<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 1995
REGISTRATION NO. 33-60047
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
/X/ PRE-EFFECTIVE AMENDMENT NO. 1
/ / POST-EFFECTIVE AMENDMENT NO.
(Check appropriate box or boxes)
------------------
PRUDENTIAL GOVERNMENT
SECURITIES TRUST
(Exact name of registrant as specified in charter)
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 214-1250
------------------
S. JANE ROSE, ESQ.
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
(Name and Address of Agent for Service)
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after the effective
date of the Registration Statement.
------------------
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION
8(a), MAY DETERMINE.
NO FILING FEE IS REQUIRED BECAUSE, PURSUANT TO RULE 24f-2 UNDER THE
INVESTMENT COMPANY ACT OF 1940, REGISTRANT HAS PREVIOUSLY REGISTERED AN
INDEFINITE NUMBER OF SHARES OF BENEFICIAL INTEREST, PAR VALUE $.01 PER SHARE,
PURSUANT TO A REGISTRATION STATEMENT ON FORM N-1A (FILE NO. 2-74139). PURSUANT
TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROXY STATEMENT/PROSPECTUS
RELATES TO SHARES PREVIOUSLY REGISTERED ON FORM N-1A (FILE NO. 2-74139).
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 481(A) UNDER THE SECURITIES ACT OF 1933)
<TABLE>
<CAPTION>
PROSPECTUS/PROXY
N-14 ITEM NO. AND CAPTION STATEMENT CAPTION
- ------------------------------------------------------- -------------------------------------
<S> <C> <C>
PART A
Item 1. Beginning of Registration Statement and
Outside Front Cover Page of Prospectus.... Cover Page
Item 2. Beginning and Outside Back Cover Page of
Prospectus................................ Table of Contents
Item 3. Synopsis Information and Risk Factors....... Synopsis; Principal Risk Factors
Item 4. Information about the Transaction........... Synopsis; The Proposed Transaction
Item 5. Information about the Registrant............ Additional Information about
Intermediate Series
Item 6. Information about the Company Being
Acquired.................................. Additional Information about
Adjustable Rate Fund
Item 7. Voting Information.......................... Voting Information
Item 8. Interest of Certain Persons and Experts..... Not Applicable
Item 9. Additional Information Required for
Reoffering by Persons Deemed to be
Underwriters.............................. Not Applicable
<CAPTION>
STATEMENT OF ADDITIONAL INFORMATION
CAPTION
-------------------------------------
<S> <C> <C>
PART B
Item 10. Cover Page.................................. Cover Page
Item 11. Table of Contents........................... Cover Page
Item 12. Additional Information about the
Registrant................................ Statement of Additional Information
of Intermediate Series dated April 3,
1995.
Item 13. Additional Information about the Company
Being Acquired............................ Not Applicable
Item 14. Financial Statements........................ Statement of Additional Information
of Intermediate Series dated April 3,
1995; Annual Report to shareholders
of Adjustable Rate Fund for the
fiscal year ended February 28,
1995; pro forma financial
statements included in the
Statement of Additional Information
of Intermediate Series dated
June , 1995 relating to the
acquisition of assets of Adjustable
Rate Fund by Intermediate Series in
exchange for shares of the
Intermediate Series.
</TABLE>
PART C
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Registration Statement.
<PAGE> 3
The Prospectus/Proxy Statement, Statement of Additional Information and
Part C are incorporated herein by reference in their entirety from Registrant's
Registration Statement on Form N-14 (File No. 33-60047) filed on June 7, 1995.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on behalf of the Registrant by the
undersigned, thereunto duly authorized, in the City of New York, and State of
New York, on the 23rd day of June, 1995.
PRUDENTIAL GOVERNMENT SECURITIES TRUST
/s/ RICHARD A. REDEKER
------------------------------------------
(Richard A. Redeker, President)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------ -------------
<S> <C> <C>
/s/ EUGENE S. STARK Treasurer and June 23, 1995
- ------------------------------------------ Principal Financial and
Eugene S. Stark Accounting Officer
/s/ DELAYNE DEDRICK GOLD Trustee June 23, 1995
- ------------------------------------------
Delayne Dedrick Gold
/s/ ARTHUR HAUSPURG Trustee June 23, 1995
- ------------------------------------------
Arthur Hauspurg
/s/ STEPHEN P. MUNN Trustee June 23, 1995
- ------------------------------------------
Stephen P. Munn
/s/ LOUIS A. WEIL, III Trustee June 23, 1995
- ------------------------------------------
Louis A. Weil, III
/s/ RICHARD A. REDEKER President June 23, 1995
- ------------------------------------------
Richard A. Redeker
</TABLE>
C-4
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBITS PAGE
- ------ -------------------------------------------------------------------------- ----------
<S> <C> <C>
1. (a) Declaration of Trust, as amended and restated on September 6, 1988, of
the Registrant. Incorporated by reference to Exhibit 1 to Post-Effective
Amendment No. 5 to the Registration Statement on Form N-1A (File No.
2-74139).
(b) Amendment to Declaration of Trust, dated March 1, 1991. Incorporated
by reference to Exhibit No. 1(b) to Post-Effective Amendment No. 16 to the
Registration Statement on Form N-1A (File No. 2-74139).
2. By-Laws of the Registrant. Incorporated by reference to Exhibit No. 2 to
Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A
(File No. 2-74139).
4. Plan of Reorganization, incorporated by reference to Appendix B to the
Prospectus and Proxy Statement contained in the Registration Statement
on Form N-14 (File No. 33-60047) filed via EDGAR on June 7, 1995.
5. (a) Specimen certificate for shares of beneficial interest issued by the
Registrant. Incorporated by reference to Exhibit No. 4 to Post-Effective
Amendment No. 12 to the Registration Statement on Form N-1A (File No.
2-74139).
(b) Specimen certificate for shares of beneficial interest issued by the
Registrant's U.S. Treasury Money Market Series. Incorporated by reference
to Exhibit No. 4(b) to Post-Effective Amendment No. 16 to the Registration
Statement on Form N-1A (File No. 2-74139).
(c) Instruments defining rights of holders of the securities being
offered. Incorporated by reference to Exhibit 4(c) to Post-Effective
Amendment No. 19 to the Registration Statement filed on Form N-1A via
EDGAR on January 27, 1994 (File No. 2-74139).
6. (a) Management Agreement dated August 9, 1988, as amended on November 19,
1993, between the Registrant and Prudential Mutual Fund Management, Inc.
Incorporated by reference to Exhibit 5(a) to Post-Effective Amendment No.
19 to the Registration Statement filed on Form N-1A via EDGAR on January
27, 1994 (File No. 2-74139).
(b) Subadvisory Agreement dated August 9, 1988, between Prudential Mutual
Fund Management, Inc. and The Prudential Investment Corporation.
Incorporated by reference to Exhibit No. 5(b) to Post-Effective Amendment
No. 13 to the Registration Statement on Form N-1A (File No. 2-74139).
7. (a) Distribution and Service Agreement. Incorporated by reference to
identically numbered exhibit to the Registration Statement on Form N-14
(File No. 33-60047) filed via EDGAR on June 7, 1995.
9. Custodian Agreement between the Registrant and State Street Bank and Trust
Company. Incorporated by reference to Exhibit No. 8 to the Registration
Statement on Form N-1A (File No. 2-74139).
10. (a) Distribution and Service Plan pursuant to Rule 12b-1 as amended on
July 1, 1993 for the Intermediate Term Series. Incorporated by reference
to Exhibit 15(a) to Post-Effective Amendment No. 19 to the Registration
Statement filed on Form N-1A via EDGAR on January 27, 1994 (File No.
2-74139).
(b) Distribution and Service Plan pursuant to Rule 12b-1 as amended on
July 1, 1993 for the Money Market Series. Incorporated by reference to
Exhibit 15(b) to Post-Effective Amendment No. 19 to the Registration
Statement filed on Form N-1A via EDGAR on January 27, 1994 (File No.
2-74139).
11. Opinion of Counsel. Incorporated by reference to identically numbered
exhibit to the Registration Statement on Form N-14 (File No. 33-60047)
filed via EDGAR on June 7, 1995.
12. Tax Opinion of Counsel.*
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBITS PAGE
- ------ -------------------------------------------------------------------------- ----------
<S> <C> <C>
13. Purchase Agreement incorporated by reference to Exhibit No. 13 to
Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A
(File No. 2-74139).
14. Consent of Independent Accountants.
(a) Deloitte & Touche LLP. Incorporated by reference to identically
numbered exhibit to the Registration Statement on Form N-14 (File
No. 33-60047) filed via EDGAR on June 7, 1995.
(b) Price Waterhouse LLP. Incorporated by reference to identically
numbered exhibit to the Registration Statement on Form N-14
(File No. 33-60047) filed via EDGAR on June 7, 1995.
17. (a) Proxy. Incorporated by reference to identically numbered exhibit
to the Registration Statement on Form N-14 (File No. 33-60047) filed
via EDGAR on June 7, 1995.
(b) Proxy insert card. Incorporated by reference to identically
numbered exhibit to the Registration Statement on Form N-14
(File No. 33-60047) filed via EDGAR on June 7, 1995.
(c) Letter to shareholders. Incorporated by reference to identically
numbered exhibit to the Registration Statement on Form N-14
(File No. 33-60047) filed via EDGAR on June 7, 1995.
(d) Copy of Registrant's declaration pursuant to Rule 24f-2 under the 1940
Act. Incorporated by reference to identically numbered exhibit to the
Registration Statement on Form N-14 (File No. 33-60047) filed via
EDGAR on June 7, 1995.
(e) Prospectus of Intermediate Series dated April 3, 1995, as
supplemented. Incorporated by reference to identically numbered
exhibit to the Registration Statement on Form N-14 (File No. 33-60047)
filed via EDGAR on June 7, 1995.
(f) Form of Prospectus of Adjustable Rate Fund dated June , 1995.
Incorporated by reference to identically numbered exhibit to the
Registration Statement on Form N-14 (File No. 33-60047) filed via
EDGAR on June 7, 1995.
</TABLE>
- ------------
*Filed herewith.
<PAGE> 1
[SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP LETTERHEAD]
June 22, 1995
Prudential Adjustable Rate Securities Fund, Inc.
199 Water Street
New York, New York 10292
Prudential Government Securities Trust
(Intermediate Term Series)
199 Water Street
New York, New York 10292
Dear Sirs:
We are acting as counsel to Prudential Adjustable Rate Securities
Fund, Inc., a Maryland corporation ("Adjustable Rate") in connection with the
proposed transfer of the assets (the "Reorganization") of Adjustable Rate, to
the Intermediate Term Series ("Intermediate Series") of Prudential Government
Securities Trust, a Massachusetts business trust ("Government Trust") and the
assumption by Intermediate Series of Adjustable Rate's liabilities, if any, in
exchange for shares of beneficial interest of Intermediate Series (the
"Shares") pursuant to an Agreement and Plan of Reorganization and Liquidation
(the "Agreement").
In connection with rendering the opinions expressed herein, we have
examined Government Trust's Registration Statement on Form N-14 (the
"Registration Statement") relating to the Shares of Intermediate Series to be
offered in exchange for the assets of Adjustable Rate, and containing the
prospectus and proxy statement relating to the transaction (collectively, the
"Prospectus"), filed with the Securities and Exchange Commission (the
"Commission") pursuant to the provisions of the Securities Act of 1933, as
amended (the "Securities Act"), and the Investment Company Act of 1940, as
amended, and the rules and regulations of the Commission thereunder. In
addition, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of such other documents, records and other
instruments as we have deemed necessary or appropriate for the purpose of
rendering this opinion, including the form of the Agreement included as Exhibit
B to the Prospectus.
<PAGE> 2
Prudential Adjustable Rate Securities Fund, Inc.
Prudential Government Securities Trust
June 22, 1995
Page 2
In our examination of the foregoing documents we have assumed the
genuineness of all signatures, the authority of each signatory, the due
execution and delivery of all documents by all parties, the authenticity of all
agreements, documents, certificates and instruments submitted to us as
originals, the conformity of the Agreement as executed and delivered by the
parties with the form of the Agreement contained in the Prospectus, and the
conformity with originals of all agreements, documents, certificates and
instruments submitted to us as copies.
In rendering the opinions expressed herein, we have assumed that the
transactions contemplated by the Agreement will be consummated in accordance
therewith and as described in the Prospectus. As to other questions of fact
material to this opinion, we have assumed, with your approval and without
independent investigation or verification, that the following facts will be
accurate and complete as of the consummation of the Reorganization (the
"Closing Date").
1. The fair market value of the Shares to be received by each
Adjustable Rate shareholder will be equal to the fair market value of the
Adjustable Rate shares surrendered in exchange therefor upon the liquidation of
Adjustable Rate.
2. There will be no plan or intention by any shareholder of
Adjustable Rate who owns 5 percent or more of Adjustable Rate stock, and to the
best of the knowledge of management of Adjustable Rate, there will be no plan
or intention on the part of the remaining shareholders of Adjustable Rate, to
sell, exchange, or otherwise dispose of a number of Shares received in the
Reorganization that would reduce Adjustable Rate shareholders' ownership of
Shares of Intermediate Series to a number of Shares having a value, as of the
Closing Date, of less than 50 percent of the value of all formerly outstanding
stock of Adjustable Rate as of the same date. For purposes hereof, shares of
Adjustable Rate stock exchanged for cash or other property, surrendered by
dissenters, or exchanged for cash in lieu of fractional Shares of Intermediate
Series will be treated as outstanding Adjustable Rate stock at the Closing Date
of the Reorganization. Moreover, shares of Adjustable Rate stock and Shares of
Intermediate Series held by Adjustable Rate shareholders and otherwise sold,
redeemed, or disposed of prior or subsequent to the Reorganization and as part
of the Reorganization will be considered in making this assumption.
3. Pursuant to the Agreement, Adjustable Rate will distribute in
liquidation of Adjustable Rate, the Shares of Intermediate Series received by
Adjustable Rate in the Reorganization.
<PAGE> 3
Prudential Adjustable Rate Securities Fund, Inc.
Prudential Government Securities Trust
June 22, 1995
Page 3
4. The liabilities of Adjustable Rate assumed by Intermediate
Series pursuant to the Reorganization, plus the liabilities, if any, to which
assets transferred pursuant to the Reorganization will be subject constitute
less than 20% of the total consideration for the Reorganization, all such
liabilities will have been incurred by Adjustable Rate in the ordinary course
of its business, and Intermediate Series will pay no other consideration,
except for the Shares, in connection with the Reorganization.
5. All expenses incurred by Adjustable Rate with respect to the
Reorganization will be borne by Adjustable Rate. Each shareholder of
Adjustable Rate will pay its respective share of the expenses, if any, incurred
in connection with the Reorganization. Intermediate Series will pay the
expenses, if any, incurred by it in connection with the Reorganization.
6. No intercorporate indebtedness will exist between Intermediate
Series and Adjustable Rate that was issued, acquired, or will be settled at a
discount.
7. Adjustable Rate will not own, directly or indirectly, nor will
it have owned during the five years preceding the Closing Date, directly or
indirectly, any stock of Intermediate Series.
8. The assets of Adjustable Rate transferred to Intermediate
Series will include all assets owned by Adjustable Rate at fair market value on
the Closing Date subject to all known liabilities of Adjustable Rate at such
time.
9. In accordance with the terms of the Agreement, Adjustable Rate
will transfer all of its business and will transfer assets to Intermediate
Series representing at least 90% of the fair market value of the net assets,
and at least 70% of the fair market value of the gross assets, held by
Adjustable Rate immediately prior to the Reorganization. For purposes of this
assumption, amounts paid by Adjustable Rate to shareholders who receive cash or
other property, amounts paid to dissenters, amounts used by Adjustable Rate to
pay its reorganization expenses and all redemptions and distributions (other
than regular, normal redemptions and dividends) made by Adjustable Rate
immediately preceding the Reorganization will be included as assets of
Adjustable Rate held immediately prior to the Reorganization.
10. The fair market value of the assets of Adjustable Rate
transferred to Intermediate Series will equal or exceed the sum of liabilities
assumed by Intermediate Series, plus the amount of liabilities, if any, to
which the transferred assets will be subject.
<PAGE> 4
Prudential Adjustable Rate Securities Fund, Inc.
Prudential Government Securities Trust
June 22, 1995
Page 4
11. Adjustable Rate will not be under the jurisdiction of a court
in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the
Internal Revenue Code of 1986, as amended (the "Code").
12. No cash will be paid to the shareholders of Adjustable Rate in
lieu of fractional shares.
13. For federal income tax purposes, Adjustable Rate will qualify
as a regulated investment company (as defined in Code Section 851) and will
have so qualified since its formation. The provisions of Code Sections 851
through 855 will apply to Adjustable Rate and will continue to apply through
the Closing Date.
14. As of the Closing Date, Adjustable Rate will have declared to
its shareholders of record a dividend or dividends payable prior to closing,
which together with all previous such dividends will have the effect of
distributing all of Adjustable Rate's investment company taxable income plus
the excess of its interest income, if any, excludable from gross income under
Code Section 103(a) over its deductions disallowed under Sections 265 and
171(a)(2) for the taxable year of Adjustable Rate ending on the Closing Date
and all its net capital gain realized in such taxable year.
15. Except to the extent necessary to comply with its legal
obligation to redeem its own shares, Intermediate Series will have no plan or
intention to reacquire any of the Shares issued in the Reorganization.
16. Except with respect to assets of Adjustable Rate which are
inconsistent with the investment objectives and/or investment restrictions of
Intermediate Series, Intermediate Series will have no plan or intention to sell
or otherwise dispose of any of the assets of the Adjustable Rate acquired in
the Reorganization, except for dispositions made in the ordinary course of
business.
17. Following the Reorganization, Intermediate Series will use a
significant portion of Adjustable Rate's historic business assets (i.e., 20% of
those assets used in Adjustable Rate's historical business, for this purpose,
treating cash or cash equivalents as assets of Adjustable Rate which will not
be so used) in its business.
18. Intermediate Series will not own, directly or indirectly, nor
will it have owned during the five years preceding the Closing Date, directly
or indirectly, any stock of Adjustable Rate.
19. Intermediate Series will not be under the jurisdiction of a
court in a Title 11 or similar case within the meaning of Code Section
368(a)(3)(A).
<PAGE> 5
Prudential Adjustable Rate Securities Fund, Inc.
Prudential Government Securities Trust
June 22, 1995
Page 5
20. For federal income tax purposes, Intermediate Series will
qualify as a regulated investment company (as defined in Code Section 851) and
will have so qualified since its formation. The provisions of Code Sections
851 through 855 will apply to Intermediate Series prior to the Reorganization
and will continue to apply after the Closing Date.
We note that we are members of the Bar of the State of New York and
are not members of the Bar of, or authorized to practice law in, any other
jurisdiction, and that our opinion is expressly limited to the federal laws of
the United States.
Based on the foregoing and subject to the assumptions and limitations
set forth above, and such examination of law as we have deemed necessary, we
are of the opinion that:
1. The Reorganization will constitute a reorganization within the
meaning of Section 368(a)(1)(C) of the Code;
2. Adjustable Rate and Intermediate Series will each be a "party
to a reorganization" within the meaning of Section 368(b) of
the Code;
3. Pursuant to Sections 361(a) and 357(a) of the Code, no gain or
loss will be recognized by Adjustable Rate upon the transfer
of its assets to Intermediate Series in exchange solely for
shares of Intermediate Series as a result of the
Reorganization and the assumption by Intermediate Series of
Adjustable Rate's liabilities, if any, or upon the
distribution (whether actual or constructive) of the Shares of
Intermediate Series in complete liquidation of Adjustable
Rate;
4. Pursuant to Section 1032(a) of the Code, no gain or loss will
be recognized by Intermediate Series upon its acquisition of
Adjustable Rate's assets solely in exchange for Shares of
Intermediate Series and the assumption by Intermediate Series
of the liabilities of Adjustable Rate;
5. Pursuant to Section 362(b) of the Code, the basis of the
assets of Adjustable Rate acquired by Intermediate Series
will be the same as the basis of such assets when held by
Adjustable Rate immediately prior to the Reorganization;
6. Pursuant to Section 1223(2) of the Code, the holding period of
the assets of Adjustable Rate acquired by Intermediate Series
will include the period during which such assets were held by
Adjustable Rate;
7. Pursuant to Section 354(a)(1) of the Code, no gain or loss
will be recognized by a shareholder of Adjustable Rate upon
the exchange of his or her shares
<PAGE> 6
Prudential Adjustable Rate Securities Fund, Inc.
Prudential Government Securities Trust
June 22, 1995
Page 6
for Shares of Intermediate Series, including fractional
shares, in liquidation of Adjustable Rate;
8. Pursuant to Section 358(a)(1) of the Code, the basis of the
Shares of Intermediate Series received by former Adjustable
Rate shareholders will be the same as the basis of Adjustable
Rate shares surrendered in exchange therefor; and
9. Pursuant to Section 1223(1) of the Code, the holding period
for Shares of Intermediate Series received by each shareholder
of Adjustable Rate in exchange for his or her shares of
Adjustable Rate will include the period during which such
shareholder held shares of Adjustable Rate (provided
Adjustable Rate shares were held as capital assets on the date
of the exchange).
The opinions expressed herein are based upon currently applicable
statutes and regulations and existing interpretations. We can provide no
assurance that such statutes or regulations, or existing judicial or
administrative interpretations thereof, will not be amended, revoked or
modified (possibly prior to the Closing Date) in a manner which would affect
our conclusions. Finally, we note that this opinion is solely for the benefit
of the addressees hereof in connection with the transaction described herein
and, except as otherwise provided herein, should not be referred to, used,
relied upon or quoted (with or without specific reference to our firm) in any
documents, reports, financial statements or otherwise, without our prior
written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name and to any reference to our
firm in the Registration Statement or in the Prospectus constituting part
thereof.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
SFH&G:JHN:MKN:SDB:LEB:dmw
