SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 45 *
T. ROWE PRICE PRIME RESERVE FUND, INC.
(Exact Name of Registrant as Specified in Charter)
100 East Pratt Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices)
Telephone Number: 410-547-2000
Henry H. Hopkins
100 East Pratt Street
Baltimore, Maryland 21202
(Name and Address of Agent for Service)
<PAGE>
Approximate Date of Proposed Public Offering
It is proposed that this filing will become effective:
X 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
Pursuant to Section 24f-2 of the Securities Act of 1933, the
Registrant has registered an indefinite number of securities and
intends to file a 24f-2 Notice by April 29, 1994. *
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities Being Price Offering Registration
Being Registered Registered Per Unit Price Fee
Capital Stock of $1.00 Varying prices calculated
par value per share 298,957,677 as set forth in prospectus None *
Capital Stock of $1.00 Varying prices calculated
par value per share 290,000 as set forth in prospectus $100 *
*The calculation of the registration fee was made pursuant to Rule 24e-2 and
was based upon an offering price of $1.00 per share, equal to the net asset *
value as of the close of business on April 14, 1994 pursuant to Rule *
457(c). The total number of shares redeemed during this fiscal year ended
February 28, 1994 amounted to 5,791,738,924 shares. Of this number of *
shares, -0- shares have been used for reduction pursuant to paragraph (a) of
Rule 24e-2 in all previous filings of post-effective amendments during the
current year, and 5,492,781,247 shares have been used for reduction pursuant *
to paragraph (c) of Rule 24f-2 in all previous filings during the current
year. 298,957,677 shares of the redeemed shares for the fiscal year ended *
February 28, 1994 are being used for the reduction in the post-effective *
amendment being filed herein.
<PAGE>
PAGE 3
Pursuant to the requirements of the Securities Act of 1933 (the "Act"),
as amended, the Registrant, T. Rowe Price Prime Reserve Fund, Inc., hereby
submits this Post-Effective Amendment No. 45 to its Registration Statement, *
Form N-1A (SEC File Number 2-54926), pursuant to paragraph (b) of Rule 485
under the Act. The purpose of this Amendment is to register an additional
299,247,677 shares of capital stock of the Fund to be offered under the *
currently effective Prospectus dated July 1, 1993 and to furnish the *
following:
EXHIBIT A: Opinion of Shereff, Friedman, Hoffman & Goodman
as to the legality of the securities being registered.
EXHIBIT B: Representation of Henry H. Hopkins (Counsel for the
Registrant, as required under Rule 485(b)(3) and (e).
It is respectfully requested that this Post-Effective Amendment No. 45 *
become effective immediately upon filing pursuant to paragraph (b) of Rule
485 under the Act.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, 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 Baltimore, State of
Maryland, this 27th day of April, 1994. *
T. ROWE PRICE PRIME RESERVE FUND, INC.
/s/ EDWARD A. WIESE, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ EDWARD A. WIESE President April 27, 1994 *
/s/ CARTER O. HOFFMAN Chairman of the Board April 27, 1994 *
and Director
/s/ CARMEN F. DEYESU Treasurer (Chief
Financial Officer) April 27, 1994 *
/s/ GEORGE J. COLLINS V.P. & Director April 27, 1994 *
/s/ ROBERT P. BLACK Director April 27, 1994 *
/s/ CALVIN W. BURNETT Director April 27, 1994 *
/s/ ANTHONY W. DEERING Director April 27, 1994 *
/s/ F. PIERCE LINAWEAVER Director April 27, 1994 *
/s/ JOHN SAGAN Director April 27, 1994 *
/s/ JOHN G. SCHREIBER Director April 27, 1994 *
EXHIBIT A
April 27, 1994
T. Rowe Price Prime Reserve Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price Prime Reserve Fund, Inc. a Maryland corporation (the
"Corporation"), is filing with the Securities and Exchange Commission (the
"Commission") Post-Effective Amendment No. 45 to its Registration
Statement under the Securities Act of 1933 (the "Act") on Form N-1A
(Securities Act File No. 2 54926) relating, among other things, to the
registration under the Act of 299,247,677 additional shares of Capital
Stock, par value $.01 per share (the "additional shares"), which are to be
offered and sold by the Corporation in the manner and on the terms set
forth in the prospectus of the Corporation current and effective under the
Act at the time of sale. 298,957,677 of the additional shares are
previously outstanding shares of Capital Stock, par value $.01 per share,
of the Corporation which were redeemed by the Corporation during its
fiscal year ended February 28, 1994 but have not previously been used by
the Corporation for reduction pursuant to paragraph (a) of Rule 24e-2
under the Investment Company Act of 1940 (the "1940 Act") in all previous
filings of post-effective amendments during the current year or pursuant
to paragraph (c) of Rule 24f-2 under the 1940 Act during its current
fiscal year, to reduce the registration fee payable by the Corporation for
the registration of shares for sale under the Act.
We have, as counsel, participated in various proceedings relating to
the Corporation and to the proposed issuance of the additional shares. We
have examined copies, either certified or otherwise proven to our
satisfaction to be genuine, of its Charter and By-Laws, as currently in
effect, and a certificate dated April 18, 1994 issued by the Department of
Assessments and Taxation of the State of Maryland certifying to the
existence and good standing of the Corporation. We have also reviewed the
Post-Effective Amendment No. 45 on Form N-1A being filed by the
Corporation, and we are generally familiar with the business affairs of
the Corporation.
<PAGE>
Based upon the foregoing, it is our opinion that:
1. The Corporation has been duly organized and is legally existing
under the laws of the State of Maryland.
2. The Corporation is authorized to issue fifteen billion
(15,000,000,000) shares shares of Capital Stock, par value $.01 per share,
including those shares now issued and outstanding. Under Maryland law,
(a) the number of authorized shares may be increased or decreased by
action of the Board of Directors and (b) shares of such Capital Stock
which were issued and have subsequently been redeemed by the Corporation
are, by virtue of such redemption, restored to the status of authorized
and unissued shares.
3. Subject to the effectiveness under the Act of the
above-mentioned Post-Effective Amendment No. 45, upon issuance of the
additional shares within the limits prescribed by the Charter of the
Corporation for a consideration of not less than the par value thereof,
and not less than the net asset value thereof, the additional shares will
be legally issued and outstanding and fully paid and non-assessable.
We hereby consent to the filing of this Opinion with the Securities
and Exchange Commission as part of the above-mentioned Post-Effective
Amendment to the Registration Statement, the reference to our firm as
counsel in the prospectus of the Corporation, and to the filing of this
Opinion as part of an application for registration of the Corporation, its
Capital Stock, or both, under the securities law of any state.
We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any jurisdiction other
than those of the United States of America and the State of New York. We
note that we are not licensed to practice law in the State of Maryland,
and to the extent that any opinion expressed herein involves the law of
Maryland, such opinion should be understood to be based solely upon our
review of the documents referred to above, the published statutes of that
State and, where applicable, published cases, rules or regulations of
regulatory bodies of that State.
Very truly yours,
Shereff, Friedman, Hoffman & Goodman
Exhibit B
April 27, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File Number 2-54926
T. Rowe Price Prime Reserve Fund, Inc.
Gentlemen:
As Legal Counsel for T. Rowe Price Associates, Inc., I work on
various matters involving the T. Rowe Price Prime Reserve Fund, Inc.
("Registrant") and, in this connection, have read and reviewed
Post-Effective Amendment No. 45 to the Registrant's Registration
Statement, Form N-1A (SEC File Number 2-54926). In accordance with the
provisions of paragraphs (b)(3) and (e) of Rule 485 under the Securities
Act of 1933, as amended, I hereby represent that (i) no material event
requiring disclosure in the Registrant's Prospectus, other than the one
listed in paragraph (b)(1) of Rule 485, has occurred since the effective
date of the Registrant's most recent Post-Effective Amendment No. 44 and
(ii) Post-Effective Amendment No. 45 does not contain any disclosures
which would render such Amendment ineligible to become effective pursuant
to paragraph (b) of Rule 485.
Sincerely,
/s/ HENRY H. HOPKINS
