1933 Act File No.2-10415
1940 Act File No.811-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No. ..............
Post-Effective Amendment No. 86 ............. X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. ............................
STOCK AND BOND FUND, INC.
(Exact Name of Registrant as Specified in Charter)
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
John W. McGonigle, Esquire, Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
X immediately upon filing pursuant to paragraph (b)
on pursuant to paragraph (b)
-----------------
60 days after filing pursuant to paragraph (a)
on pursuant to paragraph (a) of Rule 485.
Registrant has filed with the Securities and Exchange Commission a declaration
pursuant to Rule 24f-2 under the Investment Company Act of 1940, and:
X filed the Notice required by that Rule on December 15, 1995; or
intends to file the Notice required by that Rule on or about
; or
-----------
during the most recent fiscal year did not sell any securities pursuant to
Rule 24f-2 under the Investment Company Act of 1940, and, pursuant to
Rule 24f-2(b)(2), need not file the Notice.
Matthew G. Maloney
Dickstein, Shapiro & Morin, L.L.P.
2101 L Street, N.W.
Washington, D.C. 20037
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Proposed
Title of Proposed Maximum
Securities Amount Maximum AggregateAmount of
Being Being Offering Price Offering Registration
Registered Registered Per Unit Price* Fee
Shares of
Capital Stock 546,535 $17.62 $9,629,947 $100
(Par Value $0.001)
*Registrant has elected to calculate its filing fee in the manner described in
Rule 24e-2 of the Investment Company Act of 1940. The total amount of
securities redeemed during the previous fiscal year was 2,369,561. The total
amount of redeemed securities used for reductions pursuant to paragraph (a) of
Rule 24e-2 or paragraph (c) of Rule 24f-2 during the current year was 1,823,026.
The amount of redeemed securities being used for reduction of the registration
fee in this Amendment is 546,535.
CONTENTS OF AMENDMENT
This Post-Effective Amendment No.86 to the Registration Statement of Stock
and Bond Fund, Inc. is comprised of the following papers and documents:
1.The facing sheet to register a definite
number of shares of beneficial interest,
no par value, of STOCK AND BOND FUND, INC.;
2.The legal opinion of counsel for the Registrant, as
to the legality of shares being offered; and as to
the eligibility to become effective pursuant to
Paragraph (b) of Rule 485; and
3.Signature page.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant, Stock and Bond Fund, Inc. Fund certifies
that it meets all of the requirements for effectiveness of this Amendment to its
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Amendment to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Pittsburgh and Commonwealth of Pennsylvania on the 15th day of December, 1995.
(FUND NAME)
BY: /s/ J. Crilley Kelly
J. Crilley Kelly, Assistant Secretary
Attorney in Fact for John F. Donahue
December 15, 1995
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
its Registration Statement has been signed below by the following person in the
capacity and on the date indicated:
NAME TITLE DATE
By: /s/ J. Crilley Kelly
J. Crilley Kelly Attorney In Fact December 15, 1995
Assistant Secretary For the Persons
Listed Below
NAME TITLE
John F. Donahue* Presiden and Director
(Chief Executive Officer)
David M. Taylor* Treasurer
(Principal Financial and
Accounting Officer)
Edward L. Flaherty, Jr.* Director
Gregor F. Meyer* Director
Marjorie P. Smuts* Director
William J. Copeland* Director
James E. Dowd* Director
Lawrence D. Ellis, M.D.* Director
Wesley W. Posvar* Director
Peter E. Madden* Director
John T. Conroy, Jr.* Director
Thomas G. Bigley* Director
John E. Murray Jr.* Director
FEDERATED ADMINISTRATIVE
SERVICES
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
412-288-1900
December 15, 1995
Stock and Bond Fund, Inc.
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested my opinion in conjunction with the registration by
Stock and Bond Fund, Inc. (the "Corporation") of an additional 546,535 shares of
its common stock pursuant to Post-effective Amendment No. 86 to the
Corporation's registration statement filed with the Securities and Exchange
Commission under the Securities Act of 1933 (File No.2-10415). The subject Post-
effective Amendment will be filed pursuant to Paragraph (b) of Rule 485 and
become effective pursuant to said Rule immediately upon filing.
As counsel I have participated in the preparation and filing of the
Corporation's amended registration statement under the Securities Act of 1933
referred to above. Further, I have examined and am familiar with the
Corporation's Articles of Incorporation dated October 31, 1934 ("Articles of
Incorporation"), its Bylaws and other corporate documents and records deemed
relevant. I have also reviewed questions of law and consulted with counsel
thereon as deemed necessary or appropriate by me for the purpose of this
opinion.
On the basis of the foregoing, it is my opinion that:
1. The Corporation is duly organized and validly existing under the laws
of the State of Maryland.
2. The Corporation is authorized to issue 2,000,000,000 shares of common
stock of a par value of 0.001 per share.
3. The Shares which are currently being registered by the Registration
Statement referred to above may be legally and validly issued from time to time
in accordance with the Articles of Incorporation upon receipt of consideration
sufficient to comply with the Articles of Incorporation and subject to
compliance with the Securities Act of 1933, as amended, the Investment Company
Act of 1940, as amended, and applicable state laws regulating the sale of
securities. Such Shares, when so issued, will be fully paid and non-assessable.
I hereby consent to the filing of this opinion as part of the Corporation's
registration statement referred to above and as a part of any application or
registration statement filed under the securities laws of the States of the
United States.
The foregoing opinion is limited to the Federal laws of the United States
and the laws of the State of Maryland, and I am expressing no opinion as to the
effect of the laws of any other jurisdiction.
Very truly yours,
/s/ J. Crilley Kelly
J. Crilley Kelly
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 001
<NAME> Stock and Bond Fund, Inc.
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Oct-31-1995
<PERIOD-END> Oct-31-1995
<INVESTMENTS-AT-COST> 116,344,898
<INVESTMENTS-AT-VALUE> 132,947,604
<RECEIVABLES> 2,972,309
<ASSETS-OTHER> 7,392
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 135,927,305
<PAYABLE-FOR-SECURITIES> 979,154
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 279,355
<TOTAL-LIABILITIES> 1,258,509
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 106,005,023
<SHARES-COMMON-STOCK> 7,327,906
<SHARES-COMMON-PRIOR> 7,718,077
<ACCUMULATED-NII-CURRENT> 2,534,003
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 9,527,064
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 16,602,706
<NET-ASSETS> 134,668,796
<DIVIDEND-INCOME> 1,580,455
<INTEREST-INCOME> 4,530,147
<OTHER-INCOME> 0
<EXPENSES-NET> 1,363,949
<NET-INVESTMENT-INCOME> 4,746,653
<REALIZED-GAINS-CURRENT> 9,527,257
<APPREC-INCREASE-CURRENT> 7,067,004
<NET-CHANGE-FROM-OPS> 21,340,914
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4,670,579
<DISTRIBUTIONS-OF-GAINS> 700,551
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,746,255
<NUMBER-OF-SHARES-REDEEMED> 2,369,562
<SHARES-REINVESTED> 233,136
<NET-CHANGE-IN-ASSETS> 9,286,932
<ACCUMULATED-NII-PRIOR> 2,556,047
<ACCUMULATED-GAINS-PRIOR> 700,358
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 979,379
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,757,699
<AVERAGE-NET-ASSETS> 128,297,361
<PER-SHARE-NAV-BEGIN> 16.250
<PER-SHARE-NII> 0.630
<PER-SHARE-GAIN-APPREC> 2.210
<PER-SHARE-DIVIDEND> 0.620
<PER-SHARE-DISTRIBUTIONS> 0.090
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 18.380
<EXPENSE-RATIO> 1.07
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
