1933 Act File No. 33-33225
1940 Act File No. 811-6033
SECURITIES & EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT [x]
OF 1940
Amendment No. 10
LORD ABBETT EQUITY FUND
Exact Name of Registrant as Specified in Declaration of Trust
767 FIFTH AVENUE, NEW YORK, N.Y. 10153
Address of Principal Executive Office
REGISTRANT'S TELEPHONE NUMBER (212) 848-1800
Kenneth B. Cutler, Vice President & Secretary
767 FIFTH AVENUE, NEW YORK, N.Y. 10153
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
X immediately on filing pursuant to paragraph (b) of Rule 485
- -----
on (date) pursuant to paragraph (b) of Rule 485
- -----
60 days after filing pursuant to paragraph (a)(1) of Rule 485
- -----
on (date) pursuant to paragraph (a)(1) of Rule 485
- -----
75 days after filing pursuant to paragraph (a)(2) of Rule 485
- -----
on (date) pursuant to paragraph (a)(2) of Rule 485
- -----
If appropriate, check the following box:
this post-effective amendment designates a new effective date for a
- ---- previously filed post-effective amendment
Registrant has registered an indefinite amount of securities under the
Securities Act of 1933 pursuant to Rule 24f-2(a)(1). Pursuant to Rule
24f-2(b)(2), Registrant need not file a Rule 24f-2 Notice as no securities were
sold during Registrant's most recent fiscal year.
<PAGE>
LORD ABBETT EQUITY FUND (1990 Series)
FORM N-1A
Cross Reference Sheet
Post-Effective Amendment No. 10
Pursuant to Rule 481(a)
Form N-1A Location In Prospectus or
ITEM NO. STATEMENT OF ADDITIONAL INFORMATION
1 N/A
2 N/A
3 N/A
4 (a) (i) Cover Page
4 (a) (ii) How the Fund Invests
4 (b) (c) How the Fund Invests
5 (a) Management
5 (b) Management; Back Cover Page
5 (c) Management*
6 (a) Cover Page
6 (b) (c) (d) N/A
6 (e) Cover Page
6 (f) (g) Dividends, Capital Gains
Distributions and Taxes; Taxes
7 (a) Back Cover Page
7 (b) (c) (d) Purchases
7 (e) Purchases
7 (f) Purchases
8 (a) (b) (d) Redemptions
8 (c) N/A
9 N/A
10 Cover Page
11 Cover Page -- Table of Contents
12 Cover Page
13 (a) (b) (c) Investment Objectives and Policies
13 (d) N/A
14 Trustees and Officers
15 (a) (b) N/A
15 (c) Trustees and Officers*
16 (a) (i) Investment Advisory and Other Services
16 (a) (ii) Trustees and Officers
16 (a) (iii) Investment Advisory and Other Services*
16 (b) Investment Advisory and Other Services
16 (c) (d) (e) (g) N/A
16 (f) (h) Investment Advisory and Other Services*
16 (i) N/A
17 (a) Portfolio Transactions*
17 (b) N/A
17 (c) Portfolio Transactions
17 (d) (e) N/A
<PAGE>
Form N-1A Location In Prospectus or
ITEM NO. STATEMENT OF ADDITIONAL INFORMATION
18 (a) Further Information about the Fund
18 (b) N/A
Shareholder Services; Notes
19 (a) (b) to Financial Statements
19 (c) N/A
20 Taxes*
21 (a) Purchases, Redemptions and Shareholder Services
21 (b) (c) N/A
22 N/A
22 (b) Past Performance
23 Financial Statements*
* Including Supplement dated September 25, 1997.
<PAGE>
LORD ABBETT EQUITY FUND - 1990 SERIES
SUPPLEMENT DATED SEPTEMBER 25, 1997
The following supplements and amends the disclosure contained in the
specified sections of Parts A and B of the Registration Statement pertaining to
the 1990 Series of shares of the Registrant filed April 9, 1990, as thereafter
supplemented.
PART A
(Prospectus dated April 9, 1990, as thereafter supplemented)
MANAGEMENT
For the fiscal year ended May 31, 1997, the actual management fee paid by
the Fund to Lord, Abbett & Co. ("Lord Abbett") amounted to .65 of 1% of the
Fund's average daily net assets, and the total expenses of the Fund were 1.45%
of its average net assets.
Mr. Robert P. Fetch, Executive Vice President of the Fund (with Lord Abbett
since 1995 - formerly Managing Director of Prudential Investment Advisors), has
served as Portfolio Manager since 1995. John J. Walsh, of Lord Abbett served as
portfolio manager of the Fund since 1990.
<PAGE>
PART B
(Statement of Additional Information dated April 9, 1990,
as thereafter supplemented)
TRUSTEES AND OFFICERS
The following trustees are partners of Lord Abbett, The General Motors
Building, 767 Fifth Avenue, New York, New York 10153-0203. They have been
associated with Lord Abbett for over five years and are also an officer and/or
director or trustee of the twelve other Lord Abbett-sponsored funds. They are
"interested persons" as defined in the Investment Company Act of 1940, as
amended (the "Act"), and as such, may be considered to have an indirect
financial interest in the Rule 12b-1 Plan described in the Prospectus.
Robert S. Dow, age 52, Chairman and President
E. Wayne Nordberg, age 59, Vice President
The following outside trustees are also directors or trustees of the
twelve other Lord Abbett-sponsored funds referred to above.
E. Thayer Bigelow
Courtroom Television Network
600 Third Avenue
New York, New York
Chief Executive Officer of Courtroom Television Network. Formerly President and
Chief Executive Officer of Time Warner Cable Programming, Inc. Prior to that,
President and Chief Operating Officer of Home Box Office, Inc. Age 56.
Stewart S. Dixon
Wildman, Harrold, Allen & Dixon
225 W. Wacker Drive (Suite 2800)
Chicago, Illinois
Partner in the law firm of Wildman, Harrold, Allen & Dixon. Age 66.
John C. Jansing
162 S. Beach Road
Hobe Sound, Florida
Retired. Former Chairman of Independent Election Corporation of America, a proxy
tabulating firm. Age 71.
C. Alan MacDonald
The Marketing Partnership, Inc.
27 Signal Road
Stamford, Connecticut
General Partner, The Marketing Partnership, Inc., a full service marketing
consulting firm. Formerly Chairman and Chief Executive Officer of Lincoln Foods,
Inc., manufacturer of branded snack foods (1992-1994). Formerly President and
Chief Executive Officer of Nestle Foods Corporation, and prior to that,
President and Chief Executive Officer of Stouffer Foods Corp., both subsidiaries
of Nestle S.A. (Switzerland). Currently serves as Director of Den West
Restaurant Co., J.B. Williams, and Fountainhead Water Company. Age 64.
<PAGE>
Hansel B. Millican, Jr.
Rochester Button Company
1100 Noblin Avenue
South Boston, Virginia
President and Chief Executive Officer of Rochester Button Company. Age 69.
Thomas J. Neff
Spencer Stuart U.S.
277 Park Avenue
New York, New York
Chairman of Spencer Stuart U.S., an executive search consulting firm. Age 59.
The second column of the following table sets forth the compensation accrued for
the Fund's outside trustees. The third column sets forth information with
respect to the equity-based benefits accrued for outside directors/trustees by
the Lord Abbett-sponsored funds. The fourth column sets forth the total
compensation payable by such funds to the outside directors/trustees. No trustee
of the Fund associated with Lord Abbett and no officer of the Fund received any
compensation from the Fund for acting as a trustee or officer.
<TABLE>
<CAPTION>
For the Fiscal Year Ended May 31, 1997
(1) (2) (3) (4)
For Year Ended
Equity-Based December 31, 1996
Benefits Accrued Total Compensation
by the Fund and Accrued by the
Aggregate Twelve Other Lord Fund and Twelve
Compensation Abbett-sponsored Other Lord Abbett-
FROM THE FUND1 FUNDS2 SPONSORED FUNDS3
NAME OF DIRECTOR
<S> <C> <C> <C>
E. Thayer Bigelow $215 $11,563 $48,200
Stewart S. Dixon $209 $22,283 $46,700
John C. Jansing $209 $28,242 $46,700
C. Alan MacDonald $217 $29,942 $48,200
Hansel B. Millican, Jr. $215 $24,499 $49,600
Thomas J. Neff $213 $15,990 $46,900
<FN>
1. Outside directors' fees, including attendance fees for board and
committee meetings, are allocated among all Lord Abbett-sponsored funds
based on the net assets of each fund. Fees payable by the Fund to certain
of its outside trustees are being deferred under a plan that deems the
deferred amounts to be invested in shares of the Fund for later
distribution to the trustees. The amounts accrued by the Fund for the
year ended May 31, 1997, are as set forth after each outside Trustee's
name above. The total amount accrued for each outside Trustee since the
beginning of his tenure with the Fund, together with dividends reinvested
and changes in net asset value applicable to such deemed investments,
were as follows as of May 31, 1997: Mr. Bigelow, $610; Mr. Dixon, $4,129;
Mr. Jansing, $4,675; Mr. MacDonald, $4,159; Mr. Millican, $4,732 and Mr.
Neff, $4,694.
<PAGE>
2. Each Lord Abbett-sponsored fund has a retirement plan providing that
outside directors/trustees may receive annual retirement benefits for
life equal to 100% of their final annual retainers following retirement
at or after age 72 with at least 10 years of service. Each plan also
provides for a reduced benefit upon early retirement under certain
circumstances, a pre-retirement death benefit and actuarially reduced
joint-and-survivor spousal benefits. Such retirement plans, and the
deferred compensation plans referred to in footnote one, have been
amended recently to, among other things, enable outside directors to
elect to convert their prospective benefits under the retirement plans to
equity-based benefits under the deferred compensation plans (renamed the
equity-based plans and hereinafter referred to as such). Five of the six
outside directors made such an election. Mr. Jansing did not. The amounts
accrued in column 3 were accrued by the Lord Abbett-sponsored funds for
the twelve months ended October 31, 1996 with respect to the equity-based
plans. These accruals were based on the plans as in effect before the
recent amendments and on the fees payable to outside directors of the
Fund for the twelve months ended October 31, 1996. Under the recent
amendments, the annual retainer was increased to $50,000 and the annual
retirement benefits were increased from 80% to 100% of a director's final
annual retainer. Thus, if Mr. Jansing were to retire at or after age 72
and the annual retainer payable by the funds were the same as it today,
he would receive annual retirement benefits of $50,000.
3. This column shows aggregate compensation, including trustees fees and
attendance fees for board and committee meetings, of a nature referred to
in footnote one, accrued by the Lord Abbett-sponsored funds during the
year ended December 31, 1996.
</FN>
</TABLE>
Except where indicated, the following executive officers of the Fund have been
associated with Lord Abbett for over five years. Of the following, Messrs.
Allen, Brown, Carper, Cutler, Ms. Foster, Messrs. Morris, Noelke, Nordberg and
Walsh are partners of Lord Abbett; the others are employees; Robert G. Morris,
age 52, Executive Vice President; Kenneth B. Cutler, age 65, Vice President and
Secretary; Stephen I. Allen, age 44; Zane E. Brown, age 45; Daniel E. Carper,
age 45; Daria Foster, age 43; Robert Noelke, age 40; E. Wayne Nordberg, age 59;
Paul A. Hilstad, age 54 (with Lord Abbett since 1995 - formerly Senior Vice
President and General Counsel of American Capital Management & Research, Inc.);
Thomas F. Konop, age 55; A. Edward Oberhaus, age 37; John J. Walsh, age 61, Vice
Presidents; and Keith F. O'Connor, age 42, Vice President and Treasurer.
At September 1, 1997, the officers and trustees of the Fund, as a group, owned
less than 1% of the 1990 Series outstanding shares.
INVESTMENT ADVISORY AND OTHER SERVICES
For the fiscal years ended May 31, 1995, 1996 and 1997 the management fees paid
by the Fund to Lord Abbett under the Management Agreement were $331,949,
$369,870 and $374,988 respectively, which amounts reflected waivers of fees by
Lord Abbett of $7,318 for the fiscal year ended May 31, 1995.
During the fiscal year ended May 31, 1997, the Fund paid through Lord Abbett to
dealers $144,226, under the Fund's Rule 12b-1 Plan.
PORTFOLIO TRANSACTIONS
For the fiscal years ended May 31, 1995, 1996 and 1997, the Fund paid $63,875,
$116,435 and 79,576 respectively, in brokerage commissions.
TAXES
Dividends derived from the Fund's ordinary income and net short-term capital
gains are taxable to Shareholders at ordinary income rates. Under recently
enacted legislation, the maximum tax rate on long-term capital gains for a U.S.
individual, estate or trust is reduced to 20% and the "holding period" for
long-term capital gains treatment is increased from one-year to eighteen months.
(If the taxpayer is in the 15% tax bracket, the rate is 10%.) An individual,
estate or trust with a holding period greater than one year but less than 18
<PAGE>
months has "mid-term" gains taxed at a maximum rate of 28% (15% if the taxpayer
is in the 15% tax bracket). Although it has not yet done so, Treasury has the
authority to amend the tax law governing taxation of shareholders of a regulated
investment company to reflect these changes. Although the Series does not know
when and what regulations will be promulgated, it believes that the regulations
should provide that whether received in cash or shares, regardless of how long a
taxpayer has held the shares of the Series, distributions derived from net
long-term or mid-term capital gains will be taxable to shareholders as long-term
or mid-term capital gains, respectively.
FINANCIAL STATEMENTS
The financial statements for the fiscal year ended May 31, 1997 and the report
of Deloitte & Touche LLP, independent auditors for the Fund on such financial
statements contained in the 1997 Annual Report to Shareholders of Lord Abbett
Equity Fund are incorporated herein by reference to such financial statements
and report in reliance upon the authority of Deloitte & Touche LLP as experts in
auditing and accounting.
<PAGE>
PART C OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements - Statements of Net
Assets at May 31, 1997; Statement of
Operations for Year ended May 31, 1997;
Statement of Changes in Net Assets for Years
ended May 31, 1997 and 1996.
(b) Exhibits -
99.B11 Consent of Deloitte & Touche LLP with
respect to the financials of the Registrant.*
* Filed herewith.
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
None.
Item 26. NUMBER OF RECORD HOLDERS OF SECURITIES
At September 5, 1997 - 4,309 (1990 Series).
Item 27. INDEMNIFICATION
All trustees, officers, employees and agents of Registrant are to be
indemnified as set forth in Section 4.3 of Registrant's Amended and
Restated Declaration of Trust, which has been previously filed.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to trustees, 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 expenses incurred or paid by a trustee,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such trustee, 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 of 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 trustees' and officers' errors and
omissions liability insurance policy protecting trustees and officers
against liability for breach of duty, negligent act, error or omission
committed in their capacity as trustees 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.
<PAGE>
Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Lord, Abbett & Co. acts as investment adviser for twelve other open-end
investment companies (of which it is principal underwriter for thirteen),
and as investment adviser to approximately 5,100 private accounts. Other
than acting as trustees, directors and/or officers of open-end investment
companies sponsored by Lord, Abbett & Co., none of Lord, Abbett & Co.'s
partners has, in the past two fiscal years, engaged in any other
business, profession, vocation or employment of a substantial nature for
his own account or in the capacity of director, officer, employee,
partner or trustee of any entity except as follows:
John J. Walsh
Trustee
The Brooklyn Hospital Center
100 Parkside Avenue
Brooklyn, New York
Item 29. PRINCIPAL UNDERWRITER
(a) Lord Abbett Affiliated Fund, Inc.
Lord Abbett Global Fund, Inc.
Lord Abbett Series Fund, Inc.
Lord Abbett Government Securities Money Market Fund, Inc.
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Mid-Cap Value Fund, Inc.
Lord Abbett Developing Growth, Inc.
Lord Abbett Tax-Free Income Fund, Inc.
Lord Abbett Securities Trust
Lord Abbett Research Fund, Inc.
Lord Abbett Investment Trust
Lord Abbett Tax-Free Income Trust
INVESTMENT ADVISOR
American Skandia Trust (Lord Abbett Growth and Income Portfolio)
(b) The partners of Lord, Abbett & Co. are:
Name and Principal Positions and Offices
BUSINESS ADDRESS (1) WITH REGISTRANT
Robert S. Dow Chairman, President and Trustee
Stephen I. Allen Vice President
Zane E. Brown Vice President
Kenneth B. Cutler Vice President and Secretary
Daniel E. Carper Vice President
Daria L. Foster Vice President
<PAGE>
Robert G. Morris Vice President
Robert J. Noelke Vice President
E. Wayne Nordberg Vice President
John J. Walsh Vice President
(1) Each of the above has a principal business address at
767 Fifth Avenue, New York, New York 10153
(c) Not applicable.
Item 30. LOCATION OF ACCOUNTS AND RECORDS
Registrant maintains the records required by Rules 31a-1(a) and
(b), and 31a-2(a) at its main office.
Lord, Abbett & Co. maintains the records required by Rules 31a-(f) and
31a-2(e) at its main office.
Certain records such as stock certificates and correspondence may be
physically maintained at the main office of the Registrant's Transfer
Agent, Custodian, or Shareholder Servicing Agent within the requirements
of Rule 31a-3.
Item 31. MANAGEMENT SERVICES
None.
Item 32. UNDERTAKINGS
(a) N/A
(b) N/A
(c) The Registrant hereby undertakes to furnish each person to whom
a prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.
(d) Registrant hereby undertakes, if requested to do so by the
holders of at least 10% of the Registrant's outstanding shares,
to call a meeting of shareholders for the purpose of voting upon
the question of removal of a trustee or trustees and to assist
in communications with other shareholders as required by Section
16(c) of the Investment Company Act of 1940, as amended.
<PAGE>
SIGNATURES
Pursuant to the requirements 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 Registration Statement
and/or any amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York on the
25th day of September, 1997
LORD ABBETT EQUITY FUND
By /s/ Robert S. Dow
-----------------------
Robert S. Dow
Chairman of the Board
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.
Chairman, President
/s/ Robert S. Dow and Trustee 9/25/97
- ---------------------- ----------------------- ----------
Robert S. Dow (Title)
Vice President and
/s/ Keith F. O'Connor Chief Financial Officer 9/25/97
- ---------------------- ----------------------- ----------
Keith F. O'Connor (Title)
/s/ E. Wayne Nordberg Trustee 9/25/97
- ---------------------- ----------------------- ----------
E. Wayne Nordberg (Title)
/s/ E. Thayer Bigelow Trustee 9/25/97
- ---------------------- ----------------------- ----------
E. Thayer Bigelow (Title)
/s/ Stewart S. Dixon Trustee 9/25/97
- ---------------------- ----------------------- ----------
Stewart S. Dixon (Title)
/s/ John C. Jansing Trustee 9/25/97
- ---------------------- ----------------------- ----------
John C. Jansing (Title)
/s/ C. Alan MacDonald Trustee 9/25/97
- ---------------------- ----------------------- ----------
C. Alan MacDonald (Title)
/s/ Hansel B. Millican, Jr. Trustee 9/25/97
- ---------------------- ----------------------- ----------
Hansel B. Millican, Jr. (Title)
/s/ Thomas J. Neff Trustee 9/25/97
- ---------------------- ----------------------- ----------
Thomas J. Neff (Title)
EXHIBIT 11
CONSENT OF INDEPENDENT AUDITORS
Lord Abbett Equity Fund:
We consent to the incorporation by reference in Post-Effective Amendment No. 10
to Registration Statement No. 33-33225 of our report dated June 25, 1997
appearing in the 1997 Annual Report to Shareholders of Lord Abbett Equity Fund
and to the reference to us under the caption "Financial Statements" appearing in
the Statement of Additional Information, which is part of such Registration
Statement.
DELOITTE & TOUCHE LLP
New York, New York
September 25, 1997
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000859903
<NAME> LORD ABBETT EQUITY FUND, INC.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAY-31-1997
<PERIOD-START> JUN-01-1996
<PERIOD-END> MAY-31-1997
<INVESTMENTS-AT-COST> 48834567
<INVESTMENTS-AT-VALUE> 59583672
<RECEIVABLES> 981684
<ASSETS-OTHER> 91434
<OTHER-ITEMS-ASSETS> 1650000
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<OTHER-ITEMS-LIABILITIES> 157930
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<OVERDISTRIBUTION-GAINS> 0
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<EQUALIZATION> (131347)
<DISTRIBUTIONS-OF-INCOME> 1342238
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<NUMBER-OF-SHARES-REDEEMED> 293704
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</TABLE>
