AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 28, 2002
SECURITIES ACT FILE NO. 333-82436
INVESTMENT COMPANY ACT FILE NO. 811-10481
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-2
(CHECK APPROPRIATE BOX OR BOXES)
[x] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[x] PRE-EFFECTIVE AMENDMENT NO. 2
[ ] POST-EFFECTIVE AMENDMENT NO.
AND/OR
[x] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[x] AMENDMENT NO. 6
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COHEN & STEERS
QUALITY INCOME REALTY FUND, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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757 THIRD AVENUE
NEW YORK, NEW YORK 10017
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 832-3232
ROBERT H. STEERS
COHEN & STEERS CAPITAL MANAGEMENT, INC.
757 THIRD AVENUE
NEW YORK, NEW YORK 10017
(212) 832-3232
(NAME AND ADDRESS OF AGENT FOR SERVICE)
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WITH COPIES TO:
SARAH E. COGAN, ESQ. LEONARD B. MACKEY, JR.
SIMPSON THACHER & BARTLETT CLIFFORD CHANCE ROGERS & WELLS LLP
425 LEXINGTON AVENUE 200 PARK AVENUE
NEW YORK, NEW YORK 10017 NEW YORK, NEW YORK 10166
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APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after
the effective date of this Registration Statement.
If any of the securities being registered on this form are to 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. [ ]
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CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
===============================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT BEING OFFERING PRICE AGGREGATE AMOUNT OF REGISTRATION
BEING REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE(1)(2)
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Series T Preferred Shares, par value
$0.001.............................. 2,800 $25,000 $70,000,000 $6,440
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Series TH Preferred Shares, par value
$0.001.............................. 2,800 $25,000 $70,000,000 $6,440
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Series F Preferred Shares, par value
$0.001.............................. 2,800 $25,000 $70,000,000 $6,440
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Series W Preferred Shares, par value
$0.001.............................. 2,800 $25,000 $70,000,000 $6,440
===============================================================================================================
(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457.
(2) Includes registration fees paid on February 7, 2002 and March 22, 2002 of
$920 and $24,840, respectively.
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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 THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATES AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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This filing contains only the Exhibits that have not been previously filed.
COHEN & STEERS QUALITY INCOME REALTY FUND, INC.
FORM N-2 REFERENCE SHEET
PART A -- PROSPECTUS
Incorporated by reference to Part A filed with the Fund's Amendment
No. 1 to Form N-2 (File No. 333-82436, 811-10481) on March 26, 2002.
PART B -- STATEMENT OF ADDITIONAL INFORMATION
Incorporated by reference to Part B filed with the Fund's Amendment
No. 1 to Form N-2 (File No. 333-82436, 811-10481) on March 26, 2002.
PART C -- OTHER INFORMATION
Items 23-33 are contained herein and Exhibits which have not been
previously filed are included.
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(1) Financial Statements:
Part A -- None
-- Statement of Assets and Liabilities, as of February 15, 2002 (audited)
Part B -- Statement of Operations, for the one day ended February 15,
2002 (audited)
-- Statement of Assets and Liabilities, as of March 21,
2002 (unaudited)
-- Statement of Operations, as of March 21, 2002 (unaudited)
-- Statement of Changes in Net Assets, for the period February 25,
2002 through March 21, 2002 (unaudited)
-- Report of Independent Accountants
All other financial statements, schedules and historical financial
information are omitted because the conditions requiring their filing
do not exist.
(2) Exhibits:
(a) -- Articles of Incorporation.'D'
Articles of Amendment'D''D'
(b) -- By-Laws. Incorporated by reference to the Registration
Statement.'D'
(c) -- Not applicable.
(d) -- (i) Form of Articles Supplementary Creating AMPS.'D''D''D'
-- (ii) Specimen Certificate for AMPS.'D''D''D'
(e) -- Dividend Reinvestment Plan.'D''D'
(f) -- Not applicable.
(g) -- Investment Management Agreement.'D''D'
(h) -- Form of Purchase Agreement.'D''D''D'
(i) -- Not applicable.
(j) -- Form of Master Custodian Agreement.'D''D'
(k) -- (i) Form of Transfer Agency, Registrar and Dividend
Disbursing Agreement.'D''D'
-- (ii) Form of Administration Agreement between the Fund
and the Investment Manager.'D''D'
-- (iii) Form of Administration Agreement between the Fund
and State Street Bank and Trust Company.'D''D'
-- (iv) Form of Auction Agency Agreement between the Fund
and The Bank of New York.'D''D''D'
-- (v) Form of Broker-Dealer Agreement.'D''D''D'
(l) -- (i) Opinion and Consent of Simpson Thacher & Bartlett.'D''D''D'
-- (ii) Opinion and Consent of Venable, Baetjer and Howard, LLP.'D''D''D'
(m) -- Not applicable.
(n) -- Consent of Independent Auditors.'D''D''D'
(o) -- Not applicable.
(p) -- Not applicable.
(q) -- Not applicable.
(r) -- (i) Code of Ethics of the Fund.'D''D'
-- (ii) Code of Ethics of Investment Manager.'D''D'
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(s) -- Power of Attorney.'D''D'
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'D' Incorporated by reference to the Fund's Registration Statement on
Form N-2, (File Nos. 333-68150 and 811-10481) filed on August 22,
2001.
'D''D' Incorporated by reference to Amendment No. 1 to the Fund's
Registration Statement (File Nos. 333-68150 and 811-10481), filed
January 23, 2002.
'D''D''D' Filed herewith.
ITEM 25. MARKETING ARRANGEMENTS
See Exhibit 2(h).
ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The approximate expenses in connection with the Offering, all of which are
being borne by the Registrant, are as follows:
Printing Costs.............................................. $100,000
Legal Fees.................................................. $200,000
Auditing Fees............................................... $ 48,000
Registration Fees........................................... $ 25,760
S&P and Moody's Rating Initial Costs........................ $167,500
Miscellaneous............................................... $ 1,000
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$542,260
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ITEM 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL
None.
ITEM 28. NUMBER OF HOLDERS OF SECURITIES
Set forth below is the number of record holders as of March 21, 2002
of each class of securities of the Registrant:
NUMBER OF
TITLE OF CLASS RECORD HOLDERS
-------------- --------------
Common Shares
Series T Preferred Shares, par value $0.001 per share...... -0-
Series TH Preferred Shares, par value $0.001 per share..... -0-
Series F Preferred Shares, par value $0.001 per share...... -0-
Series W Preferred Shares, par value $0.001 per share...... -0-
ITEM 29. INDEMNIFICATION
It is the Registrant's policy to indemnify its directors, officers,
employees and other agents to the maximum extent permitted by Section 2-418 of
the General Corporation Law of the State of Maryland as set forth in Article
NINTH of Registrant's Charter (the 'Charter'), and Article VIII, of the
Registrant's By-Laws. The liability of the Registrant's directors and officers
is dealt with in Article NINTH of Registrant's Charter. The liability of Cohen &
Steers Capital Management, Inc., the Registrant's investment manager (the
'Investment Manager'), for any loss suffered by the Registrant or its
shareholders is set forth in Section 5 of the Investment Management Agreement.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the 'Securities Act'), may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the provisions
described in this Item 29, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director,
C-2
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
ITEM 30. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT MANAGER
The description of the Investment Manager under the caption 'Management of
the Fund' in the Prospectus and in the Statement of Additional Information,
respectively, constituting Parts A and B, respectively, of this Registration
Statement are incorporated by reference herein.
The following is a list of the Directors and Officers of the Investment
Manager. None of the persons listed below has had other business connections of
a substantial nature during the past two fiscal years.
NAME TITLE
---- -----
Robert H. Steers................................ Chairman, Director
Martin Cohen.................................... President, Director
Joseph M. Harvey................................ Senior Vice President and Director of Research
James S. Corl................................... Senior Vice President and Director of Investment
Strategy
John J. McCombe................................. Senior Vice President
Adam M. Derechin................................ Senior Vice President
Lawrence B. Stoller............................. Senior Vice President and General Counsel
Greg E. Brooks.................................. Senior Vice President
Michael J. Kozoriz.............................. Vice President
Jay J. Chen..................................... Vice President
Terrance R. Ober................................ Vice President
Victor M. Gomez................................. Vice President -- Finance and Treasurer
Cohen & Steers Capital Management, Inc. acts as Investment Manager of, in
addition to the Registrant, the following registered investment companies:
Cohen & Steers Advantage Income Realty Fund, Inc.
Cohen & Steers Institutional Realty Shares, Inc.
Cohen & Steers Equity Income Fund, Inc.
Cohen & Steers Realty Shares, Inc.
Cohen & Steers Total Return Realty Fund, Inc.
Cohen & Steers Special Equity Fund, Inc.
Frank Russell Investment Management Company -- Real Estate Securities Fund
Russell Insurance Funds -- Real Estate Securities Fund
American Skandia Trust -- AST Cohen & Steers Realty Portfolio
Manufacturers Investment Trust -- Real Estate Securities Portfolio
ITEM 31. LOCATION OF ACCOUNTS AND RECORDS
The majority of the accounts, books and other documents required to be
maintained by Section 31(a) of the Investment Company Act of 1940, as amended
and the Rules thereunder will be maintained as follows: journals, ledgers,
securities records and other original records will be maintained principally at
the offices of the Registrant's Administrator and Custodian, State Street Bank
and Trust Company. All other records so required to be maintained will be
maintained at the offices of Cohen & Steers Capital Management, Inc., 757 Third
Avenue, New York, New York 10017.
C-3
ITEM 32. MANAGEMENT SERVICES
Not applicable.
ITEM 33. UNDERTAKINGS
(1) The Registrant undertakes to suspend the offering of AMPS until the
prospectus is amended if (1) subsequent to the effective date of this
Registration Statement, the net asset value declines more than ten percent from
its net asset value as of the effective date of this Registration Statement or
(2) the net asset value increases to an amount greater than its net proceeds as
stated in the prospectus.
(2) Not applicable.
(3) Not applicable.
(4) Not applicable.
(5) The Registrant undertakes that:
a. for the purpose of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in the form of prospectus filed by the Registrant pursuant
to 497(h) under the 1933 Act shall be deemed to be part of the
Registration Statement as of the time it was declared effective; and
b. for the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(6) The Registrant undertakes to send by first class mail or other means
designed to ensure equally prompt delivery, within two business days of receipt
of an oral or written request, its Statement of Additional Information.
C-4
SIGNATURES
Pursuant to 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 New York and the State of New York, on the 28th day of March 2002.
COHEN & STEERS QUALITY INCOME
REALTY FUND, INC.
By: /s/ MARTIN COHEN
..................................
MARTIN COHEN
PRESIDENT, TREASURER (PRINCIPAL
FINANCIAL
AND ACCOUNTING OFFICER) AND
DIRECTOR
Pursuant to the requirements of 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
--------- ----- ----
*
........................................... Chairman of the Board (principal March 28, 2002
(ROBERT H. STEERS) executive officer), Secretary and
Director
* Director March 28, 2002
.........................................
(GREGORY C. CLARK)
* Director March 28, 2002
.........................................
(BONNIE COHEN)
Director March 28, 2002
.........................................
(MARTIN COHEN)
* Director March 28, 2002
.........................................
(GEORGE GROSSMAN)
* Director March 28, 2002
.........................................
(RICHARD J. NORMAN)
* Director March 28, 2002
.........................................
(WILLARD H. SMITH JR.)
*By /s/ MARTIN COHEN
......................................
MARTIN COHEN,
ATTORNEY-IN-FACT**
** Powers of Attorney were previously filed.
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STATEMENT OF DIFFERENCES
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The registered trademark symbol shall be expressed as.................. 'r'
The dagger symbol shall be expressed as................................ 'D'
Characters normally expressed as superscript shall be preceded by...... 'pp'