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0000950009-96-000028 | 0000950009-96-000028_0000.txt | Filed Pursuant to Rule 424(b)(3) Registration Nos. 33-55787 and 33-64179
PRICING SUPPLEMENT NO. 21, dated January 11, 1996 (To Prospectus dated December 20, 1995 and Prospectus Supplement dated December 20, 1995)
Due 9 Months or More From Date of Issue
Original Issue Date: January 17, 1996
Stated Maturity: January 19, 1999
Interest Payment Dates: February 15 and August 15
(If other than U.S. Dollars, see attachment hereto)
Option to Receive Payments in Specified Currency: [ ] Yes [ ] No (Applicable only if Specified Currency is other than U.S. Dollars)
(Applicable only if Specified Currency is other than U.S. Dollars)
Redemption: [X] The Notes cannot be redeemed prior to maturity. [ ] The Notes may be redeemed prior to maturity.
The Redemption Price shall initially be % of the principal amount of the Notes to be redeemed and shall decline at each anniversary of the initial Redemption Date by % of the principal amount to be redeemed until the Redemption Price is 100% of such principal amount.
Repayment: [X] The Notes cannot be repaid prior to maturity. [ ] The Notes can be repaid prior to maturity at the option of the holder of the Notes.
Discount Notes: [ ] Yes [X] No
Agent's Discount or Commission: .35%
Agent's Capacity: [X] Agent [ ] Principal
Net proceeds to Company (if sale to Agent as principal):
Agent: [X] Merrill Lynch & Co. [ ] Salomon Brothers Inc | 424B3 | 424B3 | 1996-01-12T00:00:00 | 1996-01-12T15:19:33 |
0000062418-96-000001 | 0000062418-96-000001_0000.txt | [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended November 30, 1995.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From _______ to _______.
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
501 John James Audubon Parkway, P.O. Box 810, Amherst, New York 14226-0810 (Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Number of shares outstanding of each class of the Registrant's common stock, as of the latest practicable date:
Class Outstanding at January 9, 1996
Common stock $.01 par value 59,979,072
Part I. Financial Information Page No.
Consolidated Condensed Balance Sheets as of November 30, 1995 and February 28, 1995 3
Consolidated Statements of Income and Retained Earnings For the Three Month Periods Ended November 30, 1995 and 1994 4
Consolidated Statements of Income and Retained Earnings For the Nine Month Periods Ended November 30, 1995 and 1994 5
Consolidated Statements of Cash Flows For the Nine Month Periods Ended November 30, 1995 and 1994 6
Notes to Consolidated Financial Statements 7
Management's Discussion and Analysis of Financial Condition and Results of Operations 11
Part II. Other Information 14
Cash $ 900 $ 800 Other current assets 79,500 58,600 Total current assets 860,000 805,000
Property, plant and equipment, net 519,200 487,900 Cost in excess of net assets acquired 352,100 356,400
maturities of debt $ 83,600 $ 67,300 Compensation related liabilities 71,600 70,400 Other current liabilities 91,200 99,800
Total current liabilities 427,000 425,300
Total long-term debt 630,500 610,700 Other non-current liabilities 197,200 174,900
Additional paid-in capital 551,000 550,200 Foreign currency translation adjustment (2,400) (6,100) Total stockholders' equity 706,300 635,500
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $1,961,000 $1,846,400
The accompanying notes are an integral part of these financial statements.
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (UNAUDITED) For the Three Month Periods Ended November 30, 1995 and 1994 (Amounts in thousands, except per share data)
Cost of products sold 358,800 261,700 Selling and administration 83,500 71,700 Research and development 13,300 8,800 Depreciation and amortization 16,900 14,800 Total operating costs 472,500 357,000 Income before provision for taxes 37,700 26,600
Provision for income taxes 14,700 10,100 Income before extraordinary items 23,000 16,500
Extraordinary items, net of tax - (1,100)
Retained earnings - beginning of the period 135,900 120,000
Cash dividends of $.03 and $.026 per share (1,800) (1,300) Retained earnings - end of the period $157,100 $134,100
Net income per share of common stock:
Income before extraordinary items $ .38 $ .34 Net Income $ .38 $ .32
Income before extraordinary items $ .38 $ .32 Net Income $ .38 $ .30
Weighted average number of shares outstanding:
The accompanying notes are an integral part of these financial statements.
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (UNAUDITED) For the Nine Month Periods Ended November 30, 1995 and 1994 (Amounts in thousands, except per share data)
Cost of products sold 1,049,200 730,200 Selling and administration 257,000 205,000 Research and development 35,000 24,500 Depreciation and amortization 49,300 38,000 Total operating costs 1,390,500 997,700 Income before provision for income taxes 117,500 81,600 Provision for income taxes 45,800 31 300 Income before extraordinary items 71,700 50,300
Extraordinary items, net of tax - (1,100)
Retained earnings - beginning of the period 90,800 88,600 Cash dividends of $.09 and $.079 per share (5,400) (3,700) Retained earnings - end of the period $157,100 $134,100 Net income per share of common stock: Primary: Income before extraordinary items $ 1.19 $ 1.09 Net income $ 1.19 $ 1.07
Income before extraordinary items $ 1.19 $ .99 Net income $ 1.19 $ .97
Weighted average number of shares outstanding:
The accompanying notes are an integral part of these financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Nine Month Periods Ended November 30, 1995 and 1994
Cash flows from operating activities: Income before extraordinary items $ 71,700 $ 50,300 Items not affecting cash: Depreciation and amortization 49,300 38,000 Pension and compensation related items (7,800) (10,600) Deferred income taxes 21,800 4,900 Net cash provided by earnings 135,000 82,600 Changes in assets and liabilities, net of effects of businesses acquired and discontinued: Cash flows from investing activities: Divestitures and asset sales 1,400 5,300 Purchase of plant and equipment, net (66,000) (28,000) Net cash used in investing activities (90,700) (321,800) Cash flows from financing activities: Credit agreement borrowings, net 11,700 241,200 Other changes in long-term debt, net 5,200 600 Changes in short-term bank borrowings 16,400 700 Common stock transactions (200) 300 Cash dividends paid (5,400) (3,500) Effect of exchange rate fluctuations 100 (100) Net increase in cash 100 300 Cash and cash equivalents: Beginning of the year 800 500 End of the period $ 900 $ 800
The accompanying notes are an integral part of these financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. In the opinion of the Company's management, the accompanying unaudited financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position of the Company at November 30, 1995, and the results of its operations and its cash flows for the three and nine month periods ended November 30, 1995 and 1994. Such results are not necessarily indicative of the results to be expected for the full year.
2. On November 4, 1994, the Company acquired substantially all of the stock of Purolator Products Company (Purolator) for a cash purchase price of $25.00 per share, or a total cost, including expenses, of approximately $286.3 million. Purolator is a manufacturer of a broad range of filters and separation systems used in automotive (principally aftermarket), marine, heating, ventilating, air conditioning, and high-technology liquid-filtration applications, and specialized industrial filters and separation systems. Purolator is a significant addition to the Company's Power and Fluid Transfer business segment.
The acquisition has been accounted for under the purchase method, and the financial position of Purolator is included in the consolidated results of operations for the three and nine month periods ended November 30, 1995, and in the consolidated balance sheets of the Company as of November 30, 1995 and February 28, 1995 based upon a preliminary determination and allocation of the purchase price. Such amounts will be finalized upon additional analysis and asset valuation determinations to be made by the Company and various outside appraisal firms during the last quarter of fiscal 1996. The final changes are not expected to have a significant impact on the Company's results of operations as reported herein.
The following table presents the pro forma consolidated condensed results of operations for the Company's three and nine month periods ended November 30, 1994 as if the following transactions had occurred at the beginning of the periods: (i) the consummation of the acquisition of Purolator in November 1994 and the borrowings under the 1994 Credit Agreement in connection therewith; and (ii) the consummation of the Equity Offering in December 1994 and the application of the estimated net proceeds therefrom. The pro forma amounts do not purport to be indicative of the results that actually would have been obtained had the transactions identified above actually taken place at the beginning of the periods, nor are they intended to be a projection of future results (dollars in thousands, except per share amounts): Three Months Ended Nine Months Ended November 30, 1994 November 30, 1994 Income before interest and taxes $ 47,500 $ 146,700 Income before extraordinary items $ 20,000 $ 60,500 extraordinary items: Primary $ .37 $ 1.15 Fully-diluted $ .34 $ 1.06
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
3. Accounts receivable are presented net of allowances for doubtful accounts of $18,900,000 and $18,600,000 at November 30, 1995 and February 28, 1995, respectively.
4. Inventories consist of the following components (dollars in thousands):
Raw materials, parts and sub-assemblies $104,300 $103,500
Since physical inventories taken during the year do not necessarily coincide with the end of a quarter, management has estimated the composition of inventories with respect to raw materials, work-in- process and finished goods. It is management's opinion that this estimate represents a reasonable approximation of the inventory breakdown as of November 30, 1995. The amounts at February 28, 1995 are based upon the audited balance sheet at that date.
5. Property, plant and equipment is stated at cost and consists of the following components (dollars in thousands):
Land and land improvements $ 41,500 $ 41,500 Machinery and equipment 513,400 451,600 Total property, plant and equipment 708,300 638,400 Less accumulated depreciation 189,100 150,500 Property, plant and equipment, net $519,200 $487,900
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
6. Long-term debt consists of the following at November 30, 1995 and February 28, 1995 (dollars in thousands):
Credit Agreement $ 310,000 $ 300,000 Less Current maturities (6,500) (8,600) Net senior debt 372,500 352,700
8-3/4% Senior Subordinated Notes 258,000 258,000 Total long-term debt 630,500 610,700
Total stockholders' equity 706,300 635,500 Long-term debt as a percentage of total capitalization 47.2% 49.0%
7. In May 1995, the Company's Board of Directors adopted a Shareholders' Rights Plan under which Preferred Stock Purchase Rights were distributed as a dividend at a rate of one Right for each share of Common Stock held as of the close of business on June 2, 1995. The Rights will expire at the close of business on June 2, 2005.
Each Right entitles the holder to buy one one-hundredth of a newly- issued share of Mark IV Industries, Inc. Series A Junior Participating Preferred Stock at an exercise price of $80. The Rights will detach from the Common Stock and will initially become exercisable for such shares of Preferred Stock if a person or group acquires beneficial ownership of, or commences a tender or exchange offer which would result in such person or group beneficially owning, 20 percent or more of the Company's Common Stock, except through a tender or exchange offer for all shares which the Board determines to be fair and otherwise in the best interest of the Company and its stockholders. If either the acquiring person beneficially owns 20% or more of the Company's Common Stock or the Company is a party to a business combination which is not approved by the Company's Board of Directors, each Right (other than those held by the acquiring person) will entitle the holder to receive, upon exercise, shares of Common Stock of the Company or of the surviving company with a value equal to two times the exercise price of the Right.
8. For purposes of cash flows, the Company considers overnight investments as cash equivalents. The Company made cash interest payments of approximately $51,600,000 and $45,600,000 in the nine month periods ended November 30, 1995 and 1994, respectively. The Company also made cash income tax payments of approximately $26,200,000 and $15,100,000 in the nine month periods ended November 30, 1995 and 1994, respectively.
9. On December 5, 1995, the Company acquired the assets of FitzSimons Manufacturing Company (FMC) for a cash purchase price of $23,700,000. FMC is a manufacturer of fuel system components for the North American automotive and truck industries, with annual sales of approximately $60,000,000.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Net cash provided by earnings was approximately $135,000,000 for the nine month period ended November 30, 1995, an increase of approximately $52,400,000 (63%) over the nine month period ended November 30, 1994. As of November 30, 1995, the Company had working capital of approximately $433,000,000 an increase of approximately $53,300,000 (14%) from February 28, 1995. The increase in working capital is substantially attributable to the Power and Fluid Transfer segment to support higher business levels and temporary seasonal inventory and accounts receivable increases.
The Company has borrowing availability under its primary credit agreements in excess of $352,500,000 and additional availability under its various domestic and foreign demand lines of credit of approximately $124,800,000 as of November 30, 1995. Long-term debt at November 30, 1995 increased approximately $19,800,000 (3%) from the total amount as of February 28, 1995, primarily as a result of increased borrowings required to support the temporarily increased working capital requirements referred to above.
Although the Company's long-term debt increased in absolute terms, as a percentage of total capitalization it decreased slightly to approximately 47% as of November 30, 1995, from 49% at February 28, 1995. Debt reduction in the balance of the fiscal year will be pursued through the use of cash generated from operations and reduced working capital requirements. Management believes that cash generated from operations should be sufficient to support the Company's working capital requirements and anticipated capital expenditures for the foreseeable future.
On October 30, 1995, the Company announced it is exploring the possibility of selling its infrastructure business to potential strategic buyers. This business, also known as the Transportation Products Group (TPG), has annual revenue of approximately $225 million, and is a part of the Company's Power and Fluid Transfer business segment. The Company has retained Bear, Stearns & Co. Inc. to represent it in pursuing the possible sale of TPG. The sale of TPG would allow Mark IV to become more focused in the worldwide Industrial, Automotive Aftermarket and Automotive OEM markets of its Power and Fluid Transfer business. Proceeds from a sale of TPG may be used to pay down debt, fund future acquisitions in core business areas, or to repurchase the Company's Common Stock.
The Company classifies its operations in two business segments: Power and Fluid Transfer and Professional Audio. The Company's current business strategy is focused upon the enhancement of its business segments through internal growth, cost control and quality improvement programs and selective, strategic acquisitions, with an emphasis on expanding the Company's international presence.
The results of operations for the three and nine month periods ended November 30, 1995 include the results of operations of Purolator. The results of operations for the three and nine month periods ended November 30, 1994 include the results of operations of Purolator from its November 4, 1994 acquisition date.
Net sales for the three month period ended November 30, 1995 increased $128,200,000 (32%) over the comparable period last year. The increase was primarily due to the inclusion of the results of operations of Purolator for the full period and several smaller acquisitions. Excluding the acquisitions, sales in the Power and Fluid Transfer segment increased approximately $47,500,000 (13%) in the three month period ended November 30, 1995, while sales in the Professional Audio segment remained comparable to the prior year's quarter. Foreign currency exchange rate movements had a nominal effect on sales in the quarter ended November 30, 1995 in comparison to the prior year's quarter.
Net sales for the nine month period ended November 30, 1995 increased $435,200,000 (39%) over the comparable period last year. The increase was primarily due to the inclusion of the results of operations of Purolator for the full period and several smaller acquisitions. Excluding the acquisitions, sales increased approximately $97,400,000 (9%) in the nine month period ended November 30, 1995, with $85,000,000 of the increase in the Power and Fluid Transfer segment and $12,400,000 in the Professional Audio segment. Foreign currency exchange rate movements had a $12,900,000 positive effect on sales in the nine months ended November 30, 1995 in comparison to the prior year. Excluding acquisitions and the positive effect of foreign currency movements, the internal growth was $84,500,000 (8%) in the nine month period ended November 30, 1995 compared to the nine month period ended November 30, 1994.
The cost of products sold as a percentage of consolidated net sales increased to approximately 68% for the three and nine month periods ended November 30, 1995, as compared to approximately 65% for the three and nine month periods ended November 30, 1994. The increase in the percentage of costs is primarily the result of the Purolator acquisition, due to its historically lower gross margins.
Selling and administration costs as a percentage of net sales were 16% for the three and nine month periods ended November 30, 1995 as compared to approximately 18% for the three and nine month periods ended November 30, 1994. The reduced level of costs as a percentage of sales is primarily a result of the inclusion of the Purolator operations for the full periods which tend to have a lower level of such costs after the elimination of duplicate corporate and other costs. The reduction in the level of costs also indicates the Company's continued emphasis on cost control has been successful in substantially offsetting the impact of inflation on such costs.
Research and development costs increased by $4,500,000 (51%) and $10,500,000 (43%) for the three and nine month periods ended November 30, 1995 as compared to the three and nine month periods ended November 30, 1994. The increase was primarily attributable to the inclusion of the results of operations of Purolator. As a percentage of net sales, these expenses remained consistent at approximately 2% in each period. This consistent level of investment reflects the Company's continuing emphasis on new product development.
Depreciation and amortization expense increased by $2,100,000 (14%) and $11,300,000 (30%) for the three and nine month periods ended November 30, 1995 as compared to the three and nine month periods ended November 30, 1994. The increase is primarily attributable to the inclusion of the results of operations of Purolator for the full period and several smaller acquisitions, as well as depreciation resulting from fixed asset additions made in the first half of fiscal 1996.
Interest expense for the three and nine month periods ended November 30, 1995 increased by $1,600,000 (12%) and $6,500,000 (17%) as compared to the three and nine month periods ended November 30, 1994. The increase is primarily due to an increase in the weighted average debt outstanding resulting from borrowings incurred to finance the acquisition of Purolator, net of the effects of the conversion of the Company's 6-1/4% Convertible Subordinated Debentures and the equity offering which occurred in the second half of fiscal 1995. Increases in economic rates on the Company's domestic and foreign debt also contributed to increased interest expense in the current periods.
The Company's provision for income taxes as a percentage of pre-tax accounting income for the three and nine month periods ended November 30, 1995 increased to approximately 39% as compared to 38% for the three and nine month periods ended November 30, 1994. The slightly higher effective tax rate is primarily the result of relatively increased income in foreign locations with higher statutory tax rates than in the U.S.
As a result of the replacement of the Company's 1993 Credit Facility with the 1994 Credit Agreement, the Company recognized a $1,100,000 extraordinary loss, net of related tax benefits, for the three and nine month periods ended November 30, 1994, related to the write-off of the unamortized balance of deferred charges associated with the 1993 Credit Facility.
As a result of all of the above, the Company's net income for the three and nine month periods ended November 30, 1995 increased $7,600,000 (49%) and $22,500,000 (46%) over the comparable periods last year.
Generally, the Company has been able to pass on inflation-related cost increases; consequently, inflation has had no material impact on income from operations.
Items 1, 2, 3, 4 and 5 are inapplicable and have been omitted.
11 Statement Regarding Computation of Per Share Earnings
Item 6(b) Reports on Form 8-K
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 thereunto duly authorized.
DATE:January 12, 1996 /s/ Sal H. Alfiero
DATE:January 12, 1996 /s/ Clement R. Arrison
DATE:January 12, 1996 /s/ William P. Montague
DATE:January 12, 1996 /s/ John J. Byrne
DATE:January 12, 1996 /s/ Richard L. Grenolds
11 Statement Regarding Computation of Per Share Earnings 17 27 Financial Data Schedule 19 | 10-Q | 10-Q | 1996-01-12T00:00:00 | 1996-01-12T16:50:18 |
0000950134-96-000093 | 0000950134-96-000093_0003.txt | PARCEL, MAURO, HULTIN & SPAANSTRA, P.C. 1801 CALIFORNIA ST., STE. 3600
14142 Denver West Parkway, Suite 250
Re: Registration Statement on Form S-3
We have acted as counsel for Canyon Resources Corporation, a Delaware corporation (the "Company"), in connection with the registration for sale of 61,539 shares of the Company's Common Stock (the "Securities") in accordance with the registration provisions of the Securities Act of 1933, as amended.
In such capacity we have examined, among other documents, the Registration Statement on Form S-3 filed by the Company with the Securities and Exchange Commission on or about January 12, 1996, as may be further amended from time to time (the "Registration Statement"), covering the registration of the Securities.
Based upon the foregoing and upon such further examinations as we have deemed relevant and necessary, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing under the laws of the State of Delaware.
2. The Securities have been legally and validly authorized under the Company's Certificate of Incorporation, as amended, and constitute duly and validly issued and outstanding and fully paid and nonassessable shares of the Company.
We hereby consent to the use of our name beneath the caption "Legal Matters" in the Prospectus forming a part of the Registration Statement and to the filing of a copy of this opinion as Exhibit 5.1 thereto.
/s/ Parcel, Mauro, Hultin & Spaanstra, P.C. | S-3 | EX-5.1 | 1996-01-12T00:00:00 | 1996-01-12T13:01:08 |
0000950170-96-000012 | 0000950170-96-000012_0000.txt | PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): DECEMBER 29, 1995
(Exact name of registrant as specified in its charter)
(State or other (Commission File Number) (I.R.S. Employer
16115 N.W. 52ND AVENUE, MIAMI, FLORIDA 33014 (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 621-8282
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
All American Semiconductor, Inc., a Delaware corporation (the "Registrant"), completed on December 29, 1995, the acquisition (the "Transaction") of two affiliated, privately-held electronic components distribution companies, Added Value Electronics Distribution, Inc. headquartered in Tustin, California, and A.V.E.D.-Rocky Mountain, Inc. headquartered in Denver, Colorado (collectively, the "Added Value Companies"). Immediately prior to the closing, the Transaction had been approved by the shareholders of the Registrant. All of the information regarding the Transaction required by Item 2 of Form 8-K has been "previously reported" (as defined in Rule 12b-2 of the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by the Registrant in the Registrant's Registration Statement No. 033-64019 on Form S-4 (which includes the Registrant's Proxy Statement/Prospectus dated December 13, 1995, distributed to the Registrant's shareholders in connection with obtaining their approval of the Transaction) as filed with the Securities and Exchange Commission (the "Registration Statement") and such information is incorporated herein by reference, except that (1) the exact number of shares of Common Stock, $.01 par value, of the Registrant issued in connection with the Transaction to the former stockholders of the Added Value Companies was 2,013,401 (exclusive of the 160,703 shares issued in the Transaction to a wholly-owned subsidiary of the Registrant) and (2) the actual amount of the Added Value Companies' bank debt paid off by the Registrant was approximately $3.8 million.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) and (b) The financial statements of the businesses acquired (the Added Value Companies) and the pro forma financial information required by Items 7(a) and 7(b), respectively, of Form 8-K have been "previously reported" by the Registrant in, and are incorporated herein by reference to, the Registration Statement.
(c) The following Exhibits are filed with this report:
2.1 Merger Purchase Agreement dated as of October 31, 1995, among the Registrant, All American Added Value, Inc., All American A.V.E.D., Inc. and the Added Value Companies (incorporated by reference to Appendix A to the Proxy Statement/Prospectus included in and Exhibit 2.1 to the Registrant's Registration Statement No. 033-64019 on Form S-4).
20.1 Proxy Statement/Prospectus dated December 13, 1995, of the Registrant (incorporated by reference to the Registrant's Registration Statement No. 033-64019 on Form S-4).
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, thereunto duly authorized.
Date: January 12, 1996 By: /s/ HOWARD L. FLANDERS | 8-K | 8-K | 1996-01-12T00:00:00 | 1996-01-12T14:37:52 |
0000950149-96-000028 | 0000950149-96-000028_0000.txt | <DESCRIPTION>THE MONTGOMERY FUNDS ANNUAL REPORT DATED 6/30/95.
CALIFORNIA TAX-FREE INTERMEDIATE BOND FUND
The Montgomery Funds represents a growing family of no-load mutual funds providing a comprehensive range of equity, fixed-income and global investment opportunities. We currently manage more than $8 billion on behalf of more than 300,000 individual investors, helping them meet their financial goals through a combination of professional portfolio management and solid customer service.
CALIFORNIA TAX-FREE INTERMEDIATE BOND FUND
This report and the financial statements contained herein are provided for the general information of the shareholders of The Montgomery Funds. This report is not authorized for distribution to prospective investors in the funds unless preceded or accompanied by an effective prospectus. Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC or any other agency and are subject to investment risk, including the possible loss of principal. Neither The Montgomery Funds nor Montgomery Securities is a bank. For more information on any Montgomery Fund, including charges and expenses, call 800-572-3863 for a free prospectus. Read it carefully before you invest or send money. Montgomery
JUNE 30, 1995 ANNUAL REPORT key to superior long-term performance, in good markets and especially in bad ones. We want you to understand how we go about meeting this challenge because it will help you make your mutual fund investment decisions with greater confidence.
We know these decisions are far from easy. Mutual fund investing has become increasingly complex with the proliferation of fund alternatives along with bewildering and, at times, contradictory advice from financial pundits. In fact, there are more mutual funds than there are securities on the New York Stock and American Stock Exchanges combined.
All of us know people who do more research when buying a refrigerator than they do when investing in a mutual fund. And yet, the long-term consequences of your investment decisions mean they demand even more thoughtful consideration. It's up to you -- and your financial advisor, if you work with one -- to decide what your goals are, to assess your tolerance for risk, and to choose the asset classes most appropriate to meet your needs. And it's up to you to be disciplined in your approach to investing, particularly for long-term investments such as equity or international funds.
Instead of chasing the latest investment fad or the most recent high-flying fund, we suggest you determine the asset classes most appropriate to your situation, and then choose a fund family that is committed to finding and supporting superior portfolio managers. That's our job, and here's how we go about it:
First, we look for fund managers who have delivered consistent, long-term performance -- and that means not one good year but a string of good years. The portfolio managers responsible for The Montgomery Funds bring years of proven experience to the job.
Second, we look for fund managers with a real passion for portfolio management -- people who love the business of managing money and selecting securities, who are excited about the markets they follow. Montgomery's managers are truly dedicated to what they do; they also tend to be independent thinkers, willing to buck the "prevailing wisdom."
When we find professionals who measure up to those stringent criteria, we offer them an environment in which they can focus exclusively on the task at hand: managing money. Our investment professionals are single-minded in their dedication to investment management, and we've built the infrastructure that allows them to pursue that without distraction.
We also make sure we have plenty of depth in each investment discipline. Each Senior Portfolio Manager is backed by a team of experienced investment professionals and analysts. This team approach leads to more comprehensive market coverage and more creative ideas. Finally, we hold managers accountable for the consistency of their disciplines and the quality of their decision making.
These are challenging tasks, but absolutely necessary ones. We address them on your behalf, so that when you invest in any Montgomery fund, you can do so with a high degree of confidence in the people who are managing your money. You're buying a lot more than a fund -- you're buying an entire firm.
Once you're in a fund, of course, our long-standing advice applies: Invest for the long-term, and give your funds time to deliver results and move you further towards your financial goals.
As always, we encourage you to let us know how we're doing at helping you meet those goals or if you have ideas about how we might serve you more effectively. Our customer service representatives can be reached at (800) 572-FUND. Thank you for your support and confidence. We look forward to reporting to you again in six months.
Chairman and Chief Executive Officer
WHEN THE STOCK MARKET IS SETTING RECORDS, EVEN THE MOST SOPHISTICATED INVESTORS ARE TEMPTED TO BECOME MARKET TIMERS. THEY WANT TO SELL AT "THE TOP" OF THE CYCLE AND BEGIN INVESTING AGAIN AT "THE BOTTOM."
Unfortunately, the markets rarely send clear signals about tops and bottoms; market timers run a real risk of missing upward movements and rarely avoid downturns. We believe the key to long-term investment success is to stay in the market -- and try to forget about the day-to-day fluctuations in the Dow Jones Industrial Average. In other words, we believe there is no wrong time to invest for long-term players.
But if you're looking for ways to make weathering market volatility a bit easier, consider these two prudent -- and proven -- strategies:
- Make sure you are well diversified, to cushion your investments against volatility in any one security, market, or asset class.
- Invest regularly, to smooth out the inevitable ups and downs of the market.
THE #1 ASSET ALLOCATION FUND
An easy way to ensure asset class diversification is with the Montgomery Asset Allocation Fund, which seeks high total return through a strategic mix of stocks for growth, bonds for income, and cash for liquidity. Its high degree of diversification helps protect the Fund from the volatility of a 100% equity portfolio.
So far, this approach has resulted in ASSET ALLOCATION category-leading performance: According to FUND Lipper Analytical Services, Inc., the Fund ranked #1 among 136 flexible portfolio funds 35.99% for the year ending June 30, 1995 -- and #1 among 124 such funds since inception. One-year total return for the year ended 6/30/95
The performance data quoted represents historical Average annual total return performance and is not indicative of future since inception (3/31/94) performance. Return and principal value will vary through 6/30/95 and shares may be worth more or less when redeemed.
While past performance is no guarantee of future results, you can be sure of the experience and expertise of the Fund's management: Roger Honour (Montgomery Growth Fund) handles the equity investments while Bill Stevens, who manages all of Montgomery's fixed-income funds, invests the portions allocated to bonds and cash.
ASSET ALLOCATION FUND MIX AS OF 7/31/95
INVEST REGULARLY; A GOOD STRATEGY FOR VOLATILE MARKETS
Once you've determined your long-term financial goals, consider the time-tested strategy of regular investing: committing the same dollar amount on a monthly or quarterly basis. Regular investing eliminates the temptation to try to "time the market," and it allows you to automatically buy more shares when prices are down and fewer when prices are up: dollar-cost averaging. (Such a plan does not ensure a profit and does not protect against a loss in declining markets.) Over time, you can reduce the average cost per share and better manage the risk of market fluctuations.
Montgomery makes regular investing simple with our AUTOMATIC ACCOUNT BUILDER program, which automatically taps your checking account for a monthly or quarterly investment of $100 or more into any Montgomery fund.
IN SHORT, THERE ARE PRUDENT WAYS TO STAY INVESTED -- AND TO KEEP INVESTING -- DURING PERIODS OF MARKET VOLATILITY. PLEASE REVIEW YOUR PROSPECTUS FOR MORE DETAILS ON THE ASSET ALLOCATION FUND, AUTOMATIC ACCOUNT BUILDER, AND ALL THE INVESTMENT OPPORTUNITIES WE OFFER -- OR CALL YOUR MONTGOMERY REPRESENTATIVE TODAY.
Montgomery Growth Fund's strong performance in 1994 enabled it to outperform the S&P 500 Index as well as the Lipper Growth Funds Average for the twelve months ended June 30, 1995. During the first six months of 1995, however, the Fund underperformed the index, largely due to the level of cash in the Fund in a rapidly rising market.
Looking forward, we are encouraged by the current valuations and growth prospects of companies in which the Fund has invested. We are not banking heavily on any particular macroeconomic forecast. Rather, we have carefully placed our bets on the earnings potential of our individual stock positions. We believe that our "all weather" investment process will add value throughout the different seasons of the economic cycles and remain committed to our disciplined, quantitative and qualitative approach to stock selection as the key to superior long-term returns.
Hypothetical Illustration of $10,000 Invested at Inception
(1) Average Annual Total Return (2) The S&P 500 Index is composed of 500 widely held common stocks listed on the NYSE, AMEX and OTC Market. (3) Lipper's Growth Funds Average universe consists of 514 funds. Note: The performance shown represents past performance and is not a guarantee of future results.
We are excited about the long-term prospects for investing in the micro cap area. Smaller companies are often undiscovered, underesearched, and underappreciated by investors because of their size. This represents tremendous opportunity for investors who are willing to contact companies directly and conduct independent fundamental research. The U.S. Growth Equity team's mission is to continue to uncover the "hidden gems" in the micro cap universe.
The first half of 1995 represented a strong start for the Montgomery Micro Cap Fund. We were able to exceed the returns on the Russell 2000 Index, a significant achievement given our substantial levels of cash flow in the period. We attribute this success to our investment discipline of only investing in companies that we feel represent high quality growth at reasonable prices.
We thank you for your support and patience during this start-up phase of the Montgomery Micro Cap Fund.
Hypothetical Illustration of $10,000 Invested at Inception
(2) The Russell 2000 Index is a capitalization weighted total return index which is comprised of 2,000 of the smallest capitalized U.S. domiciled companies whose common stock is traded in the U.S. on the NYSE, AMEX and NASDAQ. (3) Lipper's Small Company Growth Funds Average universe consists of 267 funds. Note: The performance shown represents past performance and is not a guarantee of future results.
For the twelve months ended June 30, 1995, the Fund kept pace with the Russell 2000 Index, while trailing the Lipper Small Company Growth Funds Average. Our investment style, which requires all portfolio candidates to pass strict valuation criteria and possess sustainable earnings growth out two to three years, biased the Fund away from some of the technology stocks that have been carried to dizzying valuations since the fourth quarter of 1994.
Currently, the Fund's holdings are selling at approximately 16 times one-year forecasted earnings. The Fund is positioned for strong growth, and we believe the strength of earnings in the Fund's companies will be recognized by the market and individual investors.
Hypothetical Illustration of $10,000 Invested at Inception
(1) Average Annual Total Return (2) The Russell 2000 Index is a capitalization weighted total return index which is comprised of 2,000 of the smallest capitalized U.S. domiciled companies whose common stock is traded in the U.S. on NYSE, AMEX and NASDAQ. (3) Lipper's Small Company Growth Funds Average universe consists of 267 funds. Note: The performance shown represents past performance and is not a guarantee of future results.
Performance for the nine months since the Fund's inception was well ahead of the Lipper Equity Income Funds Average; however, the Fund lagged the S&P 500 Index, largely due to the most recent quarter. Our investment approach emphasizes high quality companies with relatively stable earnings, and therefore showed solid relative performance during the fourth quarter of 1994 and early 1995. However, as investor preference rotated toward the more financially leveraged and cyclical firms late in the first quarter, our performance lagged.
Looking forward, we believe that the consistent use of relative yield valuation, coupled with diligent fundamental analysis, should add value for our shareholders, while seeking to maintain greater stability of principal during the unavoidable periods of market decline.
Hypothetical Illustration of $10,000 Invested at Inception
(2) The S&P 500 Index is composed of 500 widely held common stocks listed on the NYSE, AMEX and OTC Market. (3) Lipper's Equity Income Funds Average universe consists of 109 funds. Note: The performance shown represents past performance and is not a guarantee of future results.
The Montgomery Asset Allocation Fund uses a three pronged attack for achieving the best possible returns. First, the allocation decision is made based on a proprietary quantitative model. In the synchronous bond and stock market rallies, the goal was to avoid significant cash positions. Early in the year we reduced our cash allocation from 10% to 5%, and moved to a fully invested allocation in July.
Second, the active management of the bond portion of the portfolio is designed to generate consistently better performance than the high grade bond market, and provide an "anchor to windward" for the portfolio. The fixed-income allocation declined slightly over the first half of 1995 from 50% to 47%.
Thirdly, and most importantly, the active management of the equity allocation seeks out the best long-term growth opportunities that offer solid fundamental value. The equity allocation increased over the first half from 40% to 46% and in July moved to 58%.
We will continue to review our allocation positions monthly in order to take advantage of the continual shifting of economic, market and political environments.
Hypothetical Illustration of $10,000 Invested at Inception
(1) Average Annual Total Return (2) The S&P 500 Index is composed of 500 widely held common stocks listed on the NYSE, AMEX and OTC counter. (3) The Lehman Brothers Aggregate High Grade Bond Index includes fixed rate debt issues rated investment grade or higher by Moody's, S&P or Fitch. (4) Lipper's Flexible Portfolio Funds Average universe consists of 136 funds. Note: The performance shown represents past performance and is not a guarantee of future results.
The past twelve months were characterized by volatility in global markets, primarily caused by changing interest rates and currency valuations. In addition, large swings in emerging markets added to the volatility. While the second half of 1994 and the beginning of 1995 were difficult for global investors, the five-month period ended June 30, 1995 produced a strong rebound.
Montgomery Global Opportunities Fund performed relatively well during this rocky ride. While we have underperformed the Morgan Stanley Capital International World Index due to an underweighted position in the U.S., we have outperformed our peer group since inception. More recently, the Montgomery Global Opportunities Fund was among the top-ranked Global Funds in the Lipper Universe during the second quarter of 1995. Our emphasis on technology and telecommunication stocks contributed to our recent strong performance.
As we move into the second half of 1995, we remain cautiously optimistic on global markets. We continue to position the portfolio in those stocks with positive earnings momentum and which offer the highest total return (growth and yield) for the best price.
Hypothetical Illustration of $10,000 Invested at Inception
(1) Average Annual Total Return (2) The Morgan Stanley Capital International World Index measures performance of twenty global stock markets. (3) Lipper's Global Funds Average universe consists of 108 funds. Note: The performance shown represents past performance and is not a guarantee of future results.
During the twelve-month period ended June 30, 1995, interest-rate and currency fluctuations caused volatility in global markets. Events within emerging markets, such as the "meltdown" in Mexico, also contributed to the volatility across the world's equity markets.
Within the Montgomery Global Communications Fund, however, we were able to capitalize on this volatility and produce returns superior to our peer group. The Fund has also significantly outperformed the Morgan Stanley Capital International World Index and its peer group since inception, producing a 12.93% average annual return. In the short term, our exciting second-quarter 1995 performance resulted from the global growth in the telecommunications equipment sector as well as from our exposure to technology and wireless communications stocks.
We remain bullish on the worldwide demand for communications services and equipment, a large and diverse sector. We believe this group will continue to provide better growth prospects than global markets in general. As of June 30, 1995, the Fund was invested in approximately seventy companies and thirty countries.
Hypothetical Illustration of $10,000 Invested at Inception
(1) Average Annual Total Return (2) The Morgan Stanley Capital International World Index measures performance of twenty global stock markets. (3) Lipper's Global Funds Average universe consists of 108 funds. Note: The performance shown represents past performance and is not a guarantee of future results.
MONTGOMERY INTERNATIONAL SMALL CAP FUND
During the past twelve months, international equities, particularly small capitalization stocks, were volatile, reversing course several times. The fourth quarter of 1994 and the first quarter of 1995 proved especially difficult as interest rate uncertainties and currency fluctuations impacted investor sentiment.
While the Montgomery International Small Cap Fund was impacted by the difficult late 1994/early 1995 period, the Fund rebounded sharply during the second quarter of 1995. Many of our favorite holdings were rewarded recently, as investors recognized their strong fundamentals and earnings growth. We have also taken advantage of market weaknesses to purchase new attractive investment opportunities. Such opportunities include, on a country level, Japanese stocks. On an industry level, we have identified select financial services companies, late cycle capital equipment/engineering, retail trade, and shipping companies.
We continue to emphasize bottom-up stock selection with a broad international scope, focusing our research on those small and medium size companies offering the strongest earnings and dividend growth for the most attractive prices. We believe that over time this investment strategy will continue to add value.
Hypothetical Illustration of $10,000 Invested at Inception
(1) Average Annual Total Return (2) The Morgan Stanley Capital International EAFE Index is composed of Europe, Australia and a Far East Index of eighteen developed market countries. (3) Lipper's International Small Company Funds Average universe consists of 11 funds. Note: The performance shown represents past performance and is not a guarantee of future results.
The past twelve months represented a period of volatility in emerging markets. The third quarter of 1994's strong performance resulted from positive corporate reports. These results, however, were more than reversed in the subsequent two quarters by rising U.S. interest rates and the "meltdown" in Mexico. The second quarter of 1995 yielded the strong returns more indicative of long term expectations in emerging markets, as sentiment shifted positive and currency relationships stabilized.
Montgomery Emerging Markets Fund investors were rewarded for keeping their assets in the Fund for the full twelve months. The Fund not only posted a positive return, it outperformed the benchmark index and peer group by wide margins. Our decision to underweight Mexico prior to the crisis, as well as strategic investments in Asia, contributed to our strong relative performance.
Our outlook for the emerging markets remains positive. As global liquidity improves with the prospects of falling interest rates and slower economic growth in the developed markets, we expect that the emerging markets will garner more investor attention.
Hypothetical Illustration of $10,000 Invested at Inception
(1) Average Annual Total Return (2) The IFC Global Composite Index is comprised of over 1,200 individual stocks from 25 developing countries in Asia, Latin America, Middle East, Africa and Europe. (3) Lipper's Emerging Markets Funds Average universe consists of 31 funds. Note: The performance shown represents past performance and is not a guarantee of future results.
MONTGOMERY SHORT GOVERNMENT BOND FUND
We believe 1995 is shaping up to be as good for the U.S. bond market as 1994 was bad. The yield on two-year U.S. Treasury Notes has declined by almost 2%, and was one of the best performing securities, risk adjusted, in the world. The total return on 30-year U.S. Treasuries rivaled the strong performance of the stock markets. As one of the more conservatively positioned short government funds, the Montgomery Short Government Bond Fund has to work hard to keep up in a powerful bull market.
Looking forward, we are impressed with the Federal Reserve's resolve to keep inflation in check. We would look at any rise in interest rates in the second half of this year that results from renewed economic growth as a buying opportunity.
Hypothetical Illustration of $10,000 Invested at Inception
(1) Average Annual Total Return (2) The Lehman Brothers 1-3 Year Government Index is composed of all U.S. Government issues with maturities of 1-3 years. (3) Lipper's Short U.S. Government Funds Average universe consists of 131 funds. Note: The performance shown represents past performance and is not a guarantee of future results.
Intermediate term tax exempt yields trended lower in the first half of 1995, but the decline was not as abrupt as in other fixed income sectors. Municipal bond prices lagged on the upside as the emergence of prospective Federal tax reform and Orange County's bankruptcy stifled demand. The influence of these technical factors is expected to dissipate with relative valuation returning more closely to normal.
As of June 30, 1995, portfolio management embarked on a program to modestly extend maturities in order to increase the dividend distribution rate. Strategic decision-making will continue to emphasize quantitative analysis methods in an effort to optimize risk-adjusted returns. Proprietary credit analysis also remains a priority; this approach was successful in completely insulating the portfolio from the decline in credit of Orange County.
Investment returns have been very competitive. For the year ended June 30, 1995, the Fund ranked first of nine within its Lipper category with a total return of 6.03%.
Hypothetical Illustration of $10,000 Invested at Inception
(1) Average Annual Total Return (2) Lipper's California Municipal Debt Funds Average universe consists of 9 funds. Note: The performance shown represents past performance and is not a guarantee of future results.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
* Aggregate cost for Federal tax purposes was $702,997,413.
** Rate represents annualized yield at date of purchase.
Descriptions of securities have not been audited by Deloitte & Touche LLP.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
* Aggregate cost for Federal tax purposes was $155,420,740.
** Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.
Descriptions of securities have not been audited by Deloitte & Touche LLP.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
* Aggregate cost for Federal tax purposes was $6,085,943.
Descriptions of securities have not been audited by Deloitte & Touche LLP.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
* Aggregate cost for Federal tax purposes. ** Security pledged as collateral for dollar roll transactions.
Descriptions of securities have not been audited by Deloitte & Touche LLP.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
* Aggregate cost for Federal tax purposes was $12,774,861.
** Illiquid or Special Situation Security. (See Note 7 to Financial Statements).
*** Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.
Descriptions of securities have not been audited by Deloitte & Touche LLP.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
* Aggregate cost for Federal tax purposes.
** Illiquid Security or Special Situation Security (See Note 7 to Financial Statements).
*** Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.
# Amount represents less than 0.1%.
++ See Note 2 to Financial Statements.
Descriptions of securities have not been audited by Deloitte & Touche LLP.
The accompanying notes are an integral part of these financial statements.
# Amount represents less than 0.1%.
The accompanying notes are an integral part of these financial statements.
MONTGOMERY INTERNATIONAL SMALL CAP FUND
The accompanying notes are an integral part of these financial statements.
MONTGOMERY INTERNATIONAL SMALL CAP FUND
The accompanying notes are an integral part of these financial statements.
MONTGOMERY INTERNATIONAL SMALL CAP FUND
The accompanying notes are an integral part of these financial statements.
MONTGOMERY INTERNATIONAL SMALL CAP FUND
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
* Aggregate cost for Federal tax purposes was $966,121,237.
** Illiquid or Special Situation Security (See Note 7 to Financial Statements).
*** Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.
# Amount represents less than 0.1%. Descriptions of securities have not been audited by Deloitte & Touche LLP.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
# Amount represents less than 0.1%.
The accompanying notes are an integral part of these financial statements.
MONTGOMERY SHORT GOVERNMENT BOND FUND
The accompanying notes are an integral part of these financial statements.
MONTGOMERY SHORT GOVERNMENT BOND FUND
* Aggregate cost for Federal tax purposes.
** Security pledged as collateral for reverse repurchase agreement.
Descriptions of securities have not been audited by Deloitte & Touche LLP.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
* Aggregate cost for Federal tax purposes.
** Rate represents annualized yield at date of purchase.
+ Floating rate note, rate resets weekly.
++ Floating rate note, rate resets annually.
Descriptions of securities have not been audited by Deloitte & Touche LLP.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
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STATEMENTS OF ASSETS AND LIABILITIES
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF ASSETS AND LIABILITIES
** Amount represents distributions in excess of net investment income.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
FOR THE YEAR ENDED JUNE 30, 1995*
* The Montgomery Micro Cap Fund and Montgomery Equity Income Fund commenced operations on December 30, 1994 and September 30, 1994, respectively.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
FOR THE YEAR ENDED JUNE 30, 1995
* The Montgomery California Tax-Free Money Fund commenced operations on September 30, 1994.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
* Non cash activities include reinvestment of dividends of $1,164,807.
The accompanying notes are an integral part of these financial statements.
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STATEMENTS OF CHANGES IN NET ASSETS YEAR ENDED JUNE 30, 1995*
* The Montgomery Micro Cap Fund and Montgomery Equity Income Fund commenced operations on December 30, 1994 and September 30, 1994, respectively.
STATEMENTS OF CHANGES IN NET ASSETS YEAR ENDED JUNE 30, 1994*
* Montgomery Growth Fund, Montgomery Asset Allocation Fund and Montgomery Global Opportunities Fund commenced operations on September 30, 1993, March 31, 1994, September 30, 1993, respectively.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF CHANGES IN NET ASSETS YEAR ENDED JUNE 30, 1995*
* The Montgomery California Tax-Free Money Fund commenced operations on September 30, 1994.
STATEMENTS OF CHANGES IN NET ASSETS YEAR ENDED JUNE 30, 1994*
* Montgomery International Small Cap Fund and Montgomery California Tax-Free Intermediate Bond Fund commenced operations on September 30, 1993 and July 1, 1993, respectively.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
FOR A FUND SHARE OUTSTANDING THROUGHOUT EACH YEAR.
* The Fund commenced operations on September 30, 1993. ** Total return represents aggregate total return for the periods indicated. + Annualized. ++ The amount shown in this caption for each share outstanding throughout the period may not accord with the change in the aggregate gains and losses in the portfolio securities because of the timing of purchases and withdrawal of shares in relation to the fluctuating market values of the portfolio.
The accompanying notes are an integral part of these financial statements.
FOR A FUND SHARE OUTSTANDING THROUGHOUT THE PERIOD.
* The Fund commenced operations on December 30, 1994. ** Total return represents aggregate total return for the period indicated. + Annualized. # Per shares numbers have been calculated using the average shares method, which more appropriately represent the per share data for the period since the use of the undistributed income method did not accord with the results of operations.
The accompanying notes are an integral part of these financial statements.
FOR A FUND SHARE OUTSTANDING THROUGHOUT EACH YEAR.
* The Fund's shares became available for investment by the public on July 13, 1990. ** Total return represents aggregate total return for the periods indicated. + Annualized.
The accompanying notes are an integral part of these financial statements.
FOR A FUND SHARE OUTSTANDING THROUGHOUT THE PERIOD.
* The Fund commenced operations on September 30, 1994. ** Total return represents aggregate total return for the period indicated. + Annualized.
The accompanying notes are an integral part of these financial statements.
FOR A FUND SHARE OUTSTANDING THROUGHOUT EACH YEAR.
* The Fund commenced operations on March 31, 1994. ** Total return represents aggregate total return for the periods indicated. + Annualized. # Annualized expense ratios excluding interest expense for the year ended June 30, 1995 and for the period ended June 30, 1994 were 1.30% and 1.30%, respectively.
The accompanying notes are an integral part of these financial statements.
FOR A FUND SHARE OUTSTANDING THROUGHOUT EACH YEAR.
* The Fund commenced operations on September 30, 1993. ** Total return represents aggregate total return for the periods indicated. + Annualized. # Annualized expense ratios excluding interest expense and taxes for the periods ended June 30, 1994 and 1995 were each 1.90%.
The accompanying notes are an integral part of these financial statements.
FOR A FUND SHARE OUTSTANDING THROUGHOUT EACH YEAR.
* The Fund commenced operations on June 1, 1993. ** Total return represents aggregate total return for the periods indicated. + Annualized. ++ The amount shown in this caption for each share outstanding throughout the period may not accord with the change in the aggregate gains and losses in the portfolio securities because of the timing of purchases and withdrawal of shares in relation to the fluctuating market values of the portfolio. # Amount represents less than $0.01 per share. ## Annualized expense ratios excluding interest expense for the year ended June 30, 1995 and for the period ended June 30, 1994 were 1.90% and 1.90%, respectively.
The accompanying notes are an integral part of these financial statements.
MONTGOMERY INTERNATIONAL SMALL CAP FUND FOR A FUND SHARE OUTSTANDING THROUGHOUT EACH YEAR.
* The Fund commenced operations on September 30, 1993. ** Total return represents aggregate total return for the periods indicated. + Annualized. # Amount represents less than $0.01 per share. ## Annualized expense ratio excluding interest expense for the period ended June 30, 1994 was 1.90%.
The accompanying notes are an integral part of these financial statements.
FOR A FUND SHARE OUTSTANDING THROUGHOUT EACH YEAR.
* The Fund commenced operations on March 1, 1992. ** Total return represents aggregate total return for the periods indicated. + Annualized. ++ Per shares numbers have been calculated using the average shares method, which more appropriately represent the per share data for the period since the use of the undistributed income method did not accord with the results of operations. # Amount represents less than $0.01 per share. ## The amount shown in this caption for each share outstanding throughout the period may not accord with the change in the aggregate gains and losses in the portfolio securities because of the timing of purchases and withdrawal of shares in relation to the fluctuating market values of the portfolio.
The accompanying notes are an integral part of these financial statements.
MONTGOMERY SHORT GOVERNMENT BOND FUND FOR A FUND SHARE OUTSTANDING THROUGHOUT EACH YEAR.
* The Fund commenced operations on December 18, 1992. ** Total return represents aggregate total return for the periods indicated. + Annualized. # Amount represents less than $0.01 per share. ## Annualized expense ratios excluding interest expense for the years ended June 30, 1995 and 1994 were 0.47% and 0.25%, respectively.
The accompanying notes are an integral part of these financial statements.
FOR A FUND SHARE OUTSTANDING THROUGHOUT EACH YEAR.
* The Fund commenced operations on September 14, 1992. ** Total return represents aggregate total return for the periods indicated. + Annualized. # Amount represents less than $0.01 per share. ## Annualized operating expense ratio excluding interest expense for the year ended June 30, 1995 was 0.60%.
The accompanying notes are an integral part of these financial statements.
FOR A FUND SHARE OUTSTANDING THROUGHOUT EACH YEAR.
* The Fund commenced operations on July 1, 1993. ** Total return represents aggregate total return for the periods indicated. # Amount represents less than $0.01 per share.
The accompanying notes are an integral part of these financial statements.
FOR A FUND SHARE OUTSTANDING THROUGHOUT EACH PERIOD.
* The Fund commenced operations on September 30, 1994. ** Total return represents aggregate total return for the period indicated. + Annualized. # Amount represents less than $0.001 per share.
The accompanying notes are an integral part of these financial statements.
The Montgomery Funds and The Montgomery Funds II (individually, the "Trust" and, collectively, the "Trusts") are registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as diversified, open-end management investment companies. As of June 30, 1995, the Trusts had fourteen publicly offered series: Montgomery Growth Fund, Montgomery Micro Cap Fund, Montgomery Small Cap Fund, Montgomery Equity Income Fund, Montgomery Asset Allocation Fund (formerly Montgomery Strategic U.S. Fund), Montgomery Global Opportunities Fund, Montgomery Global Communications Fund, Montgomery International Small Cap Fund, Montgomery Emerging Markets Fund, Montgomery Short Government Bond Fund (formerly Montgomery Short Duration Government Fund), Montgomery Government Reserve Fund, Montgomery California Tax-Free Intermediate Bond Fund (formerly Montgomery California Tax-Free Short/Intermediate Fund), Montgomery California Tax-Free Money Fund and Montgomery Institutional Series: Emerging Markets Portfolio (individually, the "Fund" and, collectively, the "Funds").
The Montgomery Funds were organized as a Massachusetts business trust on May 10, 1990 and commenced operations with the Montgomery Small Cap Fund. The Montgomery Funds II were organized as a Delaware business trust on September 8, 1993 and commenced operations with the Montgomery Institutional Series: Emerging Markets Portfolio. Prior to the public offerings of shares of each Fund, a limited number of shares were sold to Montgomery Asset Management, L.P. and/or affiliated persons of Montgomery Asset Management in private placement offerings. Otherwise, no Fund had any significant operations prior to the date on which it commenced operations (i.e., commenced selling shares to the public).
Information presented in these financial statements pertains to all the above Funds except for Montgomery Institutional Series: Emerging Markets Portfolio which is presented under separate cover.
The following is a summary of significant accounting policies.
A. PORTFOLIO VALUATION--For the Montgomery Growth Fund, the Montgomery Micro Cap Fund, Montgomery Small Cap Fund, Montgomery Equity Income Fund, Montgomery Asset Allocation Fund, Montgomery Short Government Bond Fund and Montgomery California Tax-Free Intermediate Bond Fund portfolio securities are valued using current market valuations: either the last reported sales price, or, in the case of securities for which there is no reported last sale and in the case of fixed income securities, the mean of the closing bid and asked prices.
For the Montgomery International Small Cap Fund and the Montgomery Emerging Markets Fund, portfolio securities which are traded primarily on foreign exchanges or for which market quotations are readily available are generally valued at the last reported sales price on the respective exchanges or markets, except that when an occurrence subsequent to the time that a value was so established is likely to have changed said value, the fair value of those securities will be determined by consideration of other factors by or under the direction of the Board of Trustees or its delegates. Securities traded on the over-the-counter market are valued at the mean between the last available bid and ask price prior to the time of valuation.
For the Montgomery Global Opportunities Fund and the Montgomery Global Communications Fund, portfolio securities are valued using current market valuations: either the last reported sales price, or, in the case of securities for which there is no reported last sale and in the case of fixed income securities, the mean of the last available bid and asked prices. The value of portfolio securities which are traded primarily on foreign securities exchanges are generally valued at the immediate preceding closing values of such securities on the respective exchanges or markets, except that when an occurrence subsequent to the time that a value was so established is likely to have changed said value, the fair value of those securities will be determined by consideration of other factors by or under the direction of the Board of Trustees or its delegates.
Securities, including American Depositary Receipts and European Depositary Receipts, which are traded on securities exchanges are valued at the last sale price on the exchange on which such securities are traded, as of the close of business on the day the securities are being valued or, lacking any reported sales and in the case of fixed income securities, at the mean between the last available bid and asked price. In cases where securities are traded on more than one exchange, the securities are valued on the exchange determined by the Manager to be the primary market. Securities traded in the over-the-counter market are valued at the mean between the last available bid and asked price prior to the time of valuation. Securities and assets for which market quotations are not readily available (including restricted securities which are subject to limitations as to their sale) are valued at fair value as determined in good faith by or under the supervision of the Trust in accordance with methods which are authorized by the Trust's Board of Trustees.
For the Montgomery Government Reserve Fund and the Montgomery California Tax-Free Money Fund, portfolio securities are valued at amortized cost, which means they are valued at acquisition cost (as adjusted for amortization of premium or discount) rather than at current market value. Amortized cost involves valuing a portfolio security instrument at its cost, initially, and thereafter, assuming a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the market value of the instrument. Calculations are made to compare the value of each Fund's investments valued at amortized cost with market values. Market valuations are obtained by using actual quotations provided by market makers, estimates of market value, or values obtained from yield data relating to classes of money market instruments.
For each of the Funds, securities for which market quotations are not readily available are valued at fair market value as determined in good faith by or under the supervision of the Trusts' officers in accordance with methods which are authorized by the Trusts' Board of Trustees. Short-term securities with maturities of 60 days or less (excluding the Montgomery Government Reserve Fund and the Montgomery California Tax-Free Money Fund which value all securities at amortized cost) are carried at amortized cost, which approximates market value.
B. FORWARD FOREIGN CURRENCY CONTRACTS--Certain Funds may engage in forward foreign currency contracts. Forward foreign currency contracts are valued at the forward rate and are marked-to-market daily. The change in market value is recorded by the Fund as an unrealized gain or loss.
When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Forward foreign currency contracts have been used solely to establish a rate of exchange for settlement of transactions. Although forward foreign currency contracts limit the risk of loss due to a decline in the value of the hedged currency, they also limit any potential gain that might result should the value of the currency increase. In addition, the Fund could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts.
C. FOREIGN CURRENCY--Foreign currencies, investments and other assets and liabilities are translated into U.S. dollars at the exchange rates prevailing at the end of the period, and purchases and sales of investment securities and income and expenses are translated on the respective dates of such transactions. Unrealized gains and losses which result from changes in foreign currency exchange rates on investments have been included in the unrealized appreciation/(depreciation) of securities. Net realized foreign currency gains and losses resulting from movement in exchange rates include foreign currency gains and losses between trade date and settlement date on investment securities transactions, foreign currency transactions and the difference between the amounts of interest and dividends recorded on the books of the Fund and the amount actually received and the portion of foreign currency gains and losses related to fluctuations in exchange rates between the initial purchase trade date and subsequent sale trade date.
D. REPURCHASE AGREEMENTS--Each Fund may engage in repurchase agreement transactions individually or jointly through a joint repurchase account with other series of the Trusts pursuant to a joint repurchase agreement. Under the terms of a typical repurchase agreement, a Fund writes a financial contract with a counterparty and takes possession of a government debt obligation as collateral. The Fund also agrees with the counterparty to allow the counterparty to repurchase the financial contract at a specified date and price, thereby determining the yield during the Fund's holding period. This arrangement results in a fixed rate of return that is not subject to market fluctuations during the Fund's holding period. The value of the collateral is at least equal at all times to the total amount of the repurchase obligations, including interest. In the event of counterparty default, the Fund has the right to use the collateral to offset losses incurred. There could be potential loss to the Fund in the event the Fund is delayed or prevented from exercising its rights to dispose of the collateral securities, including the risk of a possible decline in the value of the underlying securities during the period while the Fund seeks to assert its rights. The Fund's investment manager, acting under the supervision of the Board of Trustees, reviews the value of the collateral and the creditworthiness of those banks and dealers with which the Fund enters into repurchase agreements to evaluate potential risks. The Funds may also participate on an individual or joint basis in tri-party repurchase agreements which involves a counterparty and a custodian bank.
E. DOLLAR ROLL TRANSACTIONS--The Asset Allocation Fund and The Short Government Bond Fund may enter into dollar roll transactions with financial institutions to take advantage of opportunities in the mortgage market. A dollar roll transaction involves a sale by the Fund of securities with a simultaneous agreement to repurchase substantially similar securities at an agreed upon price at a future date. The securities repurchased will bear the same interest as those sold, but generally will be collateralized by different pools of mortgages with different prepayment histories. During the period between the sale and repurchase, the Fund will not be entitled to receive interest and principal payments on the securities sold. The Fund will invest the proceeds of the sale in additional instruments, the income from which, together with any additional fee income received for the dollar roll, may or may not generate income for the Fund exceeding the yield on the securities sold. Dollar roll transactions involve the risk that the market value of the securities sold by the Fund may decline below the repurchase price of those securities.
F. SHORT SALES/FORWARD COMMITMENTS--Certain Funds may seek to hedge investments through forward commitments to sell high grade liquid debt securities. In some cases, the Fund may enter into forward commitments to sell securities the Fund does not yet own (but has the right to acquire). Such forward commitments effectively constitute a form of short sale and have been limited to date to the Montgomery Short Government Bond Fund and to securities issued by the Federal Home Loan Mortgage Corporation ("FHLMC") in connection with certain FHLMC conversion programs. To complete such a transaction, the Fund must obtain a security that is convertible into the security it has made a commitment to deliver. Forward commitments involve transaction costs and entail risk to the extent interest rates move in a direction different from that anticipated. There is a risk that the market price will increase for the security it must purchase. Whenever the Fund engages in this type of transaction, it maintains other high quality liquid debt securities equal in value to the forward commitment in a segregated account with its custodian.
G. REVERSE REPURCHASE AGREEMENTS--The Growth Fund, The Micro Cap Fund, The Small Cap Fund, The Equity Income Fund, The Asset Allocation Fund, The Global Opportunities Fund, The Government Reserve Fund, The California Tax-Free Intermediate Bond Fund and The California Tax-Free Money Fund may enter into reverse repurchase agreement transactions with member banks on the Federal Reserve Bank of New York's list of reporting dealers for leverage purposes. A reverse repurchase agreement involves a sale by the Fund of securities that it holds with an agreement by the Fund to repurchase the same securities at an agreed upon price and date. A reverse repurchase agreement involves the risk that the market value of the securities sold by the Fund may decline below the repurchase price of the securities. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, a Fund's use of the proceeds of the agreement may be restricted pending a determination by the party, or its trustee or receiver, whether to enforce the Fund's obligation to repurchase the securities. Each Fund will establish a segregated account with its custodian in which the Fund will maintain cash, U.S. government securities or other liquid high grade debt obligations equal in value to its obligations with respect to reverse repurchase agreements.
H. REVERSE DOLLAR ROLL TRANSACTIONS--The Montgomery Asset Allocation Fund and Montgomery Short Government Bond Fund may enter into reverse dollar roll transactions. When a Fund engages in a reverse dollar roll, it purchases a security from a financial institution and concurrently agrees to resell a similar security to that institution at a later date at an agreed-upon price. Under the 1940 Act, reverse dollar roll transactions are considered to be loans by a Fund and must be fully collateralized. If the seller defaults on its obligation to repurchase the underlying security, a Fund may experience delay or difficulty in exercising its rights to realize upon the security, may incur a loss if the value of the security declines and may incur disposition costs in liquidating the security.
I. FUTURES CONTRACTS--Upon entering into a futures contract, a Fund (the Montgomery Government Reserve Fund and Montgomery California Tax-Free Money Fund do not enter into futures contracts) is required to deposit with the custodian on behalf of the broker an amount of cash or cash equivalents equal to a certain percentage of the contract amount. This is known as the "initial margin." Subsequent payments ("variation margin") are made or received by a Fund each day, depending on the daily fluctuation of the value of the contract.
There are several risks in connection with the use of futures contracts as a hedging device. The change in value of futures contracts primarily corresponds with the value of their underlying instruments, which may not correlate with the change in value of the hedged investments. In addition, there is the risk the Fund may not be able to enter into a closing transaction because of an illiquid secondary market.
J. DIVIDENDS AND DISTRIBUTIONS--Dividends, if any, from net investment income of the Montgomery Growth Fund, the Montgomery Micro Cap Fund, the Montgomery Small Cap Fund, the Montgomery Asset Allocation Fund, the Montgomery Global Opportunities Fund, the Montgomery Global Communications Fund, the Montgomery International Small Cap Fund and the Montgomery Emerging Markets Fund are declared and paid at least annually. Dividends from net investment income of the Montgomery Short Government Bond Fund, the Montgomery Government Reserve Fund, the Montgomery California Tax-Free Intermediate Bond Fund and the Montgomery California Tax-Free Money Fund are declared daily and paid monthly. Dividends from net investment income of the Montgomery Equity Income Fund are declared and paid quarterly.
Distributions of any short-term capital gains earned by a Fund are distributed no less frequently than annually. Additional distributions of net investment income and capital gains for each Fund may be made in order to avoid the application of a 4% non-deductible excise tax on certain undistributed amounts of ordinary income and capital gains. Income distributions and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Fund, timing differences and differing characterization of distributions made by the Fund.
Permanent differences incurred during the year ended June 30, 1995 resulting from differences in book and tax accounting have been reclassified at year end to undistributed net investment income and paid-in capital as follows:
Paid-in capital was reduced by $20,117 for the Montgomery Short Government Bond Fund due to a tax return of capital.
K. SECURITIES TRANSACTIONS AND INVESTMENT INCOME-- Securities transactions are recorded on a trade-date basis. Realized gain and loss from securities transactions are recorded on the specific identified cost basis. Dividend income is recognized on the ex-dividend date. Dividend income on foreign securities is recognized as soon as the Fund is informed of the ex-dividend date. Interest income, including, where applicable, amortization of discount on short-term investments, is recognized on the accrual basis. Securities purchased on a when-issued or delayed delivery basis may be settled a month or more after the trade date; interest income is not accrued until settlement date. The Funds instruct their custodian to segregate assets in a separate account with a current value at least equal to the amount of its when issued purchase commitments.
The Montgomery Small Cap Fund has invested in pay-in-kind ("PIK") bonds. PIK bonds pay interest through the issuance of additional bonds. PIK bonds are recorded at fair market value on the date of payment and carry a risk in that unlike bonds which pay interest in cash throughout the period to maturity, the Fund will realize no cash until the cash payment date unless a portion of such securities are sold and, if the issuer defaults, the Fund may obtain no return at all on its investment.
L. FEDERAL INCOME TAXES--Each Fund has qualified and it is the intention of each Fund to continue to qualify and elect treatment as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), by complying with the provisions available to certain investment companies, as defined in applicable sections of the Code, and to make distributions of taxable income to shareholders sufficient to relieve each Fund from all or substantially all federal income taxes.
M. ORGANIZATION COSTS--Expenses incurred in connection with the organization of each Fund, including the fees and expenses of registering and qualifying its shares for distribution under federal and state securities regulations, are being amortized on a straight-line basis over a period of five years from the following dates:
N. CASH--Cash, as used in the Statement of Cash Flows, is the amount reported in the Statements of Assets and Liabilities for the Montgomery Short Government Bond Fund. The Fund issues and redeems its shares, invests in securities and distributes dividends from net investment income and net realized gains (which are either paid in cash or reinvested at the discretion of shareholders). These activities are reported in the Statement of Changes in Net Assets. Information on cash payments is presented in the Statement of Cash Flows. Accounting practices that do not affect reporting activities on a cash basis include unrealized gain or loss on investment securities and accretion income recognized on investment securities. Amounts reported as Due to Custodian on the Statements of Assets and Liabilities reflect cash and foreign currency overdrafts.
O. EXPENSES--Most expenses of the Trust can be directly attributed to a Fund. Expenses which cannot be directly attributed are apportioned between the Funds in the Trust.
2. MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES AND OTHER CONTRACTUAL COMMITMENTS:
a. Montgomery Asset Management, L.P. is the Funds' Manager (the "Manager"). The Manager, a California limited partnership, is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). The general partner of the Manager is Montgomery Asset Management, Inc. The sole limited partner of the Manager is Montgomery Securities, the Funds' principal underwriter and distributor. Under the Advisers Act, both Montgomery Asset Management, Inc. and Montgomery Securities may be deemed controlling persons of the Manager. Although the operations and management of the Manager are independent from those of Montgomery Securities, it is expected that the Manager may draw upon the research and administrative resources of Montgomery Securities at its discretion in a manner consistent with applicable regulations.
Pursuant to investment management agreements ("Investment Management Agreements"), the Manager provides each Fund with advice on buying and selling securities, manages the investments of each Fund including the placement of orders for portfolio transactions, furnishes each Fund with office space and certain administrative services, and provides the personnel needed by the Trusts with respect to the Manager's responsibilities under such agreement. The Manager has agreed to reduce some or all of its management fee or absorb fund expenses if necessary to keep each Fund's annual operating expenses, exclusive of interest and taxes, at or below the maximum allowed by applicable state expense limitations or the following percentages of each Fund's average net assets, whichever is lower: 1.50% for the Montgomery Growth Fund; 1.75% for the Montgomery Micro Cap Fund; 1.40% for the Montgomery Small Cap Fund; 0.85% for the Montgomery Equity Income Fund; 1.30% for the Montgomery Asset Allocation Fund; 1.90% for the Montgomery Global Opportunities Fund, Montgomery Global Communications Fund, Montgomery International Small Cap Fund and Montgomery Emerging Markets Fund; 0.60% for the Montgomery Government Reserve Fund and Montgomery California Tax-Free Money Fund; and 0.70% for the Montgomery Short Government Bond Fund and Montgomery California Tax-Free Intermediate Bond Fund. Any reductions or absorptions made to the Funds by the Manager are subject to recovery within the following two years (three years for the Montgomery Asset Allocation Fund) provided the Fund is able to affect such reimbursement and remain in compliance with applicable expense limitations. The Manager may terminate these reductions or absorptions at any time.
Montgomery Asset Management, L.P. serves as the Funds' administrator (the "Administrator"). The Administrator performs services with regard to various aspects of each Fund's administrative operations.
As compensation, each Fund has accrued a monthly management and administration fee (accrued daily) based upon the average daily net assets of each Fund at the following effective annual rates:
The Manager has recouped previously deferred fees and/or absorbed expenses during the year ended June 30, 1995. These amounts have been included with current year management fees in the Statement of Operations and are part of the effective rates shown above. The amounts recouped during the year ended June 30, 1995 were $88,428, $21,106, $60,321, $182,351, $78,233 and $450,190 for the Montgomery Growth Fund, Montgomery Asset Allocation Fund, Montgomery Global Opportunities Fund, Montgomery Global Communications Fund, Montgomery International Small Cap Fund and Montgomery Government Reserve Fund, respectively.
For the year ended June 30, 1995, the Manager has deferred fees and/or absorbed expenses as follows:
As of June 30, 1995, the deferred management fees and absorbed expenses subject to recoupment are $158,785, $49,653, $124,429, $144,683, $387,886, $184,013, $414,057, $474,297, $213,281 and $198,927 for the Montgomery Micro Cap Fund, Montgomery Equity Income Fund, Montgomery Asset Allocation Fund, Montgomery Global Opportunities Fund, Montgomery Global Communications Fund, Montgomery International Small Cap Fund, Montgomery Short Government Bond Fund, Montgomery Government Reserve Fund, Montgomery California Tax-Free Intermediate Bond Fund and Montgomery California Tax-Free Money Fund, respectively.
b. Certain officers and Trustees of the Trust are, with respect to the Trust's Manager and/or principal underwriter, "affiliated persons" as defined in the 1940 Act. Each Trustee of the Montgomery Funds who is not an "affiliated person" will receive an annual retainer and quarterly meeting fee totaling $30,000 per annum, as well as reimbursement for expenses.
c. For the year ended June 30, 1995, the Funds' securities transactions generated commissions of $11,840,329 of which $74,850 was paid to Montgomery Securities.
d. The Funds have no sales load and do not pay distribution (Rule 12b-1) fees to their distributor. Therefore, Montgomery Securities has received no direct compensation for serving as the Funds' principal underwriter and distributor.
e. At June 30, 1995, Montgomery Global Communications Fund owned 90,000 shares of Montgomery Emerging Communications Fund which has the same investment manager as the Trust. For the year ended June 30, 1995, the Montgomery Global Communications Fund received no dividend income from the Montgomery Emerging Communications Fund.
f. Certain Funds are parties to agreements with Charles Schwab & Co. Inc. ("Schwab") related to the Funds' participation in Schwab's mutual fund OneSourceTM program. The Funds that participate in the OneSourceTM program make payments to Schwab for certain services provided to shareholders who own shares of the Funds through that program. The Manager may make additional payments to Schwab in connection with the Funds' participation in the OneSourceTM program. Certain Funds also are parties to agreements for participation in similar programs sponsored by organizations such as Fidelity Investments. The following Funds participate in one or more of these programs: Montgomery Growth Fund; Montgomery Micro Cap Fund; Montgomery Small Cap Fund; Montgomery Equity Income Fund; Montgomery Asset Allocation Fund; Montgomery Global Opportunities Fund; Montgomery Global Communications Fund; Montgomery International Small Cap Fund; Montgomery Emerging Markets Fund; Montgomery Short Government Bond Fund; Montgomery California Tax-Free Intermediate Bond Fund.
a. The aggregate amount of purchases and sales of long-term securities, excluding long-term U.S. Government securities, during the year ended June 30, 1995 were as follows:
The aggregate amount of purchases and sales of long-term U.S. Government securities, during the year ended June 30, 1995, were:
b. At June 30, 1995, aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost and aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value was as follows:
c. Information regarding transactions under dollar roll transactions is as follows:
The average amount outstanding during the period was calculated by totaling borrowings at the end of each day and dividing the sum by the number of days in the year ended June 30, 1995.
Interest income earned for the year ended June 30, 1995 by the Montgomery Asset Allocation Fund and the Montgomery Short Government Bond Fund under dollar roll transactions aggregated $6,878 and $1,875, respectively.
Interest expense incurred for the year ended June 30, 1995 by the Montgomery Asset Allocation Fund and the Montgomery Short Government Bond Fund for dollar roll transactions aggregated $85 and $19,843, respectively.
Information regarding borrowings under reverse repurchase agreements is as follows:
The average interest rate approximated 5.34%, 4.50% and 5.00% for the Montgomery Asset Allocation Fund, the Montgomery Short Government Bond Fund and the Montgomery Government Reserve Fund, respectively, during the year. The amount outstanding during the year was calculated by adding the borrowings at the end of each day and dividing the sum by the number of days in the year ended June 30, 1995.
Interest expense for the year ended June 30, 1995 on borrowings by the Montgomery Asset Allocation Fund, the Montgomery Short Government Bond Fund and the Montgomery Government Reserve Fund under reverse repurchase agreements aggregated $949, $160,436 and $63,359, respectively.
d. The Montgomery Global Opportunities Fund, the Montgomery Global Communications Fund, the Montgomery International Small Cap Fund and the Montgomery Emerging Markets Fund regularly trade in forward foreign exchange contracts with off balance sheet risk in the normal course of its investing activities in order to manage exposure to market risks.
The schedule of forward foreign exchange contracts at June 30, 1995 was as follows:
e. Under an unsecured Revolving Credit Agreement with Credit Lyonnais San Francisco Branch and Credit Lyonnais Cayman Islands Branch, each of the Funds of The Montgomery Funds and The Montgomery Funds II may, for one year starting October 1, 1994, borrow (consistent with applicable law and its investment policies) amounts over $1,000,000 but not more than 10% of its net asset value, provided that the aggregate principal amount of outstanding loans under the agreement to all Funds does not exceed $25,000,000. For the year ended June 30, 1995 the Funds, except for Montgomery Global Communications Fund, did not borrow under the Revolving Credit Agreement.
Information regarding borrowings by the Montgomery Global Communications Fund for the year ended June 30, 1995 was as follows:
The interest expense for the year ended June 30, 1995 for the Montgomery Global Communications Fund was $23,966. The average interest rate approximated 8.125% during the year.
4. TRANSACTIONS IN SHARES WITH A BENEFICIAL INTEREST:
The Trusts have authorized an unlimited number of shares of beneficial interest which have a par value of $0.01. Because the Montgomery Government Reserve Fund and the Montgomery California Tax-Free Money Fund are money market funds and money market funds sell shares, issue shares for reinvestment of dividends and redeem shares only at a constant net asset value of $1.00 per share, the number of shares represented by such sales, reinvestments and redemptions are the same as the dollar amounts shown for such transactions. Transactions in shares of beneficial interest for the years and periods indicated below were as follows:
* The Montgomery Growth Fund, Montgomery Micro Cap Fund, Montgomery Equity Income Fund, Montgomery Asset Allocation Fund, Montgomery Global Opportunities Fund, Montgomery International Small Cap Fund, Montgomery California Tax-Free Intermediate Bond Fund and the Montgomery California Tax-Free Money Fund commenced operations on September 30, 1993, December 30, 1994, September 30, 1994, March 31, 1994, September 30, 1993, September 30, 1993, July 1, 1993 and September 30, 1994, respectively.
Certain Funds may purchase securities on foreign security exchanges. Securities of foreign companies and foreign governments involve special risks and considerations not typically associated with investing in U.S. companies and the U.S. government. These risks include re-valuation of currencies, less reliable information about issuers, different securities transactions clearance and settlement practices, and future adverse political and economic developments. These risks are heightened for investments in emerging market countries. Moreover, securities of many foreign companies and foreign governments and their markets may be less liquid and their prices more volatile than those of securities of comparable U.S. companies and the U.S. government. The Montgomery Emerging Markets Fund invests at least 65% of its total assets in the equity securities of companies in emerging market countries.
The Montgomery Global Communications Fund concentrates its investments in the global communications industry. Because of this concentration, the value of this Fund's shares may vary in response to factors affecting the global communications industry, and therefore may be more volatile than that of investment companies that do not similarly concentrate their investments. The global communications industry may be subject to greater changes in governmental policies and governmental regulation than many other industries, and regulatory approval requirements may materially affect the products and services of this industry.
The Montgomery California Tax-Free Intermediate Bond Fund and the Montgomery California Tax-Free Money Fund concentrate in California municipal securities. Certain California constitutional amendments, legislative measures, executive orders, administrative regulations, court decisions and voter initiatives could result in certain adverse consequences, including impairing the ability of certain issuers of California municipal securities to pay principal and interest on their obligations.
7. ILLIQUID AND SPECIAL SITUATION SECURITIES:
Each Fund may not invest more than 15% of its net assets in illiquid securities. The securities shown in the table below have been determined by the Manager to be illiquid because they are restricted or because there is an exceptionally low trading volume in the primary trading market for the security at June 30, 1995. These securities are valued at market price.
# Amount equals less than 0.01%.
The following securities held by the Funds on June 30, 1995 are unrestricted securities for which reliable market prices can be established. These securities are valued at their market prices. However, because the process of re-registering the securities in the Fund's name can take more than seven days, the following shares of each of these securities were deemed temporarily restricted in the hands of the Fund at June 30, 1995. The Fund bears the cost of re-registering these securities:
At June 30, 1995, the following funds had available for federal tax purposes unused capital losses as follows:
Under current tax law, net capital and currency losses realized after October 31 may be deferred and treated as occurring on the first day of the following fiscal year. In the fiscal year ended June 30, 1995 the following Funds elected to defer losses occurring between November 1, 1994 and June 30, 1995 under these rules as follows:
Such deferred losses will be treated as arising on the first day of the fiscal year ending June 30, 1996.
To the Board of Trustees and the Shareholders of The Montgomery Funds and The Montgomery Funds II:
We have audited the accompanying statements of assets and liabilities, including the portfolio of investments, of the Montgomery Growth Fund, the Montgomery Micro Cap Fund, the Montgomery Small Cap Fund, the Montgomery Equity Income Fund, the Montgomery Asset Allocation Fund (formerly the Montgomery Strategic U.S. Fund), the Montgomery Global Opportunities Fund, the Montgomery Global Communications Fund, the Montgomery International Small Cap Fund, the Montgomery Emerging Markets Fund, the Montgomery Short Government Bond Fund (formerly Montgomery Short Duration Government Fund), the Montgomery Government Reserve Fund, the Montgomery California Tax-Free Intermediate Bond Fund (formerly Montgomery California Tax-Free Short/Intermediate Fund) and the Montgomery California Tax-Free Money Fund (the Funds) (all portfolios of The Montgomery Funds, except for the Asset Allocation Fund which is a portfolio of The Montgomery Funds II) as of June 30, 1995, and the related statements of operations for the period ended June 30, 1995, the statements of changes in net assets for the periods ended June 30, 1995 and 1994, the statement of cash flows for the period ended June 30, 1995 and financial highlights for each of the periods ended June 30, 1995, 1994, 1993 and 1992. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The Montgomery Small Cap Fund's financial highlights for the year ended June 30, 1991 and for the period July 13, 1990 (effective date of registration) to June 30, 1991 were audited by other auditors whose report dated July 31, 1991, expressed an unqualified opinion on such financial highlights.
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 financial highlights 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 at June 30, 1995 by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. 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, such financial statements and financial highlights present fairly, in all material respects, the financial position of the Funds as of June 30, 1995, the results of their operations, the changes in their net assets, and their financial highlights for the respective stated periods, in conformity with generally accepted accounting principles.
FISCAL YEAR ENDED JUNE 30, 1995
The amount of long term capital gain paid for the fiscal year ended June 30, 1995 was as follows:
Of the distributions made from investment income the following percentages are tax exempt for regular Federal income tax purposes:
Of the distributions made by the following Funds the corresponding percentage represents the amount of each distribution which will qualify for the dividends received deduction available to corporate shareholders:
Of the distributions made by the following Funds from investment income the corresponding percentage represents the portion of each distribution derived from investments in U.S. Government and Agency obligations. All or a portion of the distributions made from this income may be exempt from taxation at the state level. Please consult your tax advisor for state specific information:
For the fiscal year ended June 30, 1995, foreign income and foreign taxes paid relating to foreign sources and possessions in the United States, on a per share basis were as follows:
The above figures may differ from those cited elsewhere in this report due to differences in the calculation of income and capital gains for Securities and Exchange Commission (book) purposes and Internal Revenue Service (tax) purposes.
The Montgomery Funds BULK RATE 600 Montgomery Street, 15th Floor U.S. POSTAGE PAID San Francisco, CA 94111-9361 Mount Prospect, Il. | N-30D | N-30D | 1996-01-12T00:00:00 | 1996-01-12T15:05:54 |
0000707805-96-000003 | 0000707805-96-000003_0000.txt | Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 31, 1995
(Exact name of registrant as specified in its charter)
(State or otherjurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)
100 Dutch Hill Road, Orangeburg, N.Y. 10962 (Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code):
ITEM 2. Acquisition or Disposition of Assets
On January 2, 1996, U.S.B. Holding Co., Inc. (the "Company") issued a press release announcing the sale of its wholly-owned subsidiary, Royal Oak Savings Bank, F.S.B., to Monocacy Bancshares, Inc. has been completed effective December 31, 1995. A copy of the press release is filed as Exhibit 99 hereto.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits. The following exhibit is filed as part of this Current Report on Form 8-K:
Press Release of U.S.B. Holding Co., Inc. issued January 2, 1996 99
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 thereunto duly authorized.
Exhibit No. Description Sequential Page No. 99 Press Release of U.S.B. 5
FOR IMMEDIATE RELEASE FOR RELEASE TO JANUARY 2, 1996 THE PRESS
For further information, please contact
PARENT COMPANY OF UNION STATE BANK SELLS MARYLAND SUBSIDIARY BANK
Orangeburg, NY - Mr. Thomas E. Hales, Chairman of the Board, U.S.B. Holding Co., Inc., parent company of the Rockland/Westchester-based Union State Bank, announced today that it has completed the sale of its Maryland subsidiary Bank. Royal Oak Savings Bank, FSB, was sold to Monocacy Bancshares, Inc., parent company of Taneytown Bank and Trust Company, Taneytown, Maryland effective December 31, 1995. The approximate sales price of $7.8 million is based on the level of deposits and certain other assets and liabilities sold as of December 31, 1995.
Royal Oak Savings Bank was formed by the merger of two former Maryland banks in 1991 by U.S.B. Holding Co., Inc. Royal's Oak's offices are located in Randallstown and Eldersburg, MD. Royal Oak had approximately $50 million in assets as of December 31, 1995.
Monocacy will continue to manage and operate Royal Oak Savings Bank, FSB under its charter but expects to merge Royal Oak with the Taneytown Bank in the second quarter of 1996.
Mr. Hales commented that the gain resulting from Royal Oak's sale will serve in supporting other initiatives of the U.S.B. Holding Co., Inc. and its primary subsidiary, Union State Bank. | 8-K | 8-K | 1996-01-12T00:00:00 | 1996-01-12T10:20:36 |
0000819940-96-000013 | 0000819940-96-000013_0000.txt | Dreyfus Disciplined Midcap Stock Fund
We are pleased to send you this annual report for Dreyfus Disciplined Midcap Stock Fund. It covers the twelve months ended October 31, 1995.
As you will see in this letter, the Fund outperformed its benchmark index during the period. In the sections that follow, we report the detailed results and describe the portfolio makeup. In addition, to place the Fund's performance in its broader setting, we discuss economic and market developments during the period.
The much-desired soft landing for the U.S. economy that the Federal Reserve Board has been striving to attain appears to have occurred. This is the result of more than a year of moves by the Fed to tighten interest rates, followed by a token loosening of the reins last summer.
Now that the economy has settled down a bit, the central bank must concern itself with the possibility that the economy might slow down more than would be desirable. However, the latest economic statistics do not contain convincing evidence of that happening. The housing industry is doing well, industrial orders continue to expand and gross domestic product keeps on growing, albeit at a reduced rate.
In the meantime, the rate of inflation appears to be under firm control. Consumer prices have advanced only at a very moderate pace, and average wages have barely inched ahead. Unemployment is not getting out of hand, and hovers near the so-called full employment level.
Retail spending has settled down, in part because consumers are carrying large debit balances in mortgage and credit card debts. To what extent this will affect holiday shopping remains to be seen.
As your Fund reached the end of its fiscal year, October 31, 1995, stocks were not far below the record levels they had reached earlier in the fall.
Among the factors accounting for this market strength were good corporate profits and low interest rates. Third quarter profit reports from leading corporations, while not universally favorable, were better than earlier quarters. The extensive lean and mean corporate reorganizations of the past few years appear to be paying off. Even though the pricing environment for most corporate products is extremely competitive, manufacturers and service providers appear able to squeeze out improved profits.
How long that continuing improvement will last is an open question. Many economists think that profit levels may flatten out over the coming months. The recent record on that score, however, has been encouraging.
Interest rates also have buoyed stock prices and sustained the bond market. As the cost of borrowing has steadily decreased, many corporations have benefited. This advantage has been particularly notable with public utilities.
Another factor in market strength has been the relentless advance of technology, which has virtually forced corporations -- and now individual households as well -- to reequip in order to keep up with technical progress. The obvious result has been seen in record prices commanded during the year by high technology stocks. While some disillusionment may set in, the market clearly takes a very optimistic view of the long-range outlook for these companies.
In addition, equities have been favorably affected by the very large inflow of investment money, on a regular basis, from 401(k) and other retirement plans. To be sure, money managers could at some point turn off the spigot, and divert this cash flow into bonds or money market instruments. During the past year, however, equity purchases by pension funds and other retirement investors have provided a supportive background for stock prices.
Of course, there are some concerns. Perhaps the biggest has been the struggle between Congress and the White House over how to reduce Government spending and cut the burden of the Government's perennial deficit. Hopefully, this impasse will be settled soon. In the meantime, the uncertainties in Washington have been a source of worry to investors.
The fading value of the U.S. dollar has also been a question mark. Yet, after hitting a low last spring, the dollar has gradually recovered some lost ground. This dollar rebound reflects weakness in the economies of Western Europe and Japan, but also the strengthening of economic activity here at home.
For the fiscal year that ended October 31, 1995, Dreyfus Disciplined Midcap Stock Fund achieved a total return of 23.39% for its Investor shares, and 23.57% for its Class R shares.* This compares with a total return of 21.21% for the Fund's benchmark, the Standard & Poor's 400 MidCap Index.** In late 1994 and early 1995, the Fund was adversely affected by a number of factors, not the least of which was the tight money policy that the Federal Reserve was pursuing at that time. By last spring, however, the market for the types of equities held by the Fund began to improve. In particular, our technology holdings started to show considerable strength.
Since then, the Fund has benefited from a rising equity market, plus stock selection for the portfolio. Of course, the Federal Reserve Board's easing of interest rates in July was a helpful factor for equities in general. The portfolio also benefited from the fact that many issues in the portfolio were purchased at attractive price-to-earnings ratios.
A wide range of holdings contributed to the Fund's positive performance, including some Health Care stocks, Financial issues and Technology.
As the fiscal year ended, the principal sectors in which we held investments were Capital Spending; Interest Sensitive/Regulated issues; Utilities; Consumer Cyclical/Discretionary stocks; and Health Care.
Your investment in this Fund is appreciated. We will continue our best efforts to help you achieve your investment goals.
* Total return includes reinvestment of dividends and any capital gains paid. ** SOURCE: LIPPER ANALYTICAL SERVICES, INC. -- Reflects the reinvestment of income individends and, where applicable, capital gain distributions. The Standard & Poor's 400 MidCap Index is a broad-based index of 400 companies and is a widely accepted, unmanaged index of medium-cap stock market performance.
Dreyfus Disciplined Midcap Stock Fund October 31, 1995 COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN DREYFUS DISCIPLINED MIDCAP STOCK FUND CLASS R SHARES AND THE STANDARD & POOR'S
Stock Fund Standard & Poor's (Class R Shares) Midcap 400 Index *
*Source: Lipper Analytical Services, Inc.
Investor Class Shares Class R Shares Period ended 10/31/95 Period ended 10/31/95 1 Year 23.39% 1 Year 23.57% From Inception (4/6/94) 12.79 From Inception (11/12/93 10.34
Past performance is not predictive of future performance.
The above graph compares a $10,000 investment made in Class R shares of Dreyfus Disciplined Midcap Stock Fund on 11/12/93 (Inception Date) to a $10,000 investment made in the Standard & Poor's MidCap 400 Index on that date. For comparative purposes, the value of the Index on 10/31/93 is used as the beginning value on 11/12/93. All dividends and capital gain distributions are reinvested. Performance for Investor Class shares will vary from the performance of Class R shares shown above due to differences in charges and expenses.
The Dreyfus Disciplined Midcap Stock Fund seeks investment returns (including capital appreciation and income) consistently superior to the Standard & Poor's MidCap 400 Index. While the midcap market is the Fund's main focus, the Fund can also invest in other areas, such as stocks of smaller and larger corporations. The Fund's performance shown in the line graph takes into account all applicable fees and expenses. The Standard & Poor's MidCap 400 Index is a broad-based Index of 400 companies with market capitalizations generally ranging from $50 million to $10 billion and is a widely accepted, unmanaged index of overall midcap stock market performance which does not take into account charges, fees and other expenses. Further information relating to Fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the Prospectus and elsewhere in this report.
Dreyfus Disciplined Midcap Stock Fund Statement of Investments October 31, 1995
900 Alumax, Inc.+ ................... $00,026,550 3,400 Arco Chemical Company ........... 166,600 900 Cleveland-Cliffs, Inc. .......... 33,638 1,400 Cyprus Minerals ................. 36,575 2,000 Eastman Chemical ................ 119,000 1,500 Fleetwood Enterpirses, Inc. ..... 30,750 2,700 First Mississippi Corporation.... 55,350 1,912 Firstmiss Gold Inc. + ........... 34,416 2,500 Greenfield Industries, Inc. ..... 75,000 1,600 Rayonier, Inc. .................. 60,000 4,900 Smith International, Inc.+....... 78,400 1,500 Temple Inland, Inc. ............. 68,250 2,200 Varian Associates ............... 113,025 2,100 Vigoro Corporation .............. 91,087 2,000 Viking Office Products, Inc.+.... 89,000 3,500 Wellman, Inc. ................... 82,250 2,400 3 Com Corp. + ................... 112,800
2,700 Case Corporation ................ 102,937 1,500 DSC Communications +............. 55,500 1,600 Danaher Corp. ................... 49,600 4,100 INDRESCO Inc. +.................. 70,213 9,200 Frontier Corp. .................. 248,400 2,200 Scripps (E.W.) Company, Cl. A.... 83,050
1,700 Alberto-Culver Company, Cl. B.... 53,338 1,600 Nine West Group Inc. +........... 71,200 2,900 Whitman Corporation ............. 61,625 3,900 Brunswick Corporation ........... 76,050 2,100 First Brands Corp. .............. 96,075
2,400 Harley Davidson, Inc. ........... $ 64,200 5,800 Leggett & Platt, Inc. ........... 139,200
1,400 V. F. Corporation ............... 67,025 2,300 Applebees International Inc. .... 64,688 2,200 BMC Software Inc + .............. 78,375 3,700 Carson Pirie Scott & Company+ ... 62,437 4,900 Circuit City Stores, Inc. ....... 163,538 3,000 Dole Food, Inc. ................. 112,875 4,500 Gartner Group Inc. + ............ 196,312 4,300 Hannaford Brothers .............. 112,338 2,700 Heritage Media Corporation +..... 74,925 3,600 Hormel Foods .................... 82,800 2,700 IHOP Corp. +..................... 58,050 2,200 Lin Television +................. 62,975 3,100 Manpower, Inc. .................. 84,087 4,100 Morrison Restaurants, Inc. ...... 64,063 2,600 Pittston Services Group ......... 71,500 3,800 Players International, Inc.+..... 40,850 800 Ralston Purina Company .......... 47,500 2,100 Smuckers (J.M.), Cl. A........... 41,212 1,200 Tandy Corporation ............... 59,250 1,300 Ashland Coal, Inc. .............. 30,875 5,100 Brooklyn Union Gas Company ...... 128,137 2,300 Diamond Shamrock Inc. ........... 59,225 5,900 Peco Energy Company.............. 172,575 4,300 Williams Companies Inc. ......... 166,088 1,200 Advanta Corporation ............. 46,500 2,400 Allied Group, Inc. .............. 78,000
Dreyfus Disciplined Midcap Stock Fund Statement of Investments (continued) October 31, 1995
Shares Common Stocks (continued) Value 1,300 American General Corporation .... $ 42,737 4,100 Bank of New York 1,800 BayBanks, Inc. .................. 145,800 2,300 Bear Stearns Company, Inc. ...... 45,713 2,500 Bergen Brunswig Corporation ..... 51,875 2,900 Commercial Federal .............. 95,337 2,000 Crestar Financial Corporation ... 114,000 4,400 Cullen Frost Bankers ............ 224,400 3,300 Equifax, Inc. ................... 128,700 3,300 First Bank System, Inc. ......... 164,175 1,400 First Chicago Corporation ....... 95,025 800 First Interstate Bancorp ........ 103,200 2,400 Old Republic Intl Corp........... 68,700 1,600 Price T Rowe .................... 79,600 2,300 RCSB Financial .................. 51,175 2,600 Standard Financial +............. 35,750 3,600 Vesta Insurance Group ........... 145,350 1,000 Bowater Inc. .................... 44,250 3,800 Chesapeake Corporation .......... 116,375 2,200 HFS Inc. +..................... 134,750 1,900 King World Productions, Inc.+.... 66,263 1,500 Royal Caribbean Cruises ......... 34,500 1,900 Sport Authority (The) +.......... 41,325 1,500 Becton, Dickinson & Company ..... 97,500 2,500 Cardinal Health, Inc. ........... 128,437 1,400 Elan Corp. PLC ADS + ............ 56,175 3,700 MediSense + ..................... 79,088 2,000 Medtronic, Inc. ................. 115,500 2,300 Mylan Labs, Inc. ................ 43,700 2,700 OrNda Healthcorp + .............. 47,587
2,600 Rite Aid Corp. .................. $ 70,200 1,028 Vencor Inc. + ................... 28,527 2,900 Watson Pharmeceutical + ......... 129,775 2,800 Applied Material, Inc.+.......... 140,350 2,300 Autodesk, Inc. .................. 78,200 2,000 Cabletron Systems Inc.+ ......... 157,250 6,600 Cadence Design Systems, Inc.+.... 212,850 3,600 Informix Corporation+ ........... 104,850 2,000 Komag, Inc.+ .................... 114,000 4,600 Loral Corporation ............... 136,275 1,700 Micron Technology, Inc. ......... 120,063 3,700 Millipore Corporation ........... 130,887 3,200 NetManage Inc.+ ................. 65,200 1,500 Novellus Systems, Inc.+ ......... 103,313 3,100 Seagate Technology+ ............. 138,725 1,600 Smith (A.O) Corp................. 33,200 2,400 StrataCom, Inc.+ ................ 147,600 2,300 Sun Microsystems, Inc.+.......... 179,400 3,300 Teradyne, Inc. +................. 110,137 4,800 Worldcom Inc. + ................. 156,600 1,000 Conrail, Inc. ................... 68,750 2,600 Illinois Central Corporation .... 99,450 1,800 Landstar System, Inc.+ .......... 47,250 8,200 Baltimore Gas & Electric 5,900 Boston Edison Company ........... 161,513 7,100 DQE, Inc. ....................... 195,250 3,300 MCN Corporation ................. 71,775 7,900 Portland General Corporation .... 214,288
Dreyfus Disciplined Midcap Stock Fund Statement of Investments (continued) October 31, 1995
$619,806 Goldman Sachs & Company due 7/31/97 (cost $619,806)..... $ 619,806
NET ASSETS ................................... 100.0% $13,545,875
Note to Statement of Investments; + Non-income producing security.
See notes to financial statements.
Dreyfus Disciplined Midcap Stock Fund Statement of Assets and Liabilities October 31, 1995
See notes to financial statements.
Dreyfus Disciplined Midcap Stock Fund Statement of Operations Year ended October 31, 1995
See notes to financial statements.
Dreyfus Disciplined Midcap Stock Fund Statement of Changes in Net Assets
See notes to financial statements.
Dreyfus Disciplined Midcap Stock Fund
Contained below is per share operating performance data for a share of Capital Stock outstanding, total investment return, ratios to average net assets and other supplemental data for each period indicated. This information has been derived from the Fund's financial statements.
See notes to financial statements.
Dreyfus Disciplined Midcap Stock Fund
The Dreyfus/Laurel Funds, Inc. (the "Company") is registered under the Investment Company Act of 1940 ("Act") as a diversified open-end management investment company and operates as a series company currently offering sixteen Series including the Dreyfus Disciplined Midcap Stock Fund (the "Fund"). The Dreyfus Corporation ("Manager") serves as the Fund's investment adviser. The Manager is a direct subsidiary of Mellon Bank, N.A. ("Mellon Bank").
Premier Mutual Fund Services, Inc. (the "Distributor") acts as the distributor of the Fund's shares. The Distributor, located at One Exchange Place, Boston, Massachusetts 02109, is a wholly-owned subsidiary of FDI Distribution Services, Inc., a provider of mutual fund administration services, which in turn is a wholly-owned subsidiary of FDI Holdings, Inc., the parent company of which is Boston Institutional Group, Inc.
The Fund is currently authorized to issue two classes of shares: Investor shares and Class R shares. Investor shares are sold primarily to retail investors and bear a distribution fee. Class R shares are sold primarily to bank trust departments and other financial service providers (including Mellon Bank and its affiliates) acting on behalf of customers having a qualified trust or investment account or relationship at such institution, and bear no distribution fee. Each class of shares has identical rights and privileges, except with respect to the distribution fee and voting rights on matters affecting a single class. The Company has the authority to issue 25 billion shares of capital stock with a par value of $.001.
Investment income, net of expenses (other than class specific expenses) and realized and unrealized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class.
(a) Portfolio Valuation: Investments in securities are valued at the last sales price on the securities exchange on which such securities are primarily traded or at the last sales price on the national securities market. Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices. Bid price is used when no asked price is available. Securities for which there are no such valuations are valued at fair value as determined in good faith under the direction of the Board of Directors.
(b) Securities Transactions and Investment Income: Securities transactions are recorded on a trade date basis. Realized gain and loss from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest income, including, where applicable, amortization of discount on investments, is recognized on the accrual basis.
(c) Repurchase Agreements: The Fund may engage in repurchase agreement transactions. Under the terms of a typical repurchase agreement, the Fund, through its custodian, and sub-custodian takes possession of an underlying debt obligation subject to an obligation of the seller to repurchase, and the Fund to resell, the obligation at an agreed-upon price and time, thereby determining the yield during the Fund's holding period. This arrangement results in a fixed rate of return that is not subject to market fluctuations during the Fund's holding period. The value of the collateral is at least equal, at all times, to the total amount of the repurchase obligations, including interest. In the event of a counterparty default, the Fund has the right to use the collateral to offset losses incurred. There is potential loss to the Fund in the
Dreyfus Disciplined Midcap Stock Fund NOTES TO FINANCIAL STATEMENTS (continued)
event the Fund is delayed or prevented from exercising its rights to dispose of the collateral securities, including the risk of a possible decline in the value of the underlying securities during the period while the Fund seeks to assert its rights. The Fund's manager, acting under the supervision of the Board of Directors, reviews the value of the collateral and the creditworthiness of those banks and dealers with which the Fund enters into repurchase agreements to evaluate potential risks.
(d) Financial Futures: The Fund may invest in trading financial futures contracts in order to gain exposure to or protect against changes in the market. The Fund is exposed to market risk as a result of changes in the value of the underlying financial instruments. Investments in financial futures require the Fund to "mark to market" on a daily basis, which reflects the change in the market value of the contract at the close of each day's trading. Accordingly, variation margin payments are made or received to reflect daily unrealized gains or losses. When the contracts are closed, the Fund recognizes a realized gain or loss. These investments require initial margin deposits with a custodian, which consist of cash or cash equivalents, up to approximately 10% of the contract amount. The amount of these deposits is determined by the exchange or Board of Trade on which the contract is traded and is subject to change. At October 31, 1995, there were no financial futures contracts outstanding.
(e) Distributions to Shareholders: Dividends are recorded on the ex-dividend date. Dividends from investment income-net are declared and paid on a quarterly basis. Dividends from net realized capital gain are normally declared and paid annually, but the Fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code. To the extent that net realized capital gain can be offset by capital loss carryovers, if any, it is the policy of the Fund not to distribute such gain.
On November 2, 1995, the Board of Directors declared dividends from net investment income for the Investor shares and ClassR shares in the amount of $0.0189 per share and $0.0263 per share, respectively, payable on November 3, 1995 to shareholders of record onNovember 2, 1995.
(f) Federal Income Taxes: It is the policy of the Fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Internal Revenue Code, and to make distributions of taxable income sufficient to relieve it from substantially all Federal income and excise taxes.
NOTE 2--Investment Management Fee and other Transactions with Affiliates:
(a) Investment Management Fee: Pursuant to an Investment Management agreement with the Manager, the Manager provides or arranges for one or more third parties and or affiliates to provide investment advisory, administrative, custody, fund accounting and transfer agency services to the Fund. The Manager also directs the investments of the Fund in accordance with its investment objective, policies and limitations. For these services, the Fund is contractually obligated to pay the Manager a fee, calculated daily and paid monthly, at the annual rate of 1.10% of the value of the Fund's average daily net assets. Out of its fee, the Manager pays all of the expenses of the Fund except brokerage fees, taxes, interest, Rule 12b-1 distribution fees and expenses, fees and expenses of non-interested Directors
Dreyfus Disciplined Midcap Stock Fund NOTES TO FINANCIAL STATEMENTS (continued)
extraordinary expenses. In addition, the Manager is required to reduce its fee in an amount equal to the Fund's allocable portion of fees and expenses of the non-interested Directors (including counsel).
(b) Distribution Plan: The Fund has adopted a distribution plan (the "Plan") pursuant to Rule 12b-1 under the 1940 Act relating to its Investor shares. Under the Plan, the Fund may pay annually up to .25% of the value of the average daily net assets attributable to its Investor shares to compensate the Distributor and Dreyfus Service Corporation, an affiliate of the Manager, for shareholder servicing activities and the Distributor for activities primarily intended to result in the sale of Investor shares. The Class R shares bear no distribution fee. For the year ended October 31, 1995, the distribution fee for the Investor shares was $1,422.
Under its terms, the Plan shall remain in effect from year to year, provided such continuance is approved annually by a vote of majority of those Directors who are not "interested persons" of the Investment Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreement related to the Plan.
(c) Directors' Fees: Each director who is not an "interested person" as defined in the Act receives $27,000 per year, $1,000 for each Board meeting attended and $750 for each Audit Committee attended and is reimbursed for travel and out-of-pocket expenses. These expenses are paid in total by the following funds: the Dreyfus/Laurel Funds, Inc., the Dreyfus/Laurel Tax-Free Municipal Funds, and the Dreyfus/Laurel Funds Trust. In addition the Chairman of the Board receives an annual fee of $75,000 per year. These fees and expenses are charged and allocated to each series based on net assets.
The aggregate amount of purchase and sales of investment securities, other than short-term securities, during the year ended October 31, 1995, amounted to $10,996,070 and $18,527,076, respectively.
At October 31, 1995, accumulated net unrealized appreciation on investments was $2,309,255, consisting of $2,628,442 gross unrealized appreciation and $319,187 gross unrealized depreciation.
At October 31, 1995, the cost of investments for Federal income tax purposes was substantially the same as the cost for financial reporting purposes (see the Statement of Investments).
Dreyfus Disciplined Midcap Stock Fund
The Board of Directors and Shareholders The Dreyfus/Laurel Funds, Inc.:
We have audited the accompanying statement of assets and liabilities of the Dreyfus Disciplined Midcap Stock Fund of The Dreyfus/Laurel Funds, Inc., including the statement of investments, as of October 31, 1995, and the related statement of operations for the year then ended, and the statement of changes in net assets and the financial highlights for each of the periods indicated herein. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights 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 October 31, 1995, by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as we 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 financial highlights referred to above present fairly, in all material respects the financial position of the Dreyfus Disciplined Midcap Stock Fund of The Dreyfus/Laurel Funds, Inc., as of October 31, 1995, and the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for each of the periods indicated herein, in conformity with generally accepted accounting principles.
Dreyfus Disciplined Midcap Stock Fund
First Data Investor Services Group, Inc.
Further information is contained in the Prospectus, which must precede or accompany this report. | N-30D | N-30D | 1996-01-12T00:00:00 | 1996-01-12T11:26:00 |
0000950124-96-000212 | 0000950124-96-000212_0005.txt | THIS AGREEMENT made and entered into as of this tenth day of January, 1994 by and between ABACO CASA DE BOLSA, S.A. de C.V., ABACO GROUP FINANCIERO, a Mexico corporation ("Purchaser"), and Frederick G. Uhlmann (the "Optionholder").
WHEREAS, the Optionholder, a director and/or executive officer of Rodman & Renshaw Capital Group, Inc. (the "Company"), was granted options to purchase shares of Common Stock, $.09 par value per share (the "Shares"), of the Company, pursuant to the terms of the Company's Incentive Stock Option Plan
WHEREAS, the Company has entered into an Acquisition Agreement, dated as of November 17, 1993 (the "Acquisition Agreement"), by and among the Company, Abaco Grupo Financiero, S.A. de C.V. and Purchaser pursuant to which, on the Tender Closing Date, as that term is defined in the Acquisition Agreement, Purchaser accepted for payment pursuant to a tender offer 2,363,003 Shares at $10.50 per Share in cash;
WHEREAS, pursuant to Section 5.10(C) of the Acquisition Agreement, directors and executive officers who exercised any or all of their vested employee stock options to purchase Shares between the first business day after the Tender Closing Date and the tenth business day after the Tender Closing Date may at any time between the eleventh business day and the twentieth business day after the Tender Closing Date elect to sell to Purchaser any or all of the Shares acquired upon such exercise ("Elected Shares") in accordance with the terms set forth in the Acquisition Agreement;
WHEREAS, the Optionholder desires to sell to Purchaser, and Purchaser desires to buy from Optionholder, the number of Elected Shares indicated below the Optionholder's signature on page 3 hereof subject to the terms stated herein.
NOW, THEREFORE, Purchaser and the Optionholder agree as follows:
1. Agreement to Sell and to Purchase. On the Closing Date (as defined in Section 2) and upon the terms set forth in this Agreement, the Optionholder shall sell, assign, transfer, convey and deliver the number of Elected Shares indicated below the Optionholder's signature on page 3 hereof to Purchaser, and Purchaser shall purchase and accept such Elected Shares from the Optionholder.
2. Closing. The closing of such sale and purchase (the "Closing") shall take place at 10:00 a.m., Chicago time, on
January 10, 1995, or at such other time and date as the parties hereto shall agree in writing (the "Closing Date") at the offices of the Company, 120 South LaSalle Street, Chicago, Illinois 60603, or at such other place as the parties hereto shall agree in writing. At the Closing, the Optionholder shall deliver to Purchaser stock certificates representing the Elected Shares to be sold to Purchaser pursuant to this Agreement, duly endorsed in blank for transfer or accompanied by appropriate stock power duly executed in blank. In consideration and exchange for such Elected Shares, Purchaser shall pay to the Optionholder, within two business days after delivery of such Elected Shares, the Purchase Price as provided in Section 3 hereof.
3. Purchase Price. The aggregate purchase price (the "Purchase Price") for the Elected Shares to be sold to Purchaser pursuant to this Agreement shall be the sum of: (A) the number of Elected Shares sold to Purchaser pursuant to this Agreement multiplied by $10.50 per Share, and (B) interest at the rate of 4% per annum on the aggregate amount set forth in clause (A) of this Section 3 from the period commencing on the date of this Agreement and ending on the date that the Purchase Price is paid in full to the Optionholder. The Purchase Price shall be paid to the Optionholder by delivery to the Optionholder, at his address specified below, of a certified or official bank check payable to the order of the Optionholder in funds immediately available in Chicago on the date of payment.
4. Ownership. The Optionholder represents and warrants to and covenants with Purchaser that on the date hereof and on the Closing Date, the Optionholder is and will be, subject to the rights hereunder of Purchaser, the record and beneficial owner of the Elected Shares, free and clear of any liens, claims, and encumbrances.
5. Investment Intent. The Elected Shares will be acquired by Purchaser hereunder solely for the account of Purchaser, for investment, and not with a view to the resale or distribution thereof.
6. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, Purchaser and the Optionholder and their respective heirs, successors and assigns.
7. Expenses. Except as otherwise expressly provided in this Agreement, all legal and other fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costs or expenses.
8. Entire Agreement. This Agreement represents the entire agreement and understanding of the parties with reference to the transactions set forth herein and no representations or warranties have been made in connection with this Agreement. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements between the parties relating to the subject matter of this Agreement and all prior drafts of this Agreement, all of which are merged into this Agreement.
9. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.
10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois.
IN WITNESS WHEREOF, Purchaser and the Optionholder have executed this Agreement the day and year first above written.
ABACO CASA de BOLSA, S.A. de
Number of Elected Shares to be sold: 27000
Optionholder's Address: 783 White Oaks | SC 13D | EX-5 | 1996-01-12T00:00:00 | 1996-01-12T13:22:08 |
0000011860-96-000003 | 0000011860-96-000003_0000.txt | REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
(Exact name of registrant as specified in its charter)
(State of incorporation) (I.R.S. Employer Identification No.)
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which to be so registered each class is to be registered
Preference Stock New York Stock Exchange, Inc. Purchase Rights Chicago Stock Exchange, Inc.
If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instructions A.(c)(1), please check the following.
If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following.
Securities to be registered pursuant to Section 12(g) of the Act:
Item 1. Description of Securities to be Registered
On September 28, 1988, the Board of Directors of Bethlehem Steel Corporation ("Bethlehem") declared a dividend distribution of one Right for each outstanding share of Bethlehem Common Stock to stockholders of record at the close of business on October 18, 1988. Each Right entitles the registered holder to purchase from Bethlehem a unit consisting of one one-hundredth of a share (a "Unit") of Series A Junior Participating Preference Stock, par value $1.00 per share (the "Preference Stock"), at a Purchase Price of $80.00 per Unit, subject to adjustment. The description and terms are set forth in a Rights Agreement (the "Rights Agreement") between Bethlehem and Morgan Shareholder Services Trust Company, as Rights Agent, as amended by Amendment No. 1 to the Rights Agreement (the "Amendment"), dated as of November 1, 1995, between Bethlehem and First Chicago Trust Company of New York (formerly Morgan Shareholder Services Trust Company).
Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. The Rights will separate from the Common Stock and a Distribution Date will occur upon the earlier of (i) 10 days following a public announcement that a person or group of affiliated or associated persons has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of Common Stock and otherwise becomes an Acquiring Person (the "Stock Acquisition Date") or (ii) 10 business days (or such later date as may be determined by the Board) following the commencement of a tender offer or exchange offer (or such later date as may be determined by the Board of Directors) that would result in a person or group beneficially owning 20% or more of such outstanding shares of Common Stock.
The term "Acquiring Person" shall mean any Person who or which, together with all affiliates and Associates of such Person, shall be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or of any Subsidiary of the Company, (iv) any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan or (v) any such Person who has reported or is required to report such ownership (but less than 20%) on Schedule 13G under the Exchange Act (or any comparable or successor report) or on Schedule 13D under the Exchange Act (or any comparable or successor report) which Schedule 13D does not state any intention to or reserve the right to control or influence the management or policies of the Company or engage in any of the action specified in Item 4 of such Schedule (other than the acquisition or disposition of the Common Stock in the ordinary course), but only to the extent such Person continues to comply with the provisions of this clause (v).
Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after October 18, 1988 will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, Bethlehem reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preference Stock will be issued.
The Rights are not exercisable until the Distribution Date and will expire at the close of business on October 18, 1998, unless earlier redeemed by Bethlehem as described below.
As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except in certain circumstances specified in the Rights Agreement or as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights.
In the event that (i) a Person becomes an Acquiring Person (except pursuant to an offer for all outstanding shares of Common Stock which at least a majority of the members of the Board of Directors who are not officers of Bethlehem and who are not representatives, nominees, Affiliates or Associates of an Acquiring Person determines to be fair to and otherwise in the best interests of Bethlehem and its stockholders), (ii)Bethlehem is the surviving corporation in a merger with an Acquiring Person and its Common Stock is not changed or exchanged), (iii) an Acquiring Person engages in one or more "self-dealing" transactions as set forth in the Rights Agreement, or (iv) during such time as there is an Acquiring Person, an event occurs which results in such Acquiring Person's ownership interest being increased by more than 1% (e.g., a reverse stock split), each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property, or other securities of Bethlehem) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by an Acquiring Person or an Associate or Affiliate of any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of either of the events set forth above until such time as the Rights are no longer redeemable by Bethlehem as set forth below.
For example, at an exercise price of $80 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $160 worth of Common Stock (or other consideration, as noted above) for $80. Assuming that the Common Stock had a per share value of $20 at such time, the holder of each valid Right would be entitled to purchase eight (8) shares of Common Stock for $80.
In the event that, at any time following the Stock Acquisition Date, (i) Bethlehem is acquired in a merger or other business combination transaction in which Bethlehem is not the surviving corporation (other than a merger described in the second preceding paragraph or a merger which follows an offer described in the second preceding paragraph), or (ii) 50% or more of Bethlehem's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events."
The Purchase Price payable, and the number of Units of Preference Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preference Stock, (ii) if holders of the Preference Stock are granted certain rights or warrants to subscribe for Preference Stock or convertible securities at less than the current market price of the Preference Stock, or (iii) upon the distribution to holders of the Preference Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. No fractional Units will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preference Stock on the last trading date prior to the date of exercise.
At any time until ten days following the Stock Acquisition Date, Bethlehem may redeem the Rights in whole, but not in part, at a price of $.01 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Continuing Directors. Immediately upon the action of the Board of Directors ordering redemption of the Rights, with, where required, the concurrence of the Continuing Directors, the Rights will terminate and the only right of the holders of Rights will be to receive the $.01 redemption price.
The term "Continuing Directors" means any member of the Board of Directors of Bethlehem who was a member of the Board prior to the date of the Rights Agreement, and any person who is subsequently elected to the Board if such person is recommended or approved by a majority of the Continuing Directors, but shall not include an Acquiring Person or an affiliate or associate of an Acquiring Person, or any representative of the foregoing entities.
Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of Bethlehem, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to Bethlehem, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of Bethlehem or for common stock of the acquiring company as set forth above.
Other than those provisions relating to the principal economic terms of the Rights, any of the provisions of the Rights Agreement may be amended by the Board of Directors of Bethlehem prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board (in certain circumstances, with the concurrence of the Continuing Directors) in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights, or to shorten or lengthen any time period under the Rights Agreement; provided, however, that no amendment to adjust the time period governing redemption shall be made at such time as the Rights are not redeemable.
As of September 30, 1988, there were 74,511,460 shares of Common Stock of Bethlehem outstanding and 1,996,856 shares of Common Stock of Bethlehem in the treasury. Each share of Common Stock of Bethlehem outstanding at the close of business on October 18, 1988 received one Right. So long as the Rights are attached to the Common Stock, one additional Right (as such number may be adjusted pursuant to the provisions of the Rights Agreement) shall be deemed to be delivered for each share of Common Stock issued or transferred by Bethlehem after such date. In addition, following the Distribution Date and prior to the expiration or redemption of the Rights, Bethlehem may issue Rights when it issues Common Stock only if the Board of Directors deems it to be necessary or appropriate, or in connection with the issuance of shares of Common Stock pursuant to the exercise of stock options or under employee plans or upon the exercise, conversion or exchange of certain securities of Bethlehem. One million five hundred thousand (1,500,000) shares of Preference Stock have been initially reserved for issuance upon exercise of the Rights.
The rights have certain anti-takeover effects. The Rights will cause substantial dilution to a person or group that attempts to acquire Bethlehem in a manner which causes the Rights to become discount Rights unless the offer is conditional on a substantial number of Rights being acquired. The Rights, however, should not affect any prospective offeror willing to make an offer at a fair price and otherwise in the best interests of Bethlehem and its stockholders as determined by a majority of the Directors who are not affiliated with the person making the Offer, or willing to negotiate with the Board of Directors. The Rights should not interfere with any merger or other business combination approved by the Board of Directors since the board of Directors may, at its option, at any time until ten days following the Stock Acquisition Date redeem all but not less than all the then outstanding Rights at the Redemption Price.
The Rights Agreement between Bethlehem and the Rights Agent specifying the terms of the Rights, which includes as Exhibit B the Form of Rights Certificate, and Amendment No. 1 to the Rights Agreement, are attached hereto as Exhibits 1 and 2 and are incorporated herein by reference. The foregoing description of the Rights does not purport to be complete and is qualified in its entirety by reference to such Exhibits.
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
By /s/ G. L. Millenbruch
1 Form of Rights Agreement, dated as of September 28, 1988 between Bethlehem Steel Corporation and Morgan Shareholder Services Trust Company which includes as Exhibit B thereto the Form of Rights to the Company's Registration Statement on Form 8-A dated October 4, 1988).
2 Amendment, dated as of November 1, 1995 9 to the Rights Agreement between Bethlehem Steel Corporation and First Chicago Trust Company of New York (formerly Morgan Shareholder Services Trust Company).
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
Amendment No. 1, dated as of November 1, 1995 (the "Amendment"), between Bethlehem Steel Corporation, a Delaware corporation (the "Company"), and First Chicago Trust Company of New York, a New York corporation (the "Rights Agent").
WHEREAS, the Company and the Rights Agent (whose name at the time was Morgan Shareholder Services Trust Company) entered into a Rights Agreement, dated as of September 28, 1988 (the "Rights Agreement"), and the Company and the Rights Agent desire to amend the Rights Agreement in accordance with Section 26 of the Rights Agreement;
NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereby agree as follows:
Section 1. Amendment to Definition of "Acquiring Person". Section 1(a) of the Rights Agreement is amended to read in its entirety as follows:
(a) "Acquiring Person" shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or of any Subsidiary of the Company, (iv) any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan or (v) any such Person who has reported or is required to report such ownership (but less than 20%) on Schedule 13G under the Exchange Act (or any comparable or successor report) or on Schedule 13D under the Exchange Act (or any comparable or successor report) which Schedule 13D does not state any intention to or reserve the right to control or influence the management or policies of the Company or engage in any of the actions specified in Item 4 of such Schedule (other than the acquisition or disposition of the Common Stock in the ordinary course), but only to the extent such Person continues to comply with the provisions of this clause (v).
Section 2. Amendment of Section 11(a)(ii) Event. Section 11(a)(ii)(B) of the Rights Agreement is amended to (x) delete the phrase "the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding" and substitute in its place the phrase "an Acquiring Person" and (y) delete the phrase "the 20% threshold to be crossed" and substitute in its place the phrase "such Person to become an Acquiring Person."
Section 3. Rights Agreement as Amended. The term "Agreement" as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended hereby. The foregoing amendments shall be effective as of the date hereof and, except as set forth herein, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.
Section 4. Execution in Counterparts. This Amendment may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed an original, but all such counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
By /s/ G. L. Millenbruch Chief Financial Officer & Treasurer
By /s/ Charles D. Keryc | 8-A12B/A | 8-A12B/A | 1996-01-12T00:00:00 | 1996-01-12T14:33:18 |
0000950109-96-000202 | 0000950109-96-000202_0000.txt | SUPPLEMENT DATED JANUARY 11, 1996 TO PROSPECTUSES DATED APRIL 30, 1995
THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL INFORMATION BEYOND THAT CONTAINED IN THE PROSPECTUSES AND SHOULD BE RETAINED AND READ IN CONJUNCTION WITH SUCH PROSPECTUSES.
Effective January 11, 1996 all references in the prospectuses dated April 30, 1995 of Monitor Funds (the "Trust") to "Federated Administrative Services" as administrator and Federated Securities Corp. as distributor of the Trust are hereby replaced with SEI Financial Management Corporation. and SEI Financial Services Company, respectively, and all references to "Federated Services Company" as transfer agent and dividend disbursing agent of the Trust are hereby replaced with SEI Financial Management Corporation.
The information provided in the "Administration of Funds" section of the Trust's prospectuses dated April 30, 1995 is hereby replaced in its entirety with the following: "As Administrator of the Trust, SEI Financial Management Corporation is entitled to receive an annual administrative fee at a maximum rate of .11% of each Portfolio's average daily net assets for services performed under the Administration Agreement dated January 11, 1996 between SEI Financial Management Corporation and the Trust. SEI Financial Management Corporation and SEI Financial Services Company are located at 680 E. Swedesford Road, Wayne, PA 19087".
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
SUPPLEMENT DATED JANUARY 11, 1996 TO STATEMENT OF ADDITIONAL INFORMATION DATED
Effective January 11, 1996 all references in the Statement of Additional Information dated April 30, 1995 of Monitor Funds (the "Trust") to "Federated Administrative Services" ("Federated") as administrator and "Federated Securities Corp." as distributor of the Trust are hereby replaced with SEI Financial Management Corporation. and SEI Financial SErvices Company, respectively, all references to "Federated Services Company" as transfer agent and dividend disbursing agent for the Trust are hereby replaced with SEI Financial Management Corporation.
The following information is hereby added to the "Administrator" section of the Trust's Statement of Additional Information dated April 30, 1995: "SEI Financial Management Corporation ("SFM") serves as administrator to the Trust pursuant to an Administration Agreement dated January 11, 1996. SFM is entitled to receive an annual administrative fee at a maximum rate of .11% of each Portfolio's average daily net assets for services performed under the Administration Agreement. SFM is located at 680 E. Swedesford Road, Wayne, PA 19087".
The information with respect to Messrs. Gonzales, Petnuch and Huber in the "Trustees and Officers" section of the Trust's Statement of Additional Information dated April 30, 1995 is hereby replaced with the following information:
David G. Lee--680 E. Swedesford Road, Wayne, PA 19087, President and Chief Executive Officer. Senior Vice President of the Administrator and Distributor since 1993. Vice President of the Administrator and Distributor (1991-1993). President, GW Sierra Trust Funds before 1991.
Stephen G. Meyer--680 E. Swedesford Road, Wayne, PA 19087, Controller, Treasurer and Chief Financial Officer. Vice President and Controller--Fund Resources, a division of SEI Corporation since March 1995. Director--Internal Audit and Risk Management--SEI Corporation (1992-1995). Senior Associate with Coopers & Lybrand LLP (1990-1992).
Kathryn L. Stanton--680 E. Swedesford Road, Wayne, PA 19087, Vice President and Secretary. Vice President and Assistant Secretary of SEI Corporation, since 1994. Associate with Morgan, Lewis & Bockius (1989-1994).
Sandra K. Orlow--680 E. Swedesford Road, Wayne, PA 19087, Vice President and Assistant Secretary. Vice President and Assistant Secretary of SEI Corporation, since 1983.
Robert B. Carroll--680 E. Swedesford Road, Wayne, PA 19087, Vice President and Assistant Secretary. Vice President and Assistant Secretary of SEI Corporation since 1994. Attorney with the Securities and Exchange Commission, Division of Investment Management (1990-1994).
Kevin P. Robins--680 E. Swedesford Road, Wayne, PA 19087, Vice President and Assistant Secretary. Senior Vice President, General Counsel and Secretary of SEI Corporation since 1994. Vice President and Assistant Secretary of SEI Corporation (1992-1994). Associate with Morgan, Lewis & Bockius (1988-1992).
Todd Cipperman--680 E. Swedesford Road, Wayne, PA 19087, Vice President and Assistant Secretary. Vice President and Assistant Secretary of SEI Corporation since 1995. Associate with Dewey Ballantine (1994-1995), Associate with Winston & Strawn (1991-1994).
Joseph M. Lydon--680 E. Swedesford Road, Wayne, PA 19087, Vice President and Assistant Secretary. Director of Business Administration--Fund Resources, a division of SEI Corporation since 1995. Vice President of Fund Group, Vice President of the Advisor--Dreman Value Management, LP and President of Dreman Financial Services, Inc. (1989-1995).
THIS SUPPLEMENT SHOULD BE RETAINED AND READ IN CONJUNCTION WITH THE TRUST'S STATEMENT OF ADDITIONAL INFORMATION DATED APRIL 30, 1995. | 497 | 497 | 1996-01-12T00:00:00 | 1996-01-12T10:52:54 |
0000922423-96-000020 | 0000922423-96-000020_0000.txt | Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
The Earth Technology Corporation (USA)
Common Stock, par value $.10 per share (Title of class of securities)
(CUSIP number of class of securities)
Mark H. Swartz, Vice President- Tyco International Ltd. (Name, address and telephone number of person authorized to receive notices and communications on behalf of Bidders)
New York, New York 10022
Page 1 of 6 pages Exhibit Index is located on page 5
T1 Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly-owned subsidiary of Tyco International Ltd., a Massachusetts corporation ("Tyco"), and Tyco hereby amend their Tender Offer Statement on Schedule 14D-1 dated December 13, 1995 (the "Schedule 14D-1"), relating to the Purchaser's offer to purchase all the outstanding shares of Common Stock, par value $.10 per share (the "Shares"), of The Earth Technology Corporation (USA), a Delaware corporation (the "Company"). Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Schedule 14D- 1.
Item 10(f) is hereby amended to add the following:
"(f) On January 12, 1996, Tyco announced that the Offer of the Purchaser to purchase all outstanding Shares of the Company had been extended to 12:00 midnight, New York City time, on Friday, January 12, 1996."
Item 11. Material To Be Filed as Exhibits.
(a)(9) Press release, issued January 12, 1996.
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
By: /s/ M. Brian Moroze Title: Vice President and Secretary
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
By: /s/ Barbara S. Miller
(a)(9) Press release issued on January 12, 1996. 6 | SC 14D1/A | SC 14D1/A | 1996-01-12T00:00:00 | 1996-01-12T16:05:20 |
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in Data Studio
🫘🧮 BeanCounter
Datset Summary
BeanCounter is a low-toxicity, large-scale, and open dataset of business-oriented text. See Wang and Levy (2024) for details of the data collection, analysis, and some explorations of using the data for continued pre-training.
The data is sourced from the Electronic Data Gathering and Retrieval (EDGAR) system operated by the United States Securities and Exchange Commission (SEC). Specifically all filings submitted to EDGAR from 1996 through 2023 (validation splits are based on a random sample of data from January and February of 2024). We include four configurations of the dataset: clean, default, fraud, and sample. These consist of:
clean: 159B tokens of cleaned textdefault: 111B tokens of cleaned and deduplicated text (referred to as "final" in the paper)fraud: 0.3B tokens of text filed during periods of fraud according to SEC Accounting and Auditing Enforcement Releases and Litigation Releases (Note that this content is not deduplicated)sample: 1.1B tokens randomly sampled fromdefaultstratified by year
How can I use this?
License
The dataset is provided under the ODC-By license. Cite our work as:
@inproceedings{
wang2024beancounter,
title={BeanCounter: A low-toxicity, large-scale, and open dataset of business-oriented text},
author={Siyan Wang and Bradford Levy},
booktitle={The Thirty-eight Conference on Neural Information Processing Systems Datasets and Benchmarks Track},
year={2024},
url={https://openreview.net/forum?id=HV5JhUZGpP}
}
In 🤗 Datasets
To load the random sample config in Datasets, one can run:
from datasets import load_dataset
beancounter = load_dataset(
"blevy41/BeanCounter",
name="sample", # Load random sample, clean, or default (referred to as final in paper)
)
# Print out split info
print(beancounter, "\n")
# Inspect an observation
print(f"COLUMNS IN DATA: {','.join(beancounter['train'][1000].keys())}\n")
print(f"EXCERPT: \n\n{beancounter['train'][1000]['text'][:1000]}")
What fields are in the data?
The data contain seven fields:
accession- A unique identifier assigned to accepted EDGAR filingsfilename- Each filing consists of one or more attachments. This is the filename of the specific attachment within the filingtext- Extracted texttype_filing- The type of the filing. A full index of SEC filing types can be found heretype_attachment- The type of the attachment. For example, an 8-K filing will have a main "8-K" attachment but could also have exhibits of other types such as "EX-99"date- The filing date assigned by the EDGAR systemts_accept- The timestamp when the filing was accepted by the EDGAR system
Note that if a filing is accepted by EDGAR after the filing deadline then EDGAR will not disseminate the form until the next business day and the date assigned by the EDGAR system will be the next business day, i.e., after ts_accept.
Full details of processing can be found in Wang and Levy (2024).
Datasheet
Questions from the Datasheets for Datasets paper, v7.
Jump to section:
- Motivation
- Composition
- Collection process
- Preprocessing/cleaning/labeling
- Uses
- Distribution
- Maintenance
Motivation
The questions in this section are primarily intended to encourage dataset creators to clearly articulate their reasons for creating the dataset and to promote transparency about funding interests.
For what purpose was the dataset created?
Was there a specific task in mind? Was there a specific gap that needed to be filled? Please provide a description.
BeanCounter is one of the largest business-oriented text dataset and is created to facilitate research in business domain NLP and toxicity in NLP datasets.
Who created the dataset (e.g., which team, research group) and on behalf of which entity (e.g., company, institution, organization)?
The BeanCounter dataset is created by Bradford Levy and Siyan Wang at University of Chicago Booth School of Business.
Who funded the creation of the dataset?
If there is an associated grant, please provide the name of the grantor and the grant name and number.
There are no specific grants that supported the creation of the dataset; we acknowledge general financial support from University of Chicago Booth School of Business.
Any other comments?
No.
Composition
Most of these questions are intended to provide dataset consumers with the information they need to make informed decisions about using the dataset for specific tasks. The answers to some of these questions reveal information about compliance with the EU’s General Data Protection Regulation (GDPR) or comparable regulations in other jurisdictions.
What do the instances that comprise the dataset represent (e.g., documents, photos, people, countries)?
Are there multiple types of instances (e.g., movies, users, and ratings; people and interactions between them; nodes and edges)? Please provide a description.
The instances are publicly available financial disclosure textual documents filed on Securities and Exchange Comission's Electronic Data Gathering and Retrieval system (SEC EDGAR) by entities subject to the Securities Acts of 1933 and 1934, the Trust Indenture Act of 1939, and the Investment Company Act of 1940.
How many instances are there in total (of each type, if appropriate)?
We collected 16,486,145 documents (instances) from more than 16,000 entities.
Does the dataset contain all possible instances or is it a sample (not necessarily random) of instances from a larger set?
If the dataset is a sample, then what is the larger set? Is the sample representative of the larger set (e.g., geographic coverage)? If so, please describe how this representativeness was validated/verified. If it is not representative of the larger set, please describe why not (e.g., to cover a more diverse range of instances, because instances were withheld or unavailable).
We filter out documents containing very little text or high proportion of white space; see Appendix A in Wang and Levy (2024) for more details. We provide 3 configurations of the dataset: BeanCounter.clean, BeanCounter.final and BeanCounter.sample. BeanCounter.clean is the final set of documents that has been filtered out with the cleaning technique described in Appendix A.3. BeanCounter.final is the set of documents that have been deduplicated on document basis (see Appendix A.4) and BeanCounter.sample is a 1% random sample of the dataset stratified by year.
What data does each instance consist of?
“Raw” data (e.g., unprocessed text or images) or features? In either case, please provide a description.
Each instance consists of:
- accession number: unique number assigned to each filing according to the entity's CIK, filing year and number of business days.
- file name: name of the document submission including the extension (e.g. .html or .txt).
- text: textual content of the document.
- filing type: indicated type of submission to fulfill a specific SEC regulation; more specific than form type; e.g. DEF 14A (filing type) vs. DEF (form type).
- attachment type: purpose of the document in the particular filing. The two main types are the main filing or exhibits (supplementary materials to the main filing).
- date: date of filing submission.
- form type: indicated type of submission to fulfill a particular SEC regulation (similar to filing type but less specific).
- the accepted timestamp: second-precise timestamp of when the document is accepted into SEC EDGAR.
Is there a label or target associated with each instance?
If so, please provide a description.
No.
Is any information missing from individual instances?
If so, please provide a description, explaining why this information is missing (e.g., because it was unavailable). This does not include intentionally removed information, but might include, e.g., redacted text.
No information should be missing from instances.
Are relationships between individual instances made explicit (e.g., users’ movie ratings, social network links)?
If so, please describe how these relationships are made explicit.
Instances are attachments to a particular filing, and each filing can contain one or more attachments. If the filing has more than one attachment (or instance), each attachment in the filing shares the same accession (i.e. the instances are linked by accession).
Are there recommended data splits (e.g., training, development/validation, testing)?
If so, please provide a description of these splits, explaining the rationale behind them.
The training set contains all data extracted from SEC's EDGAR betwen 1996-2023. The validation set contains 100MB (uncompressed) of documents sampled from the start of 2024 through end of February, 2024. The training and validation sets are partitioned by time to ensure that data in the validation set is largely new and unobserved in the training set, since most entities are required to file updated reports at least annually.
Are there any errors, sources of noise, or redundancies in the dataset?
If so, please provide a description.
Since the entities are responsible for producing the documents, there is a possibility of misreporting numbers or information in their filings. If these errors are found by the SEC, they can ask for corrections from these entities; otherwise, the errors can go undetected. For discussion on reducing redundancies in the dataset, please see Appendix A.3 and A.4 in the manuscript for details.
Is the dataset self-contained, or does it link to or otherwise rely on external resources (e.g., websites, tweets, other datasets)?
If it links to or relies on external resources, a) are there guarantees that they will exist, and remain constant, over time; b) are there official archival versions of the complete dataset (i.e., including the external resources as they existed at the time the dataset was created); c) are there any restrictions (e.g., licenses, fees) associated with any of the external resources that might apply to a future user? Please provide descriptions of all external resources and any restrictions associated with them, as well as links or other access points, as appropriate.
The dataset is self contained.
Does the dataset contain data that might be considered confidential (e.g., data that is protected by legal privilege or by doctor-patient confidentiality, data that includes the content of individuals’ non-public communications)?
If so, please provide a description.
No, the data does not contain any confidential information. All financial disclosures filed on SEC EDGAR is publicly available. Discussion regarding the license of SEC EDGAR data can be found in beginning of Section 3 in Wang and Levy (2024).
Does the dataset contain data that, if viewed directly, might be offensive, insulting, threatening, or might otherwise cause anxiety?
If so, please describe why.
We have conducted extensive toxicity analysis of the dataset and determined that it is lower in toxicity compared to other web-based datasets; details can be found in Section 3.4 of the manuscript. Discussions regarding the difference between BeanCounter and other web-based datasets can also be found in the conclusion.
Based manual inspection of toxic content in the dataset, we have found rare instances of toxic sentences in filings that include earnings call transcript or discussions of discriminatory communication (with examples) in the context of Human Resources training manuals.
Does the dataset relate to people?
If not, you may skip the remaining questions in this section.
A small portion of our dataset may related to people in so much as they are mentioned by the entities in our dataset. For example, Tim Cook may be mentioned in our data if Apple, or their competitors, discusses him.
Does the dataset identify any subpopulations (e.g., by age, gender)?
If so, please describe how these subpopulations are identified and provide a description of their respective distributions within the dataset.
BeanCounter includes references of various subpopulations; we explicitly study the toxicity of text surrounding these mentions and details can be found in Section 3.3 and 3.4 of Wang and Levy (2024).
Is it possible to identify individuals (i.e., one or more natural persons), either directly or indirectly (i.e., in combination with other data) from the dataset?
If so, please describe how.
The dataset can contain personally identifiable information; however, the entities have consented to making this information available. See beginning of Section 3 in manuscript for more detailed discussion.
Does the dataset contain data that might be considered sensitive in any way (e.g., data that reveals racial or ethnic origins, sexual orientations, religious beliefs, political opinions or union memberships, or locations; financial or health data; biometric or genetic data; forms of government identification, such as social security numbers; criminal history)?
If so, please provide a description.
No.
Any other comments?
No.
Collection process
[T]he answers to questions here may provide information that allow others to reconstruct the dataset without access to it.
How was the data associated with each instance acquired?
Was the data directly observable (e.g., raw text, movie ratings), reported by subjects (e.g., survey responses), or indirectly inferred/derived from other data (e.g., part-of-speech tags, model-based guesses for age or language)? If data was reported by subjects or indirectly inferred/derived from other data, was the data validated/verified? If so, please describe how.
The dataset associated with each instance is derived from the SEC's daily archives of filings accepted by the EDGAR system. The EDGAR system accepts a variety of file formats. We process all text and HTML-based files to extracted formatted long-form text from each filing. Full details of the dataset construction process can be found in Appendix A of Wang and Levy (2024).
What mechanisms or procedures were used to collect the data (e.g., hardware apparatus or sensor, manual human curation, software program, software API)?
How were these mechanisms or procedures validated?
The SEC publishes daily archives of all filings accepted by the EDGAR system. We downloaded these in an automated manner, retrying any failed downloads until they succeeded.
If the dataset is a sample from a larger set, what was the sampling strategy (e.g., deterministic, probabilistic with specific sampling probabilities)?
We process all text and HTML-based filings. The "sample" configuration of the BeanCounter dataset consists of a random sample of 1% of the full BeanCounter dataset. We sample this data stratified by year to ensure an even volume of tokens for each year.
Who was involved in the data collection process (e.g., students, crowdworkers, contractors) and how were they compensated (e.g., how much were crowdworkers paid)?
The authors completed all data collection activities themselves.
Over what timeframe was the data collected?
Does this timeframe match the creation timeframe of the data associated with the instances (e.g. recent crawl of old news articles)? If not, please describe the timeframe in which the data associated with the instances was created.
The data was collected in February 2024 however the SEC EDGAR system is similar to an append only database where each filing is associated with a timestamp denoting the date and time it was accepted by EDGAR. In that sense, any data collected retroactively, e.g., a filing from 2014, is representative of its content at the time EDGAR accepted it.
Were any ethical review processes conducted (e.g., by an institutional review board)?
If so, please provide a description of these review processes, including the outcomes, as well as a link or other access point to any supporting documentation.
No.
Does the dataset relate to people?
If not, you may skip the remainder of the questions in this section.
A small portion of our dataset may related to people in so much as they are mentioned by the entities in our dataset. For example, Tim Cook may be mentioned in our data if Apple, or their competitors, discusses him.
Did you collect the data from the individuals in question directly, or obtain it via third parties or other sources (e.g., websites)?
All data is collected from SEC EDGAR.
Were the individuals in question notified about the data collection?
If so, please describe (or show with screenshots or other information) how notice was provided, and provide a link or other access point to, or otherwise reproduce, the exact language of the notification itself.
They were not.
Did the individuals in question consent to the collection and use of their data?
If so, please describe (or show with screenshots or other information) how consent was requested and provided, and provide a link or other access point to, or otherwise reproduce, the exact language to which the individuals consented.
Yes, all EDGAR filers consent to the SEC's terms of use, which stipulate that "Information presented on www.sec.gov is considered public information and may be copied or further distributed by users of the web site without the SEC’s permission." More details on the SEC's policy can be found here.
If consent was obtained, were the consenting individuals provided with a mechanism to revoke their consent in the future or for certain uses?
If so, please provide a description, as well as a link or other access point to the mechanism (if appropriate).
Not applicable.
Has an analysis of the potential impact of the dataset and its use on data subjects (e.g., a data protection impact analysis) been conducted?
If so, please provide a description of this analysis, including the outcomes, as well as a link or other access point to any supporting documentation.
See Wang and Levy (2024) for a discussion of the implications and impact of the dataset.
Any other comments?
Preprocessing/cleaning/labeling
The questions in this section are intended to provide dataset consumers with the information they need to determine whether the “raw” data has been processed in ways that are compatible with their chosen tasks. For example, text that has been converted into a “bag-of-words” is not suitable for tasks involving word order.
Was any preprocessing/cleaning/labeling of the data done (e.g., discretization or bucketing, tokenization, part-of-speech tagging, SIFT feature extraction, removal of instances, processing of missing values)?
If so, please provide a description. If not, you may skip the remainder of the questions in this section.
Yes, filings which are both raw text and HTML-based had some preprocessing and cleaning applied. The goal of these steps is to extract long-form text from the original filings while preserving meaningful formatting such as paragraphs breaks, indentation, and lists. See Wang and Levy (2024) for further details of the exact preprocessing and cleaning.
Was the “raw” data saved in addition to the preprocessed/cleaned/labeled data (e.g., to support unanticipated future uses)?
If so, please provide a link or other access point to the “raw” data.
Yes, the raw data is directly available from the SEC and they have pledged to continue to make it available.
Is the software used to preprocess/clean/label the instances available?
If so, please provide a link or other access point.
Yes, please see supplementary materials document for accessing it.
Any other comments?
Uses
These questions are intended to encourage dataset creators to reflect on the tasks for which the dataset should and should not be used. By explicitly highlighting these tasks, dataset creators can help dataset consumers to make informed decisions, thereby avoiding potential risks or harms.
Has the dataset been used for any tasks already?
If so, please provide a description.
We explored the utility of BeanCounter by continually pretraining existing models on the dataset and evaluating it on financial and toxicity related tasks; see Section 4 of Wang and Levy (2024) for detailed discussion.
Is there a repository that links to any or all papers or systems that use the dataset?
If so, please provide a link or other access point.
No, BeanCounter has not been used in other papers and systems.
What (other) tasks could the dataset be used for?
The dataset could be used for tasks that evaluate social biases (e.g. CrowS-Pairs),truthfulness (e.g. TruthfulQA), timeliness (e.g. TempLAMA) and other financial domain knowledge evaluations (e.g. ConvFinQA).
Is there anything about the composition of the dataset or the way it was collected and preprocessed/cleaned/labeled that might impact future uses?
For example, is there anything that a future user might need to know to avoid uses that could result in unfair treatment of individuals or groups (e.g., stereotyping, quality of service issues) or other undesirable harms (e.g., financial harms, legal risks) If so, please provide a description. Is there anything a future user could do to mitigate these undesirable harms?
While we process all of the filings uploaded to EDGAR, our text extraction process only supports text and HTML-based documents. As a result, the content of other document types, e.g., Excel, will not appear in our dataset.
Are there tasks for which the dataset should not be used?
If so, please provide a description.
Due to the nature of content in the dataset, models trained on BeanCounter may lack imagination and perform poorly on benchmarks that evaluate the model's creativity; see Conclusion in Wang and Levy (2024) for additional discussions on the idiosyncracy of the data.
Any other comments?
No.
Distribution
Will the dataset be distributed to third parties outside of the entity (e.g., company, institution, organization) on behalf of which the dataset was created?
If so, please provide a description.
Yes.
How will the dataset will be distributed (e.g., tarball on website, API, GitHub)?
Does the dataset have a digital object identifier (DOI)?
The dataset will be available via HuggingFace Hub as a collection of gzipped json files.
When will the dataset be distributed?
It will be made publicly available close to the NeurIPS conference date.
Will the dataset be distributed under a copyright or other intellectual property (IP) license, and/or under applicable terms of use (ToU)?
If so, please describe this license and/or ToU, and provide a link or other access point to, or otherwise reproduce, any relevant licensing terms or ToU, as well as any fees associated with these restrictions.
Yes, the dataset will be distributed under Open Data Commons Attributions license. This permissive license allows users to share and adapt the dataset as long as they give credit to the authors.
Have any third parties imposed IP-based or other restrictions on the data associated with the instances?
If so, please describe these restrictions, and provide a link or other access point to, or otherwise reproduce, any relevant licensing terms, as well as any fees associated with these restrictions.
No.
Do any export controls or other regulatory restrictions apply to the dataset or to individual instances?
If so, please describe these restrictions, and provide a link or other access point to, or otherwise reproduce, any supporting documentation.
No.
Any other comments?
Maintenance
These questions are intended to encourage dataset creators to plan for dataset maintenance and communicate this plan with dataset consumers.
Who is supporting/hosting/maintaining the dataset?
Bradford Levy and Siyan Wang are supporting and maintaining the dataset.
How can the owner/curator/manager of the dataset be contacted (e.g., email address)?
Please refer to the manuscript for email addresses.
Is there an erratum?
If so, please provide a link or other access point.
Please see the github repository for erratum related to the dataset.
Will the dataset be updated (e.g., to correct labeling errors, add new instances, delete instances)?
If so, please describe how often, by whom, and how updates will be communicated to users (e.g., mailing list, GitHub)?
Yes, as soon as practicable. The updates can be seen on Github and HuggingFace Hub.
If the dataset relates to people, are there applicable limits on the retention of the data associated with the instances (e.g., were individuals in question told that their data would be retained for a fixed period of time and then deleted)?
If so, please describe these limits and explain how they will be enforced.
No, the entities in the dataset have agreed to make it publicly available in perpetuity.
Will older versions of the dataset continue to be supported/hosted/maintained?
If so, please describe how. If not, please describe how its obsolescence will be communicated to users.
Yes, the older versions of the dataset will continue to be hosted on Huggingface Hub.
If others want to extend/augment/build on/contribute to the dataset, is there a mechanism for them to do so?
If so, please provide a description. Will these contributions be validated/verified? If so, please describe how. If not, why not? Is there a process for communicating/distributing these contributions to other users? If so, please provide a description.
Researchers can interact and use the BeanCounter dataset via Huggingface Hub; we do not provide functionalities beyond what Huggingface Hub provides.
Any other comments?
No.
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