<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 2, 1999
SECURITIES ACT FILE NO. 2-28157
INVESTMENT COMPANY ACT NO. 811-01596
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. 48 /X/
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. 26 /X/
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FPA CAPITAL FUND, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
11400 WEST OLYMPIC BOULEVARD, SUITE 1200
LOS ANGELES, CALIFORNIA 90064
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(310)473-0225
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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J. RICHARD ATWOOD, TREASURER
FPA CAPITAL FUND, INC.
11400 WEST OLYMPIC BOULEVARD, SUITE 1200
LOS ANGELES, CALIFORNIA 90064
(NAME AND ADDRESS OF AGENT FOR SERVICE)
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COPY TO:
LAWRENCE J. SHEEHAN, ESQ.
O'MELVENY & MYERS LLP
1999 AVENUE OF THE STARS
LOS ANGELES, CALIFORNIA 90067
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APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
AS SOON AS PRACTICABLE AFTER REGISTRATION STATEMENT BECOMES EFFECTIVE.
It is proposed that this filing will become effective (check appropriate box)
/X/ immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of rule 485
If appropriate, check the following box:
/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
TITLE OF SECURITIES BEING REGISTERED: COMMON STOCK, $0.01 PAR VALUE
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PART C. OTHER INFORMATION
ITEM 23. EXHIBITS.
(a) Articles of Incorporation was filed as Exhibit (a) to Post-Effective
Amendment No. 47 of Registrant's Registration Statement on Form N-1A
and is incorporated herein by reference.
(b) By-Laws, as amended February 14, 1994 was filed as Exhibit (b) to
Post-Effective Amendment No. 47 of Registrant's Registration Statement
on Form N-1A and is incorporated herein by reference.
(c) Specimen Common Stock Certificate was filed as Exhibit (c) to
Post-Effective Amendment No. 47 of Registrant's Registration Statement
on Form N-1A and is incorporated herein by reference.
(d) Investment Advisory Agreement between Registrant and First Pacific
Advisors, Inc. was filed as Exhibit (d) to Post-Effective Amendment
No. 47 of Registrant's Registration Statement on Form N-1A and is
incorporated herein by reference.
(e)(1) Distribution Agreement between Registrant and FPA Fund Distributors,
Inc. was filed as Exhibit (e)(1) to Post-Effective Amendment No. 47 of
Registrant's Registration Statement on Form N-1A and is incorporated
herein by reference.
(e)(2) Specimen Selling Group Agreement was filed as Exhibit (e)(2) to
Post-Effective Amendment No. 47 of Registrant's Registration Statement
on Form N-1A and is incorporated herein by reference.
(e)(3) Smith Barney Inc. Mutual Fund Dealer Agreement was filed as Exhibit 6.2
to Post-Effective Amendment No. 45 of Registrant's Registration
Statement on Form N-1A and is incorporated herein by reference.
(g)(1) Custodian Contract between Registrant and State Street Bank and Trust
Company was filed as Exhibit (g)(1) to Post-Effective Amendment No. 47
of Registrant's Registration Statement on Form N-1A and is incorporated
herein by reference.
(g)(2) Custodian Fee Schedule was filed as Exhibit (g)(2) to Post-Effective
Amendment No. 47 of Registrant's Registration Statement on Form N-1A
and is incorporated herein by reference.
(g)(3) Amendment to the Custodian Contract was filed as Exhibit (g)(3) to
Post-Effective Amendment No. 47 of Registrant's Registration Statement
on Form N-1A and is incorporated herein by reference.
(g)(4) Custodian Fee Schedule Addendum for GNMA Securities Traded through
Participants Trust Company was filed as Exhibit (g)(4) to Post-
Effective Amendment No. 47 of Registrant's Registration Statement on
Form N-1A and is incorporated herein by reference.
(g)(5) Amendment to the Custodian Contract was filed as Exhibit 8.5 to
Post-Effective Amendment No. 44 of Registrant's Registration Statement
on Form N-1A and is incorporated herein by reference.
C-1
<PAGE>
(g)(6) Amendment to the Custodian Contract was filed as Exhibit 8.6 to Post-
Effective Amendment No. 46 of Registrant's Registration Statement on
Form N-1A and is incorporated herein by reference.
(h)(1) Agreement and Articles of Merger dated September 20, 1993 was filed as
Exhibit (h)(1) to Post-Effective Amendment No. 47 of Registrant's
Registration Statement on Form N-1A and is incorporated herein by
reference.
(h)(2) State Street Bank and Trust Company Universal Individual Retirement
Account Information Kit was filed as Exhibit 14.1 to Post-Effective
Amendment No. 46 of Registrant's Registration Statement on Form N-1A
and is incorporated herein by reference.
(i)(1) Opinion and Consent of Counsel.
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 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, State of
California, on the 30th day of July, 1999.
FPA CAPITAL FUND, INC.
By: /s/ ROBERT L. RODRIGUEZ
--------------------------------
Robert L. Rodriguez, President
C-2
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ ROBERT L. RODRIGUEZ
- -------------------------------- President (Principal July 30, 1999
Robert L. Rodriguez Executive Officer)
/s/ J. RICHARD ATWOOD
- -------------------------------- Treasurer (Principal July 30, 1999
J. Richard Atwood Financial Officer and
Principal Accounting
Officer)
/s/ WILLARD H. ALTMAN
- -------------------------------- Director July 30, 1999
Willard H. Altman
DEWAYNE W. MOORE*
- -------------------------------- Director July 30, 1999
DeWayne W. Moore
LAWRENCE J. SHEEHAN*
- --------------------------------- Director July 30, 1999
Lawrence J. Sheehan
</TABLE>
*By: /s/ ROBERT L. RODRIGUEZ
---------------------------------
Robert L. Rodriguez
Attorney-in-Fact pursuant to Power-of-
Attorney included as page C-7 in
Registrant's Post-Effective Amendment No.
38 to the Registration Statement which was
filed September 24, 1993.
C-3
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EXHIBIT INDEX
EXHIBIT
99(i)(1) Opinion and Consent of Counsel.
All other applicable exhibits are incorporated herein by reference.
<PAGE>
EXHIBIT 99(i)(1)
[LETTERHEAD OF O'MELVENY & MYERS LLP]
August 2, 1999
FPA Capital Fund, Inc.
11400 West Olympic Boulevard, Suite 1200
Los Angeles, California 90064
Ladies and Gentlemen:
At your request, we have examined the form of Post-Effective Amendment
No. 47 (the "Amendment") to your Registration Statement on Form N-1A. The
Amendment pertains to the registration of an indefinite number of your shares
$.01 par value (the "Shares"). We are familiar with the proceedings taken and
proposed to be taken by you in connection with the authorization, issuance
and sale of the Shares, and we have examined such corporate and other records
as we considered advisable for purposes of this opinion.
Based upon our examination, it is our opinion that, subject to Amendment
becoming effective, and provided that an appropriate amendment to your
Articles of Incorporation is duly effected before you have issued and
outstanding more than 100,000,000 Shares, the Shares upon issuance and sale
in the manner described in the Amendment will constitute validly issued,
fully paid and non-assessable Shares of your common stock.
The law covered by this opinion is limited to the Securities Act of
1933, the Investment Company Act of 1940, the related rules and regulations
of the Securities and Exchange Commission, and those provisions of the
present general corporate law of the State of Maryland that in our experience
are normally applicable to the issuance of shares of investment companies
organized in that state.
We consent to the filing of this opinion as an exhibit to the Amendment.
Respectfully submitted,
/s/ O'MELVENY & MYERS LLP
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O'MELVENY & MYERS LLP
