Rule 497(e)
File No.: 33-11420
December 24, 1997
Filed Via EDGAR (CIK #0000809802)
Securities and Exchange Commission
Document Control
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Nicholas Limited Edition, Inc.
Ladies and Gentlemen:
In accordance with the provisions of Rule 497(e) of the
Securities Act of 1933, as amended, submitted electronically via
the EDGAR System, enclosed are Supplements dated December 19,
1997 to be attached to Nicholas Limited Edition, Inc.'s
Prospectus and Statement of Additional Information, each dated
April 30, 1997. These Supplements are to advise Fund
shareholders of the increase in the number of shares of Common
Stock of Nicholas Limited Edition, Inc. available for
reinvestment of capital gain and dividend distributions from four
million to ten million.
Please direct questions or comments relating to this filing
to the undersigned.
Sincerely,
NICHOLAS LIMITED EDITION, INC.
By: /S/ Jeffrey T. May
---------------------
Jeffrey T. May
Senior Vice President
NICHOLAS LIMITED EDITION, INC.
SUPPLEMENT
Dated December 19, 1997
to
PROSPECTUS
Dated April 30, 1997
The first paragraph under the heading "SHARE LIMITATION" on
page 6 of the Prospectus is hereby amended and replaced in its
entirety by the following paragraph:
The Fund is restricted in size to a maximum of 20
million shares of Common Stock outstanding. A maximum of
ten million shares (net of redemptions) are available for
purchase by investors and ten million are reserved for
reinvestment of capital gain and dividend distributions,.
At such time or times as the maximum of ten million shares
are issued and outstanding (without taking into account
shares outstanding as a result of capital gain and dividend
distributions), the Fund will close to all new investments,
including additions to new accounts, other than through
reinvestment of capital gain and dividend distributions. In
addition, the fund may close to new investments from time to
time as may be determined by officers of the fund. However,
redemptions of shares will continue to be accepted. Should
the number of outstanding shares decline through redemptions
or at other appropriate times, the officers of the Fund may,
in their discretion, authorize the Fund to reopen for
further investment. Due to the limitation on its size, the
Fund may be forced to sell securities to meet redemption
requests in adverse market conditions.
The first paragraph under the heading "CAPITAL STRUCTURE" on
page 15 of the Prospectus is hereby amended and replaced in its
entirety by the following paragraph:
The Fund is authorized to issue twenty million
(20,000,000) shares of Common Stock, $0.01 par value per
share. Of these, the Board of Directors of the Fund has
determined that a maximum of ten million shares (net of
redemptions) are available for purchases by investors and
ten million shares are reserved for reinvestment of capital
gain and dividend distributions. See "Share Limitation" for
a description of the restrictions applicable to purchases of
shares for the Fund by investors.
NICHOLAS LIMITED EDITION, INC.
SUPPLEMENT
Dated December 19, 1997
to the
STATEMENT OF ADDITIONAL INFORMATION
Dated April 30, 1997
The first paragraph under the heading "SHARE LIMITATION" on
page 1 of the Statement of Additional Information is hereby
amended and replaced in its entirety by the following paragraph:
The Fund is restricted in size to a maximum of 20
million shares of Common Stock outstanding. A maximum of
ten million shares (net of redemptions) are available for
purchase by investors and ten million are reserved for
reinvestment of capital gain and dividend distributions,.
At such time or times as the maximum of ten million shares
are issued and outstanding (without taking into account
shares outstanding as a result of capital gain and dividend
distributions), the Fund will close to all new investments,
including additions to new accounts, other than through
reinvestment of capital gain and dividend distributions. In
addition, the fund may close to new investments from time to
time as may be determined by officers of the fund. However,
redemptions of shares will continue to be accepted. Should
the number of outstanding shares decline through redemptions
or at other appropriate times, the officers of the Fund may,
in their discretion, authorize the Fund to reopen for
further investment. Due to the limitation on its size, the
Fund may be forced to sell securities to meet redemption
requests in adverse market conditions.
The paragraph under the heading "CAPITAL STRUCTURE" on page
18 of the Statement of Additional Information is hereby amended
and replaced in its entirety by the following paragraph:
The Fund is authorized to issue twenty million
(20,000,000) shares of Common Stock, $0.01 par value per
share. Of these, the Board of Directors of the Fund has
determined that a maximum of ten million shares (net of
redemptions) are available for purchases by investors and
ten million shares are reserved for reinvestment of capital
gain and dividend distributions. Each share has one vote
and all shares participate equally in dividends and other
distributions by the Fund, and in the residual assets of the
Fund in the event of liquidation. There are no conversion
or sinking fund provisions applicable to shares, and holders
have no preemptive rights and may not cumulate their votes
in the election of directors. Shares are redeemable and are
transferable. Fractional shares entitle the holder to the
same rights as whole shares.
