As filed with the Securities and Exchange Commission April 28, 1996
Registration No. 2-10694
811-0091
______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-6
________________________
POST-EFFECTIVE AMENDMENT NO. 35 TO
REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
_________________________
A. Exact name of Trust:
LEXINGTON CORPORATE LEADERS TRUST FUND
B. Name of depositor:
Lexington Management Corporation
C. Complete address of depositor's principal executive offices:
Lexington Management Corporation
Park 80 West Plaza Two
Saddle Brook, New Jersey 07663
D. Name and address of agent for service:
Lisa Curcio
Lexington Corporate Leaders Trust Fund
Park 80 West Plaza Two
Saddle Brook, New Jersey 07663
With a copy to:
Carl Frischling, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
E. Amount of filing fee:
The Registrant has registered an indefinite number of shares
under the Securities Act of 1933 pursuant to Section 24(f)
of the Investment Company Act of 1940. A Rule 24f-2 Notice
for the Registrant's fiscal year ended December 31, 1995 was
filed on February 26, 1996.
F. Approximate date of proposed public offering:
It is proposed that this filing will become effective April 29, 1996
pursuant to paragraph (b) of Rule 485.
<PAGE>
LEXINGTON CORPORATE LEADERS TRUST FUND
CROSS-REFERENCE SHEET
Pursuant to Rule 404(c) of Regulation C under the Securities Act of 1933.
(Form N-8B-2 Items required by Instructions as to the Prospectus in Form S-6)
FORM N-8B-2 FORM S-6
Item Number Heading in Prospectus
- ----------- ---------------------
I. Organization and General Information
1. (a) Name of Trust and Tax I.D. Number Description of the Trust
(b) Title of securities issued Description of the Trust
2. Name and address of each depositor Cover
3. Name and address of trustee Cover
4. Name and address of principal Cover
underwriter
5. State of organization of Fund Description of the Trust
6. Execution and termination of Highlights; Amendment and
trust indenture Termination
7. Changes of Name Description of the Trust
8. Fiscal Year Miscellaneous
9. Litigation Miscellaneous
10. (a) Registered or bearer Purchase of Participations
(b) Cumulative or distributive Shareholder Services
securities
(c) Redemption How to Redeem Participations
(d) Conversion, transfer, etc. Shareholder Services
(e) Periodic Payment Plan *
(f) Voting Rights Amendment and Termination
<PAGE>
FORM N-8B-2 FORM S-6
Item Number Heading in Prospectus
- ----------- ---------------------
(g) Notice to holders Amendment and Termination
(h) Consents required Amendment and Termination
(i) Other provisions *
11. Type of securities comprising a Unit Description of the Trust
12. Certain information regarding *
periodic payment certificates
13. (a) Load, fees, expenses, etc. Purchase of Participations
(b) Certain information *
regarding periodic
payment certificates
(c) Certain percentages Purchase of Participations
(d) Certain differences in prices Purchase of Participations
(e) Certain other fees, etc. Purchase of Participations
payable by holders
(f) Certain other profits Miscellaneous
(g) Ratio of annual charges to income *
14. Issuance of trust's securities Purchase of Participations
15. Receipt and handling of payments from Description of the Trust
purchasers
16. Acquisition and disposition of Description of The Trust
underlying securities
17. Withdrawal or redemption Description of the Trust
(a) Receipt, custody and Shareholder Services
disposition of income
(b) Reinvestment of distributions Shareholder Services
(c) Reserves or special funds Shareholder Services
(d) Schedule of distributions Nonstandardized Investment
Return
19. Records, accounts and reports Purchase of Participations
20. Certain miscellaneous
provision of trust agreement
(a) Amendment Amendment and Termination
(b) Termination Amendment and Termination
(c)&(d) Trustee, removal and
successor Resignation, Removal, etc.
(e)&(f) Depositor, removal
and successor Resignation, Removal, etc.
21. Loans to security holders *
<PAGE>
FORM N-8B-2 FORM S-6
Item Number Heading in Prospectus
- ----------- ---------------------
22. Limitations on Liability Resignation, Removal, etc.
23. Bonding arrangements *
24. Other material provisions of
trust agreement Miscellaneous
III. Organization, Personnel and Affiliated
25. Organization of depositor Miscellaneous
26. Fees received by depositor Miscellaneous
27. Business of depositor Miscellaneous
28. Certain information as to Miscellaneous
officials and affiliated
persons of depositor
29. Voting securities of depositor Miscellaneous
30. Persons controlling depositor Miscellaneous
31. Payments by depositor for *
certain services
32. Payments by depositor for *
certain other services
rendered to trust
33. Remuneration of employees of *
depositor for certain services
rendered to trust
34. Remuneration of other persons *
for certain services rendered
to trust
IV. Distribution and Redemption of Securities
35. Distribution of trust's Purchase of Participations
securities by states
36. Suspension of sales of trust's *
securities
37. Revocation of authority to *
distribute
38. (a) Method of distribution *
(b) Underwriting agreements *
(c) Selling agreements *
<PAGE>
FORM N-8B-2 FORM S-6
Item Number Heading in Prospectus
- ----------- ---------------------
39. (a) Organization of principal Miscellaneous
underwriters
(b) N.A.S.D. membership of
principal underwriters Miscellaneous
40. Certain fees received by Purchase of Participations;
principal underwriters Miscellaneous
41. (a) Business of principal underwriters Miscellaneous
(b) Branch officers of principal
underwriters *
(c) Salesmen of principal
underwriters *
42. Ownership of trust's securities by Miscellaneous
certain persons
43. Certain brokerage commissions
by principal underwriters *
44. (a) Method of valuation How to Redeem Participations
(b) Schedule as to offering price
(c) Variation in offering price to
certain persons Purchase of Participations
45. Suspension of redemption rights How to Redeem Participations
46. (a) Redemption valuation How to Redeem Participations
(b) Schedule as to redemption price How to Redeem Participations
47. Maintenance of position in *
underlying securities
V. Information Concerning the Trustee or Custodian
48. Organization and regulation of Miscellaneous
trustee
49. Fees and expenses of trustee Miscellaneous
50. Trustee's lien *
VI. Information Concerning Insurance of Holders of Securities
51. Insurance of holders of *
Trust's securities
<PAGE>
FORM N-8B-2 FORM S-6
Item Number Heading in Prospectus
- ----------- ----------------------
VII. Policy of Registrant
52. (a) Provisions of trust Description of the Trust
agreement with respect to
selection or elimination
of underlying securities
(b) Transactions involving Description of the Trust
elimination of underlying
securities
(c) Policy regarding Description of the Trust
substitution elimination
of underlying securities
(d) Fundamental policy not *
otherwise covered
53. Tax status of trust Taxation
VIII. Financial and Statistical Information
54. Fund's securities during last Financial Statements
ten years
55. Certain information regarding *
periodic payment certificates
56. Certain information regarding *
periodic payment certificates
57. Certain information regarding *
periodic payment certificates
58. Certain information regarding *
periodic payment certificates
59. Financial statements Financial Statements
(Instruction 1(c) Form S-6)
Prospectus dated April 29, 1996
LEXINGTON CORPORATE LEADERS
TRUST FUND
PARK 80 WEST, PLAZA TWO
SADDLE BROOK, NEW JERSEY 07663
Shareholder Services: 1-800-526-0056
Institutional/Financial Adviser Services: 1-800-367-9160
24 Hour Account Information: 1-800-526-0052
- --------------------------------------------------------------------------------
Lexington Corporate Leaders Trust Fund (the "Trust") was created in
1935 with the objective of seeking long term capital growth and income
through investment in an equal number of shares of the common stocks of
a fixed list of American blue chip corporations. Currently, the Trust is
invested in twenty-three such corporations including Eastman Kodak,
General Electric, Mobil, Sears Roebuck and Travelers. Investments in
these corporations, while having potential for long term capital growth
and income, may be considered conservative investments. The value of
participations of the Trust will fluctuate with the market value of the
underlying portfolio securities.
The minimum initial purchase requirement is $1,000 and additional
investments must be at least $50. Participations are sold without a
sales or redemption charge.
- --------------------------------------------------------------------------------
Sponsor: Trustee:
Lexington Management Corporation State Street Bank and Trust Company
Park 80 West, Plaza Two Mutual Fund Services Area
Saddle Brook, New Jersey 07663 Lexington Corporate Leaders Trust Fund
225 Franklin Street
Boston, Massachusetts 02110
Distributor:
Lexington Funds Distributor, Inc.
Park 80 West, Plaza Two
Saddle Brook, New Jersey 07663
Participations are not deposits or obligations of (or endorsed or guaranteed
by) any bank, nor are they federally insured or otherwise protected by the
Federal Deposit Insurance Corporation ("FDIC"), the Federal Reserve Board or any
other agency. Investing in the Trust involves investment risks, including the
possible loss of principal, and their value and return will fluctuate.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-
MISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
- --------------------------------------------------------------------------------
Read and Retain this Prospectus for Future Reference.
<PAGE>
HIGHLIGHTS
The Trust and Its Objective
The Trust was created in 1935 with the objective of seeking long term
capital growth and income through investment in an equal number of shares of
common stock of a fixed list of American blue chip corporations. Currently the
Trust is invested in twenty-three such corporations. There can be no assurance
that the Trust's objective will be achieved. See "Description of the Trust"
herein.
Public Offering Price
The initial purchase requirement for an investment in the Trust is $1,000
and additional investments must be at least $50. Investors receive a fractional
undivided interest in and ownership of the Trust Fund and Distributive Fund
described below which is called a participation. Participations are offered at a
price equal to the net asset value next determined after an order is received.
Special Considerations
The value of a participation fluctuates with the market value of the
underlying portfolio securities of the Trust. The dividend income, if any, from
the portfolio securities is subject to fluctuation which in turn will affect the
amounts of distributions made to participants. An investor in the Trust has no
assurance against loss in a declining market and redemption at a time when the
market value of the participations is less than their cost, will result in a
loss to the investor.
Semi-Annual Distributions
Semi-annual distributions on June 30 and December 31 of each year
(Distribution Date) will be reinvested at net asset value in additional
participations of the Trust unless the participant notifies the Trustee to pay
such distributions in cash.
Taxation
For Federal income tax purposes, (1) the Trust will be treated as a fixed
investment trust and will not be subject to Federal income tax, (2) each
participant will be treated as the owner of his pro rata portion of the common
stock of the corporations held by the Trust, (3) each participant will be
required to include in his gross income his pro rata portion of the dividends
and interest received by the Trust (including the amounts of such dividends and
interest that are not distributed to participants but are used to pay the fees
and expenses of the Trust), at the time such dividends and interest are received
by the Trust, not at the later time such dividends and interests are distributed
to participants or reinvested in additional participations, and (4) each
individual participant who itemizes deductions may deduct his pro rata portion
of the fees and expenses of the Trust only to the extent such amount, together
with his other miscellaneous itemized deductions, exceeds 2% of his adjusted
gross income. See "Taxation" herein.
The Indenture
The Amended and Restated Indenture is effective as of November 14, 1989, as
amended on April 23, 1993 (the "Indenture"). Both the Indenture and the Trust
will terminate on November 30, 2100.
DESCRIPTION OF THE TRUST
Corporate Leaders Trust Fund was created under New York Law by an Indenture
dated November 18, 1935, as amended and supplemented, between Empire Trust
Company (now The Bank of New York by merger) as Trustee, and Corporate Leaders
of America, Inc., as Sponsor. On October 29, 1971, Corporate Leaders of America,
Inc. was merged into Piedmont Capital Corporation, which designated Manlex
Corporation as Sponsor of the Trust on March 25, 1981. On October 31, 1988
holders of Corporate Leaders Trust Fund Certificates Series B voted to approve
an Amended and Restated Indenture which, among other things, designated
Lexington Management Corporation, the parent company of Manlex Corporation, as
Sponsor, and changed the name to Lexington Corporate Leaders Trust Fund (Federal
I.D. #13-6061925). Holders of Corporate Leaders Trust Fund Certificates Series A
continue to be governed by the initial Indenture. This Prospectus pertains
solely to Lexington Corporate Leaders Trust Fund Certificates Series B (herein
referred to as the "Trust"). All discussions herein of articles and sections of
the Indenture refer to the Amended and Restated Indenture (the "Indenture").
The Trust is comprised of a Trust Fund and a Distributive Fund. The Trust
Fund is composed of stock units, each unit consisting of one share of common
stock of each of the twenty-three American corporations and such cash as may be
available for the purchase of stock units. Cash received on sales of
participations, (excluding the portion thereof, if any, attributable to the
value of, and therefore
2
<PAGE>
deposited in, the Distributive Fund) including distributions by the Trust which
are reinvested in additional participations under the Distribution Reinvestment
Program described herein, is held in the Trust Fund without interest until
receipt of sufficient cash to purchase at least one hundred stock units. To the
extent monies remain uninvested in the Trust, the Trustee will derive a benefit
therefrom.
All dividends and any other cash distributions received by the Trust with
respect to the common stock held in the Trust Fund are deposited in the
Distributive Fund. Any non-cash distributions received by the Trust with respect
to the common stock held in the Trust Fund are sold by the Trustee and the
proceeds of sale are deposited in the Distributive Fund. The Trustee may invest
the funds deposited in the Distributive Fund in debt obligations issued or
guaranteed by the United States Government, its agencies or instrumentalities,
or in repurchase agreements collateralized by such United States Government
obligations, which mature prior, and as close as practicable, to the next
Distribution Date. The interest earned on such investments is also deposited in
the Distributive Fund. Fees and expenses of the Trust are paid from the
Distributive Fund. The Trustee may from time to time set aside out of the
Distributive Fund a reserve for payments of taxes or other governmental charges.
On each Distribution Date, the Trustee uses the money in the Distributive
Fund to purchase additional participations for participants under the
Distribution Reinvestment Program described herein, unless the participant has
elected to receive his distribution in cash.
In the event of the merger, consolidation, re-capitalization or readjustment
of the issuer of any portfolio security with any other corporation, the Sponsor
may instruct the Trustee, in writing, to accept or reject such offer or take
such other action as the Sponsor may deem proper. Any securities received in
exchange shall be held by the Portfolio and shall be subject to the terms and
conditions of the Amended and Restated Indenture to the same extent as the
securities originally held in the Portfolio. Securities received pursuant to an
exchange may result in the Trust holding fewer shares than originally held in
the Portfolio security. Each stock unit issued after the effective date of such
an exchange will include one share of the corporation received on exchange.
The Trust will enter into repurchase agreements only with commercial banks
and dealers in U.S. government securities. Repurchase agreements when entered
into with dealers, will be fully collateralized including the interest earned
thereon during the entire term of the agreement. If the institution defaults on
the repurchase agreement, the Trust will retain possession of the underlying
securities. In addition, if bankruptcy proceedings are commenced with respect to
the seller, realization on the collateral by the Trust may be delayed or limited
and the Trust may incur additional costs. In such case the Trust will be subject
to risks associated with changes in the market value of the collateral
securities.
The Trust is invested in an equal number of shares of the common stock of a
fixed list of twenty-three American corporations. The Trust's portfolio
investments are not managed and are expected to remain fixed. Of the securities
held on December 31, 1995, 16.7% were in consumer products, 21.0% were in
international oil companies and 9.2% were in chemical and fertilizer companies.
A complete list of the securities is contained in the financial statements
included herein. The value of a participation in the Trust fluctuates with the
market value of the underlying common stock held by the Trust. The dividend
income, if any, from the common stocks is subject to fluctuation, which, in turn
will affect the amounts of distributions made to participants.
The Sponsor may direct the Trustee to sell the shares of common stock of any
of the twenty-three corporations if (i) the corporation has failed to declare or
pay dividends on the common stock ; (ii) a materially adverse legal proceeding
has been instituted which affects the declaration or payment of dividends; (iii)
a breach of covenant or warranty exists which may materially affect the payment
of dividends; (iv) a default in payment of principal or income on any other
outstanding securities of the corporation occurs which may affect the payment of
dividends; or (v) the common stock ceased to be listed on the New York Stock
Exchange and after fifteen days has not been reinstated. The proceeds of any
such sale shall be deposited in the Distributive Fund.
------------------------------
3
<PAGE>
SELECTED FINANCIAL INFORMATION
The following table of selected financial information has been audited by
McGladrey & Pullen, LLP independent certified public accountants, whose report
thereon appears elsewhere in this prospectus.
<TABLE>
<CAPTION>
Thirteen
Months
Per participation operating performance Years Ended December 31, Ended Years Ended
(for a participation outstanding --------------------------------------------------------------- December November 30,
throughout the period) 1995 1994 1993 1992 1991 1990 1989 31, 1988 1987 1986
---- ---- ---- ---- ---- ---- ---- -------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning year ....... $10.51 $12.78 $11.62 $11.52 $10.53 $13.68 $12.00 $10.93 $14.26 $12.71
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Income from investment operations:
Net investment income ............... .28 .31 .33 .36 .39 .43 .46 .77 .55 .64
Net realized and unrealized gain
(loss) on investments ............. 3.82 (.45) 1.71 .70 1.64 (.89) 3.18 2.27 (1.31) 3.70
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total from investment operations ...... 4.10 (.14) 2.04 1.06 2.03 (.46) 3.64 3.04 (.76) 4.34
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Less distributions:
Dividends from net investment income. (.28) (.32) (.33) (.35) (.40) (.43) (.46) (.82) (.55) (.65)
Distributions from net realized gains (.03) (.90) (.28) (.35) (.28) (1.29) (1.00) (.58) (.96) (1.04)
Distributions from income and realized
gains included in terminations .... (.02) (.01) - (.01) - (.01) (.02) (.02) (.02) (.03)
Distributions from capital .......... (.54) (.90) (.27) (.25) (.36) (.96) (.48) (.55) (1.04) (1.07)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total distributions ............. (.87) (2.13) (.88) (.96) (1.04) (2.69) (1.96) (1.97) (2.57) (2.79)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Change in net asset value for the year. 3.23 (2.27) 1.16 .10 .99 (3.15) 1.68 1.07 (3.33) 1.55
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value at end of year ........ $13.74 $10.51 $12.78 $11.62 $11.52 $10.53 $13.68 $12.00 $10.93 $14.26
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
Total Return .......................... 39.21% (0.77%) 17.57% 9.63% 19.41% (4.20%) 30.34% 28.21% (7.81%) 34.27%
Ratio/Supplemental Data
Net Assets, end of year (000) .........$256,427 $156,286 $147,181 $105,712 $98,104 $85,961 $94,379 $77,868 $65,967 $78,714
Ratios to average net asset of:
Expenses ............................ .58% .62% .57% .60% .67% .67% .72% .26%* .08% .08%
Net investment income ............... 2.57% 2.84% 2.78% 3.16% 3.46% 3.57% 3.34% 5.88%* 4.01% 4.47%
</TABLE>
*Annualized
HOW TO PURCHASE PARTICIPATIONS
Initial Investment-Minimum $1,000. By Mail: Send a check payable to Lexington
Corporate Leaders Trust Fund, along with a completed New Account Application to
State Street Bank and Trust Company (the "Agent").
Subsequent Investments-Minimum $50. By Mail: Send a check payable to Lexington
Corporate Leaders Trust Fund, to the Agent, accompanied by either the detachable
form which is part of the confirmation of a prior transaction or a letter
indicating the dollar amount of the investment and identifying the Trust,
account number and registration.
Broker-Dealers: You may invest in participations of the Trust through
broker-dealers who are members of the National Association of Securities
Dealers, Inc., and other financial institutions and who have selling agreements
with Lexington Funds Distributor, Inc. Broker-dealers and financial institutions
who process such purchase and sale transactions for their customers may charge a
transaction fee for these services. The fee may be avoided by purchasing
participations directly from the Trust.
The Open Account: By investing in the Trust, a shareholder appoints the Agent,
as his agent, to establish an open account to which all participations
purchased, including additional participations purchased under the Distribution
Reinvestment Program, will be credited. Participation certificates will be
issued for full participations only when requested in writing. Unless payment
for participations is made by certified or cashier's check or federal funds
wire, certificates will not be issued for 30 days. In order to facilitate
redemptions and transfers, most participation holders elect not to receive
certificates.
4
<PAGE>
After an Open Account is established, payments can be provided for by
"Lex-O-Matic" or other authorized automatic bank check program accounts (checks
drawn on the investor's bank periodically for investment in the Trust).
Automatic Investing Plan with "Lex-O-Matic". A shareholder may arrange to
make additional purchases of shares automatically on a monthly or quarterly
basis. The investments of $50 or more are automatically deducted from a checking
account on or about the 15th day of each month. The institution must be an
Automated Clearing House (ACH) member. Should an order to purchase shares of a
fund be cancelled because your automated transfer does not clear, you will be
responsible for any resulting loss incurred by that fund. The shareholder
reserves the right to discontinue the Lex-O-Matic program provided written
notice is given ten days prior to the scheduled investment date. Further
information regarding this service can be obtained from Lexington by calling
1-800-526-0056.
On payroll deduction accounts administered by an employer and on payments
into qualified pension or profit sharing plans and other continuing purchase
programs, there are no minimum purchase requirements.
Terms of Offering: If an order to purchase participations is cancelled because
the investor's check does not clear, the purchaser will be responsible for any
loss incurred by the Trust. To recover any such loss the Trust reserves the
right to redeem participations owned by the purchaser, and may prohibit or
restrict the purchaser in placing future orders in any of the Lexington Funds.
The Trust reserves the right to reject any order, and to waive or lower the
investment minimums with respect to any person or class of persons, including
participation holders of the Trust's special investment programs. An order to
purchase participations is not binding on the Trust until it has been confirmed
by the Agent.
Shareholder Servicing Agents: The Trust may enter into Shareholder Servicing
Agreements with one or more Shareholder Servicing Agents. The Shareholder
Servicing Agent may, as agent for its customers, among other things: answer
customer inquiries regarding account status, account history and purchase and
redemption procedures; assist shareholders in designating and changing dividend
options, account designations and addresses; provide necessary personnel and
facilities to establish and maintain shareholder accounts and records; assist in
processing purchase and redemption transactions; arrange for the wiring of
funds; transmit and receive funds in connection with customer orders to purchase
or redeem shares; verify and guarantee shareholder signatures in connection with
redemption orders and transfers and changes in shareholder-designated accounts;
furnish monthly and year-end statements and confirmations of purchases and
redemptions; transmit, on behalf of the Trust, proxy statements, annual reports,
updated prospectuses and other communications to shareholders of the Trust;
receive, tabulate and transmit to the Trust proxies executed by shareholders
with respect to meetings of shareholders of the Trust; and provide such other
related services as the Trust or a shareholder may request. For these services,
each Shareholder Servicing Agent receives fees, which may be paid periodically,
provided that such fees will not exceed, on an annual basis, 0.25% of the
average daily net assets of the Trust represented by participations owned during
the period for which payment is made. LMC, at no cost to the Trust, may pay to
Shareholder Servicing Agents additional amounts from its past profits. Each
Shareholder Servicing Agent may, from time to time, voluntarily waive all or a
portion of the fees payable to it.
Account Statements: The Agent will send participation holders either purchasing
or redeeming participations of the Trust, a confirmation of the transaction
indicating the date the purchase or redemption was accepted, the number of
participations purchased or redeemed, the purchase or redemption price per
participation, and the amount purchased or redemption proceeds. A statement is
also sent to participation holders whenever a distribution is paid, or when a
change in the registration, address, or dividend option occurs. Participation
holders are urged to retain their account statements for tax purposes.
HOW TO REDEEM PARTICIPATIONS
By Mail: Send to the Agent (see the back cover of this prospectus for the
Agent's address): (1) a written request for redemption, signed by each
registered owner exactly as the participations are registered including the name
of the Trust, account number and exact registration; (2) participation
certificates for any participations to be redeemed which are held by the
participation holder; (3) signature guarantees, when required, and (4) the
additional documents required for redemptions by corporations, executors,
administrators, trustees, and guardians. Redemptions by mail will not become
effective until all documents in proper form have been received by the Agent. If
a participation holder has any questions regarding the requirements for
redeeming
5
<PAGE>
participations, he should call the Trust at the toll free number on the back
cover prior to submitting a redemption request. If a redemption request is sent
to the Trust in New Jersey, it will be forwarded to the Agent and the effective
date of redemption will be the date received by the Agent.
Checks for redemption proceeds will normally be mailed within three business
days, but will not be mailed until all checks in payment for the participations
to be redeemed have been cleared.
Signature Guarantee: Signature guarantees are required in connection with (a)
redemptions by mail involving $25,000 or more; (b) all redemptions by mail,
regardless of the amount involved, when the proceeds are to be paid to someone
other than the registered owners; (c) changes in instructions as to where the
proceeds of redemptions are to be sent, and (d) participation transfer requests.
The Agent requires that the guarantor be either a commercial bank which is a
member of the Federal Deposit Insurance Corporation, a trust company, a savings
and loan association, a savings bank, a credit union, a member firm of a
domestic stock exchange, or a foreign branch of any of the foregoing. A notary
public is not an acceptable guarantor.
With respect to redemption requests submitted by mail, the signature
guarantees must appear either: (a) on the written request for redemption, (b) on
a separate instrument of assignment ("stock power") specifying the total number
of participations to be redeemed, or (c) on all participation certificates
tendered for redemption and, if participations held by the Agent are also being
redeemed, on the letter or stock power.
Redemption Price: The redemption price will be the net asset value per
participation of the Trust next determined after receipt by the Agent of a
redemption request in proper form .
The redemption price per participation is computed on (i) any Trust business
day, which is each day on which the New York Stock Exchange, the Federal Reserve
Bank of New York and the Trustee are open for business and on such other days as
there is sufficient trading in the Trust's securities to materially affect net
asset value per participation except for certain national holidays. The
calculation is made by (a) adding: (i) the aggregate value of the portfolio
securities; (ii) available cash; (iii) amounts in the Distributive Fund,
including dividends on the portfolio securities and interest on the investment
of monies in the Distributive Fund; and (iv) any other assets of the Trust and
(b) deducting: (i) taxes and other governmental charges; (ii) fees and expenses
of the Trust; (iii) cash allocated for distribution to participants of record as
of a date prior to the evaluation; and (iv) any other liabilities of the Trust.
Participations will be redeemed in cash from the Trust Fund and the
Distributive Fund at a price equal to the next determined participation value
following receipt of an appropriate request multiplied by the number of
participations being redeemed and subject to payment by the participant of any
tax or other governmental charge. If there is insufficient cash in the Trust
Fund to pay the portion of the redemption price attributable thereto, the
Trustee shall sell stock units. Sales of such securities will be at the best
price obtainable subject to any minimum value limitations on sales specified by
the Sponsor.
A security listed or traded on a recognized stock exchange is valued at its
last sale price prior to the time when assets are valued on the principal
exchange on which the security is traded. If no sale is reported at that time,
the mean between the current bid and asked price will be used. All other
securities for which over-the-counter market quotations are readily available
are valued at the mean between the last current bid and asked price. Short-term
securities having maturity of 60 days or less are valued at cost, when it is
determined by the Trustee that amortized cost reflects the fair value of such
securities. Securities for which market quotations are not readily available and
other assets are valued at fair value as determined in good faith by the
Trustee.
The Trustee may, in its discretion, or when directed by the Sponsor in
writing, suspend the right of redemption or postpone the date of payment of the
redemption price for more than seven days (a) for any period during which the
New York Stock Exchange is closed or the Securities and Exchange Commission
("SEC") determines that trading on the Exchange is restricted, (b) when there is
an emergency as determined by the SEC as a result of which it is not reasonably
practicable for the Trust to dispose of securities owned by it or to determine
fairly the value of its net assets, or (c) for such other periods as the SEC may
by order permit for the protection of participants. Due to the proportionately
high cost of maintaining smaller accounts, the Trust reserves the right to
redeem all participations in an account with a value of less than $500 other
than as a result of a change in net asset value and mail the proceeds to the
participant. Participants will be notified before these redemptions are to be
made and will have thirty (30) days to make an additional investment to bring
their accounts up to the required minimum.
6
<PAGE>
SHAREHOLDER SERVICES
Transfer
Participations may be transferred to another owner. A signature guarantee of
the registered participant is required on the letter of instruction or other
instrument of assignment.
Systematic Withdrawal Plan
Participants may elect to withdraw cash in fixed amounts from their accounts
at regular intervals. The minimum investment to establish a Systematic
Withdrawal Plan is $10,000. If the proceeds are to be mailed to someone other
than the registered owner, a signature guarantee is required.
Group Sub-Accounting: To minimize recordkeeping by fiduciaries, corporations and
certain other investors, the minimum initial investment may be waived.
EXCHANGE PRIVILEGE
Participations may be exchanged for shares of the following funds managed by
the Sponsor, Lexington Management Corporation, (the "Lexington Funds") on the
basis of relative net asset value per share at the time of the exchange. In the
event shares of one or more of these funds being exchanged by a single investor
have a value in excess of $500,000, participations will not be purchased until
the third business day following the redemption of the shares being exchanged in
order to enable the redeeming fund to utilize normal securities settlement
procedures in transferring the proceeds of the redemption to the Trust.
Exchanges may not be made until all checks in payment for participations to be
exchanged have been cleared.
The Lexington Funds currently available for exchange are:
LEXINGTON WORLDWIDE EMERGING MARKETS FUND, INC.* (NASDAQ Symbol: LEXGX)/Seeks
long-term growth of capital primarily through investment in equity
securities of companies domiciled in, or doing business in, emerging
countries and emerging markets.
LEXINGTON GLOBAL FUND, INC.* (NASDAQ Symbol: LXGLX)/Seeks long-term growth of
capital primarily through investment in common stocks of companies
domiciled in foreign countries and the United States.
LEXINGTON INTERNATIONAL FUND, INC.* (NASDAQ Symbol: LEXIX)/Seeks long term
growth of capital through investment in common stocks of companies
domiciled in foreign countries. Shares of the Fund are not presently
available for sale in Vermont.
LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND, INC./Seeks long-term capital
appreciation through investment in companies domiciled in the Asia
Region with a market capitalization of less than $1 billion.
LEXINGTON TROIKA DIALOG RUSSIA FUND, INC./Seeks long-term capital appreciation
through investment primarily in the equity securities of Russian
companies. The Fund is expected to be available in June, 1996 and has
a $5,000 minimum investment.
LEXINGTON RAMIREZ GLOBAL INCOME FUND* (NASDAQ Symbol: LEBDX)/Seeks high current
income by investing in a combination of foreign and domestic
high-yield, lower rated debt securities. Capital appreciation is a
secondary objective.
LEXINGTON GOLDFUND, INC.* (NASDAQ Symbol: LEXMX)/Seeks capital appreciation and
such hedge against loss of buying power as may be obtained through
investment in gold bullion and equity securities of companies engaged
in mining or processing gold throughout the world. Shares are not
presently available for sale in Wisconsin.
LEXINGTON SMALLCAP VALUE FUND, INC./Seeks long-term capital appreciation through
investment in common stocks of companies domiciled in the United
States with a market capitalization of less than $1 billion.
LEXINGTON CORPORATE LEADERS TRUST FUND (NASDAQ Symbol: LEXCX)/Seeks long-term
capital growth and income through investment in an equal number of
shares of the common stocks of a fixed list of American blue chip
corporations.
7
<PAGE>
LEXINGTON GROWTH AND INCOME FUND, INC. (NASDAQ Symbol: LEXRX)/Seeks long-term
capital appreciation through investments in stocks of large, ably
managed and well financed companies. Income is a secondary objective.
Shares are not presently available for sale in New Hampshire.
LEXINGTON CONVERTIBLE SECURITIES FUND* (NASDAQ Symbol: CNCVX)/Seeks total return
by providing capital appreciation, current income and conservation of
capital through investments in a diversified portfolio of securities
convertible into shares of common stock. Shares of the Fund are not
presently available for sale in Vermont.
LEXINGTON GNMA INCOME FUND, INC. (NASDAQ Symbol: LEXNX)/Seeks a high level of
current income, consistent with liquidity and safety of principal,
through investment primarily in mortgage-backed GNMA Certificates.
LEXINGTON MONEY MARKET TRUST (NASDAQ Symbol: LMMXX)/Seeks a high level of
current income consistent with preservation of capital and liquidity
through investments in interest bearing short term money market
instruments.
LEXINGTON TAX FREE MONEY FUND, INC. (NASDAQ Symbol: LTFXX)/Seeks current income
exempt from Federal income taxes while maintaining liquidity and
stability of principal through investment in short term municipal
securities.
*These Funds are not available for exchange until exemptive relief is
received from the SEC.
The Exchange Privilege enables a participant to acquire another Lexington
Fund with a different investment objective when the participant believes that a
shift between funds is an appropriate investment decision. Participants
contemplating an exchange should obtain and review the prospectus of the Fund to
be acquired. If an exchange involves investing in a Lexington Fund not already
owned and a new account has to be established, the dollar amount exchanged must
meet the minimum initial investment of the Fund being purchased. If, however, an
account already exists in the Fund being bought, there is a $500 minimum
exchange required. Participants must provide the account number of the existing
account. Any exchange between Funds is, in effect, a redemption in one Fund and
a purchase in the other Fund. Participants should consider the possible tax
effects of an exchange.
Telephone Exchange Provisions
Exchange instructions may be given in writing or by telephone. Telephone
exchanges may only be made if a Telephone Authorization Form has been previously
executed and filed with the Sponsor. Telephone exchanges are permitted only
after a minimum of seven (7) days have elapsed from the date of a previous
exchange. Exchanges may not be made until all checks in payment for
participations to be exchanged have been cleared.
Telephonic exchanges can only involve participants registered on the books
of the Trustee; participations held in certificate form cannot be included.
However, outstanding certificates can be returned to the Trustee and qualify for
these services. Any new account established with the same registration will also
have the privileges of exchange by telephone in the Lexington Funds. All
accounts involved in a telephonic exchange must have the same registration and
dividend option as the account from which the participations were transferred
and will also have the privilege of exchange by telephone in the Lexington Funds
in which these services are available.
By checking the box on the Purchase Application authorizing telephone
exchange services, a participant constitutes and appoints Lexington Funds
Distributor, Inc. ("LFD"), distributor of the Lexington Funds, as the true and
lawful attorney to surrender for redemption or exchange any and all
non-certificate shares held by the Trustee in account(s) designated, or in any
other account with the Lexington Funds, present or future which has the
identical registration with full power of substitution in the premises and
authorizes and directs LFD to act upon any instruction from any person by
telephone for exchange of shares held in any of these accounts, to purchase
shares of any other Lexington Fund that is available, provided the registration
and mailing address of the shares to be purchased are identical to the shares
being redeemed, and agrees that neither LFD, the Trustee, the Trust or the
Lexington Fund(s) will be liable for any loss, expense or cost arising out of
any requests effected in accordance with this authorization which would include
requests effected by imposters or persons otherwise unauthorized to act on
behalf of the account. LFD, the Agent and the Fund, will employ reasonable
procedures to confirm that instructions communicated by telephone are genuine
and if
8
<PAGE>
they do not employ reasonable procedures they may be liable for any losses due
to unauthorized or fraudulent instructions. The following identification
procedures may include, but are not limited to, the following: account number,
registration and address, taxpayer identification number and other information
particular to the account. In addition, all exchange transactions will take
place on recorded telephone lines and each transaction will be confirmed in
writing by the Fund. LFD reserves the right to cease to act as agent subject to
the above appointment upon thirty (30) days' written notice to the address of
record. If the participant is an entity other than an individual, such entity
may be required to certify that certain persons have been duly elected and are
now legally holding the titles given and that the said corporation, trust,
unincorporated association, etc., is duly organized and existing and has the
power to take action called for by this continuing authorization.
Exchange Authorization Forms, telephone authorization forms and prospectuses
of the other Lexington Funds may be obtained from LFD.
LFD has made arrangements with certain dealers to accept instructions by
telephone to exchange participations for shares of one of the other Lexington
Funds at net asset value as described above. Under this procedure, the dealer
must agree to indemnify LFD and the Lexington Funds from any loss or liability
that any of them might incur as a result of the acceptance of such telephone
exchange orders. A properly signed exchange application must be received by the
Distributor within five (5) days of the exchange request. In each such exchange,
the registration of the shares of the Fund being acquired must be identical to
the registration of the participations of the Fund being exchanged.
Participations in certificate form are not eligible for this type of exchange.
LFD reserves the right to reject any telephone exchange request. Any telephone
exchange orders so rejected may be processed by mail.
Tax Sheltered Retirement Plans
The Trust offers a Prototype Pension and Profit Sharing Plan, including a
Keogh Plan, IRA's, SEP-IRA Rollover Accounts, 401(k) Salary Reduction Plans,
Section 457 Deferred Compensation Plans and 403(b)(7) Plans. Plan support
services are available through the Shareholder Services Department of the
Sponsor. For further information, call 1-800-526-0056.
Distribution Reinvestment Program
On June 30 and December 31 of each year, the Distribution Dates, the Trustee
will compute to at least two decimal places the amount of the semi-annual
distribution per participation for participants of record, and shall use such
distributions to purchase additional participations unless the Trustee has been
instructed by the participant, in writing, prior to the Distribution Date to pay
such distributions in cash.
TAX MATTERS
The Trust is treated as a fixed investment trust under the Internal Revenue
Code of 1986, as amended (the "Code"), and not an association taxable as a
corporation. The Trust is also treated as a grantor trust under the Code. As a
result, the Trust will not be subject to Federal income taxes. In addition, for
Federal income tax purposes, each participant is treated as the owner of his pro
rata portion (i.e., the ratio of the number of participations owned by the
participant to the total number of participations outstanding) of (i) the common
stock of each corporation and any cash held in the Trust Fund and (ii) the
securities and cash held in the Distributive Fund.
Each participant is treated as receiving his pro rata portion of dividends
and any other distributions received by the Trust on the common stock of the
corporations held in the Trust Fund and interest received by the Trust from the
investment of such dividends (and any other amounts) deposited in the
Distributive Fund. Each participant shall include in gross income his pro rata
portion of such dividends and interest when such dividends and interest are
received by the Trust (or, in the case of an accrual basis participant, as such
interest accrues), regardless of when such dividends and interest are
distributed by the Trust to participants (or reinvested in additional
participations) and regardless of the fact that a portion of such dividends and
interest are not distributed to participants (or reinvested in additional
participations) but rather are used to pay the fees and expenses of the Trust.
A corporate participant will generally be entitled to the 70%
dividends-received deduction with respect to the dividends so included in its
gross income, subject to various limitations and restrictions imposed by the
Code. A corporate participant will also be
9
<PAGE>
entitled to a deduction for his pro rata portion of fees and expenses paid by
the Trust. An individual participant who itemizes deductions will be entitled to
a deduction for his pro rata portion of fees and expenses paid by the Trust only
to the extent that such amount, together with the participant's other
miscellaneous itemized deductions, exceeds 2% of the participant's adjusted
gross income. Further, certain itemized deductions of an individual participant
(including any portion of the miscellaneous itemized deductions which exceeds
the 2% floor, state and local income and property taxes, home mortgage interest,
and charitable contributions) will be reduced (but not by more than 80% thereof)
by 3% of the participant's adjusted gross income in excess of $111,800 (for
1994, adjusted for inflation thereafter).
The purchase price paid by a participant for his participations (excluding
any portion thereof attributable to, and to be deposited in, the Distributive
Fund) shall be allocated (based upon relative fair market values) among the
participant's pro rata portion of the common stock of each corporation and any
cash held in the Trust Fund, in order to determine his tax basis in his pro rata
portion of the common stock of each corporation. If the common stock of any of
the corporations held in the Trust Fund is sold by the Trust, each participant
will be considered to have sold his pro rata portion of the common stock of that
corporation and will be considered to have received his pro rata portion of the
sale proceeds received by the Trust. If a participant redeems his
participations, he will be considered to have sold his pro rata portion of the
common stock of each corporation. The redemption price received by the
participant (excluding any portion thereof attributable to, and paid out of, the
Distributive Fund) shall be allocated (based upon relative fair market values)
among his pro rata portion of the common stock of each corporation and any cash
held in the Trust Fund. If a participant is considered to have sold his pro rata
portion of the common stock of any corporation, he will recognize a capital gain
or loss equal to the difference between the amount he is considered to have
received with respect thereto and his tax basis therein. Any such capital gain
or loss generally will be long-term capital gain or loss if the participant held
his participations for more than one year.
Under the back-up withholding rules of the Code, certain shareholders may be
subject to 31% withholding of federal income tax on distributions and redemption
payments made by the Trust. In order to avoid this back-up withholding, a
shareholder must provide the Trust with a correct taxpayer identification number
(which for most individuals is their Social Security number) or certify that it
is a corporation or otherwise exempt from or not subject to back-up withholding.
The new account application included with this Prospectus provides for
shareholder compliance with these certification requirements.
Information concerning the Federal income tax status of distributions will
be mailed to participants annually. Prospective participants are urged to
consult their own tax advisers as to the tax consequences of an investment in
the Trust.
INVESTMENT RETURN
The Trust may, from time to time, include total return information in
advertisements and reports to shareholders. The average annual total return of
the Trust for the 1, 5 and 10 years ended December 31, 1995 is set forth in the
following table:
Average Annual
Period Total Return
1 year ended December 31, 1995 +39.21%
5 years ended December 31, 1995 +16.28%
10 years ended December 31, 1995 +15.00%
This performance is calculated pursuant to the formula P(1+T)n = ERV (where P =
a hypothetical investment of $1,000; T = the average annual total return; n =
the number of years and ERV = the ending redeemable value of the hypothetical
$1,000 investment). The computation reflects the reinvestment of all dividends
and distributions reinvested on participations acquired with the original
hypothetical $1,000 investment. Past results are not necessarily representative
of future results.
Comparative performance information may be used from time to time in
advertising or marketing of the Trust's participations, including data from
Lipper Analytical Services, Inc., the Dow Jones Industrial Average Index and
Standard & Poor's 500 Composite Stock Index. Such comparative performance
information will be stated in the same terms in which the comparative data and
indices are stated.
10
<PAGE>
AMENDMENT AND TERMINATION
The Sponsor and Trustee may amend the Indenture without the consent of
participants (i) to cure any ambiguity or to correct or supplement any provision
contained herein which may be defective or inconsistent; (ii) to change any
provision as may be required by the SEC or any successor governmental agency; or
(iii) to make any other provisions which do not adversely affect the interest of
participants. The Indenture may be amended by the Sponsor and the Trustee with
the consent of a majority of the participations entitled to vote.
The Trust and Indenture will terminate on November 30, 2100 upon the sale or
disposition of the last portfolio security of the Trust unless terminated sooner
by written instrument executed by the Sponsor and consented to by participants
owning 51% of the then outstanding participations. The Trustee will deliver
written notice of any termination to each participant specifying the times at
which the participants may surrender their certificates for cancellation. Within
a reasonable period of time after the termination, the Trustee will distribute
to each participant registered on the Trustee's books in uncertificated form,
and to each other participant upon surrender for cancellation of his
certificate, after deducting all unpaid expenses, fees, taxes and other
governmental charges, the participant's interest in the Distributive Fund (into
which had been deposited the proceeds from the sale of the portfolio securities)
and furnish to each participant a final account statement.
RESIGNATION, REMOVAL AND LIMITATIONS ON LIABILITY OF SPONSOR
Sponsor
The Sponsor may resign upon written notice to the Trustee. The resignation
will not become effective unless the Trustee shall have appointed a successor
sponsor to assume, with such compensation as the Trustee may deem desirable, the
duties of the resigning Sponsor. If the Sponsor fails to perform its duties for
30 days after notice from the Trustee, or becomes incapable of acting or becomes
bankrupt or its affairs are taken over by a public official, then the Sponsor
will be automatically discharged. The Sponsor shall be under no liability to the
Trust or to the participants for taking any action or for refraining from taking
any action in good faith or for errors in judgment or for depreciation or loss
incurred by reason of the purchase or sale of any portfolio security. This
provision, however, shall not protect the Sponsor in cases of willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties.
Trustee
The Trustee may resign upon written notice to the Sponsor and by mailing a
copy of such notice to all participants of record not less than sixty days prior
to the effective date of their resignation. The Sponsor shall then use its best
efforts to promptly appoint a successor trustee, and if upon resignation of the
Trustee no successor has been appointed within thirty days after notification,
the Trustee may apply to a court of competent jurisdiction for the appointment
of a successor. If, after such an application by the Trustee is made to a court
of competent jurisdiction (after November 30, 2015) and the court is unable to
appoint a successor trustee, then no earlier than six months after the date of
such application, the Trustee may notify each participant and the Sponsor that
the Trust shall terminate on a day no earlier than six months from the date of
such notice unless a successor trustee is appointed. If the Trustee fails to
perform its duties or becomes incapable of acting or becomes bankrupt or a
public official takes over its affairs, the Sponsor may remove the Trustee and
appoint a successor trustee by written notice to the Trustee. The Trustee shall
be under no liability for any action taken in good faith in reliance upon prima
facie properly executed documents or for the disposition of monies or portfolio
securities. This provision shall not protect the Trustee in cases of willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties. The Trustee will not be responsible for the misconduct
of any of its agents, attorneys or accountants if they were selected with
reasonable care.
MISCELLANEOUS
Trustee
The Trustee is State Street Bank and Trust Company (Federal I.D.
#04-1867445), a trust company incorporated under the laws of Massachusetts and
subject to regulation by the Federal Deposit Insurance Corporation and the
Commissioner of Banks of
11
<PAGE>
Massachusetts. Its principal office is at 225 Franklin Street, Boston,
Massachusetts 02110. The Trustee receives a fee of $10,000 per year for its
services as set forth in the Indenture and is reimbursed for all of its
disbursements relating to the Trust. In addition, the Trustee receives fees for
acting as Custodian and Transfer Agent and for providing portfolio, tax
accounting and recordkeeping services. During the year ended December 31, 1995,
aggregate fees received by the Trustee were $113,513.
Sponsor
The Sponsor, Lexington Management Corporation (Federal l.D. #22-1891864), a
Delaware corporation, serves as investment adviser and sponsor to 18 registered
investment companies and to private and institutional investment accounts. The
Sponsor is responsible for performing certain administrative services for the
Trust including shareholder servicing, answering inquiries, blue sky compliance
and accounting. For performing such administrative services the Sponsor receives
an annual fee of .40% of the Trust's average daily net assets. For the year
ended December 31, 1995, the Sponsor received fees of $689,822.
The Sponsor is a wholly-owned subsidiary of Lexington Global Asset Managers,
Inc., a Delaware corporation with offices at Park 80 West Plaza Two, Saddle
Brook, New Jersey 07663. Descendants of Lunsford Richardson, Sr., their spouses,
trusts and other related entities have a majority voting control of outstanding
shares of Lexington Global Asset Managers, Inc.
The principal officers and the directors of the Sponsor and their principal
occupations during the past five years are as follows:
*Robert M. DeMichele Chairman of the Board and Chief Executive Officer of
Lexington Management Corporation; Chairman and Chief
Executive Officer, Lexington Funds Distributor, Inc.;
President and Director, Lexington Global Asset Managers,
Inc.; Director, Unione Italiana Reinsurance Company;
Director, The Navigator's Group, Inc.; Chairman,
Lexington Capital Management, Inc.; Chairman, LCM
Financial Services, Inc.; Director, Vanguard Cellular
Systems, Inc.; Chairman, Market Systems Research, Inc.
and Market Systems Research Advisors, Inc.; Trustee,
Smith Richardson Foundation.
*Richard M. Hisey Chief Financial Officer, Managing Director and Director,
Lexington Management Corporation; Chief Financial
Officer, Vice President and Director, Lexington Funds
Distributor, Inc.; Chief Financial Officer, Market
Systems Research Advisors, Inc.; Executive Vice
President and Chief Financial Officer, Lexington Global
Asset Managers, Inc.
*Lawrence Kantor Executive Vice President, Managing Director and Director
of Lexington Management Corporation; Executive Vice
President and Director, Lexington Funds Distributor,
Inc.; Executive Vice President and General
Manager-Mutual Funds, Lexington Global Asset Managers,
Inc.
Stuart S. Richardson Director, Lexington Management Corporation; Chairman,
Lexington Global Asset Managers, Inc.; Chairman,
Vanguard Cellular Systems, Inc. Prior to January 1986,
Chairman, Richardson-Vicks, Inc.
John B. Waymire Director and Vice President, Lexington Management
Corporation; President and Chief Executive Officer,
Lexington Capital Management, Inc.; President and Chief
Executive Officer, Lexington Capital Management
Associates, Inc.; President, Lexington Plan
Administrators, Inc.
*Lisa Curcio Senior Vice President and Secretary, Lexington
Management Corporation; Vice President and Secretary,
Lexington Funds Distributor, Inc.; Secretary, Lexington
Global Asset Managers, Inc.
- ------------------
*Messrs. DeMichele, Hisey and Kantor and Ms. Curcio hold officer, director
and/or trustee positions with some or all of the registered investment companies
advised and/or distributed by Lexington Management Corporation and Lexington
Funds Distributor, Inc.
During its last fiscal year ended December 31, 1995, the Sponsor paid all
its salaried officers a total of $3,400,336.
12
<PAGE>
Distributor
State Street Bank and Trust Company has appointed Lexington Funds
Distributor, Inc., a registered broker-dealer to act as distributor to the
Trust. Lexington Funds Distributor, Inc. is a wholly-owned subsidiary of
Lexington Global Asset Managers, Inc., and receives no compensation for its
services.
Legal Opinion
The legality of the participations has been passed upon by Kramer, Levin,
Naftalis, Nessen, Kamin & Frankel, 919 Third Avenue, New York, New York 10022,
as counsel for the Trust.
Auditors
Financial Statements have been examined by McGladrey & Pullen, LLP
independent certified public accountants, as stated in their opinion appearing
herein and has been so included in reliance upon that opinion given on the
authority of that firm as experts in accounting and auditing.
This Prospectus does not contain all of the information with respect to the
investment company set forth in its registration statements and exhibits
relating thereto which have been filed with the Securities and Exchange
Commission, Washington, D.C. under the Securities Act of 1933 and the Investment
Company Act of 1940, and to which reference is hereby made.
* * * * *
No person is authorized to give any information or to make any
representations not contained in this Prospectus; and any information or
representation not contained herein must not be relied upon as having been
authorized by the Trust, the Trustee or the Sponsor. The Trust is registered as
a unit investment trust under the Investment Company Act of 1940. Such
registration does not imply that the Trust has been guaranteed, sponsored,
recommended or approved by the United States or any state or any agency or
officer thereof.
* * * * *
This Prospectus does not constitute an offer to sell, or a solicitation of
an offer to buy securities in any state to any person to whom it is not lawful
to make such offer in such state.
13
<PAGE>
NONSTANDARD INVESTMENT RETURN IF YOU HAD INVESTED $10,000 55 YEARS AGO
ILLUSTRATION OF AN ASSUMED INVESTMENT OF $10,000
With Dividends and Other Distributions Reinvested
The table below covers the period from March 16, 1941 to December 31, 1995.
This period was one of generally rising common stock prices. The results shown
should not be considered as a representation of the dividends and other
distributions which may be realized from an investment made in the Trust today.
A program of the type illustrated does not assure a profit or protect against
depreciation in declining markets.
- --------------------------------------------------------------------------------
The cumulative cost figure represents the initial investment of $10,000 plus the
cumulative amount of dividends reinvested. Dividends and other distributions
were assumed to have been reinvested in additional participations at the
reinvestment price. The value of participations "Initially Acquired" includes
the value of additional participations created as a result of the reinvestment
of that portion of the semi-annual distributions representing "A Return of
Capital" (the proceeds from securities sold representing the cost of securities
sold, and other principal transactions). No adjustment has been made for any
income taxes payable by holders on dividends and other distributions reinvested
in additional participations.
The dollar amount of distributions from realized gains (determined at the
Trust level) reinvested in additional participations were: 1941-None; 1942-None;
1943-None; 1944-$3; 1945-$450; 1946-None; 1947-$44; 1948-$338; 1949-None;
1950-$283; 1951-$796; 1952-$185; 1953-$10; 1954-$812; 1955-$474; 1956-$4,347;
1957-$48; 1958-$17; 1959-$3,032; 1960-$2,371; 1961-$2,118; 1962-$2,749;
1963-$735; 1964-$3.138; 1965-$9,035; 1966-$1,077; 1967-$48; 1968-$4.121;
1969-$102; 1970-$644; 1971-$1,862; 1972-$2,300; 1973-None; 1974-None; 1975-None;
1976-$5,071; 1977-$4,161; 1978-None; 1979-None; 1980-$5,182; 1981-$31,473;
1982-None; 1983-$18,602; 1984-$8,258; 1985-$39,496; 1986-$64,138; 1987-$69,182;
1988-$49,350; 1989-$99,410; 1990-$148,727; 1991-$39,773; 1992-$52,819;
1993-$46,262; 1994-$160,296; 1995- Total $883,339.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE OF PARTICIPATIONS
Cumulative ---------------------------------------------------------------
Cost of
Partici- Purchased
pations Through Rein- Purchased
Amounts of Purchased Cumulative vestment of Through
Divideds Through Cost Distributions Reinvestment Number
Year Reinvested Reinvest- Including from Realized of Net of
Ended Semi- ment of Reinvested Initially Gains Dividends Asset Partici-
Dec. 31 Annually Dividends Dividends Aquired (Cumulative) Sub-Total (Cumulative) Value pations
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1941* - - $ 10,000 $ 8,799 - $ 8,799 - $ 8,799 566
1942 - - 10,000 9,613 - 9,613 - 9,613 584
1943 $ 190 $ 190 10,190 10,809 - 10,809 $ 188 10,997 601
1944 192 382 10,382 11,983 $ 3 11,986 402 12,388 620
1945 215 597 10,597 14,709 464 15,173 682 15,855 693
1946 187 784 10,784 13,961 430 14,391 816 15,207 716
1947 370 1,154 11,154 14,639 447 15,086 1,141 16,227 824
1948 513 1,668 11,668 14,840 718 15,558 1,480 17,038 989
1949 509 2,177 12,177 17,113 701 17,814 1,968 19,782 1,176
1950 804 2,980 12,980 19,871 994 20,865 2,779 23,644 1,392
1951 1,012 3,992 13,992 21,659 1,756 23,415 3,674 27,089 1,652
1952 1,054 5,046 15,046 24,356 2,016 26,372 4,901 31,273 1,845
1953 1,217 6,263 16,263 24,849 2,030 26,879 6,149 33,028 1,945
1954 1,378 7,641 17,641 33,779 3,476 37,255 9,475 46,730 2,117
1955 1,599 9,240 19,240 39,164 4,398 43,562 12,349 55,911 2,243
1956 1,790 11,030 21,030 38,511 7,051 45,562 10,475 56,037 3,123
1957 1,910 12,940 22,940 36,268 6,574 42,842 11,496 54,338 3,269
1958 2,134 15,075 25,075 48,925 8,778 57,703 17,710 75,413 3,406
1959 2,184 17,258 27,258 55,426 11,821 67,247 19,992 87,239 3,906
1960 2,416 19,674 29,674 55,782 12,653 68,435 19,772 88,207 4,562
1961 2,697 22,371 32,371 67,126 16,993 84,119 25,757 109,876 4,881
1962 2,926 25,296 35,296 62,396 17,033 79,429 24,446 103,875 5,541
1963 3,243 28,540 38,540 71,467 19,863 91,330 30,711 122,041 5,803
1964 3,553 32,093 42,093 83,001 24,049 107,050 35,865 142,915 6,452
1965 3,855 35,948 45,948 92,523 30,246 122,769 35,623 158,392 8,066
1966 4,571 40,519 50,519 74,713 24,491 99,204 31,774 130,978 8,606
1967 5,060 45,579 55,579 83,121 27,090 110,211 40,165 150,376 8,948
1968 5,573 51,153 61,153 89,160 32,157 121,317 46,879 168,196 9,710
1969 5,915 57,068 67,068 75,017 26,979 101,996 44,536 146,532 10,115
1970 6,009 63,077 73,077 82,621 28,564 111,185 52,500 163,685 10,957
1971 6,190 69,267 79,267 93,454 32,126 125,580 61,694 187,274 11,856
1972 6,585 75,852 85,852 108,913 38,484 147,397 75,949 223,346 12,605
1973 7,371 83,223 93,223 93,151 32,729 125,880 71,868 197,748 13,123
1974 8,196 91,419 101,419 68,448 22,864 91,312 57,376 148,688 14,124
1975 9,139 100,557 110,557 91,498 30,474 121,972 85,413 207,385 14,781
1976 9,666 110,223 120,223 115,461 37,963 153,424 101,306 254,730 16,914
1977 11,237 121,460 131,460 108,466 35,919 144,385 96,397 240,782 18,898
1978 13,283 134,743 144,743 110,210 34,687 144,897 105,738 250,635 20,370
1979 15,804 150,547 160,547 139,110 34,774 173,884 121,307 295,191 23,931
1980 19,369 169,916 179,916 173,026 47,488 220,514 165,362 385,876 26,181
1981 21,822 191,738 201,738 163,070 62,645 225,715 140,698 366,413 33,836
1982 24,452 216,190 226,190 191,554 69,992 261,546 183,359 444,905 36,772
1983 25,923 242,114 252,114 235,913 91,870 327,783 218,649 546,432 42,757
1984 28,926 271,040 281,040 250,855 91,476 342,331 226,566 568,897 49,375
1985 31,808 302,848 312,848 333,623 145,913 479,536 293,217 772,753 58,251
1986 39,216 342,064 352,064 408,170 212,840 621,010 342,608 963,618 69,711
1987 40,394 382,458 392,458 412,599 241,185 653,784 326,728 980,512 83,847
1988 71,268 453,726 463,726 470,438 297,425 767,863 407,155 1,175,018 97,918
1989 45,103 498,829 508,829 583,494 438,476 1,021,970 509,512 1,531,482 111,950
1990 51,303 550,132 560,132 552,346 473,992 1,026,338 440,810 1,467,148 139,330
1991 55,828 605,960 615,960 654,372 558,392 1,212,764 539,190 1,751,954 152,079
1992 55,460 661,420 671,420 700,391 619,341 1,319,732 600,946 1,920,678 165,291
1993 54,505 715,925 725,925 814,945 727,611 1,542,556 715,658 2,258,214 176,699
1994 60,332 776,257 786,257 832,095 759,684 1,591,779 649,069 2,240,848 213,211
1995 61,329 837,586 847,586 1,207,794 998,228 2,206,022 913,513 3,119,535 227,040
</TABLE>
- --------------------------------------------------------------------------------
*From March 16, 1941.
Note-During 1990 all sales charges were eliminated. The above table reflects the
change to a "No Load" status as if it were in effect for the entire period
shown. The amounts shown as dividends for periods after October 31, 1988 include
interest income from the investment of amounts deposited in the distributive
fund.
14
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Participation Holders of Lexington Corporate Leaders Trust Fund
We have audited the accompanying statement of assets and liabilities,
including the statement of investments, of Lexington Corporate Leaders Trust
Fund as of December 31, 1995 and the related statements of operations, changes
in net assets and the selected financial information for the periods indicated
in the accompanying financial statements. These financial statements and
selected financial information are the responsibility of the management of the
Trust. Our responsibility is to express an opinion on these financial statements
and selected financial information based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and selected
financial information are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of December 31, 1995, by correspondence with State Street Bank and
Trust Company, Trustee. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and selected financial information
referred to above present fairly, in all material respects, the financial
position of Lexington Corporate Leaders Trust Fund as of December 31, 1995 and
the results of its operations, the changes in its net assets and the selected
financial information for the periods indicated, in conformity with generally
accepted accounting principles.
New York, New York
January 12, 1996 McGladrey & Pullen, LLP
15
<PAGE>
LEXINGTON CORPORATE LEADERS TRUST FUND
STATEMENT OF ASSETS AND LIABILITIES December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
Assets
<S> <C>
Investments at market quotations, common stocks (identified cost $166,969,418) ........... $243,841,492
Cash ..................................................................................... 12,356,781
Receivable for accrued dividends ......................................................... 506,763
Subscriptions receivable ................................................................. 1,534,150
------------
Total assets ................................................................... 258,239,186
------------
Liabilities
Distribution payable ..................................................................... 1,613,458
Payable for participations redeemed ...................................................... 84,316
Accrued expenses ......................................................................... 74,320
------------
Total liabilities .............................................................. 1,772,094
------------
Net Assets
Balance applicable to 18,670,918 participations outstanding (Note 6) ..................... $256,467,092
============
Computation of public offering price:
Net asset value, offering and redemption price per participation
(net assets divided by participations outstanding) ................................... $13.74
======
</TABLE>
See Notes to Financial Statements.
16
<PAGE>
LEXINGTON CORPORATE LEADERS TRUST FUND
STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years Ended December 31,
----------------------------------------
1995 1994 1993
---- ---- ----
Investment Income:
Income:
<S> <C> <C> <C>
Dividends ............................................... $ 5,974,941 $ 5,177,999 $ 4,038,351
Interest ................................................ 234,501 160,518 75,260
----------- ----------- -----------
Total income .................................... 6,209,442 5,338,517 4,113,611
----------- ----------- -----------
Expenses:
Sponsor's administrative fee (Note 4) ................... 689,822 541,100 430,608
Professional fees ....................................... 52,907 52,543 54,816
Trustee's fee (Note 4) .................................. 10,000 10,000 10,000
Custody, transfer and other fees (Note 4) ............... 242,157 234,732 150,358
Printing, mailing and sundry ............................ 112,527 87,283 34,001
Registration and filing fees ............................ 31,079 29,480 19,111
----------- ----------- -----------
Total expenses .................................. 1,138,492 955,138 698,894
----------- ----------- -----------
Net investment income ........................... 5,070,950 4,383,379 3,414,717
----------- ----------- -----------
Realized and Unrealized Gain on Investments:
Net realized gain from securities transactions ............ 2,521,317 12,380,590 3,829,598
Unrealized appreciation (depreciation) of investments
for the year .......................................... 56,613,954 (18,331,342) 11,134,361
----------- ----------- -----------
Net gain (loss) on investments ................... 59,135,271 (5,950,752) 14,963,959
----------- ----------- -----------
Net increase (decrease) in net assets from operations ..... $64,206,221 $(1,567,373) $18,378,676
=========== =========== ===========
</TABLE>
See Notes to Financial Statements.
17
<PAGE>
LEXINGTON CORPORATE LEADERS TRUST FUND
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------------------------
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
Income and Distributable Fund:
Additions:
Net investment income .................................. $ 5,070,950 $ 4,383,379 $ 3,414,717
Realized gains from sale of securities,
other than sale of stock units ....................... 820,396 11,402,269 2,850,449
------------ ------------ ------------
5,891,346 15,785,648 6,265,166
------------ ------------ ------------
Deductions:
Paid on account of participations redeemed ............. 212,668 219,442 137,118
Semi-annual distributions (Note 3(a))
Paid in cash ......................................... 939,656 2,810,148 1,222,437
Reinvested, below .................................... 4,685,472 12,699,124 4,844,397
------------ ------------ ------------
5,837,796 15,728,714 6,203,952
------------ ------------ ------------
Net change in income and distributable fund .............. 53,550 56,934 61,214
------------ ------------ ------------
Principal Account:
Additions:
Payments received on sale of participations ............ 40,209,522 40,300,990
Semi-annual distributions reinvested, above ............ 74,367,391 12,699,124 4,844,397
Realized gains on sale of stock units .................. 4,685,472 978,321 979,149
Unrealized appreciation (depreciation) of investments .. 56,613,954 (18,331,342) 11,134,361
------------ ------------ ------------
137,367,738 35,555,625 57,258,897
------------ ------------ ------------
Deductions:
Paid on account of participations redeemed ............. 35,780,396 24,442,332 15,303,313
Semi-annual distributions of principal (Note 3(b)) ..... 1,459,632 2,065,563 547,223
------------ ------------ ------------
37,240,028 26,507,895 15,850,536
------------ ------------ ------------
Net change in principal account ........................ 100,127,710 9,047,730 41,408,361
------------ ------------ ------------
Net assets at beginning of year:
Income and distributable fund ............................ 378,864 321,930 260,716
Principal account ........................................ 155,906,968 146,859,238 105,450,877
------------ ------------ ------------
156,285,832 147,181,168 105,711,593
------------ ------------ ------------
Net assets at end of year:
Income and distributable fund ............................ 432,414 378,864 321,930
Principal account ........................................ 256,034,678 155,906,968 146,859,238
------------ ------------ ------------
$256,467,092 $156,285,832 $147,181,168
============ ============ ============
</TABLE>
See Notes to Financial Statements.
18
<PAGE>
LEXINGTON CORPORATE LEADERS TRUST FUND
STATEMENT OF INVESTMENTS December 31, 1995
- --------------------------------------------------------------------------------
Number Market
Securities of Shares Cost Value
- -------------------------- --------- ---- ------
Consumer Products: (16.7%)
American Brands, Inc. ................. 209,600 $ 7,135,592 $ 9,353,400
Eastman Kodak Co. ..................... 209,600 8,974,342 14,043,200
Procter & Gamble Co. .................. 209,600 10,448,288 17,396,800
------------ ------------
26,558,222 40,793,400
------------ ------------
Oil International: (21,0%)
Chevron Corp. ......................... 209,600 8,950,109 11,004,000
Exxon Corp. ........................... 209,600 11,198,410 16,794,200
Mobil Corp. ........................... 209,600 14,162,150 23,475,200
------------ ------------
34,310,669 51,273,400
------------ ------------
Chemical & Fertilizers: (9.2%)
duPont (E.I.) de Nemours & Co., Inc. .. 209,600 9,965,065 14,645,800
Union Carbide Corp. ................... 209,600 3,884,239 7,860,000
------------ ------------
13,849,304 22,505,800
------------ ------------
Electrical Equipment: (7.6%)
General Electric Co. .................. 209,600 10,108,746 15,091,200
Westinghouse Electric Corp. ........... 209,600 4,401,590 3,458,400
------------ ------------
14,510,336 18,549,600
------------ ------------
Retailing: (4.5%)
Sears, Roebuck & Co. .................. 209,600 4,716,308 8,174,400
Woolworth Corp. ....................... 209,600 4,745,846 2,724,800
------------ ------------
9,462,154 10,899,200
------------ ------------
Utilities: (8.8%)
Consolidated Edison Co. of N.Y., Inc. . 209,600 5,692,580 6,707,200
Pacific Gas & Electric Co. ............ 209,600 5,329,846 5,947,400
Union Electric Company ................ 209,600 6,558,606 8,750,800
------------ ------------
17,581,032 21,405,400
------------ ------------
Railroads: (8.8%)
Burlington Northern Santa Fe .......... 96,714 3,305,409 7,543,692
Union Pacific Corp. ................... 209,600 10,246,808 13,833,600
------------ ------------
13,552,217 21,377,292
------------ ------------
Energy: (5.4%)
Columbia Gas Systems, Inc.* ........... 209,600 6,788,975 9,196,200
USX Marathon Group .................... 209,600 4,460,045 4,087,200
------------ ------------
11,249,020 13,283,400
------------ ------------
Misc. Industrial: (7.0%)
Allied Signal Corp. ................... 209,600 6,988,301 9,956,000
Praxair, Inc. ......................... 209,600 3,433,651 7,047,800
------------ ------------
10,421,952 17,003,800
------------ ------------
Communications: (5.6%)
AT&T Corp. ............................ 209,600 9,213,340 13,571,600
------------ ------------
Financial: (5.4%)
Travelers Group Inc. .................. 209,600 6,261,172 13,178,600
------------ ------------
Total Investments (100%) .... 209,600 $166,969,418 $243,841,492
============ ============
*Non Income producing.
See Notes to Financial Statements.
19
<PAGE>
LEXINGTON CORPORATE LEADERS TRUST FUND
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. Nature of Business and Basis of Presentation
Lexington Corporate Leaders Trust Fund (the "Trust") is an unincorporated
Unit Investment Trust registered as such with the Securities and Exchange
Commission. The Trust commenced operations in 1941 as a series of Corporate
Leaders Trust Fund which was created under a Trust Indenture dated November 18,
1935.
2. Significant Accounting Policies
The following is a summary of significant accounting policies followed by
the Trust in the preparation of its financial statements:
(a) Valuation of securities-Investments are stated at value based on the
last sale price on the principal exchange on which the security is traded
prior to the time the Trust's assets are valued. Investments for which no
sale is reported, or which are traded over-the-counter, are valued at the
mean between bid and asked prices. Short term securities with 60 days or
less to maturity are valued at amortized cost.
(b) Income taxes-No provision for Federal income taxes is made since the
Trust, under applicable provisions of the Internal Revenue Code, is a
Grantor Trust and all its income is taxable to the Holders of
participations.
(c) Other-Investment transactions are recorded on the trade date basis.
Dividend income is recorded on the ex-dividend date. Interest income is
accrued as earned.
3. Distributions
(a) During the year ended December 31, 1995, the distributions from net
investment income were $.28395 per participation and, from realized gains, were
$.03282 per participation.
(b) The amount shown does not reflect the reinvestment of that portion of
the proceeds from the sale of securities (other than stock units) representing
the cost of the securities sold which is distributed and then reinvested in
additional participations. In addition, any gain on the sale of stock units to
provide funds for the redemption of participations is non-distributable and
remains a part of the principal account. During the year ended December 31,
1995, the distributions from return of capital were $.52282 per participation.
4. Trustee and Sponsor Fees
State Street Bank and Trust Company (the "Trustee") receives an annual
Trustee fee as well as fees for acting as custodian and for providing portfolio
accounting and record keeping services which aggregated $113,513 for the year
ended December 31, 1995. The Trust pays an administrative fee to Lexington
Management Corporation (Sponsor) equal, on an annual basis, to 0.35% of the
average daily net assets of the Trust.
5. Investment Transactions
During the year ended December 31, 1995, the cost of purchases and proceeds
of sales of investment securities, other than short-term obligations, were
$43,685,474 and $11,620,191, respectively.
The cost of investment securities as well as realized security gains and
losses are based on the identified cost basis. The cost of investments for
Federal income taxes is the same as that reported in the Trust's financial
statements.
As of December 31, 1995, net unrealized appreciation of portfolio securities
was $76,872,074, comprised of unrealized appreciation of $80,209,155 and
unrealized depreciation of $3,337,081.
20
<PAGE>
- --------------------------------------------------------------------------------
6. Source of Net Assets
As of December 31, 1995, the Trust's net assets were comprised of the
following amounts:
<TABLE>
<S> <C>
Net amounts paid in and reinvested by Holders net of terminations
and return of capital payments ....................................................... $142,387,003
Cumulative amount of non-distributable realized gains retained in Principal Account .... 36,775,601
Unrealized appreciation in value of securities ......................................... 76,872,074
------------
Principal account .................................................................... 256,034,678
Income and distributable fund ........................................................ 432,414
------------
Total net assets ................................................................... $256,467,092
============
</TABLE>
7. Participations Issued and Redeemed
During the periods indicated, participations were issued and redeemed as
follows:
Number of Participations
Year ended December 31,
1995 1994 1993
--------- --------- ---------
Issued on payments from Holders ......... 5,797,609 3,324,643 3,065,926
Issued on reinvestment of distributions . 914,327 2,100,371 554,881
Redeemed ................................ (2,910,131) (2,072,895) (1,198,249)
--------- --------- ---------
Net increase .......................... 3,801,805 3,352,119 2,422,558
========= ========= =========
8. Selected Financial Information
Refer to page 4 of the Prospectus for selected financial information.
21
<PAGE>
Left Col.
Sponsor
- --------------------------------------------------------------------------------
LEXINGTON MANAGEMENT CORPORATION
P.O. Box 1515/Park 80 West Plaza Two
Saddle Brook, N.J. 07663
Distributor
- --------------------------------------------------------------------------------
LEXINGTON FUNDS DISTRIBUTOR, INC.
Park 80 West Plaza Two
Saddle Brook, N.J. 07663
Trustee
- --------------------------------------------------------------------------------
STATE STREET BANK AND TRUST COMPANY
MUTUAL FUND SERVICES AREA
Lexington Funds
225 Franklin Street
Boston, Massachusetts 02110
-----------------------------------------------------
All shareholder requests for services of any kind
should be sent to:
-----------------------------------------------------
Transfer Agent
STATE STREET BANK AND TRUST COMPANY
c/o National Financial Data Services
Lexington Funds
1004 Baltimore
Kansas City, Missouri 64105
or call toll free:
Service: 1-800-526-0056
Institutional/Financial Adviser Services:
1-800-367-9160
24 Hour Account Information: 1-800-526-0052
-----------------------------------------------------
Table of Contents Page
- --------------------------------------------------------------------------------
Highlights .............................................................. 2
Description of the Trust ................................................ 2
Selected Financial Information .......................................... 4
How to Purchase Participations .......................................... 4
How to Redeem Participations ............................................ 5
Shareholder Services .................................................... 7
Exchange Privilege ...................................................... 7
Tax Matters ............................................................. 9
Investment Return ....................................................... 10
Amendment and Termination ............................................... 11
Resignation, Removal and Limitations on Liability
of Sponsor ............................................................ 11
Miscellaneous ........................................................... 11
Nonstandard Investment Return ........................................... 14
Financial Statements .................................................... 15
Right Col.
----------------------------------------
L E X I N G T O N
----------------------------------------
----------------------------------------
LEXINGTON
CORPORATE
LEADERS
TRUST
FUND
(filled box)
(filled box)No sales charge
(filled box)No redemption fee
(filled box)Created in 1935
(filled box)Blue chip stocks
(filled box)Free telephone
exchange privilege
(filled box)
The Lexington Group
of
No-Load
Investment Companies
----------------------------------------
P R O S P E C T U S
APRIL 29, 1996
==============
<PAGE>
PART II
ADDITIONAL INFORMATION NOT INCLUDED
IN THE PROSPECTUS
Undertaking to File Reports
Subject to the terms and conditions of Section 15(d) of the
Securities Exchange Act of 1934, the undersigned Registrant
hereby undertakes to file with the Securities and Exchange
Commission such supplementary and periodic information, documents
and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
Contents of Registration Statement
This Registration Statement on Form S-6 is comprised of the
following papers and documents:
The facing sheet.
The Prospectus consisting of 22 pages.
Additional information not included in the Prospectus (Part II).
The undertaking to file reports.
The signatures.
The following exhibits:
Opinion of counsel as to legality of securities being issued
including its consent to the use of its name under the heading
"Legal Opinion" in the Prospectus.
Consent of Certified Public Accountants.
Article 6 Financial Data Schedule
(The Annual Report for the year ending December 31, 1995 was filed
electronically on February 21, 1996 (as form type N-30D). Financial
statements from this 1995 Annual Report have been included in the
Prospectus)
<PAGE>
Registration No. 2-10694
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
Exhibits
File With
Form S-6
___________________________
LEXINGTON CORPORATE LEADERS TRUST FUND
___________________________________________________________________________
EXHIBIT INDEX
The following documents are being filed electronically as exhibits to this
filing:
Consent of Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
Consent of Certified Public Accountants
Article 6 Financial Data Schedule
Cover
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant, Lexington Corporate Leaders Trust Fund, has
duly caused this Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized in the City
of Saddle Brook and state of New Jersey on the 29th day of April,
1996.
LEXINGTON CORPORATE LEADERS TRUST FUND
Lawrence Kantor
________________________________
Lawrence Kantor
Executive Vice President
Managing Director and Director
Lexington Management Corporation
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
9 1 9 T H I R D A V E N U E
NEW YORK, N.Y. 10022 3852
(212) 715 9100
FAX
(212) 715-8000
______
WRITER'S DIRECT
NUMBER
(212) 715-9100
April 22, 1996
Lexington Corporate Leaders Trust Fund
Park 80 West
Plaza Two
Saddle Brook, New Jersey 07663
Gentlemen:
We hereby consent to the reference of this Firm as counsel in the
Registration Statement on Form S-6 of the Lexington Corporate Leaders Trust
Fund.
Very truly yours,
/s/ Kramer, Levin, Naftalis, Nessen,
Kamin & Frankel
McGLADREY & PULLEN, LLP
Certified Public Accountants and Consultants
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the use of our Report dated January 12, 1996 on
the financial statements of Lexington Corporate Leaders Trust Fund referred to
therein, which appears in Post-Effective Amendment No. 35 to the Registration
Statement on Form S-6 filed with the Securities and Exchange Commission.
We also consent to the reference to our firm in the Prospectus under
the captions "Selected Financial Information" and "Auditors."
/s/ McGladrey & Pullen, LLP
New York, New York
April 26, 1996
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
The Schedule contains summary financial information extracted from year-
end audited financial statements dated December 31, 1995 and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 166,969,418
<INVESTMENTS-AT-VALUE> 243,841,492
<RECEIVABLES> 2,040,913
<ASSETS-OTHER> 12,356,781
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 258,239,186
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,772,094
<TOTAL-LIABILITIES> 1,772,094
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 142,387,003
<SHARES-COMMON-STOCK> 18,670,918<F1>
<SHARES-COMMON-PRIOR> 14,870,112
<ACCUMULATED-NII-CURRENT> 432,414
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 36,775,601<F2>
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 76,872,074
<NET-ASSETS> 256,467,092<F6>
<DIVIDEND-INCOME> 5,974,941
<INTEREST-INCOME> 234,501
<OTHER-INCOME> 0
<EXPENSES-NET> 1,138,492
<NET-INVESTMENT-INCOME> 5,070,950
<REALIZED-GAINS-CURRENT> 2,521,317<F3>
<APPREC-INCREASE-CURRENT> 56,613,954
<NET-CHANGE-FROM-OPS> 64,206,221
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 5,017,400
<DISTRIBUTIONS-OF-GAINS> 820,396
<DISTRIBUTIONS-OTHER> 1,459,632<F4>
<NUMBER-OF-SHARES-SOLD> 5,797,609
<NUMBER-OF-SHARES-REDEEMED> (2,910,131)
<SHARES-REINVESTED> 914,327
<NET-CHANGE-IN-ASSETS> 41,812,835<F5>
<ACCUMULATED-NII-PRIOR> 378,864
<ACCUMULATED-GAINS-PRIOR> 35,074,680
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,138,492
<AVERAGE-NET-ASSETS> 197,091,992
<PER-SHARE-NAV-BEGIN> 10.51
<PER-SHARE-NII> .28
<PER-SHARE-GAIN-APPREC> 3.82
<PER-SHARE-DIVIDEND> (.28)
<PER-SHARE-DISTRIBUTIONS> (.03)
<RETURNS-OF-CAPITAL> (.56)
<PER-SHARE-NAV-END> 13.74
<EXPENSE-RATIO> 0.58
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Shares of Common Stock = Trust Participations
<F2>Accumulated Net Gains = Cumulative Amount of Non-Distributable Gains
Retained in Principal Account
<F3>Realized Gains Current = Distributable $820,396
Non-Distributable $1,700,921
<F4>Distributions-Other = Return of Principal Distributions
<F5>Net Change in Assets = Amounts Paid In and Reinvested, Less Paid Out on
Redemptions and Return of Principal Distributions
<F6>Net Assets = Income and Distributable Fund $432,414
Principal Account $256,034,678
============
$256,467,092
</FN>
</TABLE>
