BULL & BEAR GROUP INC
8-K, 1995-10-06
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549


                             FORM 8-K

                          CURRENT REPORT


                 Pursuant to Section 13 or 15(d)
              of the Securities Exchange Act of 1934



                 Date of Report:  October 6, 1995


                     BULL & BEAR GROUP, INC.
- --------------------------------------------------------------------------------
      (Exact name of registrant as specified in its charter)


                             Delaware
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          (State or other jurisdiction of incorporation)



   09667                                            13-1897916
- --------------------------------------------------------------------------------
(Commission File Number)        (IRS Employer Identification No.)


        11 Hanover Square, New York, New York      10005
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(Address of principal executive offices)        (Zip Code)


                          212-785-0900
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(Registrant's telephone number, including area code)


- -----------------------------------------------------------------
  (Former name or former address, if changed since last report.)




                                                         Exhibit Index on page 4


                                       1
<PAGE>

Item 2.   Acquisition or Disposition of Assets


(a)  A Company  investment  management  subsidiary  (the  "Investment  Manager")
     entered into an Asset Purchase Agreement with Excel Advisors,  Inc. ("Excel
     Advisors"),  providing for the Investment  Manager's purchase of the assets
     that relate to the  management  of Excel Midas Gold  Shares,  Inc.  ("Midas
     Gold"),  a mutual fund, for $182,500.  The source of the funds used was the
     Company's  working  capital.  The transfer of these assets  resulted in the
     assignment and automatic  termination of the current investment  management
     agreement   between  the  Excel  Advisors  and  Midas  Gold  (the  "Current
     Agreement").  Accordingly,  as a result of the  termination  of the Current
     Agreement,  shareholders  of  Midas  Gold  were  asked  to  consider  a new
     investment  management  agreement ("New Agreement")  between Midas Gold and
     the  Investment  Manager  effective  upon the  termination  of the  Current
     Investment Management Agreement.  In connection such matters,  shareholders
     were also asked to consider a subadvisory agreement, described below, and a
     reorganization  of  Midas  Gold,  resulting  in  its  reincorporation  as a
     Maryland  company  to be named  "Midas  Fund,  Inc."  and  authorizing  the
     approval of agreements for Midas Fund, Inc.  identical to the New Agreement
     and the subadvisory  agreement,  as well as a plan of  distribution  with a
     Company  broker/dealer  subsidiary,  and to elect a new board of  directors
     comprised  similarly  to the boards of  directors of the Bull & Bear Funds.
     Each of the above items was approved by shareholders on August 25, 1995.

     With  respect to  Midas Gold  and  Bull &  Bear Gold  Investors  Ltd.  (the
     "Funds"),  the Company investment management  subsidiaries (the "Investment
     Managers")   entered  into   subadvisory   agreements  with  Lion  Resource
     Management Limited (the "Subadviser") regarding Fund portfolio investments.
     Pursuant to the  agreements,  the Subadviser  advises and consults with the
     Investment  Managers  regarding the selection,  clearing and safekeeping of
     the Funds'  portfolio  investments  and  assists in pricing  and  generally
     monitoring  such  investments.  The Subadviser also provides the Investment
     Managers with advice as to  allocating  the Funds'  portfolio  assets among
     various  countries,  including  the  United  States,  and  among  equities,
     bullion,  and other  types of  investments,  including  recommendations  of
     specific  investments.  The  Investment  Managers,  not the Funds,  pay the
     Subadviser monthly a percentage of the Investment  Manager's net fees based
     upon the  Funds'  performance  and total net  assets.  Each  agreement  was
     approved by that Fund's shareholders on August 25, 1995.


                                       2
<PAGE>


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
     registrant  has duly  caused  this report to be signed on its behalf by the
     undersigned hereunto duly authorized.


                              BULL & BEAR GROUP, INC.



October 6, 1995                  By://Thomas B. Winmill//
                                 Thomas B. Winmill, Esq.
                                 Co-President


                                       3
<PAGE>


                          EXHIBIT INDEX


N/A

                                       4
<PAGE>


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