WASHINGTON MUTUAL INVESTORS FUND INC
485B24E, 1995-05-26
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                                                       File No. 2-11051
                    
                   SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                 FORM N-1A
                         REGISTRATION STATEMENT
                                  under
                       THE SECURITIES ACT OF 1933
 
                     POST-EFFECTIVE AMENDMENT NO. 94
 
                  WASHINGTON MUTUAL INVESTORS FUND, INC.
            (Exact name of registrant as specified in charter)
 
            1101 Vermont Avenue, N.W., Washington, D.C. 20005
                (Address of Principal Executive Offices)
 
           Registrant's Telephone Number, Including Area Code:
                            (202)842-5665 
 
                           Stephen Hartwell
                 Washington Management Corporation
           1101 Vermont Avenue, N.W., Washington, D.C. 20005
               (Name and address of agent for service)
 
                              COPIES TO:
                      John Jude O'Donnell, Esq.
            Thompson, O'Donnell, Markham, Norton & Hannon
                     805 Fifteenth Street, N.W. 
                       Washington, D.C. 20005
                    (Counsel for the Registrant)
                                                                               
                                                   
The Registrant has filed a declaration pursuant to Rule 24f-2 registering an
indefinite number of shares under the Securities Act of 1933.  On May 26, 1995,
it filed its 24f-2 Notice for fiscal 1995.                
                                                                               
                                                    
                    
 
 
 
 
 
 
 
 
 
 
 
 
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<CAPTION>
                                                                                   
 
<S>              <C>               <C>              <C>               <C>          
Title of class   Amount            Proposed         Proposed          Amount of    
of securities    being             maximum          maximum           registration   
being            registered        offering price   aggregate         fee            
registered                         per share        offering price                 
 
Capital          537,914           $20.12*          $10,822,834**     $ 125        
Stock                                                                              
 
                                                                                   
 
</TABLE>
 
* Public offering price on May 19, 1995.
 
** The calculation of the maximum aggregate offering price is made pursuant to
Rule 24e-2.  The total amount of securities redeemed or repurchased during the
previous fiscal year ended April 30, 1995, was $1,678,501,066.  $1,668,040,732
of shares was used for reductions pursuant to paragraph (c) of Rule 24f-2
during the fiscal year ended April 30, 1995.  $10,460,334 of shares is the
amount of the redeemed shares used for the reduction in this amendment.
 
/X/ It is proposed that this filing will become effective immediately, pursuant
to paragraph (b) of Rule 485.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                            SIGNATURE OF REGISTRANT
 All information contained in Post-Effective Amendment No. 93 is incorporated
herein by reference.
 
 Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, on the 26th day of
May, 1995.
 
     WASHINGTON MUTUAL INVESTORS FUND, INC.
      By                                                                     
          (Stephen Hartwell, Chairman of the Board)
 
 Pursuant to the requirements of the Securities Act of 1933, this amendment to
registration statement has been signed below on May 26, 1995, by the following
persons in the capacities indicated.
 
       SIGNATURE                    TITLE
(1) PRINCIPAL EXECUTIVE OFFICER: 
                                    Chairman of the Board
   (Stephen Hartwell)
 
(2) PRINCIPAL FINANCIAL OFFICER AND
    PRINCIPAL ACCOUNTING OFFICER:
    
                                    Vice President and Treasurer
    (Ralph S. Richard)
 
(3)  DIRECTORS
                                    Chairman of the Board
    (Stephen Hartwell)
    James H. Lemon, Jr.*            Vice Chairman of the Board
    Harry J. Lister*                President
    Cyrus A. Ansary*                Director
    John A. Beck*                   Director
    James C. Miller III*            Director
    Thomas A. Owen*                 Director
    Jean Head Sisco*                Director
    T. Eugene Smith*                Director
    Margita E. White*               Director
    Stephen G. Yeonas*              Director
    *By                             
       (Howard L. Kitzmiller,
        Attorney-in-Fact)
 
 
 
                                   May 25, 1995
 
Washington Mutual Investors Fund, Inc.
1101 Vermont Avenue, N.W.
Washington, DC 20005
 
 Re:  Post-Effective Amendment No. 94 (the "Amendment")
 
Dear Sirs:
 As counsel for Washington Mutual Investors Fund, Inc. (the "Fund"), we are
familiar with the Fund's registration under the Investment Company Act of 1940
and with the registration statement relating to its Common Shares (the
"Shares") under the Securities Act of 1933 (File No. 2-11051) (the
"Registration Statement").  We also have examined such other corporate records,
agreements, documents and instruments as we deemed appropriate.
 
 Based upon the foregoing, it is our opinion that the Shares being registered
pursuant to the Amendment will, when sold at the public offering price and
delivered by the Fund against receipt of the net asset value of the Shares in
accordance with the terms of the Registration Statement and the requirements of
applicable law, have been duly and validly authorized, legally and validly
issued, and fully paid and non-assessable.
 
 We consent to the filing of this opinion in connection with the Amendment
which is filed pursuant to Section 24(e) under the Investment Company Act of
1940 on behalf of the Fund with the Securities and Exchange Commission.
 
                                  Very truly yours,
                                  THOMPSON, O'DONNELL, MARKHAM
                                  NORTON & HANNON
 
                                  John Jude O'Donnell
                                  805 15th Street, N.W. #705
                                  Washington, DC  20005
                                  (202) 289-1133
                                  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                  May 25, 1995
 
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC  20549
 
 Re:  Washington Mutual Investors Fund, Inc. (the "Fund") -
      Post-Effective Amendment No. 94, File No. 2-11051
 
Gentlemen:
 
 As counsel to the Fund, I represent pursuant to Rule 485(e) under the
Securities Act of 1933 (the "Act") that the Fund's Post-Effective Amendment No.
94 to its Registration Statement under the Act does not contain disclosures
which would render it ineligible to become effective pursuant to paragraph (b)
of that Rule.
                                 Very truly yours,
                                 THOMPSON, O'DONNELL, MARKHAM
                                 NORTON & HANNON
 
                                 John Jude O'Donnell
                                 805 15th Street, N.W. #705
                                 Washington, DC  20005
                                (202) 289-1133


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