<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 15, 2000
SECURITIES ACT FILE NO. 2-30393
INVESTMENT COMPANY ACT FILE NO. 811-1735
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. 42 /X/
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. 23 /X/
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FPA NEW INCOME, 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)
----------------------
J. RICHARD ATWOOD, TREASURER COPY TO:
FPA NEW INCOME, INC. LAWRENCE J. SHEEHAN, ESQ.
11400 WEST OLYMPIC BOULEVARD, SUITE 1200 O'MELVENY & MYERS LLP
LOS ANGELES, CALIFORNIA 90064 1999 AVENUE OF THE STARS
(NAME AND ADDRESS OF AGENT FOR SERVICE) LOS ANGELES, CALIFORNIA 90067
----------------------
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
<PAGE>
PART C. OTHER INFORMATION
ITEM 23. EXHIBITS.
(a) Articles of Incorporation was filed as Exhibit (a) to
Post-Effective Amendment No.41 of Registrant's Registration
Statement on Form N-1A and is incorporated herein by reference.
(b) By-Laws was filed as Exhibit (b) to Post-Effective Amendment
No.41 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.41 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.41 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.41 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.41 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.39 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.41 of Registrant's Registration Statement on Form
N-1A and is incorporated herein by reference.
(g)(2) Amendment to the Custodian Contract was filed as Exhibit (g)(2)
to Post-Effective Amendment No.41 of Registrant's Registration
Statement on Form N-1A and is incorporated herein by reference.
(g)(3) Custodian Fee Schedule Addendum for GNMA Securities Traded
through Participants Trust Company was filed as Exhibit (g)(3) to
Post-Effective Amendment No.41 of Registrant's Registration
Statement on Form N-1A and is incorporated herein by reference.
(g)(4) Amendment to the Custodian Contract was filed as Exhibit 8.4 to
Post-Effective Amendment No. 38 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. 40 of Registrant's Registration
Statement on Form N-1A and is incorporated herein by reference.
C-1
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(h)(1) Agreement and Articles of Merger, dated February 14, 1994 was
filed as Exhibit (h)(1) to Post-Effective Amendment No.41 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. 40 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 14th day of February, 2000.
FPA NEW INCOME, INC.
By: /s/ ROBERT L. RODRIGUEZ
---------------------------
Robert L. Rodriguez
President
C-2
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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:
Signature Title Date
--------- ----- ----
/s/ ROBERT L. RODRIGUEZ
- ------------------------------- President (Principal February 14, 2000
Robert L. Rodriguez Executive Officer)
/s/ J. RICHARD ATWOOD
- ------------------------------- Treasurer (Principal February 14, 2000
J. Richard Atwood Financial Officer and
Principal Accounting
Officer)
/s/ WILLARD H. ALTMAN, JR.
- -------------------------------- Director February 14, 2000
Willard H. Altman, Jr.
DEWAYNE W. MOORE*
- -------------------------------- Director February 14, 2000
DeWayne W. Moore
/s/ ALFRED E. OSBORNE, JR.
- -------------------------------- Director February 14, 2000
Alfred E. Osborne, Jr.
/s/ JULIO J. DE PUZO, JR.
- -------------------------------- Director February 14, 2000
Julio J. de Puzo, Jr.
LAWRENCE J. SHEEHAN*
- -------------------------------- Director February 14, 2000
Lawrence J. Sheehan
*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.
35 to the Registration Statement which
was filed October 28, 1994.
C-3
<PAGE>
EXHIBIT INDEX
EXHIBIT
99(i)(1) Opinion and Consent of Counsel.
All other applicable exhibits are incorporated herein by reference.
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[LOGO]
O'MELVENY & MYERS LLP
400 SOUTH HOPE STREET
CENTURY CITY LOS ANGELES, CALIFORNIA 90071-2899 HONG KONG
NEWPORT BEACH TELEPHONE (213) 430-6000 LONDON
FACSIMILE (213) 430-6407
NEW YORK INTERNET: www.omm.com SHANGHAI
SAN FRANCISCO TOKYO
WASHINGTON, D.C.
OUR FILE NUMBER
253,712-999
WRITER'S DIRECT DIAL
213-430-6000
February 14, 2000
FPA New Income, Inc.
11400 West Olympic Boulevard
Los Angeles, California 90064
Dear Ladies and Gentlemen:
At your request we have examined your Registration Statement on Form N-1A
and the related Post-Effective Amendment No. 41 filed by you with the Securities
and Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended, of an indefinite number of shares of your common stock,
$0.01 par value per share (the "Shares"). We are familiar with the proceedings
you have taken in connection with the authorization, issuance and sale of the
Shares.
Based upon our examination and upon our knowledge of your activities, it is
our opinion that, provided that an appropriate amendment to your Articles of
Incorporation is duly effected before more than 100,000,000 Shares are issued
and outstanding, the Shares upon issuance and sale in the manner described in
the Registration Statement will constitute validly issued, fully paid and
nonassessable Shares of your common stock.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Respectfully submitted,
/s/ O'Melveny & Myers LLP
