.
We have reviewed such documents and materials as we have considered necessary
for the purpose of rendering this opinion. In rendering this opinion, we have
assumed that such documents as yet unexecuted will, when executed, conform in
all material respects to the proposed forms of such documents that we have
examined. In addition, we have
<PAGE>
assumed the genuineness of all signatures, the capacity of each party executing
a document to so execute that document, the authenticity of all documents
submitted to us as originals and the conformity to original documents of all
documents submitted to us as certified or photostatic copies.
We have made inquiry as to the underlying facts which we considered to be
relevant to the conclusions set forth in this letter. The opinions expressed in
this letter are based upon certain factual statements relating to the Fund and
the Acquiring Fund set forth in the Registration Statement on Form N-14 (the
"Acquiring Fund Registration Statement") filed by the Acquiring Fund with the
Securities and Exchange Commission and representations made in letters from the
Fund, and the Acquiring Fund addressed to us for our use in rendering this final
opinion. We have no reason to believe that these representations and facts are
not valid, but we have not attempted to verify independently any of these
representations and facts, and this opinion is based upon the assumption that
each of them is accurate. Capitalized terms used herein and not otherwise
defined shall have the meaning given them in the Acquiring Fund Registration
Statement.
The conclusions expressed herein are based upon the Internal Revenue Code of
1986, as amended (the "Code"), Treasury regulations issued thereunder, published
rulings and procedures of the Internal Revenue Service and judicial decisions,
all as in effect on the date of this letter.
Based upon the foregoing, we are of the opinion that for federal income tax
purposes:
(a) the transfer of all or substantially all of the Fund's assets in
exchange for the Acquiring Fund Shares and the assumption by the
Acquiring Fund of liabilities of the Fund, and the distribution
of such Acquiring Fund Shares to shareholders of the Fund in
exchange for shares of the Fund, will constitute a
"reorganization" within the meaning of Section 368(a)(1)(C) of
the Code, and the Fund and the Acquiring Fund are each a "party
to a reorganization" within the meaning of Section 368(b) of
the Code;
2
<PAGE>
(b) no gain or loss will be recognized by the Acquiring Fund upon the
receipt of the assets of the Fund solely in exchange for the
Acquiring Fund Shares and the assumption by the Acquiring Fund of
liabilities of the Fund;
(c) no gain or loss will be recognized by the Fund upon the transfer
of the Fund's assets to the Acquiring Fund in exchange for the
Acquiring Fund Shares and the assumption by the Acquiring Fund of
liabilities of the Fund or upon the distribution (whether actual
or constructive) of the Acquiring Fund Shares to the Fund's
shareholders in exchange for their shares of the Fund;
(d) no gain or loss will be recognized by shareholders of the Fund
upon the exchange of the Fund Shares for the Acquiring Fund
Shares or upon the assumption by the Acquiring Fund of
liabilities of the Fund;
(e) the aggregate tax basis for the Acquiring Fund Shares received by
each of the Fund's shareholders pursuant to the Acquisition will
be the same as the aggregate tax basis of the Fund Shares held by
such shareholder immediately prior to the Acquisition, and the
holding period of the Acquiring Fund Shares to be received by
each Fund shareholder will include the period during which the
Fund Shares exchanged therefor were held by such shareholder
(provided that the Fund shares were held as capital assets on the
date of the Acquisition); and
(f) the tax basis of the Fund's assets acquired by the Acquiring Fund
will be the same as the tax basis of such assets to the Fund
immediately prior to the Acquisition, and the holding period of
the assets of the Fund in the hands of the Acquiring Fund will
include the period during which those assets were held by the
Fund.
Very truly yours,
/s/Willkie Farr & Gallagher
3
