BASCOM HILL INVESTORS INC
N-30D, 1996-03-05
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            BASCOM HILL INVESTORS, INC.
            6411 Mineral Point Rd.
            Madison, WI  53705
            (608) 273-2020
            
                                       March 5, 1996
                                                
                                                        
            Securities & Exchange Commisison
            Attn:  Filing Desk
            450 Fifth Street NW
            Washington, DC  20549
            
                                  Re:  Bascom Hill Investors, Inc.
                                       Reg. No. 2-61528

            Dear Sirs:
            
            Enclosed please find the Annual Report, for the above named
            registrant, covering the year ended December 31, 1995.  This
            report has been mailed to all shareholders of record.
            
            This filing is intended to fulfill the requirements of 
            Section 24(b) and Section 30(b)(2) of the Investment Company
            Act.
            
                                 Sincerely,                                   

                                 Katherine L. Frank
                                 Vice President
                                      

                           BASCOM HILL INVESTORS, INC.



            Dear Shareholder:

                 We are pleased to report that Bascom Hill Investors,
            Inc. increased 25% in 1995, a year that finally produced
            above average results in the stock market. History shows
            that every 4 or 5 years the market has an impressive run.
            Your Fund participated nicely in 1995, on the heals of
            excellent performance in 1994.
                 Throughout 1995, interest rates declined as the economy
            slowed and corporate earnings posted surprisingly strong
            gains. The stock market loved it. Although inappropriate for
            a diversified portfolio, it would have been an excellent
            year to be 100% invested in technology stocks. With all the
            excitment this year, it is easy to forget that at the outset
            there were several reasons to be somewhat cautious. First,
            interest rates had risen dramatically in 1994, resulting in
            one of the worst bond market performances on record. Second,
            inflationary pressures had built in 1994 led by an increase
            in raw material prices. And finally, a period of slowing
            economic growth appeared to be on the horizon.
                 True to our long standing philosophy of managing risk
            as a means to protect principal, we began the year with a
            slightly defensive posture. However, as it became evident
            that interest rates would decline in 1995 and corporate
            earnings would not disappoint, we took advantage of minor
            dips in the market to add quality stocks throughout the
            year. The stock selection was right on target as the stocks
            alone outperformed the market significantly.
                 Looking ahead, we have gotten off to a fast start in
            1996. The primary factors driving the market continue to be
            surprisingly strong corporate earnings, declining interest
            rates, low inflation and the enormous amount of money
            flowing into equity mutual funds. However, the overall
            market is fully priced which limits the upside from here and
            raises the potential for a sell-off.  Still, a correction in
            the short-term would be healthy, producing a good buying
            opportunity, and providing a solid underpinning for longer-
            term results. And, although the stock market marches on to
            new highs daily, it is interesting to note that only 11% of
            all equity mutual funds beat the S&P ``500'' last year. This
            illustrates that the broad stock market has lagged the big-
            stock indices and suggests a wide variety of stocks continue
            to show promise for the year ahead. Weighing all the
            evidence, we are reasonably positive about the outlook for
            the market in 1996 and beyond.
                 While it is great to celebrate the return in 1995, it
            is unlikely that we will see a repeat in 1996. The budget
            debate and the upcoming elections will undoubtedly provide
            some excitement in the months ahead, and it will be
            important to keep focused on the underlying fundamentals. We
            wish you the best in 1996, and we appreciate your continued
            confidence in the management of your Fund.

                                          Sincerely,

                                          xxxxxxxx

                                          Katherine L. Frank
                                          Vice President



            BASCOM HILL INVESTORS, INC.
            STATEMENT OF NET ASSETS


            Schedule of Investments
            December 31, 1995

                                                                     Market
            Common Stocks - 66.5%                      Shares         Value
            ---------------------                      -------      --------


            Consumer - Business Services-4.9%
            Banta Corp.                                13,200      $580,800
                          
            Consumer - Retail - 3.5%
            Wal-Mart Stores, Inc.                      18,750       417,187

            Consumer - Discretionary - 12.2%
            Carnival Corp.                             18,400       448,500
            Lancaster Colony Corp.                     13,900       517,775
            Newell Co.                                 18,500       478,687

            Consumer - Financial - 8.1%
            Federal Home Loan Mortgage Corp.            7,200       601,200
            MBNA Corp.                                  9,900       365,063

            Financial Services - 7.1%
            MBIA, Inc.                                  4,950       371,250
            United Asset Management Corp.              12,400       475,850

            Medical & Health Care - 9.3%
            Columbia/HCA Healthcare Corp.               7,000       355,250
            Forest Laboratories, Inc.                   7,800       352,950
            Mylan Laboratories, Inc.                   16,900       397,150

            Regional Banks - 7.9%
            Norwest Corp.                              15,450       509,850
            State Street Boston Corp.                   9,350       420,750

            Technology - 13.5%
            Compaq Computer Corp.                       9,600       460,800
            Intel Corp.                                 6,950       394,413
            Sun Microsystems, Inc.                     16,200       739,125
                                                                    -------
                           
            Total Common Stocks 
               (Cost $6,225,122)                                 $7,886,600
                                                                 ----------


            Short Term Investments - 40.1%
            ------------------------
            Commercial Paper
            
            Associates Corp.
            5.73% due 01/18/96                  $    450,000 $      450,000
            
            G.E. Capital Services Corp.
            5.76% due 01/10/96                       450,000        450,000
            
            Heller Financial Corp.
            5.80% due 01/17/96                       450,000        450,000

            Prudential Funding Corp.
            5.75% due 01/12/96                       450,000        450,000

             
            Variable Rate Demand Notes
            
            American Family Financial Services
            5.49% due 1/1/96                    $     76,598 $       76,598
            
            Eli Lilly and Company 
            5.32% due 1/1/96                         386,081        386,081

            General Mills, Inc.
            5.49% due 1/1/96                         450,000        450,000
            
            Pitney Bowes Credit Corp.
            5.49% due 1/1/96                         450,000        450,000
            
            Sara Lee Corp. 
            5.47% due 1/1/96                         267,243        267,243
            
            Southwestern Bell Telephone
            5.72% due 1/1/96                         450,000        450,000
            
            Warner Lambert
            5.46% due 1/1/96                         450,000        450,000
            
            Wisconsin Electric Power Corp.
            5.53% due 1/1/96                         426,931        426,931
                                                                    -------

            Total Short Term Investments
               (Cost $4,756,853)                              $   4,756,853
                                                                  ---------


            Cash & Receivables Less Liabilities - (6.6%)          $(783,003)
                                                                  ----------


            TOTAL NET ASSETS - Equivalent
            to $18.03 per share on
            657,719.935 shares of $1 par
            value capital stock
            outstanding (authorized  
            capital stock - 1,000,000
            shares), and paid-in capital
            aggregated $9,534,442                                $11,860,450
                                                                 ===========



    BASCOM HILL INVESTORS, INC.
    STATEMENTS OF CHANGES IN NET ASSETS

                                         
                                         Year Ended         Year Ended
                                         December 31, 1995  December 31, 1994
                                         -----------------  -----------------


     Investment Activities
     Net Investment Income                    $273,224          $     223,538
       Income Distributions to
        Shareholders
        ($.422 and $.39 per share,
         respectively)                        (268,893)              (223,031)
                                              ---------              ---------


     Increase in Undistributed
        Net Investment Income                 $  4,331          $          507
                                              --------               ---------

                                                                            
     Net Realized Gains from
        Security Transactions                 $824,461          $      680,269
        Net Realized Gain
        Distributions to
        Shareholders
        ($1.26 and $1.15 per
        share, respectively)                 (822,010)               (667,108)
                                             ---------               ---------


     Increase in Undistributed
        Realized Gains                        $  2,451          $       13,161
                                              --------                 --------


     Increase (Decrease) in
      Unrealized Appreciation               $1,358,532        $     (524,905)
                                            ----------              ---------
    Increase (Decrease) in
     Undistributed Net Assets
     Derived From Investment
     Activities                             $1,365,314        $     (511,237)
                                            ==========             ==========

    Shares Sold and Redeemed
     Net Proceeds from Shares
      Issued (63,002 and 47,442 shares,
      respectively)                         $1,134,972         $     819,757
               
    Net Asset Value of Shares
     Issued in Distributions
     (56,550 and 47,184 shares
       respectively)                         1,013,566                750,169
                                             ---------               --------
                                            $2,148,538         $   1,569,926

    Cost of Shares Redeemed
     (84,141 and 65,190 shares,
      respectively)                         (1,508,728)           (1,122,477)
                                            -----------            ----------


    Increase in Net Assets from
     Sale and Redemption of
        Fund Shares                           $639,810           $     447,449
                                              ========                ========

    Net Assets
     Balance at Beginning of Year
     (Including undistributed
     net income of $1,139 and
      $631)                                $9,855,326         $    9,919,114
 
    Net Increase (Decrease) from
      Investment Activitie                  1,365,314                (511,237)
              
    Net Increase from Shares
      Sold and Redeemed                      639,810                  447,449
                                             --------                --------

                    
    Balance at End of Year
    (Including undistributed
    net investment income of
    $5,470 and $1,139,
    respectively)                         $11,860,450         $     9,855,326
                                          ===========              ==========



            BASCOM HILL INVESTORS, INC.
            STATEMENTS OF OPERATIONS


                                        Year Ended         Year Ended
                                        December 31, 1995  December 31, 1994
                                        -----------------  -----------------




            Income:
            Interest                              $316,336          $181,524
            Dividends                               87,726           125,089
            Other                                        0            34,931
                                                   -------           -------
                                                  $404,062          $341,544
                                                  --------          --------


            Expenses:
            Auditing Fee                           $ 5,006           $ 5,034
            Custodial Fee                            6,185             5,000
            Directors' Fee                           3,000             4,649
            Investment Advisor Fee                  91,637            78,454
            Legal Fee                                1,219             1,102
            Licensing Fee                            2,163             2,131
            Printing Cost                            5,303             5,340
            Transfer Agent Fee                      13,005            13,000
            Other Fees                               3,320             3,296
                                                   -------           -------

                                                   $130,838         $118,006
                                                   --------         --------



            Net Investment Income                  $273,224         $223,538
                                                   ========         ========

            Ratio of Expenses to Income              32.4%             34.6%






            Realized Gains on
               Investments:
            Proceeds from Sale                     $4,126,378    $  8,584,635
            Cost                                    3,301,917       7,904,366
                                                    ---------       ---------

            Net Realized Gains                     $  824,461    $    680,269
                                                   ------------      --------
  
            Unrealized Appreciation on
               Investments:
            Balance, Beginning of Year             $  302,946    $    827,851
            Balance, End of Year                    1,661,478         302,946
                                                    ---------         -------

            Increase (Decrease) in
               Unrealized Appreciation             $1,358,532    $   (524,905)
                                                   ----------        ---------

            Net Realized Gains and
               Increase (Decrease)
            in Unrealized Appreciation             $2,182,993    $    155,364
                                                   ==========        ========




                   See Accompanying Notes to Financial Statements.
                   
<TABLE>
                   
FINANCIAL HIGHLIGHTS-Selected Per Share Data and Ratios                   

           
                                                Year Ended December 31,
                    ------------------------------------------------------------


                    <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>

                    1995  1994  1993  1992  1991  1990  1989  1988  1987  1986*

<S>

NET ASSET VALUE:

Beginning of year
                $   15.84 16.73 18.15 16.66 12.90 15.62 14.92 13.84 15.11 18.13
<CAPTION>

INCOME FROM INVESTMENT OPERATIONS:

<S>                   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>

Net investment income
                $     .42   .39   .19   .22   .36   .51   .77   .66   .69   .41
Net realized and unrealized gains or (losses) on securities
                     3.45   .26   .34  1.59  3.76 (2.71) 1.62  1.08  (.44)  2.22
                    ----- -----  ----  ----  ----  ----- ----  ----  -----  ----


Total from investment operations
                $   3.87    .65   .53  1.81  4.12 (2.20) 2.39  1.74   .25   2.63

<CAPTION>

LESS DISTRIBUTIONS:

<S>                 <C>   <C>     <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>

Dividends from net income
                $   (.42) (.39)  (.19) (.22) (.36) (.52) (.78) (.66) (.99) (.43)
Capital gains distributions
                  (1.26) (1.15) (1.76) (.10)   --    --  (.91)   -- (.53) (5.22)
                  ------ ------ ------ -----             -----      ----- ------


<CAPTION>

NET ASSET VALUE:

<S>               <C>   <C>     <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>

End of year     $ 18.03 15.84  16.73  18.15 16.66 12.90 15.62 14.92 13.84 15.11

TOTAL RETURN:   % 24.63  4.09   3.16  10.98 32.05(14.25)16.25 12.76  1.11 16.30

<CAPTION>

RATIOS:

<S>               <C>   <C>     <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
Operating expenses to average net assets
                %  1.17  1.20   1.20   1.22  1.22  1.27  1.16  1.16  1.15  1.09
Net income to average net assets
                %  2.44  2.28   1.00   1.33  2.28  3.78  4.73  4.48  4.60  3.75
Portfolio turnover rate
                % 57.62 54.49  80.41  68.83 70.90 84.40 69.60 51.23 35.00 74.63
Average Commission Rate
                  .0819

</TABLE>



            TOTAL RETURN OVER LIFETIME OF FUND

                 The following table illustrates the total return for
            $10,000 invested in Bascom Hill Investors, Inc. on  November
            1, 1978, the date of the initial ublic offering with income
            dividends and  capital gain distributions reinvested in the
            Fund.
                                                               Value of
                        Net Asset  Capital Gains   Income      Initial
                        Value Per  Distributions   Dividends   $10,000
    Date                Share      Per Share       Per Share   Investment

    November  1, 1978   $10.00         -------     -----       $10,000
    December 31, 1978   $10.36         -------     -----       $10,360
    December 31, 1979   $11.83         -------     $ .45       $12,338
    December 31, 1980   $13.84         -------     $ .63       $15,192
    December 31, 1981   $13.79         $  .650     $1.11       $17,292
    December 31, 1982   $16.16         $  .735     $ .94       $23,071
    December 31, 1983   $16.94         $  .440     $1.44       $27,162
    December 31, 1984   $15.26         $  .800     $ .76       $27,003
    December 31, 1985   $18.13         $  .870     $ .75       $35,508
    December 31, 1986   $15.11         $ 4.956     $ .69       $41,296
    December 31, 1987   $13.84         $  .530     $ .98       $41,766
    December 31, 1988   $14.92         -------     $ .65       $47,097
    December 31, 1989   $15.62         $  .913     $ .78       $54,750
    December 31, 1990   $12.90         -------     $ .51       $46,949
    December 31, 1991   $16.66         -------     $ .35       $62,002
    December 31, 1992   $18.15         $  .101     $ .22       $68,783
    December 31, 1993   $16.73         $ 1.760     $ .19       $70,956
    December 31, 1994   $15.84         $ 1.150     $ .39       $73,855
    December 31, 1995   $18.03         $ 1.260     $ .42       $91,529




            GROWTH OF $10,000 CHART
            
            BASCOM HILL INVESTORS AVERAGE ANNUAL RETURN

             1 YEAR       24.63%
             5 YEARS      14.33%
            10 YEARS       9.93%
            17 YEARS      13.67%




            NOTES TO FINANCIAL STATEMENTS    December 31, 1995 and 1994


            (1)  Significant Accounting Principles
            
                 Bascom Hill Investors, Inc. began operations on November
                 1, 1978.  The Fund is registered under the Investment Company
                 Act of 1940, as amended, as an open-end management company.
                 The following is a summary of significant accounting principles
                 followed by the Fund in the preparation of its financial
                 statements.  The policies are in conformity with generally 
                 accepted accounting principles.

                 (a) The market quotation for each security is the last
                     reported sale price on a national securities exchange,
                     or, in the case of Over-The-Counter securities, the
                     latest available bid price. Other securities for which
                     quotations are not readily available are valued at
                     fair value as determined by the Board of Directors.
                     Short-term securities (maturing within 60 days) are
                     valued on the basis of amortized cost. Securities with
                     maturities in excess of 60 days are valued at market
                     value.

                 (b) No provision is made for Federal income taxes since it
                     is the intention of the Fund to comply with the
                     provisions of the Internal Revenue Code available to
                     investment companies, and to make the requisite
                     distribution to shareholders of taxable income which
                     will be sufficient to relieve it from all or
                     substantially all Federal income taxes.

                 (c) All percentages for the various classifications relate
                     to total net assets.
                           
                 (d) The  Fund  follows   industry  practice  and   records
                     security transactions  on the  trade date.    Dividend
                     income is  recognized  on  the  ex-dividend  date  and
                     interest income is accrued on a daily basis.

            (2)      Investment Advisory Agreement
            
                 The investment advisory agreement with  Madison Investment
                 Advisors, Inc., provides for  an annual management  fee of
                 .80 of 1% of the first  $50 million of average  net assets
                 of the Fund.   Such fees are remitted  quarterly. Although
                 the investment advisor may  be reimbursed for  clerical or
                 administrative expenses  incurred by  it,  none have  been
                 charged to the Fund during 1995. The annual fee is reduced
                 to the  extent  that  the  Fund's  total  annual  expenses
                 (excluding interest, taxes, brokerage fees) exceeds  2% of
                 the first $10 million of average net assets and  1 1/2% of
                 the next $20 million of average net assets.  The advisor's
                 fee was not  so reduced  for the year  ended December  31,
                 1995. Certain officers and directors of the  Fund are also
                 officers and  directors  of Madison  Investment  Advisors,
                 Inc. The  Fund  owed  Madison  Investment  Advisors,  Inc.
                 $24,535 as of December 31, 1995.

            (3)  Cost of Investments Purchased and Proceeds  of Investments 
                 Sold

                 For the year  ended December 31,  1995, the purchases  and
                 sales  of  investment  securities   (excluding  short-term
                 securities) were $5,846,915 and  $4,126,378, respectively,
                 (purchases and sales  of U.S. government  obligations only
                 were $0 and $0, respectively).

            (4)  Net Realized Gains and Losses on Investments
                 Net realized gains and losses on  investments are computed
                 on the  basis  of  specifically  identified  certificates.
                 During the  year  ended December  31,  1995, net  realized
                 gains would have been $824,867 if computed on the basis of
                 average cost.

            (5)  Aggregate Cost of  Securities and Undistributed  Income or
                 Capital Gains
                 
                 The aggregate cost  of securities  for Federal income  tax
                 purposes is  $6,225,122.  The aggregate  gross  unrealized
                 appreciation for  all  securities  in which  there  is  an
                 excess of value over tax cost is $1,714,165. The aggregate
                 gross unrealized depreciation for all securities  in which
                 there is  an excess  of  tax cost  over  value amounts  to
                 $52,687. The net  unrealized appreciation at  December 31,
                 1995, for all securities  is $1,661,478. Through  the year
                 ended December 31, 1995, the accumulated undistributed net
                 investment  income   is   $5,470   and   the   accumulated
                 undistributed realized capital gain is $1,336.

                  
                            INDEPENDENT AUDITORS' REPORT


            To the Shareholders and Board of Directors
              of Bascom Hill Investors, Inc.

            We have audited the accompanying statement of net assets of
            Bascom Hill Investors, Inc., including the schedule of
            investments, as of December 31, 1995, the related statements
            of operations and changes in net assets for each of the two
            years in the period then ended, and the selected per share
            data and ratios for each of the ten years in the period then
            ended.  These financial statements and selected per share
            data and ratios are the responsibility of the Company's
            management.  Our responsibility is to express an opinion on
            these financial statements and per share data and ratios
            based on our audits.

            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
            per share data and ratios 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 December 31, 1995, by correspondence
            with the custodian.  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, the financial statements and selected per
            share data and ratios referred to above present fairly, in
            all material respects, the financial position of Bascom Hill
            Investors, Inc. as of December 31, 1995, the results of its
            operations and the changes in its net assets for each of the
            two years in the period then ended, and the selected per
            share data and ratios for each of the ten years in the
            period then ended, in conformity with generally accepted
            accounting principles.

            WILLIAMS, YOUNG & ASSOCIATES, LLC

            XXXXXXXXXX

            Madison, Wisconsin



            January 25, 1996


            BASCOM HILL INVESTORS, INC.
            6411 Mineral Point Road
            Madison, WI  53705
            (608)  273-2020
            (800)  767-0300


                                               ANNUAL REPORT
                                               December 31, 1995



            OFFICERS and DIRECTORS
              Frank E. Burgess
              President, Director

              Katherine L. Frank
              Vice President, Secretary

              Jay R. Sekelsky
              Vice President

              Christopher C. Berberet
              Treasurer

              Jacqueline Stoppleworth
              Assistant Secretary

              James R. Imhoff, Jr.
              Director

              Edmund B. Johnson
              Director

              Lorence D. Wheeler
              Director

            CUSTODIAN, TRANSFER AGENT
            and DISBURSING AGENT
              Firstar Trust Company
              P.O. Box 701
              Milwaukee, Wisconsin  53201-0701
              (414)765-4124

            COUNSEL
              Ross & Stevens, S.C.
              8000 Excelsior Drive
              Madison, Wisconsin  53717-1914
              (608)831-2100

            AUDITORS
              Williams, Young & Associates
              P.O. Box 8700
              Madison, Wisconsin  53708



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