SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 6 *
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT FUND, INC.
(Exact Name of Registrant as Specified in Charter)
100 East Pratt Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices)
Telephone Number: 410-547-2000
Henry H. Hopkins
100 East Pratt Street
Baltimore, Maryland 21202
(Name and Address of Agent for Service)
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Approximate Date of Proposed Public Offering
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
Pursuant to Section 24f-2 of the Securities Act of 1933, the
Registrant has registered an indefinite number of securities and
intends to file a 24f-2 Notice by April 29, 1994. *
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities Being Price Offering Registration
Being Registered Registered Per Unit Price Fee
Capital Stock of $1.00 Varying prices calculated
par value per share 54,055,726 as set forth in prospectus None *
Capital Stock of $1.00 Varying prices calculated
par value per share 61,441 as set forth in prospectus $100 *
*The calculation of the registration fee was made pursuant to Rule 24e-2 and
was based upon an offering price of $4.72 per share, equal to the net asset *
value as of the close of business on April 14, 1994 pursuant to Rule *
457(c). The total number of shares redeemed during this fiscal year ended
February 28, 1994 amounted to 71,977,956 shares. Of this number of *
shares, -0- shares have been used for reduction pursuant to paragraph (a) of
Rule 24e-2 in all previous filings of post-effective amendments during the
current year, and 17,922,230 shares have been used for reduction pursuant *
to paragraph (c) of Rule 24f-2 in all previous filings during the current
year. 54,055,726 shares of the redeemed shares for the fiscal year ended *
February 28, 1994 are being used for the reduction in the post-effective *
amendment being filed herein.
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PAGE 3
Pursuant to the requirements of the Securities Act of 1933 (the "Act"),
as amended, the Registrant, T. Rowe Price Adjustable Rate U.S. Government
Fund, Inc., hereby submits this Post-Effective Amendment No. 6 to its *
Registration Statement, Form N-1A (SEC File Number 33-42206), pursuant
to paragraph (b) of Rule 485 under the Act. The purpose of this
Amendment is to register an additional 54,117,167 shares of capital stock *
of the Fund to be offered under currently effective Prospectus dated
July 1, 1993 and to furnish the following: *
EXHIBIT A: Opinion of Shereff, Friedman, Hoffman & Goodman
as to the legality of the securities being registered.
EXHIBIT B: Representation of Henry H. Hopkins (Counsel for the
Registrant, as required under Rule 485(b)(3) and (e).
It is respectfully requested that this Post-Effective Amendment No. 6 *
become effective immediately upon filing pursuant to paragraph (b) of Rule
485 under the Act.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the 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 the City of Baltimore, State of
Maryland, this 27th day of April, 1994. *
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT FUND, INC.
/s/ PETER VAN DYKE, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ PETER VAN DYKE President & Director April 27, 1994 *
/s/ CARMEN F. DEYESU Treasurer (Chief
Financial Officer) April 27, 1994 *
/s/ GEORGE J. COLLINS Chairman of Board and
Director April 27, 1994 *
/s/ ROBERT P. BLACK Director April 27, 1994 *
/s/ CALVIN W. BURNETT Director April 27, 1994 *
/s/ ANTHONY W. DEERING Director April 27, 1994 *
/s/ F. PIERCE LINAWEAVER Director April 27, 1994 *
/s/ JAMES S. RIEPE V.P. & Director April 27, 1994 *
/s/ JOHN SAGAN Director April 27, 1994 *
/s/ JOHN G. SCHREIBER Director April 27, 1994 *
EXHIBIT A
April 27, 1994
T. Rowe Price Adjustable Rate U.S. Government Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price Adjustable Rate U.S. Government Fund, Inc., a Maryland
corporation (the "Corporation"), is filing with the Securities and
Exchange Commission (the "Commission") on behalf of T. Rowe Price
Adjustable Rate U.S. Government Fund, Inc. Post-Effective Amendment No. 6
to its Registration Statement under the Securities Act of 1933 (the "Act")
on Form N-1A (Securities Act File No. 33-42206) relating, among other
things, to the registration under the Act of 54,117,167 additional shares
of Common Stock, par value ($.01) per share (the "additional shares"),
which are to be offered and sold by the Corporation in the manner and on
the terms set forth in the Prospectus current and effective under the Act
at the time of sale. 54,055,726 of the additional shares are previously
outstanding shares of Common Stock, par value ($.01) per share, of the
Corporation which were redeemed by the Corporation during the fiscal year
ended February 28, 1994 but have not previously been used by the
Corporation for a reduction pursuant to paragraph (a) of Rule 24e-2 under
the Investment Company Act of 1940 (the "1940 Act") during the current
year or pursuant to paragraph (c) of Rule 24f-2 under the 1940 Act in all
previous filings during the current year.
We have, as counsel, participated in various corporate and other
proceedings relating to the Corporation and to the proposed issuance of
the additional shares. We have examined copies, either certified or
otherwise proven to our satisfaction to be genuine, of its Charter and
By-Laws, as currently in effect, and a certificate dated April 18, 1994
issued by the Department of Assessments and Taxation of the State of
Maryland, certifying the existence and good standing of the Corporation.
We have also reviewed the Post-Effective Amendment No. 6 on Form N-1A
being filed by the Corporation, and are generally familiar with the
corporate affairs of the Corporation.
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Based upon the foregoing, it is our opinion that:
A. The Corporation has been duly organized and is legally existing
under the laws of the State of Maryland.
B. The Corporation is authorized to issue one billion
(1,000,000,000) shares of Common Stock, par value ($.01) per share. Under
Maryland law, (a) the number of authorized shares may be increased or
decreased by action of the Board of Directors and (b) shares which were
issued and which have subsequently been redeemed by the Corporation are,
by virtue of such redemption, restored to the status of authorized and
unissued shares.
C. Subject to the effectiveness under the Act of the
above-mentioned Post-Effective Amendment No. 6 upon issuance of the
additional shares within the limits prescribed by the Charter of the
Corporation for a consideration of not less than the par value thereof,
and not less than the net asset value thereof, the additional shares will
be legally issued and outstanding and fully paid and non-assessable.
We hereby consent to the filing of this Opinion with the Securities
and Exchange Commission as part of the above-mentioned Post-Effective
Amendment to the Registration Statement, the reference to our firm as
counsel in the prospectus of the Corporation, and to the filing of this
Opinion as part of an application for registration of the Corporation, its
Capital Stock, or both, under the securities law of any state. In giving
this consent we do not admit that we come within the category of persons
whose consent is required under Section 7 of the Act.
We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any jurisdiction other
than those of the United States of America and the State of New York. We
note that we are not licensed to practice law in the State of Maryland,
and to the extent that any opinion herein involves the law of Maryland,
such opinion should be understood to be based solely upon our review of
the documents referred to above, the published statutes of the State of
Maryland and, where applicable, published cases, rules or regulations of
regulatory bodies of that State.
Very truly yours,
Shereff, Friedman, Hoffman & Goodman
Exhibit B
April 27, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File Number 33-42206
T. Rowe Price Adjustable Rate U.S. Government Fund, Inc.
Gentlemen:
As Legal Counsel for T. Rowe Price Associates, Inc., I work on various
matters involving the T. Rowe Price Adjustable Rate U.S. Government Fund, Inc.
("Registrant") and, in this connection, have read and reviewed Post-Effective
Amendment No. 6 to the Registrant's Registration Statement, Form N-1A (SEC
File Number 33-42206). In accordance with the provisions of paragraphs (b)(3)
and (e) of Rule 485 under the Securities Act of 1933, as amended, I hereby
represent that (i) no material event requiring disclosure in the Registrant's
Prospectus, other than the one listed in paragraph (b)(1) of Rule 485, has
occurred since the effective date of the Registrant's most recent
Post-Effective Amendment No. 5 and (ii) Post-Effective Amendment No. 6 does
not contain any disclosures which would render such Amendment ineligible to
become effective pursuant to paragraph (b) of Rule 485.
Sincerely,
/s/ HENRY H. HOPKINS
