GINTEL ERISA FUND
N-30D, 1996-08-06
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<PAGE>   1
[GINTEL LOGO]

GINTEL ERISA FUND



SEMIANNUAL REPORT TO
SHAREHOLDERS

JUNE 30. 1996
<PAGE>   2
                               GINTEL ERISA FUND

A growth and income fund exclusively for conservative, tax-exempt equity
investors, including corporate pension/profit sharing plans, endowment funds,
Keogh and IRA plans.  The minimum initial investment for corporate pension
plans is $10,000; for IRA's and Keogh's the minimum is $2,000.  There is no
minimum on additional investments.



<TABLE>
<CAPTION>
                                 SUMMARY OF INVESTMENT RESULTS*
                        <S>                                   <C>
                                1996(6 mos.)                   12.6%
                                1995                           26.6%
                                1994                          -21.3%
                                1993                            5.4%
                                1992                           14.4%
                                1991                           13.5%
                                1990                           -5.1%
                                1989                           15.5%
                                1988                           22.0%
                                1987                           -1.0%
                                1986                           22.4%
                                1985                           24.0%
                                1984                            2.2%
                                1983                           27.5%
                                1982                           27.9%
                                                             
                                                             
                        Average Annual Total                
                        Return Since Inception                 12.9%
</TABLE>

                        *Investment results are net of expenses, with 
                         dividends and capital gains reinvested.


        Past results offer no assurance as to future performance.  The
        investment return and principal value of an investment will fluctuate,
        so that an investor's shares when redeemed may be worth more or less
        than their original cost.  The Fund's prospectus contains more complete
        information and should be read carefully.
<PAGE>   3
                                                                   July 12, 1996


Fellow Shareholders:


We are pleased to report that the Fund's net asset value per share increased
6.7% in the second quarter and 12.6% for the first six months of 1996.  Because
of these strong financial results, our Fund ranked number 2 out of 60 growth
and income funds in its size category; number 37 out of all 553 growth and
income funds; and number 804 out of 5932 long-term taxable funds, according to
Lipper Analytical Services, Inc.  These gains, along with last year's 23%
increase in net asset value per share, have more than made up the decline we
suffered in 1994.

During the quarter we took advantage of rising prices to lock in gains in Chart
Industries, Northland Cranberries, Phelps Dodge, Union Camp, Union Pacific and
Browning Ferris.  We added to our holdings in Ogden Corporation and Mercury
General and took several new positions including Equitable Resources, American
Brands, and Intergraph.  Our cash position increased to $7.2 million, or 25% of
the portfolio, by the end of the quarter.

Our short-term market and economic outlook is much more cautious than it has
been previously.  We are very much troubled by the price volatility in certain
segments of the market and the recent emphasis on hot new issues and
speculative stocks.  Historically, excesses such as these precede a market
correction.

From an economic point of view, we foresee a period of slower growth along with
inflationary pressure on profit margins because of rising labor costs and
higher commodity prices.  The possibility of higher interest rates cannot be
ruled out either.  We wonder, too, if the pending elections this fall won't
have a dampening effect on market psychology in the months immediately ahead.

For these and other reasons we are carrying large cash reserves until we become
more comfortable with the market environment or with the outlook for corporate
profits.  We will still make selected investments when we think the price is
right and will take advantage of both short-term trading and long-term
investment opportunities as they are presented to us.

After the proliferation of mutual funds over the last five years, we are seeing
a growing trend towards consolidation in the mutual fund industry.  Many
smaller management companies, such
<PAGE>   4
as ours, are merging their funds in order to more efficiently manage their
portfolios, reduce fees for their shareholders through economies of scale, and
better focus their limited marketing resources.

For these reasons, we, too, are actively considering merging the ERISA Fund
into Gintel Fund later this summer, making Gintel Fund the surviving entity.
We have already contacted a number of the larger ERISA Fund shareholders and
have received their preliminary support for the idea pending review of the
proxy material when it is completed.  The merger benefits ERISA Fund
shareholders because it lowers operating expenses, provides greater portfolio
diversification, enables shareholders to track the Fund's performance in the
daily newspapers, and allows the investment staff to focus on producing the
best results for one single fund.  In addition, the Gintel Fund has had a
better investment record over the years.  We are preparing proxy materials for
review by the Securities and Exchange Commission and hopefully will hold a
Shareholders' Meeting in early September to discuss and approve the proposal.

For the past seven years we have been offering U.S. Trust's money market funds
as a convenience to our shareholders. In view of Chase Manhattan Bank's
purchase of U.S. Trust Company's mutual fund division, we have decided to
switch from the U.S. Trust-managed Excelsior Money Fund and Excelsior
Government Money Fund to comparable money market funds managed by Chase
Manhattan Bank.  Shareholders who currently have money market accounts with us
will be receiving documentation in the next few weeks with respect to this
transfer from U.S. Trust's Excelsior Funds to either Vista Cash Management Fund
or Vista Federal Money Market Fund.

We thank you for your continued trust and confidence and look forward to seeing
those of you who can attend the special shareholder meeting.

Cordially,

/s/ ROBERT M. GINTEL     /s/ CECIL A. GODMAN, III       /s/ EDWARD F. CARROLL  
- --------------------     ------------------------       -----------------------
Robert M. Gintel         Cecil A. Godman, III           Edward F. Carroll
Chairman                 Investment Manager             Investment Manager
<PAGE>   5
GINTEL ERISA FUND Statement of Net Assets                    As of June 30, 1996
                                                                     (Unaudited)
<TABLE>
<CAPTION>
NUMBER
OF                                                                                                                           MARKET
SHARES                                                                                COST**                                  VALUE

- ------------------------------------------------------------------------------------------------------------------------------------
  <S>                <C>                                                           <C>                                    <C>
                     COMMON STOCKS

                     MORTGAGE BANKING (17.4%)
                     ------------------------
  180,000            Capstead Mortgage Corporation                                 $1,850,958                             $5,017,500

                     OIL & GAS (10.3%)
                     -----------------
  20,000             Schlumberger Limited                                           1,190,437                              1,685,000
   8,000             Exxon Corporation                                                461,000                                695,000
  10,000             Kerr-McGee Corporation                                           538,125                                608,750

                     FOOD PRODUCTS (7.4%)
                     --------------------
  37,500             H.J. Heinz Company                                             1,059,375                              1,139,062
  20,000             Northland Cranberries, Inc.                                      285,000                                600,000
  12,500             Sara Lee Corporation                                             268,000                                404,688

                     DIVERSIFIED MANUFACTURING & SERVICES (6.5%)
                     -------------------------------------------
  75,000             Ogden Corporation                                              1,483,287                              1,359,375
  30,000             Portec, Inc.*                                                    352,549                                300,000
  15,000             Chart Industries, Inc.                                           210,249                                211,875

                     NATURAL GAS PRODUCING & DISTRIBUTION (6.4%)
                     -------------------------------------------
  30,000             Consolidated Natural Gas Company                               1,348,650                              1,567,500
  10,000             Equitable Resources, Inc.                                        285,000                                282,500

                     ELECTRONIC SYSTEMS & EQUIPMENT (6.3%)
                     -------------------------------------
  30,000             Harris Corporation                                             1,244,371                              1,830,000

                     COMPUTER GRAPHIC SYSTEMS (4.2%)
                     -------------------------------
  100,000            Intergraph Corporation                                         1,265,124                              1,212,500

                     INSURANCE (3.8%)
                     ----------------
  25,000             Mercury General Corporation                                      994,438                              1,093,750

                     TEXTILE -- APPAREL (2.8%)
                     -------------------------
 225,000             Oneita Industries, Inc. + *                                    3,010,290                                703,125
   8,000             Haggar Corp.                                                     129,000                                108,000

                     AIRFREIGHT (2.2%)
                     -----------------
  25,000             Airborne Freight Corporation                                     691,225                                650,000

                     AUTO MANUFACTURING (2.2%)
                     -------------------------
  20,000             Ford Motor Company                                               647,636                                647,500
</TABLE>
<PAGE>   6
GINTEL ERISA FUND Statement of Net Assets (continued)        As of June 30, 1996
                                                                     (Unaudited)
<TABLE>
<CAPTION>
NUMBER
OF                                                                                                                           MARKET
SHARES                                                                        COST**                                          VALUE 
- ------------------------------------------------------------------------------------------------------------------------------------
  <S>                <C>                                                   <C>                                           <C>
                     CONSUMER PRODUCTS (1.6%)
                     ------------------------
  10,000             American Brands, Inc.                                    458,750                                       453,750

                     TECHNOLOGY (1.4%)
                     -----------------
  25,000             Cognex Corporation*                                      410,112                                       403,125

                     DIVERSIFIED CHEMICAL PRODUCER (1.4%)
                     ------------------------------------
   5,000             E. I. du Pont de Nemours and Company                     396,250                                       395,625

                     Miscellaneous Securities (1.1%)                          312,750                                       312,500 

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

                     Total Common Stocks (75.0%)                           18,892,576                                    21,681,125 
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT                                                                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                                                 <C>                                            <C>
                     CASH EQUIVALENTS
5,000,000            General Electric Capital Corporation
                     5.38% due 7/11/96                                      5,000,000                                     5,000,000
3,529,000            Chase Securities, Inc. Repurchase Agreement
                     5.15% due 7/1/96 (Collateralized by U.S.
                     Government Obligations)                                3,529,000                                     3,529,000
- ------------------------------------------------------------------------------------------------------------------------------------
                     Total Cash Equivalents (29.5%)                         8,529,000                                     8,529,000
- ------------------------------------------------------------------------------------------------------------------------------------
                     Total Investments (104.5%)                           $27,421,576                                    30,210,125
                                                                          ===========                                              
                     Liabilities net of other assets (-4.5%)                                                            (1,287,210)
- ------------------------------------------------------------------------------------------------------------------------------------
                     Net Assets Applicable to Outstanding Shares (100.0%)                                               $28,922,915 

====================================================================================================================================

 Net asset value per share-based on 904,500 shares of
     beneficial interest (offering and redemption price)                                                                     $31.98 
====================================================================================================================================
</TABLE>
*   Non-income producing investments
**  Cost basis for Federal income tax purposes
 +  Robert Gintel is Chairman of the Board of Oneita Industries and owns 16% of
          its common stock.  As a result, Oneita may be deemed to be an
          affiliate of the Fund.

The accompanying notes to financial statements are an integral part hereof.
<PAGE>   7
GINTEL ERISA FUND Statement of Operations                          June 30, 1996
                                                                     (Unaudited)


<TABLE>
<S>                                                                           <C>                   <C>
 INVESTMENT INCOME:

    Dividends                                                                                         $510,980
    Interest                                                                                            94,589
                                                                                                     ---------
        Total investment income                                                                        605,569

EXPENSES:
    Administrative services fee (Note D)                                       $174,126
    Investment advisory fee (Note C)                                            139,301
    Trustees' fees                                                               13,921
    Taxes                                                                           994
                                                                              ---------

         Total Expenses                                                                                 328,342
                                                                                                     ----------

NET INVESTMENT INCOME                                                                                   277,227
NET REALIZED GAIN ON INVESTMENTS                                              3,458,446
NET DECREASE IN UNREALIZED APPRECIATION OF INVESTMENTS                        (398,201)
                                                                              ---------
NET GAIN ON INVESTMENTS                                                                               3,060,245
                                                                                                     ----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                                 $3,337,472
                                                                                                     ==========
</TABLE>


The accompanying notes to financial statements are an integral part hereof.
<PAGE>   8
GINTEL ERISA FUND Statements of Changes in Net Assets
(Unaudited)




<TABLE>                                                                  
<CAPTION>                                                                
                                                                           Six Months                            Year
                                                                         Ended 6/30/96                 Ended 12/31/95
                                                                         -------------                 --------------
<S>                                                                        <C>                            <C>
OPERATIONS:                                                              
    Net investment income                                                     $277,227                       $246,751
    Net realized gain on investments                                         3,458,446                        176,028
    Net increase (decrease) in unrealized appreciation                   
      of investments                                                         (398,201)                      6,130,781
                                                                            ----------                    -----------
               Net increase in net assets from operations                    3,337,472                      6,553,560
                                                                                                                     
                                                                         
DISTRIBUTIONS TO SHAREHOLDERS:                                           
    Investment income                                                            --                         (320,221)
    Net realized gains from investments                                          --                            --    
                                                                            ----------                    -----------
         Net decrease from distributions                                         --                         (320,221)
                                                                                                                     
                                                                         
CAPITAL SHARE TRANSACTIONS:                                              
    Proceeds from shares issued                                                234,265                        276,201
    Reinvestment of dividends                                                    --                           319,573
    Cost of shares repurchased                                             (2,414,898)                    (9,115,210)
                                                                           -----------                    -----------
         Net decrease from capital                                       
         share transactions                                                (2,180,633)                    (8,519,436)
                                                                         
Total Increase (Decrease)                                                    1,156,839                    (2,286,097)
Net Assets - Beginning of Year                                              27,766,076                     30,052,173
                                                                           -----------                    -----------
Net Assets - End of Period                                                 $28,922,915                    $27,766,076
                                                                           ===========                    ===========
                                                                         
NET ASSETS CONSIST OF:                                                   
    Capital Stock                                                          $24,258,191                    $26,438,824
    Undistributed net investment  income (loss)                                209,388                       (67,839)
    Undistributed net realized gains (losses)                            
      from security transactions                                             1,666,787                    (1,791,659)
    Unrealized appreciation on investments                                   2,788,549                      3,186,750
                                                                           -----------                    -----------
                                                                           $28,922,915                    $27,766,076
                                                                           ===========                    ===========
</TABLE>                                                                 


The accompanying notes to financial statements are an integral part hereof.
<PAGE>   9
GINTEL ERISA FUND Condensed Financial Information (Per Share Income and Capital
Changes*)                                                            (Unaudited)



<TABLE>
<CAPTION>
                                                                                 Year Ended December 31
                                    Six Months        --------------------------------------------------------------------------
                                   Ended 6/30/96        1995                   1994                   1993                  1992

- --------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>        <C>                    <C>                    <C>                  <C>
Net Asset Value,
    Beginning of Year                 $28.41          $22.70                 $29.41                 $35.38               $31.49

Income from
    Investment Operations
      Net investment income              .22             .27                    .45                    .41                  .57
      Net realized and unrealized
        gain (loss) on securities       3.35            5.77                  (6.71)                  1.42                 3.96 
- --------------------------------------------------------------------------------------------------------------------------------
    Total from Investment Income        3.57            6.04                  (6.26)                  1.83                 4.53 
- --------------------------------------------------------------------------------------------------------------------------------

Less:  Distributions
     Net investment income                --             .33                    .45                    .41                  .57
     Capital gains                        --              --                     --                   7.39                  .07 
- --------------------------------------------------------------------------------------------------------------------------------
Total Distributions                       --             .33                    .45                   7.80                  .64 
- --------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period        $31.98          $28.41                 $22.70                 $29.41               $35.38 
=================================================================================================================================

Total Return                           12.6%           26.6%                 -21.3%                   5.4%                14.4% 
- --------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net assets, end of period        $28,922,915     $27,766,076            $30,052,173            $51,094,426          $56,380,619

Ratio of operating expenses to
  average net assets (Note D)           2.3%**          2.5%**                 2.6%**                 2.2%**               1.7%
Ratio of net investment
  income to average net assets          2.0%            0.9%                   1.4%                   1.0%                 1.5%
Portfolio turnover rate                54.1%           52.7%                 104.4%                  99.3%                79.8%
Shares outstanding, end of period    904,500         977,447              1,323,836              1,737,287            1,593,610
</TABLE>

*   The above per share information is based upon a daily average of shares
    outstanding.
**  The Fund's expense ratio includes brokerage commissions on portfolio
    transactions paid for under the Fund's Administrative Services fee, and,
    therefore, may appear higher than those of other mutual funds as well as
    for the Fund in prior years.  Other mutual funds do not include brokerage
    commissions in their operating expenses, but instead add them to the cost
    of securities purchased or deduct them from the proceeds of securities
    sold.


The accompanying notes to financial statements are an integral part hereof.
<PAGE>   10
GINTEL ERISA FUND Notes to Financial Statements                    June 30, 1996
                                                                     (Unaudited)


(NOTE A) -- ORGANIZATION:

The Gintel ERISA Fund (the "Fund") is a Massachusetts business trust formed
under the laws of the Commonwealth of Massachusetts with authority to issue an
unlimited number of shares of beneficial interest.

(NOTE B) -- SIGNIFICANT ACCOUNTING POLICIES:

1.  Security Valuation:

Investments in securities are valued at the last reported sales price on the
last business day of the period, or in the absence of a recorded sale, at the
mean of the closing bid and asked price on that date.  Short-term investments
are valued at cost which approximates market value.

2.  Federal Income Taxes:

It is the Fund's policy to comply with the requirements of the Internal Revenue
Code applicable to regulated investment companies and to distribute
substantially all of its taxable income and long-term gains to its
shareholders.  Therefore, only  a nominal Federal income tax provision is
required.

3.  Other:

As is common in the industry, security transactions are accounted for on the
trade date.  Dividend income and distributions to shareholders are recorded on
the ex-dividend date.

Realized gain or loss on security transactions is determined on the basis of
first-in, first-out or specific identification.

(NOTE C) -- INVESTMENT ADVISORY AGREEMENT:
The Fund has entered into an Investment Advisory Agreement with Gintel Equity
Management, Inc., a related party, which provides for an annual fee of 1% to be
paid quarterly, based on the daily value of  the Fund's net assets during the
preceding quarter. The fee will be reduced for any fiscal year, if the Fund's
expenses, as defined, exceed certain limitations.

(NOTE D) -- ADMINISTRATIVE SERVICES AGREEMENT:
The Fund entered into an Administrative Services Agreement dated April 1, 1993,
which provides that in consideration for the services provided by Gintel & Co.,
the Fund's Distributor and a related party, and the payment by the Distributor
of substantially all of the Fund's expenses previously paid by the Fund
directly, including but not limited to brokerage commissions and operating
expenses (but excluding the Investment Advisor's fees, the fees paid to
non-interested Trustees, certain transaction costs, interest, taxes and
extraordinary expenses), the Distributor will receive a fee payable at the
beginning of each quarter based on average daily net assets during the
preceding quarter, at an annual rate of 1.25% of the first $50 million of the
average daily net assets of the Fund, 1.125% of the next $50 million of the
average daily net assets and 1.0% of the average daily net assets in excess of
$100 million.
<PAGE>   11
GINTEL ERISA FUND  Notes to Financial Statements -- continued      June 30, 1996
                                                                     (Unaudited)


<TABLE>
<S>                                                                   <C>
(NOTE E) -- OTHER MATTERS:

1.  Investments
Unrealized appreciation at June 30, 1996                               $5,402,522
Unrealized depreciation at June 30, 1996                              (2,613,973)
                                                                      -----------
                                                                       $2,788,549
                                                                      ===========

FOR THE SIX MONTHS ENDED JUNE 30, 1996
Purchases of securities other than short-term investments              $6,475,209
Sales of securities other than short-term investments                 $12,748,829
</TABLE>


2.  Capital Stock: (in shares)



<TABLE>
<CAPTION>
                                                                 SIX MONTHS ENDED               YEAR ENDED
                                                                    JUNE 30, 1996        DECEMBER 31, 1995
                                                                    -------------        -----------------
<S>                                                                      <C>                     <C>
Shares issued                                                               7,876                   10,686
Shares reinvested                                                            --                     11,305
Shares repurchased                                                       (80,823)                (368,380)
                                                                         --------                ---------
       Net decrease                                                      (72,947)                (346,389)
                                                                         ========                =========
</TABLE>
<PAGE>   12
GINTEL ERISA FUND TRUSTEES AND OFFICERS

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

<TABLE>
<S>                                <C>
Robert M. Gintel                   Chairman, Trustee, and Chief Executive Officer
                                   Chairman and Chief Executive Officer, Gintel Equity Management, Inc.;
                                   Senior Partner, Gintel & Co. Limited Partnership; Chairman and Director,
                                   Oneita Industries; Vice Chairman and Director, XTRA Corporation;
                                   Chairman, Trustee, and Chief Executive Officer, Gintel Fund.

Thomas H. Lenagh                   Trustee
                                   Financial Consultant; formerly Chairman and Chief Executive Officer
                                   of Greiner Engineering Co.; Director, Adams Express Co., USLife Corp.,
                                   ICN Biomedics, Inc., SCI Systems, Inc., Irvine Sensors Corp., CML
                                   Inc., Clemente Global, Rexhall Inc.; Trustee, Gintel Fund.

Francis J. Palamara                Trustee
                                   Business Consultant; previously Director and Executive Vice President
                                   of ARA Services, Inc.; formerly Executive Vice President and Chief
                                   Operating Officer of the New York Stock Exchange, Inc.; Director,
                                   Glenmede Fund, XTRA Corporation, Central Tractor Farm & Country;
                                   Trustee, Gintel Fund.

Russel R. Taylor                   Trustee
                                   Associate Professor of Management and Marketing, Director of H.W.
                                   Taylor Institute of Entrepreneurial Studies, College of New Rochelle;
                                   Founder of Russel Taylor, Inc.; Trustee, Gintel Fund.

Stephen G. Stavrides               Trustee, President, and Treasurer
                                   President, Gintel Equity Management, Inc.; General Partner and Chief
                                   Operating Officer, Gintel &  Co. Limited Partnership; Trustee, President,
                                   and Treasurer, Gintel Fund.

Donna K. Grippe                    Secretary and Assistant Treasurer

                                   INVESTMENT ADVISOR                         GINTEL GROUP
                                   Gintel Equity Management, Inc.             c/o Mutual Funds Service Company
                                   6 Greenwich Office Park                    P. O. Box 2798
                                   Greenwich, CT  06831-5197                  Boston, MA  02208-2798
                                   203 622-6400                               800 344-3092
</TABLE>


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