Securities Act File #: 33340337
Investment Company Act File #: 811-8307
UNITES STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. 3 X
Post-Effective Amendment No. _
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 3
(Check appropriate box or boxes)
Ensign Investors, Inc.
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(Exact Name of Registrant as Specified in Charter)
9921 S. Treasure Circle, South Jordan, Utah 84095
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (801) 253-9647
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Stanley M. Wells, 9921 S. Treasure Circle, South Jordan, Utah 84095
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(Name and Address of Agent for Service)
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Approximate Date of Proposed Public Offering As soon as is practical
after the Effective Date of
this offering.
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It is proposed that this filing will become effective (check appropriate box)
_ Immediately upon filing pursuant to paragraph (b)
_ on (date) pursuant to paragraph (b)
_ 60 Days after filing pursuant to paragraph (a)
_ on (date) pursuant to paragraph (a) of rule 485
Title of Securities Registered:
Shares of Common Stock,
Ensign Investors Value Fund
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 or until the Registration Statement shall become
effective on such date as the commission acting pursuant to said Section 8(a)
may determine.
<PAGE>
This Third Pre-Effective Amendment to the Registration on Form N-1A of
Ensign Investors, Inc. is for the purpose of changing and adding to Part C. All
other information in Parts A, B, and C is the same as that contained in
Pre-Efrective Amendment Number 2 and is incorporated herein by reference.
<PAGE>
Item 24 (b)(10) - OPINION OF COUNSEL
November 23, 1998
Board of Directors
Ensign Investors, Inc.
9921 South Treasure Circle
South Jordan, UT 84095
Gentlemen:
At your request, we have examined the Articles of Incorporation, Bylaws and
Minutes of Ensign Investors, Inc., a Utah corporation (the "Corporation") and
such other records and documents and have considered such questions of law as we
deemed relevant for this opinion. We have also examined, but did not prepare,
the registration statement filed with the Securities and Exchange Commission
under the Securities Act of 1933 (File No. 333-40337) (the "Registration
Statement") covering a public offering of shares of the Corporation's common
stock, $.10 par value per share (the "Common Stock").
On the basis of the foregoing, it is our opinion that:
1. The Corporation has been duly organized and it is legally existing under
the laws of the State of Utah.
2. The Corporation is authorized to issue 500,000,000 shares of capital
stock of a par value of $0.10 per share.
3. The authorized and unissued capital stock of the Corporation when issued
in the manner described in the prospectus comprising a part of the Corporation's
Registration Statement for consideration equal to or exceeding its par value and
not less than its net asset value as required by the Registration Statement,
will be legally issued and outstanding Common Stock of the Corporation and will
be fully paid and non-assessable.
We hereby consent to the filing of this opinion as a part of the
Corporation's Registration Statement .
Very truly yours,
Cohne, Rappaport & Segal
<PAGE>
Item 24(b)(11) - OPINION OF CERTIFIED PUBLIC ACCOUNTANTS
CONSENT AND REPORT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
Ensign Investors, Inc.
We hereby consent to the use in this Registration Statement of our report
dated February 13, 1998, relating to the financial statements of Ensign
Investors, Inc., and to the reference to our Firm under the caption "Experts" in
the Prospectus.
TANNER + COMPANY
Salt Lake City, Utah
November 23, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment
Company Act, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, duly authorized, in the City of South
Jordan, and State of Utah on the 20th day of November, 1998.
ENSIGN INVESTORS, INC., Registrant
By: /s/ Stanley M. Wells, President
Stanley M. Wells, President
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the folloing persons in the capacities and on
the date(s) indicated.
/s/ Stanley M. Wells President & Director November 22, 1998
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Stanley M. Wells
Signature Title Date
/s/ Jerry J. Ohrn Director November 22, 1998
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Jerry J. Ohrn
Signature Title Date
/s/ Jim M. Bagley Director November 23, 1998
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Jim M. Bagley
Signature Title Date
/s/ Rebecca S. Wells Corporate Secretary November 22, 1998
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Rebecca S. Wells
Signature Title Date
