VANGUARD PREFERRED STOCK FUND
485B24E, 1996-10-28
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form N-1A

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                          Pre-Effective Amendment No.
                        Post-Effective Amendment No. 33
                                File No. 2-54886

                                     and/or

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                                Amendment No. 37

                         VANGUARD PREFERRED STOCK FUND
               (Exact Name of Registrant as Specified in Charter)

       Vanguard Financial Center, P.O. Box 1100, Valley Forge, PA  19482
                    (Address of Principal Executive Offices)

       Registrant's Telephone Number, including Area Code (610) 669-1000

                        Raymond J. Klapinsky, Secretary
                    Vanguard Financial Center, P.O. Box 1100
                            Valley Forge, PA  19482
                    (Name and Address of Agent for Service)

        Approximate Date of Proposed Public Offering:  October 28, 1996

             It is proposed that this filing will become effective:
           X  On October 28, 1996 pursuant to paragraph (b) of Rule 485.
         -----

- --------------------------------------------------------------------------------
       CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                        Proposed Maximum      Proposed Maximum
Title of Securities     Amount Being          Offering Price        Aggregate Offering     Amount of
Being Registered        Registered            Per Unit              Prices                 Registration Fee
- ----------------        ----------            --------              ------                 ----------------
<S>                     <C>                   <C>                   <C>                    <C>
Vanguard Preferred
    Stock Fund          4,509,296             $9.49(1)              $42,793,219            $100(2)
</TABLE>

- --------------

(1)      Net asset value on October 22, 1996 adjusted to the nearest cent.

(2)      (a)     The calculation of the maximum offering price and registration
                 fee is made pursuant to Rule  24e-2.

         (b)     Total number of shares of Vanguard Preferred Stock Fund (the
                 "Fund") redeemed or repurchased during the previous fiscal
                 year was 12,693,798.
<PAGE>   2
         (c)     During the current fiscal year 8,219,268 shares of the Fund
                 were used for reduction pursuant to paragraph (c) of Rule
                 24f-2. No redeemed or repurchased securities were used for
                 reduction pursuant to Rule 24e-2 in previous filings of
                 Post-Effective Amendments during the current fiscal year.

         (d)     The amount of redeemed or repurchased securities being used
                 for such reduction in the amount being filed is 4,474,530
                 leaving 34,776 shares for purposes of calculating the
                 registration fee.


                                  FACING PAGE

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                         33rd Post-Effective Amendment
             Securities of Open-End Management Investment Companies

A.       Exact name of Company as specified in Charter:
         VANGUARD PREFERRED STOCK FUND

B.       Complete address of Company's principal executive offices:
         100 Vanguard Boulevard
         P.O. Box 1100
         Valley Forge, Pennsylvania  19482

C.       Name and complete address of agent for service:
         Raymond J. Klapinsky, Secretary
         Vanguard Financial Center
         P.O. Box 1100
         Valley Forge, PA  19482

D.       Title and amount of securities being registered under this 33rd
         Post-Effective Amendment: 4,509,296 Shares of Beneficial Interests of
         Vanguard Preferred Stock Fund with no par value

E.       Proposed aggregate maximum offering price to the public of the
         securities being registered calculated pursuant to Rule 475 (c):
         $42,793,219

F.       Amount of filing fee.
         $100 (1)

G.       Approximate date of proposed public offering:
         It is requested that this filing become effective on October 28, 1996 
         pursuant to paragraph (b) of Rule 485.

- --------------

(1)      (a)     The calculation of the maximum offering price and registration
                 fee is made pursuant to Rule 24e-2.

         (b)     Total number of shares of Vanguard Preferred Stock Fund (the
                 "Fund") redeemed or repurchased during the previous fiscal
                 year was 12,693,798.

         (c)     During the current fiscal year 8,219,268 shares of the Fund
                 were used for reduction pursuant to
<PAGE>   3
                 paragraph (c) of Rule 24f-2.  No redeemed or repurchased
                 securities were used for reduction pursuant to Rule 24e-2 in
                 previous filings of Post-Effective Amendments during the
                 current fiscal year.

         (d)     The amount of redeemed or repurchased securities being used
                 for such reduction in the amount being filed is 4,474,530
                 shares, leaving 34,776 shares for purposes of calculating the
                 registration fee.


                                   PARTS A-C

         Incorporated by reference to the Prospectus, Statement of Additional
Information and Part C contained in Post-Effective Amendment No. 32 to
registrant's Registration Statement on Form N-1A, filed on February 9, 1996,
all of which remain unchanged.

Pursuant to the requirement of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Registration Statement pursuant to Rule
485 (b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment to this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of Valley
Forge and the Commonwealth of Pennsylvania, on this 28th day of October, 1996.

VANGUARD PREFERRED STOCK FUND

By:   (Raymond J. Klapinsky)
John C. Bogle*, Chairman of the Board and Trustee
October 28, 1996

By:   (Raymond J. Klapinsky)
John J. Brennan, President, Trustee and Chief Executive Officer
October 28, 1996

By:   (Raymond J. Klapinsky)
Robert E. Cawthorn, Trustee
October 28, 1996

By:   (Raymond J. Klapinsky)
Barbara B. Hauptfuhrer, Trustee
October 28, 1996

By:   (Raymond J. Klapinsky)
Bruce K. MacLaury, Trustee
October 28, 1996

By:   (Raymond J. Klapinsky)
Burton G. Malkiel, Trustee
October 28, 1996

By:   (Raymond J. Klapinsky)
Alfred M. Rankin, Jr., Trustee
October 28, 1996

By:   (Raymond J. Klapinsky)
John C. Sawhill, Trustee
October 28, 1996
<PAGE>   4
By:   (Raymond J. Klapinsky)
James O. Welch, Trustee
October 28, 1996

By:   (Raymond J. Klapinsky)
J. Lawrence Wilson, Trustee
October 28, 1996

By:   (Raymond J. Klapinsky)
Richard F. Hyland*, Treasurer and Principal Financial Officer and Accounting
Officer
October 28, 1996

*By Power of Attorney. See File Number 2-14336. January 23, 1990.
Incorporated by Reference.


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