As filed with the Securities and Exchange Commission on May 31, 2001.
REGISTRATION NO. 333-
INVESTMENT COMPANY ACT FILE NO. 811-07154
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT N0. [ ]
POST-EFFECTIVE AMENDMENT NO. _ [ ]
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [ ]
(CHECK APPROPRIATE BOX OR BOXES)
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COHEN & STEERS TOTAL RETURN
REALTY FUND, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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(212) 832-3232
(AREA CODE AND TELEPHONE NUMBER)
757 THIRD AVENUE
NEW YORK, NY 10017
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
------------------
ROBERT H. STEERS
COHEN & STEERS TOTAL RETURN REALTY FUND, INC.
757 THIRD AVENUE
NEW YORK, NY 10017
(NAME AND ADDRESS OF AGENT FOR SERVICE)
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COPIES TO:
LAWRENCE B. STOLLER, ESQ. SARAH E. COGAN, ESQ.
COHEN & STEERS SIMPSON THACHER & BARTLETT
CAPITAL MANAGEMENT, INC. 425 LEXINGTON AVENUE
757 THIRD AVENUE NEW YORK, NY 10017-3954
NEW YORK, NY 10017
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Approximate Date of Proposed Public Offering: As soon as practicable
after the effective date of this Registration Statement.
[X] This form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended
("Securities Act") and the Securities Act registration statement for the same
offering is No. 333-56510.
If any securities being registered on this form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act,
other than securities offered in connection with a dividend reinvestment
plan, check the following box. [ ]
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
PROPOSED
MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT BEING OFFERING PRICE AGGREGATE AMOUNT OF
BEING REGISTERED(1) REGISTERED(1) PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
-------------------- ------------- ------------- ----------------- ----------------
Common Shares, $.001 par value. 150,000 $13.41 $2,011,500 $503
(1) Estimated solely for the purpose of calculating the registration fee.
NOTE: This Registration Statement is being filed by the Registrant pursuant to
Rule 462(b) promulgated under the Securities Act of 1933, as amended. The
Registrant hereby incorporates by reference into this Registration
Statement the contents of the Registrant's Registration Statement on Form
N-14 and all amendments thereto (File No. 333-56510) declared effective
on April 10, 2001 by the Securities and Exchange Commission (the
"Commission") including each of the documents filed by the Registrant
with the Commission therein.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York and State of New
York on the 31st day of May, 2001.
COHEN & STEERS TOTAL RETURN REALTY FUND,
INC.
Registrant
By: /s/ ROBERT H. STEERS
......................................
ROBERT H. STEERS
CHAIRMAN & SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- -----
/s/ MARTIN COHEN* President, Treasurer and Director May 31, 2001
.............................
(MARTIN COHEN)
/s/ ROBERT H. STEERS* Director, Chairman and Secretary May 31, 2001
.............................
(ROBERT H. STEERS)
/s/ GREGORY C. CLARK* Director May 31, 2001
.............................
(GREGORY C.CLARK)
/s/ GEORGE GROSSMAN* Director May 31, 2001
.............................
(GEORGE GROSSMAN)
/s/ WILLARD H. SMITH JR.* Director May 31, 2001
.............................
(WILLARD H. SMITH JR.)
*By: Power-of-Attorney
/s/ LAWRENCE B. STOLLER Attorney-in-Fact May 31, 2001
.............................
(LAWRENCE B.STOLLER)
EXHIBIT INDEX
EXHIBITS DESCRIPTION
- -------- ----------
(5)(a) Opinion of Simpson Thacher & Bartlett.
(b) Opinion of Venable, Baetjer and Howard, LLP.
(12) Tax Opinion of Simpson Thacher & Bartlett.
(14) Consent of PricewaterhouseCoopers