Registration No. 2-70889
As filed with the Securities and Exchange Commission on August 28, 1996
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. 26 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 27 X
(Check appropriate box or boxes)
TEMPLETON GLOBAL SMALLER COMPANIES FUND, INC.
(FORMERLY TEMPLETON SMALLER COMPANIES GROWTH FUND, INC.
(Exact Name of Registrant as Specified in Charter)
700 CENTRAL AVENUE, P.O. BOX 33030, ST. PETERSBURG, FLORIDA 33733-8030
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number: (813) 823-8712
John K. Carter
700 Central Avenue
P.O. Box 33030
ST. PETERSBURG, FLORIDA 33733-8030
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box):
X immediately upon filing pursuant to paragraph (b) of Rule 485
on (DATE) pursuant to paragraph (b) of Rule 485
60 days after filing pursuant to paragraph (a)(1) of Rule 485
on (date) pursuant to paragraph (a)(1) of Rule 485
75 days after filing pursuant to paragraph (a)(2) of Rule 485
on (DATE) pursuant to paragraph (a)(2) of Rule 485
this post-effective amendment designates a new effective
date for a previously filed post-effective amendment
CONTENTS OF AMENDMENT
This Post-Effective Amendment No. 26 to the Registration Statement of
Templeton Global Smaller Companies Fund, Inc. is comprised of the following
papers and documents:
1. The facing sheet to register a definite number of Shares of
common stock, par value $0.20 per share;
2. Signature pages; and
3. Exhibit 10, the opinion and consent of Dechert Price &
Rhoads, counsel to the Registrant, as to the legality of
the Shares being registered.
With the exception of the items listed above, this Post-Effective
Amendment No. 26 under the Securities Act of 1933 incorporates by reference all
materials filed as part of Post-Effective Amendment No. 25 to Form N-1A for
Templeton Global Smaller Companies Fund, Inc., File No. 2-70889.
The sole purpose of this Post-Effective Amendment No. 26 is to register
a definite number of additional Shares of common stock of Templeton Global
Smaller Companies Fund, Inc., pursuant to Rule 24e-2(a) under the Investment
Company Act of 1940.
Templeton Global Smaller Companies Fund, Inc.
Calculation of Registration Fee
Under the Securities Act of 1933
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum Amount
Securities Amount Offering Aggregate of
Being Being Price Offering Registration
REGISTERED REGISTERED PER SHARE** PRICE* FEE
<S> <C> <C> <C>
Common Stock Indefinite N/A N/A N/A
Common Stock 8,225,114 $8.89 $73,121,263 $100
</TABLE>
* Registrant continues its election to register an indefinite number or
amount of Shares of its Common Stock, $0.20 par value per Share, under
the Investment Company Act of 1940. The Rule 24f-2 Notice for
Registrant's most recent fiscal year ended August 31, 1995 was filed on
October 30, 1995.
** Registrant elects to calculate the maximum aggregate offering price
pursuant to Rule 24e-2. 24,764,945 Shares ($195,379,830 worth of
Shares) were redeemed during the fiscal year ended August 31, 1995.
15,371,611 Shares ($122,548,567 worth of Shares) were used for
reductions pursuant to Paragraph (c) of Rule 24f-2 in the Rule 24f-2
Notice filed with Commission on October 30, 1995. The balance,
representing 9,393,344 Shares ($72,831,263 worth of Shares), is being
used as credit against the Shares that are being registered pursuant
to this Amendment. The proposed maximum offering price per Share, as
calculated pursuant to Rule 457(d) under the Securities Act of 1933
on the basis of the offering price of the Registrant's Shares on
August 5, 1996, is $8.89. At this offering price, the $72,831,263 worth
of Shares used for reduction in this Amendment equals 8,192,493
Shares. In addition to these Shares, the Registrant is also
registering 32,621 Shares($290,000 worth of Shares at $8.89 per Share)
pursuant to this Amendment, for a total of 8,225,114 Shares
($73,121,263 worth of Shares).
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(b) Exhibits
(10) Opinion and consent of Dechert Price and Rhoads.
SIGNATURES
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 the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to its Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
Washington, D.C. on the 26th day of August, 1996.
Templeton Global Smaller Companies Fund, Inc.
(REGISTRANT)
By:
Marc Joseph*
President
*By:/s/WILLIAM J. KOTAPISH
William J. Kotapish
attorney-in-fact**
Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
____________________ President (Chief August 26, 1996
Marc Joseph* Executive Officer)
____________________ Director, Chairman, August 26, 1996
Charles B. Johnson* and Vice President
____________________ Director August 26, 1996
Harmon E. Burns*
____________________ Director August 26, 1996
Betty P. Krahmer*
____________________ Director August 26, 1996
Hasso-G von Diergardt-
Naglo*
____________________ Director August 26, 1996
F. Bruce Clarke*
___________________ Director August 26, 1996
Fred R. Millsaps*
____________________ Director August 26, 1996
Harris J. Ashton*
____________________ Director August 26, 1996
S. Joseph Fortunato*
____________________ Director August 26, 1996
Andrew H. Hines, Jr.*
____________________ Director August 26, 1996
John Wm. Galbraith*
____________________ Director August 26, 1996
Gordon S. Macklin*
____________________ Director August 26, 1996
Nicholas F. Brady*
____________________ Treasurer (Chief August 26, 1996
James R. Baio* Financial and
Accounting Officer)
</TABLE>
*By:/s/WILLIAM J. KOTAPISH
William J. Kotapish
Attorney-in-fact**
** Powers of Attorney were previously filed with Registration Statement
No. 2-70889 and are incorporated herein by reference, or are contained
herewith.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
FILED
WITH
POST-EFFECTIVE AMENDMENT NO. 26 TO
REGISTRATION STATEMENT
ON
FORM N-1A
TEMPLETON GLOBAL SMALLER COMPANIES FUND, INC.
Exhibit (10)
Opinion and Consent of Dechert Price & Rhoads
DECHERT PRICE & RHOADS
1500 K STREET, N.W.
WASHINGTON, D.C. 20005
August 26, 1996
Templeton Global Smaller Companies Fund, Inc.
700 Central Avenue
St. Petersburg, FLA 33701
Dear Sirs:
As counsel for Templeton Global Smaller Companies Fund, Inc.
(the "Fund"), we are familiar with the registration of the Fund under the
Investment Company Act of 1940 (File No. 811-3143) and the registration
statement relating to its shares of common stock (the "Shares") under the
Securities Act of 1933 (File No. 2-70889). 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 Post-Effective Amendment No. 26 to the Fund's
Registration Statement will, when sold in accordance with the terms of the
Registration Statement and the prospectus included therein, and delivered by the
Fund against receipt of the net asset value of the Shares, have been duly and
validly authorized and issued as fully paid and non-assessable Shares of the
Fund.
We consent to the filing of this opinion in connection with
Post-Effective Amendment No. 26 which is being filed on behalf of the Fund
pursuant to Section 24(e) of the Investment Company Act of 1940.
Very truly yours,
/s/DECHERT PRICE & RHOADS
Dechert Price & Rhoads
