As filed with the Securities and
Exchange Commission on August 14, 1996
Registration No. 33-43177; 811-6423
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Pre-Effective Amendment No. ___ ---
Post-Effective Amendment No. 6 X
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and
REGISTRATION UNDER THE INVESTMENT COMPANY ACT OF 1940
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Amendment No. 8 X
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(Check appropriate box or boxes)
HILLIARD LYONS GROWTH FUND, INC.
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(Exact Name of Registrant as Specified in Charter)
Hilliard Lyons Center
Louisville, Kentucky 40202
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(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (502) 588-8400
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Dianna P. Wengler
Vice President
HILLIARD LYONS GROWTH FUND, INC.
Hilliard Lyons Center
Louisville, Kentucky 40202
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(Name and address of agent for service)
With a copy to:
William G. Strench
Brown, Todd & Heyburn PLLC
3200 Providian Center
Louisville, Kentucky 40202
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Amending Part C
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It is proposed that this filing will become effective:
X immediately upon filing pursuant to paragraph (b)
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--- on __________ pursuant to paragraph (b)
--- 60 days after filing pursuant to paragraph (a)(1)
--- on __________ pursuant to paragraph (a)(1)
--- 75 days after filing pursuant to paragraph (a)(2)
--- on _____________ 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 elected to register an indefinite number of securities pursuant
to Rule 24f-2. On February 6, 1996 registrant filed its Rule 24f-2 Notice for
the fiscal year ended December 31, 1995.
Page 1 of ___ sequential pages (including exhibits)
The index of exhibits is on sequential page __.
PART C
OTHER INFORMATION
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ITEM 24. Financial Statements and Exhibits
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a) Financial Statements included in Part B:
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statements of Changes in Net Assets
b) Exhibits:
(1) Articles of Incorporation.*
(2) Bylaws.*
(3) Not applicable.
(4) Not applicable.
(5) (a) Investment Advisory Agreement between Registrant and
Hilliard Lyons Investment Advisors, a division of J.J.B.
Hilliard, W.L. Lyons, Inc.*
(b) Amendment No. 1 to Investment Advisory Agreement.*
(6) (a) Distribution Agreement between Registrant and J.J.B.
Hilliard, W.L. Lyons, Inc.*
(b) Amendment No. 1 to Distribution Agreement.*
(c) Form of Sales Agreement between J.J.B. Hilliard, W.L.
Lyons, Inc. and selected dealers.*
(7) Not applicable.
____________________
*Previously filed.
1
(8) Form of Custodian Agreement between Registrant and State Street
Bank and Trust Company.*
(9) Form of Transfer Agency and Service Agreement between Registrant
and State Street Bank and Trust Company.*
(10) Opinion and consent of Hirn Reed Harper & Eisinger, counsel to
the Fund.*
(11) Consent of Ernst & Young LLP, Independent Auditors.*
(12) Not applicable.
(13) Subscription Agreement with initial stockholder.*
(14) Not applicable.
(15) Amended and Restated Distribution Plan pursuant to Rule 12b-1.*
(16) Not applicable.
(17) Not applicable.
(27) Financial Data Schedule
____________________
*Previously filed.
ITEM 25. Persons Controlled by or under Common Control with Registrant
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None.
ITEM 26. Number of Holders of Securities
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As of February 29, 1996, the number of record holders of the Registrant's
shares of common stock was approximately 1,405.
ITEM 27. Indemnification
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Reference is made to Article IX of Registrant's Articles of Incorporation
and Article V of Registrant's Bylaws which are filed as exhibits to this
Registration Statement.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of Registrant pursuant to the foregoing provisions, or otherwise,
Registrant has been advised that in the opinion of the
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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
Registrant of expenses incurred or paid by a director, officer or controlling
person of Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, 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 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.
Pursuant to the Distribution Agreement, as amended, between the Fund and
J.J.B. Hilliard, W.L. Lyons, Inc. (the "Distributor"), the Fund is required to
indemnify and hold harmless the Distributor and each person, if any, who
controls the Distributor against any loss, liability, claim, damage or expense
(including the reasonable cost of investigating or defending any alleged loss,
liability, claim, damage or expense and reasonable counsel fees incurred in
connection therewith), arising by reason of any person acquiring any shares of
the Fund, which may be based upon the Securities Act of 1933, or on any other
statute or at common law, on the ground that the Fund's Registration Statement
or related Prospectus and Statement of Additional Information, as from time to
time amended and supplemented, or an annual or interim report to stockholders of
the Fund, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary in order to make the
statements therein not misleading, unless such statement or omission was made in
reliance upon, and in conformity with, information furnished to the Fund in
connection therewith by or on behalf of the Distributor.
ITEM 28. Business and Other Connections of Investment Adviser
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J.J.B. Hilliard, W.L. Lyons, Inc., through its division, Hilliard Lyons
Investment Advisors, is the investment adviser of the Registrant. For
information concerning the business, profession, vocation or employment of a
substantial nature of J.J.B. Hilliard, W.L. Lyons, Inc., reference is made to
Form ADV filed by it under the Investment Advisers Act of 1940.
Set forth below is a list as of March 30, 1996 of all directors and of all
officers (at the Executive Vice President level and above) of J.J.B. Hilliard,
W.L. Lyons, Inc. and the name and business address of the company (if any),
other than J.J.B. Hilliard, W.L. Lyons, Inc. and its affiliates, with which each
such individual has been connected since January 1, 1995, as well as the
capacity in which such individual was connected:
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Name and Title of Name and Address of
Officer or Director Company with which
of J.J.B. Hilliard, Officer or Director
W.L. Lyons, Inc. Is Connected Capacity
---------------- ------------------ --------
James M. Rogers none
Executive Vice
President
Donald F. Kohler Hilliard-Lyons director
Executive Vice Government Fund, Inc.
President and director Hilliard Lyons Center
Louisville, KY 40202
Chester B. Stem Inc. director
P.O. Box 69
New Albany, IN 47150
James R. Allen
Executive Vice
President and director none
James C. Stone III none
Executive Vice
President, Treasurer
and director
4
James W. Stuckert Royal Gold, Inc. director
Chairman of the Board, 1600 Wynkoop Street
President and director Suite 1000
Denver, CO 80202
DataBeam Corporation director
3256 Lochness Drive
Lexington, KY 40517
J.J. Skinner, Inc. director
1595 Starks Building
Louisville, KY 40202
Kenneth W. Moore Hadley Pottery, President
Senior Vice President, Incorporated
Secretary and director 1570 Story Avenue
Louisville, KY 40206
Stephen L. Grossman none
Senior Vice President,
Investment Broker and director
Samuel C. Harvey none
Executive Vice President
and director
G. Michael Perros 301 West Main Street General Partner
First Vice President, Partners Commercial
Investment Broker Real Estate
and director
F. James Walker none
Senior Vice President
and director
5
In addition to the foregoing connections, all of the directors of J.J.B.
Hilliard, W.L. Lyons, Inc. serve as directors of Hilliard-Lyons, Inc., the
parent of J.J.B. Hilliard, W.L. Lyons, Inc., and some of the directors and
officers of J.J.B. Hilliard, W.L. Lyons, Inc. serve as officers of Hilliard-
Lyons, Inc. and as directors or officers, or both, of other subsidiaries of
Hilliard-Lyons, Inc., each of which subsidiaries, other than Hilliard Lyons
Trust Company, is organized for the purpose of carrying out the investment
banking activities of J.J.B. Hilliard, W.L. Lyons, Inc. or activities in support
thereof.
ITEM 29. Principal Underwriters
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(a) J.J.B. Hilliard, W.L. Lyons, Inc. is Registrant's principal
underwriter. J.J.B. Hilliard, W.L. Lyons, Inc. currently serves as
investment adviser and principal underwriter of Hilliard-Lyons
Government Fund, Inc., an open-end money market fund.
(b) Set forth below is certain information pertaining to the directors and
officers (at the Executive Vice President level and above) of J.J.B.
Hilliard, W.L. Lyons, Inc., the Registrant's principal underwriter:
Positions
Name and Principal Positions and Offices and Offices
Business Address with Underwriter with Registrant
---------------------- --------------------- ---------------
James M. Rogers Executive Vice none
Hilliard Lyons Center President
Louisville, KY 40202
James R. Allen Executive Vice none
Hilliard Lyons Center President; Manager,
Louisville, KY 40202 Branch and Marketing
Administration and director
Donald F. Kohler Executive Vice Chairman of
Hilliard Lyons Center President and director the Board
Louisville, KY 40202
Robert M. Lee Executive Vice none
Hilliard Lyons Center President; Manager,
Louisville, KY 40202 Fixed Income Group
and director
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James C. Stone III Executive Vice none
Hilliard Lyons Center President, General
Louisville, KY 40202 Counsel, Treasurer;
Manager, Operations
Department and director
James W. Stuckert Chairman of the Board; none
Hilliard Lyons Center President, and director
Louisville, KY 40202
Kenneth W. Moore Senior Vice President none
Hilliard Lyons Center and Secretary; Invest-
Louisville, KY 40202 ment Broker and director
Samuel C. Harvey Executive Vice President; President
Hilliard Lyons Center Manager, Investment
Louisville, KY 40202 Management Group and director
Stephen L. Grossman Senior Vice President; none
106 West Vine Street Investment Broker
Lexington, KY 40507 and director
G. Michael Perros Senior Vice President; none
446 East Main Street Investment Broker
Danville, KY 42101 and director
F. James Walker Senior Vice President; none
Hilliard Lyons Center Manager, Financial Services
Louisville, KY 40202 Group and director
(c) Not applicable.
ITEM 30. Location of Accounts and Records
--------------------------------
All such accounts, books and other documents are maintained at the office
of State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02105 and Hilliard Lyons Growth Fund, Inc., Hilliard Lyons Center,
Louisville, Kentucky 40202.
ITEM 31. Management Services
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Not applicable.
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ITEM 32. Undertakings
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(a) Not applicable.
(b) Not applicable.
(c) Registrant hereby undertakes to furnish to each person to whom a
prospectus is delivered with a copy of Registrant's latest annual
report to shareholders, upon request and without change.
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b)(1) under the Securities Act of 1933 and has duly caused this Post-
Effective Amendment No. 6 to the Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Louisville
and Commonwealth of Kentucky, on the 13th day of August, 1996.
HILLIARD LYONS GROWTH FUND, INC.
By: /S/ SAMUEL C. HARVEY
___________________________
Samuel C. Harvey, President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 6 to the Registration Statement has been signed below by
the following persons in the capacities and on the date indicated.
Signature Title Date
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*/s/ DONALD F. KOHLER Chairman of the Board of August 13, 1996
__________________________ Directors (Principal
Donald F. Kohler Executive Officer)
/s/ SAMUEL C. HARVEY
__________________________ President August 13, 1996
Samuel C. Harvey
*/s/ JOSEPH C. CURRY, JR. Vice President and Treasurer August 13, 1996
__________________________ (Principal Financial Officer
Joseph C. Curry, Jr. and Principal Accounting Officer)
*/s/ WILLIAM A. BLODGETT, JR. Director August 13, 1996
_____________________________
William A. Blodgett, Jr.
*/s/ JOHN C. OWENS Director August 13, 1996
__________________________
John C. Owens
*/s/ GILBERT L. PAMPLIN Director August 13, 1996
__________________________
Gilbert L. Pamplin
*/s/ DILLMAN A. RASH Director August 13, 1996
__________________________
Dillman A. Rash
*By: /s/ SAMUEL C. HARVEY
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Samuel C. Harvey,
Attorney-in-Fact pursuant
to Power of Attorney
previously filed with
the Commission
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EXHIBIT INDEX
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Exhibits:
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(1) Articles of Incorporation.*
(2) Bylaws.*
(3) Not applicable.
(4) Not applicable.
(5) (a) Investment Advisory Agreement between Registrant and Hilliard Lyons
Investment Advisors, a division of J.J.B. Hilliard, W.L. Lyons, Inc.*
(b) Amendment No. 1 to Investment Advisory Agreement.*
(6) (a) Distribution Agreement between Registrant and J.J.B. Hilliard, W.L.
Lyons, Inc.*
(b) Amendment No. 1 to Distribution Agreement.*
(c) Form of Sales Agreement between J.J.B. Hilliard, W.L. Lyons, Inc. and
selected dealers.*
(7) Not applicable.
(8) Form of Custodian Agreement between Registrant and State Street Bank
and Trust Company.*
(9) Form of Transfer Agency and Service Agreement between Registrant and
State Street Bank and Trust Company.*
(10) Opinion and consent of Hirn Reed Harper & Eisinger, counsel to the
Fund.*
(11) Consent of Ernst & Young LLP, Independent Auditors.*
(12) Not applicable.
____________________
*Previously filed.
11
(13) Subscription Agreement with initial stockholder.*
(14) Not applicable.
(15) Amended and Restated Distribution Plan pursuant to Rule 12b-1.*
(16) Not applicable.
(17) Not applicable.
(27) Financial Data Schedule*
____________________
*Previously filed.
12
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