AMERICAN HERITAGE FUND INC
24F-2NT, 1996-07-17
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                   U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 24F-2

                       Annual Notice of Securities Sold
                            Pursuant to Rule 24f-2

           Read instructions at end of Form before preparing Form.
                            Please print or type.



- --------------------------------------------------------------------------------
 1.  Name and address of issuer:

                                The American Heritage Fund, Inc.
                                1370 Avenue of the Americas
                                New York, New York 10019
- --------------------------------------------------------------------------------
 2.  Name of each series or class of funds for which this notice is filed:



                                Capital Stock
- --------------------------------------------------------------------------------
 3.  Investment Company Act File Number:   811-601

    Securities Act File Number:            2-11193

- --------------------------------------------------------------------------------
 4.  Last day of fiscal year for which this notice is filed: May 31, 1996



- --------------------------------------------------------------------------------
 5.  Check box if this notice is being filed more than 180 days after the close
     of the issuer's fiscal year for purposes of reporting securities sold after
     the close of the fiscal year but before termination of the issuer's 24f-2
     declaration:
                                                                          /  /

- --------------------------------------------------------------------------------
 6.  Date of termination of issuer's declaration under rule 24f-2(a)(1), if
     applicable (see Instruction A.6): Not Applicable


                                      
- --------------------------------------------------------------------------------
 7.  Number and amount of securities of the same class or series which had been
     registered under the Securities Act of 1933 other than pursuant to rule
     24f-2 in a prior fiscal year, but which remained unsold at the beginning of
     the fiscal year:                  None


- --------------------------------------------------------------------------------
 8.  Number and amount of securities registered during the fiscal year other
     than pursuant to rule 24f-2:      None



- --------------------------------------------------------------------------------
 9.  Number and aggregate sale price of securities sold during the fiscal year:

             4,803,198.511 Shares           $3,308,140.25


- --------------------------------------------------------------------------------
10.  Number and aggregate sale price of securities sold during the fiscal year
     in reliance upon registration pursuant to rule 24f-2:

             4,803,198.511 Shares           $3,308,140.25

- --------------------------------------------------------------------------------

<PAGE>   2

- --------------------------------------------------------------------------------
11.  Number and aggregate sale price of securities issued during the fiscal
     year in connection with dividend reinvestment plans, if applicable (see
     Instruction B.7):

                       None

- --------------------------------------------------------------------------------
12.  Calculation of registration fee:

        (i)  Aggregate sale price of securities sold during     $  3,308,140.25
             the fiscal year in reliance on rule 24f-2 (from    ----------------
             Item 10): 

       (ii)  Aggregate price of shares issued in connection     +     -0-
             with dividend reinvestment plans (from Item 11,    ----------------
             if applicable):

      (iii)  Aggregate price of shares redeemed or repurchased  --16,737,620.09
             during the fiscal year (if applicable):            ----------------

       (iv)  Aggregate price of shares redeemed or repurchased  +     -0-
             and previously applied as a reduction to filing    ----------------
             fees pursuant to rule 24e-2 (if applicable):

        (v)  Net aggregate price of securities sold and issued  ($13,429,479.84)
             during the fiscal year in reliance of rule 24f-2   ----------------
             [line (i), plus line (ii), less line (iii), plus
             line (iv)] (if applicable):

       (vi)  Multiplier prescribed by Section 6(b) of the       X  1/2900
             Securities Act of 1933 or other applicable law     ----------------
             or regulation (see Instruction C.6):

      (vii)  Fee due [line (i) or line (v) multiplied by              -0-
             line (vi)]:                                        ================

Instruction:  Issuers should complete line (ii), (iii), (iv), and (v) only if
              the form is being filed within 60 days after the close of the
              issuer's fiscal year. See Instruction C.3.

- --------------------------------------------------------------------------------
13.  Check box if fees are being remitted to the Commission's lockbox
     depository as described in section 3a of the Commission's Rules of
     Informal and Other Procedures (17 CFR 202.3a).
                                                                           /  /

     Date of mailing or wire transfer of filing fees to the Commissions' 
     lockbox depository:


- --------------------------------------------------------------------------------

                                  SIGNATURES

This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.

By (Signature and Title)* /s/ Heiko H. Thieme          
                         ------------------------------------------------------

                          Heiko H. Thieme, Chief Executive Officer
                         ------------------------------------------------------


Date   July 17, 1996
    ----------------------------


* Please print the name and title of the signing officer below the signature.

- --------------------------------------------------------------------------------


<PAGE>   1
                          REISMAN & ASSOCIATES, P.A.
                              Attorneys at Law 
                                 Suite 330
                          5100 Town Center Circle
                         Boca Raton, Florida  33486


Telephone (407) 361-9300                               Facsimile (407) 361-9369


July 17, 1996

The American Heritage Fund, Inc.
1370 Avenue of the Americas
New York, New York 10019


Gentlemen:

We have examined originals or certified, conformed or photostatic copies, the
authenticity of which has been established to our satisfaction, of all
agreements, instruments, certificates of public officials and corporate
officers of the Company and such other documents, certificates,
records, authorizations and proceedings as we have deemed relevant and
necessary as the basis for the opinions expressed herein. Included in the
documents which we have examined is a Notice on Form 24f-2 under the Investment
Company Act of 1940 dated July 17, 1996 (the "Rule 24f-2 Notice"). In all such
examinations, we have assumed the genuineness of all signatures on original and
certified documents of all copies submitted to us as conformed or photostatic
copies.

Based on the foregoing, we are of the opinion that the shares of capital stock,
the registration of which the Rule 24f-2 Notice makes definite in the number,
were legally issued, fully paid and non-assessable.

Very truly yours,



REISMAN & ASSOCIATES, P.A.


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