-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KdbQUrPPMZhOLxXEgLomdmtLqtFP6grTtoV7ThuLAXoKv5uF6zaONIOonJ5WLEvN bfGgnFqgcictJPOKMfhnfQ== 0000950135-95-002613.txt : 19951211 0000950135-95-002613.hdr.sgml : 19951211 ACCESSION NUMBER: 0000950135-95-002613 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951208 EFFECTIVENESS DATE: 19951208 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANCOCK JOHN SERIES INC CENTRAL INDEX KEY: 0000819300 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-62417 FILM NUMBER: 95600478 BUSINESS ADDRESS: STREET 1: 101 HUNTINGTON AVENUE STREET 2: STE 6000 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 7137512400 MAIL ADDRESS: STREET 1: 101 HUNTINGTON AVENUE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02199 FORMER COMPANY: FORMER CONFORMED NAME: TRANSAMERICA SERIES INC DATE OF NAME CHANGE: 19940729 FORMER COMPANY: FORMER CONFORMED NAME: TRANSAMERICA SPECIAL SERIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CRITERION SPECIAL SERIES INC DATE OF NAME CHANGE: 19890718 485BPOS 1 JOHN HANCOCK SERIES, INC. 1 As filed with the Securities and Exchange Commission on December 8, 1995. File Nos. 33-62417; 811-5254 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) JOHN HANCOCK SERIES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 101 HUNTINGTON AVENUE, BOSTON, MASSACHUSETTS 02199-7603 - -------------------------------------------------------------------------------- (Address of principal executive office) Zip Code (617) 375-1700 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, including Area Code) With a copy to: --------------- THOMAS H. DROHAN, ESQ. JEFFREY N. CARP, ESQ. JOHN HANCOCK ADVISERS, INC. HALE AND DORR 101 HUNTINGTON AVENUE 60 STATE STREET BOSTON, MA 02199 BOSTON, MA 02109 - -------------------------------------------------------------------------------- (Name and address of agent for service) No filing fee is required because an indefinite number of shares have previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended. It is proposed that this filing will become effective immediately upon filing pursuant to paragraph (b) of Rule 485. 2 JOHN HANCOCK SERIES, INC. STATEMENT OF INCORPORATION BY REFERENCE The Cross-Reference Sheet, Part A, Part B and Part C of the registrant's registration statement on Form N-14, File Nos. 33-62417 and 811-5254, dated September 7, 1995, are incorporated by reference in their entirety herein. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it meets all of the requirements for effectiveness of this post-effective amendment No. 1 ("PEA No. 1") to the Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has caused this PEA No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston and The Commonwealth of Massachusetts, on the 8th day of December, 1995. JOHN HANCOCK SERIES, INC. By: * ---------------------------- Edward J. Boudreau, Jr. Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this PEA No. 1 has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- * Chairman and Chief Executive - ----------------------------- Officer (Principal Executive Officer) Edward J. Boudreau, Jr. /s/ James B. Little Senior Vice President and Chief December 8, 1995 - ----------------------------- Financial Officer (Principal James B. Little Financial and Accounting Officer) * Trustee - ----------------------------- James F. Carlin * Trustee - ----------------------------- William H. Cunningham * Trustee - ----------------------------- Charles L. Ladner
C-1 4
SIGNATURE TITLE DATE --------- ----- ---- * Trustee - ----------------------------- Leo E. Linbeck, Jr. * Trustee - ----------------------------- Patricia P. McCarter * Trustee - ----------------------------- Steven R. Pruchansky * Trustee - ----------------------------- Norman H. Smith * Trustee - ----------------------------- John P. Toolan *By: /s/ Thomas H. Drohan December 8, 1995 ----------------------- Thomas H. Drohan, Attorney-in-Fact
C-2 5 EXHIBIT INDEX Exhibit 12 Opinion and consent of counsel supporting the tax matters and consequences to shareholders. EX-99.B12 2 OPINION AND CONSENT OF COUNSEL 1 [HALE AND DORR LETTERHEAD] November 17, 1995 Board of Trustees John Hancock Cash Management Fund 101 Huntington Avenue Boston, Massachusetts 02199 Board of Directors John Hancock Series, Inc., on behalf of John Hancock Money Market Fund 101 Huntington Avenue Boston, Massachusetts 02199 Dear Members of the Board of Trustees and the Board of Directors: You have requested our opinion regarding the federal income tax consequences of the acquisition by John Hancock Money Market Fund ("Acquiring Fund"), a series of John Hancock Series, Inc. (the "Company"), of all of the assets of John Hancock Cash Management Fund ("Acquired Fund"), a Massachusetts business trust, in exchange solely for (i) the assumption by Acquiring Fund of all of the liabilities of Acquired Fund and (ii) the issuance of Class A shares of voting common stock of Acquiring Fund (the "Acquiring Fund Shares") to Acquired Fund, followed by the distribution by Acquired Fund, in liquidation of Acquired Fund, of the Acquiring Fund Shares to the shareholders of Acquired Fund and the termination of Acquired Fund (the foregoing together constituting the "reorganization" or the "transaction"). In rendering this opinion, we have examined and relied upon (i) the prospectus for Acquired Fund, dated February 1, 1995, (ii) the statement of additional information for Acquired Fund, dated February 1, 1995, (iii) the prospectus for the Class A and Class B shares of Acquiring Fund, dated September 12, 1995, (iv) the statement of additional information for the Class A and Class B shares of Acquiring Fund, dated September 12, 1995, (v) the registration statement on Form N-14 of the Company relating to the transaction (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC") on September 7, 2 Board of Trustees and Board of Directors John Hancock Cash Management Fund and John Hancock Series, Inc. November 17, 1995 Page 2 1995, (vi) the Notice of Special Meeting of Shareholders To Be Held November 15, 1995 and the accompanying proxy statement and prospectus relating to the transaction dated October 9, 1995 (the "Proxy Statement"), (vii) the Agreement and Plan of Reorganization, made October 9, 1995, between the Company, on behalf of Acquiring Fund, and Acquired Fund (the "Agreement"), (viii) the representation letters on behalf of Acquiring Fund and Acquired Fund referred to below and (ix) such other documents as we deemed appropriate. We have assumed that all parties to the Agreement have acted and will act in accordance with the terms of the Agreement and all other documents relating to the transaction. The conclusions expressed herein represent our judgment regarding the proper treatment of Acquiring Fund, Acquired Fund and the shareholders of Acquired Fund on the basis of our analysis of the Internal Revenue Code of 1986, as amended (the "Code"), case law, Treasury regulations and the rulings and other pronouncements of the Internal Revenue Service (the "Service") which exist at the time this opinion is rendered, all of which are subject to prospective or retroactive change. Our opinion represents our best judgment regarding the issues presented and is not binding upon the Service or any court. Moreover, our opinion does not provide any assurance that a position taken in reliance on such opinion will not be challenged by the Service and does not constitute any representation or warranty that such position, if so challenged, will not be rejected by a court. FACTS Acquiring Fund is a series of a corporation, the Company, which was established under the laws of Maryland in 1987 and is registered as an open-end investment company under the Investment Company Act of 1940, as amended (the "1940 Act"). The Company has several separate series and may create additional series in the future. Each series of the Company has separate assets and liabilities from those of each other series. Each such series is treated as a separate corporation and regulated investment company pursuant to Section 851(h) of the Code. Acquiring Fund commenced operations on October 26, 1987. The investment objective of Acquiring Fund is to provide maximum current income, consistent with capital preservation and liquidity. Acquiring Fund invests in money market instruments denominated in U.S. dollars including, but not limited to, U.S. Government, municipal, and foreign governmental securities; obligations of supranational organizations (e.g., the World Bank and the International Monetary Fund); obligations of U.S. and foreign banks and other lending institutions; corporate 3 Board of Trustees and Board of Directors John Hancock Cash Management Fund and John Hancock Series, Inc. November 17, 1995 Page 3 obligations; and repurchase or reverse repurchase agreements. Acquiring Fund seeks to maintain a constant net asset value per share equal to $1.00. Acquired Fund is a business trust which was established under the laws of The Commonwealth of Massachusetts in 1979 and is registered as an open-end investment company under the 1940 Act. Acquired Fund has operated as an investment company since its inception. Acquired Fund's investment objective is the same as that of Acquiring Fund. Acquired Fund invests in high quality, U.S. dollar-denominated instruments of U.S. and foreign issuers, including U.S. Government securities, bank investments (e.g., certain certificates of deposit and bankers' acceptances), commercial paper, corporate obligations, repurchase agreements and time deposits. Acquired Fund also seeks to maintain a constant net asset value per share equal to $1.00. The steps comprising the reorganization, as set forth in the Agreement, are as follows: (i) Acquired Fund will transfer to Acquiring Fund all of its assets (consisting, without limitation, of portfolio securities and instruments, dividend and interest receivables, cash and other assets). In exchange for the assets transferred to it, Acquiring Fund will (A) assume all of the liabilities of Acquired Fund (comprising all of its known and unknown liabilities and referred to hereinafter as the "Acquired Fund Liabilities") and (B) issue Acquiring Fund Shares to Acquired Fund that have an aggregate net asset value equal to the value of the assets transferred to Acquiring Fund by Acquired Fund, less the value of the Acquired Fund Liabilities assumed by Acquiring Fund. (ii) Promptly after the transfer of its assets to Acquiring Fund, Acquired Fund will distribute in liquidation the Acquiring Fund Shares it receives in the exchange to Acquired Fund shareholders pro rata in exchange for their surrender of their shares of Acquired Fund ("Acquired Fund Shares"). (iii) After such exchanges, liquidation and distribution, the existence of Acquired Fund will be promptly terminated in accordance with Massachusetts law. The Agreement and the transactions contemplated thereby were approved by the Board of Directors of the Company, on behalf of Acquiring Fund, at a meeting held on September 11, 1995. Acquiring Fund's shareholders are not required and were not asked 4 Board of Trustees and Board of Directors John Hancock Cash Management Fund and John Hancock Series, Inc. November 17, 1995 Page 4 to approve the transaction. The Agreement and the transactions contemplated thereby were approved by the Board of Trustees of Acquired Fund at a meeting held on August 28, 1995, subject to the approval of the shareholders of Acquired Fund. Acquired Fund shareholders approved the transaction at a meeting held on November 15, 1995. Massachusetts law does not provide dissenters' rights for Acquired Fund shareholders in the transaction. Additionally, it is the position of the Division of Investment Management of the SEC that appraisal rights, in contexts such as the reorganization, are inconsistent with Rule 22c-1 under the 1940 Act and are therefore preempted and invalidated by such rule. Consequently, Acquired Fund shareholders will not have dissenters' or appraisal rights in the transaction. Our opinions set forth below are subject to the following factual assumptions being true on the date the transaction is consummated, i.e., the date of this opinion letter. Authorized representatives of Acquiring Fund and Acquired Fund have represented to us by letters of even date herewith that the following assumptions are true on this date: (a) Acquiring Fund has no plan or intention to redeem or otherwise reacquire any of the Acquiring Fund Shares received by shareholders of Acquired Fund in the transaction except in connection with its legal obligation under Section 22(e) of the 1940 Act as a registered open-end investment company to redeem its own shares. (b) After the transaction, Acquiring Fund will continue the historic business of Acquired Fund and will use all of the assets acquired from Acquired Fund in the ordinary course of a business. (c) Acquiring Fund has no plan or intention to sell or otherwise dispose of any assets of Acquired Fund acquired in the transaction, except for dispositions made in the ordinary course of its business or to maintain its qualification as a regulated investment company under Subchapter M of the Code. (d) The shareholders of Acquiring Fund and the shareholders of Acquired Fund will bear their respective expenses, if any, in connection with the transaction. (e) Acquiring Fund and Acquired Fund will each bear its own expenses incurred in connection with the transaction. Any liabilities of Acquired Fund attributable to such expenses that remain unpaid on the closing date of the transaction and are 5 Board of Trustees and Board of Directors John Hancock Cash Management Fund and John Hancock Series, Inc. November 17, 1995 Page 5 assumed by Acquiring Fund in the transaction are attributable to Acquired Fund's expenses 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. (f) There is no indebtedness between Acquiring Fund and Acquired Fund. (g) Acquired Fund has elected to be treated as a regulated investment company under Subchapter M of the Code, has qualified as a regulated investment company for each taxable year since its inception, and qualifies as such for its final taxable year ending on the closing date of the transaction. (h) Acquiring Fund has elected to be treated as a regulated investment company under Subchapter M of the Code, has qualified as a regulated investment company for each taxable year since its inception, and qualifies as such as of the date of the transaction. (i) Neither Acquiring Fund nor Acquired Fund is under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code. (j) Acquiring Fund does not own and since its inception has not owned, directly or indirectly, any shares of Acquired Fund. (k) Acquiring Fund will not pay cash in lieu of fractional shares in connection with the transaction. (l) As of the date of the transaction, the fair market value of the Acquiring Fund Shares issued to Acquired Fund in exchange for the assets of Acquired Fund is approximately equal to the fair market value of the assets of Acquired Fund received by Acquiring Fund, minus the value of the Acquired Fund Liabilities assumed by Acquiring Fund. (m) Acquired Fund shareholders will be in control (within the meaning of Sections 368(a)(2)(H) and 304(c) of the Code, which provide that control means the ownership of shares possessing at least 50% of the total combined voting power of all classes of shares that are entitled to vote or at least 50% of the total value of shares of all classes) of Acquiring Fund after the transaction, and to the best knowledge of management of Acquired Fund, there is no intention on the part of any shareholders of Acquired Fund to redeem, sell, exchange, or otherwise dispose of a number of the shares of Acquiring Fund received in the transaction that would affect the retention of control of Acquiring Fund by 6 Board of Trustees and Board of Directors John Hancock Cash Management Fund and John Hancock Series, Inc. November 17, 1995 Page 6 former shareholders of Acquired Fund after consummation of the transaction. (n) At the time of the transaction, Acquiring Fund does not have outstanding any warrants, options, convertible securities, or any other type of right pursuant to which any person could acquire shares of Acquiring Fund that, if exercised or converted, would affect the acquisition or retention of control (within the meaning of Sections 368(a)(2)(H) and 304(c) of the Code) of Acquiring Fund by the shareholders of Acquired Fund. (o) The principal business purposes of the transaction are to combine the assets of Acquiring Fund and Acquired Fund in order to eliminate the adverse effects on Acquired Fund of an anticipated preference by current and potential investors for Acquiring Fund resulting from Acquiring Fund's more modern and more effective distribution structure, to eliminate redundancies in the John Hancock group of funds in order to improve marketing and asset growth, to achieve possible savings in time and cost arising from consolidated portfolio management, and to increase diversification. (p) As of the date of the transaction, the fair market value of the Acquiring Fund Shares received by each holder of Acquired Fund Shares is approximately equal to the fair market value of the Acquired Fund Shares surrendered by such shareholder. (q) There is no plan or intention on the part of any shareholder of Acquired Fund that owns beneficially 5% or more of the Acquired Fund Shares and, to the best knowledge of management of Acquired Fund, there is no plan or intention on the part of the remaining shareholders of Acquired Fund to sell, redeem, exchange or otherwise dispose of a number of the Acquiring Fund Shares received in the transaction that would reduce the aggregate ownership of the Acquiring Fund Shares by former Acquired Fund shareholders to a number of shares having a value, as of the date of the transaction, of less than fifty percent (50%) of the value of all of the formerly outstanding Acquired Fund Shares as of the same date. Shares of Acquired Fund and Acquiring Fund held by Acquired Fund shareholders and sold, redeemed, exchanged or disposed of prior or subsequent to the transaction as part of the plan of reorganization are taken into account for purposes of this representation. (r) Acquired Fund assets transferred to Acquiring Fund comprise at least ninety percent (90%) of the fair market value of the net assets and at least seventy percent (70%) of the fair market value of the gross assets held by Acquired Fund immediately 7 Board of Trustees and Board of Directors John Hancock Cash Management Fund and John Hancock Series, Inc. November 17, 1995 Page 7 prior to the transaction. For purposes of this representation, amounts used by Acquired Fund to pay its outstanding liabilities, including reorganization expenses, and all redemptions and distributions (except for redemptions in the ordinary course of business upon demand of a shareholder that Acquired Fund is required to make as an open-end investment company pursuant to Section 22(e) of the 1940 Act and regular, normal dividends, which dividends include any final distribution of previously undistributed investment company taxable income and net capital gain for Acquired Fund's final taxable year ending on the closing date of the transaction) made by Acquired Fund immediately preceding the transaction are taken into account as assets of Acquired Fund held immediately prior to the transaction. (s) The Acquired Fund Liabilities assumed by Acquiring Fund plus the liabilities, if any, to which the transferred assets are subject were incurred by Acquired Fund in the ordinary course of its business or are expenses of the transaction. (t) The fair market value of the Acquired Fund assets transferred to Acquiring Fund equals or exceeds the sum of the Acquired Fund Liabilities assumed by Acquiring Fund and the amount of liabilities, if any, to which the transferred assets are subject. (u) The total adjusted basis of the Acquired Fund assets transferred to Acquiring Fund equals or exceeds the sum of the Acquired Fund Liabilities assumed by Acquiring Fund and the amount of liabilities, if any, to which the transferred assets are subject. (v) Acquired Fund does not pay compensation to any shareholder-employee. (w) Acquired Fund has no outstanding warrants, options, convertible securities or any other type of right pursuant to which any person could acquire Acquired Fund Shares. OPINION On the basis of and subject to the foregoing and in reliance upon the representations described above, we are of the opinion that (a) The acquisition by Acquiring Fund of all of the assets of Acquired Fund solely in exchange for the issuance of Acquiring Fund Shares to Acquired Fund and the assumption of all of the Acquired Fund Liabilities by Acquiring Fund, followed by the 8 Board of Trustees and Board of Directors John Hancock Cash Management Fund and John Hancock Series, Inc. November 17, 1995 Page 8 distribution by Acquired Fund, in liquidation of Acquired Fund, of Acquiring Fund Shares to Acquired Fund shareholders in exchange for their Acquired Fund Shares and the termination of Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a)(1)(D) of the Code. Acquiring Fund and Acquired Fund will each be "a party to a reorganization" within the meaning of Section 368(b) of the Code. (b) No gain or loss will be recognized by Acquired Fund upon (i) the transfer of all of its assets to Acquiring Fund solely in exchange for the issuance of Acquiring Fund Shares to Acquired Fund and the assumption of all of the Acquired Fund Liabilities by Acquiring Fund and (ii) the distribution by Acquired Fund of such Acquiring Fund Shares to the shareholders of Acquired Fund (Sections 361(a) and 361(c) of the Code). (c) No gain or loss will be recognized by Acquiring Fund upon the receipt of the assets of Acquired Fund solely in exchange for the issuance of Acquiring Fund Shares to Acquired Fund and the assumption of all of the Acquired Fund Liabilities by Acquiring Fund (Section 1032(a) of the Code). (d) The basis of the assets of Acquired Fund acquired by Acquiring Fund will be, in each instance, the same as the basis of such assets in the hands of Acquired Fund immediately prior to the transfer (Section 362(b) of the Code). (e) The tax holding period of the assets of Acquired Fund in the hands of Acquiring Fund will, in each instance, include Acquired Fund's tax holding period for those assets (Section 1223(2) of the Code). (f) The shareholders of Acquired Fund will not recognize gain or loss upon the exchange of all of their Acquired Fund Shares solely for Acquiring Fund Shares as part of the transaction (Section 354(a)(1) of the Code). (g) The basis of the Acquiring Fund Shares received by the Acquired Fund shareholders in the transaction will be the same as the basis of the Acquired Fund Shares surrendered in exchange therefor (Section 358(a)(1) of the Code). (h) The tax holding period of the Acquiring Fund Shares received by Acquired Fund shareholders will include, for each shareholder, the tax holding period for the Acquired Fund Shares surrendered in exchange therefor, provided the Acquired Fund Shares were held as capital assets on the date of the exchange (Section 1223(1) of the Code). 9 Board of Trustees and Board of Directors John Hancock Cash Management Fund and John Hancock Series, Inc. November 17, 1995 Page 9 No opinion is expressed or implied regarding the federal income tax consequences to Acquiring Fund, Acquired Fund or Acquired Fund shareholders of any conditions existing at the time of, effects resulting from, or other aspects of the transaction except as expressly set forth above. Very truly yours, /s/ Hale and Dorr ----------------- Hale and Dorr -----END PRIVACY-ENHANCED MESSAGE-----