UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
FORM N-8F
Application for Deregistration of Certain Registered Investment Companies.
I. General Identifying Information
1. Reason fund is applying to deregister
[ X ] Merger
[ ] Liquidation
[ ] Abandonment of Registration
[ ] Election of status as a Business Development Company
2. Name of fund: LEXINGTON STRATEGIC INVESTMENTS FUND, INC.
3. Securities and Exchange Commission File No.: 811-2506
4. Is this an initial Form N-8F or an amendment to a previously filed
Form N-8F?
[ X] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. & Street, City,
State, Zip Code):
LEXINGTON FUNDS
PARK 80 WEST PLAZA TWO
SADDLE BROOK, NJ 07663
6. Name, address and telephone number of individual the Commission
staff should contact with any questions regarding this form:
PETER CORNIOTES
(ADDRESS - SAME AS ABOVE)
(201) 712-7731
7. Name, address and telephone number of individual or entity
responsible for maintenance and preservation of fund records in
accordance with rules 31a-1 and 31a-2 under the Act [17 CFR
270.31a-1, .31a-2]:
LEXINGTON MANAGEMENT CORPORATION
PARK 80 WEST PLAZA TWO
SADDLE BROOK, NJ 07663
8. Classification of fund (check only one):
[X] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only
one):
[X] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed: MARYLAND
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the
fund's contracts with those advisers have been terminated:
INVESTMENT ADVISER: LEXINGTON MANAGEMENT CORPORATION
PARK 80 WEST PLAZA TWO
SADDLE BROOK, NJ 07663
12. Provided the name and address of each principal underwriter of the
fund during the last five years, even if the fund's contracts with
those underwriters have been terminated:
LEXINGTON FUNDS DISTRIBUTOR, INC.
PARK 80 WEST PLAZA TWO
SADDLE BROOK, NJ 07663
13. If the fund is a unit investment trust ("UIT") provide:
(a) Depositor's name(s) and address(es):
(b) Trustee's name(s) and address(es):
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (e.g., an insurance company separate account)?
[ ] Yes [X] No
If yes, for each UIT state:
Name(s):
File No.: 811-
Business Address:
15. (a) Did the fund obtain approval from the board of directors
concerning the decision to engage in a Merger, Liquidation or
Abandonment of Registration?
[X] Yes [ ] No
If Yes, state the date on which the board vote took place:
MARCH 2, 1999
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning
the decision to engage in a Merger, Liquidation or Abandonment of
Registration:
[X] Yes [ ] No
If Yes, state the date on which the shareholder vote took place:
JUNE 22, 1999
If No, explain:
II. Distributions to Shareholders
16. Has the fund distributed any assets to its shareholders in connection
with the Merger or Liquidation?
[ ] Yes [X] No
(ALL ASSETS AND LIABILITIES OF THE FUND HAVE BEEN TRANSFERRED TO
LEXINGTON GOLDFUND, INC.)
(a) If Yes, list the date(s) on which the fund made those
distributions:
(b) Were the distributions made on the basis of net assets:
[ ] Yes [ ] No
(c) Were the distributions made pro rata based on share ownership?
[ ] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of distributions
to shareholders. For Mergers, provide the exchange ratio(s) used
and explain how it was calculated:
(e) Liquidations only:
Were any distributions to shareholders made in kind?
[ ] Yes [X] No
If Yes, indicate the percentage of fund shares owned by
affiliates, or any other affiliation of shareholders:
17. Closed-end funds only:
Has the fund issued senior securities:
[ ] Yes [ ] No
If Yes, describe the method of calculating payments to senior
securityholders and distributions to other shareholders:
18. Has the fund distributed all of its assets to the fund's
shareholders?
[X] Yes [ ] No
ALL ASSETS HAVE BEEN TRANSFERRED TO LEXINGTON GOLDFUND, INC.
If No,
(a) How many shareholders does the fund have as of the date this
form is filed?
(b) Describe the relationship of each remaining shareholder to the
fund:
19. Are there any shareholders who have not yet received distributions
in complete liquidation of their interests?
[ ] Yes [X] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. Assets and Liabilities
20. Does the fund have any assets as of the date this form is filed?
(See question 18 above)
[ ] Yes [ X] No
ALL ASSETS HAVE BEEN TRANSFERRED TO LEXINGTON GOLDFUND, INC.
If Yes,
(a) Describe the type and amount of each asset retained by the fund
as of the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities:
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any
other liabilities?
[ ] Yes [X] No
OUTSTANDING DEBTS HAVE BEEN ACCRUED AND TRANSFERRED TO LEXINGTON
GOLDFUND, INC.
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay these outstanding debts or
other liabilities?
IV. Information About Event(s) Leading to Request For Deregistration
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
(i) Legal expenses:
$ 23,036.
(ii) Accounting expenses:
$ 5,000.
(iii) Other expenses (list and identify separately):
PRINTING AND MAILING - $ 54,889
DIRECTORS - $ 7,500
TRANSFER AGENT - $ 37,913
(iv) Total expenses (sum of lines (i)-(iii) above):
$ 128,338
(b) How were those expenses allocated?
NOT APPLICABLE
(c) Who paid those expenses?
THE FUND
(d) How did the fund pay for unamortized expenses (if any)?
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
[ ] Yes [X] No
If Yes, cite the release numbers of the Commission's notice and order
or, if no notice or order has been issued, the file number and date
the application was filed:
V. Conclusion of Fund Business
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [X] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
[ ] Yes [X] No
If Yes, describe the nature and extent of those activities:
VI. Mergers Only
26. (a) State the name of the fund surviving the Merger: LEXINGTON
GOLDFUND, INC.
(b) State the Investment Company Act file number of the fund
surviving the Merger: 811-2881.
(c) If the merger or reorganization agreement has been filed with
the Commission, state the file number(s), form type used and
date the agreement was filed:
FILE NUMBER FORM TYPE FILING DATE
811-02506 DEFS14A APRIL 15, 1999
002-72428 497 APRIL 15, 1999
333-74127 N-14 MARCH 9, 1999
(d) If the merger or reorganization agreement has not been filed
with the Commission, provide a copy of the agreement as an
exhibit to this form.
VERIFICATION
The undersigned states that (i) he or she has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act of
1940 on behalf of LEXINGTON STRATEGIC INVESTMENTS FUND, INC., (ii) he or she
is the VICE PRESIDENT AND SECRETARY of LEXINGTON STRATEGIC INVESTMENTS FUND,
INC., and (iii) all actions by shareholders, directors, and any other body
necessary to authorize the undersigned to execute and file this Form N-8F
application have been taken. The undersigned also states that the facts set
forth in this Form N-8F application are true to the best of his or her
knowledge, information and belief.
Signature: /s/ Lisa Curcio
Date: August 24, 1999
