[Federal Register Volume 62, Number 80 (Friday, April 25, 1997)]
[Notices]
[Pages 20229-20230]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-10687]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 22625; 811-3]


Lord Abbett U.S. Government Securities Fund, Inc.; Notice of 
Application

April 18, 1997.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of Application for Deregistration under the Investment 
Company Act of 1940 (the ``Act'').

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APPLICANT: Lord Abbett U.S. Government Securities Fund, Inc.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant requests an order declaring that it 
has ceased to be an investment company.

FILING DATE: The application was filed on March 10, 1997.

HEARING OR NOTIFICATION OF HEARING: An order granting the application 
will be issued unless the SEC orders a hearing. Interested persons may 
request a hearing by writing to the SEC's Secretary and serving 
applicant with a copy of the request, personally or by mail. Hearing 
requests should be received by the SEC by 5:30 p.m. on May 13, 1997, 
and should be accompanied by proof of service on the applicant, in the 
form of an affidavit or, for lawyers, a certificate of service. Hearing 
requests should state the nature of the writer's interest, the person 
for the request, and the issues contested. Persons may request 
notification of a hearing by writing to the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street, NW, Washington, DC 20549. 
Applicant, 767 Fifth Avenue, New York, New York 10153.

FOR FURTHER INFORMATION CONTACT:
Diane L. Titus, Paralegal Specialist, at (202) 942-0584, or H.R. 
Hallock, Jr., Special Counsel, at (202) 942-0564 (Division of 
Investment Management, Office of Investment Company Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee from 
the SEC's Public Reference Branch.

Applicant's Representations

    1. Applicant is an open-end, diversified management investment 
company. It was incorporated under Delaware law on September 19, 1932 
under the name American Business Shares, Inc. Applicant registered 
under the Act on or about November 1, 1940 and was reincorporated under 
Maryland law under Articles of Incorporation dated July 9, 1975.
    2. On March 14, 1996, applicant's board of directors approved the 
terms of an Agreement and Plan of Reorganization (the 
``Reorganization'') involving applicant and the U.S. Government 
Securities Series (the ``Acquiring Fund''), a series of another open-
end investment company, Lord Abbett Investment Trust. The 
Reorganization provided for the transfer of all the assets of applicant 
in exchange for Class A shares of the Acquiring Fund and the assumption 
by the Acquiring Fund of all of applicant's liabilities. Applicant's 
board of directors, in accordance with rule 17a-8 under the Act, 
determined that the Reorganization was in applicant's best interest and 
would not result in any dilution to the interests of applicant's 
existing shareholders.
    3. A registration statement on Form N-14 was filed with the SEC on 
March 1, 1996 and declared effective on April 24, 1996. The proxy 
statement/prospectus contained in such registration was furnished to 
applicant's shareholders on or about April 24, 1996. The shareholders 
of applicant approved the Reorganization with the Acquiring Fund at a 
meeting held on June 19, 1996.
    4. On July 12, 1996, the Acquiring Fund acquired applicant's assets 
in exchange for its Class A shares. The number of full and fractional 
shares of the Acquiring Fund that were issued to applicant's 
shareholders was determined on the basis of the relative net asset 
values per share and the aggregate net assets of the Acquiring Fund and 
applicant as of the close of business on the New York Stock Exchange on 
July 12, 1996. At that time, applicant had 1,081,559,613 shares of 
common stock outstanding and aggregate net assets of $2,752,491,293, or 
$2.54 per share. Because the Acquiring Fund was a newly-created entity 
without assets, they were issued the same number of full and fractional 
shares of the Acquiring Fund, at the same net asset value per share, as 
were held by shareholders of applicant as of the close of business on 
July 12, 1996.
    5. The total expenses incurred by applicant and the Acquiring Fund 
in connection with the Reorganization were approximately $758,089. Of 
these expenses, $479,270 were incurred by applicant. These expenses 
include printing expenses, solicitation expenses, legal fees, mailing 
expenses, audit fees and expenses, and filing fees. To the extent 
applicant did not pay any such expenses prior to the effective date of 
the Reorganization, they have been assumed by the Acquiring Fund.
    6. Applicant has no assets, debts or liabilities. Applicant is 
neither engaged in nor proposes to engage in any business activities 
other than those necessary for the winding up of its affairs. Applicant 
is not a party to any litigation or administrative proceeding.
    7. Applicant intends to file a Certificate of Dissolution with the 
State of Maryland.


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    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-10687 Filed 4-24-97; 8:45 am]
BILLING CODE 8010-01-M