SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 21 *
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
(Exact Name of Registrant as Specified in Charter)
100 East Pratt Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices)
Telephone Number: 410-547-2000
Henry H. Hopkins
100 East Pratt Street
Baltimore, Maryland 21202
(Name and Address of Agent for Service)
<PAGE>
Approximate Date of Proposed Public Offering
It is proposed that this filing will become effective:
X immediately upon filing pursuant to paragraph (b)
on (date) pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)
on (date) pursuant to paragraph (a) of Rule 485
Pursuant to Section 24f-2 of the Securities Act of 1933, the
Registrant has registered an indefinite number of securities and
intends to file a 24f-2 Notice by July 26, 1996. *
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT
OF 1933
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities Being Price Offering Registration
Being Registered Registered Per Unit Price Fee
Capital Stock of $0.01 Varying prices calculated
par value per share 11,911,338 as set forth in prospectus None *
Capital Stock of $0.01 Varying prices calculated
par value per share 62,771 as set forth in prospectus $100 *
*The calculation of the registration fee was made pursuant to Rule 24e-2 and
was based upon an offering price of $4.62 per share, equal to the net asset *
value as of the close of business on July 9, 1996 pursuant to Rule *
457(c). The total number of shares redeemed during this fiscal year ended
May 31, 1996 amounted to 54,881,952 shares. Of this number of shares, *
- -0- shares have been used for reduction pursuant to paragraph (a) of
Rule 24e-2 in all previous filings of post-effective amendments during the
current year, and 42,970,614 shares have been used for reduction pursuant *
to paragraph (c) of Rule 24f-2 in all previous filings during the current
year. 11,911,338 shares of the redeemed shares for the fiscal year ended *
May 31, 1996 are being used for the reduction in the post-effective *
amendment being filed herein.
<PAGE>
PAGE 3
Pursuant to the requirements of the Securities Act of 1933 (the "Act"),
as amended, the Registrant, T. Rowe Price Short-Term Bond Fund, Inc., hereby
submits this Post-Effective Amendment No. 21 to its Registration Statement, *
Form N-1A (SEC File Number 2-87568), pursuant to paragraph (b) of Rule 485
under the Act. The purpose of this Amendment is to register an additional
11,974,109 shares of capital stock of the Fund to be offered under the *
currently effective Prospectus dated July 1, 1996 and to furnish the *
following:
EXHIBIT A: Opinion of Shereff, Friedman, Hoffman & Goodman
as to the legality of the securities being registered.
EXHIBIT B: Representation of Henry H. Hopkins (Counsel for the
Registrant, as required under Rule 485(b)(3) and (e).
It is respectfully requested that this Post-Effective Amendment No. 21 *
become effective immediately upon filing pursuant to paragraph (b) of Rule
485 under the Act.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant certifies
that it meets all of the requirements for effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baltimore, State of
Maryland, this 24th day of July, 1996. *
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
/s/ EDWARD A. WIESE, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ EDWARD A. WIESE President July 24, 1996 *
/s/ GEORGE J. COLLINS Chairman of the Board July 24, 1996 *
and Director
/s/ CARMEN F. DEYESU Treasurer (Chief
Financial Officer) July 24, 1996 *
/s/ ROBERT P. BLACK Director July 24, 1996 *
/s/ CALVIN W. BURNETT Director July 24, 1996 *
/s/ ANTHONY W. DEERING Director July 24, 1996 *
/s/ F. PIERCE LINAWEAVER Director July 24, 1996 *
/s/ JAMES S. RIEPE V.P. & Director July 24, 1996 *
/s/ JOHN G. SCHREIBER Director July 24, 1996 *
EXHIBIT A
HOFFMAN & GOODMAN, LLP
919 Third Avenue
New York, New York 10022-9998
(212) 758-9500
July 24, 1996
T. Rowe Price Short-Term Bond Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price Short-Term Bond Fund, Inc., a Maryland corporation (the
"Corporation"),
is filing with the Securities and Exchange Commission (the "Commission")
Post-Effective
Amendment No. 21 (the "Amendment") to its Registration Statement under the
Securities Act of
1933 (the "Act") on Form N-1A (Securities Act File No. 02-87568) relating,
among other things,
to the registration under the Act of 11,974,109 additional shares of Capital
Stock,
par value one
cent ($0.01) per share (the "additional shares"), which are to be offered and
sold
by the
Corporation in the manner and on the terms set forth in the Prospectus current
and
effective
under the Act at the time of sale. 11,911,338 of the additional shares are
previously outstanding
shares of Capital Stock which were redeemed by the Corporation during the fiscal
year ended
May 31, 1996 but have not previously been used by the Corporation for a
reduction pursuant to
paragraph (a) of Rule 24e-2 under the Investment Company Act of 1940 (the
"1940 Act") during
the current fiscal year or pursuant to paragraph (c) of Rule 24f-2 under the
1940
Act in all
previous filings during the current fiscal year.
We have, as counsel, participated in various corporate and other
proceedings
relating to
the Corporation and to the proposed issuance of the additional shares. We have
examined
copies, either certified or otherwise proven to our satisfaction to be genuine,
of its
Charter and
By-Laws, as currently in effect, and a certificate dated July 17, 1996 issued
by the
Department of
Assessments and Taxation of the State of Maryland, certifying the existence and
good standing
of the Corporation. We have also reviewed a draft of the Amendment being filed
by the
Corporation, and are generally familiar with the corporate affairs of the
Corporation.
Based upon the foregoing, it is our opinion that:
a. The Corporation has been duly organized and is legally existing
under
the
laws of the State of Maryland.
b. The Corporation is authorized to issue one billion
(1,000,000,000)
shares
of Capital Stock, par value one cent ($0.01) per share. Under
Maryland
law, (a) the number of authorized shares may be increased or
decreased
by
action of the Board of Directors and (b) shares which were issued
and
which have subsequently been redeemed by the Corporation are, by
virtue
of such redemption, restored to the status of authorized and
unissued
shares.
c. Subject to the effectiveness under the Act of the Amendment
upon
issuance of the additional shares within the limits
prescribed by the
Charter of the Corporation for a consideration of not less
than the par
value thereof, and not less than the net asset value thereof,
the
additional
shares will be legally issued and outstanding and fully
paid and
non-assessable.
We hereby consent to the filing of this opinion with the Securities
and
Exchange
Commission as part of the Amendment, the reference to our firm as counsel in
the
prospectus of
the Corporation, and to the filing of this opinion as part of an application
for
registration of the
Corporation, its Capital Stock, or both, under the securities law of any state.
In
giving this
consent we do not admit that we come within the category of persons whose
consent is required
under Section 7 of the Act.
We are members of the Bar of the State of New York and do not hold
ourselves out as
being conversant with the laws of any jurisdiction other than those of the
United
States of
America and the State of New York. We note that we are not licensed to
practice
law in the State
of Maryland, and to the extent that any opinion herein involves the law of
Maryland, such
opinion should be understood to be based solely upon our review of the
documents referred to
above, the published statutes of the State of Maryland and, where applicable,
published cases,
rules or regulations of regulatory bodies of that State.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
SFH&G:LAR:MKN:KLJ:jlk
Exhibit B
July 24, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File Number 2-87568
T. Rowe Price Short-Term Bond Fund, Inc.
Gentlemen:
As Legal Counsel for T. Rowe Price Associates, Inc., I work on
various matters involving the T. Rowe Price Short-Term Bond Fund, Inc.
("Registrant") and, in this connection, have read and reviewed
Post-Effective Amendment No. 21 to the Registrant's Registration
Statement, Form N-1A (SEC File Number 2-87568). In accordance with the
provisions of paragraphs (b)(3) and (e) of Rule 485 under the Securities
Act of 1933, as amended, I hereby represent that (i) no material event
requiring disclosure in the Registrant's Prospectus, other than the one
listed in paragraph (b)(1) of Rule 485, has occurred since the effective
date of the Registrant's most recent Post-Effective Amendment No. 20 and
(ii) Post-Effective Amendment No. 21 does not contain any disclosures
which would render such Amendment ineligible to become effective pursuant
to paragraph (b) of Rule 485.
Sincerely,
/s/ HENRY H. HOPKINS
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000731890
<NAME> T.ROWE PRICE SHORT-TERM BOND FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-END> MAY-31-1996
<INVESTMENTS-AT-COST> 433148
<INVESTMENTS-AT-VALUE> 429883
<RECEIVABLES> 12477
<ASSETS-OTHER> 52
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<TOTAL-ASSETS> 442412
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<NET-ASSETS> 429498
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<REALIZED-GAINS-CURRENT> (1431)
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<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 29148
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<ACCUMULATED-NII-PRIOR> 312
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<OVERDISTRIB-NII-PRIOR> 0
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<GROSS-EXPENSE> 3473
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<PER-SHARE-NAV-BEGIN> 4.72
<PER-SHARE-NII> .29
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<EXPENSE-RATIO> .72
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
