As filed with the Securities and Exchange Commission
on July 14, 2000
Registration No. 333-35994
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. __ [_]
Post-Effective Amendment No. 1 [X]
(Check appropriate box or boxes)
__________________
PACIFIC CAPITAL FUNDS
(Exact Name of Registrant as Specified in Charter)
(800) 258-9232
(Area code and Telephone Number)
3435 Stelzer Road
Columbus, Ohio 43219
(Address of Principal Executive Offices, including Zip Code)
Irimga McKay
3435 Stelzer Road
Columbus, Ohio 43219
(Name and Address of Agent for Service)
Copy to: Michael Glazer
Paul, Hastings, Janofsky & Walker LLP
555 S. Flower Street
Los Angeles, California 90071
_________________
Title of Securities Being Registered: Shares of Beneficial Interest.
No filing fee is required because of Registrant's reliance on Rule 24f-2.
In Pre-Effective Amendment No. 1 to its Registration Statement under the
Securities Act of 1933 (the "1933 Act"), filed June 1, 2000, Registrant
undertook to file a final copy of the tax opinion and consent of counsel, the
form of which was filed as Exhibit 12 to Registrant's Registration Statement on
form N-14 under the 1933 Act filed on May 1, 2000. This Post-Effective Amendment
No. 1 is being filed for the purpose of complying with that undertaking.
i
July 10, 2000
Pacific Capital Funds
3435 Stelzer Road
Columbus, Ohio 43218
Re: Reorganization of U.S. Treasury Securities Fund
and Diversified Fixed Income Fund
---------------------------------
Ladies and Gentlemen:
You have requested our opinion as counsel for The Pacific Capital
Funds, a Massachusetts business trust (the "Trust"), with respect to certain
federal income tax matters in connection with the reorganization by and between
the Diversified Fixed Income Fund (the "Acquiring Fund"), a series of the Trust,
and the U.S. Treasury Securities Fund (the "Acquired Fund"), also a series of
the Trust. This opinion is rendered in connection with the transaction (the
"Transaction") described in the Agreement and Plan of Reorganization dated as of
April 25, 2000 (the "Reorganization Agreement"), by the Trust for itself and on
behalf of the Acquiring Fund and the Acquired Fund, and adopts the applicable
defined terms therein.
This letter and the opinion expressed herein are for delivery to the
Trust and may be relied upon only by the Trust, the Acquiring Fund and the
Acquired Fund, and their shareholders. This opinion also may be disclosed by
the Trust, the Acquiring Fund and the Acquired Fund, or any of their
shareholders in connection with an audit or other administrative proceeding
before the Internal Revenue Service (the "Service") affecting the Trust, the
Acquiring Fund and the Acquired Fund, or any of their shareholders or in
connection with any judicial proceeding relating to the federal, state or local
tax liability of the Trust, the Acquiring Fund and the Acquired Fund or any of
their shareholders.
For purposes of this opinion we have assumed the truth and accuracy of
the following facts:
The Trust was duly created pursuant to its Agreement and Declaration
of Trust by the Trustees for the purpose of acting as a management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and is validly existing under the laws of the Commonwealth of Massachusetts.
The Trust is registered as an investment company classified as a diversified,
open-end management company, under the 1940 Act.
The Acquiring Fund is a series of the Trust duly established under the
laws of the Commonwealth of Massachusetts, and is validly existing under the
laws of that Commonwealth. The shares of the Acquiring Fund are widely held.
The Acquiring Fund has an authorized capital of an unlimited number of shares
and each outstanding share of the Acquired Fund is fully transferable and has
full voting rights.
The Pacific Capital Funds
July 10, 2000
Page 2
The Acquired Fund is a series of the Trust duly established under the
laws of the Commonwealth of Massachusetts, and is validly existing under the
laws of that Commonwealth. The shares of the Acquired Fund are widely held.
The Acquired Fund has an authorized capital of an unlimited number of shares and
each outstanding share of the Acquired Fund is fully transferable and has full
voting rights.
For valid business purposes, the following transaction will take place
in accordance with the laws of the Commonwealth of Massachusetts and pursuant to
the Reorganization Agreement:
(a) On the date of the closing (the "Closing Date"), the Trust will
cause the Acquired Fund to transfer substantially all of its assets to the
Acquiring Fund. Solely in exchange therefor, the Trust will cause the Acquiring
Fund to deliver to the Acquired Fund a number of Class A and Class Y shares (the
"Acquiring Fund Shares") of voting shares of beneficial interest of the
Acquiring Fund and to assume the liabilities of the Acquired Fund as stated in
the Reorganization Agreement.
(b) The Trust will then cause the Acquired Fund to liquidate and
distribute all of the Acquiring Fund Shares to the shareholders of the Acquired
Fund in proportion to their respective interests in the Acquired Fund in
exchange for their shares in the Acquired Fund.
(c) The Trust will then cause the Acquired Fund to wind up and
dissolve as soon as practicable thereafter.
In rendering the opinions stated below, we have examined and relied
upon the following, assuming the truth and accuracy of any statements contained
therein:
(1) The Reorganization Agreement; and
(2) Such other documents, records and instruments as we have deemed
necessary in order to enable us to render the opinions referred to in this
letter.
For purposes of rendering the opinions stated below, we have in
addition relied upon the following representations by the Trust on behalf of
both the Acquired Fund and the Acquiring Fund, as applicable:
(A) The fair market value of the Acquiring Fund Shares received by
each shareholder of the Acquired Fund will be approximately equal to the fair
market value of the shares of the Acquired Fund surrendered in the exchange. The
shareholders of the Acquired Fund received no consideration other than Acquiring
Fund Shares in exchange for their shares in the Acquired Fund.
(B) On the Closing Date there was not and there has not been any plan
or intention by the Acquiring Fund or any person related (as defined in section
1.368-1(e)(3) of the Treasury Regulations which generally provides that two
corporations are related persons if either (i) the corporations are members of
the same affiliated group or (ii) one corporation is a subsidiary of the other
corporation) to the Acquiring Fund to
The Pacific Capital Funds
July 10, 2000
Page 3
acquire or redeem any of the shares of the Acquiring Fund issued in the
transaction either directly or through any transaction, agreement, or
arrangement with any other person, other than redemptions in the ordinary course
of the Acquiring Fund's business as an open-end investment company as required
by section 22(e) of the 1940 Act.
(C) During the five-year period ending on the Closing Date, neither
the Acquired Fund nor any person related to the Acquired Fund (as defined in
section 1.368-1(e)(3) of the Treasury Regulations) will have directly or through
any transaction, agreement, or arrangement with any other person, (i) acquired
shares of the Acquired Fund with consideration other than shares of the
Acquiring Fund or the Acquired Fund, except for shares redeemed in the ordinary
course of the Acquired Fund's business as an open-end investment company as
required by section 22(e) of the 1940 Act or (ii) made distributions with
respect to the Acquired Fund shares, except for (a) regular, normal dividend
distributions made to the Acquired Fund's shareholders in an amount equal to
100% of its investment company taxable income and its net capital gains, and (b)
additional distributions, to the extent such distributions do not exceed 50% of
the value (without giving effect to such distributions) of the proprietary
interest in the Acquired Fund on the effective date of the proposed transaction.
(D) Prior to or in the Transaction, neither the Acquiring Fund nor
any person related to the Acquiring Fund (as defined in section 1.368-1(e)(3) of
the Treasury Regulations) will have acquired directly or through any
transaction, agreement or arrangement with any other person, shares of the
Acquired Fund with consideration other than shares of the Acquiring Fund.
(E) The aggregate value of the acquisitions, redemptions, and
distributions discussed in paragraphs (B), (C) and (D) above, other than
redemptions in the ordinary course of the Acquiring Fund's business as an open-
end investment company as required by the 1940 Act, will not exceed 50 percent
of the value (without giving effect to the acquisitions, redemptions and
distributions) of the proprietary interest in the Acquired Fund on the effective
date of the proposed transaction.
(F) The Acquiring Fund will acquire at least 90 percent of the fair
market value of the net assets and at least 70 percent of the fair market value
of the gross assets held by the Acquired Fund immediately prior to the
Transaction. For purposes of this representation, amounts used by the Acquired
Fund to pay its reorganization expenses, amounts paid by the Acquired Fund to
shareholders who receive cash or other property, and all redemptions and
distributions (except for distributions and redemptions occurring in the
ordinary course of the Acquired Fund's business as a series of an investment
company) made by the Acquired Fund immediately preceding the transfer have been
included as assets of the Acquired Fund held immediately prior to the
transaction.
(G) On the Closing Date and at all times prior to the Closing Date,
the Acquiring Fund did not have and has not had any plan or intention to sell or
otherwise dispose of any of the assets of the Acquired Fund acquired in the
Transaction, except for dispositions made in the ordinary course of its business
as a series of an open-end investment company.
The Pacific Capital Funds
July 10, 2000
Page 4
(H) The Acquired Fund will distribute the Acquiring Fund Shares it
receives in the Transaction to its shareholders as provided in the
Reorganization Agreement.
(I) The liabilities of the Acquired Fund assumed by the Acquiring
Fund and the liabilities to which the transferred assets will be subject were
incurred by the Acquired Fund in the ordinary course of business and were
associated with the assets transferred to the Acquiring Fund.
(J) At all times following the Transaction, the Acquiring Fund has
continued and intends to continue the historic business of the Acquired Fund or
use a significant portion of the Acquired Fund's historic business assets in a
business.
(K) Pacific Capital Trust, the investment adviser to both the
Acquiring Fund and the Acquired Fund, will pay or assume only those expenses of
the Acquired Fund and the Acquired Fund's shareholders that are solely and
directly related to the transaction in accordance with the guidelines
established in Rev. Rul. 73-54, 1973-1 C.B. 187 (such as legal and accounting
expenses, appraisal fees, administrative costs, security underwriting and
registration fees and expenses, and transfer agents' fees and expenses).
Otherwise, the Acquiring Fund, the Acquired Fund, and the shareholders of the
Acquired Fund will pay their respective expenses, if any, incurred in connection
with the transaction.
(L) There is no intercorporate indebtedness existing between the
Acquired Fund and the Acquiring Fund that was issued, acquired, or will be
settled at a discount.
(M) The Acquired Fund and the Acquiring Fund each meet the
requirements of a regulated investment company as defined in Sections
368(a)(2)(F)(ii) and (iii) of the Internal Revenue Code of 1986, as amended (the
"Code").
(N) On the Closing Date, the Acquiring Fund will not own, directly or
indirectly, nor did it own during the five years preceding the Closing Date,
directly or indirectly, any shares of the Acquired Fund.
(O) The fair market value of the assets of the Acquired Fund
transferred to the Acquiring Fund will equal or exceed the sum of the
liabilities assumed by the Acquiring Fund, plus the amount of liabilities, if
any, to which the transferred assets are subject.
(P) Each of the Acquired Fund and the Acquiring Fund has elected to
be taxed as a "regulated investment company" under Section 851 of the Code and,
for all of its taxable periods (including the last short taxable period ending
on the date of the transaction for the Acquired Fund), has qualified for the
special tax treatment afforded regulated investment companies under the Code,
and after the transaction, the Acquiring Fund intends to continue to so qualify.
The Pacific Capital Funds
July 10, 2000
Page 5
(Q) The Acquired Fund is not under the jurisdiction of a court in a
case under Title 11 of the United States Code or a receivership, foreclosure, or
similar proceeding in a Federal or state court within the meaning of Code
Section 368(a)(3)(A).
(R) Neither the Acquired Fund nor one or more of its shareholders, or
any combination thereof, will control (within the meaning of Section
368(a)(2)(H) of the Code, which provides that control means the ownership of
shares possessing at least 50 percent of the total combined voting power of all
classes of shares entitled to vote, or at least 50 percent of the total value of
all classes of shares) the Acquiring Fund immediately after the transfer.
Our opinions set forth in this letter are based upon the Code,
regulations of the Treasury Department, published administrative announcements
and rulings of the Service and court decisions, all as of the date of this
letter. Based on the foregoing facts and representations, and provided that the
transaction will take place in accordance with the terms of the Reorganization
Agreement, and further provided that the Acquired Fund distributes the shares of
the Acquiring Fund received in the transaction as soon as practicable, we are of
the opinion that:
(1) The transfer by the Acquired Fund of substantially all of its assets
to the Acquiring Fund solely in exchange for shares of the Acquiring Fund and
the assumption by the Acquiring Fund of the Acquired Fund's liabilities,
followed by the distribution by the Acquired Fund of the Acquiring Fund Shares
to its shareholders in complete liquidation of the Acquired Fund will be a
reorganization within the meaning of Section 368(a) of the Code.
(2) The Acquired Fund will recognize no gain or loss on its transfer of
substantially all of its assets to the Acquiring Fund in exchange solely for the
Acquiring Fund Shares and the assumption by the Acquiring Fund of the Acquired
Fund's liabilities, or on distribution of such Acquiring Fund Shares to its
shareholders.
(3) The Acquiring Fund will recognize no gain or loss on its receipt of
substantially all of the assets of the Acquired Fund and the assumption by the
Acquiring Fund of the Acquired Fund's liabilities in exchange solely for the
Acquiring Fund Shares.
(4) The Acquiring Fund's basis in the assets received from the Acquired
Fund in the transaction will equal the basis of such assets in the hands of the
Acquired Fund immediately prior to the transaction.
(5) The Acquiring Fund's holding period for the assets received in the
Transaction will include the period during which the Acquired Fund held such
assets.
(6) The shareholders of the Acquired Fund will recognize no gain or loss
on the receipt of the Acquiring Fund Shares (including any fractional share
interests to which they may be entitled) solely in exchange for their Acquired
Fund shares.
(7) The basis of the Acquiring Fund Shares received by each of the
Acquired Fund's shareholders in the transaction (including fractional shares to
which
The Pacific Capital Funds
July 10, 2000
Page 6
they may be entitled) will equal the basis of the Acquired Fund shares
surrendered in exchange therefor.
(8) The holding period of the Acquiring Fund Shares received by each of
the Acquired Fund's shareholders in exchange for their Acquired Fund shares
(including fractional shares to which they may be entitled) will include the
period that the shareholder held the Acquired Fund shares exchanged therefor,
provided that the shareholder held such shares as a capital asset on the date of
the exchange.
The opinions set forth above represent our conclusions as to the
application of federal income tax law existing as of the date of this letter to
the transactions described above, and we can give no assurance that legislative
enactments, administrative changes or court decisions may not be forthcoming
which would require modifications or revocations of our opinions expressed
herein. Moreover, there can be no assurance that positions contrary to our
opinions will not be taken by the Service, or that a court considering the
issues would not hold contrary to such opinions. Further, all the opinions set
forth above represent our conclusions based upon the documents and facts
referred to above. Any material amendments to such documents or changes in any
significant facts would affect the opinions referred to herein. Although we
have made such inquiries and performed such investigation as we have deemed
necessary to fulfill our professional responsibilities, we have not undertaken
an independent investigation of the facts referred to in this letter.
We express no opinion as to any federal income tax issue or other
matter except those set forth above.
We hereby consent to the filing of this opinion as an exhibit to the
Trust's Registration Statement on Form N-14 (and our being named therein) filed
by the Trust in connection with the Transaction.
Very truly yours,
/s/ Paul, Hastings, Janofsky & Walker LLP
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on behalf of the Registrant in the City
of San Diego, State of California, on the 13th day of July, 2000.
PACIFIC CAPITAL FUNDS
By: /s/ Irimga McKay
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Irimga McKay
President
As required by the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
/s/ IRIMGA MCKAY President July 13, 2000
- ---------------------------------
(Irimga McKay) (Principal Executive
Officer)
* Treasurer (Principal
- ---------------------------------
(Craig Warren) Financial and Accounting
Officer)
* Trustee and Chairperson
- ---------------------------------
(Walter J. Laskey)
* Trustee
- ---------------------------------
(Douglas Philpotts)
* Trustee
- ---------------------------------
(Richard W. Gushman, II)
* Trustee
- ---------------------------------
(Stanley W. Hong)
* Trustee
- ---------------------------------
(Russell K. Okata)
* Trustee
- ---------------------------------
(Oswald K. Stender)
*/s/ IRIMGA MCKAY Trustee July 13, 2000
- ---------------------------------
(Irimga McKay, Attorney-in-Fact)
EXHIBIT INDEX
PACIFIC CAPITAL FUNDS
Post-Effective Amendment No. 1 to
Form N-14 Registration Statement
(12) Tax Opinion and Consent of Counsel dated July 10, 2000.