File No. 2-26516
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 58
AMCAP FUND, INC.
(Exact name of registrant as specified in charter)
333 South Hope Street, Los Angeles, California 90071
(Address of Principal Executive Offices)
JULIE F. WILLIAMS
333 South Hope Street, Los Angeles, California 90071
(Name and address of agent for service)
COPIES TO:
Cary I. Klafter
Morrison & Foerster
345 California Street
San Francisco, California 94104
The Registrant has filed a declaration pursuant to Rule 24f-2 registering an
indefinite number of shares
under the Securities Act of 1933. On April 13, 1995, it filed its 24f-2 Notice
for fiscal 1995.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of class Number of Proposed Proposed
of securities shares maximum maximum Amount of
being being offering price aggregate registration
registered registered per unit offering price fee
<S> <C> <C> <C> <C>
Capital 14,067,394 $15.16* $ 290,000** $ 100***
</TABLE>
* Public offering price on February 20, 1996.
** The calculation of the maximum aggregate offering price is made pursuant to
Rule 24e-2(a) of the Investment Company Act of 1940. During Registrant's 1995
fiscal year, 49,806,739 shares were redeemed or repurchased of which 35,758,474
shares were used for reductions pursuant to Rule 24f-2 of the Investment
Company Act of 1940. The 14,048,265 shares remaining have been used to reduce
the maximum offering price of the 14,067,394 shares being registered.
*** Minimum fee pursuant to Rule 24e-2(a)2 promulgated under the Investment
Company Act of 1940.
/X/ It is proposed that this filing will become effective on February 28, 1996
pursuant to paragraph (b) of Rule 485.
Page 1 of 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and the
Investment Company Act of 1940, 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 amendment
to its registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles, and State of California,
on the 20th day of February, 1996.
AMCAP FUND, INC.
/s/ Walter P. Stern
Walter P. Stern, Chairman
Pursuant to the requirements of the Securities Act of 1933, this amendment
to registration statement has been signed below on February 20, 1996 by the
following persons in the capacities indicated.
Signature Title
(1) Principal Executive Officer:
/s/ Walter P. Stern Chairman of the Board
(Walter P. Stern)
(2) Principal Financial Officer and
Principal Accounting Officer:
/s/ Mary C. Hall Treasurer
(Mary C. Hall)
(3) Directors:
Guilford C. Babcock* Director
Charles H. Black* Director
Martin Fenton, Jr.* Director
Herbert Hoover III* Director
Gail L. Neale* Director
Kirk P. Pendleton* Director
/s/ James W. Ratzlaff Director
James W. Ratzlaff
Henry E. Riggs* Director
R. Michael Shanahan* President and Director
/s/ Walter P. Stern Chairman of the Board
Walter P. Stern
Charles Wolf, Jr. Director
*By /s/ Julie F. Williams
Julie F. Williams, Attorney-in-fact
Exhibit -- Opinion of Morrison & Foerster
-2-
February 28, 1996
AMCAP Fund, Inc.
333 South Hope Street
Los Angeles, California 90071
Re: Issuance of 14,067,394 Shares of AMCAP Fund, Inc.;
Registration on Form N-1A Pursuant to Rule 24e-2
Ladies and Gentlemen:
AMCAP Fund, Inc. (the "Fund") has requested our opinion in connection with the
registration for issuance by the Fund of 14,067,394 shares of capital stock of
the Fund (the "Stock"). We understand that a copy of this opinion will be
provided to the Securities and Exchange Commission pursuant to Item 24(b)(10)
of Part C of Form N-1A under the Investment Company Act of 1940, as amended.
We have examined documents relating to the organization of the Fund and the
authorization for registration and issuance of shares of the Fund.
Based upon and subject to the foregoing, we are of the opinion that:
The issuance of the Stock by the Fund has been duly and validly authorized by
all appropriate corporate action and, assuming that the Stock will be
registered by post-effective amendment to the Fund's Form N-1A Registration
Statement, and that the delivery by sale or in accord with the Fund's dividend
reinvestment plan in accordance with the description set forth in the Fund's
current prospectus under the Securities Act of 1933, the Stock will be legally
issued, fully paid and nonassessable.
We consent to the submission of a copy of this opinion to the Securities and
Exchange Commission in connection with the filing of the Fund's Post-Effective
Amendment No. 58 to Form N-1A under the Securities Act of 1933 (SEC file no.
2-26516).
The opinion given above is subject to the condition that the Fund will comply
with the provisions of any applicable laws, regulations and permits of any
state or foreign country in which any of the Stock is sold.
Very truly yours,
MORRISON & FOERSTER LLP
