As filed with the Securities and Exchange Commission on May 16, 2003
Securities Act Registration No. 333-99689
Investment Company Act File No. 811-05807
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
(Check appropriate box or boxes)
[X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[X] Pre-Effective Amendment No. 3
[ ] Post-Effective Amendment No. ___
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X] Amendment No. 12
NAIC GROWTH FUND, INC.
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Exact Name of Registrant as Specified in Charter
711 West Thirteen Mile Road, Madison Heights, Michigan 48071
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Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
(248) 583-6242
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Registrant's Telephone Number, including Area Code
Kenneth S. Janke, NAIC Growth Fund, Inc.
711 West Thirteen Mile Road, Madison Heights, Michigan 48071
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Name and Address (Number, Street, City, State, Zip Code) of Agent for Service
With Copies to:
Barbara A. Bowman, Esq. Steven J. Dickinson, Esq.
Bodman, Longley & Dahling LLP Dorsey & Whitney LLP
34th Floor, 100 Renaissance Center 801 Grand, Suite 3900
Detroit, Michigan 48243 Des Moines, Iowa 50309
As soon as practicable after this registration statement becomes effective.
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Approximate Date of Proposed Public Offering
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 of 1933, other
than securities offered in connection with a dividend reinvestment plan, check
the following box. [X]
It is proposed that this filing will become effective (check appropriate box)
[_] when declared effective pursuant to section 8(c)
If appropriate, check the following box:
|_| this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
[_] this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act and the
Securities Act registration statement number of the earlier effective
registration statement for the same offering is-___.
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Proposed Proposed
Maximum Maximum
Title of Securities Amount Being Offering Price Per Aggregate Amount of
Being Registered Registered Unit Offering Price Registration Fee
Common stock 5,000,000 $9.98(1) $49,900,000 (1) $4,591 (1)
par value $0.001
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(d) under the Securities Act of 1933, as amended, and
based on the net asset value per share of $ 9.98 on September 5, 2002.
The registrant hereby amends this registration statement under the Securities
Act of 1933 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 the section 8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a) may determine.
This Pre-Effective Amendment to the Registration Statement on Form N-2 consists
of the following:
(1) Facing Sheet of the Registration Statement
(2) Part A- Use of Proceeds section only (following "Legal Proceedings"
and preceding "Distribution Policy")
(3) Signature Page
(4) Power of Attorney
The remainder of Part A and all of Parts B and C are incorporated by reference
to the Registration Statement on Form N-2 (File Nos. 333-99689 and 811-05807)
filed on April 28, 2003.
USE OF PROCEEDS
The Fund estimates the net proceeds from the sale of the shares offered
hereby will be $45,082,919, based on the Fund's net asset value of $9.05 on
April 17, 2003, and a sale price per share of $9.53, an estimated $2,400,000
sales charge, and an estimated $167,081 in expenses, assuming that the offering
continues for a two year period and all of the shares are sold in the offering.
The Fund will invest subscription proceeds in the market as quickly as possible,
consistent with the Fund's investment philosophy. The rate at which
subscriptions are invested may vary, depending on the degree to which the Fund
believes suitable investments exist, given conditions in the markets generally
and with certain companies in particular, the rate at which subscriptions are
received and other relevant factors. The Fund's goal is to invest subscription
proceeds within one month of receipt of a subscription, but under certain market
conditions and depending upon the availability of suitable investments, it may
take up to three months to invest the proceeds.
Pending such investment, it is anticipated that the proceeds will be
invested in short-term debt obligations or instruments. Investments in such
short-term debt obligations or investments may reduce the Fund's yield.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Madison Heights and State of Michigan on the 16th day
of May, 2003.
NAIC GROWTH FUND, INC.
By: /s/Kennth S. Janke
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Kenneth S. Janke
Its: President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates listed.
*
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Thomas E. O'Hara, Director and Chairman
Date: May 16, 2003
/s/ Kenneth S. Janke
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Kenneth S. Janke, Director, President and Treasurer
Date: May 16, 2003
*
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Lewis A. Rockwell, Director and Secretary
Date: May 16, 2003
*
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Peggy L. Schmeltz, Director
Date: May 16, 2003
*
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Luke E. Sims, Director
Date: May 16, 2003
*
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Carl A. Holth, Director
Date: May 16, 2003
*
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Benedict J. Smith, Director
Date: May 16, 2003
*
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James M. Lane, Director
Date: May 16, 2003
*By his signature below, Kenneth S. Janke, pursuant to duly executed powers of
attorney filed with the Securities and Exchange Commission, has signed this
Registration Statement on Form N-2 on May 16, 2003 on behalf of the above-listed
persons designated by asterisks, in the capacities set forth by their respective
names.
/s/ Kenneth S. Janke
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Kenneth S. Janke, Attorney-in-Fact
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officers and directors of
NAIC Growth Fund, Inc., a Maryland corporation (the "Fund"), do hereby
constitute and appoint Thomas E. O'Hara, Kenneth S. Janke, Lewis A. Rockwell,
and each of them, the lawful attorneys and agents or attorney and agent, with
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of them, determine may
be necessary or advisable or required to enable said corporation to comply with
the Securities Act of 1933 as amended, and the Investment Company Act of 1940,
as amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with a Registration Statement on Form N-2
relating to the offer and sale of 5,000,000 shares of common stock of the Fund.
Without limiting the generality of the foregoing power and authority, the powers
granted include the power and authority to sign the names of the undersigned
officers and directors in the capacities indicated below to the Registration
Statement, to any and all amendments, both pre-effective and post-effective, and
supplements to the Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with the Registration Statement or
amendments or supplements thereto, and each of the undersigned hereby ratifies
and confirms all that said attorneys and agents or any of them shall do or cause
to be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated by his or her name.
/s/ Thomas E. O'Hara
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Thomas E. O'Hara, Director and Chairman
Date: April 18, 2002
/s/ Kenneth S. Janke
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Kenneth S. Janke, Director, President and Treasurer
Date: April 18, 2002
/s/ Lewis A. Rockwell
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Lewis A. Rockwell, Director and Secretary
Date: April 18, 2002
/s/ Peggy L. Schmeltz
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Peggy L. Schmeltz, Director
Date: April 18, 2002
/s/ Luke E. Sims
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Luke E. Sims, Director
Date: April 18, 2002
/s/ Carl A. Holth
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Carl A. Holth, Director
Date: April 18, 2002
/s/ Benedict J. Smith
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Benedict J. Smith, Director
Date: April 18, 2002
/s/ James M. Lane
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James M. Lane, Director
Date: April 18, 2002