THE TORRAY FUND
The Torray Fund (the "Fund") is a no load, open-end, diversified
management investment company. The Torray Corporation (the "Manager") serves as
the Fund's investment manager.
This Prospectus concisely describes the information which investors should
know before investing. Please read this Prospectus carefully and keep it for
future reference. A Statement of Additional Information dated April 30, 1998
(the "Statement") is available free of charge by writing to The Torray
Corporation, 6610 Rockledge Drive, Bethesda, Maryland 20817, or by telephoning
toll free at 1-(800)-443-3036. The Statement, which contains more detailed
information about the Fund, has been filed with the Securities and Exchange
Commission and is incorporated by reference in this Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
The Date of this Prospectus is April 30, 1998
as Revised September 8, 1998
<PAGE>
SCHEDULE OF FEES
The expenses of the Fund are set forth in the following table, the form of
which is prescribed by federal securities laws and regulations.
SHAREHOLDER TRANSACTION EXPENSES
There are no shareholder transaction expenses such as sales loads, 12b-1,
or exchange fees.
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<S> <C>
Management Fees 1.00%
Other Expenses (1)(2) .09%
----
Total Operating Expenses (3) 1.09%
====
</TABLE>
- ----------
(1) These amounts have been restated to reflect anticipated expense levels as
of March 31, 1998.
(2) Redemption proceeds wired to a designated account at a shareholder's
request for amounts less than $10,000 will be reduced by a wire redemption
fee (currently $10.00). Certain institutional clients will not be charged
this wire redemption fee.
(3) If you purchase Fund shares through a discount brokerage firm or other
financial institution, there may be fees or commissions charged by them
for shareholder transactions.
The purpose of this table is to assist prospective shareholders in
understanding the various costs and expenses of the Fund that reduce the amount
of income available for distribution to shareholders.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- --------- --------- ---------
<S> <C> <C> <C> <C>
EXAMPLE:
You would pay the following expenses
on a $1,000 investment assuming (1)
5% annual return, and (2) redemption
at the end of each time period: $11 $35 $60 $133
</TABLE>
NOTE: The figures shown in the examples are entirely hypothetical.They are not
representations of past of future performance or expenses; actual performance
and/or expenses may be more or less than shown.
2
<PAGE>
FINANCIAL HIGHLIGHTS
The table below sets forth certain financial information with respect to
the per-share data and ratios for The Torray Fund for the periods indicated,
which have been derived from financial statements audited by the Fund's
independent certified public accountants, whose report thereon is incorporated
by reference into the Statement of Additional Information. The financial
highlights for the year ended December 31, 1997 were audited by Briggs, Bunting
& Dougherty, LLP and the financial highlights for the periods ended prior to
1997 were audited by Johnson & Lambert & Co.
<TABLE>
<CAPTION>
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
12/31/97 12/31/96 12/31/95 12/31/94
PER SHARE DATA ($) ------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD .......................... $ 25.220 $ 20.110 $ 13.755 $ 14.273
Income From Investment Operations
- ------------------------------------------------
Net Investment Income ......................... 0.130 0.186 0.215 0.213
Net Gains on Securities
(both realized and unrealized) ............... 9.206 5.642 6.674 0.130
-------- -------- -------- ---------
Total from
Investment Operations ...................... 9.336 5.828 6.889 0.343
Less Distributions
- ------------------------------------------------
Dividends
(from Net Investment Income) ................. (0.130) (0.187) (0.214) (0.213)
Distributions (from Capital Gains) ............ (0.576) (0.531) (0.320) (0.648)
-------- -------- -------- ---------
Total Distributions ........................ (0.706) (0.718) (0.534) (0.861)
-------- -------- -------- ---------
NET ASSET VALUE, END OF PERIOD ................ $ 33.850 $ 25.220 $ 20.110 $ 13.755
TOTAL RETURN3 ................................. 37.12% 29.09% 50.41% 2.41%
RATIOS/SUPPLEMENTAL DATA ......................
Net Assets, End of Period
(000's omitted) .............................. $ 608,537 $ 116,593 $ 50,744 $ 23,362
Ratio of Expenses to Average Net Assets ....... 1.13% 1.25% 1.25% 1.25%
Ratio of Net Income to Average Net Assets ..... 0.47% 0.87% 1.31% 1.51%
Portfolio Turnover Rate ....................... 11.72% 20.95% 22.56% 36.63%
Average Actual Commissions
Paid Per share4 .............................. $ 0.0737 $ 0.0871 $ 0.0813 n/a
<CAPTION>
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
12/31/93 12/31/92 12/31/91 12/31/901
PER SHARE DATA ($) ------------ ------------ ------------- ---------------
<S> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD .......................... $ 13.743 $ 11.514 $ 9.999 $ 10.000
Income From Investment Operations
- ------------------------------------------------
Net Investment Income ......................... 0.122 0.180 0.232 0.005
Net Gains on Securities
(both realized and unrealized) ............... 0.745 2.229 1.728 0.000
--------- --------- --------- --------
Total from
Investment Operations ...................... 0.867 2.409 1.960 0.005
Less Distributions
- ------------------------------------------------
Dividends
(from Net Investment Income) ................. (0.122) (0.180) (0.233) (0.006)
Distributions (from Capital Gains) ............ (0.215) 0.0000 (0.212) 0.0000
--------- ---------- --------- --------
Total Distributions ........................ (0.337) (0.180) (0.445) (0.006)
--------- ---------- --------- --------
NET ASSET VALUE, END OF PERIOD ................ $ 14.273 $ 13.743 $ 11.514 $ 9.999
TOTAL RETURN3 ................................. 6.37% 21.04% 19.98% (0.03%)
RATIOS/SUPPLEMENTAL DATA ......................
Net Assets, End of Period
(000's omitted) .............................. $ 19,666 $ 10,298 $ 4,423 $ 200
Ratio of Expenses to Average Net Assets ....... 1.25% 1.25% 1.25% 0.82%1
Ratio of Net Income to Average Net Assets ..... 0.94% 1.54% 2.43% 2.15%1
Portfolio Turnover Rate ....................... 29.09% 37.09% 21.17% n/a 2
Average Actual Commissions
Paid Per share4 .............................. n/a n/a n/a n/a
</TABLE>
- ----------
1 Annualized. The Fund commenced operations on December 18, 1990.
2 Not applicable.
3 Past performance is not predictive of future performance.
4 Does not include spreads on shares traded on a principal basis.
3
<PAGE>
INVESTMENT OBJECTIVE, POLICIES AND RISK FACTORS
The Fund's objective is to earn 15% per year compounded, measured over
long periods (10 years or more) and to defer shareholder tax liability on
appreciated assets so that earnings can be generated on money which otherwise
would be paid in taxes. In order to accomplish these goals, management intends
to hold stocks for the long term, as opposed to actively buying and selling. An
added benefit of the buy-and-hold approach is that brokerage commissions will
be contained. There can be no assurance that the Fund's objective will be
achieved.
THE MANAGER'S INVESTMENT PHILOSOPHY AND APPROACH TO SELECTING COMMON STOCKS
The Torray Corporation's investment philosophy is simple. Ordinarily, 90%
or more of the Fund's assets will be committed to common stocks. Any balance
will be held in U.S. Treasury bills or Treasury notes. No effort is made to
forecast the stock market. Businesses in which the Fund invests must have
favorable economic characteristics, generally including rising sales and
earnings, a strong competitive position, capable management and a balance sheet
appropriate to the nature of the enterprise. Central to the philosophy is the
fact that value derives from the business, not from the stock. Accordingly, the
Fund's management focuses on business fundamentals, as opposed to stock market
dynamics, the idea being that if a business performs, the stock will take care
of itself.
The Manager's stock selection process is also simple: management will buy,
at a fair price, stock in the best companies it can identify and keep them
indefinitely. Portfolio investments may include small, medium or large
capitalization companies. The latter have predominated in recent years because
management believes they have represented the best available values. However,
that could change if the prices of high quality, small or medium-size company
stocks drop significantly.
Generally speaking, there is widespread agreement among investors about
which companies enjoy the brightest economic outlook. Unfortunately for
prospective buyers, the shares of these businesses usually trade at a premium.
Sometimes they become so over-priced that an investor's potential return will
be almost certainly diminished, or a major loss will occur in the event
corporate performance deteriorates. It is important, therefore, when buying
stocks to carefully assess the prices at which they are offered so that the
advantage gained from owning a top-flight company is not lost to a
miscalculation of its value. Management's policy in this regard is to focus its
research on those quality businesses which, for any number of reasons, have
fallen from favor with investors. Typically, stocks of the companies selected
for evaluation will have already dropped in price -- often as much as 25% - 50%
- -- in response to a perceived reversal in corporate fortunes. The research
effort's objective is to determine whether prevailing negative investor
sentiment is based on a sound assessment of long- term prospects, or is related
more to temporary factors which have little or no bearing on the enterprises's
fundamental economic value. Although the picture is seldom black and white,
management finds that in many instances popular "expert" opinion is misguided
and overly pessimistic. It is in this circumstance, when both the fundamentals
and price are right, that the Fund will invest.
There are also conditions under which stocks may be sold. If management
identifies a compelling investment opportunity, but the Fund has no cash
reserves, stocks with the least promising prospects relative to all other
portfolio holdings will be sold to raise the purchase price. Shares also will
be sold in any business which is materially deteriorating. Finally, in order to
maintain reasonable diversification, a stock or industry grouping of stocks may
be partially sold if, as a result of appreciation, either has become too large
a percentage of the Fund's assets. Generally speaking, and consistent with its
status as a diversified investment company, the Fund may hold up to 7% or 8% of
its assets in a single stock and may invest up to 25% in one industry group.
4
<PAGE>
RISK FACTORS ASSOCIATED WITH INVESTING IN COMMON STOCKS
Three types of risk attach to investments in common stocks -- "business
risk," "systemic risk," and "market risk." The Fund's management, the Torray
Corporation, believes that long-term investors should be concerned only with
business risk. Business risk is the chance that something permanent goes wrong
with a company. When it does, shareholders lose money. The causes vary, but
often include intensifying competition, declining market share, contracting
profit margins, rising financial leverage, product obsolescence and weak
management. In such circumstances, the degree of risk to the investor is
directly related to the magnitude of business deterioration. While temporary
reversals are of little concern, serious problems sometimes lead to bankruptcy.
Most cases fall in-between. Mutual funds are subject to the same principle.
Their relative riskiness is a function of the economic profile of the companies
they own. In management's opinion, funds holding the stocks of important
high-quality businesses for long-term investment should entail little risk of
permanent loss except for those shareholders who choose, or are forced by
circumstance, to sell in a weak market. Funds comprised of lesser companies
will involve varying degrees of risk. As noted, the Torray Fund's policy is to
invest at a fair price in the best businesses it can identify and to hold them
indefinitely. In so doing, management believes that it can largely eliminate
the Fund's overall exposure to business risks. The other forms of risk --
"systemic" and "market" should not worry investors unduly. "Systemic risk"
denotes potential threats to the country's financial structure -- political
upheaval, runaway inflation or economic collapse, for instance. Such events
seem unlikely, and Torray Fund policies make no provision for defending against
them. "Market risk," in plain English, is the chance that when you want to
sell, you won't like the price. This experience is not unique to the stock
market, as many homeowners, art collectors and others have discovered. In order
to be successful, investors must accept the fact that although stocks of good
companies rise over long periods, they can trade at virtually any price in the
short run. Those who cannot tolerate fluctuations in the value of their
investments should seriously consider avoiding common stocks and mutual funds
that invest in them.
The investment objective and policies described in this Prospectus may be
changed without shareholder approval.
PORTFOLIO TURNOVER
While the Fund does not intend to engage in short term trading, portfolio
turnover is not a limiting factor with respect to investment decisions. For the
fiscal years ended December 31, 1997, 1996, and 1995, the Fund's portfolio
turnover rates were 11.72%, 20.95%, and 22.56%, respectively.
PERFORMANCE INFORMATION
From time to time, the Fund may make available certain information about
its performance. This information is based on the Fund's historical record and
is not intended to indicate future performance. When the Fund makes available
its total return, it will be calculated on an annualized basis for specified
periods of time, and may be calculated for the period since the start of the
Fund's operations. Total Return is measured by comparing the value of an
investment in the Fund at the beginning of the relevant period to the
redemption value of the investment at the end of the time period (assuming
reinvestment of any dividends or capital gains distributions).
5
<PAGE>
HOW TO BUY SHARES
Shares of the Fund are continuously offered at net asset value, and there
are no sales charges on purchases of Fund shares. The minimum initial
investment is $10,000, and the minimum additional investment is $500.
Orders for the purchase of shares of the Fund are executed at the net
asset value determined as of the next Valuation Time after receipt by the
Fund's transfer agent of all required documentation and funds representing the
amount of shares to be purchased. The Fund's transfer agent will not hold
checks received for the purchase of shares; checks will be processed when they
are received. If payment for any shares requested to be purchased is not
received by the Fund's transfer agent prior to the Valuation Time on a given
day, the order will be effected at the Valuation Time on the following Business
Day. Shares will be eligible to receive dividends beginning the following day.
The Fund reserves the right to reject any order for the purchase of its shares
in whole or in part and the Fund reserves the right to refuse to accept third
party checks as payment for shares.
In the case of an initial investment, shares of the Fund may be purchased
by sending a check payable to "The Torray Fund," together with a completed
Account Application to:
The Torray Fund
c/o First Data Investor Services Group
3200 Horizon Drive
King of Prussia, PA 19406-0903
Once a shareholder has met the initial investment requirement, a
subsequent account (a "Related Account") may be opened for an initial minimum
investment of $2,000. Related Accounts may be other individual accounts for the
shareholder, accounts jointly held by the shareholder, a shareholder's spouse's
accounts, accounts for any of the shareholder's children, or Individual
Retirement Accounts ("IRAs") and similar retirement accounts. The minimum
additional investment for a Related Account is $500.
A shareholder seeking to open a Related Account may be required to provide
proof of one of the above mentioned relationships. Such proof may be in the
form of any legal document that attests to the relationship (such as a birth
certificate or marriage certificate), or any other such proof as the Fund deems
sufficient. CURRENT SHAREHOLDERS WHO OPEN A RELATED ACCOUNT WILL BE ASKED TO
PROVIDE THEIR EXISTING ACCOUNT NUMBER AND TAXPAYER ID NUMBER. PLEASE USE
CAUTION WHEN GIVING THESE NUMBERS TO ANOTHER PERSON. THESE NUMBERS MAY ENABLE
ANOTHER PERSON TO GAIN ACCESS TO YOUR ACCOUNT OR OTHER CONFIDENTIAL FINANCIAL
INFORMATION.
Shareholders should be aware that purchases and redemptions mailed to the
Fund at its address in Bethesda, Md. will not be effected until received by the
Fund's agent at the address(es) listed above.
Subsequent purchases may be made by mailing a check payable to "The Torray
Fund" to:
The Torray Fund
P.O. Box 412797
Kansas City, MO 64141-2797
(Please put your account number on your check.)
The Fund is also available through brokerage firms and other institutions.
If you place your order through a broker-dealer, you may be charged a fee for
its services. No such charge will be paid by an investor who purchases Fund
shares directly from the Fund as described above.
6
<PAGE>
If you are interested in investing your IRA in the Fund, you will have to
establish a Transfer IRA or a Rollover IRA. Please call the Fund at
1-800-443-3036 to request an IRA package.
Shareholder inquiries may be directed to First Data Investor Services
Group, 3200 Horizon Drive, King of Prussia, PA 19406 or by calling
1-800-626-9769.
HOW TO REDEEM
Shares may be redeemed in writing or, for shareholders who elect this
privilege, by telephone. To redeem shares in writing, submit a written
redemption request directly to: The Torray Fund, c/o First Data Investor
Services Group, 3200 Horizon Drive, King of Prussia, PA 19406-0903. If the
shareholder is a corporation, partnership, agent, fiduciary or surviving joint
owner, additional documentation of a customary nature may be required. Where a
shareholder has chosen the telephone redemption option, shares may be redeemed
by telephone by calling toll-free 1-800-626-9769.
The Fund, through its transfer agent, has established procedures designed
to confirm the authenticity of telephonic instructions, which procedures
include requiring callers to establish their personal identity and limiting the
mailing of telephone redemption proceeds to the address or bank account set
forth on the Account Application. Investors should understand that neither the
Fund nor its transfer agent will be liable for acting upon instructions
communicated by telephone that it reasonably believes to be genuine. Redemption
proceeds wired to a designated account at a shareholder's request for amounts
less than $10,000 will be reduced by a wire transfer fee (currently $10.00).
Certain institutional clients will not be charged this wire redemption fee.
Changes to the designated address or bank account must be made in writing and
may be required to be accompanied by a signature guarantee from an eligible
guarantor.
Shares are redeemed at their net asset value next determined after a
redemption request in good order has been received by the Fund's transfer
agent. A request is deemed to be in good order if it has been signed by the
account holder and is accompanied, where necessary, by a signature guarantee.
Redemption proceeds will be mailed or wired to the redeeming shareholder within
seven days, except where those shares have recently been purchased by personal
check. In those cases, redemption proceeds may be withheld until the check has
been collected, which may take up to fifteen days. To avoid such withholding,
investors should purchase shares by certified or bank check.
The Fund reserves the right to redeem, at net asset value, the shares of
any shareholder if, because of redemptions by the shareholder, the account of
such shareholder has a value of less than $10,000. Before the Fund exercises
its right to redeem such shares, the shareholder will be given written notice
of the proposed redemption and will be allowed 30 days to make an additional
investment in an amount which will increase the value of the account to at
least $10,000.
HOW NET ASSET VALUE IS DETERMINED
The net asset value per share of the Fund is determined once each day that
the New York Stock Exchange is open (a "Business Day"), as of the close of the
Exchange ("Valuation Time"). Portfolio securities for which market quotations
are readily available are valued at market value. Short-term obligations having
remaining maturities of 60 days or less are valued at amortized cost, which
approximates market value. All other securities and assets are valued at their
fair value as determined in good faith by the Trustees or by persons acting at
their direction pursuant to guidelines established by the Trustees. Liabilities
are deducted from the total, and the resulting amount is divided by the number
of shares outstanding to produce the "net asset value" per share.
7
<PAGE>
DISTRIBUTIONS
The Fund intends to qualify as a "regulated investment company" under the
Internal Revenue Code of 1986, as amended (the "Code"), for as long as such
qualification is in the best interests of its shareholders. In keeping with
Code requirements regarding regulated investment companies, the Fund pays out
as dividends substantially all of its net investment income (which comes from
dividends and interest it receives from its investments) and net realized
capital gains.
All dividends and/or distributions will be reinvested in shares of the
Fund, at net asset value, unless the shareholder elects to receive cash. The
Fund declares and pays dividends out of investment income quarterly, and
distributes net realized capital gains annually. Dividends and capital gains
distributions may be declared more or less frequently at the discretion of the
Trustees.
FEDERAL INCOME TAXES
Dividends and short-term capital gains distributions of the Fund are
taxable to shareholders as ordinary income. Distributions of any long-term
capital gains are taxable to shareholders as such, regardless of how long a
shareholder may have owned shares in the Fund. Shareholders should consult
their tax advisors as to the application of state and local income tax laws to
Fund dividends and capital gain distributions.
In order to avoid a 4% excise tax on undistributed income, the Code
requires the Fund to distribute prior to calendar year end virtually all the
ordinary income of the Fund on a calendar year basis, and to distribute
virtually all of the capital gain net income realized in the one-year period
ending each December 31 and not previously distributed.
Distributions will be taxable whether received in cash or in shares
through the reinvestment of distributions. A dividend paid to a shareholder by
the Fund in January of a year generally is deemed to have been paid by the Fund
and received by shareholders on December 31 of the preceding year, if the
dividend was declared and payable to shareholders of record on a date in
October, November or December of that preceding year. The Fund will provide
federal tax information annually, including information about dividends and
distributions paid during the preceding year.
MANAGEMENT OF THE FUND
The Fund is managed by The Torray Corporation, 6610 Rockledge Drive, Suite
450, Bethesda, Maryland 20817 (the "Manager"), which provides investment
advisory and portfolio management services pursuant to a Management Agreement
dated November 16, 1990. The Manager also provides executive and other
personnel for management of the Fund. Pursuant to the Fund's Agreement and
Declaration of Trust, the Trustees supervise the affairs of the Fund as
conducted by the Manager. The Manager was formed in 1990 to serve as the
investment advisor to the Fund. Robert E. Torray, President of the Manager and
Portfolio Manager of the Fund, owns approximately 64% of the outstanding voting
securities of the Manager, and has over 36 years of investment experience. Mr.
Torray also owns 80 percent of the outstanding voting securities of Robert E.
Torray & Co., Inc., a registered investment advisor which has been in the
investment advisory business for 26 years.
For investment advisory and management services provided to the Fund, the
Manager receives a fee, computed daily and payable quarterly, at the annual
rate of one percent of the Fund's daily net assets. The Manager received 1.00%
of the Fund's average daily net assets for the fiscal year ended December 31,
1997.
8
<PAGE>
ORGANIZATION AND CAPITALIZATION OF THE FUND
The Fund was established in 1990 as a business trust under Massachusetts
law. The Fund has an unlimited authorized number of shares of beneficial
interest which may, without shareholder approval, be divided into an unlimited
number of series of such shares. These shares are entitled to vote at any
meetings of shareholders. Shares are freely transferable, are entitled to
dividends as declared by the Trustees, and, in liquidation of the Fund, are
entitled to receive the net assets of the Fund. The Fund does not generally
hold annual meetings of shareholders and will do so only when required by law.
The management and affairs of the Trust are supervised by the Trustees under
the laws governing business trusts in the Commonwealth of Massachusetts. The
Trustees have approved certain contracts under which certain companies provide
essential management services to the Trust. Shareholders may remove Trustees
from office by votes cast in person or by proxy at a meeting of shareholders or
by written consent. The Manager controls the word "Torray" in the Fund's name
and, if it should cease to be the Fund's investment advisor, the Fund may be
required to change its name.
9
<PAGE>
(This Page Intentionally Left Blank)
<PAGE>
INVESTMENT MANAGER
The Torray Corporation
6610 Rockledge Drive, Suite 450
Bethesda, MD 20817
LEGAL COUNSEL
Morgan, Lewis & Bockius LLP
1800 M Street, N.W.
Washington, D.C. 20036
INDEPENDENT AUDITORS
Briggs, Bunting, & Dougherty, LLP
Two Logan Square Suite 2121
18th & Arch Streets
Philadelphia, PA 19103-4901
CUSTODIAN
United Missouri Bank
928 Grand Blvd.
Kansas City, MO 64141-6226
TRANSFER AGENT
First Data Investor Services Group
P.O. Box 61503
3200 Horizon Drive
King of Prussia, PA 19406-0903
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
No person has been authorized to give any information or to make any
representations not contained in this prospectus in connection with the
offering made by this prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by the fund.
This Prospectus does not constitute an offer by the fund in any jurisdiction in
which such offering may not lawfully be made.
-------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Schedule of Fees .......................... 2
Financial Highlights ...................... 3
Investment Objective, Policies
and Risk Factors ....................... 4
Portfolio Turnover ........................ 5
Performance Information ................... 5
How to Buy Shares ......................... 6
How to Redeem ............................. 7
How Net Asset Value is Determined ......... 7
Distributions ............................. 8
Federal Income Taxes ...................... 8
Management of the Fund .................... 8
Organization and Capitalization
of the Fund ............................ 9
</TABLE>
THE TORRAY FUND
-------------------------------
PROSPECTUS
-------------------------------
April 30, 1998
Revised
September 8, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
