Registration No. 333-134518
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)
DREYFUS LIQUID ASSETS, INC.
(Exact Name of Registrant as Specified in Charter)
(212) 922-6000
(Area Code and Telephone Number)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices: Number,
Street, City, State, Zip Code)
(Name and Address of Agent for Service)
Mark N. Jacobs, Esq.
c/o The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Copy to:
David Stephens, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038
An indefinite number of Registrant’s shares of common stock, par value $0.001 per share, has been registered pursuant to Rule
24f-2 under the Investment Company Act of 1940. Accordingly, no filing fee is being paid at this time.
DREYFUS LIQUID ASSETS, INC.
Form N-14
This Post- Effecctive Amendment consists of the following:
(1) Facing Sheet of the Registration Statement.
(2) Part C to the Registration Statement (including signature page).
Parts A and B are incorporated herein by reference from the Registration Statement on Form N-14 (File No. 333-134518), filed on May 26, 2006.
This Post-Effective Amendment is being filed solely to file the tax opinion as Exhibit No. 12 to this Registration Statement on Form N-14.
DREYFUS LIQUID ASSETS, INC.
PART C
OTHER INFORMATION
| Item 15 | Indemnification.
The response to this item is incorporated by reference to Item 25 of Part C of Post-Effective Amendment No. 91 to the Registrant's Registration Statement on Form N-1A (File No. 2-49073), filed April 27, 2006. |
| (1) | Registrant's Articles of Incorporation and Articles of Amendment are incorporated by reference to Exhibit (1) of Post-Effective Amendment No. 76 to the Registration Statement on Form N-1A, filed on March 27, 1996, and Exhibit (a)(2) of Post-Effective Amendment No. 90 to the Registration Statement on Form N-1A, filed on April 13, 2005, respectively. |
| (2) | Registrant's By-Laws, as amended, are incorporated by reference to Exhibit (b) of Post-Effective Amendment No. 91 to the Registration Statement on Form N-1A, filed on April 27, 2006. |
| (4) | Agreement and Plan of Reorganization.* |
| (5) | Reference is made to Exhibits (1) and (2) hereof. |
| (6) | Management Agreement is incorporated by reference to Exhibit (5) of Post-Effective Amendment No. 74 to the Registration Statement on Form N-1A, filed on February 24, 1995. |
| (7) | Distribution Agreement is incorporated by reference to Exhibit (e) of Post-Effective Amendment No. 82 to the Registration Statement on Form N-1A, filed on April 26, 2000. |
| (9) | Amended and Restated Custody Agreement is incorporated by reference to Exhibit (8)(a) of Post-Effective Amendment No. 74 to the Registration Statement on Form N-1A, filed on February 24, 1995. |
| (10)(a) | Shareholder Services Plan is incorporated by reference to Exhibit (h) of Post-Effective Amendment No. 90 to the Registration Statement on Form N-1A, filed on April 13, 2005. |
| (10)(b) | Rule 18f-3 Plan is incorporated by reference to Exhibit (n) of Post-Effective Amendment No. 90 to the Registration Statement on Form N-1A, filed on April 13, 2005. |
| (11)(a) | Opinion of Registrant's counsel is incorporated by reference to Exhibit (10) of Post-Effective Amendment No. 74 to the Registration Statement on Form N-1A, filed on March 27, 1996. |
| (11)(b) | Consent of Registrant's counsel.* |
| (12) | Opinion and consent of counsel regarding tax matters.** |
| (14) | Consents of Independent Auditors.* |
| (16) | Power of Attorney.*** |
| (17)(b) | The Prospectus and Statement of Additional Information of Dreyfus Founders Money Market Fund dated May 1, 2006 are incorporated by reference to Post-Effective Amendment No. 76 to the Registration Statement on Form N-1A of Dreyfus Founders Funds, Inc. filed on April 27, 2006 (File No. 2-17531). |
____________________
| *** | Filed as part of signature page on May 26, 2006. |
| (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 of 1933, 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 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. |
SIGNATURES
Pursuant to the Securities Act of 1933, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) of the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement on Form N-14 to be signed on behalf of the Registrant, in the City of New York, and State of New York on the 29th day of September 2006.
| DREYFUS LIQUID ASSETS, INC.
(Registrant)
By: /s/ Stephen E. Canter*
Stephen E. Canter, President |
Pursuant to the requirements of the Securities Act of 1993, the following persons in the capacities and on the dates indicated have signed this Registration Statement below.
/s/ Stephen E. Canter*
Stephen E. Canter | President (Principal Executive
Officer) | 9/29/06 |
/s/ James Windels*
James Windels | Treasurer (Principal Accounting
and Financial Officer) | 9/29/06 |
/s/ Joseph S. DiMartino*
Joseph S. DiMartino | Chairman of the Board | 9/29/06 |
/s/ Clifford L. Alexander*
Clifford L. Alexander | Board Member | 9/29/06 |
/s/ Lucy Wilson Benson*
Lucy Wilson Benson | Board Member | 9/29/06 |
/s/ David W. Burke*
David W. Burke | Board Member | 9/29/06 |
/s/ Whitney I. Gerard*
Whitney I. Gerard | Board Member | 9/29/06 |
/s/ George L. Perry*
George L. Perry | Board Member | 9/29/06 |
By: /s/ Jeff Prusnofsky
*Jeff Prusnofsky, attorney-in-fact
Exhibit Index
(12) Opinion and consent of counsel regarding tax matters.
