SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
File No. 33-442
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
---
Pre-Effective Amendment No. / /
---
Post-Effective Amendment No. 20 /X/
---
AND
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 /X/
---
Amendment No. 20 /X/
---
DELAWARE GROUP DELCAP FUND, INC.
- -------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
1818 Market Street, Philadelphia, Pennsylvania 19103
- -------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code:(215) 255-2923
George M. Chamberlain, Jr., 1818 Market St., Phila., PA 19103
- -------------------------------------------------------------
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: IMMEDIATELY
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.
---
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
- -------------------------------------------------------------
- -------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
Being Being Price Offering Registration
Registered Registered* Per Share** Price* Fee*
- -------------------------------------------------------------
Common Stock 3,286,906 $30.66 $290,000 $100
- -------------------------------------------------------------
- -------------------------------------------------------------
Registrant has registered an indefinite amount of
securities under the Securities Act of 1933 pursuant
to Section 24f of the Investment Company Act of 1940.
*The calculation of the maximum offering price has been made
pursuant to rule 24e-2 of the Investment Company Act of 1940.
During its last fiscal year, the Registrant redeemed
33,448,669 shares ($379,312,752), of which 22,063,971 shares
($278,536,204) were applied pursuant to paragraph(c) of Rule
24f-2 and zero shares have been previously applied pursuant
to Rule 24e-2. 11,384,698 shares ($100,776,548) are being
applied in reduction of the registration fee due with
respect to this Amendment.
**Based on the public offering price of the shares as of
September 11, 1996.
File No. 33-442
Delaware Group DelCap Fund, Inc.
Form N-1A
This Post-Effective Amendment No. 20 to Registration File
No. 33-442 is designed solely to register 3,286,906 shares
of Delaware Group DelCap Fund, Inc. pursuant to Rule 24e-2
under the Investment Company Act of 1940 (the "1940 Act").
The filing does not affect the Registrant's previous
registration of an indefinite number of shares under Rule
24f-2 of the 1940 Act.
The legality of the shares being registered by this
Amendment and consent to the reference thereto is referred
to in the opinion letter included with this filing.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, this 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
this City of Philadelphia and Commonwealth of Pennsylvania
on this 20th day of September, 1996.
DELAWARE GROUP DELCAP FUND, INC.
By /S/WAYNE A. ST0RK
-----------------------------
Wayne A. Stork
Chairman of the Board, President,
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates
indicated:
<TABLE>
<CAPTION>
Signature Title Date
- -------------------------- ------------------------------------ ------------------
<S> <C> <C>
Chairman of the Board, President,
Chief Executive Officer and Director September 20, 1996
/s/Wayne A. Stork
- --------------------------
Wayne A. Stork
Senior Vice President/Chief Financial
Officer/Chief Administrative Officer
/s/David K. Downes Principal Financial Officer and
- -------------------------- Principal Accounting Officer) September 20, 1996
David K. Downes
/s/Walter P. Babich * Director September 20, 1996
- --------------------------
Walter P. Babich
/s/Anthony D. Knerr * Director September 20, 1996
- --------------------------
Anthony D. Knerr
/s/Ann R. Leven * Director September 20, 1996
- --------------------------
Ann R. Leven
/s/W. Thacher Longstreth * Director September 20, 1996
- --------------------------
W. Thacher Longstreth
/s/Charles E. Peck * Director September 20, 1996
- --------------------------
Charles E. Peck
</TABLE>
*By /s/Wayne A. Stork
----------------------------------
Wayne A. Stork
as Attorney-in-Fact for
each of the persons indicated
Direct Dial: (215) 564-8074
September 25, 1996
Delaware Group DelCap Fund, Inc.
One Commerce Square
Philadelphia, PA 19103
Gentlemen:
We have examined the Articles of Incorporation of
Delaware Group DelCap Fund, Inc. (the "Fund"), a corporation
organized under Maryland law, the Bylaws of the Fund, all as
amended to date, and the various pertinent corporate documents
and proceedings we deem material. We have also examined the
Notification of Registration and the Registration Statements
filed under the Investment Company Act of 1940 ("Investment
Company Act") and the Securities Act of 1933 ("Securities Act"),
all as amended to date, which have been filed by the Fund, as
well as other items we deem material to this opinion.
The Fund is authorized to issue five hundred million
shares of common stock of one or more classes or series. One
hundred and fifty million shares have been allocated to the
DelCap Fund A Class, one hundred million shares have been
allocated to the DelCap Fund B Class, fifty million shares have
been allocated to the DelCap Fund C Class, and up to fifty
million shares have been allocated to the DelCap Fund
Institutional Class. You have indicated that, pursuant to
Section 24(e)(1) of the Investment Company Act, the Fund intends
to file a post-effective amendment number 20 to its registration
statement under the Securities Act to register 3,286,906
additional shares of its stock for sale pursuant to its currently
effective registration statement under the Securities Act.
Based upon the foregoing information and examination,
it is our opinion that the Fund is a valid and subsisting
corporation organized under the laws of the State of Maryland and
that the proposed registration of the additional shares is proper
and such shares when issued for a consideration deemed by the
Board of Directors to be consistent with the Articles of
Incorporation and as described in the Fund's prospectus contained
in its Securities Act registration statement, will be legally
outstanding, fully-paid and non-assessable shares, and the
holders of such shares will have all the rights provided for with
respect to such holding by the Articles of Incorporation as
amended and the laws of the State of Maryland. You have informed
us that the shares will be sold in accordance with the Fund's
usual method of distributing its registered shares, under which
prospectuses are made available for delivery to offerees and
purchasers of such shares in accordance with Section 5(b) of the
Securities Act.
We hereby consent to the use of this opinion as an
exhibit to the post-effective amendment to be filed by the Fund,
covering the registration of the said shares under the Securities
Act and the applications and registration statements, and
amendments thereto, filed in accordance with the securities laws
of the several states in which shares of the Fund are offered,
and we further consent to reference in the Prospectus and
Statement of Additional Information of the Fund to the fact that
this opinion concerning the legality of the issue has been
rendered by us.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
BY: /S/STEVEN M. FELSENSTEIN
------------------------
Steven M. Felsenstein
SMF/nk
180878.1
