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UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION 811-08386
Washington, D.C. 20549
Cusip Number
FORM 12b-25 026514109
NOTIFICATION OF LATE FILING
(Check One) __ Form 10-K __ Form 20-F __ Form 11-K __ Form 10-Q X Form N-SAR
For Period Ended: January 31, 2000
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:____________________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE
Nothing in the form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant
American Heritage Growth Fund
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Former Name if Applicable
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Address of Principal Executive Office (STREET AND NUMBER)
1370 Avenue of the Americas, New York, NY 10019
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City, State and Zip Code
PART II - RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check appropriate box)
__ (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
X (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report of transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
__ (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed with the
prescribed time period. (Attach Extra Sheets if Needed)
The Registrant's auditors have not yet been able to complete their review of
certain accruals estimates furnished by the Registrant.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Jonathan B. Reisman (561) 361-9300
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such reports been
filed? If answer is no identify report(s).
X Yes __ No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? X Yes __ No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
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American Heritage Growth Fund, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 29, 2000 By /s/ Heiko H. Thieme
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Heiko H. Thieme, Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
persons signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTION
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549 in accordance with Rule
0-3 of the General Rules and Regulations under the Act. The
information contained in or filed with the form will be made a matter
of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amendment notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule
201 or Rule 202 of Regulation S-T (Section 232.201 or Section 232.202
of this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Section 232.12(c) of this chapter).
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SEC FILE NUMBER 811-08386
CUSIP NUMBER 026514109
FORM 12b-25
PART IV, PARAGRAPH (3), ATTACHMENT
The summary anticipated change in the statement of operations year ended
January 31, 2000 and the prior year ended January 31, 1999 are as follows:
<TABLE>
<CAPTION>
2000 1999
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<S> <C> <C>
Total investment income $ 11,594 $ 15,210
Total expenses 92,871 112,209
Less, expenses reimbursement from investment advisor (58,989) (87,810)
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33,882 24,399
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Net investment loss (22,288) (9,189)
Net realized gains from investment transactions 102,518 168,870
Net change in unrealized appreciation (depreciation) of investments 49,569 (230,694)
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Net gain (loss) on investments 152,087 (61,824)
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Net increase (decrease) in net assets resulting from operations $ 129,799 $ (71,013)
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</TABLE>
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[MATHIESON AITKEN JEMISON, LLP LETTERHEAD]
March 30, 2000
U.S. Securities and Exchange Commission
Washington, DC 20509
RE: Form 12b-25 Notification of Late Filing
Attachment required under paragraph c
SEC File Number 811-0836
CUSIP Number 026514109
The American Heritage Fund, Inc.
Dear Sirs:
We are the independent accountants for the American Heritage Growth Fund, Inc.
("The Fund").
On March 29, 2000, we received final confirmation and verification of certain
accruals and estimates from Fund's management. Accordingly, we require time to
complete compliance review of these amounts.
Should you have any questions, please contact our office.
Very truly yours,
MATHIESON AITKEN JEMISON, LLP
/s/ MARK J. RASCHIATORE, CPA
Mark J. Raschiatore, CPA
Partner
MJR/mw