LINDNER DIVIDEND FUND INC
485BPOS, 1995-07-13
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   As filed with the Securities and Exchange Commission on July 13, 1995
                                      Registration Nos. 2-51681,  811-2469

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM N-1A

     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933      [X]
                   Post-Effective Amendment No. 21                [X]
                                    and
     REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
        OF 1940                                                   [X]
                   Amendment No. 16                               [X]

                        LINDNER DIVIDEND FUND, INC.
            (Exact Name of Registrant as Specified in Charter)

                        7711 Carondelet, Suite 700
                        St. Louis, Missouri  63105
                  (Address of Principal Executive Office)

                              (314) 727-5305
            Registrant's Telephone Number, Including Area Code

                         Eric E. Ryback, President
                       Ryback Management Corporation
                        7711 Carondelet, Suite 700
                        St. Louis, Missouri  63105
                  (Name and Address of Agent for Service)

                                 Copy to:
                            Paul R. Rentenbach
                            Dykema Gossett PLLC
                          400 Renaissance Center
                          Detroit, Michigan 48243

It is proposed that this filing will become effective (check appropriate
box):

   [X]  Immediately upon filing pursuant to Rule 485(b), or
   [ ]  On        , 19   pursuant to Rule 485(b), or
   [ ]  60 days after filing pursuant to Rule 485(a), or
   [ ]  On           , 19   pursuant to Rule 485(a).

This Registration Statement, as previously amended, contained a
declaration that an indefinite number of Lindner Dividend Fund, Inc.
shares were being registered under the Securities Act of 1933 pursuant to
Rule 24f-2.  Registrant hereby terminates said declaration pursuant to
Rule 24f-2(b)(3). Registrant is filing a final Rule 24f-2 notice on or
about the date this Post-Effective Amendment is filed.

<PAGE>
                             EXPLANATORY NOTE

         Registrant proposes to cease its operations.  Accordingly,
pursuant to Rule 24f-2(b)(3), Registrant hereby files this Post-Effective
Amendment for the sole purpose of terminating its declaration pursuant to
Rule 24f-2(a)(1), as set forth on the facing sheet of this Post-Effective
Amendment.  Registrant has not offered or sold any of its shares since
June 30, 1995 and will not do so in the future.

<PAGE>
                                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 Post-Effective Amendment No. 21 (under the Securities Act of
1933) and No. 16 (under the Investment Company Act of 1940) to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City
of Clayton, and State of Missouri, on the 13th day of July, 1995.

                                LINDNER DIVIDEND FUND, INC.

                                By: /s/ ERIC E. RYBACK
                                    Eric E. Ryback, President

         Pursuant to the requirements of the Securities Act of 1933, this
Amendment has been signed below by the following persons on July 13, 1995,
in the capacities indicated.

 /s/ ERIC E. RYBACK              President and Director
Eric E. Ryback                   (Principal Executive and
                                  Financial Officer)

           *                     Director
Terence P. Fitzgerald

           *                     Director
Marc P. Hartstein

           *                     Director
Rolf Mayer

           *                     Director
Dorothy M. Stephens

           *                     Director
Donald J. Murphy

           *                     Director
Irvin Weinberg

           *                     Director
Douglas T. Valassis

 /s/ BRIAN L. BLOMQUIST          Administrative Vice President
Brian L. Blomquist               and Secretary
                                 (Principal Accounting Officer)

*Executed on behalf of the indicated person by the undersigned, pursuant
to power of attorney previously filed with Post-Effective Amendment No. 19
and incorporated herein by reference.

By: /s/ ERIC E. RYBACK
   Eric E. Ryback, Attorney-in-fact



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