Draft--February 23, 1996
1940 Act File No. 811-2145
1933 Act File No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
[_] Pre-Effective Amendment No. __
[_] Post-Effective Amendment No. __
LORD ABBETT BOND-DEBENTURE FUND, INC.
(Exact Name of Registrant as Specified in Charter)
The General Motors Building, 767 Fifth Avenue
New York, New York 10153
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: 800-426-1130
Kenneth B. Cutler
Vice President and Secretary
Lord Abbett Bond-Debenture Fund, Inc.
The General Motors Building
767 Fifth Avenue
New York, New York 10153
(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.
NO FILING FEE IS REQUIRED BECAUSE AN INDEFINITE NUMBER OF SHARES ARE BEING
REGISTERED PURSUANT TO RULE 24F-2 UNDER THE INVESTMENT COMPANY ACT OF 1940.
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE ON
MARCH , 1996 PURSUANT TO RULE 488.
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<PAGE>
LORD ABBETT BOND-DEBENTURE FUND, INC.
CROSS-REFERENCE SHEET
ITEMS REQUIRED BY FORM N-14
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PART A
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
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<S> <C> <C>
1. Beginning of Registration Statement and Outside Cover Page of Registration Statement;
Front Cover Page of Prospectus Cover Page of Proxy Statement and
Prospectus
2. Beginning and Outside Back Cover Page of Table of Contents
Prospectus
3. Fee Table, Synopsis and Risk Factors Fee Table; Summary of Proposal
4. Information about the Transaction Summary of Proposal;
5. Information about the Registrant Summary of Proposal; Comparative
Information about the Acquiring Fund
and the Acquired Fund; Additional
Information; Prospectus of Lord
Abbett Bond-Debenture Fund, Inc.
dated May 1, 1995
6. Information about the Company Being Acquired Summary of Proposal; Comparative
Information about the Acquiring Fund
and the Acquired Fund
7. Voting Information Special Meeting of Shareholders of
the Acquired Fund; Notice of Special
Meeting of Shareholders; Summary of
Proposal
8. Interest of Certain Persons and Experts Miscellaneous
9. Additional Information Required for Reoffering Not Applicable
by Persons Deemed to be Underwriters
</TABLE>
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<TABLE>
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PART B STATEMENT OF ADDITIONAL
ITEM NO. ITEM CAPTION INFORMATION CAPTION
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<S> <C> <C>
10. Cover Page Cover Page
11. Table of Contents Not Applicable
12. Additional Information about the Registrant Cover Page of Proxy Statement and
Prospectus; Acquiring Fund
Statement of Additional Information
incorporated by reference.
13. Additional Information about the Company Being Cover Page of Proxy Statement and
Acquired Prospectus; Acquired Fund Statement
of Additional Information
incorporated by reference.
14. Financial Statements Pro-forma Financial Statements
PART C
ITEM NO. PART C CAPTION
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15. Indemnification Indemnification
16. Exhibits Exhibits
17. Undertakings Undertakings
Signatures
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<PAGE>
[Letterhead of Lord Abbett Securities Trust - Lord Abbett Bond-Debenture Trust]
FROM THE CHAIRMAN OF THE BOARD
- - - - - ------------------------------
Dear Shareholder,
Lord, Abbett & Co. is the investment manager for two funds with
substantially similar investment objectives and policies: your Fund and Lord
Abbett Bond-Debenture Fund, Inc. (the "Acquiring Fund"). To eliminate the
offering of substantially identical funds and to take advantage of potential
economies of scale, the Board of Trustees of your Fund has recommended that your
Fund combine with the Acquiring Fund.
If approved and consummated, this proposed combination of your Fund
and the Acquiring Fund will be a tax-free reorganization for Federal income tax
purposes.
You are also being asked to ratify the selection of Deloitte & Touche
LLP as your Fund's independent accountants. A shareholder vote is required on
this matter in case the proposed combination is not consummated.
The proposal is subject to the approval of shareholders of your Fund
at a meeting to be held in New York on June 19, 1996 at 10:00 a.m.
YOUR VOTE ON THESE ISSUES IS CRITICAL. TO ENSURE THAT YOUR VOTE IS
COUNTED, IT IS IMPORTANT THAT YOU:
1. REVIEW THE ENCLOSED PROXY STATEMENT AND PROSPECTUS;
2. COMPLETE AND SIGN THE ENCLOSED PROXY CARD; AND
3. RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE AS SOON AS
POSSIBLE.
Your prompt response will help save your Fund the expense of additional
solicitations.
We encourage you to review the enclosed materials. Because we believe
this combination of funds is in the best interests of shareholders, we encourage
you to vote in favor of this proposal.
Sincerely,
Ronald P. Lynch
Chairman of the Board
April 17, 1996
<PAGE>
LORD ABBETT SECURITIES TRUST -
LORD ABBETT BOND-DEBENTURE TRUST
767 Fifth Avenue
New York, New York 10153
Telephone No. (800) 426-1130
Notice of a Special Meeting of Shareholders
to be held on June 19, 1996 April 17, 1996
Notice is given hereby of a special meeting of the shareholders of Lord Abbett
Securities Trust. The meeting will be held in the offices of Lord, Abbett &
Co., on the 11th floor of The General Motors Building, 767 Fifth Avenue, New
York, New York on June 19, 1996, at 10:00 a.m. for the following purposes and to
transact such other business as may properly come before the meeting and any
adjournments thereof.
ITEM 1. To consider and act upon an Agreement and Plan of Reorganization
between Lord Abbett Bond-Debenture Trust (the "Acquired Fund"), a
series of Lord Abbett Securities Trust, and Lord Abbett Bond-Debenture
Fund, Inc. (the "Acquiring Fund") providing for (a) the transfer of all
of the assets of the Acquired Fund to the Acquiring Fund in exchange
for shares of a new class of the Acquiring Fund (to be designated
"Class C Shares") and the assumption by the Acquiring Fund of all of
the liabilities of the Acquired Fund, (b) the distribution of such
Class C Shares to the shareholders of the Acquired Fund and (c) the
subsequent termination of the Acquired Fund. A vote in favor of this
Item 1 will be deemed to be a vote to authorize the Acquired Fund, as
the sole shareholder of Class C Shares prior to this reorganization, to
approve a proposed distribution plan pursuant to Section 12 of the
Investment Company Act of 1940, as amended, and Rule 12b-1 thereunder
applicable to that class.
ITEM 2. To ratify the selection of Deloitte & Touche LLP as the independent
auditors of the Lord Abbett Securities Trust for the current fiscal
year.
By order of the Board of Trustees
Kenneth B. Cutler
Vice President and Secretary
The Board of Trustees has fixed the close of business on March 22, 1996 as the
record date for determination of shareholders of the Acquired Fund entitled to
notice of and to vote at the meeting. Shareholders are entitled to one vote for
each share held. As of March 22, there were ____ shares of the Acquired Fund
issued and outstanding.
<PAGE>
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PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD.
SIGN, DATE AND RETURN IT IN THE ENVELOPE PROVIDED.
TO SAVE THE COST OF ADDITIONAL SOLICITATIONS, PLEASE MAIL YOUR PROXY PROMPTLY.
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<PAGE>
PROXY STATEMENT AND PROSPECTUS DATED MARCH , 1996
ACQUISITION OF THE ASSETS OF
Lord Abbett Bond-Debenture Trust, a series of
Lord Abbett Securities Trust
The General Motors Building, 767 Fifth Avenue
New York, NY 10153
(800) 426-1130
BY AND IN EXCHANGE FOR CLASS C SHARES OF
Lord Abbett Bond-Debenture Fund, Inc.
The General Motors Building, 767 Fifth Avenue
New York, NY 10153
(800) 426-1130
This Proxy Statement and Prospectus relates to Class C shares (the
"Class C shares") of Lord Abbett Bond-Debenture Fund, Inc. (the "Acquiring
Fund") to be issued to, and in exchange for all the assets of, Lord Abbett Bond-
Debenture Trust (the "Acquired Fund") and, together with the Acquiring Fund, the
"Funds"), a series of Lord Abbett Securities Trust (the "Trust"). In exchange
for such assets, the Acquiring Fund will also assume all of the liabilities of
the Acquired Fund. Following receipt of the Acquiring Fund Class C shares, the
Acquired Fund will be terminated and the Class C shares will be distributed to
the shareholders of the Acquired Fund. The shareholders of the Acquired Fund are
being asked to vote to approve or disapprove these proposed transactions (the
"Reorganization"), which are more fully described in this Proxy Statement and
Prospectus.
The Acquiring Fund and the Trust are open-end diversified investment
management companies. The Acquiring Fund and the Acquired Fund have
substantially similar investment objectives. The Acquiring Fund seeks high
current income and the opportunity for capital appreciation to produce a high
total return through a professionally-managed portfolio consisting primarily of
convertible and discount debt securities, many of which are lower rated. The
Acquired Fund seeks to achieve a high total return (current income and capital
appreciation) from an actively-managed, diversified debt-security portfolio.
Under normal circumstances, the Acquired Fund invests at least 65% of its total
assets in bonds and/or debentures and seeks unusual values, particularly in
lower-rated debt securities, sometimes referred to as "junk bonds," some of
which are convertible into common stocks or have warrants to purchase common
stocks. Lord, Abbett & Co. ("Lord Abbett") serves as investment manager to both
Funds and will continue to serve as the investment manager of the Acquiring Fund
after the Reorganization.
The Class C shares of the Acquiring Fund will be a newly-created class
of shares that will share pro-rata with the existing class of Acquiring Fund
shares (the "Class A shares") in the portfolio, income and expenses of the
Acquiring Fund, except that each class will bear the expense of its own
distribution and shareholder servicing arrangements and certain other expenses.
See " -- Shares of the Acquiring Fund." The distribution and shareholder
servicing arrangements for the Class C shares will be substantially the same as
the arrangements currently applicable to the Acquired Fund shares. The trustees
of the Trust believe that the proposed transaction will enable the shareholders
of the Acquired
<PAGE>
Fund to benefit from economies of scale while continuing to invest in a
portfolio of securities managed by Lord Abbett under an investment objective
substantially similar to that of the Acquired Fund. See " -- Reasons for the
Reorganization."
This Proxy Statement and Prospectus sets forth concisely the
information about the Acquiring Fund that a shareholder of the Acquired Fund
should know before voting on the Reorganization. It should be read and retained
for future reference. Attached as Exhibit A to this Proxy Statement and
Prospectus is a copy of the Agreement and Plan of Reorganization (the "Plan")
for the Reorganization. This Proxy Statement and Prospectus is accompanied by
the Prospectus of the Acquiring Fund dated May 1, 1995 (the "Acquiring Fund
Prospectus"), which Prospectus is incorporated by reference herein. Also
incorporated herein by reference are (a) the Statement of Additional Information
dated the date hereof relating to this Proxy Statement and Prospectus, including
the Statement of Additional Information of the Trust dated December 27, 1994 and
the Statement of Additional Information of the Acquiring Fund dated May 1, 1995,
and (b) the Prospectus of the Trust dated December 27, 1994 (the "Acquired Fund
Prospectus") [a pre-effective amendment is to be filed to incorporate by
reference the Prospectus and Statement of Additional Information of Lord Abbett
Securities Trust to be dated March 1, 1996]. Such Statements of Additional
Information and the Acquired Fund Prospectus are available, upon oral or written
request, and at no charge, from the Acquiring Fund, at its above-noted telephone
number and address.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
SPECIAL MEETING OF SHAREHOLDERS OF THE ACQUIRED FUND....................... 2
FEE TABLE.................................................................. 4
ITEM 1. - APPROVAL OF THE AGREEMENT AND PLAN OF REORGANIZATION............. 5
SUMMARY OF PROPOSAL.................................................... 5
....................................................................... 7
COMPARATIVE INFORMATION ABOUT THE
ACQUIRING FUND AND THE ACQUIRED FUND................................11
ITEM 2. - RATIFICATION OR REJECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS.........................................13
ADDITIONAL INFORMATION.....................................................14
Exhibit A - Agreement and Plan of Reorganization
Exhibit B - Comparison of Current and Proposed Investment Policies and
Restrictions
</TABLE>
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
<PAGE>
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<PAGE>
SPECIAL MEETING OF SHAREHOLDERS OF THE ACQUIRED FUND
This Prospectus and Proxy Statement is furnished in connection with
the solicitation of proxies by and on behalf of the Board of Trustees of the
Trust on behalf of the Acquired Fund to be used at a Special Meeting of
Shareholders of the Trust to be held at 10:00 a.m. on June 19, 1996, at the
offices of Lord Abbett on the 11th floor of the General Motors Building, 767
Fifth Avenue, New York, New York 10153, and at any adjournments thereof. This
Prospectus and Proxy Statement and the enclosed proxy card are first being
mailed to shareholders of the Acquired Fund on or about April 17, 1996.
At the close of business on March 22, 1996 (the "Record Date"), there
were issued and outstanding ____ shares of the Acquired Fund. Only shareholders
of record as of the close of business on the Record Date will be entitled to
notice of, and to vote at, the meeting or any adjournment thereof. Shareholders
of the Acquired Fund are entitled to one vote for each share. Under Delaware
law, shares owned by two or more persons (whether as joint tenants, co-
fiduciaries or otherwise) will be voted as follows, unless a written instrument
or court order providing to the contrary has been filed with the Secretary of
the Acquired Fund: (1) if only one votes, that vote binds all; (2) if more than
one votes, the vote of the majority binds all; and (3) if more than one votes
and the vote is evenly divided, the vote will be cast proportionately.
Approval of the Plan and the Reorganization will require the
affirmative vote of a majority of the shares of the Acquired Fund voted on the
matter. One-third of the aggregate number of shares of the Acquired Fund shall
be necessary to constitute a quorum for approval of the Plan and the
Reorganization. Shares with respect to which there is an abstention or broker
non-vote shall be counted for quorum purposes and shall not be treated as
"voted" for purposes of determining whether the proposal has passed. If the
enclosed form of proxy is properly executed and returned in time to be voted at
the meeting, the proxies named therein will vote the shares represented by the
proxy in accordance with the instructions marked thereon. A proxy may be revoked
by the signer at any time at or before the meeting by written notice to the
Acquired Fund, by execution of a later-dated proxy or by voting in person at the
meeting. Unless revoked, all valid proxies will be voted in accordance with the
specifications thereon or, in the absence of such specifications, FOR approval
of the Plan and the Reorganization, FOR ratification of the selection of
Deloitte & Touche as the Acquired Fund's independent auditors and on any other
matters as deemed appropriate.
Proxies will be solicited by mail. Additional solicitations may be
made by telephone, facsimile or personal contact by officers or employees of
Lord Abbett and its affiliates. The Acquired Fund may also request brokerage
houses, custodians, nominees, and fiduciaries who are shareholders of record to
forward proxy material to the beneficial owners. D.F. King & Co. has been
retained to assist in the solicitation of proxies at an estimated cost of
$_______. The cost of the solicitation will be borne by ______________.
In the event that sufficient votes to approve the Plan are not
received by the meeting date, the persons named as proxies may propose one or
more adjournments of the meeting to permit further solicitation of proxies. In
determining whether to adjourn the meeting, the following factors may be
considered: the percentage of votes actually cast, the percentage of negative
votes actually cast and the nature of any further solicitation and any
information to be provided to shareholders with respect to such
2
<PAGE>
a solicitation. Any such adjournment will require an affirmative vote of a
majority of the shares present in person or by proxy and entitled to vote at the
meeting. The persons named as proxies will vote upon such adjournment after
consideration of the best interests of all shareholders.
If the Plan is not approved by the shareholders of the Acquired Fund,
or if the Reorganization is not consummated for any other reason, the Acquired
Fund will continue to engage in business as a series of the Trust.
3
<PAGE>
FEE TABLE
Set forth below is a summary comparison of the expenses of (a) the
shares of the Acquiring Fund (currently, the only class of Acquiring Fund
shares, to be designated "Class A"), (b) the shares of the Acquired Fund and (c)
on a pro-forma basis after giving effect to the Reorganization, the Class C
shares of the Acquiring Fund (to be issued in the Reorganization in exchange for
the shares of the Acquired Fund). The annual operating expenses shown in the
summary comparison for the Acquiring Fund shares and the Acquired Fund shares
are the actual expenses for the fiscal years ending December 31, 1995 and
October 31, 1995, respectively, and those shown on a pro-forma basis for the
Class C shares of the Acquiring Fund are the estimated expenses of such shares
for the subsequent year had the Reorganization occurred on November 1, 1994. The
example set forth below is not a representation of past or future expenses.
Actual expenses may be greater or less than those shown.
<TABLE>
<CAPTION>
ACQUIRING FUND SHARES ACQUIRING FUND
SHAREHOLDER TRANSACTION EXPENSES (TO BE DESIGNATED CLASS C SHARES
(AS A PERCENTAGE OF OFFERING PRICE) CLASS A) ACQUIRED FUND SHARES (PRO-FORMA)
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<S> <C> <C> <C>
Maximum Sales Load on Purchases/(1)/ 4.75%/(2)/ None/(3)/ None/(3)/
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Deferred Sales Load /(1)/ None/(2)/ 1.00%/(4)/ 1.00%/(4)/
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ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
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Management Fee 0.47% 0.50% 0.46%/(5)/
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Rule 12b-1 Fees 0.21/(2)/ 0.91/(3)/ 0.91/(3)(5)/
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Other Expenses 0.14 0.26 0.14/(5)/
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TOTAL OPERATING EXPENSES 0.82 1.67 1.51/(5)/
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</TABLE>
Example: Assume each Fund's annual return is 5% and there is no change in the
- - - - - -------
level of expenses described above. For every $1,000 invested, with reinvestment
of all distributions, you would pay the following total expenses if you closed
your account after the number of years indicated.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
ACQUIRING FUND CLASS A SHARES /(6)/ $55 $72 $91 $144
ACQUIRED FUND SHARES /(6)/ $17 $53 $91 $198
ACQUIRING FUND CLASS C SHARES $15 $48 $82 $180
(PRO-FORMA)/(6)/
</TABLE>
(1) Sales "load" is referred to as sales "charge" and "deferred sales load"
is referred to as "contingent deferred reimbursement charge" throughout
this Proxy Statement and Prospectus.
(2) See "Purchases" in the Acquiring Fund Prospectus accompanying this Proxy
Statement and Prospectus for descriptions of the front-end sales charges,
the 1% contingent deferred reimbursement charges payable on sales and
certain redemptions of these shares and the Rule 12b-1 plan applicable to
the shares of the Acquiring Fund.
(3) Although the Acquired Fund does not, and the Acquiring Fund will not with
respect to the Class C shares, charge a front-end sales charge, investors
should be aware that long-term shareholders may pay, under the Rule 12b-1
plan of the Acquired Fund and under the Rule 12b-1 plan to be applicable to
the Class C shares of the Acquiring Fund (which pays and will pay annual
0.25% service and 0.75% distribution fees), more than the economic
equivalent of the maximum front-end sales charge as permitted by certain
rules of the National Association of Securities Dealers, Inc.
(4) Redemptions of the Acquired Fund shares are, and redemptions of the Class C
shares will be, subject to a 1% contingent deferred reimbursement charge if
the redemption occurs before the first anniversary of the share purchase.
For this purpose, Class C shares received in the Reorganization will be
deemed to have been purchased on the date the holders purchased or were
deemed to purchase the shares of the Acquired Fund exchanged for such Class
C shares. See "12b-1 Plans" under "Information About Reorganization."
(5) The expenses of the Acquiring Fund Class C Shares are estimated.
(6) Based on total operating expenses or estimated operating expenses shown in
the table above.
The foregoing is provided to assist shareholders of the Acquired Fund in
understanding the various expenses the holders of the shares of the Acquiring
Fund and the holders of shares of the Acquired Fund have incurred and that
holders of the shares of the Acquired Fund might incur as holders of the Class C
shares following the Reorganization.
- - - - - --------------------------------------------------------------------------------
4
<PAGE>
ITEM 1. - APPROVAL OF THE AGREEMENT AND PLAN OF REORGANIZATION
SUMMARY OF PROPOSAL
The following is a summary of certain information contained elsewhere
or incorporated by reference in this Proxy Statement and Prospectus and is
qualified in its entirety by reference to such information.
OVERVIEW OF PROPOSED REORGANIZATION. The Plan provides for the transfer to the
Acquiring Fund of all of the assets of the Acquired Fund in exchange for Class C
shares and the assumption by the Acquiring Fund of all of the liabilities of the
Acquired Fund. The Class C shares will then be distributed to the Acquired Fund
shareholders and the Acquired Fund will be terminated. As a result of the Reor
ganization, each shareholder of the Acquired Fund will become the owner of that
number of full and fractional Class C shares having an aggregate net asset value
equal to the aggregate net asset value of their shares of the Acquired Fund, as
of the close of business on the date the Acquired Fund assets are transferred to
the Acquiring Fund. Consummation of the Reorganization is subject to the
approval of the Acquired Fund's shareholders and other conditions, including
Acquiring Fund shareholder approval of an amendment to its Articles of
Incorporation authorizing the creation of the Class C shares.
To avoid a need to call an Acquiring Fund shareholders' meeting after
the Reorganization, shareholders of the Acquired Fund are being asked to
authorize the Acquired Fund, as the sole Class C shareholder of the Acquiring
Fund before the Reorganization, to approve the proposed distribution plan for
the Class C shares. A vote in favor of the Reorganization will be deemed also to
be a vote to authorize the Acquired Fund to take such action.
The trustees of the Acquired Fund believe that the proposed
Reorganization will enable the shareholders of the Acquired Fund to benefit from
economies of scale while continuing to invest in a portfolio of securities
managed by Lord Abbett under the same investment objective as that of the
Acquired Fund. See "-- Reasons for Reorganization" for additional information
about the reasons for the Reorganization.
BUSINESSES OF THE ACQUIRED AND ACQUIRING FUNDS. The Acquired Fund is a
diversified series of the Trust, an open-end management investment company
organized as a Delaware business trust under an Agreement and Declaration of
Trust dated February 26, 1993. The Trust offers ten series, one of which is the
Acquired Fund, each consisting of one class of shares. The Acquired Fund
commenced investment operations on January 3, 1994. As of December 31, 1995,
the Acquired Fund's net assets were approximately $148 million.
The Acquiring Fund is an open-end, diversified, management investment
company organized in 1970 and reincorporated under Maryland law on January 23,
1976. To date, the Acquiring Fund has offered only one class of shares. As of
December 31, 1995, the Acquiring Fund's net assets were approximately $1.34
billion.
INVESTMENT OBJECTIVES AND POLICIES OF THE ACQUIRED FUND AND THE ACQUIRING FUND.
The Acquired Fund and Acquiring Fund have substantially similar investment
objectives. The Acquiring Fund seeks
5
<PAGE>
high current income and the opportunity for capital appreciation to produce a
high total return through a professionally-managed portfolio consisting
primarily of convertible and discount debt securities, many of which are lower
rated. The Acquired Fund seeks to achieve a high total return (current income
and capital appreciation) from an actively-managed, diversified debt-security
portfolio. Under normal circumstances, the Acquired Fund invests at least 65%
of its total assets in bonds and/or debentures and seeks unusual values,
particularly in lower-rated debt securities, sometimes referred to as "junk
bonds," some of which are convertible into common stocks or have warrants to
purchase common stocks. The two Funds also have generally similar investment
policies and restrictions. The Acquiring Fund is seeking to revise and
reclassify certain of its investment policies and restrictions in order to
provide greater flexibility in managing the investment portfolio of the
Acquiring Fund. Most importantly, a number of the investment policies and
restrictions that are classified as fundamental for the Acquired Fund are to be
reclassified as non-fundamental for the Acquiring Fund. See "Comparative
Information About the Acquiring Fund and the Acquired Fund -- Investment
Objectives, Policies and Restrictions."
The portfolio of the Acquired Fund is expected to be suitable for the
Acquiring Fund, and so no significant realignment of that portfolio is expected
in connection with the Reorganization.
PURCHASES AND EXCHANGES. Shares of the Acquired Fund are, and Class C shares
will be, available through certain authorized dealers at the public offering
price, which is the net asset value per share. See " -- Shares of the Acquiring
Fund." Shareholders of the Acquired Fund may now exchange their shares for
shares of the other nine series of the Trust and for the shares of Lord Abbett
U.S. Government Securities Money Market Fund, Inc. It is expected that holders
of Class C shares will be able to exchange their shares for Class C shares of up
to 13 other funds and series managed by Lord Abbett. Each exchange represents a
sale of shares for which a shareholder may have to recognize a gain or loss
under Federal income tax provisions.
RULE 12B-1 PLAN. The Acquired Fund has adopted a plan pursuant to Section 12(b)
of the Investment Company Act of 1940 (the "1940 Act") and Rule 12b-1 thereunder
(a "Rule 12b-1 Plan"), under which it pays service and distribution fees at the
time shares are sold not to exceed 1% of the net asset value of such shares and
at each quarter-end after the first anniversary of the sale of shares at an
annual rate not to exceed 1% of the net asset value of such shares then
outstanding. As part of the Reorganization, the Acquiring Fund will adopt a
Rule 12b-1 Plan applicable to the Class C shares that will be substantially the
same as the Acquired Fund's Rule 12b-1 Plan, except as noted below under " --
Rule 12b-1 Plan".
DIVIDEND POLICIES AND OPTIONS. The Acquired Fund distributes net investment
income monthly as a dividend. It may also pay supplemental dividends and
capital gains distributions in December or January. The Acquiring Fund has a
similar dividend and distribution policy. The shareholders of each Fund may
reinvest such dividends and distributions in additional shares at net asset
value or take such amounts in cash.
REDEMPTION PROCEDURES. The redemption procedures of the Acquired Fund and the
Acquiring Fund are substantially the same. See the Acquiring Fund Prospectus
under "Redemptions."
6
<PAGE>
TAX CONSIDERATIONS. The consummation of the Reorganization is subject to
receipt of an opinion of counsel, substantially to the effect that, among other
things, the Reorganization will not cause a gain or loss to be recognized by the
Acquired Fund or its shareholders for federal income tax purposes. See "--
Federal Income Tax Considerations."
RISK FACTORS. Because of the similarities in the investment objectives of the
Funds, Lord Abbett believes that the relative risks involved in investing in the
Funds can be considered similar. However, the investment policies and
restrictions of the Acquiring Fund have been made less restrictive compared to
those of the Acquired Fund in order to provide greater flexibility in the future
management of the investment portfolio of the Acquiring Fund. If the Acquiring
Fund were to take to any significant extent the actions permitted by these less
restrictive policies and restrictions, a result not now anticipated, the risks
of investing in the Acquiring Fund could be greater than those involved in
investing in the Acquired Fund. See "Comparative Information About the
Acquiring Fund and the Acquired Fund -- Investment Objectives, Policies and
Restrictions" below.
THE PLAN. On July 12, 1996, assuming the conditions referred to below are
satisfied, the Acquired Fund will transfer all its assets to the Acquiring Fund
(the date of such transfer is referred to herein as the "Closing Date") in
exchange for (i) Class C shares of the Acquiring Fund having an aggregate net
asset value equal to the aggregate value of the assets, less liabilities, of the
Acquired Fund and (ii) the assumption by the Acquiring Fund of all the
liabilities of the Acquired Fund. The Acquired Fund will distribute as of the
Closing Date such Class C shares pro-rata to its shareholders of record,
determined as of the close of business on the Closing Date, in exchange for
their shares of the Acquired Fund. The net asset value of Class C shares and
the value of the Acquired Fund's assets and the amount of its liabilities will
be determined as of the Closing Date in accordance with the valuation procedures
set forth in the Acquiring Fund's Articles of Incorporation (see "Purchases" in
the Acquiring Fund Prospectus). The valuation procedures used by the Acquiring
Fund are the same as those used by the Acquired Fund.
The obligations of the Acquiring Fund and the Acquired Fund to
consummate the Reor ganization are subject to the satisfaction of certain
conditions precedent, including (a) approval and authorization of the
Reorganization by the vote of a majority of the shares of the Acquired Fund
voted on the matter if a quorum is present, (b) receipt of a favorable ruling
from the Internal Revenue Service to the effect that the issuance of various
classes of shares by the Acquiring Fund will not result in dividends or
distributions of the Acquiring Fund constituting "preferential dividends" under
the Internal Revenue Code of 1986, as amended (the "Code"), (c) a favorable
opinion of legal counsel as to the federal income tax consequences of the
proposed transaction as described below under "Federal Income Tax
Considerations", and (d) approval by the shareholders of the Acquiring Fund of
an amendment to its Articles of Incorporation authorizing the creation of
additional classes of shares.
The foregoing summary of the Plan does not purport to be complete, and
is subject in all respects to the provisions of, and is qualified in its
entirety by reference to, the Plan, a copy of which is attached as Exhibit A.
7
<PAGE>
REASONS FOR THE REORGANIZATION. The Board of Trustees of the Trust and the
Board of Directors of the Acquiring Fund, including in each case a majority who
are not "interested persons" (as defined in the 1940 Act) of either Fund or of
Lord Abbett, approved the Plan and the Reorganization on March 14, 1996, and in
this connection determined that participation in the proposed Reorganization is
in the best interests of the shareholders of each of the Funds and that the
interests of existing shareholders of the Funds will not be diluted as a result
of the Reorganization. In doing so, the boards of the two Funds considered
several factors, including that (a) the shareholders of the Acquired Fund are
expected to benefit from economies of scale as shareholders of the larger
Acquiring Fund, while continuing to invest in a portfolio of securities managed
by Lord Abbett under a substantially similar investment objective, and (b)
implementation of a multi-class fund structure for the Acquiring Fund is
expected to (i) enable investors in the Acquiring Fund to choose the
distribution option that best suits their individual situations, (ii) facilitate
distribution of the Acquiring Fund's shares, and (iii) maintain the competitive
position of the Acquiring Fund in relation to other funds that have implemented
or are seeking to implement similar distribution arrangements.
The trustees of the Trust and the directors of the Acquiring Fund are
the same individuals.
SHARES OF THE ACQUIRING FUND. On or before the Closing Date, the Acquiring Fund
will have two classes of shares, Class A shares (the existing class of the
Acquiring Fund) and Class C shares (to be received by the shareholders of the
Acquired Fund in the Reorganization). Each share of the Acquiring Fund,
regardless of class, will share pro-rata (based on net asset value) in the
portfolio and income of the Acquiring Fund and in the Acquiring Fund's expenses,
except for differences in expenses resulting from different Rule 12b-1 Plans for
the classes and certain other class specific expenses. See "Rule 12b-1 Plans"
below. After the Reorganization, Class C shares will be offered at net asset
value without an initial sales charge but if redeemed for cash before the first
anniversary of purchase, will be subject to a contingent deferred reimbursement
charge (a "CDRC") equal to 1% of the lower of their cost or then net asset
value. Holding periods for shares purchased prior to the Reorganization will
carry over for the purpose of determining the applicability of the CDRC.
After the Closing Date, the Acquiring Fund may create and issue one or
more classes of shares in addition to the Class A and C shares. Lord Abbett has
advised the Board of Directors of the Acquiring Fund that it intends to propose
to the board in the near future that the board authorize the Acquiring Fund to
issue a third class of shares, to be designated the "Class B shares". If
authorized, the Class B shares are expected to be sold without an initial sales
charge and otherwise to be similar to the Class C shares except that (i) they
will be subject to a contingent deferred sales charge ("CDSC") that is payable
to the distributor of such shares, rather than subject to a contingent deferred
reimbursement charge payable to the Acquiring Fund, as is the case with the
Class C shares, (ii) the B share CDSC will be substantially larger than the 1%
CDRC charged on early redemptions of Class C shares, (iii) the B share CDSC will
apply over a period of time substantially longer than the 12 months applicable
to the C share CDRC, and will scale down to zero over that longer period, and
(iv) the Class B shares will convert automatically into A shares at net asset
value after a period of time.
Shares of all classes of the Acquiring Fund will vote together on all
matters affecting the Acquiring Fund, except for matters, such as approval of a
Rule 12b-1 Plan, affecting only a particular class or classes. All shares
voting on a matter will have identical voting rights. All issued shares of the
8
<PAGE>
Acquiring Fund are fully paid and non-assessable, and shareholders have no
preemptive or other right to subscribe to any additional shares. All shares
within a series will have the same rights and be subject to the same limitations
with respect to dividends, redemptions and liquidation except for differences
resulting from class-specific Rule 12b-1 plans and related service plans and
certain other class-specific expenses.
RULE 12B-1 PLANS. The Acquiring Fund is adopting a Rule 12b-1 Plan for the
Class C shares (the "Class C 12b-1 Plan") substantially the same as the plan
currently in effect for the Acquired Fund. The Acquired Fund's plan provides
for payments to dealers through Lord Abbett of distribution and service fees (a)
at the time shares are sold, not to exceed 0.75% and 0.25%, respectively, of the
net asset value of the shares sold and (b) at the end of the quarter following
the first anniversary of the sale of shares, and quarterly thereafter, at an
annual rate not to exceed 0.75% and 0.25%, respectively, of the net asset value
of such shares, including any shares issued for reinvested dividends and
distributions after such first anniversary, so long as such shares remain
outstanding. Lord Abbett may retain from the quarterly distribution fee, for
the payment of distribution expenses incurred directly by it, an amount not to
exceed 0.10% of the average annual net asset value of such shares outstanding.
See the Acquired Fund Prospectus under "Purchases" for additional information
concerning the Rule 12b-1 Plan of the Acquired Fund.
There are two substantive changes in the Class C 12b-1 Plan: First,
-----
payments under the plan may be made to all institutions and persons permitted by
applicable law and/or rules to receive such payments ("Authorized
Institutions"), rather than just to dealers, as is the case under the Acquired
Fund's Rule 12b-1 Plan; and Second, the other party to the Class C 12b-1 Plan is
------
to be Lord Abbett Distributor, LLC, a New York limited liability company, to be
formed as a subsidiary of Lord Abbett ("Lord Abbett Distributor"), rather than
Lord Abbett itself. Lord Abbett Distributor will take on all the underwriting
functions currently performed directly by Lord Abbett.
The Acquiring Fund will pay smaller Rule 12b-1 distribution and
service fees in connection with the Class A shares. However, the Acquiring Fund
will sell those shares subject to an initial sales charge (see the Acquiring
Fund Prospectus under "Purchases"). The Acquired Fund does not impose, and the
Acquiring Fund will not impose with respect to the Class C shares, an initial
sales charge.
The Class C 12b-1 Plan was approved on March 14, 1996, by the
directors of the Acquiring Fund, including a majority of the directors who are
not "interested persons" of the Acquiring Fund within the meaning of the 1940
Act and who will have no direct or indirect financial interest in the operations
of such plan or in any agreements related thereto. Prior to the Reorganization,
the Acquired Fund will purchase one Class C share, and as sole shareholder, will
approve the Class C 12b-1 Plan prior to that class being issued to the Acquired
Fund in the Reorganization. A vote in favor of the Reorganization will be deemed
also to be a vote to authorize the Acquired Fund to take such action.
FEDERAL INCOME TAX CONSIDERATIONS. The consummation of the Reorganization is
conditioned upon the receipt of an opinion of Debevoise & Plimpton, legal
counsel to the Acquiring Fund and the Acquired Fund, substantially to the effect
that, for Federal income tax purposes:
9
<PAGE>
(a) no gain or loss will be recognized by the Acquired Fund upon the
transfer of the Acquired Fund's assets to the Acquiring Fund in exchange for
Class C shares and the assumption by the Acquiring Fund of the liabilities of
the Acquired Fund or upon the distribution of the Class C shares to the
Acquired Fund's shareholders;
(b) no gain or loss will be recognized by the Acquiring Fund upon the
receipt of the assets of the Acquired Fund in exchange for Class C shares and
the assumption by the Acquiring Fund of the liabilities of the Acquired Fund;
(c) no gain or loss will be recognized by shareholders of the
Acquired Fund upon the exchange of their Acquired Fund shares for Class C
shares;
(d) the aggregate tax basis of the Class C shares received by any
Acquired Fund shareholder pursuant to the Reorganization will be the same as
the aggregate tax basis of the Acquired Fund shares held by such shareholder
immediately prior to the Reorganization, and the holding period for the Class
C shares to be received by any Acquired Fund shareholder will include the
period during which the Acquired Fund shares exchanged therefor were held by
such shareholder (provided that the Acquired Fund shares were held as capital
assets on the date of the Reorganization); and
(e) the tax basis of the Acquired Fund's assets acquired by the
Acquiring Fund will be the same as the tax basis of such assets to the
Acquired Fund immediately prior to the Reorganization, and the holding period
of the assets of the Acquired Fund in the hands of the Acquiring Fund will
include the period during which those assets were held by the Acquired Fund.
The Funds have not sought a tax ruling from the Internal Revenue Service
with respect to the tax consequences of the Reorganization, but will act in
reliance upon the opinion of counsel. Such opinion is not binding on the
Internal Revenue Service. Since the foregoing discussion relates only to the
general Federal income tax consequences of the Reorganization, shareholders
should also consult their tax advisors as to any state or local tax consequences
of the Reorganization to them and any special circumstances that may apply in
their individual circumstances.
EXPENSES OF THE REORGANIZATION. Expenses of the Reorganization, including legal
and accounting expense, the costs of proxy solicitation and the preparation of
this Prospectus and Proxy Statement, will be borne by __________. If the
Reorganization is consummated, the expenses of the Acquired Fund, to the extent
not paid prior to the Closing Date, will be assumed by the Acquiring Fund and
taken into account in determining the net assets of the Acquired Fund for the
purpose of calculating the number of Class C shares to be issued to the Acquired
Fund.
CAPITALIZATION. The following table sets forth the capitalization of the
Acquiring Fund and the Acquired Fund as of December 31, 1995, and the pro-forma
capitalization of the Acquiring Fund as if the Reorganization had occurred on
that date:
10
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
CLASS A CLASS C
ACQUIRING ACQUIRING
FUND FUND
ACQUIRING FUND ACQUIRED FUND (PRO-FORMA - (PRO-FORMA -
(UNAUDITED) (UNAUDITED) UNAUDITED) UNAUDITED)
------------- ----------- ---------- ---------
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
(In thousands, except per share values)
-----------------------------------------------------------------------------------------
Net Assets ............ 1,339,508 $147,638 $1,339,508 $147,638
-----------------------------------------------------------------------------------------
Net Asset Value per Share $ 9.29 $ 4.82 $ 9.29 $ 9.29
-----------------------------------------------------------------------------------------
Shares Outstanding: 144,223 30,620 144,223 15,892
-----------------------------------------------------------------------------------------
</TABLE>
The foregoing table reflects a pro-forma exchange ratio of
approximately 0.5 Class C shares for each Acquired Fund share. If the
Reorganization is consummated, the actual exchange ratio may vary from this
ratio due to changes in the market value of the portfolio securities of both the
Acquiring Fund and the Acquired Fund between December 31, 1995 and the Closing
Date, and changes in the amounts of undistributed net investment income and
accrued liabilities of the Acquiring Fund and the Acquired Fund during that
period.
COMPARATIVE INFORMATION ABOUT THE
ACQUIRING FUND AND THE ACQUIRED FUND
FEES AND EXPENSES. Both the Acquiring Fund and the Acquired Fund employ Lord
Abbett as their investment manager. Under the management agreement between the
Acquiring Fund and Lord Abbett, the Acquiring Fund pays a monthly fee, based on
average daily net assets for each month, at the annual rate of .5 of 1% of the
Fund's first $500 million of average daily net assets and .45 of such assets
over $500 million. For the fiscal year ended December 31, 1995, the Acquiring
Fund paid Lord Abbett a management fee at an annual rate of 0.47 of 1% of
average daily net assets. This management agreement will continue in effect
following the Reorganization.
Under the management agreement between the Trust and Lord Abbett, the
Trust, on behalf of the Acquired Fund, is obligated to pay a monthly fee at the
annual rate of 0.5 of 1% of average daily net assets. For the fiscal year
ended October 31, 1995, the Acquired Fund paid Lord Abbett a management fee at
an annual rate of 0.50 of 1% of average daily net assets.
As shown under "Fee Table" above, the Reorganization is expected to
have a favorable impact on the expense ratio experienced by the shareholders of
the Acquired Fund. As shown above under "Fee Table," the pro-forma expense ratio
for the Class C shares for the year ended October 31, 1995, calculated as if the
Reorganization had occurred at the beginning of such year, was 1.51%, compared
to an expense ratio of 1.67% for the Acquired Fund for such year.
INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS. The Acquired Fund and
Acquiring Fund have substantially similar investment objectives. The Acquiring
Fund seeks high current income and the opportunity for capital appreciation to
produce a high total return through a professionally-managed portfolio
consisting primarily of convertible and discount debt securities, many of which
are lower rated.
11
<PAGE>
The Acquired Fund seeks to achieve a high total return (current income and
capital appreciation) from an actively-managed, diversified debt-security
portfolio. Under normal circumstances, the Acquired Fund invests at least 65%
of its total assets in bonds and/or debentures and seeks unusual values,
particularly in lower-rated debt securities, sometimes referred to as "junk
bonds," some of which are convertible into common stocks or have warrants to
purchase common stocks.
The Acquired Fund and the Acquiring Fund have substantially the same
investment policies and restrictions. However, the Acquiring Fund is seeking
approval of its shareholders to simplify and make less restrictive its
investment policies and restrictions in order to provide greater flexibility in
managing its investment portfolio. A number of the investment policies and
restrictions that are classified as fundamental for the Acquired Fund are to be
reclassified as non-fundamental for the Acquiring Fund. In other instances,
certain fundamental restrictions of the Acquired Fund are to be modified or
eliminated in the case of the Acquiring Fund. Fundamental investment
restrictions may not be changed without approval of the shareholders of a fund
and the costs of shareholder meetings for these purposes generally are borne by
the fund and its shareholders. The board may amend a non-fundamental
restriction as it deems appropriate and in the best interest of the fund and its
shareholders, without incurring the costs of seeking a shareholder vote. The
fundamental restrictions of the Acquiring Fund would permit the following
actions, among others, that are not permitted by the fundamental restrictions of
the Acquired Fund: (i) short sales of securities and purchases of securities on
-
margin to the extent permitted by applicable law; (ii) borrowings from banks in
--
amounts up to one-third of total assets and such short-term credits as may be
necessary for the clearance of purchases and sales of portfolio securities;
(iii) purchases and sales of commodities and commodity contracts in accordance
---
with applicable law so long as registration would not be required as a commodity
pool operator under the Commodity Exchange Act; (iv) pledges to secure
--
borrowings or in connection with hedging transactions and other investment
strategies; (v) investments in the securities of other investment companies; and
-
(vi) purchases and sales of puts and calls. Currently, the Acquiring Fund does
--
not intend to take all such action, but the Board of Directors of the Fund
believes it would be desirable for the Acquiring Fund to have the ability to do
so in the future without further shareholder approval if such action was deemed
desirable as an appropriate means of seeking the Acquiring Fund's investment
objective.
A summary comparison of the current investment policies and
restrictions of the Acquired Fund and the Acquiring Fund and of the investment
policies of the Acquiring Fund as proposed to be amended is set forth in Exhibit
B to this Proxy Statement and Prospectus.
For a full discussion and statement of the Acquiring Fund's investment
objectives, policies and restrictions, see "Investment Objective" and "How We
Invest" in the Acquiring Fund Prospectus and "Investment Objective and Policies"
in the Acquiring Fund Statement of Additional Information. For a full discussion
and statement of the Acquired Fund investment objectives, policies and
restrictions, see "Investment Objective" and "How We Invest" in the Acquired
Fund Prospectus and "Investment Objective and Policies" in the Acquired Fund
Statement of Additional Information. The summary comparison set forth in Exhibit
B does not purport to be complete, and is subject in all respects to, and is
qualified in its entirety by reference to, such statements of such policies and
restrictions.
<PAGE>
SHAREHOLDERS' RIGHTS. The rights of the Acquired Fund shareholders will not
change in an adverse way as a result of the Reorganization. After the
Reorganization, the rights of the former shareholders of the Acquired Fund
(Class C shareholders of the Acquiring Fund) will be governed by the Acquiring
Fund's Articles of Incorporation, By-Laws and applicable Maryland law rather
than by the Trust's Declaration of Trust and By-Laws and applicable Delaware
law. The operations of the Acquiring Fund will continue to be subject to the
provisions of the 1940 Act and the rules and regulations of the Commission
thereunder.
The current Board of Directors of the Acquiring Fund is comprised of
the same individuals as the current Board of Trustees of the Trust. The
responsibilities, powers and fiduciary duties of the directors of the Acquiring
Fund are substantially the same as those of the trustees of the Acquired Fund.
The Acquiring Fund's By-Laws provide for indemnification of the directors for
actual liabilities arising out of the directors' service in their capacity as
directors of the Acquiring Fund, subject only to the conditions and limitations
of applicable law. The Trust's Declaration of Trust provides for indem
nification of the trustees against certain liabilities and expenses, except with
respect to (i) any matter as to which any trustee has been adjudicated to have
not acted in good faith in the reasonable belief that his or her action was in
the best interest of the Acquired Fund, or (ii) any liability by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of
duties. Acquired Fund shareholders may remove a trustee by a vote of two thirds
of the eligible shares. Acquiring Fund shareholders may remove a director by the
vote of a majority of eligible shares.
Neither the Acquired Fund nor the Acquiring Fund regularly holds
shareholder meetings. The By-laws of both Funds provide that a meeting of
shareholders will be held upon the written request of holders of at least 25% of
votes entitled to be cast.
The foregoing is only a summary of certain rights of the shareholders
of the Acquired Fund and of the rights these shareholders will have following
the Reorganization as holders of Class C shares of the Acquiring Fund. It is not
a complete description of the Declaration of Trust of the Acquired Fund, the
Articles of Incorporation of the Acquiring Fund, the By-Laws of either Fund or
the applicable Delaware or Maryland law. Shareholders desiring additional
information about those documents and provisions of law should refer to such
Declaration of Trust, Articles of Incorporation, By-Laws and provisions.
The Board of Trustees of the Trust recommends that shareholders vote
FOR the approval of the proposed Agreement and Plan of Reorganization and the
Reorganization.
ITEM 2. - RATIFICATION OR REJECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Trustees of the Trust has selected Deloitte & Touche LLP
as the independent public accountants for the Trust for the fiscal year ending
October 31, 1996. The Act requires that such selection be submitted for
ratification or rejection at the next annual meeting of shareholders if such
meeting be held. Deloitte & Touche LLP (or a predecessor firm) acted as the
Acquired Fund's independent auditors for the year ended October 31, 1995, and
for a number of years prior thereto.
13
<PAGE>
Based on information in the possession of the Trust, and information furnished
by Deloitte & Touche LLP, the firm has no direct financial interest and no
material indirect financial interest in the Trust. A representative of Deloitte
& Touche LLP is expected to attend the annual meeting and will be provided with
an opportunity to make a statement and answer appropriate questions.
The Board of Trustees of the Trust recommends that shareholders vote
to ratify the selection of Deloitte & Touche LLP as the Trust's independent
public accountants for the fiscal year ending October 31, 1996.
ADDITIONAL INFORMATION
To the knowledge of the Acquiring Fund and the Trust, as of March 22,
1996, no person owned of record or beneficially 5% or more of the outstanding
shares of the Acquiring Fund, the Acquired Fund or the Trust. As of December 31,
1995, the directors and officers of the Acquiring Fund, as a group, and the
trustees and officers of the Trust, as a group, owned less than 1% of the
outstanding shares of each of the Acquiring Fund, the Acquired Fund and the
Trust.
The Acquiring Fund and the Trust (of which the Acquired Fund is a
series) are subject to the informational requirements of the Securities Exchange
Act of 1934 and in accordance therewith file reports, proxy statements and other
information with the Securities and Exchange Commission. Such reports, proxy
statements and other information filed by such entities can be inspected and
copied at the public reference facilities of the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C., and at the Northeast Regional Office in
New York, 7 World Trade Center, 13th Floor, New York, New York. Copies of such
material can also be obtained by mail from the Public Reference Branch, Office
of Consumer Affairs and Information Services, Securities and Exchange
Commission, Washington, D.C. 20549 at prescribed rates.
14
<PAGE>
Draft-February 23, 1996
Exhibit A
---------
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as
of this day of , 1996, by and between Lord Abbett Bond-Debenture
Fund, Inc. (the "Acquiring Fund"), a Maryland corporation, and Lord Abbett
Securities Trust (the "Trust"), a Delaware business trust, on behalf of its
series Bond-Debenture Trust (the "Acquired Fund").
WHEREAS, this Agreement is intended to be and is adopted as a plan of
reorganization and liquidation within the meaning of Section 368(a)(1)(C) of the
United States Internal Revenue Code of 1986, as amended (the "Code");
WHEREAS, the reorganization (the "Reorganization") will consist of the
transfer of all of the assets of the Acquired Fund in exchange for Class C
shares of capital stock of the Acquiring Fund (the "Acquiring Fund Class C
Shares" and each an "Acquiring Fund Class C Share") and the assumption by the
Acquiring Fund of all of the liabilities of the Acquired Fund and the
distribution, after the Closing Date herein referred to, of Acquiring Fund Class
C Shares to the shareholders of the Acquired Fund in termination of the Acquired
Fund, all upon the terms and conditions hereinafter set forth in this Agreement;
WHEREAS, the Trust and the Acquiring Fund are open-end, registered
investment companies of the management type;
WHEREAS, the Acquired Fund is a series of the Trust and the Acquired
Fund owns securities that generally are of the character in which the Acquiring
Fund is permitted to invest;
WHEREAS, the Acquiring Fund is authorized to issue and currently has
outstanding a single class of shares (the "Acquiring Fund Class A Shares"), and
prior to the consummation of the Reorganization, will seek to amend its Articles
of Incorporation to provide for the authorization and issuance of shares of
additional classes of capital stock, including Acquiring Fund Class C Shares,
which will share pro rata with each other class in the portfolio, income and
expenses of the Acquiring Fund, except that each class will bear the expense of
its own distribution and shareholder servicing arrangements and certain other
expenses;
WHEREAS, after the multiple class share structure is authorized by the
Acquiring Fund but before the Acquiring Fund Class C Shares are issued to the
Acquired Fund pursuant to the Reorganization, the Acquired Fund is to purchase
one Acquiring Fund Class C share and as sole shareholder approve a plan pursuant
to
<PAGE>
Section 12(b) of the Investment Company Act of 1940 (the "1940 Act") and Rule
12b-1 thereunder (a "Rule 12b-1 Plan") applicable to the Acquiring Fund Class C
Shares;
WHEREAS, the Board of Trustees, including a majority of the Trustees
who are not "interested persons" (as defined under the 1940 Act ), of the Trust
has determined that the Reorganization is in the best interests of the Acquired
Fund's shareholders and that the interests of the existing shareholders of the
Acquired Fund will not be diluted as a result of this transaction; and
WHEREAS, the Board of Directors, including a majority of the Directors
who are not "interested persons" (as defined under the 1940 Act) of the
Acquiring Fund, has determined that the Reorganization is in the best interests
of the Acquiring Fund's shareholders and that the interests of the existing
shareholders of the Acquiring Fund will not be diluted as a result of this
transaction;
NOW THEREFORE, in consideration of the premises and of the agreements
hereinafter set forth, the parties hereto agree as follows:
1. REORGANIZATION.
1.1. Subject to the terms and conditions herein set forth and on the
basis of the representations and warranties contained herein, the Trust will
transfer assets of the Acquired Fund as set forth in paragraph 1.2 to the
Acquiring Fund, and the Acquiring Fund will in exchange therefor, (i) deliver to
-
the Acquired Fund the number of Acquiring Fund Class C Shares, including
fractional Acquiring Fund Class C Shares, determined by dividing the net value
of the Acquired Fund's assets so transferred computed in the manner and as of
the time and date set forth in paragraph 2.1, by the net asset value of one
Acquiring Fund Class A Share, computed in the manner and as of the time and date
set forth in paragraph 2.2; and (ii) to assume all of the liabilities of the
Acquired Fund. Such transactions shall take place at the closing provided for
in paragraph 3.1 (the "Closing").
1.2. (a) The assets of the Acquired Fund to be acquired by the
Acquiring Fund shall consist of all of its property, including, without
limitation, all cash, securities and dividends or interest receivables and any
deferred or prepaid expenses shown as an asset on the books of the Acquired Fund
on the closing date provided in paragraph 3.1 (the "Closing Date").
(b) The Acquiring Fund has a list of all of the Acquired Fund's
assets as of the date of execution of this Agreement. The Acquired Fund has a
statement of the Acquiring Fund's investment objectives, policies and
restrictions. The Acquired
2
<PAGE>
Fund reserves the right to sell any of its securities but will not, without the
prior approval of the Acquiring Fund, acquire any additional securities other
than securities of the type in which the Acquiring Fund is permitted to invest.
The Acquiring Fund will, within a reasonable time prior to the Closing Date,
furnish the Acquired Fund with a list of the securities, if any, on the Acquired
Fund's list referred to in the first sentence of this paragraph which do not
conform to the Acquiring Fund's investment objectives, policies and
restrictions. In the event that the Acquired Fund holds any investments which
the Acquiring Fund may not hold, the Acquired Fund will dispose of such
securities prior to the Closing Date. In addition, if it is determined that the
portfolios of the Acquired Fund and the Acquiring Fund, when aggregated, would
contain investments exceeding certain percentage limitations imposed upon the
Acquiring Fund with respect to such investments, the Acquired Fund, if requested
by the Acquiring Fund, will dispose of and/or reinvest a sufficient amount of
such investments as may be necessary to avoid violating such limitations as of
the Closing Date.
1.3. As provided in paragraph 3.4, as soon after the Closing Date as
is conveniently practicable, the Acquired Fund will distribute pro rata to the
Acquired Fund's shareholders of record determined as of the close of business on
the Closing Date, the Acquiring Fund Class C Shares it receives pursuant to
paragraph 1.1. Such distribution will be accomplished by establishing Acquiring
Fund shareholder accounts in the names of each Acquired Fund shareholder,
representing the respective pro rata number of full and fractional Acquiring
Fund Class C Shares due each shareholder. All issued and outstanding shares of
the Acquired Fund will simultaneously be canceled on the books of the Acquired
Fund. The Acquiring Fund shall not issue certificates representing the Acquiring
Fund Shares in connection with such exchange.
1.4. Any transfer taxes payable upon issuance of Acquiring Fund Class
C Shares in a name other than the registered holder of the shares of the
Acquired Fund on the books of the Acquired Fund as of that time shall, as a
condition of such issuance and transfer, be paid by the person to whom such
Acquiring Fund Class C Shares are to be issued and transferred.
1.5. The Acquired Fund shall, following the Closing Date and the
making of all distributions pursuant to paragraph 1.3, be terminated by a
majority of the Trust's Trustees' executing an instrument pursuant to Section
5.4 of the Declaration and Agreement of Trust of the Trust abolishing the
Acquired Fund. Any reporting responsibility of the Trust with respect to the
Acquired Fund is and shall remain the responsibility of the Trust up to and
including the Closing Date and following the termination of the Acquired Fund.
3
<PAGE>
2. VALUATION
2.1. The net value of the Acquired Fund's assets to be acquired by
the Acquiring Fund hereunder shall be the value of such assets, less the
Acquired Fund's liabilities assumed by the Acquiring Fund, computed as of the
close of regular trading on New York Stock Exchange, Inc. (the "NYSE") on the
Closing Date (such time and date being hereinafter called the "Valuation Date"),
using the valuation procedures set forth in the Acquiring Fund's Articles of
Incorporation.
2.2. The net asset value of one Acquiring Fund Class A Share shall be
the net asset value per share computed as of the close of regular trading on the
NYSE on the Valuation Date, using the valuation procedures set forth in the
Acquiring Fund's Articles of Incorporation.
2.3. All computations of value shall be made by the Acquiring Fund
and the Acquired Fund in accordance with the regular practice of the Acquiring
Fund.
3. CLOSING AND CLOSING DATE
3.1. The Closing Date shall be July 12, 1996, or such other date as
the parties may agree to in writing. All acts taking place at the Closing shall
be deemed to take place simultaneously as of the close of business on the
Closing Date unless otherwise provided. The Closing shall be held as of 5:00
p.m. at the offices of [specify location in New Jersey], or at such other time
and/or place as the parties may agree.
3.2. In the event that on the Valuation Date (a) the NYSE or another
primary trading market for portfolio securities of the Acquiring Fund or the
Acquired Fund shall be closed to trading or trading thereon shall be restricted
or (b) trading or the reporting of trading on the NYSE or elsewhere shall be
disrupted so that accurate appraisal of the value of the net assets of the
Acquiring Fund or the Acquired Fund is impracticable, the Closing Date shall be
postponed until the first business day after the day when trading shall have
been fully resumed and reporting shall have been restored.
3.3. At the Closing, the Acquired Fund shall direct its custodian to
deliver to the custodian of the Acquiring Fund, for the Acquiring Fund's
account, all of its portfolio securities and other assets held by such custodian
for the Acquired Fund's account, duly endorsed in proper form for transfer as
appropriate, in such condition as to constitute good delivery thereof in
accordance with the custom of the
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<PAGE>
Acquiring Fund's custodian, and shall be accompanied by all necessary federal
and state stock transfer stamps or a check for the appropriate purchase price
thereof.
3.4. The Acquired Fund shall direct its transfer agent to deliver to
the transfer agent of the Acquiring Fund on the Closing Date a list of the names
and addresses of the Acquired Fund's shareholders and the number of outstanding
shares owned by each such shareholder immediately prior to the Closing. The
Acquiring Fund shall direct its transfer agent to issue and deliver a
confirmation evidencing the Acquiring Fund Class C Shares to be credited to the
Acquired Fund's account on the Closing Date to the transfer agent of the
Acquired Fund, or provide evidence satisfactory to the Acquired Fund that such
Acquiring Fund Class C Shares have been credited to the Acquired Fund's account
on the books of the Acquiring Fund. At the Closing, each party shall deliver to
the other such bills of sale, checks, assignments, share certificates, if any,
receipts, assumption agreements or other documents as such other party or its
counsel may reasonably request.
4. REPRESENTATION AND WARRANTIES
4.1. With respect to the Acquired Fund, the Trust represents and
warrants to the Acquiring Fund as follows:
(a) The Trust is a registered investment company classified as a
management company of the open-end type, and its registration with the
Securities and Exchange Commission (the "Commission") as an investment
company under the 1940 Act is in full force and effect.
(b) The Acquired Fund is a series of the Trust. The Trust is duly
organized, validly existing and in good standing under the laws of the
State of Delaware and has the power to own all of its properties and assets
and to carry out this Agreement.
(c) The current prospectus and statement of additional information of
the Trust conform (and any prospectus or statement of additional
information of the Trust issued prior to the Closing Date will conform) in
all material respects to the applicable requirements of the Securities Act
of 1933 Act, as amended (the "1933 Act"), and the 1940 Act and the rules
and regulations of the Commission thereunder and do not (and will not)
include any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were
(and will be) made, not materially misleading.
5
<PAGE>
(d) The Trust is not, and the execution, delivery and performance of
this Agreement will not result in, a material violation of its Declaration
and Agreement of Trust or By-laws or of any agreement, instrument, contract
or other undertaking to which the Trust is a party or by which it is bound.
(e) The Trust has no material contracts or other commitments which
will be terminated with liability to the Trust on, prior to or after the
Closing Date.
(f) Except as otherwise disclosed in writing to and accepted by the
Acquiring Fund, no litigation or administrative proceeding or investigation
before any court or governmental body is presently pending or to its
knowledge threatened against the Trust or any of the Acquired Fund's
properties or assets, which if adversely determined would materially and
adversely affect the financial condition of the Acquired Fund or the
conduct of the Acquired Fund's business. The Trust knows of no facts which
might form the basis of the institution of such a proceeding and is not
party to or subject to the provisions of any order, decree or judgment of
any court or governmental body which materially and adversely affects the
business of the Acquired Fund or the ability of the Trust to consummate the
transactions contemplated herein.
(g) True and correct copies of the Acquired Fund's (i) Statement of
-
Net Assets as at October 31, 1995 and (ii) Statements of Operations and
--
Changes in Net Assets for the 12-month period then ended, including the
accompanying notes, have been furnished to the Acquiring Fund. Such
Statement of Net Assets and such Statements of Operations and Changes in
Net Assets (and the accompanying notes) have been audited by Deloitte &
Touche LLP, independent certified public accountants. Such statements have
been prepared in accordance with generally accepted accounting principles
consistently applied, and such statements fairly reflect the financial
condition and the operations and changes in net assets of the Acquired Fund
as of such date and for such period, respectively. There are no known
contingent liabilities of the Acquired Fund as of such date required to be
reflected or disclosed in such Statement of Net Assets or notes in
accordance with generally accepted accounting principles that are not so
reflected or disclosed.
(h) Since October 31, 1995, there has not been any material adverse
change in the Acquired Fund's financial condition, assets, liabilities or
business other than changes occurring in the ordinary course of business,
or any incurrence by the Acquired Fund of indebtedness maturing more than
one
6
<PAGE>
year from the date such indebtedness was incurred, except as otherwise
disclosed to and accepted by the Acquiring Fund.
(i) The Trust will file the final federal and other tax returns of
the Acquired Fund for the period ending on the Closing Date in accordance
with the Code. At the Closing Date, all federal and other tax returns and
reports of the Acquired Fund required by law to have been filed prior to
the Closing Date shall have been filed, and all federal and other taxes
shown as due on such returns shall have been paid, or provision shall have
been made for the payment thereof, and to the best of the Trust's
knowledge, no such return is currently under audit and no assessment has
been asserted with respect to such returns.
(j) For the most recent fiscal year of its operation, the Acquired
Fund has met the requirements of Subchapter M of the Code for qualification
and treatment as a regulated investment company.
(k) All issued and outstanding shares of the Acquired Fund are, and
at the Closing Date will be, duly and validly issued and outstanding, fully
paid and non-assessable. All of the issued and outstanding shares of the
Acquired Fund will, at the time of Closing, be held of record by the
persons and in the amounts set forth in the records of the transfer agent
as provided in paragraph 3.4. The Acquired Fund does not have outstanding
any options, warrants or other rights to subscribe for or purchase any
shares of the Acquired Fund, nor is there outstanding any security
convertible into any shares of the Acquired Fund.
(l) At the Closing Date, the Acquired Fund will have good and
marketable title to its assets to be transferred to the Acquiring Fund
pursuant to paragraph 1.1 and full right, power and authority to sell,
assign, transfer and deliver such assets hereunder and, upon delivery and
payment for such assets, the Acquiring Fund will acquire good and
marketable title thereto, subject to no restrictions on the full transfer
thereof, including such restrictions as might arise under the 1933 Act,
other than as disclosed to the Acquiring Fund prior to the date hereof.
(m) The execution, delivery and performance of this Agreement has
been duly authorized by all necessary action on the part of Trust's
Trustees, and subject to the due approval of the Acquired Fund's
shareholders, this Agreement, assuming due authorization, execution and
delivery by the Acquiring Fund, constitutes a valid and binding obligation
of the Trust on
7
<PAGE>
behalf of the Acquired Fund, enforceable in accordance with its terms,
subject as to enforcement to bankruptcy, insolvency, reorganization,
moratorium and other laws relating to or affecting creditors' rights and to
general equity principles. The Trust's Board of Trustees has called a
meeting of the Trust's shareholders at which the shareholders of the
Acquired Fund are to consider and act upon this Agreement.
(n) The information furnished and to be furnished by the Trust on
behalf of the Acquired Fund for use in registration statements, proxy
materials and other documents which may be necessary in connection with the
transactions contemplated hereby shall be accurate and complete in all
material respects and shall comply in all material respects with federal
securities and other laws and regulations thereunder applicable thereto.
(o) The combined prospectus and proxy statement (the "N-14 prospectus
and proxy statement") and the related statement of additional information
included in the Registration Statement on Form N-14 of the Acquiring Fund
(the "N-14 Registration Statement") did not on the effective date of the N-
14 Registration Statement contain any untrue statement of a material fact
relating to the Acquired Fund or the meeting of the Trust shareholders
referred to therein or omit to state a material fact required to be stated
therein or necessary to make the statements therein relating to the
Acquired Fund or such special meeting, in light of the circumstances under
which such statements were made, not materially misleading.
(p) The Acquiring Fund Class C Shares to be issued to the Acquired
Fund hereunder are not being acquired for the purpose of making any
distribution thereof other than in accordance with the terms of this
Agreement.
4.2. The Acquiring Fund represents and warrants to the Acquired Fund
as follows:
(a) The Acquiring Fund is a registered investment company classified
as a management company of the open-end type, and its registration with the
Commission as an investment company under the 1940 Act is in full force and
effect.
(b) The Acquiring Fund is a corporation duly organized, validly
existing and in good standing under the laws of the State of Maryland and
has the power to own all of its properties and assets and to carry out this
Agreement.
8
<PAGE>
(c) The current prospectus and statement of additional information of
the Acquiring Fund conform (and any prospectus or statement of additional
information of the Acquiring Fund issued prior to the Closing Date will
conform) in all material respects to the applicable requirements of the
1933 Act and the 1940 Act and the rules and regulations of the Commission
thereunder and do not (and will not) include any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were (or will be) made, not materially
misleading.
(d) The Acquiring Fund is not, and the execution, delivery and
performance of this Agreement will not result in, a material violation of
its Articles of Incorporation or By-laws or of any agreement, instrument,
contract or other undertaking to which the Acquiring Fund is a party or by
which it is bound.
(e) The Acquiring Fund has no material contracts or other commitments
which will be terminated with liability to the Acquiring Fund on, prior to
or after the Closing Date.
(f) Except as otherwise disclosed in writing to and accepted by the
Acquired Fund, no litigation or administrative proceeding or investigation
before any court or governmental body is presently pending or to its
knowledge threatened against the Acquiring Fund or any of the Acquiring
Fund's properties or assets, which, if adversely determined, would
materially and adversely affect its financial condition or the conduct of
its business. The Acquiring Fund knows of no facts which might form the
basis of the institution of such a proceeding and is not party to or
subject to the provisions of any order, decree or judgment of any court or
governmental body which materially and adversely affects its business or
its ability to consummate the transactions contemplated herein.
(g) True and correct copies of the Acquiring Fund's (i) Statement of
-
Net Assets as at December 31, 1995, and (ii) Statements of Operation and
--
Changes in Net Assets for the 12-month period then ended, including the
accompanying notes, have been furnished to the Trust. Such Statement of
Net Assets and such Statements of Operations and Changes in Net Assets (and
the accompanying notes) have been audited by Deloitte & Touche LLP,
independent certified public accountants. Such statements have been
prepared in accordance with generally accepted accounting principles
consistently applied, and such statements fairly reflect the financial
condition and the
9
<PAGE>
operations and changes in net assets of the Acquiring Fund as of such date
and for such period, respectively. There are no known contingent
liabilities of the Acquiring Fund as of such date required to be reflected
or disclosed in such Statements of Net Assets or notes in accordance with
generally accepted accounting principles that are not so reflected or
disclosed.
(h) Since December 31, 1995, there has not been any material adverse
change in the Acquiring Fund's financial condition, assets, liabilities or
business other than changes occurring in the ordinary course of business,
or any incurrence by the Acquiring Fund of indebtedness maturing more than
one year from the date such indebtedness was incurred, except as otherwise
disclosed to and accepted by the Acquired Fund.
(i) At the Closing Date, all federal and other tax returns and
reports of the Acquiring Fund required by law to have been filed prior to
the Closing Date shall have been filed, and all federal and other taxes
shown as due on such returns and reports shall have been paid, or provision
shall have been made for the payment thereof, and to the best of the
Acquiring Fund's knowledge, no such return is currently under audit and no
assessment has been asserted with respect to such returns.
(j) For the most recent fiscal year of its operation, the Acquiring
Fund has met the requirements of Subchapter M of the Code for qualification
and treatment as a regulated investment company and the Acquiring Fund
intends to do so in the future.
(k) All issued and outstanding shares of the Acquiring Fund are, and
at the Closing Date will be, duly and validly issued and outstanding, fully
paid and non-assessable, with no personal liability attaching to the
ownership thereof. The Acquiring Fund does not have outstanding any
options, warrants or other rights to subscribe for or purchase any shares
of the Acquiring Fund, nor is there outstanding any security convertible
into shares of the Acquiring Fund.
(l) At the Closing Date, the Acquiring Fund will have good and
marketable title to the Acquiring Fund's assets.
(m) The execution, delivery and performance of this Agreement has
been duly authorized by all necessary action on the part of the Acquiring
Fund's Board of Directors, and assuming due authorization, execution and
delivery by the Acquired Fund, this Agreement constitutes a valid and
binding
10
<PAGE>
obligation of the Acquiring Fund, enforceable in accordance with its terms,
subject as to enforcement to bankruptcy, insolvency, reorganization,
moratorium and other laws relating to or affecting creditors' rights and to
general equity principles.
(n) The N-14 Registration Statement (except insofar as it relates to
the Acquired Fund or the special meeting of its shareholders referred to
therein) did not on the effective date of the N-14 Registration Statement
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which such statements were
made, not materially misleading.
(o) The Acquiring Fund Class C Shares to be issued and delivered to
the Acquired Fund pursuant to the terms of this Agreement have been duly
authorized by the Board of Directors of the Acquiring Fund, and, when
issued and delivered at the Closing in accordance with this Agreement, will
be duly and validly issued Acquiring Fund Class C Shares and will be fully
paid and non-assessable with no personal liability attaching to the
ownership thereof.
(p) The Board of Directors of the Acquiring Fund has duly adopted a
resolution (a copy of which has been furnished to the Trust) authorizing
the creation and issuance of Acquiring Fund Class C Shares.
5. COVENANTS
5.1. The Acquiring Fund and the Acquired Fund each will operate its
business in the ordinary course between the date hereof and the Closing Date.
It is understood that such ordinary course of business will include the
declaration and payment of customary dividends and distributions and any other
dividends and distributions deemed advisable.
5.2. After the amendment to the Acquiring Fund's Articles of
Incorporation referred to in clause (i) of paragraph 4.2(p) has been duly
approved by the shareholders of the Acquiring Fund, the Acquiring Fund will duly
file with the State Department of Assessments and Taxation of Maryland (i)
-
articles of amendment setting forth such amendment and otherwise complying with
applicable Maryland requirements and (ii) the articles supplementary referred to
--
in clause (iii) of paragraph 4.2(p).
---
11
<PAGE>
5.3. At or after the Closing, the Trust will deliver or otherwise
make available to the Acquiring Fund a statement of the Acquired Fund's assets
and liabilities, together with a list of the Acquired Fund's portfolio
securities showing the tax costs of such securities to it and the holding
periods of such securities, as of the Closing Date.
5.4. The Acquired Fund will assist the Acquiring Fund in obtaining
such information as the Acquiring Fund reasonably requests concerning the
beneficial ownership of the Acquired Fund's shares.
5.5. Subject to the provisions of this Agreement, the Acquired Fund
and the Acquiring Fund each will take, or cause to be taken, all action, and do
or cause to be done all things, reasonably necessary, proper or advisable to
consummate and make effective the transactions contemplated by this Agreement.
5.6. Prior to the Closing Date, the Board of Trustees of the Trust
will declare such dividends and distributions, payable no later than [90] days
after the Closing Date, to shareholders of record of the Acquired Fund as of the
Closing Date, which, together with all such previous dividends and
distributions, shall have the effect of distributing to the shareholders of the
Acquired Fund all of the investment company taxable income and exempt-interest
income of the Acquired Fund for all taxable years ending on or prior to the
Closing Date. The dividends and distributions declared by the Acquired Fund
shall also include all of the Acquired Fund's net capital gain realized in all
taxable years ending on or prior to the Closing Date (after reduction for any
capital loss carry forward). Such dividends and distributions declared prior to
the Closing Date shall be paid by the Acquiring Fund no later than [90] days
after the Closing Date.
5.7. As promptly as practicable, but in any case within sixty days
after the Closing Date, the Acquired Fund shall furnish the Acquiring Fund, in
such form as is reasonably satisfactory to the Acquiring Fund, a statement of
the earnings and profits of the Acquired Fund for federal income tax purposes
which will be carried over to the Acquiring Fund as a result of Section 381 of
the Code.
5.8. The Acquired Fund will provide the Acquiring Fund with any
additional information reasonably necessary for any revision of the N-14
Prospectus and Proxy Statement referred to in paragraph 4.1(o), all to be
included in any amendment to the N-14 Registration Statement, in compliance with
the 1933 Act, the Securities Exchange Act of 1934 (the "1934 Act") and the 1940
Act in connection with the meeting of the Acquired Fund's shareholders to
consider approval of this Agreement and the Reorganization.
12
<PAGE>
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRUST
The obligations of the Trust, on behalf of the Acquired Fund, to
consummate the transactions provided for herein shall be subject, at its
election, to the performance by the Acquiring Fund in all material respects of
all of the obligations to be performed by it hereunder on or before the Closing
Date and, in addition thereto, the following further conditions:
6.1. All representations and warranties of the Acquiring Fund
contained in this Agreement shall be true and correct in all material respects
as of the date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Closing Date with the same force and
effect as if made on and as of the Closing Date.
6.2. The Acquiring Fund shall have delivered to the Acquired Fund a
certificate executed in its name by its Chairman, President or a Vice President
and its Treasurer or an Assistant Treasurer, in form reasonably satisfactory to
the Acquired Fund and dated as of the Closing Date, to the effect that the
representations and warranties of the Acquiring Fund made in this Agreement are
true and correct at and as of the Closing Date, except as they may be affected
by the transactions contemplated by this Agreement.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND
The obligations of the Acquiring Fund to consummate the transactions
provided for herein shall be subject, at its election, to the performance by the
Trust in all material respects of all the obligations to be performed by it
hereunder on or before the Closing Date and, in addition thereto, the following
further conditions:
7.1. All representations and warranties of the Trust contained in
this Agreement shall be true and correct in all material respects as of the date
hereof and, except as they may be affected by the transactions contemplated by
this Agreement, as of the Closing Date with the same force and effect as if made
on and as of the Closing Date.
7.2. The Trust shall have delivered to the Acquiring Fund on the
Closing Date a certificate executed in its name by its Chairman, President or a
Vice President and its Treasurer or an Assistant Treasurer, in form and
substance satisfactory to the Acquiring Fund and dated as of the Closing Date,
to the effect that the representations and warranties of the Trust made in this
Agreement are true and
13
<PAGE>
correct at and as of the Closing Date, except as they may be affected by the
transactions contemplated by this Agreement.
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRUST AND THE ACQUIRING
FUND
If any of the conditions set forth below do not exist on the Closing
Date with respect to the Acquiring Fund or the Acquired Fund, either party to
this Agreement shall, at its option, not be required to consummate the
transactions contemplated by this Agreement:
8.1. This Agreement and the transactions contemplated herein shall
have been approved by the requisite vote of the holders of the outstanding
shares of the Acquired Fund in accordance with the provisions of the Trust's
Declaration and Agreement of Trust and By-laws. Notwithstanding anything herein
to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the
conditions set forth in this paragraph 8.1.
8.2. On the Closing Date, no action, suit or other proceeding shall
be pending before any court or governmental agency in which it is sought to
restrain or prohibit, or obtain damages or other relief in connection with, this
Agreement or the transactions contemplated herein.
8.3. All consents of other parties and all other consents, orders,
rulings and permits of federal, state and local regulatory authorities
(including those of the Commission, the Internal Revenue Service and state Blue
Sky and securities authorities) deemed necessary by the Acquiring Fund or the
Acquired Fund to permit consummation, in all material respects, of the
transactions contemplated hereby shall have been obtained, except where failure
to obtain any such consent, order, ruling or permit would not involve a risk of
a material adverse effect on the assets or properties of the Acquiring Fund or
the Acquired Fund.
8.4. The N-14 Registration Statement shall have become effective
under the 1933 Act and no stop orders suspending the effectiveness thereof shall
have been issued and, to the best knowledge of the parties hereto, no
investigation or proceeding for that purpose shall have been instituted or be
pending, threatened or contemplated under the 1933 Act.
8.5. The parties shall have received a favorable opinion of Debevoise
& Plimpton, addressed to the Acquiring Fund and the Trust and satisfactory to
the
14
<PAGE>
Secretary of each such party, substantially to the effect that for federal
income tax purposes:
(a) the acquisition by the Acquiring Fund of all of the assets of the
Acquired Fund solely in exchange for the issuance of Acquiring Fund Class C
Shares to the Acquired Fund and the assumption of all of the Acquired Fund
liabilities by the Acquiring Fund, followed by the distribution by the
Acquired Fund, in complete liquidation, of the Acquiring Fund Class C
Shares to the Acquired Fund shareholders in exchange for their Acquired
Fund shares, will be treated as a "reorganization" within the meaning of
Section 368(a) of the Code, and the Acquiring Fund and the Acquired Fund
will each be a "party to a reorganization" within the meaning of Section
368(b) of the Code;
(b) no gain or loss will be recognized by the Acquiring Fund upon the
receipt of the assets of the Acquired Fund in exchange for the Acquiring
Fund Shares and the assumption by the Acquiring Fund of liabilities of the
Acquired Fund;
(c) no gain or loss will be recognized by the Acquired Fund upon the
transfer of the Acquired Fund's assets to the Acquiring Fund in exchange
for the Acquiring Fund Shares and the assumption by the Acquiring Fund of
liabilities of the Acquired Fund or upon the distribution of the Acquiring
Fund Shares to the Acquired Fund's shareholders;
(d) no gain or loss will be recognized by shareholders of the
Acquired Fund upon the exchange of their Acquired Fund shares for the
Acquiring Fund Shares;
(e) the aggregate tax basis for the Acquiring Fund Shares received by
each of the Acquired Fund's shareholders pursuant to the Reorganization
will be the same as the aggregate tax basis of the Acquired Fund shares
held by such shareholder immediately prior to the Reorganization, and the
holding period of the Acquiring Fund Shares to be received by each Acquired
Fund shareholder will include the period during which the Acquired Fund
shares exchanged therefor were held by such shareholder (provided that the
Acquired Fund shares were held as capital assets on the date of the
Reorganization); and
(f) the tax basis of the Acquired Fund's assets acquired by the
Acquiring Fund will be the same as the tax basis of such assets to the
Acquired Fund immediately prior to the Reorganization, and the holding
period of the assets of the Acquired Fund in the hands of the Acquiring
Fund
15
<PAGE>
will include the period during which those assets were held by the Acquired
Fund.
Notwithstanding anything herein to the contrary, neither the Acquiring
Fund nor the Trust may waive the conditions set forth in this paragraph 8.5.
8.6. The Acquiring Fund shall have duly adopted a Rule 12b-1 Plan for
the Acquiring Fund Class C Shares acceptable to the Trust.
9. BROKERAGE FEES AND EXPENSES
9.1. The Acquiring Fund represents and warrants to the Acquired Fund,
and the Trust represents and warrants to the Acquiring Fund, that there are no
brokers or finders entitled to receive any payments in connection with the
transactions provided for herein.
9.2. Except as may be otherwise provided herein, the Acquiring Fund
and the Acquired Fund each shall pay, or provide for the payment of, the
expenses incurred by it in connection with entering into and carrying out the
provisions of this Agreement.
10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
10.1. The parties hereto agree that no party has made any
representation, warranty or covenant not set forth herein and that this
Agreement constitutes the entire agreement between the parties.
10.2. None of the representations and warranties included or
provided for herein shall survive the consummation of the transactions
contemplated hereby.
11. TERMINATION
11.1. This Agreement may be terminated at any time prior to the
Closing Date: (1) by the mutual agreement of the Trust and the Acquiring Fund;
(2) by the Trust in the event that the Acquiring Fund shall, or by the Acquiring
Fund in the event that the Trust shall, materially breach any representation or
warranty contained herein or any agreement contained herein and to be performed
at or prior to the Closing Date; or (3) by either party if a condition herein
expressed to be precedent to the obligations of the terminating party has not
been met and it reasonably appears that it will not or cannot be met.
16
<PAGE>
11.2. In the event of any such termination, there shall be no
liability for damages on the part of either the Trust, the Acquired Fund or the
Acquiring Fund or their respective Trustees, Directors or officers to the other
party, but the Acquiring Fund and the Acquired Fund shall each bear, or provide
for the payment of, the expenses incurred by it incidental to the preparation
and carrying out of this Agreement as provided in paragraph 9.2.
12. AMENDMENTS; WAIVERS
12.1. This Agreement may be amended, modified or supplemented in such
manner as may be mutually agreed upon in writing by the authorized officers of
the Trust and the Acquiring Fund; provided, however, that following the approval
of the Acquired Fund shareholders referred to in paragraph 8.1, no such
amendment may have the effect of changing the provisions for determining the
number of the Acquiring Fund Class C Shares to be issued to the Acquired Fund's
shareholders under this Agreement to the detriment of such shareholders without
their further approval.
12.2. At or at any time prior to the Closing either party hereto may
by written instrument signed by it (i) waive any inaccuracies in the
representations and warranties made to it contained herein and (ii) waive
compliance with any of the covenants or conditions made for its benefit
contained herein.
13. NOTICES
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by personal
delivery addressed to the Acquired Fund, 767 Fifth Avenue, New York, New York,
10153, Attention: Office of the Secretary; or to the Acquiring Fund, 767 Fifth
Avenue, New York, New York, 10153, Attention: Office of the Secretary.
14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY
14.1. The article and paragraph headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
14.2. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original.
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<PAGE>
14.3. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
14.4. (a) This Agreement shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other party. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any person,
firm, corporation or other entity, other than the parties hereto and their
respective successors and assigns, any rights or remedies under or by reason of
this Agreement.
(b) The Acquiring Fund is hereby expressly put on notice of the
limitation of liability as set forth in Article IV of the Declaration and
Agreement of Trust of the Trust and agrees that the obligations assumed by the
Trust pursuant to this Agreement shall be limited in any case to the Acquired
Fund and its assets and the Acquiring Fund shall not seek satisfaction of any
such obligation from the
18
<PAGE>
shareholders of the Trust, the trustees, officers, employees or agents of the
Trust or any of them or from any other assets of the Trust.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its Chairman of the Board, President or Vice
President and attested by its Secretary or Assistant Secretary.
Attest: LORD ABBETT SECURITIES TRUST
on behalf of Lord Abbett Bond-Debenture Trust
By: _______________________________
Name:
Name: _____________
Title: Secretary Title:
Attest: LORD ABBETT BOND-DEBENTURE
FUND, INC.
By: _______________________________
Name:
Name: _____________
Title: Secretary Title:
19
<PAGE>
EXHIBIT B
---------
COMPARISON OF CURRENT AND PROPOSED INVESTMENT POLICIES AND RESTRICTIONS
Comparison of certain investment policies and restrictions of Lord Abbett
Bond-Debenture Trust (the "Acquired Fund"), a series of Lord Abbett Securities
Trust, and Lord Abbett Bond-Debenture Fund, Inc. (the "Acquiring Fund") and
proposed revised investment policies and restrictions of the Acquiring Fund.
<TABLE>
<CAPTION>
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
POLICY/RESTRICTION OF THE POLICY/RESTRICTION OF THE PROPOSED POLICY/RESTRICTION OF
ACQUIRED FUND ACQUIRING FUND THE ACQUIRING FUND
------------- -------------- ------------------
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SHORT SALES/MARGIN.
NON-FUNDAMENTAL FUNDAMENTAL NON-FUNDAMENTAL
Subject to certain exceptions, the Subject to certain exceptions, the The Fund may not make short sales of
Fund may not sell short or buy on Fund may not sell short or buy on securities or maintain a short position
margin. margin. except to the extent permitted by
applicable law.
FUNDAMENTAL
The Fund may purchase securities on
margin to the extent permitted by
applicable law.
- - - - - -----------------------------------------------------------------------------------------------------------------------------------
BORROWING.
FUNDAMENTAL FUNDAMENTAL FUNDAMENTAL
The Fund may not borrow in excess The Fund may not borrow in excess The Fund may not borrow money,
of 5% of its gross assets taken at cost of 5% of its gross assets taken at cost except that (i) the Fund may borrow
market value, whichever is lower or market value, whichever is lower from banks (as defined in the 1940
at the time of borrowing and then at the time of borrowing and then Act) in amounts up to 33 1/3% of its
only as a temporary measure for only as a temporary measure for total assets (including the amount bor
emergency purposes. emergency purposes. rowed), (ii) the Fund may borrow up
to an additional 5% of its total assets
for temporary purposes, and (iii) the
Fund may obtain such short-term
credit as may be necessary for the
clearance of purchases and sales of
portfolio securities.
- - - - - -----------------------------------------------------------------------------------------------------------------------------------
UNDERWRITING. FUNDAMENTAL
FUNDAMENTAL FUNDAMENTAL The Fund may not engage in the
The Fund may not engage in the The Fund may not engage in the underwriting of securities, except,
underwriting of securities, except underwriting of securities except, to pursuant to a merger or acquisition or
pursuant to a merger or acquisition or the extent that, in connection with the to the extent that, in connection with
to the extent that, in connection with disposition of its portfolio securities, the disposition of its portfolio secur
the disposition of its portfolio secu it may be deemed to be an under ities, it may be deemed to be an
rities, it may be deemed to be an writer under federal securities laws. underwriter under federal securities
underwriter under federal securities laws.
laws.
- - - - - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
POLICY/RESTRICTION OF THE POLICY/RESTRICTION OF THE PROPOSED POLICY/RESTRICTION OF
ACQUIRED FUND ACQUIRING FUND THE ACQUIRING FUND
------------- -------------- ------------------
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
LENDING.
FUNDAMENTAL FUNDAMENTAL FUNDAMENTAL
The Fund may not lend money or The Fund may not make loans, except The Fund may not make loans to
securities, except that it may lend for (a) time or demand deposits with other persons, except that the
portfolio securities subject to certain banks, (b) purchasing commercial acquisition of bonds, debentures or
limitations. The Acquired Fund also paper or publicly-offered debt secu other corporate debt securities and
may enter into certain repurchase rities at original issue or otherwise, investment in government obligations,
agreements. (c) certain short-term repurchase commercial paper, pass-through
agreements and (d) loans of our instruments, certificates of deposit,
portfolio securities to registered bankers acceptances, repurchase
broker-dealers, subject to certain agreements or any similar instruments
exceptions. shall not be subject to this limitation
, and except further that the Fund may
lend its portfolio securities, provided
lending of portfolio securities may be
made only in accordance with
applicableguidelines set forth in the
Fund's Prospectus and State ment of
Additional Information, as they may be
amended from time to time.
- - - - - -----------------------------------------------------------------------------------------------------------------------------------
REAL ESTATE/COMMODITIES.
FUNDAMENTAL FUNDAMENTAL FUNDAMENTAL
The Fund may not deal in real estate, The Fund may not deal in oil, gas or The Fund may not buy or sell real
commodities or commodity contracts, mineral leases, real estate, com- estate (except that the Fund may
excluding the securities of companies modities or commodity contracts invest in securities directly or
which deal in or hold real estate or except that the Fund may invest in indirectly secured by real estate or
commodities. securities issued by companies which interests therein or issued by
invest in real estate or interests companies which invest in real estate
therein). or interests therein), commodity or
commodity contracts (except to the
extent the Fund may do so in accordance
with applicable law and without
registering as a commodity pool operator
under the Commodity Exchange Act as, for
example, with futures contracts).
NON-FUNDAMENTAL
The Fund may not invest in real
estate limited partnership interests or
interests in oil, gas or other mineral
leases, or exploration or other
development programs, except that
the Fund may invest in securities
issued by companies that engage in
oil, gas or other mineral exploration
or development activities.
- - - - - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
POLICY/RESTRICTION OF THE POLICY/RESTRICTION OF THE PROPOSED POLICY/RESTRICTION OF
ACQUIRED FUND ACQUIRING FUND THE ACQUIRING FUND
------------- -------------- ------------------
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
DIVERSIFICATION.
FUNDAMENTAL FUNDAMENTAL FUNDAMENTAL
With respect to 75% of its gross With respect to 75% of its gross With respect to 75% of its gross
assets, the Fund may not buy assets, the Fund may not buy assets, the Fund may not buy
securities of one issuer representing securities of one issuer representing (i) securities of one issuer representing more
(i) more than 5% of the Fund's gross more than 5% of the Fund's gross than (i) 5% of its gross assets, except
assets, except securities issued or assets, except securities issued or securities issued or guaranteed by the
guaranteed by the U.S. Government, guaranteed by the U.S. Government, U.S. Government, its agencies or in
its agencies or instrumentalities, or its agencies or instrumentalities, or strumentalities, or (ii) 10% of the
(ii) 10% of the voting securities of (ii) 10% of the voting securities of voting securities of such issuer.
such issuer. such issuer.
- - - - - -----------------------------------------------------------------------------------------------------------------------------------
INVESTMENT IN A SINGLE
INDUSTRY.
FUNDAMENTAL FUNDAMENTAL FUNDAMENTAL
The Fund may not concentrate its The Fund may not invest more than None stated.
investments in any single industry 25% of its assets, taken at market
excluding U.S. Government value, in the securities of issuers in
securities. any particular industry.
- - - - - -----------------------------------------------------------------------------------------------------------------------------------
RESTRICTED/ILLIQUID
SECURITIES.
NON-FUNDAMENTAL NON-FUNDAMENTAL NON-FUNDAMENTAL
The Fund may not invest more than The Fund may not invest more than The Fund may not invest, knowingly,
15% of its total assets in restricted or 15% of its total assets in restricted or more than 15% of its net assets (at
illiquid securities, except, subject to illiquid securities. the time of investment) in illiquid
state law, for securities qualifying for securities, except for securities
resale under Rule 144A of the qualifying for resale under Rule 144A
Securities Act of 1933, deemed to be of the Securities Act of 1933, deemed
liquid by the Board of Trustees. to be liquid by the Board of
Directors.
- - - - - -----------------------------------------------------------------------------------------------------------------------------------
MORTGAGING AND PLEDGING
OF ASSETS.
NON-FUNDAMENTAL FUNDAMENTAL FUNDAMENTAL
The Fund may not, with certain The Fund may not pledge, mortgage The Fund may not pledge its assets
exceptions, pledge, mortgage or or hypothecate its assets. (other than to secure borrowings, or
hypothecate its assets. to the extent permitted by the Fund's
investment policies, in connection
with hedging transactions, short sales,
when-issued and forward commitment
transactions and similar investment
strategies).
- - - - - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
POLICY/RESTRICTION OF THE POLICY/RESTRICTION OF THE PROPOSED POLICY/RESTRICTION OF
ACQUIRED FUND ACQUIRING FUND THE ACQUIRING FUND
------------- -------------- ------------------
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
INVESTMENTS IN SECURITIES
OF OTHER INVESTMENT COM
PANIES.
NON-FUNDAMENTAL FUNDAMENTAL
The Fund may not, with certain The Fund may not buy securities
exceptions, invest in the securities of issued by any other open-end invest NON-FUNDAMENTAL
other investment companies. ment company (except pursuant to a The Fund may not invest in the
plan of merger, consolidation or securities of other investment
acquisition of assets), although it may companies, except as permitted by
invest up to 5% of its gross assets in applicable law.
such companies if purchased in the
open market at customary commission
rates.
- - - - - -----------------------------------------------------------------------------------------------------------------------------------
OPTIONS.
NON-FUNDAMENTAL FUNDAMENTAL NON-FUNDAMENTAL
The Fund may not buy or sell puts or The Fund may not buy or sell puts or None stated.
calls, although the Fund may buy, calls, although the Fund may buy,
hold or sell warrants. hold or sell warrants acquired with
debt securities.
- - - - - -----------------------------------------------------------------------------------------------------------------------------------
INVESTMENTS IN SECURITIES
OF ISSUERS IN OPERATION
FOR LESS THAN THREE YEARS.
NON-FUNDAMENTAL FUNDAMENTAL NON-FUNDAMENTAL
The Fund may not invest in securities The Fund may not invest more than The Fund may not invest in securities
of issuers which, with their 5% of gross assets in securities of of issuers which, with their
predecessors, have a record of less than issuers which have a record of less predecessors, have a record of less
three years continuous operations, than three years continuous than three years continuous
except through subscription or other operations, including predecessor operations, except if more than 5% of
rights limited to 5% of net assets. companies. the Fund's total assets would be
invested in such securities (this
restriction shall not apply to
mortgage-backed securities, asset-
backed securities or obligations issued
or guaranteed by the U.S.
Government, its agencies or
instrumentalities).
- - - - - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
POLICY/RESTRICTION OF THE POLICY/RESTRICTION OF THE PROPOSED POLICY/RESTRICTION OF
ACQUIRED FUND ACQUIRING FUND THE ACQUIRING FUND
-------------- -------------- ------------------
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
OWNERSHIP OF PORTFOLIO
SECURITIES BY OFFICERS AND
DIRECTORS.
NON-FUNDAMENTAL FUNDAMENTAL NON-FUNDAMENTAL
Fund may not hold securities of The Fund may not hold securities of The Fund may not hold securities of
any issuer if more than 1/2 of 1% of any issuer, any of whose officers, any issuer if more than 1/2 of 1% of
the securities of such issuer are directors or security holders is an the securities of such issuer are
owned beneficially by one or more officer, director or partner of the owned beneficially by one or more
officer or trustee or by one or more Funds investment adviser or an officers or Directors or by one or
partners of the underwriter of officer or director of the Fund, if more members or partners of the
investment advisor if together they more than 1/2 of 1% of the securities underwriter or investment advisor if
own more than 5% of the securities of of such issuer are owned beneficially together they own more than 5% of
such issuer. such person or if together they own the securities of such issuer.
beneficially more than 5% of the
securities of such issuer.
- - - - - -----------------------------------------------------------------------------------------------------------------------------------
TRANSACTIONS WITH
CERTAIN PERSONS.
FUNDAMENTAL
None stated (but certain restrictions The Fund, subject to certain None stated (but certain restrictions
may exist under applicable law). exceptions, may not engage in securities may exist under applicable law).
transactions with its officers, directors
or employees, underwriter or
investment adviser or with officers,
directors or firms (acting as
principals) with which any of the fore
going are associated.
- - - - - -----------------------------------------------------------------------------------------------------------------------------------
SENIOR SECURITIES.
FUNDAMENTAL
FUNDAMENTAL None. The Fund may not issue senior
securities to the extent such issuance
The fund may not issue senior would violate applicable law.
securities.
- - - - - -----------------------------------------------------------------------------------------------------------------------------------
DEFAULTED SECURITIES.
FUNDAMENTAL None. None.
The Fund may not invest more than
10% of the market value of its gross
assets at the time of investment in
debt securities which are in default as
to interest or principal.
- - - - - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
POLICY/RESTRICTION OF THE POLICY/RESTRICTION OF THE PROPOSED POLICY/RESTRICTION OF
ACQUIRED FUND ACQUIRING FUND THE ACQUIRING FUND
------------- -------------- ------------------
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
PURCHASE OF WARRANTS.
NON-FUNDAMENTAL NON-FUNDAMENTAL NON-FUNDAMENTAL
The Fund may not invest more than Pursuant to state law, the Fund will The Fund may not invest in warrants
2% of its net assets in rights or not invest more than 5% of its assets if, at the time of the acquisition, its
warrants not listed on the New York in warrants and not more than 2% of investment in warrants, valued at the
Stock Exchange or American Stock such value in warrants not listed on lower of cost or market, would
Exchange. the New York or American Stock exceed 5% of the Fund's total assets
Exchanges, except when they form a (included within such limitation, but
unit with other securities. As a not to exceed 2% of the Fund's total
matter of policy the Fund will not assets, are warrants which are not
invest more than 5% of its assets in listed on the New York or American
rights. Stock Exchange or a major foreign
exchange).
- - - - - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION DATED MARCH __, 1996
ACQUISITION OF THE ASSETS OF
Lord Abbett Bond-Debenture Trust, A SERIES OF
Lord Abbett Securities Trust
The General Motors Building, 767 Fifth Avenue
New York, NY 10153
(800) 426-1130
BY AND IN EXCHANGE FOR CLASS C SHARES OF
Lord Abbett Bond-Debenture Fund, Inc.
The General Motors Building, 767 Fifth Avenue
New York, NY 10153
(800) 426-1130
This Statement of Additional Information, relating specifically to the
proposed transfer of the assets of Lord Abbett Bond-Debenture Trust (the
"Acquired Fund"), a series of Lord Abbett Securities Trust (the "Trust"), to
Lord Abbett Bond-Debenture Fund, Inc. (the "Acquiring Fund") in exchange for
Class C shares of the Acquiring Fund and the assumption by the Acquiring Fund of
the liabilities of the Acquired Fund, consists of (i) this cover page, (ii) the
- --
pro-forma financial statements of the Acquiring Fund as at December 31, 1995 and
for the 12-month period then ended prepared as though the reorganization
referred to above had occurred on January 1, 1995 attached hereto as Exhibit A,
and (iii) the following described documents, each of which accompanies this
---
Statement of Additional Information and is incorporated herein by reference:
1. Statement of Additional Information of the Acquiring Fund dated
May 1, 1995.
2. Statement of Additional Information of the Trust dated March 1,
1996, insofar as it relates to the Acquired Fund. /*/
3. The financial statements of the Acquiring Fund for the fiscal year
ended December 31, 1995, and the report thereon of Deloitte & Touche LLP,
independent auditors, contained in the 1995 Annual Report of the Acquiring
Fund./*/
4. The financial statements of the Acquired Fund for the fiscal year
ended October 31, 1995, and the report thereon of Deloitte & Touche LLP,
independent public accountants, contained in the 1995 Annual Report of the
Acquired Fund.
The financial statements referred to above are incorporated herein in
reliance upon the authority of Deloitte & Touche LLP as experts in auditing and
accounting. This Statement of Additional Information is not a prospectus. A
Proxy Statement and Prospectus dated the date hereof relating to the
_______________________
/*/ A pre-effective amendment is to be filed to incorporate by reference these
documents.
B-1
<PAGE>
above-referenced matter may be obtained without charge by calling or writing the
Acquiring Fund at the telephone number or address set forth above. This
Statement of Additional Information should be read in conjunction with such
Proxy Statement and Prospectus.
B-2
<PAGE>
<TABLE>
<CAPTION>
Pro-Forma Portfolio of Investments Fund
(unaudited) December 31, 1995
Lord Abbett
Lord Abbett Securities Trust
Bond-Debenture Fund Bond-Debenture Trust Pro-Forma combined
Principal Market Principal Market Principal Market
Security Amount Value Amount Value Amount Value
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS IN SECURITIES 107.7%
LOWER RATED STRAIGHT DEBT (Note 2) 61.57%
Aerospace.83%
Fairchild Corp. Sub. Deb. 13 1/4 /2006 $5,000M $4,600,000 $5,000M $4,600,000
GPA Delaware, Inc. Deb. 8 1/4 /1998 5,000M 4,712,500 5,000M 4,712,500
Wyman Gordon Co. Sr. Notes 10 3/4 /2003 3,000M 3,097,500 3,000M 3,097,500
Total 12,410,000 12,410,000
- - - - - --------------------------------------------------------------------------------------------------------------------------------
Agricultural .97%
Agricultural Minerals & Chemical Inc. Sr.
Notes 103 1/44/2003 $1,000M $1,107,500 1,000M 1,107,500
Arcadian Partner Sr. Notes 10 3/4 /2005 5,000M 5,537,500 1,500M 1,661,250 6,500M 7,198,750
PMI Acquisition Corp. Sr. Sub. Notes 10 1/4 /2003 5,000M 5,156,250 1,000M 1,031,250 6,000M 6,187,500
Total 10,693,750 3,800,000 14,493,750
- - - - - --------------------------------------------------------------------------------------------------------------------------------
Airlines .57%
Northwest Airlines Inc. Sr. Notes 12.0916/2000 3,245M 3,358,789 3,245M 3,358,789
US Air Inc. Equipment Trust CTF 10 1/2 /2004 2,634M 2,698,204 2,634M 2,698,204
US Air Inc. 10.61/2007 Equip Trust 300M 311,813 300M 311,813
US Air Inc.(Piedmont)
Equipment Trust Notes 10.35/2011 2,000M 2,129,688 2,000M 2,129,688
Total 8,186,681 311,813 8,498,494
- - - - - --------------------------------------------------------------------------------------------------------------------------------
Aluminum .58%
Kaiser Aluminum & Chemical Corp. Sr. Sub.
Notes 12 3/4 /2003 5,000M 5,487,500 5,000M 5,487,500
Maxxam Group Zero Coupon Sr. Secured Notes
due 2003** 4,500M 3,105,000 4,500M 3,105,000
Total 8,592,500 8,592,500
- - - - - --------------------------------------------------------------------------------------------------------------------------------
Automotive.75%
Motor Wheel Corp. Sr. Notes 11 1/2 /2000 6,800M 6,222,000 6,800M 6,222,000
Walbro Corp. Sr. Notes 9 7/8 /2005+ 5,000M 5,000,000 5,000M 5,000,000
Total 11,222,000 11,222,000
- - - - - --------------------------------------------------------------------------------------------------------------------------------
Banking 1.16%
Berkeley Federal Bank Sub. Deb. 12/2005 7,000M 7,210,000 7,000M 7,210,000
Central Bank of Nigeria 6 1/2 /2020 w/Warrants 6,000M 2,940,000 6,000M 2,940,000
Saul, B.F. Real Estate Investment Trust
Sr. Notes 11 1/4 2002 7,000M 7,175,000 7,000M 7,175,000
Total 17,325,000 17,325,000
- - - - - --------------------------------------------------------------------------------------------------------------------------------
Building .47%
Scotsman Group Inc. Sr. Notes 9 1/2 /2000 6,800M 6,936,000 6,800M 6,936,000
- - - - - --------------------------------------------------------------------------------------------------------------------------------
Building Materials .95%
Associated Materials, Inc.Sr.Sub.Notes 11 1/2 /2003 2,000M 1,587,188 1,500M 1,190,391 3,500M 2,777,579
Dal-tile International Inc. Zero Coupon
Sr. Notes due 1998 15,000M 11,400,000 15,000M 11,400,000
Total 12,987,188 1,190,391 14,177,579
- - - - - --------------------------------------------------------------------------------------------------------------------------------
Chemicals 3.20%
Atlantis Group Inc. Sr. Notes 11/2003 5,000M 4,395,313 5,000M 4,395,313
Borden Chemical Sr. Notes 9 1/2 /2005 1,000M 1,032,500 1,000M 1,032,500
Harris Chemical NA Inc. Zero Coupon Sr.
Secured Discount Notes due 2001** 8,500M 8,117,500 8,500M 8,117,500
Huntsman Corp. 1st Mtge. Notes 11/2004 10,000M 11,470,313 1,000M 1,147,031 11,000M 12,617,344
NL Industries Inc. Zero Coupon Sr. Secured
Notes due 2005** 5,000M 3,850,000 5,000M 3,850,000
NL Industries Inc. Sr. Secured Discount
Notes 11 2/4 /2003 5,000M 5,356,250 5,000M 5,356,250
Polymer Group Inc. Sr. Notes 12 1/4 /2002+ 4,750M 4,845,000 750M 765,000 5,500M 5,610,000
UCC Investors Holdings Inc.Sr.Sub. Notes 11/2003 5,000M 5,075,000 1,500M 1,522,500 6,500M 6,597,500
Total 43,109,376 4,467,031 47,576,407
- - - - - --------------------------------------------------------------------------------------------------------------------------------
Communications 12.34%
Adelphia Communications Sr. Notes 9 7/8 /2005 1,000M 905,000 1,000M 905,000
Adelphia Communications Corp.Sr.Notes 12 1/2 /2002 7,000M 6,877,500 500M 491,250 7,500M 7,368,750
Australis Media Ltd. Zero Coupon Sr. Discount Notes
due 2003** 8,000M 5,810,000 8,000M 5,810,000
Bell Cable Media plc Zero Coupon Sr. Discount
Notes due 2004** 14,000M 9,940,000 14,000M 9,940,000
<PAGE>
Lord Abbett
Lord Abbett Securities Trust
Bond-Debenture Fund Bond-Debenture Trust Pro-Forma combined
Principal Market Principal Market Principal Market
Security Amount Value Amount Value Amount Value
Cablevision System Sr.Sub.Notes 9 1/4 /2005 $7,500M $7,856,250 $750M $785,625 $8,250M $8,641,875
Cellular Inc. Sr. Sub. Discount Notes due 2003** 12,000M 9,600,000 3,000M 2,400,000 15,000M 12,000,000
Cencall Communications Corp. Zero Coupon Sr.Discount
Notes due 2004** 7,500M 4,256,250 1,000M 567,500 8,500M 4,823,750
Comcast Cellular Corp. Zero Coupon Sr. Notes
Series B due 2000 10,000M 7,725,000 1,000M 772,500 11,000M 8,497,500
Comcast UK Cable Partners Limited Zero Coupon
Sr. Discount Deb. due 2007 10,000M 5,875,000 3,000M 1,762,500 13,000M 7,637,500
CAI Wireless System Inc. Sr. Notes 12 1/4 /2002 2,850M 3,049,500 650M 695,500 3,500M 3,745,000
Dial Call Communications Inc. Zero Coupon
Sr. Discount Notes due 2004 w/Warrants** 5,000M 2,875,000 5,000M 2,875,000
Fonorola Inc. 1,000M 1,055,000 1,000M 1,055,000
Fundy Cable Ltd.Sr.Secured
2nd Priority Notes11/2005 3,200M 3,344,000 650M 679,250 3,850M 4,023,250
Horizon Cellular Inc.Zero Coupon Sr. Sub.Discount
Notes due 2000** 7,000M 6,107,500 1,000M 872,500 8,000M 6,980,000
Intelcom Group (USA) Inc. Sr. Discount Notes
due 2005**+ 20,000M 11,750,000 2,000M 1,175,000 22,000M 12,925,000
Intermedia Communications of Florida 13 1/2 2005
w/Warrants+ 5,000M 5,562,500 5,000M 5,562,500
International Cabletel Inc. Zero Coupon
Sr. Discount Notes due 2003** 5,000M 3,625,000 5,000M 3,625,000
Lenfest Communications Sr. Notes 8 3/8 /2005 5,000M 5,021,875 1,000M 1,004,375 6,000M 6,026,250
Marcus Cable Co. Zero Coupon Sr.
Discount Notes due 2004** 10,000M 7,550,000 10,000M 7,550,000
Marcus Cable Co. Sr. Deb. 11 7/8 /2005 500M 539,375 500M 539,375
Metrocall Inc. Sr. Sub. Notes 10 3/8 /2007 10,000M 10,625,000 1,000M 1,062,500 11,000M 11,687,500
Mobile Media Communications Inc. Zero Coupon
Sr. Sub. Notes due 2003** 8,000M 6,260,000 8,000M 6,260,000
Mobile Media Communications Inc.Sr. Sub
Notes 9 3/8 /2007 7,500M 7,762,500 1,500M 1,552,500 9,000M 9,315,000
Nextel Communications Inc. Zero Coupon Sr.
Discount Notes due 2003** 5,500M 3,478,750 5,500M 3,478,750
Pan Am Sat L.P.Zero Coupon Sr.Sub.Notes due 2003**7,500M 6,168,750 7,500M 6,168,750
Rogers Communications Inc.Sr.Sub.Deb.10 7/8 /2004 1,500M 1,571,250 1,500M 1,571,250
Telewest plc Zero Coupon Sr. Sub. Deb. due 2007 20,000M 12,100,000 3,000M 1,815,000 23,000M 13,915,000
Videotron Holdings plc Zero Coupon Sr. Discount
Notes due 2004** 15,000M 10,518,750 15,000M 10,518,750
Total 163,739,125 19,706,625 183,445,750
- - - - - ------------------------------------------------------------------------------------------------------------------------------
Computer Systems and Peripherals .54%
Digital Equipment Corp. Sr. Notes 7 3/4 /2023 7,000M 7,001,094 1,000M 1,000,156 8,000M 8,001,250
- - - - - ------------------------------------------------------------------------------------------------------------------------------
Consumer Products 95%
American Standard Inc. Zero Coupon Sr. Sub.
Deb. due 2005** 14,000M 12,022,500 2,500M 2,146,875 16,500M 14,169,375
- - - - - ------------------------------------------------------------------------------------------------------------------------------
Container and Packaging 1.56%
Calmar Inc. Sr. Sub. Notes 11 1/2 /2005+ 6,000M 6,082,500 1,500M 1,520,625 7,500M 7,603,125
Container Corp. of America Sr. Notes 11 1/4 /2004 1,000M 1,035,000 1,000M 1,035,000
Owens Illinois Inc. Sr. Sub. Notes 10/2002 1,500M 1,573,125 1,500M 1,573,125
Portola Packaging Inc. Sr. Notes 10 3/4 /2005 5,000M 5,200,000 1,000M 1,040,000 6,000M 6,240,000
Silgan Corp. Sr. Sub. Notes 11 3/4 /2002 1,000M 1,075,000 1,000M 1,075,000
Silgan Holdings Inc. Zero Coupon Sub.
Notes due 2002** 6,000M 5,685,000 6,000M 5,685,000
Total 18,042,500 5,168,750 23,211,250
- - - - - ------------------------------------------------------------------------------------------------------------------------------
Electrical Equipment.06%
Howmet Inc. Sr. Sub. Notes 10/2003+ 700M 729,750 150M 156,375 850M 886,125
Lord Abbett
Lord Abbett Securities Trust
Bond-Debenture Fund Bond-Debenture Trust Pro-Forma combined
Principal Market Principal Market Principal Market
Security Amount Value Amount Value Amount Value
- - - - - ------------------------------------------------------------------------------------------------------------------------------
Food 1.21%
Dr. Pepper Bottling Holding Inc. Zero Coupon
Sr. Discount Notes due 2003** $6,750M $5,568,750 $6,750M $5,568,750
Heilman Acquisition Corp.
Sr. Sub. Notes 9 5/8 /2004 8,000M 2,360,000 $1,000M $295,000 9,000M 2,655,000
Specialty Foods Corp. 11 1/8 /2002 2,000M 1,910,000 2,000M 1,910,000
Van de Kamp's Inc. Sr. Sub Notes 12/2005+ 6,000M 6,240,000 1,500M 1,560,000 7,500M 7,800,000
Total 16,078,750 1,855,000 17,933,750
- - - - - ------------------------------------------------------------------------------------------------------------------------------
Forest Products .39%
Pacific Lumber Co. Sr. Notes 10 1/2 /2003 5,000M 4,787,500 1,000M 957,500 6,000M 5,745,00
- - - - - ------------------------------------------------------------------------------------------------------------------------------
Hotel/Leisure 4.91%
Act III Theatres Inc. Sr. Sub. Notes 11 7/8 /2003 4,000M 4,360,000 1,000M 1,090,000 5,000M 5,450,000
Aztar Corp. Sr. Sub. Notes 11/2002 4,000M 4,020,000 4,000M 4,020,000
Aztar Corp. Sr. Sub. Notes 13 3/4 /2004 2,000M 2,230,000 2,000M 2,230,000
Bally GNF Corp. 1st Mtge. Notes 10 5/8 /2003 5,000M 4,681,250 5,000M 4,681,250
Claridge Hotel & Casino Corp. 1st Mtge.
Notes 11 3/4 /2002 5,000M 3,975,000 5,000M 3,975,000
Empress River Casino Finance Corp. Sr.
Notes 10 3/4 /2002 5,000M 5,187,500 5,000M 5,187,500
Host Marriott Travel Plazas Inc. Sr. Notes
9 1/2 /2005 5,000M 4,956,250 5,000M 4,956,250
HMC Acquisition Properties Sr. Sub. Notes
9/2007+ 3,000M 3,037,500 1,000M 1,012,500 4,000M 4,050,000
HMH Properties Inc. Sr. Secured Notes 9 1/2 /2005 10,000M 10,250,000 10,000M 10,250,000
Mohegan Tribal Gaming Authority Sr.
Notes 13 1/2 /2002+ 5,000M 5,412,500 1,000M 1,082,500 6,000M 6,495,000
Plitt Theatres Inc. Sr. Sub. Notes 10 1/8 /2004 5,000M 4,550,000 5,000M 4,550,000
Road Master Industries Inc. Sr. Sub.
Notes 11 3/4 /2002 5,000M 3,475,000 5,000M 3,475,000
Santa Fe Hotel Inc. 1st Mtge. Notes 11/2000
w/Warrants 4,535M 2,925,134 4,535M 2,925,134
Showboat Inc. 1st Mtge. Notes 9 1/4 /2008 5,000M 5,050,000 5,000M 5,050,000
Stratosphere Corp. 1st Mtge. Notes 14 1/4 /2002 5,000M 5,665,625 5,000M 5,665,625
Total 69,775,759 3,185,000 72,960,759
- - - - - ------------------------------------------------------------------------------------------------------------------------------
Household Products .34%
Specialty Equipment Cos. Inc.
Sr. Sub. Notes 1 3/8 2003 5,000M 5,093,750 5,000M 5,093,750
- - - - - ------------------------------------------------------------------------------------------------------------------------------
Machinery 2.44%
Carbide Graphite Group Inc. Sr. Notes 11 1/2 /20035,455M 5,905,038 454M 491,455 5,909M 6,396,493
Eagle Industries Inc. Zero Coupon Sr. Discount
Notes due 2003** 6,000M 5,055,000 2,000M 1,685,000 8,000M 6,740,000
Essex Group Inc. Sr. Notes 10/2003 10,000M 9,800,000 2,000M 1,960,000 12,000M 11,760,000
IMO Industries Inc. Sr. Sub. Deb. 12/2001 5,000M 5,137,500 1,000M 1,027,500 6,000M 6,165,000
Terex Corporation Sr. Secured Notes
13 3/4 /2002+ 6,000M 5,220,000 6,000M 5,220,000
Total 31,117,538 5,163,955 36,281,493
- - - - - ------------------------------------------------------------------------------------------------------------------------------
Media 3.28%
Act 3 Broadcasting Sr. Sub. Notes 10 1/4 /2005 2,500M 2,562,500 500M 512,500 3,000M 3,075,000
Benedek Broadcasting Corp. Sr. Secured
Notes 11 7/8 /2005+ 5,000M 5,325,000 1,000M 1,065,000 6,000M 6,390,000
Granite Broadcasting Co. Sr. Sub. Deb. 12 3/4 /2002 1,000M 1,112,500 1,000M 1,112,500
Granite Broadcasting Corp. Sr. Sub. Notes
10 3/8 /2005+ 10,000M 10,300,000 500M 515,000 10,500M 10,815,000
Heritage Media Services, Inc. Sr. Secured
Notes 11/2002 1,000M 1,068,750 1,000M 1,068,750
Lamar Advertising Inc. Sr. Secured Notes 11/2003 3,000M 3,150,000 3,000M 3,150,000
NWCG Holdings Corp. Zero Coupon Sr. Secured
Discount Notes due 1999 8,000M 5,540,000 8,000M 5,540,000
Sinclair Broadcasting Group, Inc.
Sr. Notes 10/2005 10,000M 10,225,000 1,000M 1,022,500 11,000M 11,247,500
SCI Television Sr. Notes 11/2005 5,000M 5,306,250 5,000M 5,306,250
Young Broadcasting Inc. Sr. Sub. Notes 11 3/4 /2004 1,000M 1,125,000 1,000M 1,125,000
Total 42,408,750 6,421,250 48,830,000
Lord Abbett
Lord Abbett Securities Trust
Bond-Debenture Fund Bond-Debenture Trust Pro-Forma combined
Principal Market Principal Market Principal Market
Security Amount Value Amount Value Amount Value
- - - - - ------------------------------------------------------------------------------------------------------------------------------
Medical/Health Care .93%
Genesis Health Ventures Sr. Sub. Notes 9 3/4 /2005 $1,000M $1,062,500 $1,000M $1,062,500
Paracelsus Health Care Corp.
Sr. Sub. Notes 9 7/8 /2003 $5,000M $5,100,000 1,000M 1,020,000 6,000M 6,120,000
Quorum Health Grp Inc Sr. Sub. Notes 8 3/4 /2005 1,000M 1,037,500 1,000M 1,037,500
Quorum Healthcare Group Inc. Sr. Sub. Notes
11 7/8 /2002 4,000M 4,500,000 1,000M 1,125,000 5,000M 5,625,000
Total 9,600,000 4,245,000 13,845,000
- - - - - ------------------------------------------------------------------------------------------------------------------------------
Miscellaneous 2.35%
Fairfield Manufacturing Inc. Sr. Sub. Notes
11 3/8 /2001 4,800M 4,698,000 4,800M 4,698,000
Interface Inc. Sr. Sub. Notes 9 1/2 /2005+ 10,000M 10,300,000 1,500M 1,545,000 11,500M 11,845,000
International Wire Group Inc. Sr. Sub. Notes
11 3/4 /2005 (144-A) 10,000M 9,650,000 10,000M 9,650,000
Monarch Marking Acquisition Corp. Sr. Notes
12 1/2 /2003 (144-A) 5,000M 5,300,000 5,000M 5,300,000
Republic of Venezuela 6 3/4 /2020 w/Warrants 6,000M 3,480,000 6,000M 3,480,000
Total 33,428,000 1,545,000 34,973,000
- - - - - ------------------------------------------------------------------------------------------------------------------------------
Non Ferrous Metals .70%
Interlake Corp. Sr. Notes 12/2001 5,000M 5,075,000 5,000M 5,075,000
Sherritt Gordon Inc. Notes 11/2004 7,000M 5,399,380 7,000M 5,399,380
Total 10,474,380 10,474,380
- - - - - ------------------------------------------------------------------------------------------------------------------------------
Oil and Gas 2.83%
Clark USA Inc. Zero Coupon Sr. Collateralized
Notes due 20001 12,000M 8,025,000 2,500M 1,671,875 14,500M 9,696,875
Crown Central Petroleum Corp.Sr.Notes 10 7/8 /200510,000M 10,600,000 1,500M 1,590,000 11,500M 12,190,000
Gulf Canada Resources Sr. Sub. Notes 9 1/4 /2004 600M 624,000 600M 624,000
Metro Gas, S.A. Sr. Sub. Notes 12/2000+ 5,000M 5,081,250 1,000M 1,016,250 6,000M 6,097,500
Nuevo Energy Co. Sr. Sub. Notes 12 1/4 /2002 4,000M 4,380,000 500M 547,500 4,500M 4,927,500
United Meridian Corp. Sr. Sub. Notes 10 3/8 /2005 5,750M 6,095,000 1,000M 1,060,000 6,750M 7,155,000
Wainoco Oil Corp. Sr. Notes 12/2002 1,500M 1,455,000 1,500M 1,455,000
Total 35,636,250 6,509,625 42,145,875
- - - - - ------------------------------------------------------------------------------------------------------------------------------
Oil Service .26%
Rowan Cos. Inc. Sr. Notes 11 7/8 /2001 3,000M 3,262,500 500M 543,750 3,500M 3,806,250
- - - - - ------------------------------------------------------------------------------------------------------------------------------
Paper and Pulp 3.54%
Crown Paper Co. Sr. Sub. Notes 11/2005 10,000M 8,800,000 1,000M 880,000 11,000M 9,680,000
Domtar Inc. Conv. Sub. Deb. 11 1/4 /2017 5,000M 5,343,750 1,500M 1,603,125 6,500M 6,946,875
Repap Wisconsin Inc.
Sr. Secured 2nd Priority 9 7/8 /2006 10,000M 9,500,000 1,500M 1,425,000 11,500M 10,925,000
S.D. Warren Co. Sr. Sub. Notes 12/2004+ 4,200M 4,651,500 450M 498,375 4,650M 5,149,875
Stone Container Corp. 1st Mtge. Notes 10 3/4 /200210,000M 10,350,000 1,500M 1,552,500 11,500M 11,902,500
Tembec Finance Corp. Sr. Notes 9 7/8 /2005 7,000M 6,973,750 1,000M 996,250 8,000M 7,970,000
Total 45,619,000 6,955,250 52,574,250
- - - - - -----------------------------------------------------------------------------------------------------------------------------
Printing and Publishing 1.21%
Big Flower Press Inc. Sr. Sub. Notes 10 3/4 /2003 5,333M 5,679,645 5,333M 5,679,645
Garden State Newspapers Inc. Sr. Sub. Notes 5,000M 5,050,000 5,000M 5,050,000
12/2004
Webcraft Technologies Inc.Sr.Sub.Notes 9 3/8 /2002 6,500M 6,272,500 1,000M 965,000 7,500M 7,237,500
Total 17,002,145 965,000 17,967,145
- - - - - ------------------------------------------------------------------------------------------------------------------------------
Real Estate .35%
Trizec Finance Sr. Notes 10 3/8 /2005 4,200M 4,326,000 800M 824,000 5,000M 5,150,000
- - - - - ------------------------------------------------------------------------------------------------------------------------------
Retail 3.30%
Cole National Corp. Sr. Notes 11 1/4 /2001 8,000M 8,040,000 8,000M 8,040,000
Cort Furniture Rental Corp. 12/2000 w/Warrants 3,220M 3,445,400 3,220M 3,445,400
County Seat Stores Inc. Sr. Sub. Notes 12/2001
w/Warrants 5,000M 4,550,000 5,000M 4,550,000
Finlay Fine Jewelry Corp. Sr. Notes 10 5/8 /2003 5,000M 4,875,000 5,000M 4,875,000
Guess Inc. Sr. Sub. Notes 9 1/2 /2003 5,000M 4,900,000 5,000M 4,900,000
Pamida Inc. Sr. Sub. Notes 11 3/4 /2003 8,000M 6,240,000 8,000M 6,240,000
United Stationers Supply Co. Sr. Sub. Notes
12 3/4 /2005+ 10,000M 10,975,000 1,500M 1,646,250 11,500M 12,621,250
Wickes Lumber Co. Sr. Sub. Notes 11 5/8 /2003 6,000M 4,440,000 6,000M 4,440,000
Total 47,465,400 1,646,250 49,111,650
Steel AK Steel Corp. Sr. Notes 10 3/4/2004 $5,000M $5,562,500 $1,000M $1,112,500 $6,000M $6,675,000
3.17% Earle M. Jorgenson Co. Sr. Notes 10 3/4 2000 5,000M 4,612,500 5,000M 4,612,500
G.S. Technologies Operating Co. Sr. Notes 5,000M 4,993,750 1,000M 998,750 6,000M 5,992,500
12 1/4 /2005
` Inland Steel Industries Inc. 12 3/4/2002 4,500M 5,085,000 4,500M 5,085,000
Ivaco Inc. Sr. Notes 11 1/2 2005 5,000M 4,918,750 500M 491,875 5,500M 5,410,625
Republic Engineered Steel
Inc.1st Mtge. 9 7/8 2001 7,000M 6,335,000 1,000M 905,000 8,000M 7,240,000
Stelco Inc. Sub. Deb. 10.40/2009 5,000M 3,911,719 5,000M 3,911,719
WCI Steel Inc. Sr. Notes 10 1/2/2002 7,000M 6,825,000 1,500M 1,462,500 8,500M 8,287,500
Total 42,244,219 4,970,625 47,214,844
- - - - - -----------------------------------------------------------------------------------------------------------------------------------
Supermarket Bruno's Inc. Sr. Sub. Notes 10 1/2/2005 5,000M 4,962,500 1,000M 992,500 6,000M 5,955,000
2.37% Dairy Mart Convenience Stores Inc. Sr. Sub.
Notes 10 1/4/2004 5,000M 4,275,000 5,000M 4,275,000
Farm Fresh Holdings Sr.
Notes P.I.K. 14 1/4/2002*** 5,472M 2,653,955 658M 319,356 6,130M 2,973,311
Pathmark Stores Inc. Zero Coupon Sub. Notes
due 2003** 10,000M 6,150,000 2,500M 1,537,500 12,500M 7,687,500
Pathmark Stores Inc. Sub. Notes 11 5/8/2002 3,000M 3,022,500 3,000M 3,022,500
Ralphs Grocery Co. Sr. Sub. Notes 13 3/4/2005 3,000M 3,210,000 3,000M 3,210,000
Ralphs Supermarkets Inc. Sr. Notes 10.45/2004 6,300M 6,410,250 700M 712,250 7,000M 7,122,500
Victory Markets Inc. Sub. Notes 12 1/2/2000* 5,000M 1,000,000 5,000M 1,000,000
Total 31,684,205 3,561,606 35,245,811
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Textile Dan River Inc. Sr. Sub. Notes 10 1/8/2003 5,000M 4,600,000 1,000M 920,000 6,000M 5,520,000
1.95% Fieldcrest Cannon Inc. Sr. Sub.
Notes 11 1/4/2004 1,000M 920,000 1,000M 920,000
J.P. Stevens & Co. Inc. Sr. Deb. 9/2017 3,000M 2,910,000 3,000M 2,910,000
Synthetic Industries Inc. Sr. Sub.
Notes 12 3/4/2002 5,000M 4,912,500 5,000M 4,912,500
Tultex Corp. Sr. Notes 10 5/8/2005 4,000M 4,100,000 500M 512,500 4,500M 4,612,500
US Leather Inc. Sr. Notes 10 1/4/2003 5,000M 4,225,000 5,000M 4,225,000
Westpoint Stevens Inc. Sr. Sub. Deb. 93 3/8/2005 5,000M 4,950,000 1,000M 990,000 6,000M 5,940,000
Total 25,697,500 3,342,500 29,040,000
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Transportation Omi Corp. Sr. Notes 10 1/4/2003 5,000M 4,500,000 5,000M 4,500,000
.70% Trism Inc. Sr. Sub. Notes 10 1/4/2000 6,000M 5,940,000 6,000M 5,940,000
Total 10,440,000 10,440,000
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Utility Beaver Valley II Funding Corp. Secured Lease
.41% Obligation 9/2017 5,924M 5,055,764 1,246M 1,063,383 7,170M 6,119,147
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
CONVERTIBLE DEBT 8.62%
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Automotive
.07% Magna Intl. Conv. Sub. Deb. 5/2002 1,000M 1,029,688 1,000M 1,029,688
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Business Services
.35% Olsten Corp. Conv. Sub. Deb. 49 7/8/20012003 4,000M 4,600,000 500M 575,000 4,500M 5,175,000
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Communications LDDS Communication
Inc. Conv. Sub. Deb. 5/2003 10,000M 10,525,000 1,500M 1,578,750 11,500M 12,10.75,750
1.19% Telekom Malaysia Conv. Sub. Deb. 41 1/2/2012+ 5,000M 4,875,000 750M 731,250 5,750M 5,606,250
Total 15,400,000 2,310,000 17,710,000
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Computer
Support Systems
.16% Businessland Inc. Conv.
Sub. Deb. 59 1/2/20012007 5,000M 2,375,000 5,000M 2,375,000
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Computer Systems and Peripherals 1.06%
Conner Peripherals Inc. Conv.
Sub. Deb 69 1/2/20012002 5,000M 5,075,000 5,000M 5,075,000
Unisys Corp. Conv.
Sub. Notes 89 1/4/20012000 5,000M 4,450,000 5,000M 4,450,000
Xilinx Inc. Conv. Sub. Notes 59 1/4/2001/2002+ 5,500M 5,065,156 1,250M 1,151,172 6,750M 6,216,328
Total 14,590,156 1,151,172 15,741,328
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Data Processing Automatic Data Processing 12,000M 5,926,875 2,000 987,813 14,000M 6,914,688
Equipment & Zero Coupon Conv. Sub. Deb. due 2012
Components EMC Corp. Conv. Sub. Deb. 4 1/4/2001 7,000M 7,020,781 1,500M 1,504,453 8,500M 8,525,234
1.04% Total 12,947,656 2,492,266 15,439,922
<PAGE>
Drugs/ Elan International Finance, Ltd. Zero Coupon
Pharmaceuticals Conv. Sub. Deb. due 2012 $2,000M $1,068,125 $2,000M $1,068,125
1.40% Roche Holdings Inc. Zero Coupon Conv. Sub.
Deb. due 2010+ $30,000M $13,237,500 5,000M 2,206,250 35,000M 15,443,750
Sandoz Capital, BVI, Ltd. Conv. Sub. Deb.
2/2002+ 3,500M 3,316,250 1,125M 1,065,938 4,625M 4,382,188
Total 16,553,750 4,340,313 20,894,063
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Electronics Analog Devices Conv. Sub. Deb. 3 1/2/2000 2,275M 2,380,219 450M 470,813 2,725M 2,851,032
1.13% Checkpoint Systems Inc. Conv. Sub. Deb.
51 1/44/2005+ 5,000M 5,884,375 1,000M 1,176,875 6,000M 7,061,250
Vlsi Technology, Inc. Conv. Sub. Deb. 8 1/4/2005 6,000M 5,538,750 1,500M 1,384,688 7,500M 6,923,438
Total 13,803,344 3,032,376 16,835,720
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Industrial and Capital Goods .50%
Raymond Corp. Conv. Sub. Deb. 6 1/2/2003 3,000M 4,155,000 3,000M 4,155,000
Rpow Inc. Zero Coupon Conv.
Sub. Deb. due 2012 7,500M 3,243,750 7,500M 3,243,750
Total 7,398,750 7,398,750
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Insurance
.29% CII Financial Inc. Conv. Sub. Deb. 7 1/2/2001 5,000M 4,350,000 5,000M 4,350,000
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Medical/Health Care .52%
Integrated Health Service Conv.
Sub. Deb. 6/2003 7,000M 6,691,563 7,000M 6,691,563
Integrated Health Svs. Conv. Sub. Deb. 6/2003 1,000M 995,938 1,000M 995,938
Total 6,691,563 995,938 7,687,501
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Oil and Gas .43%
Pennzoil (Exch. Chevron) Conv. Sub. Deb.
43 1/44/2003 4,000M 4,031,250 500M 503,906 4,500M 4,535,156
Wainoco Oil Corp. Inc. Conv. Sub. Deb. 7 1/4/2014 2,400M 1,788,000 2,400M 1,788,000
Total 5,819,250 503,906 6,323,156
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Oil Service .19%
Noble Affiliates Inc. Conv. Sub. Deb. 4 1/4/2003 2,800M 2,807,000 2,800M 2,807,000
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Waste Management
.29% WMX Technologies Inc. Conv. Deb. 2/2005 5,000M 4,325,000 5,000M 4,325,000
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
PREFERRED AND CONVERTIBLE-PREFERRED STOCKS, COMMON STOCKS AND WARRANTS 9.35%
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Banking 1.16%
Ahmanson, H.F. & Co. $6.00 Conv. Pfd. Series D 100,000 5,912,500 15,000 886,875 115,000 6,799,375
California Federal Bank $10.625 Non Cum. Pfd. 45,000 4,924,688 45,000 4,924,688
Greater NY Savings $3.00 Non Cum. Pfd. Series B 200,000 5,750,000 200,000 5,750,000
Total 16,587,188 886,875 17,474,063
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Building Materials
.82% Owens Corning $3.25 Conv. Pfd.+ 200,000 12,246,875 200,000 12,246,875
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Chemicals .41%
Atlantic Richfield Co.
(Exch. Lyondell Petrochemical)
$2.23 Conv. Pfd 225,000 5,287,500 35,000 822,500 260,000 6,110,000
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Communications
.05% Evergreen Media Corp. $3.00 Conv. Pfd. 10,000 700,000 10,000 700,000
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Data Processing Equipment & Components .59%
General Motors Corp. $3.25 Conv. Pfd. (Electronic
Data Systems) 100,000 7,325,000 20,000 1,465,000 120,000 8,790,000
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Drugs/
Pharmaceuticals
.40% Foxmeyer Health Corp. $4.20 Pfd. Series A 157,977 5,904,390 157,977 5,904,390
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Electrical Equipment .71%
Westinghouse Electric Corp. $1.30 Conv.
Pfd. Series C+ 600,000 9,609,375 60,000 960,938 660,000 10,570,313
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Financial .90%
American Express $6.25 Conv. Pfd. Notes 50,000 $2,775,000 15,000 $832,500 65,000 $3,607,500
Jefferson-Pilot Corp. (Nations Bank) 7 1/4
Conv. Pfd. Notes 115,000 8,409,375 18,000 1,316,250 133,000 9,725,625
Total 11,184,375 2,148,750 13,333,125
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Hotel/Leisure
.55% AMC Entertainment Inc. $1.75 Conv. Pfd. 200,000 8,150,000 200,000 8,150,000
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Insurance 1.57%
American General $3.00 Conv. Pfd. Series A 200,000 10,437,500 20,000 1,043,750 220,000 11,481,250
Penncorp Financial $3.375 Conv. Pfd. 64,800 4,625,100 6,500 463,938 71,300 5,089,038
St. Paul's Capital, LLC $3.00 Conv. Pfd. 100,000 5,625,000 20,000 1,125,000 120,000 6,750,000
Total 20,687,600 2,632,688 23,320,288
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Machinery .40%
Bucyrus-Erie Company 56,624 460,070 56,624 460,070
Navistar International Corp. $6.00
Conv. Pfd. Series G 100,000 5,425,000 100,000 5,425,000
Total 5,885,070 5,885,070
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Non Ferrous Metals .21%
Freeport McMoRan Copper & Gold $1.75 Conv. Pfd. 110,000 3,162,500 110,000 3,162,500
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Office Equipment
.26% Alco Standard Corp. $5.04 Conv. Pfd. 45,100 3,856,050 45,100 3,856,050
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Oil and Gas
.06% Unocal Corp. $3.50 Conv. Pfd.+ 15,000 830,391 15,000 830,391
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Paper and Pulp
.62% International Paper Co. $5.25 Conv. Pfd. 204,000 9,321,350 30,000 1,370,156 234,000 10,691,506
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Retail Supermarkets General Holdings Corp. $3.52
.15% Pfd. P.I.K.*** 80,000 2,280,000 80,000 2,280,000
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Waste Management .37%
Browning Ferris Industries Inc. $2.58 Conv. Pfd. 150,000 4,706,250 25,000 784,375 175,000 5,490,625
Total Investments in Securities 1,062,749,866 120,035,042 1,182,784,908
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Government Agency Issues 12.38%
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Federal National Mortgage Association 6 1/2%
due on an announced basis $90,000M 88,931,250 $5,000M 4,942,188 $95,000M 93,873,438
Federal National Mortgage Association 7 1/2%
due on an announced basis 40,000M 40,993,750 40,000M 40,993,750
Federal National Mortgage Association due
on an announced basis 1,700M 1,731,875 1,700M 1,731,875
Government National Mortgage Association
6 1/2% due on an announced basis 15,000M 14,878,125 3,000M 2,975,625 18,000M 17,853,750
Government National Mortgage Association
8% due 5/15/2024 936M 974,908 936M 974,908
U.S. Treasury Notes 1,000M 1,010,000 1,000M 1,010,000
U.S. Treasury Notes 2,000M 2,045,313 2,000M 2,045,313
U.S. Treasury Notes 6 1/2% due 8/15/2005 20,000M 21,312,500 4,000M 4,262,500 24,000M 25,575,000
Total 166,115,625 17,942,409 184,058,034
Total Long-Term Investments
(Cost $1,219,970,600 and $135,298,731, respectively) 1,228,865,491 137,977,451 1,366,842,942
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Short-Term SecuritieS 15.78%
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Short-Term Investment at Market
Federal Home Loan Banks 13% due 7/19/1996 62,000M 64,596,250 3,000M 3,125,625 65,000M 67,721,875
Federal Home Loan Mortgage Corporation 12%
due 3/13/1996 39,000M 39,499,688 3,000M 3,038,438 42,000M 42,538,126
Federal Home Loan Mortgage Corporation 12%
due 5/1/1996 25,000M 25,523,438 25,000M 25,523,438
Federal Home Loan Mortgage Corporation 14%
due 11/1/1996 16,300M 17,435,906 16,300M 17,435,906
<PAGE>
Federal National Mortgage Association 14%
due 9/25/1996 $59,000M $62,540,000 $7,000M $7,420,000 $66,000M $69,960,000
U.S. Treasury Notes 9 3/8% due 4/15/1996 950M 960,984 950M 960,984
Total 209,595,282 14,545,047 224,140,329
- - - - - ------------------------------------------------------------------------------------------------------------------------------------
Short-Term Investments, at Cost
Ford Motor Credit Co. 5.81% due 1/2/1996 5,000M 5,000,000 5,000M 5,000,000
Prudential Funding Corp. 5.65% due 1/3/1996 5,200M 5,200,000 5,200M 5,200,000
Prudential Funding Corp. 5.753% due 1/2/1996 400M 400,000 400M 400,000
Total 10,200,000 400,000 10,600,000
Total Short-Term Investments (Cost $225,459,873
and $15,290,944, respectively) 219,795,282 14,945,047 234,740,329
Total Investments in Securities (Cost $1,445,430,473
and $150,589,675, respectively) $1,448,660,773 $152,922,498 $1,601,583,271
<FN>
* Non-income producing.
**Deferred-interest debentures pay no interest for a stipulated number of years,
after which they pay the indicated coupon rate.
***Represents a payment-in-kind security, which may pay interest/dividends in
additional face/shares.
+Restricted security under Rule 144A.
See Notes to Pro-Forma Financial Statements.
</FN>
</TABLE>
<PAGE>
EXHIBIT A
PRO-FORMA STATEMENT OF NET ASSETS
DECEMBER 31, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
Lord Abbett
Lord Abbett Securities Trust
Bond-Debenture Bond-Debenture Pro-Forma Pro-Forma
Fund, Inc. Trust Adjustments Combined
---------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Investments, at value (cost $1,445,430,473 1,448,660,773 152,922,498 1,601,583,271
and $150,589,675 respectively)
Cash 3,579,993 96,432 3,676,425
Receivable for investments sold 3,175,685 672,114 3,847,799
Receivable for capital stock sold 6,406,931 1,351,177 7,758,108
Other assets & other receivables 25,875,181 3,128,212 (22,054)(*) 28,981,339
---------------------------------------------------------------------
Total Assets 1,487,698,563 158,170,433 (22,054) 1,645,846,942
---------------------------------------------------------------------
Liabilities
Payable for capital stock reacquired 982,057 226,192 1,208,249
Payable for securities purchased 145,928,175 10,048,334 155,976,509
Accounts payable, accrued expenses & taxes 1,280,008 257,881 1,537,889
---------------------------------------------------------------------
Total Liabilities 148,190,240 10,532,407 - 158,722,647
---------------------------------------------------------------------
Net Assets as of December 31, 1995 1,339,508,323 147,638,026 (22,054) 1,487,124,295
=====================================================================
Net Assets were comprised of :
Capital stock, at par 144,222,984 (15,889,771)(#) 160,112,755
Paid-in capital 1,281,609,461 146,262,968 (15,889,771)(#) 1,411,982,658
Accumulated net realized loss (118,884,881) (1,439,793) (120,324,674)
Net unrealized appreciation 3,230,300 2,332,823 5,563,123
Undistributed net investment income 29,330,459 482,028 (22,054)(#) 29,790,433
---------------------------------------------------------------------
Net Assets as of December 31, 1995 1,339,508,323 147,638,026 (22,054) 1,487,124,295
=====================================================================
Class A shares outstanding as of
December 31, 1995 144,222,984 144,222,984
Class C shares outstanding as of
December 31, 1995 30,620,069 15,889,771
Class A:
Net Asset Value and redemption price
per share $ 9.29 $ 9.29
Class C:
Net Asset Value and redemption price $ 4.82 $ 9.29
per share
</TABLE>
- - - - - ------------------
(*) Adjustment to reflect the write-off of unamortized deferred organization
costs of Lord Abbett Securities Trust Bond-Debenture Trust.
(#) Adjustment to reflect the exchange of shares of beneficial interest of Lord
Abbett Securities Trust Bond-Debenture Trust for capital stock of Lord
Abbett Bond-Debenture Fund, Inc.
<PAGE>
PRO-FORMA STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
Lord Abbett
Lord Abbett Securities
Bond-Debenture Bond-Debenture Pro-Forma Pro-Forma
Fund Trust Adjustments Combined
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment Income
Interest & MIsc. Income $ 111,011,129 $ 9,219,346 120,230,475
Dividends 6,103,242 424,531 6,527,773
-----------------------------------------------------------------
Total Income $ 117,114,371 $ 9,643,877 126,758,248
-----------------------------------------------------------------
Expenses:
Management fee 5,342,563 497,905 (28,745)(a) 5,811,723
-----------------------------------------------------------------
Distribution Fee - Class A 2,437,438 - 457,817 (b) 2,895,255
-----------------------------------------------------------------
Distribution Fee - Class C - 907,349 907,349
-----------------------------------------------------------------
Shareholder servicing costs 1,170,979 90,000 1,260,979
-----------------------------------------------------------------
Reports to shareholders 179,927 25,000 (25,000)(c) 179,927
-----------------------------------------------------------------
Audit & Legal 82,997 27,500 (12,000)(c) 98,497
-----------------------------------------------------------------
Directors' Fees 26,955 - 26,955
-----------------------------------------------------------------
Organization expense - 7,332 22,054 (d) 29,386
-----------------------------------------------------------------
Other 165,768 110,405 276,173
-----------------------------------------------------------------
Total Expenses 9,406,627 1,665,491 414,126 (c) 11,486,244
-----------------------------------------------------------------
Net Investment Income 107,707,744 7,978,386 (414,126) 115,272,004
Net Realized and Unrealized gain (loss) on Investments:
Net Realized gain (loss) from security transactions
Proceeds from sales 1,731,772,417 120,025,909 1,851,798,326
Cost of securities sold 1,780,432,781 119,658,762 1,900,091,543
-----------------------------------------------------------------
Net realized gain (loss) (48,660,364) 367,147 (48,293,217)
-----------------------------------------------------------------
Net unrealized appreciation (depreciation) of
investments:
Beginning of year (118,993,760) (2,998,476) (121,992,236)
End of year 3,230,300 2,332,824 5,563,124
-----------------------------------------------------------------
Net unrealized appreciation 122,224,060 5,331,300 127,555,360
-----------------------------------------------------------------
Net realized/unrealized gain on investment 73,563,696 5,698,447 - 79,262,143
-----------------------------------------------------------------
Net increase in net assets resulting from operations $ 181,271,440 $ 13,676,833 ($414,126) 194,534,147
=================================================================
</TABLE>
- - - - - ----------------
(a) Adjustment to reflect reduction in management fees of Lord Abbett
Securities Trust Bond-Debenture Trust.
(b) Adjustment to reflect increase in 12B-1 plan for Class A shares.
(c) Adjustment to reflect elimination of duplicative expenses.
(d) Adjustment to reflect the write-off of unamortized deferred organization
costs of Lord Abbett Securities Trust Bond-Debenture Trust.
<PAGE>
<PAGE>
Notes to Pro-Forma Financial Statements
1. Significant Accounting Policies The Lord Abbett Bond Debenture Fund (the
"Company") is registered under the Investment Company Act of 1940 as a
diversified, open-end management investment company. The following is a summary
of significant accounting policies consistently followed by the Company. The
policies are in conformity with generally accepted account-ing principles.
(a) Market value is determined as follows: Securities listed or admitted to
trading privileges on any national securities exchange are valued at the last
sales price on the principal securities exchange on which such securities are
traded, or, if there is no sale, at the mean between the last bid and asked
prices on such exchange, or, in the case of bonds and notes, in the
over-the-counter market if, in the judgment of the Company's officers, that
market more accurately reflects the market value of bonds and notes. Securi-ties
traded only in the over-the-counter market are valued at the mean between the
bid and asked prices, except that securities admitted to trad- ing on the NASDAQ
National Market System are valued at the last sales price if it is determined
that such price more accurately reflects the value of such securities.
Securities for which market quotations are not available are valued at fair
value under procedures approved by the Board of Direc-tors, such procedures
require the use of estimates.
(b) It is the policy of the Company to meet the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute all
of its taxable income in taxable distributions. Therefore, no federal income tax
provision is required.
(c) Security transactions are accounted for on the date that the securities are
purchased or sold (trade date). Interest income is recorded on the accrual
basis. Dividend income and distributions to shareholders are recorded on the
ex-dividend date. The Company has elected not to amortize the premiums on U.S.
Government bonds, which is consistent with the treatment for federal income tax
purposes.
(d) A portion of the proceeds from sales and costs of repurchases of capital
shares, equivalent to the amount of distributable net investment income on the
date of the transaction, is credited or charged to undistributed income.
Undistributed net investment income per share thus is unaffected by sales or
repurchases of shares.
(e) The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
2. Investment Grades
Investment-grade corporate bonds consist of securities rated within one of the
four highest ratings determined either by Moody's Investors Service Inc. or
Standard & Poor's Corporation. Lower rated straight debt consists of se-curities
rated lower than the four highest ratings or that have no rating.
3. Repurchase Agreements
The Company may enter into repurchase agreements with certain banks and
broker/dealers whereby the Company, through its custodian, receives delivery of
the underlying securities, the amount of which at the time of purchase and each
subsequent business day is required to be maintained at such a level that the
market value, depending on the maturity of the repurchase agreement and the
underlying collateral, is equal to at least 100% of the resale price.
4. Distributions
Dividends from net investment income are declared monthly and paid monthly.
Taxable net realized gains from security transactions, if any, are usually
declared in December of the current year or January of the succeeding year. The
company had a capital loss carryforward as of December 31, 1995 of approximately
$120,000,000 of which $20,000,000 expires in 1996, $5,000,000 expires in 1997,
$28,000,000 expires in 1998, $17,000,000 expires in 1999, $1,000,000 expires in
2002 and $49,000,000 expires in 2003. Accordingly, no capital gain distribution
is expected to be paid to shareholders until net gains have been realized in
excess of such amounts.
5. Agreements
The Company has a management agreement with Lord, Abbett & Co. for the services
performed and expenses assumed by Lord, Abbett & Co., the Company paid a fee
based on average daily net assets at the following annual rates: 0.50% on the
first $500 million and 0.45% on the assets over $500 million.
For the Class A shares the Company has a Rule 12b-1 Plan providing for (a) the
payment of a service fee to dealers at the annual rate of .15% of the average
daily net asset value of the Company's shares sold by dealers prior to June 1,
1990 and .25% of the average daily net asset value of such shares sold on or
after that date and (b) a one-time 1% distribution fee, at the time of sale, on
such shares sold at net asset value of $1 million or more.
Pursuant to Rule 12b-1, for Class C shares, the Company will pay, (1) a service
fee and a distribution fee, at the time shares are sold, not to exceed .25% and
.75%, respectively, of the net asset value of such shares and
(2) at each quarter-end after the first anniversary of the sale of such shares,
fees for services and distribution at annual rates not to exceed .25% and .75%,
respectively, of the average annual net asset value of shares oustand- ing
(payments with respect to shares not outstanding during the full quarter to be
prorated). The fees will be paid to Lord Abbett Distributor llc, which may
retain from the quarterly distribution fee, for payment of distribution expenses
incurred directly by it, an amount not to exceed .10% of the average annual net
asset value of such shares outstanding.
PART C
ITEM 15. INDEMNIFICATION
Registrant is incorporated under the laws of the State of Maryland and
is subject to Section 2-418 of the Corporations and Associations Article of the
Annotated Code of the State of Maryland controlling the indemnification of the
directors and officers. Since Registrant has its executive offices in the State
of New York, and is qualified as a foreign corporation doing business in such
State, the persons covered by the foregoing statute may also be entitled to and
subject to the limitations of the indemnification provisions of Section 721-726
of the New York Business Corporation Law.
The general effect of these statutes is to protect officers, directors
and employees of Registrant against legal liability and expenses incurred by
reason of their positions with the Registrant. The statutes provide for
indemnification for liability for proceedings not brought on behalf of the
corporation and for those brought on behalf of the corporation, and in each case
place conditions under which indemnification will be permitted, including
requirements that the officer, director or employee acted in good faith. Under
certain conditions, payment of expenses in advance of final disposition may be
permitted. The By-Laws of Registrant, without limiting the authority of
Registrant to indemnify any of its officers, employees or agents to the extent
consistent with applicable law, make the indemnification of its directors
mandatory subject only to the conditions and limitations imposed by the above-
mentioned Section 2-418 of Maryland Law and by the provisions of Section 17(h)
of the Investment Company Act of 1940 as interpreted and required to be
implemented by SEC Release No. IC-11330 of September 4, 1980.
In referring in its By-Laws to, and making indemnification of
directors subject to the conditions and limitations of, both Section 2-418 of
the Maryland Law and Section 17(h) of the Investment Company Act of 1940,
Registrant intends that conditions and limitations on the extent of the
indemnification of directors imposed by the provisions of either Section 2-418
or Section 17(h) shall apply and that any inconsistency between the two will be
resolved by applying the provisions of said Section 17(h) if the condition or
limitation imposed by Section 17(h) is the more stringent. In referring in its
By-Laws to SEC Release No. IC-11330 as the source for interpretation and
implementation of said Section 17(h), Registrant understands that it would be
required under its By-Laws to use reasonable and fair means in determining
whether indemnification of a director should be made and undertakes to use
either (1) a final decision on the merits by a court or other body before whom
the proceeding was brought that the person to be indemnified ("indemnitee") was
not liable to Registrant or to its security holders by reason of willful
malfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office ("disabling conduct") or (2) in the
absence of such a decision, a reasonable determination, based upon a review of
the facts, that the indemnitee was not liable by reason of such disabling
conduct, by (a) the vote of a majority of a quorum of directors who are neither
"interested persons" (as defined in the 1940 Act) of Registrant nor parties to
the proceeding, or (b) an independent legal counsel in a written opinion. Also,
Registrant will make advances of attorneys' fees or other expenses incurred by a
director in his defense only if (in addition to his undertaking to repay the
advance if he is not ultimately entitled to indemnification) (1) the indemnitee
provides a security for his undertaking, (2) Registrant shall be insured against
losses arising by reason of any lawful advances, or (3) a majority of a quorum
of the non-interested, non-party directors of Registrant, or an independent
legal counsel in a written opinion, shall
C-1
<PAGE>
determine, based on a review of readily available facts, that there is reason to
believe that the indemnitee ultimately will be found entitled to
indemnification.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expense
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
In addition, Registrant maintains a directors' and officers errors and
omissions liability insurance policy protecting directors and officers against
liability for breach of duty, negligent act, error or omission committed in
their capacity as directors or officers. The policy contains certain
exclusions, among which is exclusion from coverage for active or deliberate
dishonest or fraudulent acts and exclusion for fines or penalties imposed by law
or other matters deemed uninsurable.
ITEM 16. EXHIBITS
1. (a) Amended and Restated Articles of Incorporation of the Registrant. (1)
(b) Amendment to Articles of Incorporation. (2)
(c) Amendment to Articles of Incorporation. (3)
(d) Amendment to Articles of Incorporation. (4)
(e) Form of Amendment authorizing multiple class structure; filed
herewith.
(f) Form of Amendment designating Class A shares; filed herewith.
(g) Form of Articles Supplementary classifying Class C shares; filed
herewith.
2. By-Laws of the Registrant. (1)
3. Not Applicable.
4. Form of Agreement and Plan of Reorganization between Registrant and
Lord Abbett Securities Trust - Lord Abbett Bond-Debenture Trust;
filed herewith as Exhibit A contained in part A of this Registration
Statement.
5. Not Applicable.
6. (a) Investment Management Agreement, dated March 15, 1971, between the
Registrant and Lord, Abbett & Co. (1)
(b) Amendment to Investment Management Agreement. (4)
C-2
<PAGE>
7. (a) Form of Rule 12b-1 Plan for Registrant's Class C shares; filed
herewith.
(b) Distribution Agreement, dated March 23, 1972, between Registrant and
Lord, Abbett & Co. (2)
(c) Amendment to Distribution Agreement. (5)
8. (a) Deferred Compensation Plan. (6)
(b) Retirement Plan. (6)
9. (a) Custody Agreement. (1)
(b) Form of Assignment and Assumption Agreement between Morgan Guaranty
Trust Company of New York and Bank of New York; filed herewith
10. (a) See Item 7(a) above.
(b) Form of Rule 18f-3 Plan; filed herewith.
11. Form of Opinion and Consent of Debevoise & Plimpton as to the
legality of securities being issued; filed herewith.
12. Form of Opinion and Consent of Debevoise & Plimpton as to Tax
Matters; filed herewith.
13. Not Applicable.
14. (a) Consent of Deloitte & Touche LLP regarding financial statements of
both Registrant and Lord Abbett Securities Trust; filed herewith.
(b) Ruling application submitted to the Internal Revenue Service, dated
October 19, 1995, supplemental application, dated January 26, 1996,
and Ruling, dated February 5, 1996; filed herewith.
15. Not Applicable.
16. Not Applicable.
17. (a) Form of Proxy Card; filed herewith.
(b) Prospectus and Statement of Additional Information of the Registrant
dated May 1, 1995. (5)
(c) Financial statements of the Acquired Fund for the fiscal year ended
October 31, 1995, and the report thereon of Deloitte & Touche LLP,
independent public accountants. (7)
(d) Notice to Brokers
(e) Letter to shareholders
_________________
(1) Incorporated herein by reference to Post-Effective Amendment No. 24 to
Registrant's Registration Statement on Form N-1A File Nos. 811-2145 and 2-
838910 filed on or about February 25, 1979.
(2) Incorporated herein by reference to Post-Effective Amendment No. 29 to
Registrant's Registration Statement on Form N-1A File Nos. 811-2145 filed
on or about February 25, 1986.
C-3
<PAGE>
(3) Incorporated herein by reference to Post-Effective Amendment No. 30 to
Registrant's Registration Statement of Lord Abbett Securities Trust on Form
N-1A File Nos. 811-2145 filed on or about February 26, 1987.
(4) Incorporated herein by reference to Post-Effective Amendment No. 31 to
Registrant's Registration Statement on Form N-1A (File Nos. 811-2145 and
2-38910) filed on or about April 27, 1988.
(5) Incorporated herein by reference to Post-Effective Amendment No. 38 to
Registrant's Registration Statement on Form N-1A (File Nos. 811-2145 and
2-38910) filed on or about April 28, 1995.
(6) Incorporated herein by reference to Post-Effective Amendment No. 7 to Lord
Abbett Securities Trust's Registration Statement on Form N-1A (File Nos.
811-7988 and 33-68090) filed on or about October 7, 1994.
(7) 1995 Annual Report of Lord Abbett Securities Trust filed on or about
January 10, 1996.
ITEM 17. UNDERTAKINGS
(1) The undersigned registrant agrees that, prior to any public reoffering of
the securities registered through the use of a prospectus which is a part
of this registration statement by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c) of the Securities Act [17
CFR (S) 230.145c] the reoffering prospectus will contain the information
called for by the applicable registration form for reofferings by persons
who may be deemed underwriters, in addition to the information called for
by the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as part of an amendment to the
registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the 1933 Act, each
post-effective amendment shall be deemed to be a new registration statement
for the securities offered therein, and the offering of the securities at
that time shall be deemed to be the initial bona fide offering of them.
C-4
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement
has been signed on behalf of the Registrant in the City of New York and State of
New York on the 29th day of February 1996.
LORD ABBETT BOND-DEBENTURE FUND, INC.
By: /s/ RONALD P. LYNCH
Ronald P. Lynch, Chairman
of the Board
As required by the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities indicated and on the
dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ RONALD P. LYNCH 2/29/96
__________________________________ Chairman of the Board ____________
Ronald P. Lynch and Director
/S/ ROBERT S. DOW 2/29/96
__________________________________ President and Director ____________
Robert S. Dow
/S/JOHN J. GARGANA, JR. 2/29/96
__________________________________ Vice President and ____________
John J. Gargana, Jr. Chief Financial Officer
/S/ E. THAYER BIGELOW 2/29/96
__________________________________ Director ____________
E. Thayer Bigelow
__________________________________ Director ____________
Stewart S. Dixon
__________________________________ Director ____________
John C. Jansing
/S/ C. ALAN MACDONALD 2/29/96
__________________________________ Director ____________
C. Alan MacDonald
__________________________________ Director ____________
Hansel B. Millican, Jr.
/S/ THOMAS J. NEFF 2/29/96
__________________________________ Director ____________
Thomas J. Neff
C-5
<PAGE>
EXHIBIT INDEX
The following exhibits are filed as a part of this Registration
Statement pursuant to General Instruction G of Form N-14.
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- - - - - --------- ----------- ------
<S> <C> <C>
(1)(b) Form of Amendment authorizing multiple class structure
(c) Form of Amendment designating Class A shares
(d) Form of Articles Supplementary classifying Class C shares
(4) Form of Agreement and Plan of Reorganization between the Registrant and
Lord Abbett Securities Trust - Bond-Debenture Trust
(7)(a) Form of Rule 12b-1 Plan for Registrant Class C shares
(9)(b) Form of Assignment and Assumption Agreement, between Morgan Guaranty
Trust Company of New York and Bank of New York; filed herewith
(10)(b) Form of Rule 18f-3 Plan
(11) Form of Opinion and Consent of Debevoise & Plimpton as to legality of
securities being issued
(12) Form of Opinion and Consent of Debevoise & Plimpton as to Tax Matters
(14)(a) Consent of Deloitte & Touche LLP regarding financial statements of both
Registrant and Lord Abbett Securities Trust.
(b) Ruling application submitted to the Internal Revenue Service, dated
October 19, 1995, supplemental application, dated January 26, 1996, and
Ruling, dated February 5, 1996.
(17)(a) Form of Proxy Card
(17)(d) Notice to Brokers
(17)(e) Letter to Shareholders re: Proxy
</TABLE>
C-6
Exhibit 1(b)
------------
Draft-February 20, 1996
LORD ABBETT BOND-DEBENTURE FUND, INC.
ARTICLES OF AMENDMENT
LORD ABBETT BOND-DEBENTURE FUND, INC., a Maryland corporation
(hereinafter called the "Corporation"), hereby certifies to the State Department
of Assessments and Taxation of Maryland, that:
FIRST: The Articles of Incorporation of the Corporation (hereinafter
called the "Articles"), as heretofore amended, are hereby further amended by:
(a) Striking out paragraph A of ARTICLE V and inserting in lieu
thereof:
"A. The total number of shares which the Corporation has
authority to issue is 300,000,000 shares of capital stock of the par
value of $.001 each, having an aggregate par value of $300,000. The
amount of authorized stock of the Corporation may be increased or
decreased by the affirmative vote of the holders of a majority of the
stock of the Corporation entitled to vote. The Board of Directors of
the Corporation shall have full power and authority, from time to
time, to classify or reclassify any unissued shares of stock of the
Corporation, including, without limitation, the power to classify or
reclassify unissued shares into series, and to classify or reclassify
a series into one or more classes of stock that may be invested
together in the common investment portfolio in which the series is
invested, by setting or changing the preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, or terms or conditions of redemption of such shares of
stock. All shares of stock of a series shall represent the same
interest in the Corporation and have the same preferences, conversion
or other rights, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption as
the other shares of stock of that series, except to the extent that
the Board of Directors provides for differing preferences, conversion
or other rights, voting powers, restrictions, limitations as to
dividends, qualifications, or terms or conditions of redemption of
shares of stock of classes of such series as determined pursuant to
Articles Supplementary filed for record with the State Department of
Assessments and Taxation of Maryland, as
<PAGE>
otherwise determined pursuant to these Articles or by the Board of
Directors in accordance with law. Prior to the first classification
of unissued shares of stock into additional series, all outstanding
shares of stock shall be of a single series, and prior to the first
classification of a series into additional classes, all outstanding
shares of stock of such series shall be of a single class.
Notwithstanding any other provision of these Articles, upon the first
classification of unissued shares of stock into additional series, the
Board of Directors shall specify a legal name for the outstanding
series, as well as for the new series, in appropriate charter
documents filed for record with the State Department of Assessments
and Taxation of Maryland providing for such name change and
classification, and upon the first classification of a series into
additional classes, the Board of Directors shall specify a legal name
for the outstanding class, as well as for the new class or classes, in
appropriate charter documents filed for record with the State
Department of Assessments and Taxation of Maryland providing for such
name change and classification."
(b) Adding a new paragraph B to Article V (and relettering paragraphs
B and C as paragraphs C and D, respectively), as follows:
"B. A description of the relative preferences, conversion and
other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption of
all series and classes of series of shares is as follows, unless
otherwise set forth in Articles Supplementary filed for record with
the State Department of Assessments and Taxation of Maryland or
otherwise determined pursuant to these Articles:
1. Assets Belonging to Series. All consideration received or
--------------------------
receivable by the Corporation for the issue or sale of shares
of a particular series, together with all assets in which such
consideration is invested or reinvested, all income, earnings,
profits and proceeds thereof, including any proceeds derived
from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall irrevocably
belong to that series for all purposes, subject only to the
rights of creditors, and shall be so recorded upon the books
of account of the Corporation. Such consideration, assets,
2
<PAGE>
income, earnings, profits and proceeds, including any proceeds
derived from the sale, exchange or liquidation of such assets,
and any funds or payments derived from any reinvestment of
such proceeds in whatever form the same may be, together with
any unallocated items (as hereinafter defined) relating to
that series as provided in the following sentence, are herein
referred to as "assets belonging to" that series. In the event
that there are any assets, income, earnings, profits or
proceeds thereof, funds or payments which are not readily
identifiable as belonging to any particular series
(collectively "Unallocated Items"), the Board of Directors
shall allocate such Unallocated Items to and among any one or
more of the series created from time to time in such manner
and on such basis as it, in its sole discretion, deems fair
and equitable; and any Unallocated Items so allocated to a
particular series shall belong to that series. Each such
allocation by the Board of Directors shall be conclusive and
binding upon the stockholders of all series for all purposes.
2. Liabilities Belonging to Series. The assets belonging to each
-------------------------------
particular series shall be charged with the liabilities of the
Corporation in respect of that series, including any class
thereof, and with all expenses, costs, charges and reserves
attributable to that series, including any such class, and
shall be so recorded upon the books of account of the
Corporation. Such liabilities, expenses, costs, charges and
reserves, together with any unallocated items (as hereinafter
defined) relating to that series, including any class thereof,
as provided in the following sentence, so charged to that
series, are herein referred to as "liabilities belonging to"
that series. In the event there are any unallocated
liabilities, expenses, costs, charges or reserves of the
Corporation which are not readily identifiable as belonging to
any particular series (collectively "Unallocated Items"), the
Board of Directors shall allocate and charge such Unallocated
Items to and among any one or more of the series created from
time to time in such manner and on such basis as the Board of
Directors in its sole discretion
3
<PAGE>
deems fair and equitable; and any Unallocated Items so
allocated and charged to a particular series shall belong to
that series. Each such allocation by the Board of Directors
shall be conclusive and binding upon the stockholders of all
series for all purposes. To the extent determined by the Board
of Directors, liabilities and expenses relating solely to a
particular class (including, without limitation, distribution
expenses under a Rule 12b-1 plan and administrative expenses
under an administration or service agreement, plan or other
arrangement, however designated, which may be adopted for such
class) shall be allocated to and borne by such class and shall
be appropriately reflected (in the manner determined by the
Board of Directors) in the net asset value, dividends and
distributions and liquidation rights of the shares of such
class.
3. Dividends. Dividends and distributions on shares of a
---------
particular series may be paid to the holders of shares of that
series at such times, in such manner and from such of the
income and capital gains, accrued or realized, from the assets
belonging to that series, after providing for actual and
accrued liabilities belonging to that series, as the Board of
Directors may determine. Such dividends and distributions may
vary between or among classes of a series to reflect differing
allocations of liabilities and expenses of such series between
or among such classes to such extent as may be provided in or
determined pursuant to Articles Supplementary filed for record
with the State Department of Assessments and Taxation of
Maryland or as may otherwise be determined by the Board of
Directors.
4. Liquidation. In the event of the liquidation or dissolution
-----------
of the Corporation, the stockholders of each series shall be
entitled to receive, as a series, when and as declared by the
Board of Directors, the excess of the assets belonging to that
series over the liabilities belonging to that series. The
assets so distributable to the stockholders of one or more
classes of a series shall be distributed among such
stockholders in proportion to the
4
<PAGE>
respective aggregate net asset values of the shares of such
series held by them and recorded on the books of the
Corporation.
5. Voting. On each matter submitted to vote of the stock-
------
holders, each holder of a share shall be entitled to one vote
for each such share standing in his name on the books of the
Corporation irrespective of the series or class thereof and
all shares of all series and classes shall vote as a single
class ("Single Class Voting"); provided, however, that (i)
-
as to any matter with respect to which a separate vote of any
series or class is required by the Investment Company Act of
1940, as amended from time to time, applicable rules and
regulations thereunder, or the Maryland General Corporation
Law, such requirement as to a separate vote of that series or
class shall apply in lieu of Single Class Voting as described
above; (ii) in the event that the separate vote requirements
--
referred to in (i) above apply with respect to one or more
(but less than all) series or classes, then, subject to (iii)
below, the shares of all other series and classes shall vote
as a single class; and (iii) as to any matter which does not
---
affect the interest of a particular series or class, only the
holders of shares of the one or more affected series or
classes shall be entitled to vote.
6. Conversion. At such times (which times may vary among shares
----------
of a class) as may be determined by the Board of Directors,
shares of a particular class of a series may be automatically
converted into shares of another class of such series based on
the relative net asset values of such classes at the time of
conversion, subject, however, to any conditions of conversion
that may be imposed by the Board of Directors."
(c) Striking out the words "of any class" from paragraph D (as
relettered from paragraph C by this Amendment) of Article V.
(d) Striking out the last sentence of subparagraph 2 of paragraph A
of Article VI.
5
<PAGE>
(e) Striking out the last sentence of subparagraph 7 of paragraph A
of Article VI and inserting in lieu thereof:
"Any agreement entered into pursuant to said subparagraphs 5 or 6
shall be consistent with and subject to the requirements of the
Investment Company Act of 1940, as amended from time to time,
applicable rules and regulations thereunder, or any other applicable
Act of Congress hereafter enacted, and no amendment to any agreement
entered into pursuant to said subparagraph 5 (other than an amendment
reducing the compensation of the other party thereto) shall be
effective unless assented to by the affirmative vote of a majority of
the outstanding voting securities of the Corporation (as such phrase
is defined in the Investment Company Act of 1940, as amended from time
to time) entitled to vote on the matter."
(f) Striking out the preamble to paragraph B of Article VI, and
inserting in lieu thereof:
"Each holder of the shares of capital stock shall be entitled at his
option, exercisable as hereinafter provided, to require the
Corporation to purchase all or any part of the shares of its capital
stock owned by such holder for an amount equal to the proportionate
interest in the net assets of the Corporation represented by such
shares determined as hereinafter set forth. Notwithstanding the
foregoing, the Corporation may deduct from the proceeds otherwise due
to any stockholder requiring the Corporation to redeem shares a
redemption charge not to exceed one percent (1%) of such proportionate
interest in such net assets or a reimbursement charge, a deferred
sales charge or other charge that is integral to the Corporation's
distribution program (which charges may vary within and among series
and classes) as may be established from time to time by the Board of
Directors."
(g) Striking out the preamble to paragraph E of Article VI and the
portion of subparagraph 1 of paragraph E of Article VI prior to
subparagraph (a) and inserting in lieu thereof:
"E. For the purposes referred to in these Articles of
Incorporation, the net asset value of shares of the capital stock of
the Corporation of each series and class as of any Determination Time
shall be determined by or pursuant to the direction of the Board of
Directors as follows:
6
<PAGE>
1. At times when a series is not classified into multiple
classes, the net asset value of each share of stock of a
series, at any Determination Time, shall be the quotient,
carried out to not less than two decimal points, obtained by
dividing the net value of the assets of the Corporation
belonging to that series (determined as hereinafter provided)
as of such Determination Time by the total number of shares of
that series then outstanding, including all shares of that
series which the Corporation has agreed to sell for which the
price has been determined, and excluding shares of that series
which the Corporation has agreed to purchase or which are
subject to redemption for which the price has been determined.
The net value of the assets of the Corporation of a series as
of any Determination Time shall be determined in accordance
with sound accounting practice by deducting from the gross
value of the assets of the Corporation belonging to that
series (determined as hereinafter provided), the amount of all
liabilities belonging to that series (as such terms are
defined in subparagraph 2 of paragraph B of Article V), in
each case as of such determination time.
The gross value of the assets of the Corporation belonging to
a series as of such Determination Time shall be an amount
equal to all cash, receivables, the market value of all
securities for which market quotations are readily available
and the fair value of other assets of the Corporation
belonging to that series (as such terms are defined in
subparagraph 1 of paragraph B of Article V) at such
determination time, all determined in accordance with sound
accounting practice and giving effect to the following:"
(h) Adding a new subparagraph 2 to paragraph E of Article VI (and
relettering subparagraph 2 as subparagraph 3), as follows:
"2. At times when a series is classified into multiple classes,
the net asset value of each share of stock of a class of
such series shall be determined in accordance with
7
<PAGE>
subparagraphs 1 and 3 of this paragraph E with appropriate
adjustments to reflect differing allocations of liabilities
and expenses of such series between or among such classes to
such extent as may be provided in or determined pursuant to
Articles Supplementary filed for record with the State
Department of Assessments and Taxation of Maryland or as may
otherwise be determined by the Board of Directors."
(i) Adding a new paragraph F to Article VI (and relettering
paragraphs F and G as paragraphs G and H, respectively), as follows:
"F. The presence in person or by proxy of the holders of one-
third of the shares of capital stock of the Corporation issued and
outstanding and entitled to vote thereat shall constitute a quorum for
the transaction at any business at all meetings of the shareholders,
except as otherwise provided by law or in these Articles of
Incorporation and except that where the holders of shares of stock of
any series or class are entitled to a separate vote as such series or
class (each such series or class, a "Separate Class") or where the
holders of shares of stock of two or more (but not all) series or
classes are required to vote as a single series or class (each such
single series or class, a "Combined Class"), the presence in person or
by proxy of the holders of one-third of the shares of stock of that
Separate Class or Combined Class, as the case may be, issued and
outstanding and entitled to vote thereat shall constitute a quorum for
such vote. If, however, a quorum with respect to all series, including
all classes thereof, a Separate Class or a Combined Class, as the case
may be, shall not be present or represented at any meeting of the
shareholders, the holders of a majority of the shares of stock of all
series, such Separate Class or such Combined Class, as the case may
be, present in person or by proxy and entitled to vote shall have
power to adjourn the meeting from time to time as to all series, such
Separate Class or such Combined Class, as the case may be, without
notice other than announcement at the meeting, until the requisite
number of shares of the capital stock of the Corporation entitled to
vote at such meeting shall be present. At such adjourned meeting at
which the requisite number of shares of the capital stock of the
Corporation entitled to vote thereat shall be represented any business
may be transacted which might have been transacted at the meeting as
originally notified. The absence from any meeting of stockholders of
the number of shares of capital stock of the
8
<PAGE>
Corporation in excess of one-third of the shares of stock of all
series or classes, or of the affected series or classes, as the case
may be, which may be required by the laws of the State of Maryland,
the Investment Company Act of 1940 or any other applicable law, or by
these Articles of Incorporation, for action upon any given matter
shall not prevent action at such meeting upon any other matter or
matters which may properly come before the meeting, if there shall be
present thereat, in person or by proxy, holders of the number of
shares of stock of the Corporation required for action in respect of
such other matter or matters."
(j) Striking out paragraph G (as relettered from paragraph F by this
Amendment) of Article VI and inserting in lieu thereof:
"G. Any determination as to any of the following matters made by
or pursuant to the direction of the Board of Directors consistent with
these Articles of Incorporation and in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of
duties, shall be final and conclusive and shall be binding upon the
Corporation and every holder of shares of capital stock of the
Corporation, of any series or class, namely, the amount of the assets,
obligations, liabilities and expenses of the Corporation or belonging
to any series or with respect to any class; the amount of the net
income of the Corporation from dividends and interest for any period
and the amount of assets at any time legally available for the payment
of dividends with respect to any series or class; the amount of paid-
in surplus, other surplus, annual or other net profits, or net assets
in excess of capital, undivided profits, or excess of profits over
losses on sales of securities belonging to the Corporation or any
series or class; the amount, purpose, time of creation, increase or
decrease, alteration or cancellation of any reserves or charges and
the propriety thereof (whether or not any obligation or liability for
which such reserves or charges shall have been created shall have been
paid or discharged) with respect to the Corporation or any series or
class; the market value, or any sale, bid or asked price to be applied
in determining the market value, of any security owned or held by the
Corporation; the fair value of any other asset owned by the
Corporation; the number of shares of stock of any series or class
issued or issuable; the existence of conditions permitting the
postponement of payment of the repurchase price of shares of stock of
any series or class or the suspension of the right of redemption as
provided by law; any matter relating to the acquisition, holding and
disposition of
9
<PAGE>
securities and other assets by the Corporation; any question as to
whether any transaction constitutes a purchase of securities on
margin, a short sale of securities, or an underwriting of the sale of,
or participation in any underwriting or selling group in connection
with the public distribution of any securities; and any matter
relating to the issue, sale, repurchase and/or other acquisition or
disposition of shares of stock of any series or class."
SECOND: The Board of Directors of the Corporation on ________, 1996,
duly adopted resolutions in which was set forth the foregoing amendments to the
Articles, declaring that the said amendments of the Articles as proposed were
advisable and directing that they be submitted for action thereon by the
stockholders of the Corporation at a meeting to be held on ___________, 1996.
THIRD: Notice setting forth said amendments of the Articles and
stating that a purpose of the meeting of the stockholders would be to take
action thereon, was given, as required by law, to all stockholders entitled to
vote thereon. The amendments of the Articles as hereinabove set forth were
approved by the stockholders of the Corporation at said meeting by the
affirmative vote of a majority of all the votes entitled to be cast thereon, as
required by the Articles.
FOURTH: The amendments of the Articles hereinabove set forth have
been duly advised by the Board of Directors and approved by the stockholders of
the Corporation.
FIFTH: This Amendment does not increase the number of shares which
the Corporation has authority to issue. Immediately before this Amendment, the
total number of shares of stock which the Corporation had authority to issue was
300,000,000 shares of capital stock of the par value of $1.00 each, having an
aggregate par value of $300,000,000. As amended by this Amendment, the total
number of shares of stock which the Corporation has authority to issue is
300,000,000 shares of capital stock of the par value of $.001 each, having an
aggregate par value of $300,000.
10
<PAGE>
IN WITNESS WHEREOF, Lord Abbett Bond-Debenture Fund, Inc. has caused
these presents to be signed in its name and on its behalf by its President and
witnessed by its Secretary on ____________, 1996.
LORD ABBETT BOND-DEBENTURE FUND, INC.
By: _____________________________
, President
WITNESS:
______________________________
, Secretary
11
<PAGE>
THE UNDERSIGNED, President of Lord Abbett Bond-Debenture Fund, Inc.,
who executed on behalf of the Corporation the foregoing Articles of Amendment,
of which this Certificate is made a part, hereby acknowledges, in the name and
on behalf of said Corporation, the foregoing Articles of Amendment to be the
corporate act of said Corporation and further certifies that, to the best of his
knowledge, information and belief, the matters and facts set forth therein with
respect to the authorization and approval thereof are true in all material
respects under the penalties of perjury.
______________________________
, President
12
Exhibit 1 (c)
Draft--February 20, 1996
LORD ABBETT BOND-DEBENTURE FUND, INC.
ARTICLES OF AMENDMENT
LORD ABBETT BOND-DEBENTURE FUND, INC., a Maryland corporation
(hereinafter called the "Corporation"), hereby certifies to the State Department
of Assessments and Taxation of Maryland, that:
FIRST: The Articles of Incorporation of the Corporation (hereinafter
called the "Articles"), as heretofore amended, are hereby further amended by
specifying the legal name for the existing class of capital stock of the
Corporation, both outstanding shares and unissued shares, as Class A.
SECOND: A majority of the entire Board of Directors of the
Corporation on ________________, 1996, duly adopted resolutions approving the
foregoing amendment to the Articles.
THIRD: The amendment of the Articles hereinabove set forth has been
duly approved by the Board of Directors of the Corporation and is limited to a
change expressly permitted by (S) 2-605 of the General Corporation Law of the
State of Maryland to be made without action of the stockholders.
FOURTH: The Corporation is registered as an open-end company under
the Investment Company Act of 1940, as amended from time to time.
<PAGE>
IN WITNESS WHEREOF, Lord Abbett Bond-Debenture Fund, Inc. has caused
these presents to be signed in its name and on its behalf by its President and
witnessed by its Secretary on ____________, 1996.
LORD ABBETT BOND-DEBENTURE
FUND, INC.
By: _____________________
, President
WITNESS:
______________________________
, Secretary
2
<PAGE>
THE UNDERSIGNED, President of Lord Abbett Bond-Debenture Fund, Inc.,
who executed on behalf of the Corporation the foregoing Articles of Amendment,
of which this Certificate is made a part, hereby acknowledges, in the name and
on behalf of said Corporation, the foregoing Articles of Amendment to be the
corporate act of said Corporation and further certifies that, to the best of his
knowledge, information and belief, the matters and facts set forth therein with
respect to the authorization and approval thereof are true in all material
respects under the penalties of perjury.
______________________________
, President
3
Exhibit 1 (d)
Draft--February 20, 1996
LORD ABBETT BOND-DEBENTURE FUND, INC.
ARTICLES SUPPLEMENTARY
Lord Abbett Bond-Debenture Fund, Inc., a Maryland corporation,
(hereinafter called the "Corporation"), hereby certifies to the State Department
of Assessments and Taxation of Maryland that:
FIRST: The Corporation presently has authority to issue 300,000,000
shares of capital stock, of the par value $.001 each, previously classified and
designated by the Board of Directors as Class A shares.
SECOND: Pursuant to the authority of the Board of Directors to
classify and reclassify unissued shares of stock of the Corporation and to
classify a series into one or more classes of such series, the Board of
Directors hereby classifies and reclassifies 80,000,000 authorized but unissued
Class A shares as Class C shares.
THIRD: Subject to the power of the Board of Directors to classify and
reclassify unissued shares, all shares of the Corporation's Class C stock shall
be invested in the same investment portfolio of the Corporation as the Class A
stock and shall have the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption set forth in Article V of the Articles of Incorporation
of the Corporation (hereafter called the "Articles") and shall be subject to all
other provisions of the Articles relating to stock of the Corporation generally.
FOURTH: The Class C shares aforesaid have been duly classified by the
Board of Directors under the authority contained in the Articles.
<PAGE>
IN WITNESS WHEREOF, Lord Abbett Bond-Debenture Fund, Inc., has caused
these presents to be signed in its name and on its behalf by its President and
witnessed by its Secretary on _____________, 1996.
LORD ABBETT BOND-DEBENTURE
FUND, INC.
By: _____________________
, President
WITNESS:
______________________________
, Secretary
2
<PAGE>
THE UNDERSIGNED, President of Lord Abbett Bond-Debenture Fund, Inc.
who executed on behalf of the Corporation the foregoing Articles Supplementary,
of which this Certificate is made a part, hereby acknowledges, in the name and
on behalf of said Corporation, the foregoing Articles Supplementary to be the
corporate act of said Corporation and further certifies that, to the best of his
knowledge, information and belief, the matters and facts set forth therein with
respect to the authorization and approval thereof are true in all material
respects under the penalties of perjury.
_______________________________
, President
3
EXHIBIT 7(a)
------------
Draft--February 22, 1996
Rule 12b-1 Distribution Plan and Agreement
Lord Abbett Bond-Debenture Fund, Inc. -- Class C Shares
-------------------------------------------------------
RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated as of July 12, 1996
by and between LORD ABBETT BOND-DEBENTURE FUND, INC., a Maryland corporation
(the "Fund"), and LORD ABBETT DISTRIBUTOR LLC, a New York limited liability
company (the "Distributor").
WHEREAS, the Fund is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "Act"); and
the Distributor is the exclusive selling agent of the Fund's Class C shares of
capital stock (the "Shares") pursuant to the Distribution Agreement between the
Fund and the Distributor, dated as of the date hereof, and
WHEREAS, the Fund desires to adopt a Distribution Plan and Agreement
(the "Plan") with the Distributor, as permitted by Rule 12b-1 under the Act,
pursuant to which the Fund may make certain payments to the Distributor for
payment to institutions and persons permitted by applicable law and/or rules to
receive such payments ("Authorized Institutions") in connection with sales of
Shares and for use by the Distributor as provided in paragraph 3 of this Plan,
and
WHEREAS, the Fund's Board of Directors has determined that there is a
reasonable likelihood that the Plan will benefit the Fund and the holders of the
Shares.
NOW, THEREFORE, in consideration of the mutual covenants and of other
good and valuable consideration, receipt of which is hereby acknowledged, it is
agreed as follows:
1. The Fund hereby authorizes the Distributor to enter into
agreements with Authorized Institutions (the "Agreements") which may provide for
the payment to such Authorized Institutions of distribution and service fees
which the Distributor receives from the Fund in order to provide incentives to
such Authorized Institutions (i) to sell Shares and (ii) to provide continuing
information and investment services to their accounts holding Shares and
otherwise to encourage their accounts to remain invested in the Shares. The
Distributor may, from time to time, waive or defer payment of some fees payable
at the time of the sale of Shares provided for under paragraph 2 hereof.
<PAGE>
2. Subject to possible reduction as provided below in this paragraph
2, the Fund shall pay to the Distributor fees (i) at the time of sale of Shares
(a) for services, not to exceed .25 of 1% of the net asset value of the Shares
sold and (b) for distribution, not to exceed .75 of 1% of the net asset value of
the Shares sold; and (ii) at each quarter-end after the first anniversary of the
sale of Shares (a) for services, at an annual rate not to exceed .25 of 1% of
the average annual net asset value of Shares outstanding for one year or more
and (b) for distribution, at an annual rate not to exceed .75 of 1% of the
average annual net asset value of Shares outstanding for one year or more. For
purposes of clause (ii) above, (A) Shares issued pursuant to an exchange for
Class C shares of another Lord Abbett-sponsored fund (or for shares of a fund
acquired by the Fund) will be credited with the time held from the initial
purchase of such other shares when determining how long Shares mentioned in
clause (ii) have been outstanding and (B) payments will be based on Shares
outstanding during any such quarter. Sales in clause (i) above exclude Shares
issued for reinvested dividends and distributions, and Shares outstanding in
clause (ii) above include Shares issued for reinvested dividends and
distributions which have been outstanding for one year or more. The Board of
Directors of the Fund shall from time to time determine the amounts, within the
foregoing maximum amounts, that the Fund may pay the Distributor hereunder. Such
determinations by the Board of Directors shall be made by votes of the kind
referred to in paragraph 10 of this Plan. The service fees mentioned in this
paragraph are for the purposes mentioned in clause (ii) of paragraph 1 of this
Plan and the distribution fees mentioned in this paragraph are for the purposes
mentioned in clause (i) of paragraph 1 and the second sentence of paragraph 3 of
this Plan. The Distributor will monitor the payments hereunder and shall reduce
such payments or take such other steps as may be necessary to assure that (x)
the payments pursuant to this Plan shall be consistent with Article III, Section
26, subparagraphs (d)(2) and (5) of the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. with respect to investment companies
with asset-based sales charges and service fees as the same may be in effect
from time to time and (y) the Fund shall not pay with respect to any Authorized
Institution service fees equal to more than .25 of 1% of the average annual net
asset value of Shares sold by (or attributable to shares sold by) such
Authorized Institution and held in an account covered by an Agreement.
3. The Distributor may use amounts received as distribution fees
hereunder from the Fund to finance any activity which is primarily intended to
result in the sale of Shares including, but not limited to, commissions or other
payments relating to selling or servicing efforts. Without limiting the
generality of the foregoing, the Distributor may apply up to 10 of the total
basis points authorized by the Fund's Board of Directors designated as the
distribution fee referred to in clause (ii)(b) of paragraph 2 to expenses
incurred by the Distributor if such expenses are primarily intended to result in
the sale of Shares. The Fund's Board of Directors (in
2
<PAGE>
the manner contemplated in paragraph 10 of this Plan) shall approve the timing,
categories and calculation of any payments under this paragraph 3 other than
those referred to in the foregoing sentence.
4. The net asset value of the Shares shall be determined as provided
in the Articles of Incorporation of the Fund. If the Distributor waives all or a
portion of fees which are to be paid by the Fund hereunder, the Distributor
shall not be deemed to have waived its rights under this Agreement to have the
Fund pay such fees in the future.
5. The Secretary of the Fund, or in his absence the Chief Financial
Officer, is hereby authorized to direct the disposition of monies paid or
payable by the Fund hereunder and shall provide to the Fund's Board of
Directors, and the Board of Directors shall review, at least quarterly, a
written report of the amounts so expended pursuant to this Plan and the purposes
for which such expenditures were made.
6. Neither this Plan nor any other transaction between the parties
hereto pursuant to this Plan shall be invalidated or in any way affected by the
fact that any or all of the directors, officers, shareholders, or other
representatives of the Fund are or may be "interested persons" of the
Distributor, or any successor or assignee thereof, or that any or all of the
directors, officers, partners, or other representatives of the Distributor are
or may be "interested persons" of the Fund, except as otherwise may be provided
in the Act.
7. The Distributor shall give the Fund the benefit of the
Distributor's best judgment and good faith efforts in rendering services under
this Plan. Other than to abide by the provisions hereof and render the services
called for hereunder in good faith, the Distributor assumes no responsibility
under this Plan and, having so acted, the Distributor shall not be held liable
or held accountable for any mistake of law or fact, or for any loss or damage
arising or resulting therefrom suffered by the Fund or its shareholders, or by
creditors, directors or officers of the Fund; provided however, that nothing
herein shall be deemed to protect the Distributor against any liability to the
Fund or its stockholders by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder, or by reason of the
reckless disregard of its obligations and duties hereunder.
8. This Plan shall become effective on the date hereof, and shall
continue in effect for a period of more than one year from such date only so
long as such continuance is specifically approved at least annually by a vote of
the Board of Directors of the Fund, including the vote of a majority of the
directors who are not "interested persons" of the Fund and who have no direct or
indirect financial interest
3
<PAGE>
in the operation of this Plan or in any agreement related to this Plan, cast in
person at a meeting called for the purpose of voting on such renewal.
9. This Plan may not be amended to increase materially the amount to
be spent by the Fund hereunder without the vote of a majority of its outstanding
voting securities and each material amendment must be approved by a vote of the
Board of Directors of the Fund, including the vote of a majority of the
directors who are not "interested persons" of the Fund and who have no direct or
indirect financial interest in the operation of this Plan or in any agreement
related to this Plan, cast in person at a meeting called for the purpose of
voting on such amendment.
10. Amendments to this Plan other than material amendments of the
kind referred to in the foregoing paragraph 9 of this Plan may be adopted by a
vote of the Board of Directors of the Fund, including the vote of a majority of
the directors who are not "interested persons" of the Fund and who have no
direct or indirect financial interest in the operation of this Plan or in any
agreement related to this Plan. The Board of Directors of the Fund may, by such
a vote, interpret this Plan and make all determinations necessary or advisable
for its administration.
11. This Plan may be terminated at any time without the payment of
any penalty by (a) the vote of a majority of the directors of the Fund who are
not "interested persons" of the Fund and have no direct or indirect financial
interest in the operation of this Plan or in any agreement related to this Plan,
or (b) by a shareholder vote in compliance with Rule 12b-1 and Rule 18f-3 under
the Act as in effect at such time. This Plan shall automatically terminate in
the event of its assignment.
12. So long as this Plan shall remain in effect, the selection and
nomination of those directors of the Fund who are not "interested persons" of
the Fund are committed to the discretion of such disinterested directors. The
terms "interested persons," "assignment" and "vote of a majority of the
outstanding voting securities" shall have the same meaning as those terms are
defined in the Act.
4
<PAGE>
IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and on its behalf by its duly authorized representative
as of the date first above written.
LORD ABBETT BOND-DEBENTURE
FUND, INC.
By:___________________________
Chairman
ATTEST:
___________________________
Assistant Secretary
LORD ABBETT DISTRIBUTOR LLC
By:___________________________
5
MORGAN GUARANTY
Letterhead
February 9, 1996
Lord Abbett Bond-Debenture Fund, Inc.
767 Fifth Avenue
New York, N.Y. 10153
Attention: Mr. Kenneth B. Cutler
Vice President
Dear Sirs:
Pursuant to Section 15 of the Global Custody Agreement, dated October 20,
1993, between Lord Abbett Bond-Debenture Fund (hereinafter called the
"Corporation") and Morgan GuarantyTrust Company of New York (hereinafter called
"Morgan"), Morgan hereby assigns to The Bank of New York (hereinafter called
"successor custodian"), as of January 1, 1996, all its rights and obligations
under such Agreement, and successor custodian hereby agrees with you to be bound
by such Agreement in accordance with its terms.
Sincerely,
____________________ Consented to:
Vice President LORD ABBETT BOND-DEBENTURE FUND
Mutual Funds Division
Agreed and Confirmed By:___________________________
THE BANK OF NEW YORK Vice President
By:________________________
Vice President
<PAGE>
Exhibit 10(b)
Draft -- February 27, 1996
Plans Pursuant to Rule 18f-3(d) under the
Investment Company Act of 1940
Rule 18f-3 (the "Rule") under the Investment Company Act of 1940, as
amended (the "1940 Act"), requires that the Board of Directors or Trustees of an
investment company desiring to offer multiple classes pursuant to the Rule adopt
a plan setting forth the separate arrangement and expense allocation of each
class, and any related conversion features or exchange privileges. This document
constitutes such a plan (individually, a "Plan" and collectively, the "Plans")
of each of the investment companies, or series thereof, listed on Schedule A
attached hereto (each, a "Fund"). The Plan of any Fund is subject to amendment
by action of the Board of Directors or Trustees (the "Board") of such Fund and
without the approval of shareholders of any class, to the extent permitted by
law and by the governing documents of such Fund.
The Board, including a majority of the non-interested Board members,
has determined that the following separate arrangement and expense allocation,
and the related exchange privileges, of each class of each Fund are in the best
interest of each class of each Fund individually and each Fund as a whole:
<PAGE>
1. Class Designation. Fund shares shall initially be divided into
-----------------
Class A shares and Class C shares.
2. Sales Charges and Distribution and Service Fees.
-----------------------------------------------
(a) Initial Sales Charge. Class A shares will be traditional front-
--------------------
end sales charge shares, offered at their net asset value ("NAV") plus a sales
charge in the case of each Fund as described in such Fund's Prospectus as from
time to time in effect.
Class C shares will be offered at their NAV without an initial sales
charge.
(b) Service and Distribution Fees. In respect of the Class A shares
-----------------------------
and Class C shares, each Fund will pay service and distribution fees under plans
adopted for such classes pursuant to Rule 12b-1 under the 1940 Act (each a "12b-
1 Plan").
Pursuant to a 12b-1 Plan with respect to the Class A shares, if
effective, each Fund will pay (i) at the time such shares are sold, a one-time
-
distribution fee of up to 1% of the NAV of the shares sold in the amount of $1
million or more, including sales qualifying at such level under the rights of
accumulation and statement of intention privileges, or to retirement plans with
100 or more eligible employees, as described in the Fund's Prospectus as from
time to time in effect, (ii) a continuing distribution fee
--
2
<PAGE>
at an annual rate of 0.10% of the average daily NAV of the Class A share
accounts of dealers who meet certain sales and redemption criteria, and (iii) a
---
continuing service fee at an annual rate not to exceed 0.25% of the average
daily NAV of the Class A shares. The Board will have the authority to increase
the distribution fees payable under such 12b-1 Plan by a vote of the Board,
including a majority of the independent directors thereof, up to an annual
rate of 0.50% of the average daily NAV of the Class A shares. The effective
dates of various of the 12b-1 Plans for the Class A shares are based on
achievement by the Funds of specified total NAV's for the Class A shares of each
Fund.
Pursuant to a 12b-1 Plan with respect to the Class C shares, each Fund will
pay a one-time service and distribution fee at the time such shares are sold of
up to 1% of their NAV and a continuing annual fee, commencing 12 months after
the first anniversary of such sale, of up to 1% of the average annual NAV of
such shares then outstanding (each fee comprised of .25% in service fees and
.75% in distribution fees).
(c) Contingent Deferred Reimbursement Charges ("CDRC"). Subject to some
--------------------------------------------------
exceptions, Class A shares subject to the one-time sales distribution fee of up
to 1% under the Rule 12b-1 Plan for the Class A shares will be subject to a CDRC
equal to 1% of the lower of the cost or then NAV of such shares if the shares
are redeemed for cash
3
<PAGE>
on or before the end of the twenty-fourth month after the month in which the
shares were purchased.
Class C shares will be subject to a CDRC equal to 1% of the lower of the
cost or then NAV of the shares if the shares are redeemed for cash before the
first anniversary of their purchase.
3. Liability and Expense Allocation. The following expenses and
--------------------------------
liabilities therefor shall be allocated, to the extent such expenses can
reasonably be identified as relating to a particular class, on a class-specific
basis: (a) fees under a 12b-1 Plan applicable to a specific class (net of any
CDRC paid with respect to shares of such class and retained by the Fund) and any
other costs relating to implementing or amending such Plan, including obtaining
shareholder approval of such Plan or any amendment thereto; (b) transfer and
shareholder servicing agent fees and shareholder servicing costs identifiable as
being attributable to the particular provisions of a specific class; (c)
stationery, printing, postage and delivery expenses related to preparing and
distributing materials such as shareholder reports, prospectuses and proxy
statements to current shareholders of a specific class; (d) Blue Sky
registration fees incurred by a specific class; (e) Securities and Exchange
Commission registration fees incurred by a specific class; (f) Board fees or
expenses identifiable as
4
<PAGE>
being attributable to a specific class; (g) auditor's fees and expense relating
solely to a specific class; (h) litigation expenses and legal fees and expense
relating solely to a specific class; (i) expenses incurred in connection with
shareholders meetings as a result of issues relating solely to a specific class
and (j) other expenses relating solely to a specific class. All such
liabilities and expenses incurred by a class of shares will be charged directly
to the net assets of the particular class and thus will be borne on a pro rata
basis by the outstanding shares of such class.
4. Dividends. Dividends paid by a Fund as to each class of its shares, to
---------
the extent any dividends are paid, will be calculated in the same manner, will
be paid at the same time, and will be in the same amount, except that any
liabilities and expenses allocated to a class as provided above will be borne
exclusively by that class.
5. Net Asset Values. The NAV of each share of a class of a Fund shall be
----------------
determined in accordance with the Articles of Incorporation or Declaration of
Trust of such Fund with appropriate adjustments to reflect the differing
allocations of liabilities and expenses of such Fund between its classes as
provided above. [Attached hereto as Exhibit
5
<PAGE>
A is a sample calculation of the NAV's of a Class A share and a Class C share.]
6. Conversion Features. Subject to amendment by the Board, no class of
-------------------
shares shall be subject to any automatic conversion feature at this time.
7. Exchange Privileges. Except as set forth in the Fund's prospectus,
-------------------
shares of any class of a Fund may be exchanged, at the holder's option, for
shares of the same class of another Fund, or other Lord Abbett-sponsored fund or
series thereof, without the imposition of any sales charge, fee or other charge.
Each Plan is qualified by and subject to the terms of the then current
prospectus for the applicable Fund; provided, however, that none of the terms
set forth in any such prospectus shall be inconsistent with the terms contained
herein. The prospectus for each Fund contains additional information about that
Fund's classes and its multiple-class structure.
Each Plan is being adopted for a Fund with the approval of, and all
material amendments thereto must be approved by, a majority of the Board of such
Fund, including a majority of the Board who are not interested persons of the
Fund.
6
<PAGE>
The Lord Abbett - Sponsored Funds
Establishing Multi-Class Structures
-----------------------------------
Lord Abbett Affiliated Fund, Inc.
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett Global Fund, Inc.
Equity Series
Income Series
Lord Abbett Investment Trust
Lord Abbett Balanced Series
Lord Abbett Limited Duration U.S. Government Securities Series
Lord Abbett U.S. Government Securities Series
Lord Abbett Securities Trust
Lord Abbett Growth & Income Trust
Lord Abbett Tax-Free Income Fund, Inc.
California Series
National Series
New York Series
Lord Abbett Tax-Free Income Trust
Florida Series
Lord Abbett U.S. Government Securities Money Market Fund, Inc.
<PAGE>
EXHIBIT 11
Draft--February 27, 1996
[Debevoise & Plimpton Letterhead]
Lord Abbett Bond-Debenture Fund, Inc.
The General Motors Building
767 Fifth Avenue
New York, New York 10153
Lord Abbett Bond-Debenture Fund, Inc.
Registration Statement on Form N-14
-------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Lord Abbett Bond Debenture Fund, Inc. (the
"Registrant"), a Maryland corporation, in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, of a Registration Statement on Form N-14 (File No. 811-2145)
the "Registration Statement"), relating to the issuance of shares of the capital
stock of the Registrant.
Such shares are to be established and designated as the Class C shares
(the "Class C shares"). The Class C shares are to be issued to Lord Abbett Bond-
Debenture Trust (the "Acquired Trust"), a series of Lord Abbett Securities Trust
(the "Securities Trust"), a Delaware business trust, pursuant to an Agreement
and Plan of Reorganization (the
<PAGE>
Lord Abbett Bond-Debenture Fund, Inc.
Page 2
"Acquired Trust Plan") between the Securities Trust, on behalf of the Acquired
Trust, and the Registrant substantially in the form of Exhibit A included in
Part A of the Registration Statement. Such issuance of the Class C shares is to
be made in connection with the acquisition by the Registrant of the assets of,
and the assumption by the Registrant of the liabilities of, the Acquired Trust.
In so acting, we have examined and relied upon the originals, or
copies certified or otherwise identified to our satisfaction, of such documents,
records, certificates and other instruments and have made such other
investigations as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below. We have not, however, undertaken any
independent investigation of any factual matter set forth in any of the
foregoing.
Based on the foregoing, we are of the following opinion:
Assuming that the Acquired Trust and the Registrant duly execute and
deliver the Acquired Trust Plan, that the Acquired Trust Plan and the
reorganization provided for thereby are duly approved by the shareholders
of the Acquired Trust, that the transactions contemplated by the Acquired
Trust Plan are duly consummated and that the charter documents
substantially in the forms of Exhibits 1(b), 1(c) and 1(d) to the
Registration Statement are duly approved and filed with the State
Department of Assessments and Taxation of Maryland, the Class C shares
issued pursuant to the Acquired Trust Plan will be legally issued, fully
paid and non-assessable.
This opinion is limited solely to the federal law of the United States
and the Maryland General Corporation Law as in effect on the date hereof and the
relevant facts that exist as of the date hereof. Without limiting the
generality of the foregoing, we express no opinion concerning other laws of the
State of Maryland, including the securities laws of such state, or the laws of
any other jurisdiction other than the United States. No assurance can be given
that the law or facts will not change, and we have not undertaken to advise you
or any other person with respect to any event subsequent to the date hereof.
<PAGE>
Lord Abbett Bond-Debenture Fund, Inc.
Page 2
We are delivering this opinion to you and, without our prior written
consent, no other persons are entitled to rely on this opinion. We consent to
the filing of this opinion as an Exhibit to the Registration Statement. In
giving such consent, we do not thereby concede that we are within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933 or the Rules and Regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
<PAGE>
Exhibit 12
----------
Draft-February 12, 1996
[D&P Letterhead]
[Dated as of the Closing Date]
Lord Abbett Bond-Debenture Fund, Inc.
The General Motors Building
767 Fifth Avenue
New York, New York 10153
Lord Abbett Securities Trust
The General Motors Building
767 Fifth Avenue
New York, New York 10153
Agreement and Plan of Reorganization
dated as of _______ __, 1996
by and between
Lord Abbett Bond-Debenture Fund, Inc.,
and Lord Abbett Securities Trust
on behalf of its series, Lord Abbett Bond-Debenture Trust
---------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Lord Abbett Bond-Debenture Fund, Inc., a
Maryland corporation,("Acquiring Fund"), and Lord Abbett Securities Trust, a
Delaware business trust (the "Trust"), acting on behalf of its series, Lord
Abbett Bond-Debenture Trust ("Acquired Fund"), in connection with the proposed
acquisition (the "Reorganization") of all of the assets of Acquired Fund by
<PAGE>
Lord Abbett
Bond-Debenture Fund, Inc.
Lord Abbett Securities Trust 2 [Date of the Closing]
Acquiring Fund pursuant to the Agreement and Plan of Reorganization dated as of
_______ __, 1996, by and between Acquiring Fund and the Trust on behalf of
Acquired Fund (the "Reorganization Agreement").
In so acting, we have participated in the preparation of the
Reorganization Agreement and the preparation and filing by Acquiring Fund with
the Securities and Exchange Commission on February __, 1996 of a Registration
Statement on Form N-14, containing a Proxy Statement and Prospectus relating to
the proposed Reorganization and to the shares of common stock of Acquiring Fund
to be issued to Acquired Fund shareholders in the Reorganization pursuant to the
Reorganization Agreement.
As required by Section 8.5 of the Reorganization Agreement, you have
requested that we render the opinion set forth below. In rendering such opinion,
we have examined and relied upon the accuracy as of the date hereof of the
representations and warranties as to factual matters set forth in the documents
referred to above and the Letters of Representation, dated as of the date
hereof, that you have provided to us, copies of which are attached hereto. We
have also examined the originals, or copies certified or otherwise identified to
our satisfaction, of such records, documents, certificates or other instruments
as in our judgment are necessary or appropriate to enable us to render the
opinions set forth below. We have not, however, undertaken any independent
investigation of any factual matter set forth in any of the foregoing.
Subject to the foregoing and to the qualifications and limitations set
forth herein, and assuming that the Reorganization is consummated in accordance
with the Reorganization Agreement and as described in the Registration
Statement, we are of the opinion that for United States federal income tax
purposes:
1. The acquisition by Acquiring Fund of all of the assets of Acquired
Fund solely in exchange for the issuance of Acquiring Fund shares to
Acquired Fund and the assumption of all of the Acquired Fund liabilities by
Acquiring Fund, followed by the distribution by Acquired Fund, in
<PAGE>
Lord Abbett
Bond-Debenture Fund, Inc.
Lord Abbett Securities Trust 3 [Date of the Closing]
complete liquidation, of the Acquiring Fund shares to Acquired Fund
shareholders in exchange for their Acquired Fund shares, will be treated as
a "reorganization" within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended (the "Code").
2. Acquiring Fund and Acquired Fund will each be "a party to the
reorganization" within the meaning of Section 368(b) of the Code.
3. No gain or loss will be recognized by Acquired Fund upon the
transfer of Acquired Fund's assets to Acquiring Fund in exchange for
Acquiring Fund shares and the assumption by Acquiring Fund of the
liabilities of Acquired Fund or upon the distribution of Acquiring Fund
shares to Acquired Fund's shareholders.
4. No gain or loss will be recognized by Acquiring Fund upon the
receipt of the assets of Acquired Fund in exchange for Acquiring Fund
shares and the assumption by Acquiring Fund of the liabilities of Acquired
Fund.
5. No gain or loss will be recognized by shareholders of Acquired
Fund upon the exchange of their Acquired Fund shares for Acquiring Fund
shares.
6. The aggregate tax basis of the Acquiring Fund shares received by
any Acquired Fund shareholder pursuant to the Reorganization will be the
same as the aggregate tax basis of the Acquired Fund shares held by such
shareholder immediately prior to the Reorganization, and the holding period
for the Acquiring Fund shares to be received by any Acquired Fund
shareholder will include the period during which the Acquired Fund shares
exchanged therefor were held by such shareholder (provided that the
Acquired Fund shares are held as capital assets on the date of the
Reorganization).
7. The tax basis of Acquired Fund's assets acquired by Acquiring Fund
will be the same as the tax basis of such assets to Acquired Fund
immediately prior
<PAGE>
Lord Abbett
Bond-Debenture Fund, Inc.
Lord Abbett Securities Trust 4 [Date of the Closing]
to the Reorganization, and the holding period of the assets of Acquired
Fund in the hands of Acquiring Fund will include the period during which
those assets were held by Acquired Fund.
This opinion is limited solely to the federal law of the United States
as in effect on the date hereof and the relevant facts that exist as of the date
hereof. No assurance can be given that the law or facts will not change, and we
have not undertaken to advise you or any other person with respect to any event
subsequent to the date hereof.
We are delivering this opinion to you and, without our prior written
consent, no other persons are entitled to rely on this opinion.
Very truly yours,
<PAGE>
[LOGO OF DEBEVOISE & PLIMPTON APPEARS HERE]
March 1, 1996
Lord Abbett Bond-Debenture Fund
The General Motors Building
767 Fifth Avenue
New York, New York 10153
Lord Abbett Securities Trust
The General Motors Building
767 Fifth Avenue
New York, New York 10153
Ladies and Gentlemen:
We hereby consent to the filing of the draft opinion attached hereto as an
exhibit to the Registration Statement on Form N-14, to be filed by Lord Abbett
Bond-Debenture Fund, Inc. ("Acquiring Fund"), a Maryland corporation, with the
Securities and Exchange Commission, containing a Proxy Statement and Prospectus
relating to (i) the proposed acquisition (the "Reorganization") of all of the
-
assets of Lord Abbett Bond-Debenture Trust ("Acquired Fund"), a series of Lord
Abbett Securities Trust, a Delaware business trust (the "Trust"), by Acquiring
Fund pursuant to an Agreement and Plan of Reorganization to be entered into by
and between Acquiring Fund and the Trust on behalf of Acquired Fund and (ii) the
--
shares of common stock of Acquiring Fund to be issued to Acquired Fund
shareholders in the Reorganization. We also hereby consent to the use of our
name under the caption "Information About the Reorganization -- Federal Income
Tax Consequences" in the Registration Statement. In giving such consent, we do
not thereby concede that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the Rules and
Regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/S/ DEBEVOISE & PLIMPTON
CONSENT OF INDEPENDENT AUDITORS
We consent to the use in this Registration Statement on Form N-14 of Lord Abbett
Bond- Debenture Fund, Inc. of our reports on the financial statements of the
Lord Abbett Bond-Debenture Fund, Inc. dated February 9, 1996, and Lord Abbett
Securities Trust- Bond-Debenture Trust dated December 8, 1995, which are
contained in the respective 1995 Annual Reports and are incorporated by
reference in such Registration Statement. We also consent to the references to
us under the headings "Financial Highlights" in the Prospectus and to the
references to us under the headings of "Investment Advisory and Other Services"
and "Financial Statements" in the Statement of Additional Information of Lord
Abbett Bond-Debenture Fund, Inc. dated May 1, 1995 and Lord Abbett Securities
Trust - Bond-Debenture Trust dated December 27, 1994, which are incorporated by
reference in such Registration Statement.
DELOITTE & TOUCHE LLP
New York, New York
February 29, 1996
Exhibit 14(b)
January 26, 1996
BY HAND DELIVERY
- - - - - ----------------
Internal Revenue Service
Associate Chief Counsel (Domestic)
1111 Constitution Avenue, N.W.
Washington, D.C. 20224
Attention: CC:DOM:FIP2
- - - - - --------- Susan Baker
Room 4316
Re: TR-31-2400-95
Request for Rulings Under
Sections 562 and 852(b)(2)(D)
-----------------------------
Dear Associate Chief Counsel (Domestic):
By letter dated October 19, 1995 (the "Original Request"), the Lord
Abbett funds listed on Schedule A thereto requested that the Internal Revenue
Service issue rulings (1) that the dividends paid on each class of shares issued
-
by them will be eligible for the dividends-paid deduction under sections 561 and
852(b)(2)(D) of the Internal Revenue Code and (2) that the creation of multiple
-
classes of shares will not affect the classification of any such fund as a
regulated investment company under section 851(a) and (h) of the Code.
<PAGE>
Internal Revenue Service 2 January 26, 1996
We now wish to request that you issue similar rulings with respect to
two additional funds, Growth and Income Trust of Lord Abbett Securities Trust
and the Small-Cap Series of Lord Abbett Research Fund, Inc. All defined terms
in this request have the meanings set forth in the Original Request.
Growth and Income Trust
-----------------------
Growth and Income Trust (TIN 13-3731505) is a series of Lord Abbett
Securities Trust ("Securities Trust"), an open-end management investment company
organized as a Delaware business trust on February 26, 1993. Securities Trust
is registered as an open-end management investment company under the 1940 Act.
A copy of Securities Trust's most recent Post-Effective Amendment to its
Registration Statement on Form N-1A, dated June 15, 1995, is attached as Exhibit
N.
Growth and Income Trust is diversified and has met and intends to
continue to meet the diversification rules under Subchapter M of the Internal
Revenue Code. Its taxable year ends on October 31. The investment objective of
Growth and Income Trust is long-term growth of capital and income without
excessive fluctuations in market value. It normally invests in common stocks of
large, seasoned companies in sound financial condition which are expected to
show above-average price appreciation.
Growth and Income Trust currently has outstanding only a single class
of shares. All shares have equal voting rights and equal rights with respect to
dividends, assets, and liquidation. They are fully paid and non-assessable when
issued and have no preemptive or conversion rights. There are no restrictions
on transfer.
Growth and Income Trust has adopted a Rule 12b-1 Plan. Under the 12b-
1 Plan, Growth and Income Trust pays Lord Abbett (1) a service fee and a
-
distribution fee, at the time shares are sold, not to exceed .25% and .75%,
respectively, of the net asset value of such shares and (2) at each quarter-end
-
after the first anniversary of the sale of shares, fees for services and
distribution at annual rates not to exceed .25% and .75%, respectively, of the
average annual net asset value of such shares outstanding (payments with respect
to shares
<PAGE>
Internal Revenue Service 3 January 26, 1996
not outstanding during the full quarter are prorated). Sales in clause (1)
exclude shares issued for reinvested dividends and distributions and shares
outstanding in clause (2) include shares issued for reinvested dividends and
distributions after the first anniversary of their issuance. Lord Abbett may
retain from the quarterly distribution fee, for the payment of distribution
expenses incurred directly by it, an amount not to exceed .10% of the average
annual net asset value of such shares outstanding. No dealer shall receive for
service more than .25% of the average annual net asset value of shares sold by
the dealer. Lord Abbett is required to pay the sales distribution fee to
dealers as compensation for selling Growth and Income Trust's shares.
If shares of Growth and Income Trust are redeemed for cash before the
first anniversary of their purchase, the redeeming shareholder will be required
to pay a contingent deferred reimbursement charge of 1% of the lower of cost or
the then net asset value of the shares redeemed. If the shares are exchanged
into another series of Securities Trust or Lord Abbett U.S. Government
Securities Money Market Fund ("GSMMF") and subsequently redeemed before the
first anniversary of their original purchase, the charge will be collected by
the other series or GSMMF for Growth and Income Trust.
The Small-Cap Series
--------------------
The Small-Cap Series (TIN 13-3862601) is a newly-organized series of
Research Fund, which is described at page 9 of the Original Request. It plans
to begin offering its shares on or after February 20, 1996. The Small-Cap
Series intends to qualify as a regulated investment company under Subchapter M
of the Internal Revenue Code. The Small Cap Series' taxable year ends on
November 30. The investment objective of the Small-Cap Series is to seek long-
term capital appreciation through investments primarily in equity securities
which are believed to be undervalued in the marketplace. A copy of Research
Fund's most recent amendment to its Form N-1A describing the Small-Cap Series,
which was filed with the Securities and Exchange Commission on December 7, 1995,
is attached as Exhibit O.
The Small-Cap Series currently has outstanding only a single class of
shares, $.001 par value. All shares have
<PAGE>
Internal Revenue Service 4 January 26, 1996
equal voting rights and equal rights with respect to dividends, assets, and
liquidation. They are fully paid and nonassessable when issued and have no
preemptive or conversion rights. There are no restrictions on transfer.
As stated in the Original Request, Research Fund has not adopted a
Rule 12b-1 Plan.
The Statement of Facts, Rulings Requested, Discussion and Procedural
Statements with respect to Growth and Income Trust and the Small-Cap Series are
otherwise as set forth in the Original Request, except that "Revenue Procedure
96-1" is substituted for "Revenue Procedure 95-1" and the check for the user fee
specified in section 14.02 and Appendix A of Revenue Procedure 96-1 is endorsed
in the amount of $300.
Respectfully submitted,
Seth L. Rosen
<PAGE>
October 19, 1995
BY HAND DELIVERY
- - - - - ----------------
Internal Revenue Service
Associate Chief Counsel (Domestic)
1111 Constitution Avenue, N.W.
Washington, D.C. 20224
Attention: CC:DOM:FI&P
- - - - - ---------
Request for Rulings Under
Sections 562 and 852(b)(2)(D)
-----------------------------
The Lord Abbett funds listed on Schedule A (collectively, the "Lord
Abbett Funds" or the "Funds") hereby request that the Internal Revenue Service
(the "Service") issue rulings (1) that the dividends paid on each class of
-
shares issued by them will be eligible for the dividends-paid deduction under
sections 561 and 852(b)(2)(D) of the Internal Revenue Code (the "Code") and (2)
-
that the creation of multiple classes of shares will not affect the
classification of any Fund as a regulated investment company under section
851(a) and (h) of the Code.
<PAGE>
Internal Revenue Service 2 October 19, 1995
STATEMENT OF FACTS
------------------
THE FUNDS
- - - - - ---------
The principal office of each of the Lord Abbett Funds is located at
The General Motors Building, 767 Fifth Avenue, New York, New York 10153-0203
(telephone number (212) 848-1800). Each of the Lord Abbett Funds files its tax
returns with the Internal Revenue Service Center in Holtsville, New York and is
subject to the audit jurisdiction of the District Director, Manhattan District,
New York, New York.
The Investment Manager for each of the Lord Abbett Funds is Lord,
Abbett & Co. ("Lord Abbett"), a partnership organized under the laws of New
York, located at The General Motors Building, 767 Fifth Avenue, New York, New
York 10153-0203 (Taxpayer ID No. 13-5620131). Pursuant to a Distribution
Agreement for each Fund, Lord Abbett also acts as the distributor of the shares
for each of the Funds (other than Lord Abbett Research Fund Inc.).
AFFILIATED FUND, INC. (TIN 13-6020600) ("Affiliated Fund") is a
diversified, open-end management investment company re-organized in 1934 and
incorporated under the laws of Maryland on November 26, 1975. The fund is
registered as a diversified, open-end management investment company under the
Investment Company Act of 1940, 15 U.S.C. (S) 80a-1 et seq. (the "1940 Act"). A
copy of Affiliated Fund's most recent Post-Effective Amendment to its
Registration Statement on Form N-1A, dated March 1, 1995 containing the fund's
Prospectus and Statement of Additional Information, is attached as Exhibit A.
Affiliated Fund currently has a single class of shares, $1.25 par
value, with equal rights as to voting, dividends, assets and liquidation. There
are no conversion or preemptive rights, and no restrictions on transfer.
Affiliated Fund qualifies as a regulated investment company under Subchapter M
of the Internal Revenue Code. Its taxable year ends on October 31. The
investment objective of Affiliated Fund is long-term growth of capital and
income without excessive fluctuations in market value.
<PAGE>
Internal Revenue Service 3 October 19, 1995
Affiliated Fund has adopted a distribution plan pursuant to Rule 12b-
1, 17 C.F.R. 270.12b-1, promulgated pursuant to Section 12(b) of the 1940 Act (a
"12b-1 Plan"). Under its 12b-1 Plan, Affiliated Fund pays Lord Abbett (1) an
-
annual service fee (payable quarterly) of .15% of the average daily net asset
value of Affiliated Fund's shares sold by dealers prior to June 1, 1990 and .25%
of the average daily net asset value of shares sold by dealers on or after that
date and (2) a one-time 1% sales distribution fee, at the time of sale, on all
-
sales of over $1 million by dealers, including sales qualifying at such level
under the rights of accumulation and statement of intention privileges./1/
Lord Abbett is required to pay the sales distribution fee to dealers as
compensation for selling Affiliated Fund's shares.
LORD ABBETT BOND-DEBENTURE FUND, INC. (TIN 13-2669319) ("Bond Fund")
is a diversified, open-end management investment company incorporated under the
laws of Maryland on January 23, 1976. Bond Fund is registered as a diversified,
open-end management investment company under the 1940 Act. A copy of the fund's
most recent Post-
_____________________
1. For each of the Funds, each holder of Fund shares on which the 1% sales
distribution fee has been paid is required to pay to the Fund a contingent
deferred reimbursement charge of 1% of the original cost or the then net asset
value, whichever is less, of all shares so purchased which are redeemed out of
the Lord Abbett Funds on or before the end of the twenty-fourth month after the
month in which the purchase occurred (subject to certain exceptions, including
certain redemptions by tax-qualified plans under Section 401 of the Internal
Revenue Code). If the shares have been exchanged into another Lord Abbett Fund
and are thereafter redeemed out of the Lord Abbett family on or before the end
of such twenty-fourth month, the charge will be collected for the initial Fund
by the other Fund. Each Fund also collects such a charge for other Lord Abbett
Funds in similar situations. Shares of a Fund or series on which the 1% sales
distribution fee has been paid may not be exchanged into a Fund or series with a
Rule 12b-1 Plan for which the payment provisions have not been in effect for at
least one year.
<PAGE>
Internal Revenue Service 4 October 19, 1995
Effective Amendment to its Registration Statement on Form N-1A, dated May 1,
1995, is attached as Exhibit B.
Bond Fund currently has outstanding a single class of shares, $1.00
par value, with equal rights as to voting, dividends, assets and liquidation.
The shares are fully paid and nonassessable when issued and have no preemptive
or conversion rights. There are no restrictions on transfer. Bond Fund qualifies
as a regulated investment company under Subchapter M of the Internal Revenue
Code. Its taxable year ends on December 31. The investment objective of Bond
Fund is high current income and the opportunity for capital appreciation to
produce a high total return through a professionally-managed portfolio
consisting primarily of convertible and discount debt securities, many of which
are lower-rated.
Bond Fund has adopted a Rule 12b-1 Plan. Under its Rule 12b-1 Plan,
Bond Fund pays Lord Abbett (1) an annual service fee (payable quarterly) of
-
.25 % of the average daily net asset value of Bond Fund's shares sold by dealers
on or after June 1, 1990 and .15% of the average daily net asset value of shares
sold by dealers prior to that date and (2) a one-time 1% sales distribution fee,
-
at the time of sale, on all sales over $1 million by dealers, including sales
qualifying at such level under the rights of accumulation and statement of
intention privileges. Lord Abbett is required to pay the sales distribution fee
to dealers as compensation for selling Bond Fund shares.
LORD ABBETT CALIFORNIA TAX-FREE INCOME FUND, INC. (TIN 13-3271131)
("California Fund") is a diversified, open-end management investment company
incorporated under the laws of Maryland on May 21, 1985. California Fund is
registered as a diversified, open-end management investment company under the
1940 Act. A copy of the fund's most recent Post-Effective Amendment to its
Registration Statement on Form N-1A, dated January 1, 1995, is attached as
Exhibit C.
California Fund has a single class of shares, $.001 par value, with
equal rights as to voting, dividends, assets and liquidation. They are fully
paid and nonassessable when paid for and issued and have no preemptive or
conversion rights. There are no restrictions
<PAGE>
Internal Revenue Service 5 October 19, 1995
on transfer. California Fund qualifies as a regulated investment company under
Subchapter M of the Internal Revenue Code. Its taxable year ends on August 31.
The investment objective of California Fund is to seek as high a level of
interest income exempt from both federal income tax and California personal
income tax as is consistent with preservation of capital by investing primarily
in a diversified portfolio of California municipal bonds.
California Fund has adopted a Rule 12b-1 Plan whereby California Fund
pays Lord Abbett (1) an annual fee for services (payable quarterly) of .25% of
-
the average daily net asset value of shares sold by dealers and (2) a one-time
-
1% sales distribution fee, at the time of sale, on all sales over $1 million by
dealers, including sales qualifying at such level under the rights of
accumulation and statement of intention privileges. Lord Abbett is required to
pay the sales distribution fee to dealers as compensation for selling California
Fund's shares.
LORD ABBETT DEVELOPING GROWTH FUND, INC. (TIN 13-2755091) ("Growth
Fund") is a diversified, open-end management investment company incorporated
under the laws of Maryland on August 21, 1978 and its predecessor corporation
was organized on July 11, 1973. Growth Fund is registered as a diversified,
open-end management investment company under the 1940 Act. A copy of Growth
Fund's most recent Post-Effective Amendment to its Registration Statement on
Form N-1A, dated June 1, 1995, is attached as Exhibit D.
Growth Fund has a single class of shares, $1.00 par value, with equal
rights to voting, dividends, assets, and liquidation. There are no conversion or
preemptive rights and no restrictions on transfer. Growth Fund qualifies as a
regulated investment company under Subchapter M of the Internal Revenue Code.
Its taxable year ends on January 31. The investment objective of Growth Fund is
long-term growth of capital through a diversified and actively-managed portfolio
consisting of developing growth companies, many of which are traded over the
counter.
Growth Fund has adopted a Rule 12b-1 Plan. Under the 12b-1 Plan,
Growth Fund pays Lord Abbett (1) an annual service fee (payable quarterly) of
-
.25% of the average daily net asset value of Growth Fund's shares sold by
dealers on
<PAGE>
Internal Revenue Service 6 October 19, 1995
or after June 1, 1990 and .15% of the average daily net asset value of shares
sold by dealers prior to that date and (2) a one-time 1% sales distribution fee,
-
at the time of sale, on all sales over $1 million by dealers, including sales
qualifying at such level under the rights of accumulation and statement of
intention privileges. Lord Abbett is required to pay the sales distribution fee
to dealers as compensation for selling Growth Fund's shares.
LORD ABBETT FUNDAMENTAL VALUE FUND, INC. (TIN 13-3342841)
("Fundamental Value Fund") is a diversified, open-end management investment
company incorporated under the laws of Maryland on March 26, 1986. Fundamental
Value Fund is registered as a diversified, open-end management investment
company under the 1940 Act. A copy of the fund's most recent Post-Effective
Amendment to its Registration Statement on Form N-1A, dated November 1, 1994, is
attached as Exhibit E.
All of Fundamental Value Fund's shares are of a single class and each
has a par value of $.10. All shares have equal noncumulative voting rights and
equal rights with respect to dividends, assets and liquidation. There are no
conversion or preemptive rights, and no restrictions on transfer. Fundamental
Value Fund qualifies as a regulated investment company under Subchapter M of the
Internal Revenue Code. Its taxable year ends on June 30. The investment
objectives of Fundamental Value Fund are growth of capital and growth of income
consistent with reasonable risk. Production of current income is a secondary
consideration.
Fundamental Value Fund has adopted a Rule 12b-1 Plan. The 12b-1 Plan
provides for the payment to Lord Abbett of (1) an annual service fee (payable
-
quarterly) of .25% of the average daily net asset value of Fundamental Value
Fund shares sold by dealers, and (2) a one-time 1% sales distribution fee, at
-
the time of sale, on all sales over $1 million by dealers, including sales
qualifying at such level under the rights of accumulation and statement of
intention privileges. Lord Abbett is required to pay the full amount of the
sales distribution fees to dealers as compensation for selling Fundamental Value
Fund's shares.
<PAGE>
Internal Revenue Service 7 October 19, 1995
LORD ABBETT GLOBAL FUND, INC. ("Global Fund") is a diversified, open-
end management investment company incorporated under the laws of Maryland on
February 23, 1988. The fund is registered as a diversified, open-end management
investment company under the 1940 Act. A copy of the fund's most recent Post-
Effective Amendment to its Registration Statement on Form N-1A, dated May 1,
1995, is attached as Exhibit F.
Global Fund is organized as a series fund, currently comprised of two
separate portfolios, EQUITY SERIES (TIN 13-3460109) and INCOME SERIES (TIN 13-
3460111). Each series qualifies as a regulated investment company under
Subchapter M of the Internal Revenue Code. Each series' taxable year ends on
December 31. The investment objective of Equity Series is long-term growth of
capital and income consistent with reasonable risk. The production of current
income is a secondary consideration for Equity Series. The investment objective
of Income Series is high current income consistent with reasonable risk. Capital
appreciation is a secondary consideration for Income Series.
Lord Abbett has entered into an agreement with Dunedin Fund Managers
Limited, under which it provides Lord Abbett with advice with respect to that
portion of Global Fund's assets invested in foreign countries.
Each series currently has outstanding only a single class of shares
and each share has a par value of $.001. Within each series, all shares have
equal rights as to voting, dividends, assets and liquidation. There are no
conversion or preemptive rights, and no restrictions on transfer.
Global Fund has adopted a Rule 12b-1 Plan. Under the 12b-1 Plan,
Global Fund pays to Lord Abbett (1) an annual service fee (payable quarterly) of
-
.25% of the average daily net asset value of Global Fund's shares sold by
dealers and (2) a one-time 1% sales distribution fee, at the time of sale, on
-
all sales over $1 million by dealers on or after June 1, 1990, including sales
qualifying at that level under the rights of accumulation and statement of
intention privileges. Lord Abbett is required to pay the full amount of the
sales distribution fees to dealers as compensation for selling Global Fund's
shares.
<PAGE>
Internal Revenue Service 8 October 19, 1995
LORD ABBETT INVESTMENT TRUST ("Investment Trust"), is a diversified,
open-end management investment company organized as a Delaware business trust on
August 16, 1993. Investment Trust is registered as a diversified, open-end
management investment company under the 1940 Act. A copy of the fund's most
recent Post-Effective Amendment to its Registration Statement on Form N-1A,
dated June 15, 1995, is attached as Exhibit G.
Investment Trust is organized as a series fund, currently comprised of
two separate portfolios, LIMITED DURATION U.S. GOVERNMENT SECURITIES SERIES (TIN
13-3731507) and BALANCED SERIES (TIN 13-3799450). Each series qualifies as a
regulated investment company under Subchapter M of the Internal Revenue Code.
Each series' taxable year ends on October 31. The investment objective of
Limited Duration U.S. Government Securities Series is to seek a high income from
a portfolio consisting primarily of limited duration U.S. government securities.
The investment objective of Balanced Series is to seek current income and
capital growth.
Each series currently has outstanding only a single class of shares.
Each share has no par value. Within each series, all shares have equal rights as
to voting, dividends, assets and liquidation. There are no conversion or
preemptive rights, and no restrictions on transfer.
Investment Trust has adopted a Rule 12b-1 Plan. Under the 12b-1 Plan,
Investment Trust pays Lord Abbett (1) an annual service fee (payable quarterly)
-
of .25% of the average daily net asset value of the series' shares sold by
dealers from the commencement of the series' public offering and (2) with
-
respect to sales at the breakpoint of $1 million or more, a one-time 1%, .50% or
.25% distribution fee, with respect to sales at the time of sale, on shares sold
at net asset value of $1 million but less than $3 million, $3 million but less
than $10 million or $10 million or more, respectively. Sales qualifying at such
levels in clause (2) under rights of accumulation and statement of intention
privileges are included. Lord Abbett is required to pay the sales distribution
fee to dealers as compensation for selling Investment Trust's shares.
<PAGE>
Internal Revenue Service 9 October 19, 1995
LORD ABBETT RESEARCH FUND, INC. ("Research Fund") is a diversified,
open-end management investment company incorporated under the laws of Maryland
on April 6, 1992. Research Fund is registered as a diversified, open-end
management investment company under the 1940 Act. A copy of Research Fund's most
recent Post-Effective Amendment to Registration Statement on Form N-1A, dated
April 1, 1995, is attached as Exhibit H.
Research Fund is organized as a series fund, currently comprised of
two separate portfolios, SERIES 1 (TIN 13-6995863), and LORD ABBETT MID CAP
RESEARCH FUND (TIN 13-3842507). Each series qualifies as a regulated investment
company under Subchapter M of the Internal Revenue Code. Each series' taxable
year ends on November 30. The investment objective of Series 1 is growth of
capital and growth of income consistent with reasonable risk. Production of
current income is a secondary consideration. The investment objective of Lord
Abbett Mid Cap Research Fund is to seek capital appreciation through investments
primarily in equity securities which are believed to be undervalued in the
marketplace.
Each series currently has outstanding only a single class of shares,
$.001 par value. Within each series, all shares have equal voting rights and
equal rights with respect to dividends, assets, and liquidation. They are fully
paid and nonassessable when issued and have no preemptive or conversion rights.
There are no restrictions on transfer.
Research Fund has not adopted a Rule 12b-1 Plan.
LORD ABBETT TAX-FREE INCOME FUND, INC. (the "Tax-Free Fund") is an
open-end management investment company incorporated under the laws of Maryland
on December 27, 1983. Tax-Free Fund is registered as an open-end management
investment company under the 1940 Act. A copy of the fund's most recent Post-
Effective Amendment to its Registration Statement on Form N-1A, dated June 15,
1995, is attached as Exhibit I.
Tax-Free Fund is organized as a series fund, currently comprised of
nine separate portfolios, NATIONAL SERIES (TIN 13-3397836), CONNECTICUT SERIES
(TIN 13-
<PAGE>
Internal Revenue Service 10 October 19, 1995
3608057), HAWAII SERIES (TIN 13-3635800), MINNESOTA SERIES (TIN 13-3799448),
MISSOURI SERIES (TIN 13-3616715), NEW JERSEY SERIES (TIN 13-3603812), NEW YORK
SERIES (TIN 13-3386492), TEXAS SERIES (TIN 13-3386494) and WASHINGTON SERIES
(TIN 13-3664187). National Series is diversified under the 1940 Act; each of the
other series is nondiversified. All of the series have met and intend to
continue to meet the diversification rules under Subchapter M of the Internal
Revenue Code. Each series' taxable year ends on September 30. The investment
objective for each series is to seek as high a level of interest income exempt
from federal income tax as is consistent with preservation of capital by
investing in municipal bonds. Except for National, Texas and Washington Series,
each series also seeks as high a level of interest income exempt from its
state's personal income tax and, in the case of New York Series, from New York
City personal income tax, as is consistent with preservation of capital.
Each series currently has outstanding only a single class of shares.
Each share has a par value of $.001 and has one vote. There are no liquidation,
conversion or preemptive rights, and no restrictions on transfer.
Each series has adopted a Rule 12b-1 Plan. National, New York and
Texas Series have each adopted a 12b-1 Plan under which each series pays Lord
Abbett (1) an annual fee for services (payable quarterly) of .15% of the average
-
daily net asset value of each series' shares sold by dealers prior to June 1,
1990 and .25% of the average daily net asset value of shares sold by dealers on
or after that date, and (2) a one-time 1% sales distribution fee, at the time of
-
sale, on all sales over $1 million by dealers, including sales qualifying at
such level under the rights of accumulation and statement of intention
privileges. Lord Abbett is required to pay the sales distribution fee to dealers
as compensation for selling Tax-Free Fund's shares.
Separate 12b-1 Plans have been adopted by each of Connecticut, Hawaii,
Minnesota, Missouri, New Jersey and Washington Series. Each 12b-1 Plan has
become effective except for Washington and Minnesota Series which will go into
effect on the first day of the quarter subsequent to its net assets reaching
$100 million. Each 12b-1 Plan provides for the payment of the series to Lord
Abbett of
<PAGE>
Internal Revenue Service 11 October 19, 1995
(1) an annual service fee (payable quarterly) of .25% of the average daily net
-
asset value of shares sold by dealers from commencement of the series' public
offering (in the case of Hawaii, Minnesota, New Jersey and Washington Series,
.15% of the average daily net asset value of such shares sold prior to its
effective date and .25% of the average daily net asset value of such shares sold
on or after that date), and (2) a one-time 1% sales distribution fee, at the
-
time of sale, on all sales over $1 million by dealers on or after the series'
effective date, including sales qualifying at such level under the rights of
accumulation and statement of intention privileges.
LORD ABBETT TAX-FREE INCOME TRUST ("Tax-Free Trust") is an open-end
non-diversified management investment company organized as a Massachusetts
business trust on September 11, 1991. Tax-Free Trust is registered as an open-
end management investment company under the 1940 Act. A copy of Tax-Free Trust's
most recent Post-Effective Amendment to its Registration Statement on Form N-1A,
dated June 15, 1995, is attached as Exhibit J.
Tax-Free Trust is organized as a series fund, currently comprised of
four separate portfolios, FLORIDA SERIES (TIN 13-3633027), GEORGIA SERIES (TIN
13-3799446), PENNSYLVANIA SERIES (TIN 13-3646755) and MICHIGAN SERIES (TIN 13-
3692073). Each of the four series, although non diversified under the 1940 Act,
meets the diversification rules of and qualifies as a regulated investment
company under Subchapter M of the Internal Revenue Code. Each series' taxable
year ends on October 31. The investment objective of each series is to seek as
high a level of interest income exempt from federal income tax and its
respective state's personal income tax, if any, as is consistent with
preservation of capital by investing primarily in a diversified portfolio of
municipal bonds.
Each series currently has outstanding only a single class of shares.
Each share has no par value. Within each series, all shares have equal voting
rights and equal rights with respect to dividends, assets, and liquidation.
There are no conversion or preemptive rights, and no restrictions on transfer.
<PAGE>
Internal Revenue Service 12 October 19, 1995
Each series has adopted a Rule 12b-1 Plan. The 12b-1 Plan fees
indicated below will go into effect on the first day of the calendar quarter
subsequent to the series' net assets reaching $100 million. Under the 12b-1 Plan
the series will pay Lord Abbett (1) an annual service fee (payable quarterly) of
-
.25% of the average daily net asset value of the series' shares sold by dealers
on or after the 12b-1 Plans' effective date and .15% of the average daily net
asset value of shares sold by dealers prior to that date and (2) a one-time 1%
-
sales distribution fee, at the time of sale, on all sales over $1 million by
dealers, on or after the series' effective date, including sales qualifying at
such level under the rights of accumulation and statement of intention
privileges. Lord Abbett is required to pay the sales distribution fee to dealers
as compensation for selling Tax-Free Trust's shares.
LORD ABBETT U.S. GOVERNMENT SECURITIES FUND, INC. (TIN 13-6020601)
("Government Fund") is a diversified, open-end management investment company
organized in 1932 and re-incorporated under the laws of Maryland on July 9,
1975. The fund is registered as a diversified, open-end management investment
company under the 1940 Act. A copy of the fund's most recent Post-Effective
Amendment to its Registration Statement on Form N-1A, dated April 1, 1995, is
attached as Exhibit K.
Government Fund has a single class of shares, $1.00 par value, with
equal rights as to voting, dividends, assets and liquidation. There are no
conversion or preemptive rights, and no restrictions on transfer. Its taxable
year ends on November 30. The investment objective of Government Fund is high
current income with relatively low risk of price decline. This objective is
sought by investing primarily in U.S. government securities.
Government Fund has adopted a Rule 12b-1 Plan. Under the 12b-1 Plan,
Government Fund pays Lord Abbett (1) an annual service fee (payable quarterly)
-
of .25% of the average daily net asset value of Government Fund's shares
attributable to sales by dealers on or after September 1, 1985 and .15% of the
average daily net asset value of shares sold by dealers prior to that date and
(2) a one-time 1% sales distribution fee, at the time of sale, on all sales over
-
$1 million by dealers, including sales qualifying at
<PAGE>
Internal Revenue Service 13 October 19, 1995
such level under the rights of accumulation and statement of intention
privileges. Lord Abbett is required to pay the sales distribution fee to dealers
as compensation for selling Government Fund's shares.
LORD ABBETT U.S. GOVERNMENT SECURITIES MONEY MARKET FUND, INC. (TIN
13-2986729) ("Money Market Fund") is a diversified, open-end management
investment company incorporated under the laws of Maryland on May 9, 1979. Money
Market Fund is registered as a diversified, open-end management investment
company under the 1940 Act. A copy of Money Market Fund's most recent
Registration Statement on Form N-1A, dated November 1, 1994, is attached as
Exhibit L.
Money Market Fund has a single class of shares, $.001 par value, with
equal rights as to voting, dividends, assets and liquidation. There are no
conversion or preemptive rights, and no restrictions on transfer. Money Market
Fund qualifies as a regulated investment company under Subchapter M of the
Internal Revenue Code. Its taxable year ends on June 30. The investment
objective of Money Market Fund is to provide high current income and
preservation of capital through investments in high-quality, short-term liquid
securities. The Money Market Fund seeks to obtain its objective by investing at
least 65% of its total assets in obligations issued or backed by the U.S.
Government or its agencies or instrumentalities.
Money Market Fund has adopted a Rule 12b-1 Plan. However, payment of
the 12b-1 Plan fees has been waived since July 1, 1992. Under the 12b-1 Plan,
Money Market Fund would pay Lord Abbett, which would pass on to dealers, an
annual service fee (payable quarterly) of .15% of the average daily net asset
value of Money Market Fund's shares sold by dealers.
LORD ABBETT VALUE APPRECIATION FUND, INC. (TIN 13-3166900) ("Value
Fund"), is a diversified, open-end management investment company incorporated
under the laws of Maryland on March 14, 1983. Value Fund is registered as a
diversified, open-end management investment company under the 1940 Act. A copy
of Value Fund's most recent Post-Effective Amendment to its Registration
Statement on Form N-1A, dated May 1, 1995, is attached as Exhibit M.
<PAGE>
Internal Revenue Service 14 October 19, 1995
Value Fund has a single class of shares, $.10 par value, with equal
rights as to voting, dividends, assets and liquidation. They are fully paid and
nonassessable when issued and have no preemptive or conversion rights. There are
no restrictions on transfer. Value Fund qualifies as a regulated investment
company under Subchapter M of the Internal Revenue Code. Its taxable year ends
on December 31. The investment objective of Value Fund is to seek capital
appreciation through investments, primarily in equity securities, which are
believed to be undervalued in the marketplace.
Value Fund has adopted a Rule 12b-1 Plan. Under the 12b-1 Plan, Value
Fund pays to Lord Abbett, which passes on to dealers, (1) an annual service fee
(payable quarterly) of .25% of the average daily net asset value of Value Fund's
shares attributable to sales by dealers on or after June 1, 1990 and .15% of the
average daily net asset value of shares sold by dealers prior to that date and
(2) a one-time 1% sales distribution fee, at the time of sale, on all sales over
$1 million by dealers, including sales qualifying at such level under the rights
of accumulation and statement of intention privileges. Lord Abbett is required
to pay the full amount of the sales distribution fees to dealers as compensation
for selling Value Fund's shares.
<PAGE>
Internal Revenue Service 15 October 19, 1995
PROPOSED TRANSACTIONS
- - - - - ---------------------
Management of the Lord Abbett Funds/2/ has proposed that the Articles
of Incorporation or Declaration of Trust of each Fund be amended to permit each
to issue additional, separate classes of shares with characteristics designed
for particular markets. A draft of the proxy materials soliciting the approval
of each Fund's shareholders for the amendment to the Articles of Incorporation
or Declaration of Trust permitting the issuance of separate classes (including
the text of the proposed amendment), will be submitted when it is filed with the
Securities and Exchange Commission./3/
Subject to the shareholders' approval of the amendments, the Board of
Directors of each Fund will redesignate its currently outstanding shares as a
separate class and will authorize the issuance of additional separate classes of
shares of each series ("Additional Classes").
The precise terms of each Additional Class will be determined by the
Board of Directors of each Fund at the time of issuance. However, each Fund
represents that, although the Additional Classes may be sold under different
sales arrangements, the shares of the Additional Classes offered by each Fund
will otherwise be identical to the currently outstanding shares of that Fund,
with the following exceptions:
(i) A 12b-1 Fee equal to a percentage of average daily net asset
-
value may or may not be charged under a 12b-1 Plan to each of the
Additional Classes, and the level of 12b-1 Fees may vary from class to
class. The
______________________
2. As used herein, the term "Fund" refers to each taxpayer designated on
schedule A, regardless of whether the entity is structured as a separate
corporation or trust or as a series of a corporation or trust.
3. No shareholder vote is required for Tax-Free Trust. A copy of its proposed
amendment will be submitted with the other amendments. No amendment is
required for Investment Trust.
<PAGE>
Internal Revenue Service 16 October 19, 1995
Additional Classes may bear different service and distribution fees under
12b-1 Plans, may bear different costs relating to shareholder or director
(trustee) approval of or amendments to 12b-1 Plans or may have front end
loads or other sales charges or non-12b-1 shareholder service plan fees
(collectively, "Plan Payments"). Services provided pursuant to 12b-1 Plans
or non-12b-1 shareholder service plans may include (1) preparing,
producing, and delivering printed materials to shareholders, including
reports, prospectuses and proxies, (2) advertising, and (3) promoting and
selling shares. Such services may also include certain administrative
services associated with (1) maintaining and processing customer accounts
and records, such as data maintenance and communication, and systems
servicing; (2) handling shareholder inquiries and communications, including
postage and shipping charges; (3) recordkeeping and shareholder accounting,
including related storage and shipping; (4) shareholder servicing; and (5)
processing dividend payments on behalf of customers.
(ii) Each class will bear different "Specially Allocated Expenses,"
--
which are Fund expenses and fees (other than Plan Payments) allocated to
that class and not allocated on a pro rata basis across different classes.
These may include registration fees under state Blue Sky laws; SEC
registration fees; accounting expenses; auditors fees, litigation expenses
and legal fees and expenses relating to a class; and expenses incurred in
connection with shareholder or director (trustee) meetings as a result of
issues relating to a class.
Specially Allocated Expenses may also include other expenses related
solely to a particular class of shareholders and administrative expenses
required to support shareholders of that class, to the extent that such
expenses are incidental to the class expenses specifically enumerated in
the paragraph above.
The taxpayer represents that the only expenses allocated to the
classes disproportionately will be Specially Allocated Expenses and Plan
Payments. The Specially Allocated Expenses allocated to each share of
<PAGE>
Internal Revenue Service 17 October 19, 1995
a class during a year will differ from the Specially Allocated Expenses
allocated to each share of any other class of the same Fund by less than 50
basis points of the average daily net asset value of the class of shares of
such Fund with the smallest average net asset value.
Any distribution on shares of a class will differ from the
distribution on shares of other classes of the same Fund only as a result
of the allocation of Specially Allocated Expenses and Plan Payments and the
effects of such allocation.
(iii) The designation of each class of shares of a Fund will be
---
different.
(iv) The effect of the sales charges for each class will differ.
--
(v) Voting rights on matters affecting only one class will vary in
-
accordance with the procedures set forth in Rule 12b-1 and Rule 18f-3.
(vi) Different classes of shares may have different conversion
--
features.
(vii) Each class may have different privileges of reinvestment with a
---
reduced sales load after redemption, as will be specified from time to time
in the relevant prospectus disclosure.
(viii) Different classes of shares may have different exchange
privileges.
Dividends paid by each Fund with respect to various classes of shares
will be calculated in the same manner and at the same time on the same day.
Amounts payable as dividends, however, will vary because of the differing
amounts of Specially Allocated Expenses and Plan Payments borne exclusively by a
particular class.
The net asset value per share and net income per share of a particular
class will also vary owing to the differing amounts of Specially Allocated
Expenses and Plan Payments. Because gross income and other expenses would be
<PAGE>
Internal Revenue Service 18 October 19, 1995
allocated daily to a class based on its net asset value, more income would be
allocated per share to classes with lower per share class expenses than to
classes with higher per share expenses. Further, this net income differential
would tend to increase during the course of the dividend period until the
accumulated income is declared as a dividend at the close of the period.
On each day that it determines net asset value per share each Fund
will first allocate its gross investment income less expenses other than
Specially Allocated Expenses or Plan Payments among all shares of that Fund
regardless of class in accordance with net asset values determined as of the
preceding day. Specially Allocated Expenses and Plan Payments allocated to a
particular class will then be subtracted from the amounts otherwise allocable to
that class, to determine the net asset value of the shares of each class.
RULINGS REQUESTED
-----------------
We respectfully request that you rule that:
1. The adoption of the proposed multiple class system will not cause
dividends declared and paid by any of the Funds to be preferential
dividends within the meaning of section 562(c) of the Code and each
Fund will therefore be eligible for the dividends paid deduction under
sections 561 and 852 of the Code, provided that each Fund otherwise
continues to meet the criteria of those two sections.
2. The creation of multiple classes of shares within each Fund will not
affect the classification of each Fund as a regulated investment
company under section 851(a) or (h).
3. There will be no federal income tax consequences to the holders of
currently outstanding shares of any Fund as a result of the
reclassification of the shares held by such holders as a separate
class of each Fund.
<PAGE>
Internal Revenue Service 19 October 19, 1995
DISCUSSION
----------
Each share of each Additional Class that will be offered by each Fund
will represent an equal interest in the same portfolio of investments and
(except as specified in paragraphs (i) through (viii) above) will have voting,
dividend, and liquidation rights that are identical to those of the currently
outstanding shares of that Fund. Each class of new shares may be subject to its
own 12b-1 Fees, non-12b-1 shareholder service plan fees or other Plan Payments
and some of the classes may be subject to different levels of Plan Payments.
Although Specially Allocated Expenses will be allocated differently between the
classes, each Fund has represented that the Specially Allocated Expenses
allocated to each share of a class during a year will differ from Specially
Allocated Expenses allocated to each share of any other class of the same Fund
by less than 0.50% of the average net asset value per share of the class with
the smallest net asset value per share.
The facts and representations presented above are similar to those
described in Private Letter Ruling 9522045 (March 7, 1995), Private Letter
Ruling 9422026 (March 1, 1994) and numerous other rulings.
In those rulings, the Service has stated that for purposes of section
562(c) of the Code, sales loads, 12b-1 Fees and other Plan Payments are
essentially treated as direct and indirect shareholder expenses that should not
be taken into account in determining whether distributions are preferential.
Cf., Treas. Reg. (S) 1.67-2T(k), Examples 3 and 4. As a result, amounts
- - - - - --
distributed with respect to different classes of shares of each Fund will
effectively differ only as a result of the Specially Allocated Expenses, which
will be limited as described in paragraph (ii) above. As noted in the prior
rulings, section 562(c) treats as pro rata those distributions that differ by a
de minimis amount because of the allocation of fund expenses. H.R. Rep. No.
1860, 75th Cong., 3d Sess. 23 (1938). Accordingly, dividends paid by each Fund
after the adoption of the multiple class system will not be preferential within
the meaning of section 562(c) of the Code.
Moreover, the Service has found in the prior rulings that differences
in class-designations, voting
<PAGE>
Internal Revenue Service 20 October 19, 1995
rights, sales charges and class-specific expenses, like those described above,
are insufficient to cause the shares to be classified as different classes for
purposes of the Code. As a result, the designation of outstanding shares as
belonging to a particular class should have no tax effect.
As a result, the adoption of the multiple class system as described
above should have no effect on the qualification of each Fund as a regulated
investment company under sections 851 and 852 of the Code.
PROCEDURAL STATEMENTS
---------------------
To the best of the knowledge of each Fund and its representative,
issues identical to those involved in this ruling request are not raised in an
earlier return of any Fund (or in a return for any year of a related taxpayer
within the meaning of section 267 of the Code, or of a member of an affiliated
group of which any Fund is also a member within the meaning of section 1504).
To the best of the knowledge of each Fund and its representative, the
Service has not previously ruled on issues identical or similar to those raised
in this ruling request for any Fund (or a related taxpayer within the meaning of
section 267 of the Code, or a member of an affiliated group within the meaning
of section 1504) or a predecessor, nor has any Fund, a related taxpayer, a
predecessor, or their representatives previously submitted the same or similar
issues to the Service but withdrawn them before a letter ruling or determination
letter was issued.
To the best of the knowledge of each Fund and its representative, the
taxpayer, a related taxpayer, or a predecessor has not previously submitted a
request involving the same or a similar issue that is currently pending with the
Service, nor is the taxpayer or a related taxpayer presently submitting another
request involving the same or similar issues to the Service at the same time as
this request.
Each Fund believes that the law in connection with this ruling request
is unclear and that the issues raised herein are not adequately addressed by the
relevant authorities.
<PAGE>
Internal Revenue Service 21 October 19, 1995
No Fund is aware of any pending legislation which may affect the
proposed transactions nor is any Fund aware of any authorities contrary to the
positions advanced herein.
The declarations required by section 601.201(e)(1) of the Regulations,
signed by an officer of each Fund on behalf of that Fund, who has personal
knowledge of the material facts, is enclosed.
If any additional information is desired, please call Seth L. Rosen of
Debevoise & Plimpton ((212) 909-6373). Enclosed herewith are powers of attorney
authorizing Mr. Rosen and Jonathan A. Small of this firm to represent each Fund
in this matter. If for any reason the rulings requested cannot be issued on the
basis of the information contained herein, together with any additional
information, we hereby request a conference.
Your ruling letter should be addressed to each Fund, with a copy to
the undersigned.
We request that an advance copy of the letter ruling be issued by
facsimile pursuant to section 8.02(5) of Revenue Procedure 95-1, 1995-1 I.R.B.
9. The facsimile copy should be sent to Seth L. Rosen, c/o Debevoise & Plimpton,
at (212) 909-6836. The Funds hereby waive any disclosure violations which may
result from the facsimile transmission, but ask that you take certain
precautions to protect confidential information in accordance with section
8.02(5) of Revenue Procedure 95-1.
A check in the amount of $7475 is enclosed as the user fee specified
in section 14.02 and Appendix A of Revenue Procedure 95-1.
Respectfully submitted,
Seth L. Rosen
Enclosures
<PAGE>
SCHEDULE A
----------
<TABLE>
<CAPTION>
Fund T.I.N.
- - - - - ---- ------
<S> <C>
Affiliated Fund, Inc. 13-6020600
Lord Abbett Bond-Debenture Fund, Inc. 13-2669319
Lord Abbett California Tax-Free
Income Fund, Inc. 13-3271131
Lord Abbett Developing Growth Fund, Inc. 13-2755091
Lord Abbett Fundamental Value Fund, Inc. 13-3342841
Lord Abbett Global Fund, Inc.
-- Equity Series 13-3460109
-- Income Series 13-3460111
Lord Abbett Investment Trust
-- Limited Duration U.S. Government
Securities Series 13-3731507
-- Balanced Series 13-3799450
Lord Abbett Research Fund, Inc.
-- Series 1 13-6995863
-- Lord Abbett Mid Cap Research Fund 13-3842507
Lord Abbett Tax-Free Income Fund, Inc.
-- National Series 13-3397836
-- Connecticut Series 13-3608057
-- Hawaii Series 13-3635800
-- Minnesota Series 13-3799448
-- Missouri Series 13-3616715
-- New Jersey Series 13-3603812
-- New York Series 13-3386492
-- Texas Series 13-3386494
-- Washington Series 13-3664187
Lord Abbett Tax-Free Income Trust
-- Florida Series 13-3633027
-- Georgia Series 13-3799446
-- Pennsylvania Series 13-3646755
-- Michigan Series 13-3692073
Lord Abbett U.S. Government Securities
Fund, Inc. 13-6020601
Lord Abbett U.S. Government Securities
Money Market Fund, Inc. 13-2986729
Lord Abbett Value Appreciation Fund, Inc. 13-3166900
</TABLE>
<PAGE>
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
WASHINGTON, DC 20024
U.I.L. Nos.: 0561.05-00, 0562.03-02
0851.00-00, 0852.00-01
Person to Contact:
Susan T. Baker
Seth Rosen Telephone Number:
Debevoise & Plimpton (202) 622-3940
875 Third Avenue Refer Reply to:
New York, NY 10022 CC:DOM:FI&P:2 TR-31-2399-95
Date:
Legend:
State A = Maryland
State B = Delaware
State C = Massachusetts
Investment Manager and Distributor = Lord, Abbett & Company
Fund 1 = Affiliated Fund, Inc.
EIN: 13-6020600
Fund 2 = Lord Abbett Bond-Debenture Fund, Inc.
EIN: 13-2669319
TR-31-2400-95
Fund 3 = Lord Abbett California Tax-Free Income Fund, Inc.
EIN: 13-3271131
TR-31-2401-95
Fund 4 = Lord Abbett Developing Growth Fund, Inc.
EIN: 13-2755091
TR-31-2402-95
Fund 5 = Lord Abbett Fundamental Value Fund, Inc.
EIN: 13-3342841
TR-31-2403-95
<PAGE>
Fund 6 = Lord Abbett Global Fund, Inc.--Equity Series
EIN: 13-3460109
TR-31-2404-95
Fund 7 = Lord Abbett Global Fund, Inc.--Income Series
EIN: 13-3460111
TR-31-2405-95
Fund 8 = Lord Abbett Investment Trust--Limited Duration
U.S. Government Securities Series
EIN: 13-3731507
TR-31-2406-95
Fund 9 = Lord Abbett Investment Trust--Balanced Series
EIN: 13-3799450
TR-31-2410-95
Fund 10 = Lord Abbett Research Fund, Inc.--Series I
EIN: 13-6995863
TR-31-2411-95
Fund 11 = Lord Abbett Research Fund, Inc.--Lord Abbett Mid Cap Research Fund
EIN: 13-3842507
TR-31-2412-95
Fund 12 = Lord Abbett Tax-Free Income Fund, Inc.--National Series
EIN: 13-3397836
TR-31-2415-95
Fund 13 = Lord Abbett Tax-Free Income Fund, Inc.--Connecticut Series
EIN: 13-3608057
TR-31-2417-95
Fund 14 = Lord Abbett Tax-Free Income Fund, Inc.--Hawaii Series
EIN: 13-3635800
TR-31-2419-95
Fund 15 = Lord Abbett Tax-Free Income Fund, Inc.--Minnesota Series
EIN: 13-3799448
TR-31-2420-95
2
<PAGE>
Fund 16 = Lord Abbett Tax-Free Income Fund, Inc.--Missouri Series
EIN: 13-3616715
TR-31-2425-95
Fund 17 = Lord Abbett Tax-Free Income Fund,.Inc.--New Jersey Series
EIN: 13-3603812
TR-31-2426-95
Fund 18 = Lord Abbett Tax-Free Income Fund, Inc.--New York Series
EIN: 13-3386492
TR-31-2427-95
Fund 19 = Lord Abbett Tax-Free Income Fund, Inc.--Texas Series
EIN: 13-3386494
TR-31-2428-95
Fund 20 = Lord Abbett Tax-Free Income Fund, Inc.--Washington Series
EIN: 13-3664187
TR-31-2429-95
Fund 21 = Lord Abbett Tax-Free Income Trust--Florida Series
EIN: 13-3633027
TR-31-2430-95
Fund 22 = Lord Abbett Tax-Free Income Trust--Georgia Series
EIN: 13-3799446
TR-31-2431-95
Fund 23 = Lord Abbett Tax-Free Income Trust--Pennsylvania Series
EIN: 13-3646755
TR-31-2432-95
Fund 24 = Lord Abbett Tax-Free Income Trust--Michigan Series
EIN: 13-3692073
TR-31-2433-95
Fund 25 = Lord Abbett U.S. Government Securities Money Market Fund, Inc.
EIN: 13-2986729
TR-31-2435-95
3
<PAGE>
Fund 26 = Lord Abbett U.S. Government Securities Fund, Inc.
EIN: 13-6020601
TR-31-2435-95
Fund 27 = Lord Abbett Value Appreciation Fund, Inc.
EIN: 13-3166900
TR-31-2436-95
Fund 28 = Lord Abbett Securities Trust--Growth and Income Trust
EIN: 13-3731505
TR-31-268-96
Fund 29 = Lord Abbett Research Fund, Inc.--Small-Cap Series
EIN: 13-3862601
TR-31-269-96
a = .50
- - - - - -
Dear Mr. Rosen:
This ruling replies to your letters dated October 19, 1995, and
January 26, 1996, submitted an behalf of Funds I through 29, in which you
request that the Internal Revenue Service rule as follows:
(1) that the adoption of the proposed multiple class system will not
cause dividends paid on each class of shares issued by the funds to be
preferential dividends under section 562(c) of the Code, and therefore
that each fund will be eligible for the dividends-paid deduction under
sections 561 and 852(b)(2)(D) of the Code;
(2) that the creation of multiple classes of shares will not affect
the classification of the Funds as regulated investment companies (RICs)
under section 851 of the Code; and
(3) that the redesignation of currently outstanding shares of each
fund as a separate class of shares pursuant to the proposed multiple class
system will not result in gain or loss or in other Federal income tax
consequences to the holders of currently outstanding shares.
4
<PAGE>
FACTS
Funds are open-end management investment companies registered under
the Investment Company Act of 1940, 15 U.S.C. 80a-1 et seq., as amended (the
-- ---
1940 Act) , and are structured as corporations, as trusts, or as series of
corporations or trusts. Each qualified as a regulated investment company (RIC)
under Subchapter M, part 1, of the Code. Funds 1 through 7, 10 through 20, and
25 through 27 are incorporated under the laws of State A. Funds 6 and 7, Funds
10, 11, and 29, and Funds 12 through 20 are organized as series funds under the
laws of State A. Funds 8 and 9 are organized as business trusts under the laws
of State B. Funds 21 through 24 are organized as a series fund under the laws of
State C. Fund 28 is organized as a series fund under the laws of State B.
Investment Advisor and Distributor provides investment advice for
each of the funds. The shares of the funds, with the exception of shares of
Funds 10 and 11, are marketed pursuant to distribution agreement with Investment
Advisor and Distributor.
Shares of the funds are sold subject to differing sales arrangements.
Under Rule 12b-1 plans adopted by certain of the funds, an annual service fee
equal to a percentage of the average daily net asset value of shares of the fund
is payable to Investment Advisor and Distributor. The level of the annual
service fee varies from fund to fund. Also payable to Investment Advisor and
Distributor under the Rule 12b-1 plans are one-time sales distribution fees,
payable at the time of sale, on sales of greater than certain specified amounts.
Investment Advisor and Distributor is required to pay the sales distribution
fees to dealers as compensation for selling shares of the funds.
Funds each have outstanding only a single class of shares. Funds have
proposed that the articles of incorporation or declaration of trust of each
fund be amended to permit each to issue additional, separate classes of shares
with characteristics designed for particular markets.
The precise terms of each additional class will be determined by the
Board of Directors of each fund at the time of issuance. Each fund represents,
however, that although the additional classes may be sold under differing sales
arrangements the shares of the additional classes offered by each fund will
otherwise be identical to outstanding shares of that fund, with the following
exceptions:
5
<PAGE>
(1) The designation of each class of shares will be different.
(2) Different classes of shares may have different conversion
features.
(3) Different classes may have different exchange privileges.
(4) Each class may have different privileges of reinvestment with a
reduced sales load after redemption.
(5) The additional classes may adopt Rule 12b-1 plans which bear
different service and distribution fees or different costs relating to
approval of or amendments to the Rule 12b-1 plans. The level of Rule 12b-1
plan fees may vary from class to class. Voting rights on matters affecting
only one class will vary in accordance with the procedures set forth in
Rule 12b-1 and Rule 18f-3.
(6) The additional classes may be sold subject to asset-based sales
charges and the effect of the sales charges for each class will differ.
(7) The additional classes may be sold subject to non-Rule 12b-1 plan
shareholder services plan fees.
(8) Each class will bear different specially allocated expenses. To
the extent the following classes of expenses can reasonably be identified
as relating to a particular class, they will be allocated to that class
and, if so allocated, will be referred to as Class Expenses:
(a) registration fees under state Blue Sky laws;
(b) SEC registration fees;
(c) accounting expenses, including auditors' fees;
(d) legal fees, including expenses of litigation;
(e) expenses incurred in connection with shareholder, director,
or trustee meetings; and
(f) administrative expenses required to support shareholders of
a particular class, to the
6
<PAGE>
extent incidental to the expenses enumerated in (a) through (e).
The funds represent that the only expenses allocated to the classes
disproportionately are Class Expenses, Rule 12b-1 plan fees and shareholder
services plan fees. The Class Expenses allocated to each share of a class during
a year will differ from the Class Expenses allocated to each share of any other
class of the same fund by less than a% of the average daily net asset value of
-
the class of shares with the smallest average net asset value.
Any distribution on shares of a class will differ from the
distribution on shares of other classes of the same fund only as a result of the
allocation of Class Expenses, Rule 12b-1 plan fees and shareholder services plan
fees and the effects of such allocation.
Investment Advisor and Distributor may waive a Rule 12b-1 plan fee in
whole or in part.
Dividends paid by each fund with respect to various classes of shares
will be calculated in the same manner and at the same time on the same day.
Amounts pay able as dividends, however, will vary because of the differing
amounts of Class Expenses, Rule 12b-1 plan fees, and shareholder services plan
fees borne exclusively by a particular class.
LAW
Section 851(a) defines a RIC, in part, as a domestic corporation
registered under the 1940 Act as a management company.
Section 851 (b) limits the definition of a RIC to a corporation
meeting certain election, gross income, and diversification requirements.
Section 851(h) of the Code provides a special rule for a RIC having
more than one fund. This provision treats each fund as a separate corporation
for all purposes of the Code, other than the definitional requirement of section
851(a).
A corporation that is a RIC within the meaning of section 851 and that
is taxable under Subchapter M, part I, pays tax on its investment company
taxable income under section 852(b)(2) and on the excess, if any, of its net
7
<PAGE>
capital gain over its deduction for dividends paid, determined with reference
to capital gains dividends only under section 852(b)(3).
Section 852 provides that a RIC is not taxable under Subchapter M,
part I, unless its deduction for dividends paid (as that term is defined in
section 561(a) with certain modifications) for the taxable year equals or
exceeds a specified portion of its taxable income (with certain adjustments)
and its net tax-exempt interest income.
Section 561(a) defines the deduction for dividends paid, for purposes
of section 852, to include dividends paid during the taxable year.
Section 562(a) states that the term "dividend", except as otherwise
provided, includes only dividends described in section 316, which provides a
definition of dividends for purposes of corporate distributions.
Section 316(a) defines the term "dividend" as any distribution of
property made by a corporation to its shareholders (1) out of its earnings and
-
profits (E & P) accumulated after February 28, 1913, or (2) out of its E & P of
-
the taxable year (computed as of the close of the taxable year without
diminution by reason of any distributions made during the taxable year), without
regard to the amount of the E & P at the time the distribution was made.
Section 562(c) provides that the amount of any distribution shall not
be considered as a dividend for purposes of the dividends paid deduction under
section 561 unless the distribution is pro rata, does not prefer any shares of
stock of a class over other shares of stock of that same class, and does not
prefer one class of stock over another class except to the extent the former
class is entitled (without reference to waivers of their rights by shareholders)
to be preferred.
The legislative history and regulations show that each shareholder
within a class, as that term is used in section 562(c), has certain inherent
rights. The Revenue Act of 1936: Hearings on H.R. 12395 Before the Senate Comm.
-----------------------------------------------------------------------
on Finance, 74th Cong., 2d Sess. 62 (1936); H.R. Rep. No. 1860, 75th Cong., 3d
- - - - - ----------
Sess. 23 (1938); section 1.562-2 of the Income Tax Regulations. Each
shareholder within a class has the right to receive the same distribution an
each of his shares belonging to the class as every other shareholder within the
class. In addition, the class has the right not
8
<PAGE>
to receive less than that to which it is entitled when compared to other
classes.
A class for purposes of section 562(c), therefore, is a group of
shareholders whose rights are so closely aligned and so different from other
shareholders' rights as to warrant a conclusion that members of the group should
all be treated the same and should be protected against the infringement of
shareholders outside the group with respect to distributions. For example,
section 1.562-2(b), Example (3) of the income Tax Regulations indicates that
cumulative preferred and common stock may form two classes for these purposes.
Among the characteristics that cause cumulative preferred shareholders to be
viewed as a unit separate from common shareholders is their right to certain
preferences on distributions, on redemption, and on liquidation, and their right
to vote to protect those preferences.
ANALYSIS
In this case, shares proposed under the multiple class distribution
system represent an equal interest in the same fund of investments and will be
identical in all ways, except as follows:
1. Each class of shares will have a different designation.
2. The amount and type of asset-based sales load, if any, may differ
on each class of shares.
3. The amounts assessed to a class as a result of a shareholder
servicing plan may differ.
4. The Class Expanses enumerated above will be allocated separately
to the class of shares to which they are attributable.
5. Certain classes may adopt Rule 12b-1 plans which bear different
service and distribution fees or different costs relating to approval of or
amendments to the Rule 12b-1 plans. The level of Rule 12b-1 plan fees may
vary from class to class. Voting rights on matters affecting only one
class will vary in accordance with the procedures act forth in Rule 12b-1
and Rule l8f-3.
6. Different classes of shares may have different conversion
features.
9
<PAGE>
7. Different classes may have different privileges of reinvestment
with a reduced sales load after redemption.
8. Different classes of shares may have different exchange
privileges.
These differences alone are insufficient to cause the shares proposed
under the multiple class distribution system to be treated as different classes
of shares under section 562(c).
The Rule 12b-1 fee is a fund expense for purposes of computing
investment company taxable income because it is paid by a fund from fund assets,
unlike a front-end sales load, which is viewed as a shareholder cost. See
---
United States v. Cartwright, 411 U.S. 546 (1973), aff'q 457 F.2d 567 (1972), in
- - - - - --------------------------- -----
which the Supreme Court describes a front-end sales load as a type of brokerage
commission that is a shareholder cost. Nonetheless, fees paid pursuant to Rule
12b-1 plans are akin to front-end sales loads because both amounts are primarily
for distribution expenses. The Securities and Exchange Commission has described
Rule 12b-1 plan fees as substitutes for front-end sales loads. See Exemptions
--- ----------
for Certain Registered Open-End Management Investment Companies to Impose
- - - - - ------------------------------------------ -------------------------------
Deferred Sales Loads, Investment Company Act Release No. 16,619, 53 FR 45,275
- - - - - --------------------
at 45,277-78 (Nov. 9, 1988) and Payment of Asset-Based Sales Loads by Registered
--- ------------------------------------------------
Open-End Management Investment Companies, Investment Company Act Release No.
- - - - - ----------------------------------------
16,431, 53 FR 23,258 at 23,270 (June 21, 1988). Thus, it appears that fees paid
pursuant to a Rule 12b-1 plan indirectly are shareholder expenses. A fund is
never out-of-pocket for amounts paid under the Rule 12b-1 plan; it is reimbursed
for these outlays by shareholders participating in the plan.
Under this analysis, a Rule 12b-1 fee can be considered an indirect
shareholder expense in determining whether distributions are preferential under
section 562(c) of the Code. Payments made pursuant to shareholder servicing
agreements also must be considered in determining whether a fund's distributions
are preferential.
When the Rule 12b-1 plan fees and fees payable under shareholder
servicing agreements are taken into account, the amounts distributed on the
shares of a fund differ by less than a%, which is de mininis. Section 562(c) of
-
the Code treats as pro rata those distributions that
10
<PAGE>
differ by a de minimis amount. H.R. Rep. No. 1860, 75th Cong., 3d Sess. 23
(1938).
We conclude from this analysis that each fund has only a single class
of stock. The differences specified above are insufficient to cause the shares
to be classified as different classes under section 562(c) of the Code. The
rights of all shareholders are so closely aligned and similar as to mandate
that all shareholders, who will have the benefit of the same economic
distributions, should be treated as a single class and that the conversion of
shares within that single class will have no tax affect.
HOLDINGS
Based on the facts as represented by the funds, and provided that each
fund otherwise meets the criteria of sections 561(a) and 852, we rule as
follows:
(1) that the adoption of the proposed multiple class system will not
cause dividends paid on each class of shares issued by the funds to be
preferential dividends under section 562(c) of the Code, and therefore
that each fund will be eligible for the dividends-paid deduction under
sections 561 and 852(b)(2)(D) of the Code,
(2) that the creation of multiple classes of shares will not affect
the classification of the Funds as regulated investment companies (RICs)
under section 851 of the Code,
and
(3) that the redesignation of currently out standing shares of each
fund as a separate class of shares pursuant to the proposed multiple class
system will not result in gain or loss or in other Federal income tax
consequences to the holders of currently outstanding shares.
Except as specifically ruled upon above, no opinion is expressed or
implied regarding the Federal tax aspects of this transaction. We express no
opinion as to whether each fund will qualify as a RIC that is taxable under
Subchapter M, part 1, if expenses other than the Rule 12b-1 fees, fees paid
pursuant to shareholder servicing plans, and the Class Expenses described in
this letter are allocated to the shareholders disproportionately.
11
<PAGE>
This ruling is directed only to the funds. Section 6110(j)(3) of the
Code provides that it may not be used or cited as precedent.
A copy of this letter Should be attached to the Federal income tax
return of each fund for each taxable year in which the fund has outstanding
classes of shares described above.
Sincerely yours,
Assistant Chief Counsel
(Financial Institutions & Products)
By_________________________
William E. Coppersmith
Chief, Branch 2
Enclosure:
6110 copy
12
LORD ABBETT SECURITIES TRUST-LORD ABBETT BOND-DEBENTURE TRUST
The undersigned hereby appoints KENNETH B. CUTLER, ROBERT S. DOW and RONALD
P. LYNCH and each of them proxies, with full power of substitution, to vote
(according to the number of votes which the undersigned would be entitled to
cast if then personally present) at the special meeting of shareholders of LORD
ABBETT SECURITIES TRUST on June 19, 1996, including all adjournments, as
specified below, and in their discretion upon such other business as may
properly be brought before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES WHO RECOMMEND THAT
YOU AUTHORIZE THE PROXIES TO VOTE FOR THE MATTERS SPECIFIED BELOW.
UNMARKED PROXIES WILL BE VOTED IN FAVOR OF EACH OF THE MATTERS SPECIFIED BELOW.
1. For [_] or against [_] or abstain from [_] the approval of the
Agreement and Plan of Reorganization and the reorganization provided
for therein, as described in the proxy statement and prospectus.
2. For [_] or against [_] or abstain from [_] the ratification of the
selection of Deloitte & Touche LLP as independent public accountants
of Lord Abbett Securities Trust for the fiscal year ending October 31,
1996.
ACCOUNT NUMBER SHARES PROXY NUMBER
LORD ABBETT SECURITIES TRUST-
LORD ABBETT BOND-DEBENTURE TRUST
PLEASE FILL IN, DATE AND SIGN PROXY AND RETURN IN
THE ENCLOSED ENVELOPE.
<PAGE>
For information as to the voting of stock registered in
more than one name, see page 2 of the proxy statement
and prospectus. When signing the proxy as attorney,
executor, administrator, trustee or guardian, please
indicate the capacity in which you are acting. Only
authorized officers should sign for corporations.
Date:..................................................
Signature(s) of Shareholder(s) as shown at left
.......................................................
.......................................................
(Please read other side)
IMPORTANT NEWS FROM LORD, ABBETT & CO.
We want to give you advance notice of some changes we will be proposing to
shareholders. As you know, Lord Abbett currently offers front-end load and level
load funds through two separate groups: the Lord Abbett Family of Funds and Lord
Abbett Counsel Group, respectively. In general, we are proposing a consolidation
of the second group into the first group, which would be achieved by the
issuance of Class A shares to represent the Family of Funds and the issuance of
Class C shares to represent the former Counsel Group. Additionally, we intend to
offer B shares in the near future. Many of you have asked for more pricing
alternatives and this proxy should enable us to respond to your needs. In
addition to offering more pricing options, we are recommending other changes
that will allow for more flexibility in our funds' management and in the
distribution of our funds' shares.
Shareholders will receive proxy materials describing these proposed changes in
April. We ask that you encourage your clients to vote their proxies promptly, as
additional solicitations are costly to their funds. The shareholder meeting is
scheduled for June 19, 1996. Soon thereafter, we will notify you of all approved
changes.
We believe these changes will enhance our funds' competitive positioning. We
appreciate any efforts you can make in helping us secure a quorum and thank you
for your continued support.
LETTER TO SHAREHOLDERS RE: PROXY
(To go on Fund letterhead)
March __, 1996
Dear Shareholder:
In April, you will receive a proxy statement and ballot, requesting your vote on
several important proposals. These proposed changes are designed to maintain
your Fund's competitive position and to provide more management and distribution
flexibility. The proxy materials will describe all of the proposed changes.
We ask that you please vote your proxy/proxies promptly, as additional
solicitations are costly to your Fund. The shareholder meeting is scheduled for
June 19, 1996. Soon thereafter, we will notify you of all approved changes.
We appreciate your cooperation in promptly returning your proxy card and we look
forward to continuing helping you meet your financial goals.
Sincerely,
Ronald P. Lynch
Chairman
