GABELLI UTILITIES FUND
N-30D, 1999-11-24
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                           THE GABELLI UTILITIES FUND

                              THIRD QUARTER REPORT
                               SEPTEMBER 30, 1999







TO OUR SHAREHOLDERS,

      September  turned out to be an interesting  time to launch a utility fund.
Interest rates were rising following two rounds of tightening monetary policy by
the  Federal  Reserve.  Oil prices  and gold  prices  rose  sharply in the third
quarter,  fueling the inflationary concerns normally seen during a long economic
expansion.  The  long-awaited  out-performance  of utility  stocks in the second
quarter  proved to be a head  fake,  and the  electric  and gas  utility  stocks
underperformed a sagging stock market in the third quarter.  Water utilities did
much  better,   buoyed  by  takeover  speculation  following  several  announced
acquisitions  during the summer. The  telecommunications  stocks basically moved
sideways.  The outlook for utility stock performance in the fourth quarter looks
reasonably  favorable,  however.  The bulk of the interest  rate  increases  are
probably behind us. During nervous market environments such as the one we are in
currently,  defensive  issues  typically do well.  Looking  beyond the immediate
future,  electric,  gas and water stocks are likely to benefit  from  continuing
consolidation,  while  telephone  companies  should  continue to enjoy  superior
growth.

INVESTMENT PERFORMANCE

      Since inception on August 31, 1999 through September 30, 1999, The Gabelli
Utilities  Fund's (the "Fund") total return was 0.10%.  The Lipper  Utility Fund
Average and Standard & Poor's  ("S&P")  Utility Index  declined 0.21% and 4.79%,
respectively,  over the  same  period.  The S&P  Utility  Index is an  unmanaged
indicator  of  electric  and gas  utility  stock  performance,  while the Lipper
Average  reflects the average  performance  of mutual funds  classified  in this
particular category.

COMMENTARY

IMPROVING FUNDAMENTALS BUCKING AN INTEREST RATE HEADWIND

      Electric  utilities  are in good and improving  condition.  Those with low
generating  costs never had many problems,  while the high cost  generators have
mostly  restructured  and are poised to recover their riskiest  investments  and
move on.  The  biggest  challenge  facing  most  companies  now is how to deploy
capital and rising free cash flow at attractive  rates of return.  The condition
of the gas utilities is generally  stable and sound.  Water  companies (with few
exceptions)  are  doing  well,  and  telecommunications


<PAGE>

companies  continue to generate  very  impressive  earnings  growth.  The dismal
performance  of utility  stocks in the third  quarter  cannot be  attributed  to
deteriorating fundamentals; the fundamentals are strong and continue to improve.
The  villain is rising  interest  rates.  Interest  rates at the long end of the
yield curve  began to rise early in 1999.  For several  months,  utility  stocks
continued to rise in the face of rising long rates,  which is highly unusual and
led to speculation that perhaps the correlation between utility stock prices and
long interest  rates was breaking  down.  Alas,  the utility  stocks fell with a
resounding thud in the third quarter, and such talk is no longer heard.

      The sell-off of utility stocks in the third quarter  allowed us to pick up
shares at attractive  prices.  Once interest  rates stop rising,  the strong and
improving  fundamentals  in the industry are likely to lead to much better price
performance.

OUR APPROACH

      There are over 80  publicly-traded,  investor-owned  electric utilities in
the U.S., and this is at least 50 more than we need. The balkanized structure of
the industry is inherently inefficient, and competitive forces are now punishing
inefficiency.  The industry has already  consolidated  substantially,  and would
have done so even faster except for  regulatory  sclerosis  impeding the pace of
mergers  and   acquisitions.   We  are   skeptical   about  the  claims  of  the
mega-utilities to be able to deliver superior  returns,  but we believe that the
mid-cap and small-cap  utilities  are generally  doing fine on their own and are
likely  acquisition  targets  over time.  Our  investments  in the  electric and
natural gas stocks have generally  focused on  fundamentally  sound,  reasonably
priced mid-cap and small-cap  utilities that are logical acquisition targets for
large  utilities  looking to bulk up. We have held off on taking the plunge into
water stocks for the moment,  because of the substantial summer run-up in prices
following  several  acquisition  bids. Our investments in the telephone  utility
sector  have been  focused  primarily  on the larger  incumbent  local  exchange
carriers. Recently, however, we did buy two long distance/data carriers that are
doing  fine on their own and are also  likely  acquisition  targets  for  larger
carriers.

LET'S TALK STOCKS

      The  following  are stock  specifics  on  selected  holdings  of our Fund.
Favorable  earnings  prospects do not  necessarily  translate  into higher stock
prices,  but they do express a positive trend which we believe will develop over
time.

DQE ENERGY INC. (DQE - $39.125 - NYSE) is a mid-sized  electric  utility serving
metropolitan   Pittsburgh.   As  part  of  a  restructuring   plan  approved  by
Pennsylvania  regulators,  DQE is auctioning off its generating  assets and will
use the proceeds to improve its already strong balance sheet.  DQE has used much
of its free cash flow to buy back stock,  and plans to buy back additional stock
in the future.  The company has also moved  aggressively  into the water utility
business,  investing  over $250  million  to  acquire  more than  300,000  water
customers in 13 states.  While DQE is a logical  acquisition target, it is doing
fine on its own. The company's 7% compounded  EPS growth rate over the past five
years (driven partly by share  repurchases and partly by returns on non-electric
investments)  ranks ninth in the  industry,  yet DQE trades at a discount to the
electric utility average price/earnings ("P/E") ratio. In addition, we think the
company's management is outstanding.

                                       2
<PAGE>

SCANA CORP. (SCG - $24.1875 - NYSE) is currently  experiencing several problems.
Earlier in 1999,  SCANA, the parent of South Carolina  Electric & Gas, agreed to
buy  Public  Service of North  Carolina  for a large  premium,  at the same time
sharply  reducing its own  dividend  rate.  SCANA also  entered the  deregulated
natural gas supply market in Georgia, and is incurring heavy startup losses that
have caused the company to disappoint investor  expectations.  Investor concerns
about the company's  strategy and  performance  have been largely ignored by the
company's  management,  which is  understandably  held in low  regard by utility
investors.  Utility  investors  are ignoring  the  company's  highly  successful
telecommunications  investments:  we value these  investments at roughly $10 per
SCANA share pretax.  The largest component of the telecom portfolio is nearly 10
million shares of Powertel,  a  southeastern  wireless  personal  communications
services ("PCS") carrier providing mobile telephone services. Powertel has three
peer companies, VoiceStream, Aerial and Omnipoint. VoiceStream is in the process
of acquiring  Aerial and  Omnipoint,  and acquiring  Powertel would complete its
nationwide  footprint.  This could  provide the  catalyst  to change  investors'
negative perception of SCANA.

SPRINT CORP.  (FON - $54.25 - NYSE) is the third largest long  distance  carrier
and the  second-largest  independent  local telephone company in the U.S. Sprint
has positioned  itself  globally  through a joint venture called Global One. Its
joint venture  partners,  France Telecom and Deutsche  Telekom,  each have a 20%
direct stake in Sprint. FON faces risks from prospective new entrants, including
the regional  Bells, in its long distance  business,  which may be offset by the
"ION" high bandwidth network that the company is developing. Sprint PCS group is
the leading personal  communications  services ("PCS") carrier in the U.S., with
over four million  customers and licenses  covering over 230 million people.  In
late  September,  Sprint was in talks to be acquired by MCI  WorldCom,  which we
would view favorably  considering the substantial cost  efficiencies  that could
result and the potential for each company to fill the voids in the other's array
of products and services.

UNISOURCE ENERGY CORP. (UNS - $12.00 - NYSE) is a small and struggling  electric
utility serving  Tucson,  Arizona.  Following a series of disastrous  miscues by
prior  management  in the 1980s,  the company was left with a weak balance sheet
and the highest  rates of any  non-nuclear  utility in the U.S.  New  management
worked hard to repair the damage, and their efforts are beginning to bear fruit.
Earnings should improve dramatically next year, as should the balance sheet, and
we expect the company to reinstate its long-omitted dividend fairly soon.

MINIMUM INITIAL INVESTMENT - $1,000

      The Fund's  minimum  initial  investment  for both regular and  retirement
accounts is $1,000.  There are no  subsequent  investment  minimums.  No initial
minimum  is  required  for those  establishing  an  Automatic  Investment  Plan.
Additionally,  The Gabelli  Utilities Fund and other Gabelli Funds are available
through the no-transaction fee programs at many major discount brokerage firms.

                                       3
<PAGE>

INTERNET

      You   can   now   visit   us  on  the   Internet.   Our   home   page   at
http://www.gabelli.com contains information about Gabelli Asset Management Inc.,
the Gabelli Mutual Funds, IRAs, 401(k)s,  quarterly reports,  closing prices and
other current news. You can send us e-mail at [email protected].

IN CONCLUSION

      This has been a dismal  quarter  for utility  stocks,  which are likely to
struggle until interest rates peak. We continue to take advantage of the current
price weakness to build positions in fundamentally sound,  reasonably priced and
well-positioned  companies that are likely to do substantially  better in a less
hostile interest rate environment.

      The Fund's daily net asset value is available  each evening  after 6:00 PM
(Eastern  Time) by calling  1-800-GABELLI  (1-800-422-3554).  The Fund's  Nasdaq
symbol is GABUX. Please call us during the business day for further information.

                                                   Sincerely,

                                                   /s/ Timothy P. O'Brien, CFA
                                                   ---------------------------
                                                   TIMOTHY P. O'BRIEN, CFA
                                                   Portfolio Manager


October 25, 1999



- --------------------------------------------------------------------------------
                                TOP TEN HOLDINGS
                               SEPTEMBER 30, 1999

Sprint Corp.                                 BellSouth Corp.
GTE Corp.                                    Ameritech Corp.
Unisource Energy Corp.                       DQE Inc.
Alltel Corp.                                 United Illuminating Co.
SBC Communications Inc.                      U.S. West Inc.



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

NOTE: The views expressed in this report reflect those of the portfolio  manager
only through the end of the period stated in this report.  The  manager's  views
are subject to change at any time based on market and other conditions.


                                       4
<PAGE>
<TABLE>
<CAPTION>
THE GABELLI UTILITIES FUND
PORTFOLIO OF INVESTMENTS - SEPTEMBER 30, 1999 (UNAUDITED)
- ------------------------------------------------------------------------------------------------------------------

                                                                                                          MARKET
        Shares                                                                                             VALUE
        ------                                                                                             -----
         <S>     <C>                                                                                <C>
                 COMMON STOCKS - 73.8%
                 ENERGY AND UTILITIES: ELECTRIC - 21.9%
         1,000   DQE Inc.                                                                           $      39,125
         1,000   Kansas City Power & Light Co.                                                             24,188
         1,200   Scana Corp.                                                                               29,025
         1,100   Teco Energy Inc.                                                                          23,237
         3,800   Unisource Energy Corp.+                                                                   44,888
           800   United Illuminating Co.                                                                   38,700
                                                                                                    --------------
                                                                                                          199,163
                                                                                                    --------------
                 ENERGY AND UTILITIES: INTEGRATED - 10.4%
           400   Central Hudson Gas & Electric Corp.                                                       15,750
           500   Cinergy Corp.                                                                             14,156
           900   LG&E Energy Corp.                                                                         19,125
           600   RGS Energy Group Inc.                                                                     14,700
         1,200   Sigcorp Inc.                                                                              30,600
                                                                                                    --------------
                                                                                                           94,331
                                                                                                    --------------
                 ENERGY AND UTILITIES: NATURAL GAS - 5.4%
           500   Piedmont Natural Gas Co.                                                                  15,156
         1,100   Public Service Co. of North Carolina                                                      34,100
                                                                                                    --------------
                                                                                                           49,256
                                                                                                    --------------
                 TELECOMMUNICATIONS: GLOBAL - 2.2%
           759   Global Crossing Ltd.+                                                                     20,113
                                                                                                    --------------

                 TELECOMMUNICATIONS: NATIONAL - 10.5%
           600   GTE Corp.                                                                                 46,125
           900   Sprint Corp.                                                                              48,825
                                                                                                    --------------
                                                                                                           94,950
                                                                                                    --------------
                 TELECOMMUNICATIONS: REGIONAL - 23.4%
           600   Alltel Corp.                                                                              42,225
           600   Ameritech Corp.                                                                           40,313
           900   BellSouth Corp.                                                                           40,500
           800   SBC Communications Inc.                                                                   40,850
           600   US West Inc.                                                                              34,238
         1,300   Versatel Telecom International NV, ADR+                                                   13,975
                                                                                                    --------------
                                                                                                          212,101
                                                                                                    --------------

                 TOTAL COMMON STOCKS                                                                      669,914
                                                                                                    --------------

     PRINCIPAL
      AMOUNT
     ---------
                 U.S. GOVERNMENT OBLIGATIONS - 26.9%
     $ 246,000   U.S. Treasury Bills, 4.56 to 4.73%++,
                      due 10/14/99 to 12/02/99                                                            244,607
                                                                                                    --------------

                 TOTAL INVESTMENTS - 100.7%
                      (Cost $905,228)                                                                     914,521

                 OTHER ASSETS AND LIABILITIES (NET) - (0.7)%                                               (6,136)
                                                                                                    --------------

                 NET ASSETS - 100.0%
                      (90,791 shares outstanding)                                                   $      908,385
                                                                                                    ==============

                 NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE                                  $10.01
                                                                                                    ==============
</TABLE>

- ------------------------------------------------
+   Non-income producing security.
++  Represents annualized yield at date of purchase.
ADR-American Depositary Receipt.



<PAGE>

                           THE GABELLI UTILITIES FUND
                              One Corporate Center
                            Rye, New York 10580-1434
                                  1-800-GABELLI
                                [1-800-422-3554]
                               FAX: 1-914-921-5118
                             HTTP://WWW.GABELLI.COM
                            E-MAIL: [email protected]
                (Net Asset Value may be obtained daily by calling
                         1-800-GABELLI after 6:00 P.M.)

                               BOARD OF DIRECTORS

               Mario J. Gabelli, CFA           Karl Otto Pshl
               CHAIRMAN AND CHIEF              FORMER PRESIDENT
               INVESTMENT OFFICER              DEUTSCHE BUNDESBANK
               GABELLI ASSET MANAGEMENT INC.

               Anthony J. Colavita             Werner J. Roeder, MD
               ATTORNEY-AT-LAW                 MEDICAL DIRECTOR
               ANTHONY J. COLAVITA, P.C.       LAWRENCE HOSPITAL

               Vincent D. Enright
               FORMER SENIOR VICE PRESIDENT
               AND CHIEF FINANCIAL OFFICER
               KEYSPAN ENERGY CORP.




                                    OFFICERS

               Mario J. Gabelli, CFA           Timothy P. O'Brien, CFA
               PRESIDENT AND CHIEF             PORTFOLIO MANAGER
               INVESTMENT OFFICER

               Bruce N. Alpert                 James E. McKee
               VICE PRESIDENT AND TREASURER    SECRETARY



                                   DISTRIBUTOR
                             Gabelli & Company, Inc.

                  CUSTODIAN, TRANSFER AGENT AND DIVIDEND AGENT
                       State Street Bank and Trust Company

                                  LEGAL COUNSEL
                    Skadden, Arps, Slate, Meagher & Flom LLP







- --------------------------------------------------------------------------------
This report is submitted for the general  information of the shareholders of The
Gabelli  Utilities  Fund. It is not authorized for  distribution  to prospective
investors unless preceded or accompanied by an effective prospectus.
- --------------------------------------------------------------------------------


[PHOTO]


THE
GABELLI
UTILITIES
FUND


                                                                  INITIAL REPORT
                                                              SEPTEMBER 30, 1999



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