POS 8C
As
filed with the Securities and Exchange Commission on November 30, 2007
Investment Company Act File No. 811-05620
Securities Act File No. 333-139605
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
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Pre-effective Amendment No. |
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Post-Effective Amendment No. 1 |
and/or
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
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Amendment No. 12 |
THE ZWEIG TOTAL RETURN FUND, INC.
(Exact name of Registrant as specified in charter)
900 Third Avenue
New York, New York 10022
(Address of Principal Executive Offices)
Registrants Telephone Number, including Area Code:
212-451-1100
George R. Aylward
President
The Zweig Total Return Fund, Inc.
900 Third Avenue
New York, New York 10022
(Name and Address of Agent for Service)
With Copies to:
Robert E. Smith, Esq.
Katten Muchin Rosenman LLP
575 Madison Avenue
New York, New York 10022
Approximate date of proposed public offering:
From time to time after the effective date of the Registration Statement.
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. o
It is proposed that this filing will become effective (check appropriate box):
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when declared effective pursuant to Section 8(c). |
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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 - . |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to the registration statement on Form N-2 under the
Securities Act of 1933 (File No. 333-139605) (the Post-Effective Amendment No. 1, such
registration statement, as amended and supplemented, the Registration Statement) is being filed
by The Zweig Total Return Fund, Inc. (the Registrant), a Maryland corporation, for the purpose of
removing from registration the securities registered thereon which remain unsold at the termination
of its rights offering. As reflected in Pre-Effective Amendment No. 1 to the Registration Statement
(Pre-Effective Amendment No. 1), which was filed with the U.S. Securities and Exchange
Commission (the Commission) on March 28, 2007, the Registration Statement registered the offering
of 23,400,000 shares of the Registrants common stock, $0.001 par value (Shares).
The Registration Statement was declared effective by the Commission on April 19, 2007. Using
the definitive Prospectus and Statement of Additional Information dated April 23, 2007, the
Registrant sold 20,730,142 Shares pursuant to its rights offering, which expired on May 18, 2007.
No Shares have been offered, sold, or otherwise distributed pursuant to the Registration Statement
subsequently.
The Registrant hereby removes from registration the 2,669,858 Shares that remain unsold as of
the date of filing hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
New York and State of New York on the 15th day of November, 2007.
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THE ZWEIG TOTAL RETURN FUND, INC.
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By: |
/s/ George R. Aylward |
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George R. Aylward |
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President |
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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:
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Signature |
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/s/ George R. Aylward
George R. Aylward |
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Director, Chairman of the Board and President |
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November 15, 2007 |
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/s/ N. Curtiss POA
Charles H. Brunie |
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Director |
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November 15, 2007 |
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/s/ N. Curtiss POA
Wendy Luscombe |
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Director |
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November 15, 2007 |
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/s/ N. Curtiss POA
Alden C. Olson |
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Director |
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November 15, 2007 |
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/s/ N. Curtiss POA
James B. Rogers, Jr. |
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Director |
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November 15, 2007 |
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/s/ N. Curtiss POA
R. Keith Walton |
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Director |
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November 15, 2007 |