As filed with the Securities and Exchange Commission on July 19, 1994
Registration No. 2-71469, 811-3158
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. 22 X
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 X
Amendment No. 25 X
SMITH BARNEY SHEARSON FUNDAMENTAL VALUE FUND INC.
(Exact name of Registrant as Specified in Charter)
Two World Trade Center, New York, New York 10048
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 720-9218
Heath B. McLendon
Chairman
Smith Barney Shearson Fundamental Value Fund Inc.
Two World Trade Center, 100th Floor
New York, New York 10048
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering:
As soon as possible after this Post-Effective Amendment
becomes effective.
It is proposed that this filing will become effective:
immediately upon filing pursuant to Rule 485(b)
X on August 9, 1994 pursuant to Rule 485(b)
60 days after filing pursuant to Rule 485(a)
on pursuant to Rule 485(a)
The Registrant has previously filed a declaration of indefinite registration
of its shares pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended. Registrant's Rule 24f-2 Notice for the fiscal year ending
September 30, 1993 was filed on November 22, 1993. Pursuant to an Agreement
and Plan of Reorganization, which is expected to go to shareholders of the
Registrant for approval on or before August 9, 1994, a newly created Maryland
Corporation will adopt and succeed to Registrant's Registration Statement and
all Amendments thereto, including for purposes of calculation of filing fees,
redemption credits pursuant to Rule 24f-2 and Rule 24e-2
Part A
Smith Barney Shearson Fundamental Value Fund Inc.
Prospectus dated November 22, 1993,
as revised on July ,1994
Incorporated by Reference to Post-Effective Amendment No. 21
Part B
Smith Barney Shearson Fundamental Value Fund Inc.
Statement of Additional Information dated November 22, 1993
as revised on July , 1994
Incorporated by Reference to Post-Effective Amendment No. 21
SMITH BARNEY SHEARSON FUNDAMENTAL VALUE FUND INC.
PART C
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Included in Part A:
Financial Highlights
Included in Part B:
Portfolio Highlights
Portfolio of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
Independent Auditors' Report
Included in Part C:
Consent of Independent Auditors
(b) Exhibits
All references are to the Registrant's Registration Statement on
Form N-1A as filed with the Securities and Exchange Commission
("SEC"), File Nos. 2-71469 and 811-3158 (the "Registration
Statement").
(1) Articles of Incorporation dated May 13, 1994, as filed
with the Department of Assessments and Taxation of the State of
Maryland are incorporated by reference to Post-Efffective
Amendment No. 21 to the Registration Statement.
2 Registrant's By-Laws are incorporated by reference to
Post-Efffective Amendment No. 21 to the Registration Statement.
(3) Inapplicable.
(4)(a) Registrant's form of stock certificate relating to
Class A shares is incorporated by reference to Post-Efffective
Amendment No. 21 to the Registration Statement.
(4)(b) Registrant's form of stock certificate relating to
Class B shares is incorporated by reference to Post-Efffective
Amendment No. 21 to the Registration Statement.
(4)(c) Registrant's form of stock certificate relating to
Class D shares is incorporated by reference to Post-Efffective
Amendment No. 21 to the Registration Statement.
(5)(a) Investment Advisory Agreement with Smith Barney
Asset Management Division of Smith, Barney Advisers, Inc. is
incorporated by reference to Post-Efffective Amendment No. 21 to
the Registration Statement.
(5)(b) Administration Agreement between the Registrant and
Smith, Barney Advisers, Inc. is incorporated by reference to
Post-Efffective Amendment No. 21 to the Registration Statement.
(5)(c) Sub-Administration Agreement with The Boston
Company Advisors, Inc. is incorporated by reference to Post-
Efffective Amendment No. 21 to the Registration Statement.
(6) Distribution Agreement with Smith Barney Inc. is
incorporated by reference to Post-Efffective Amendment No. 21 to
the Registration Statement.
(7) Inapplicable.
(8)(a) Form of Custodian Agreement with Boston Safe Deposit
and Trust Company is incorporated by reference to Post-effective
Amendment No. 4 to the Registration Statement filed with the SEC.
(8)(b)
Consent to assignment of Custodian Agreement with
Boston Safe Deposit and Trust Company is incorporated by
reference to Post-Efffective Amendment No. 21 to the Registration
Statement.
(9)(a) Form of Transfer Agency Agreement with Boston Safe
Deposit and Trust Company is incorporated by reference to Post-
Effective Amendment No. 4 to the Registration Statement filed
with the SEC.
(9)(b) Consent to Assignment dated March 28, 1989 between the
Registrant and The Shareholder Services Group, Inc. is
incorporated by reference to Post-Effective Amendment No. 18.
(9)(c) Form of Consent to Assignment of Transfer Agency
Agreement with The Shareholder Services Group, Inc. is
incorporated by reference to Post-Efffective Amendment No. 21 to
the Registration Statement.
(10) Opinion of Maryland Counsel is incorporated by reference
to Post-Efffective Amendment No. 21 to the Registration
Statement.
(11)(a) Consent of Independent Accountants is incorporated by
reference to Post-Effective Amendment No. 19 to the Registration
Statement as filed with the SEC.
(12) Inapplicable.
(13) Inapplicable.
(14) Prototype Self-Employed Retirement Plan is incorporated by
reference to Post-Effective Amendment No. 10 to the Registration
Statement as filed with the SEC ("Post-Effective Amendment No.
10").
(15) Services and Distribution Plan between the Registrant
and Smith Barney Inc. is incorporated by reference to Post-
Efffective Amendment No. 21 to the Registration Statement.
(16) Performance Data is incorporated by reference to Post-
Effective Amendment No. 11 to the Registration Statement.
(17) Powers of Attorney are incorporated by reference to Post-
Effective Amendment No. 18.
Item 25.
Persons Controlled by or Under Common Control with Registran
t
Not applicable.
Item 26. Number of Holders of Securities
(1) (2)
Number of Record
Title of Class Holders as of June 28, 1994
Common Stock par value $.001 per share
Class A Shares 19,504,861.964
Class B Shares 50,636,502.818
Class D Shares 139,166.070
Item 27. Indemnification
The response to this item is incorporated by reference to
Post-Effective Amendment No. 5 to the Registration Statement as
filed with the SEC ("Post-Effective Amendment No. 5").
Item 28. Business and Other Connections of Investment Adviser
Investment Adviser - - Smith Barney Asset Management.
Smith Barney Asset Management, through its predecessors, has been
in the investment counseling business since 1940 and is a
division of Smith, Barney Advisers, Inc. ("SBA"). SBA was
incorporated in 1968 under the laws of the state of Delaware. SBA
is a wholly owned subsidiary Smith Barney Holdings Inc., which is
in turn a wholly owned subsidiary of The Travelers Inc.
The list required by this Item 28 of officers and directors of
SBA and Smith Barney Asset Management, together with information
as to any other business, profession, vocation or employment of a
substantial nature engaged in by such officers and directors
during the past two fiscal years, is incorporated by reference to
Schedules A and D of FORM ADV filed by SBA on behalf of Smith
Barney Asset Management pursuant to the Advisers Act (SEC File
No. 801-8314).
Prior to the close of business on July 30, 1993 (the "Closing"),
Shearson Asset Management, a member of the Asset Management Group
of Shearson Lehman Brothers Inc. ("Shearson Lehman Brothers"),
served as the Registrant's investment adviser. On the Closing,
The Travelers Inc. (then known as Primerica Corporation) and
Smith Barney, Harris Upham & Co. Incorporated acquired the
domestic retail brokerage and asset management business of
Shearson Lehman Brothers which included the business of the
Registrant's prior investment adviser. Shearson Lehman Brothers
was a wholly owned subsidiary of Shearson Lehman Brothers
Holdings Inc. ("Shearson Holdings"). All of the issued and
outstanding common stock of Shearson Holdings (representing 92%
of the voting stock) was held by American Express Company.
Information as to any past business vocation or employment of a
substantial nature engaged in by officers and directors of
Shearson Asset Management can be located in Schedules A and D of
FORM ADV filed by Shearson Lehman Brothers on behalf of Shearson
Asset Management prior to July 30, 1993. (SEC File No. 801-3701)
Item 29. Principal Underwriters
Smith Barney Inc. ("Smith Barney ") currently acts as distributor
for Smith Barney Shearson Managed Municipals Fund Inc., Smith
Barney Shearson New York Municipals Fund Inc., Smith Barney
Shearson California Municipals Fund Inc., Smith Barney Shearson
Massachusetts Municipals Fund, Smith Barney Shearson Aggressive
Growth Fund Inc., Smith Barney Shearson Appreciation Fund Inc.,
Smith Barney Shearson Principal Return Fund, Smith Barney
Shearson Municipal Money Market Fund Inc., Smith Barney Shearson
Daily Dividend Fund Inc., Smith Barney Shearson Government and
Agencies Fund Inc., Smith Barney Shearson Managed Governments
Fund Inc., Smith Barney Shearson New York Municipal Money Market
Fund, Smith Barney Shearson California Municipal Money Market
Fund, Smith Barney Shearson Income Funds, Smith Barney Shearson
Equity Funds, Smith Barney Shearson Investment Funds Inc., Smith
Barney Shearson Precious Metals and Minerals Fund Inc., Smith
Barney Shearson Telecommunications Trust, Smith Barney Shearson
Arizona Municipals Fund Inc., Smith Barney Shearson New Jersey
Municipals Fund Inc., The USA High Yield Fund N.V., Garzarelli
Sector Analysis Portfolio N.V., The Advisors Fund L.P., Smith
Barney Shearson Fundamental Value Fund Inc., Smith Barney
Shearson Series Fund, The Trust for TRAK Investments, Smith
Barney Shearson Income Trust, Smith Barney Shearson FMA R Trust,
Smith Barney Shearson Adjustable Rate Government Income Fund,
Smith Barney Shearson Florida Municipals Fund, Smith Barney
Funds, Inc., Smith Barney Equity Funds, Inc., Smith Barney Muni
Funds, Smith Barney World Funds, Inc., Smith Barney Money Funds,
Inc., Smith Barney Tax Free Money Fund, Inc., Smith Barney
Variable Account Funds, Smith Barney U.S. Dollar Reserve Fund
(Cayman), Worldwide Special Fund, N.V., Worldwide Securities
Limited, (Bermuda), and various series of unit investment trusts.
Smith Barney is a wholly owned subsidiary of Smith Barney
Holdings Inc., which in turn is a wholly owned subsidiary of The
Travelers Inc. The information required by this Item 29 with
respect to each director, officer and partner of Smith Barney is
incorporated by reference to Schedule A of FORM BD filed by Smith
Barney pursuant to the Securities Exchange Act of 1934 (SEC File
No. 812-8510).
Item 30. Location of Accounts and Records
(1) Smith Barney Shearson Fundamental Value Fund Inc.
Two World Trade Center
New York, New York 10048
(2) The Boston Company Advisors, Inc.
One Boston Place
Boston, Massachusetts 02108
(3) Boston Safe Deposit and Trust Company
One Boston Place
Boston, Massachusetts 02108
(4) The Shareholder Services Group, Inc.
Exchange Place
Boston, Massachusetts 02109
(5) Smith Barney Asset Management
Division of Smith, Barney Advisers, Inc.
Two World Trade Center
New York, New York 10048
Item 31. Management Services
Not applicable.
Item 32. Undertakings
Registrant hereby undertakes to call a meeting of its
shareholders for the purpose of voting upon the question of
removal of a director or directors of Registrant when requested
in writing to do so by the holders of at least 10% of
Registrant's outstanding shares. Registrant undertakes further
to assist shareholders in communicating with other shareholders
in accordance with the requirements of Section 16(c) of the
Investment Company Act of 1940.
Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.
Rule 485(b) Certification
The Registrant hereby certifies that it meets all of the
requirements for effectiveness pursuant to Rule 485(b) under the
Securities Act of 1933, as amended.
The Registrant further represents pursuant to Rule 485(b)(2)(iv)
that the resignation of William J. Rex as a director of the
Registrant was not due to any disagreement with the Registrant on
any matter relating to its operations, policies or practices.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 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, thereto duly authorized, in the
City of New York and State of New York, on the 19th day of July,
1994.
SMITH BARNEY SHEARSON
FUNDAMENTAL VALUE FUND INC.
Registrant
By: /s/ Heath B. McLendon
Name:Heath B. McLendon
Title: Chairman of the Board
_________________________________________________________________
_____________
Pursuant to the requirments of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities and on the date indicated.
Signature: Title: Date:
/s/ Stephen J. Treadway President July 19,
1994
Stephen J. Treadway (Chief Executive Officer)
/s/Lewis E. Daidone July 19, 1994
Lewis E. Daidone Treasurer (Chief Financial
and Accounting Officer)
/s/ Lloyd J. Andrews Director July 19,
1994
Lloyd J. Andrews
/s/ Robert M. Frayn Director July 19, 1994
Robert M. Frayn
/s/ Leon P. Gardner Director July 19, 1994
Leon P. Gardner
/s/ Howard J. Johnson Director July 19,
1994
Howard J. Johnson
/s/ David E. Maryatt Director July 19,
1994
David E. Maryatt
/s/ Heath B. McLendon Director July 19,
1994
Heath B. McLendon
Director
Frederick O. Paulsell
/s/ Julie W. Weston Director July 19, 1994
Julie W. Weston
/s/ Jerry A. Viscione Director July 19,
1994
Jerry A. Viscione
shared\shearsn2\fundamen\pea's\pea22\pea#22.doc
