-----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, Hltkemr27p+/8eOYxifoXVFwwlcQj/2asLmCtu/Jqz8aMXY7jaDOb5NU6og5HHjO DDWs8HyWEvhobOpweLSxYg== 0000088053-00-001080.txt : 20001130 0000088053-00-001080.hdr.sgml : 20001130 ACCESSION NUMBER: 0000088053-00-001080 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCUDDER INTERNATIONAL FUND INC CENTRAL INDEX KEY: 0000088053 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 132827803 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 333-31816 FILM NUMBER: 735907 BUSINESS ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2123266200 FORMER COMPANY: FORMER CONFORMED NAME: SCUDDER INTERNATIONAL INVESTMENTS LTD DATE OF NAME CHANGE: 19761203 N-14 1 0001.txt N-14 FOR SCUDDER INTERNATIONAL FUND, INC. As filed with the Securities and Exchange Commission on October 6, 2000 File No. 333-31816 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. 2 [X] -------------------------- SCUDDER INTERNATIONAL FUND, INC. (Exact Name of Registrant as Specified in Charter) 345 Park Avenue New York, NY 10154-0010 (Address of Principal Executive Offices) (Zip Code) (212) 326-6200 (Registrant's Area Code and Telephone Number) John Millette Scudder Kemper Investments, Inc. Two International Place Boston, MA 02110-4103 (Name and Address of Agent for Service) with copies to: Caroline Pearson, Esq. Sheldon A. Jones, Esq. Scudder Kemper Investments, Inc. Dechert Price & Rhoads Two International Place Ten Post Office Square - South Boston, MA 02110-4103 Boston,MA 02109-4603 -------------------------- Approximate Date of Proposed Public Offering: It is proposed that this filing will become effective immediately upon filing pursuant to Rule 485(b). Title of Securities Being Registered: Shares of Capital Stock ($.01 par value per share) of Scudder International Fund, a series of the Registrant No filing fee is required because the Registrant has previously registered an indefinite number of its shares under the Securities Act of 1933, as amended, pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended. --------------------------- This Post-Effective Amendment No. 2 (the "Amendment") of this Registration Statement on Form N-14, as amended (the "Registration Statement"), is being filed solely for the purpose of adding the enclosed exhibits to this Registration Statement. Parts A, B, and C of the Registration Statement are incorporated by reference into this Amendment from the filing with the Securities and Exchange Commission of (1) for Parts A and B, the filing on Form 497 of Parts A and B of the Registration Statement on April 25, 2000; and (2) for Part C, Pre-Effective Amendment No. 1 to the Registration Statement on March 29, 2000, except for (a) Part 12 of Item 16 of Part C of the Registration Statement; and (b) Part 16 of Item 16 of Part C of the Registration Statement, each of which is amended as shown below. PART C OTHER INFORMATION Item 16. EXHIBITS 12. Opinion and consent of Willkie Farr & Gallagher supporting the tax matters and consequences to shareholders discussed in the prospectus is filed herewith pursuant to the undertaking made in Item 17(3) of Pre-Effective Amendment No. 1 to the Registration Statement that the final tax opinion be filed as a post-effective amendment to the Registration Statement. 16. Powers of attorney are filed herewith. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, this Amendment to the Registration Statement on Form N-14 has been signed on behalf of the Registrant, by the undersigned, thereunto duly authorized, in the City of Boston and The Commonwealth of Massachusetts on October 6, 2000. Scudder International Fund, Inc. By: /s/ Linda C. Coughlin, Linda C. Coughlin, President Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment has been signed below by the following persons in the capacities and on the date indicated.
Signature Title Date /s/ Linda C. Coughlin Chairman and Director October 6, 2000 Linda C. Coughlin /s/ Henry P. Becton, Jr.* Director October 6, 2000 Henry P. Becton, Jr. /s/ Dawn-Marie Driscoll* Director October 6, 2000 Dawn-Marie Driscoll /s/ Edgar R. Fiedler* Director October 6, 2000 Edgar R. Fiedler /s/ Keith R. Fox* Director October 6, 2000 Keith Fox /s/ Joan E. Spero* Director October 6, 2000 Joan E. Spero /s/ Jean Gleason Stromberg* Director October 6, 2000 Jean Gleason Stromberg /s/ Jean C. Temple* Director October 6, 2000 Jean C. Temple /s/ Steven Zaleznick* Director October 6, 2000 Steven Zaleznick /s/ John R. Hebble Treasurer October 6, 2000 John R. Hebble
*By: /s/ John Millette John Millette Attorney-in-Fact October 6, 2000 * Executed pursuant to powers of attorney filed herewith as Exhibit 16 to this Part C. EX-99.12 2 0002.txt FINAL TAX OPINION AND CONSENT OF COUNSEL EXHIBIT 12 August 14, 2000 Scudder International Fund 345 Park Avenue New York, New York 10154 AARP International Stock Fund Two International Place Boston, Massachusetts 02110-4103 Ladies and Gentlemen: You have asked us for our opinion concerning certain federal income tax consequences to (a) AARP Growth Trust, a Massachusetts business trust (the "Acquired Trust"), on behalf of AARP International Stock Fund (the "Acquired Fund"), a separate series of the Acquired Trust, (b) Scudder International Fund, Inc., a Maryland corporation (the "Acquiring Corporation"), on behalf of Scudder International Fund (the "Acquiring Fund"), a separate series of the Acquiring Corporation, and (c) holders of shares of beneficial interest in the Acquired Fund ("Acquired Fund Shareholders") when Acquired Fund Shareholders receive voting shares of common stock of the Acquiring Fund (the "Acquiring Fund Shares") in exchange for their interests in the Acquired Fund pursuant to an acquisition by the Acquiring Fund of all or substantially all of the assets of the Acquired Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund (the "Reorganization"), all pursuant to that certain Agreement and Plan of Reorganization (the "Plan"), dated August 14, 2000 (the "Effective Date"), between and among the Acquired Fund, the Acquiring Fund, the Acquired Trust and the Acquiring Corporation. We have reviewed such documents and materials as we have considered necessary for the purpose of rendering this opinion. In rendering this opinion, we have assumed that such documents as yet unexecuted will, when executed, conform in all material respects to the proposed forms of such documents that we have examined. In addition, we have assumed the genuineness of all signatures, the capacity of each party executing a document to so execute that document, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified or photostatic copies. We have made inquiry as to the underlying facts which we considered to be relevant to the conclusions set forth in this letter. The opinions expressed in this letter are based upon certain factual statements relating to the Acquired Fund and the Acquiring Fund set forth in the Registration Statement on Form N-14 (the "Acquiring Fund Registration Statement") filed by the Acquiring Fund with the Securities and Exchange Commission and representations made in letters from the Acquired Fund and the Acquiring Fund addressed to us for our use in rendering this opinion. We have no reason to believe that these representations and facts are not valid, but we have not attempted to verify independently any of these representations and facts, and this opinion is based upon the assumption that each of them is accurate. Capitalized terms used herein and not otherwise defined shall have the meaning given them in the Registration Statement. The conclusions expressed herein are based upon the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations issued thereunder, published rulings and procedures of the Internal Revenue Service and judicial decisions, all as in effect on the date of this letter. Based upon the foregoing, we are of the opinion that for federal income tax purposes: (a) the transfer of all or substantially all of the Acquired Fund's assets in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund, and the distribution of such Acquiring Fund Shares to shareholders of the Acquired Fund in exchange for their shares of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a)(1) of the Code, and the Acquiring Fund and the Acquired Fund are each a "party to a reorganization" within the meaning of Section 368(b) of the Code; (b) no gain or loss will be recognized by the Acquiring Fund on the receipt of the assets of the Acquired Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund; (c) no gain or loss will be recognized by the Acquired Fund upon the transfer of the Acquired Fund's assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of liabilities of the Acquired Fund or upon the distribution (whether actual or constructive) of the Acquiring Fund Shares to the Acquired Fund's Shareholders in exchange for their shares of the Acquired Fund; (d) no gain or loss will be recognized by shareholders of the Acquired Fund upon the exchange of their shares of the Acquired Fund for the Acquiring Fund Shares or upon the assumption by the Acquiring Fund of liabilities of the Acquired Fund; (e) the aggregate tax basis for the Acquiring Fund Shares received by each of the Acquired Fund's shareholders pursuant to the Acquisition will be the same as the aggregate tax basis of the shares of the Acquired Fund held by such shareholder immediately prior to the Acquisition, and the holding period of the Acquiring Fund Shares to be received by each Acquired Fund Shareholder will include the period during which the shares of the Acquired Fund exchanged therefor were held by such shareholder (provided that the Acquired Fund shares were held as capital assets on the date of the Acquisition); and (f) the tax basis of the Acquired Fund's assets acquired by the Acquiring Fund will be the same as the tax basis of such assets to the Acquired Fund immediately prior to the Acquisition, and the holding period of the assets of the Acquired Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Acquired Fund. Very truly yours, /s/ Willkie Farr & Gallagher EX-99.16 3 0003.txt POWER OF ATTORNEY EXHIBIT 16 POWER OF ATTORNEY ----------------- GLOBAL/INTERNATIONAL FUND, INC. INVESTMENT TRUST SCUDDER CALIFORNIA TAX FREE TRUST SCUDDER CASH INVESTMENT TRUST SCUDDER FUNDS TRUST SCUDDER INCOME TRUST SCUDDER INTERNATIONAL FUND, INC. SCUDDER MONEY MARKET TRUST SCUDDER MUNICIPAL TRUST SCUDDER MUTUAL FUNDS, INC. SCUDDER PATHWAY SERIES SCUDDER PORTFOLIO TRUST SCUDDER SECURITIES TRUST SCUDDER STATE TAX FREE TRUST SCUDDER TAX FREE MONEY FUND SCUDDER TAX FREE TRUST SCUDDER U.S. TREASURY MONEY FUND VALUE EQUITY TRUST Pursuant to the requirements of the Securities Act of 1933, this Power of Attorney has been signed below by the following persons in the capacities and on the dates indicated. By so signing, the undersigned in his/her capacity as trustee or officer, or both, as the case may be of the Registrant, does hereby appoint John Millette and Caroline Pearson and each of them, severally, or if more than one acts, a majority of them, his/her true and lawful attorney and agent to execute in his/her name, place and stead (in such capacity) any and all amendments to the Registration Statement and any post-effective amendments thereto and all instruments necessary or desirable in connection therewith, to attest the seal of the Registrant thereon and to file the same with the Securities and Exchange Commission. Each of said attorneys and agents shall have power to act with or without the other and have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and approving the act of said attorneys and agents and each of them.
Signature Title Date /s/ Linda C. Coughlin Trustee/Director 7/14/2000 Linda C. Coughlin /s/ Henry P. Becton, Jr. Trustee/Director 7/14/2000 Henry P. Becton, Jr. /s/ Dawn-Marie Driscoll Trustee/Director 7/14/2000 Dawn-Marie Driscoll /s/ Edgar R. Fiedler Trustee/Director 6/20/2000 Edgar R. Fiedler /s/ Keith R. Fox Trustee/Director 7/3/2000 Keith R. Fox /s/ Joan E. Spero Trustee/Director 7/14/2000 Joan Edelman Spero /s/ Jean Gleason Stromberg Trustee/Director 7/14/2000 Jean Gleason Stromberg /s/ Jean C. Temple Trustee/Director 7/14/2000 Jean C. Temple /s/ Steven Zaleznick Trustee/Director 7/14/2000 Steven Zaleznick
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