As filed with the Securities and Exchange Commission
on September 17, 2002
SECURITIES ACT FILE NO. 333-99585
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
PRE-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PROGRESSIVE RETURN FUND, INC.
(Exact Name of Registrant as Specified in Charter)
c/o Bear Stearns Funds Management Inc.,
383 Madison Avenue, New York, New York 10179
(Address of Principal Executive Offices: Number, Street, City, State, Zip Code)
(212) 272-2093
(Registrant's Area Code and Telephone Number)
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Ralph Bradshaw, President
Progressive Return Fund, Inc.
c/o Bear Stearns Funds Management Inc.
383 Madison Avenue
New York, New York 10179
(Name and Address of Agent for Service)
with copies to:
Thomas R. Westle, Esq.
Spitzer & Feldman P.C.
405 Park Avenue
New York, New York 10022
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APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after this Registration Statement becomes effective
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
===============================================================================
TITLE OF PROPOSED PROPOSED
SECURITIES MAXIMUM MAXIMUM AMOUNT OF
BEING AMOUNT BEING OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE(1) FEE
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Common Stock
($0.001 par value) 36,000,000 $36,000,000 $36,000,000 $3,312
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(f) under the Securities Act of 1933, as amended, based
on the Exchange Ratio (the net asset value of Cornerstone Strategic Value
Fund, Inc.)
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
THE REGISTRANT HEREBY INCORPORATES BY REFERENCE THE PART A PROSPECTUS/PROXY AND
PART B STATEMENT OF ADDITIONAL INFORMATION TO THE REGISTRATION STATEMENT FILED
ON FORM N-14 (REGISTRATION NO. 333-99585) FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON SEPTEMBER 13, 2002.
PART C
OTHER INFORMATION
ITEM 15. INDEMNIFICATION
A policy of insurance covering Cornerstone Advisors, Inc., its
affiliates, and all of the registered investment companies advised by
Cornerstone Advisors insures the Registrant's directors and officers and others
against liability arising by reason of an alleged breach of duty caused by any
negligent act, error or accidental omission in the scope of their duties.
ITEM 16. EXHIBITS.
(1) Copy of the Articles of Incorporation of PGF as now in effect
(2) Amended and Restated By-Laws as of February 13, 2002 of the Registrant
(3) Not Applicable
(4) Copy of Agreement and Plan of Reorganization (included as Exhibit A to the
Proxy Statement/Prospectus, which is part of the Registration Statement on Form
N-14).
(5) Not Applicable
(6) Copy of the Investment Management Agreement dated as of April 19, 2001
between Cornerstone Advisors, Inc. and PGF - incorporated herein by reference to
Exhibit 4 to PGF's Proxy Statement for the Annual Meeting of Stockholders held
on April 19, 2001 on Schedule 14A as filed with the Commission on March 7,
2001.
(7) Not Applicable
(8) Not Applicable
(9) Custody Agreement -
(10) Not Applicable
(11) Opinion and consent of Counsel regarding legality of securities being
registered.
(12) Opinion and consent of Counsel regarding certain tax matters and
consequences to shareholders.
(13) Not Applicable
(14) Consent of Independent Auditors (filed herewith)
(15) Not Applicable
(16) Not Applicable
(17) Not Applicable
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ITEM 17. UNDERTAKINGS.
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 [17 CFR
230.145c], 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.
The undersigned registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as 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 1933 Act, each post-effective
amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of securities at that time shall be deemed to
be the initial bona fide offering of them.
The undersigned registrant hereby undertakes to file the definitive
tax opinion of Spitzer & Feldman PC (Exhibit 12) upon the consummation of the
merger transaction.
SIGNATURES
As required by the Securities Act of 1933, this pre-effective
amendment to the registration statement has been signed on behalf of the
registrant, in the City of New York and the State of New York, on the 17th day
of September, 2002.
PROGRESSIVE RETURN FUND, INC.
By: /S/ RALPH W. BRADSHAW
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Name: Ralph Bradshaw
Title: President
As required by the Securities Act of 1933, this pre-effective
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated:
/S/ ANDREW STRAUSS /S/ THOMAS LENAGH
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Andrew A. Strauss, Director Thomas H. Lenagh, Director
/S/ SCOTT ROGERS /S/ EDWIN MEESE
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Scott B. Rogers, Director Edwin Meese III, Director
/S/ RALPH W. BRADSHAW /S/ GLENN W. WILCOX, SR.
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Ralph W. Bradshaw, Director Glenn W. Wilcox, Sr., Director
/S/ GARY A. BENTZ
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Gary A. Bentz, Principal Financial Officer
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