SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 12 *
T. ROWE PRICE SHORT-TERM 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)
<PAGE>
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 July 26, 1996. *
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 $0.01 Varying prices calculated
par value per share 2,593,173 as set forth in prospectus None *
Capital Stock of $0.01 Varying prices calculated
par value per share 63,457 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 $4.57 per share, equal to the net asset *
value as of the close of business on July 9, 1996 pursuant to Rule *
457(c). The total number of shares redeemed during this fiscal year ended
May 31, 1996 amounted to 7,939,492 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 5,346,319 shares have been used for reduction pursuant *
to paragraph (c) of Rule 24f-2 in all previous filings during the current
year. 2,593,173 shares of the redeemed shares for the fiscal year ended *
May 31, 1996 are being used for the reduction in the post-effective *
amendment being filed herein.
<PAGE>
PAGE 3
Pursuant to the requirements of the Securities Act of 1933 (the "Act"),
as amended, the Registrant, T. Rowe Price Short-Term U.S. Government
Fund, Inc., hereby submits this Post-Effective Amendment No. 12 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 2,656,630 shares of capital stock *
of the Fund to be offered under currently effective Prospectus dated
July 1, 1996 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. 12 *
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 24th day of July, 1996. *
T. ROWE PRICE SHORT-TERM 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 July 24, 1996 *
/s/ CARMEN F. DEYESU Treasurer (Chief
Financial Officer) July 24, 1996 *
/s/ GEORGE J. COLLINS Chairman of Board and
Director July 24, 1996 *
/s/ ROBERT P. BLACK Director July 24, 1996 *
/s/ CALVIN W. BURNETT Director July 24, 1996 *
/s/ ANTHONY W. DEERING Director July 24, 1996 *
/s/ F. PIERCE LINAWEAVER Director July 24, 1996 *
/s/ JAMES S. RIEPE V.P. & Director July 24, 1996 *
/s/ JOHN G. SCHREIBER Director July 24, 1996 *
EXHIBIT A
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 Third Avenue
New York, New York 10022-9998
(212) 758-9500
July 24, 1996
T. Rowe Price Short-Term U.S. Government Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price Short-Term U.S. Government Fund, Inc., a
Maryland
corporation (the "Corporation"), is filing with the Securities and
Exchange
Commission (the "Commission") Post-Effective Amendment No. 12 (the
"Amendment") 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 2,656,630
additional shares
of Capital Stock, par value one cent ($0.01) 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. 2,593,173 of the additional shares are
previously
outstanding shares of Capital Stock which were redeemed by the
Corporation
during the fiscal year ended May 31, 1996 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 fiscal
year or pursuant to paragraph (c) of Rule 24f-2 under the 1940 Act
in all
previous filings during the current fiscal 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 July 17, 1996 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 a
draft of the Amendment being filed by the Corporation, and are
generally
familiar with the corporate affairs of the Corporation.
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 Capital Stock, par value
one cent
($0.01) 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 Amendment,
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 Amendment, 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,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
SFH&G:LAR:MKN:KLJ:jlk
Exhibit B
July 24, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File Number 33-42206
T. Rowe Price Short-Term 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 Short-Term U.S. Government
Fund, Inc.
("Registrant") and, in this connection, have read and reviewed
Post-Effective
Amendment No. 12 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. 11 and (ii) Post-Effective Amendment
No. 12 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
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