As filed with the Securities and Exchange Commission on May 6, 1999
Registration No. 333-71295
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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)
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Exact Name of Registrant as Specified in Charter:
NATIONS FUND PORTFOLIOS, INC.
Area Code and Telephone Number:
(800) 626-2275
Address of Principal Executive Offices:
111 Center Street
Little Rock, Arkansas 72201
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Name and Address of Agent for Service:
Richard H. Blank, Jr.
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
Copies to:
Robert M. Kurucza, Esq. Carl Frischling, Esq.
Marco E. Adelfio, Esq. Kramer, Levin, Naftalis & Frankel
Morrison & Foerster LLP 919 3rd Avenue
2000 Pennsylvania Ave., N.W. New York, New York 10022
Suite 5500
Washington, D.C. 20006
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It is proposed that this filing will become effective (check appropriate box):
|X| Immediately upon filing pursuant to Rule 485(b), or
|_| on (date) pursuant to Rule 485(b), or
|_| 60 days after filing pursuant to Rule 485(a), or
|_| on (date) pursuant to Rule 485(a)(1), or
|_| 75 days after filing pursuant to paragraph (a)(2), or
|_| on (date) pursuant to paragraph (a)(2) of Rule 485
<PAGE>
If appropriate, check the following box:
|_| this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
The Registrant has registered an indefinite number of shares of beneficial
interest in the Registrant, without par value, under the Securities Act of 1933,
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended. The
Rule 24f-2 Notice for the fiscal year ended March 31, 1998, was filed with the
Securities and Exchange Commission on June 25, 1998.
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EXPLANATORY NOTE
The Post-Effective Amendment No. 1 to the Registration Statement of Nations Fund
Portfolio, Inc. (the "Company") filed on January 27, 1999 on Form N-14 under the
Securities Act of 1933 (the "Registration Statement") hereby incorporates by
reference all the information set forth in Parts A, B, and C of the Registration
Statement. This Amendment is being file to amend the Registration Statement to
include an opinion of counsel supporting the tax consequences of the
reorganization of the Nations Pacific Growth Fund into a corresponding fund of
the Company. The opinion of counsel is filed herewith pursuant to an undertaking
made by the Company in its Registration Statement.
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EXHIBIT INDEX
Exhibit
Number Description
EX-99.12 Opinion and Consent of Morrison & Foerster LLP supporting the tax
matters and consequences to shareholders as to the Acquisition of
Nations Pacific Growth Fund, by Nations Fund Portfolios, Inc.'s
Nations Emerging Markets Fund.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it meets all the requirements for effectiveness of
this Post-effective Amendment to the Registration Statement pursuant to Rule
485(b) under the Securities Act of 1993 and has duly caused this Amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Little Rock, State of Arkansas on the
6th day of May, 1999.
NATIONS FUND PORTFOLIOS, INC.
By: *
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A. Max Walker
President and Chairman
of the Board of Directors
By: /s/ Richard H. Blank
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Richard H. Blank, Jr.
*Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement on Form N-14 has been
signed below by the following persons in the capacities and on the date
indicated:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
<S> <C> <C>
* President and Chairman May 6, 1999
- --------------------------------------- of the Board of Directors
(A. Max Walker) (Principal Executive Officer)
/s/ Richard H. Blank Treasurer and Secretary May 6, 1999
- ---------------------------------------- (Principal Financial and
(Richard H. Blank, Jr.) Accounting Officer)
* Director May 6, 1999
- ----------------------------------------
(Edmund L. Benson, III)
* Director May 6, 1999
- ----------------------------------------
(James Ermer)
* Director May 6, 1999
- ----------------------------------------
(William H. Grigg)
* Director May 6, 1999
- ----------------------------------------
(Thomas F. Keller)
* Director May 6, 1999
- ----------------------------------------
(Carl E. Mundy, Jr.)
* Director May 6, 1999
- ----------------------------------------
(Charles B. Walker)
* Director May 6, 1999
- ----------------------------------------
(Thomas S. Word)
* Director May 6, 1999
- ----------------------------------------
(James B. Sommers)
/s/ Richard H. Blank
- ----------------------
Richard H. Blank, Jr.
*Attorney-in-Fact
</TABLE>
EX. 99.12
[MORRISON & FOERSTER LLP LETTERHEAD]
March 31, 1999
Nations Fund Portfolios, Inc.
One Bank of America Plaza
Charlotte, North Carolina 28255
Re: Reorganization of the Nations Emerging Markets Fund
Ladies and Gentlemen:
We have acted as special counsel to Nations Fund Portfolios, Inc., a
Maryland corporation ("Nations Funds"), in connection with that certain
Agreement and Plan of Consolidation, dated as of February 26, 1999 (the "Plan"),
by Nations Funds on behalf of Nations Emerging Markets Fund, a separate
investment portfolio of Nations Funds (the "Acquiring Fund"), and Nations
Pacific Growth Fund, another separate investment portfolio of Nations Funds (the
"Acquired Fund"). Pursuant to the Plan, the Acquiring Fund shall acquire all of
the assets and assume certain liabilities of the Acquired Fund in exchange for
shares of stock of the Acquiring Fund (the "Acquiring Fund Shares") and cash
consideration (the "Reorganization").
The Reorganization is described in the Combined Proxy
Statement/Prospectus, dated as of February 26, 1999 (the "Proxy/Prospectus") of
Nations Funds, and the appendices thereto, as filed on Registration Statement
Form N-14 (file no. 333-71295) with the SEC on or about January 27, 1999. Unless
otherwise indicated, capitalized terms not defined herein shall have the
meanings ascribed to them (or defined by reference) in the certificate delivered
to us by Nations Funds, for itself and on behalf of the Acquiring Fund and the
Acquired Fund (the "Certificate of Representations").
You have requested our opinion as to certain federal income tax
consequences regarding the Reorganization. This opinion is solely for the
benefit of the Acquiring Fund, the Acquired Fund and their respective
shareholders, and may not be relied upon by, nor may copies be delivered to, any
other person without our prior written consent.
In our capacity as special counsel to Nations Funds and for purposes of
rendering this opinion, we have examined and relied upon, with your consent: (i)
the Plan, (ii) the Certificate of Representations, (iii) the Proxy/Prospectus,
and (iv) such other documents we considered relevant to our analysis. We have
assumed that all parties to the Plan and to any other documents examined by us
have acted, and will act, in accordance with the terms of the Plan and such
other documents without waiver of material terms or conditions set forth
therein. In our examination
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Nations Fund Portfolios, Inc.
March 31, 1999
Page 2
of documents, we have assumed the authenticity of original documents, the
accuracy of copies, the genuineness of signatures, and the legal capacity of
signatories.
Furthermore, we have assumed that all of the representations in the Plan
and the Certificate of Representations are true and complete in all material
respects, and that the Acquiring Fund and the Acquired Fund have been and will
be operated and maintained consistently with such representations. We have not
independently verified such representations. While we have reviewed such
representations to ensure that they appear reasonable, we have no assurance that
these expectations will ultimately prove to be accurate. We also note that the
tax consequences addressed herein may depend upon the actual occurrence of
events in the future, which events may or may not be consistent with such
representations. To the extent the facts differ from those relied on and assumed
herein, our opinion should not be relied upon.
Our opinion below is based on existing law as contained in the Code and
the Treasury Regulations, administrative pronouncements of the Internal Revenue
Service ("IRS"), and court decisions as of the date hereof. The provisions of
the Code and the Treasury Regulations, IRS administrative pronouncements and
caselaw upon which this opinion is based could be changed at any time, perhaps
with retroactive effect. We undertake no obligation to update this opinion, or
to ascertain after the date hereof whether circumstances occurring after such
date may affect the conclusions set forth herein. Furthermore, our opinion
represents only our best judgment of how a court would conclude if presented
with the issues addressed herein and is not binding upon either the IRS or any
court. Hence, there can be no assurance that the IRS will not challenge or that
the courts will sustain our conclusions.
Our opinion relates solely to the tax consequences of the Reorganization
under the federal income tax laws of the United States, and we express no
opinion (and no opinion should be inferred) regarding the tax consequences of
the Reorganization under the laws of any other jurisdiction. This opinion
addresses only the specific issues set forth below, and does not address any
other tax consequences that may result from the Reorganization or any other
transaction (including any transaction undertaken in connection with the
Reorganization).
This opinion may not be applicable to certain classes of Acquired Fund
shareholders, including securities dealers, foreign persons and persons who hold
their stock pursuant to the exercise of employee stock options or rights or
otherwise as compensation.
On the basis of, and subject to the foregoing, and in reliance upon the
representations described above, we are of the opinion that:
(1) The Reorganization will not constitute a "reorganization" within the meaning
of Section 368(a) of the Code, and the Acquiring Fund and the Acquired Fund will
not each be a "party to a reorganization," within the meaning of Section 368(b)
of the Code, in respect of the Reorganization.
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Nations Fund Portfolios, Inc.
March 31, 1999
Page 3
(2) Gain or loss will be recognized by the Acquired Fund upon the transfer of
its assets and liabilities to the Acquiring Fund in the Reorganization.
(3) No gain or loss will be recognized by the Acquiring Fund upon the receipt of
the assets and assumption of certain liabilities of the Acquired Fund in the
Reorganization.
(4) The basis of the Acquired Fund's assets received by the Acquiring Fund
pursuant to the Reorganization will be the fair market value of the assets as of
the Effective Time of the Reorganization (as defined in the Plan) (the "Closing
Date").
(5) The holding period of the Acquiring Fund's assets in the hands of the
Acquiring Fund will not include the period for which such assets have been held
by the Acquired Fund.
(6) Gain or loss will be recognized by the Acquired Fund on the distribution to
its shareholders of the Acquiring Fund Shares to be received by the Acquired
Fund in the Reorganization.
(7) Gain or loss will be recognized by the shareholders of the Acquired Fund
upon their receipt of the Acquiring Fund Shares in exchange for such
shareholders' Acquired Fund shares.
(8) The basis of the Acquiring Fund Shares received by the shareholders of the
Acquired Fund will be their fair market value as of the Closing Date.
(9) The holding period for the Acquiring Fund Shares received by the Acquired
Fund shareholders will not include the period during which such shareholders
held the Acquired Fund shares surrendered in exchange therefor.
(10) The Acquiring Fund will not succeed to and take into account any of the tax
attributes of the Acquiring Fund.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
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MORRISON & FOERSTER LLP
