<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 22
File No. 811-1144
THE FINANCE COMPANY OF PENNSYLVANIA
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(Exact Name of Registrant as Specified in Charter)
226 Walnut Street, Philadelphia, Pennsylvania 19106
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(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: 215-351-4778
------------
Mr. Charles Mather, III, President
226 Walnut Street
Philadelphia, Pennsylvania 19106
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(Name and Address of Agent for Service)
<PAGE> 2
THE FINANCE COMPANY OF PENNSYLVANIA
CONTENTS OF FORM N-1A
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<TABLE>
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Page
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<S> <C> <C>
PART A INFORMATION REQUIRED IN A PROSPECTUS
Item 1. Cover Page 3
Item 2. Synopsis 3
Item 3. Supplementary Financial Information 3
Item 4. General Information and History 3
Item 5. Management of the Company 4
Item 6. Capital Stock 4
Item 7. Purchase of Securities Being Offered 4
Item 8. Redemption or Repurchase 4
Item 9. Pending Legal Proceedings 4
PART B INFORMATION REQUIRED IN A STATEMENT OF
ADDITIONAL INFORMATION
Item 10. Statement of Additional Information 5
Item 11. Table of Contents 5
Item 12. General Information and History 5
Item 13. Investment Objectives and Policies 5-7
Item 14. Management of the Company 7
Item 15. Control Persons and Principal Holders
of Securities 8
Item 16. Investment Advisory Services 8
Item 17. Brokerage Allocation 8-9
Item 18. Capital Stock 9
Item 19. Purchase, Redemption and Pricing
of Securities Being Offered 9-10
Item 20. Tax Status 10
Item 21. Underwriters 10
Item 22. Calculation of Yield Quotations of Money
Market Funds 10
Item 23. Financial Statements and Independent Auditors'
Report 11-22
PART C OTHER INFORMATION
Item 24. Financial Statements and Exhibits 23
Item 25. Persons Controlled by or Under Common Control 23
Item 26. Number of Holders of Securities 23
Item 27. Indemnification 23-24
Item 28. Business and Other Connections of
Investment Adviser 24
Item 29. Principal Underwriters 24
Item 30. Location of Accounts and Records 24
Item 31. Management Services 24
Item 32. Undertakings 24
SIGNATURES 25
EXHIBIT INDEX 26
</TABLE>
<PAGE> 3
THE FINANCE COMPANY OF PENNSYLVANIA
FORM N-1A
PART A
ITEM 1. Cover Page (Prospectus Only) - INAPPLICABLE
ITEM 2. Synopsis (Prospectus Only) - INAPPLICABLE
ITEM 3. Supplementary Financial Information - INAPPLICABLE
ITEM 4. General Information and History
General Information
Registrant was organized as a corporation by a special act of the
General Assembly of the Commonwealth of Pennsylvania, approved
May 12, 1871.
Development of Business
Registrant until December 29, 1961, carried on its business under
a special charter granted by the General Assembly of the
Commonwealth of Pennsylvania, approved May 12, 1871. It was
until December 29, 1961, engaged in the business of banking; it
also held certain investments and parcels of real estate. On
December 29, 1961, Registrant filed Articles of Amendment with
the Bureau of Corporations, Commonwealth of Pennsylvania,
amending its charter in its entirety and providing in substance
that Registrant henceforward will have as its principal purpose
that of an investment company, and on that date an agreement with
the Secretary of Banking of the Commonwealth of Pennsylvania was
entered into under which the Commonwealth recognized that the
Registrant was no longer engaged in the banking business.
Subclassification of Registrant
(a) - Registrant is an open-end investment company.
(b) - Registrant operates as a nondiversified investment
company.
The objective or objectives of the Company are: to own, purchase
and sell securities of business enterprises of any nature
whatsoever; to own, hold, use, purchase and sell real and
personal property of any nature whatsoever as principal and not
as agent; and to carry on the business of an open-end investment
company, as defined under the provisions of the Pennsylvania
Business Corporation Law, (as in effect on December 29, 1961).
The authority to make, alter, amend or repeal these objectives
shall be vested in the Board of Directors, subject always to the
power of the stockholders to change such action.
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<PAGE> 4
ITEM 5. Management of the Company
The Directors of the Company consist of five individuals, three
of whom are not "interested persons" of the Company as defined in
the Investment Company Act of 1940. The Directors of the Company
are responsible for the overall supervision of the operations of
the Company and perform the various duties imposed on the
Directors of investment companies by the Investment Company Act
of 1940.
The Company's investment adviser is Cooke & Bieler, Inc.,
Philadelphia, Pennsylvania 19102. Cooke & Bieler, Inc. is
retained to furnish reports, statistical and research services,
and advice and recommendations with respect to the Company's
portfolio of securities and investments. Cooke & Bieler, Inc. is
paid an annual fee equal to .5% of monthly portfolio value less
the value of certain investments.
United Missouri Bank, N.A. is the Company's Custodian. The
Company acts as its own transfer agent, dividend paying agent,
and registrar.
Total expenses for the Company during 1997 were $415,959 or .78%
of average net assets.
ITEM 6. Capital Stock
The authorized capital stock of the Company consists of 232,000
shares of capital stock, par value $10 each. Each share has
equal dividend, distribution and liquidation rights. All
dividends and distributions are payable in cash. Each holder of
capital stock has one vote for each share held. Voting rights
are cumulative for directors. The registrant met the
requirements of Subchapter M of the Internal Revenue Code during
the last fiscal year and does not anticipate any change in such
status. The Company has adopted the policy of paying out in
dividends each year substantially all net investment income. The
Company pays the applicable Federal capital gains tax for
shareholders and retains the net balance for reinvestment, except
to the extent that such gains are considered distributed to
redeeming shareholders. Shareholder inquiries should be directed
to the Company by writing or telephoning the Company at the
address or telephone number indicated on the cover of this
statement.
ITEM 7. Purchase of Securities Being Offered
INAPPLICABLE
ITEM 8. Redemption or Repurchase
Shares of the Company may be redeemed by mail by writing directly
to the Company. The redemption request must be signed exactly as
the shareholder's name appears on the form of registration and
must include the account number. If shares are owned by more
than one person, the redemption request must be signed by all
owners exactly as their names appear in the registration. Stock
certificates must be tendered along with the signed redemption
request. Shares are generally redeemed for cash, but under certain
circumstances may be redeemed in kind.
ITEM 9. Pending Legal Proceedings
None
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<PAGE> 5
PART B
ITEM 10. Statement of Additional Information
The Finance Company of Pennsylvania is a nondiversified, open-end
investment company which seeks long-term appreciation of its
shareholders' capital.
The Company does not sell shares in its Fund. The Company does,
however, hold itself ready to redeem any of its outstanding
shares at net asset values as determined on the day of final
tender of the shares or on the next day on which the New York
Stock Exchange is open.
<TABLE>
<CAPTION>
ITEM 11. Table of Contents Page
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<S> <C>
Investment Objectives and Policies 5-7
Management of the Company 7
Investment Advisory Services 8
Brokerage Allocation 8-9
Capital Stock 9
Purchase, Redemption and Pricing of Securities Being Offered 9-10
Tax Status 10
Financial Statements and Independent Auditors' Report 11-22
</TABLE>
ITEM 12. General Information and History
INAPPLICABLE
ITEM 13. Investment Objectives and Policies
In addition to the investment objectives and policies set forth
under Item #4 of Part A, the Company has adopted the following
policies relating to the investment of its assets and its
activities, which are fundamental policies and may not be changed
without the approval of the holders of a majority of the
Company's outstanding voting securities as defined in the
Investment Company Act of 1940.
Fundamental Policies of the Registrant
(a) - The issuance of senior securities: the Registrant has not
issued any senior securities, and it does not propose to
issue any senior securities.
(b) - The borrowing of money: the Registrant has not borrowed
money, and it does not propose to borrow money.
(c) - The underwriting of securities of other issuers: the
Registrant has not underwritten securities of other
issuers, and it does not propose to underwrite securities
of other issuers.
- 5 -
<PAGE> 6
(d) - The concentration of investments in particular industries:
Consistent with its policy to diversify its investments
among various industries, the Registrant will nonetheless
concentrate its investments in the banking industry.
Registrant has held shares of PNCBank Corp. for many years
but has no intention of increasing the number of shares it
owns. Because of the growth in the market value of the
PNCBank stock relative to the market value of its other
holdings, PNCBank represented as of the end of its most
recent year more than 25% of the assets in its portfolio.
On this basis alone, the Registrant may be deemed to be
concentrating in the banking industry. Registrant may
determine that attractive opportunities exist to purchase
securities in other banking organizations. In no event,
however, will the Registrant invest more than 50% of its
assets at any time in the banking industry.
(e) - The purchase and sale of commodities or commodity
contracts: the Registrant has neither purchased nor sold
commodities or commodity contracts, nor does it propose to
do so in the future.
(f) - Other fundamental policies: Registrant reserves freedom
of action to, and from time to time, may invest in any
type of security or property whatever, to the extent
permitted by law. It is the policy of Registrant to
engage as its principal activity in the business of
investing and reinvesting its capital in a widely
diversified portfolio of securities with a view to holding
those which appear to offer sound possibilities of current
income and future growth of principal.
Registrant may write call options on securities it owns, up
to 5% of its total assets. A call option on a security
gives the purchaser of the option the right to buy, and the
writer of the option the obligation to sell, the underlying
security at any time during the option period. The premium
paid to the writer is the consideration for undertaking the
obligations under the option contract. The initial purchase
(sale) of an option contract is an "opening transaction."
In order to close out an option position, Registrant may
enter into a "closing transaction," which is simply the
sale (purchase) of an option contract on the same security
with the same exercise price and expiration date as the
option contract originally opened. If Registrant is unable
to effect a closing transaction with respect to an option
it has written, it will not be able to sell the underlying
security until the option expires or Registrant delivers
the security upon exercise.
Registrant may write covered call options as a means of
increasing the yield on its assets and as a means of
providing limited protection against decreases in its
market value. When Registrant sells an option, if the
underlying securities do not increase or decrease to a
price level that would make the exercise of the option
profitable to the holder thereof, the option generally will
expire without being exercised, and Registrant will realize
as profit the premium received for such option. When a call
option written by Registrant is exercised, Registrant will
be required to sell the underlying securities to the option
holder at the strike price, and will not participate in any
increase in the price of such securities above the strike
price.
Except as described above as to covered call options,
Registrant will not write or purchase options, including
puts, calls, straddles, spreads or any combination thereof.
Nor will Registrant purchase or sell commodities, commodity
contracts, oil, gas or mineral exploration or development
programs, or real estate (although investments in
marketable securities or companies engaged in such
activities are not precluded in this restriction).
To the extent that Registrant presently owns securities of
various corporations, it is its policy to retain those
investments, adding to them if deemed advisable by the Board of
Directors, so long as they appear to meet the criteria set forth
above.
Policies with Respect to Security Investments
(a) - Registrant may invest in bonds, preferred stocks and
common stocks of other issuers. It reserves the right to
invest in such securities in any proportion deemed
advisable by its Board of Directors.
(b) - Registrant may invest no more than 25% of its assets in
the securities of any one issuer.
(c) - It is not the present policy of Registrant to invest in
companies for the purpose of exercising control or
management.
(d) - Registrant reserves the right to invest in securities of
other investment companies if deemed advisable by its
Board of Directors.
(e) - Registrant has no restrictions upon portfolio turnover of
its investments. However, it is not Registrant's policy
to engage in portfolio transactions with the objective of
seeking profits from short-term trading. It does reserve
the right, if deemed advisable or necessary by its Board
of Directors, to sell any asset at any time, regardless of
the holding period.
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<PAGE> 7
(f) - The charter of Registrant sets forth its powers and
purposes, in their entirety, as follows:
"The purpose or purposes of the corporation are: To own,
purchase and sell securities of business enterprises of
any nature whatsoever; to carry on the business of an
investment company; and to own, hold, use, purchase and
sell real and personal property of any nature
whatsoever; provided that this corporation shall not
engage in the business of banking or in any activity
other than those permitted to corporations incorporated
under the Pennsylvania Business Corporation Law."
ITEM 14. Management of the Company
Listed below are the Directors of the Company and the date at
which they first became a Director of the Company. The persons
indicated by the * are Directors who are or may be deemed to be
"interested persons" of the Company as defined in the Investment
Company Act of 1940.
<TABLE>
<CAPTION>
Name and Year
He First Became
a Director Principal Occupation
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Charles E. Mather, III* President of the Company; he is President and Director of Mather &
1981 Co. (insurance brokers), with which he has been associated for more
than five years; he is also a Director of Quaker City Insurance Co.,
American Shipbuilders and Shipowners Mutual Assurance Company,
Christiana Bank & Trust Company, Greenville, DE and Addison Capital
Shares, Inc., an investment company. He is 63 years old.
Frank A. Wood, Jr.* Secretary/Treasurer of the Company; retired as Vice President,
1975 Provident National Bank on August 1, 1986, with which he had been
associated for more than five years; President and Director,
Pennsylvania Warehousing and Safe Deposit Company, an
affiliate as defined in the Investment Company Act of 1940. He is
77 years old.
Jonathan D. Scott Senior Vice President, PNC Bank Corp., with which he has been
1990 associated since June 1985; he is also a Director of the Pennsylvania
Warehousing and Safe Deposit Company. He is 45 years old.
Herbert S. Riband, Jr. Partner in the Law firm Saul, Ewing, Remick & Saul since 1971. He is
1994 61 years old.
Shaun F. O'Malley Chairman Emeritus Price Waterhouse LLP; retired June 30, 1995 as Chairman
1996 of Price Waterhouse World Organization and U.S. Firm, with which he had
been associated for more than five years; Director of Philadelphia
Contributionship. He is 62 years old.
</TABLE>
The Company pays each Director who is not a salaried officer an annual fee and a
fee for each meeting of the Board and each meeting of the Executive Committee
and Audit Committee actually attended. Aggregate remuneration for all officers
and directors as a group (7 persons) during the year was $149,950, including
$41,500 paid to directors who were not salaried officers of the Company. The
Company rented office space from Mr. Mather's employer, Mather & Co., for an
annual rent of $5,100. The Board, with Mr. Mather abstaining, approved such
rental payments as being in the Company's best interests.
The aggregate compensation paid by the Company to each of its directors for the
fiscal year ended December 31, 1997 is set forth in the table below. None of the
Company's directors is a director of any other investment company in a "fund
complex" with the Company (that is, an investment company that receives
investment advisory services from the Company's investment adviser or any
affiliated person of the Company's investment adviser).
<TABLE>
<CAPTION>
NAME AGGREGATE COMPENSATION
FROM THE COMPANY
<S> <C>
Charles E. Mather III $ 0*
Frank A. Wood, Jr. $ 11,025
Jonathan D. Scott $ 9,775**
Herbert S. Riband, Jr. $ 9,150
Shaun F. O'Malley $ 11,550
</TABLE>
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* Mr. Mather receives no compensation for serving as director of the
Company. Mr. Mather's salary for serving as President of the Company
was less than $60,000 for the fiscal year ended December 31, 1997.
** Mr. Scott's compensation is paid to his employer.
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<PAGE> 8
ITEM 15. Control Persons and Principal Holders of Securities
INAPPLICABLE
ITEM 16. Investment Advisory Services
The Company's Investment Adviser, Cooke & Bieler, Inc., is
retained to furnish reports, statistical and research services,
and advice and recommendations with respect to the Company's
portfolio of securities and investments. Investment decisions
are made by the Company. Cooke & Bieler, Inc. is not a broker
and therefore the Investment Advisory Contract provides that,
with the approval of the Company's management, Cooke & Bieler,
Inc. may select such brokers, from time to time, as may appear to
be in the best interest of the Company.
The Investment Advisory Contract, unless terminated, continues
until April 30 of each year, provided that such continuance is
specifically approved at least annually either by the Board of
Directors of the Company or by the vote of a majority of the
Company's outstanding shares and, in either case, by the vote of
a majority of the Company's directors who are not parties to the
contract or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval.
The contract may be terminated at any time without penalty by
either party on sixty (60) days' written notice and will
automatically terminate in the event of any assignment. No
director of the Company is an interested party of Cooke & Bieler,
Inc.
Under the contract the Company agrees to pay monthly to the
Investment Adviser a fee equal to one-twelfth (1/12) of fifty one
hundredths of one percent (.5%) of the monthly portfolio value of
the Company (an aggregate of fifty one hundredths of one percent
(.5%) per year), it being agreed that in the determination of
monthly portfolio value, there shall not be included the holdings
of the Company in PNC Bank Corp. (formerly PNC Financial
Corporation), Pennsylvania Warehousing & Safe Deposit Company and
Penn Virginia Corporation, their successors, United States
Treasury Notes and Bonds, and such other holdings as may be
mutually agreed upon by the Company and the Investment Adviser.
The exclusion of these holdings is appropriate as they are all
holdings either without any regular trading market or without an
active regular market and/or with respect to each of which the
officers and directors have particularly close knowledge.
The total dollar amount paid by the Company under the investment
advisory contract for the last three years was $88,647, $100,026
and $119,670.
ITEM 17. Brokerage Allocation
During the past year the Company had transactions in the ordinary
course of business with respect to its investments. Brokerage
commissions in connection with the purchase and sale of
securities for the Company's portfolio during the years 1995,
1996 and 1997 amounted to $5,930, $7,275, and $12,836
respectively. The Company has been advised that certain brokers
who receive commissions from the Company in connection with such
transactions make statistical and research services available to
the Investment Adviser. Such services consist of items such as
basic reports on specific companies, quarterly updates on
specific companies, statistical analyses of a specific industry,
reports on the outlook for a particular industry, economic
analyses of the domestic and foreign economies and analyses of
standard portfolios (for example, diversification and beta
factors) and reports of economic statistics. To the extent that
they have value, these services may benefit not only the Company
but also the Investment
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<PAGE> 9
Adviser and its other clients. However, the expenses of the
Company will not necessarily be reduced as a result of the
receipt of such services. The Company has been further advised
that it is the policy of the Investment Adviser to recommend for
transactions of the Company those brokers who in its judgment
will provide the best price and execution. In reaching its
decision, the Investment Adviser considers such factors as the
rate of commission to be paid by the Company with rates paid by
other institutional investors, the price of the security, the
size, type and difficulty of the transaction and the brokers'
general execution and operational facilities. Consistent with
the overall policy of obtaining the best price and execution, the
Company may from time to time pay brokerage commissions in excess
of those which another broker might have charged in effecting the
same transaction in recognition of the value of research services
provided by the broker. For the years 1995, 1996 and 1997, the
Company paid aggregate brokerage commissions of $5,930, $7,275
and $12,836.
ITEM 18. Capital Stock
In addition to the information set forth under Item #6 of Part A,
the following information applies to the capital stock authorized
by the Company:
Capital Stock
Common stock (only class)
(1) Dividend rights: each share has equal dividend rights,
such rights to be determined by the Board of Directors.
(2) Voting rights: one vote per share, cumulative for
directors.
(3) Liquidation rights: each share has equal liquidation
rights, pro rata, after payment of all liabilities.
(4) Preemptive rights: holders shall have preemptive rights
in any issue for cash.
(5) Conversion rights: none.
(6) Redemption provisions: See Item #8 of Part A.
(7) Sinking fund provisions: none.
(8) Liability to further calls or assessment: none.
ITEM 19. Purchase, Redemption and Pricing of Securities Being Offered
The redemption price for shares upon written request will be the
net asset value per share as next computed after receipt of such
request in good order by Registrant. Payment for shares redeemed
will be made typically within several days after receipt, if in
good order, but no later than seven days after the valuation date.
Shares are generally redeemed for cash, but under certain
circumstances may be redeemed in kind. In either event, the
redemption will be a taxable event to a shareholder, and thus
could result in a capital gain, capital loss, or, in certain
cases, ordinary income to the shareholder. Shareholders are urged
to consult their tax advisors as to the tax consequences of the
redemption in their particular circumstances.
Registrant may follow the practice of distributing selected
appreciated securities to meet redemptions of certain shareholders
and may, within certain limits, use the selection of securities
distributed to meet such redemptions as a tax efficient management
tool. By distributing appreciated securities Registrant can reduce
its position in such securities without realizing capital gains.
Since Registrant does not distribute its shares, the distribution
of portfolio securities also enables Registrant to avoid the
forced sales of securities to raise cash for meeting redemptions.
Registrant intends to adopt a policy of meeting shareholder
redemptions in part through the distribution of readily marketable
securities. Such a policy would only be adopted after giving
notice to the shareholders. A redeeming shareholder of Registrant
who received securities would incur no more or less taxable income
than if the redemption had been paid in cash.
Registrant will only distribute readily marketable securities,
which would be valued pursuant to Registrant's valuation
procedures. However, such a shareholder will incur brokerage
charges and other costs and may be exposed to market risk in
selling the distributed securities.
The net asset value per share is computed by dividing the total
value of the assets of the Fund, less its liabilities, by the
total number of outstanding shares. Computations are made in
accordance with generally accepted accounting principles, valuing
each listed security at its last sale price on the day on which
the determination is made, or if no price is available, the latest
bid price is used. Securities traded over-the-counter are valued
at the mean of the latest available bid and asked prices.
Securities for which quotations are not readily available,
restricted securities and other assets are valued at fair value as
determined in good faith by the Board of Directors.
Registrant does not offer shares for purchase.
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<PAGE> 10
ITEM 20. Tax Status
The Company has elected to be taxed as a regulated investment
company meeting the requirements of the Internal Revenue Code.
As such, the Company has adopted the policy of paying out in
dividends each year substantially all net investment income.
Consistent with existing policy, the Company is paying the
applicable Federal capital gains tax for shareholders and
retaining the net balance for reinvestment, except to the extent
that such gains are considered to have been distributed to
redeeming shareholders.
ITEM 21. Underwriters
INAPPLICABLE
ITEM 22. Calculation of Yield Quotations of Money Market Funds
INAPPLICABLE
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<PAGE> 11
[DELOITTE & TOUCHE LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders
of The Finance Company of Pennsylvania:
We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments, of The Finance Company of Pennsylvania
as of December 31, 1997, the related statement of operations for the year then
ended, the statements of changes in net assets for the years ended December 31,
1997 and 1996, and the condensed financial information for each of the years in
the five-year period ended December 31, 1997. These financial statements and the
condensed financial information are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and the condensed financial information 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 the condensed
financial information 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 December 31, 1997 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, such financial statements and condensed financial
information present fairly, in all material respects, the financial position of
The Finance Company of Pennsylvania at December 31, 1997, the results of its
operations, the changes in its net assets, and the condensed financial
information for the respective stated periods in conformity with generally
accepted accounting principles.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
January 22, 1998
11
<PAGE> 12
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1997
<TABLE>
<S> <C>
ASSETS
INVESTMENTS-AT MARKET OR FAIR VALUE (NOTE 1):
U.S. TREASURY NOTES (IDENTIFIED COST
$3,897,843)................................... $ 4,017,484
MUTUAL FUNDS & OTHER SHORT-TERM INVESTMENTS
(IDENTIFIED COST $6,058,942)............... 6,080,475
COMMON STOCKS (IDENTIFIED COST $9,248,291)
INCLUDING AFFILIATE (NOTE 2)............... 50,930,777
-----------
TOTAL INVESTMENTS..................... 61,028,736
CASH.................................................. 25,069
ACCRUED INTEREST AND DIVIDENDS RECEIVABLE............. 223,049
PREPAID EXPENSES...................................... 17,184
OTHER ASSETS.......................................... 1,350
-----------
TOTAL................................. 61,295,388
-----------
LIABILITIES
DIVIDENDS PAYABLE (NOTE 6)............................ 969,025
ACCRUED EXPENSES AND TAXES (NOTE 1)................... 962,909
-----------
TOTAL................................. 1,931,934
-----------
NET ASSETS
NET ASSETS (WITH INVESTMENTS AT MARKET OR FAIR VALUE)
EQUIVALENT TO $1,052.11 PER SHARE ON 56,423
SHARES OF $10 PAR VALUE CAPITAL STOCK OUTSTANDING
AT DECEMBER 31, 1997 (AUTHORIZED 232,000
SHARES).......................................... $59,363,454
===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
12
<PAGE> 13
PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1997
U.S. TREASURY OBLIGATIONS -- 6.58%
<TABLE>
<CAPTION>
Aggregate
Quoted
Principal Identified Market Price
Amount Cost (Note 1)
- --------- ---------- ------------
<C> <S> <C> <C>
900,000 U.S. TREASURY NOTES 8 7/8% DUE
2/15/99.................... $ 900,374 $ 930,656
700,000 U.S. TREASURY NOTES 7 3/4% DUE
1/31/00.................... 699,524 728,000
1,000,000 U.S. TREASURY NOTES 7 7/8% DUE
8/15/01.................... 1,041,274 1,068,750
750,000 U.S. TREASURY NOTES 6 3/8% DUE
8/15/02.................... 758,973 768,984
500,000 U.S. TREASURY NOTES 6 1/2% DUE
5/15/05.................... 497,698 521,094
---------- ------------
TOTAL GOVERNMENT SECURITIES..... 3,897,843 4,017,484
---------- ------------
MUTUAL FUNDS AND OTHER SHORT-TERM
SECURITIES -- 9.96%
</TABLE>
<TABLE>
<CAPTION>
Face
Value/
Principal
Amount
- ---------
<C> <S> <C> <C>
1,000,000 U.S. TREASURY NOTES 9 1/4%
DUE 8/15/98................ $1,000,030 $1,021,563
26,087 TREASURY TRUST FUND............. 26,087 26,087
2,211,954 FEDERAL TRUST FUND.............. 2,211,954 2,211,954
2,820,870 FED FUND........................ 2,820,871 2,820,871
---------- ------------
TOTAL........................... 6,058,942 6,080,475
---------- ------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
13
<PAGE> 14
PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1997
COMMON STOCKS -- 83.46%
<TABLE>
<CAPTION>
Aggregate
Quoted
Number Identified Market Price
of Shares Cost (Note 1)
- --------- ---------- ------------
<C> <S> <C> <C>
PETROLEUM AND MINING -- 7.03%
32,000 EXXON CORP...................... $ 91,444 $ 1,958,000
20,000 MOBIL CORP. .................... 62,715 1,443,750
30,000 PENN VIRGINIA CORP. ............ 22,382 885,000
---------- ------------
TOTAL........................... 176,541 4,286,750
---------- ------------
BANKING, INSURANCE AND FINANCIAL
HOLDING COMPANIES -- 46.20%
19,000 MARSH & MCLENNAN, INC. ......... 522,710 1,416,688
454,000 PNC BANK CORP. ................. 274,292 25,849,625
16,000 STATE STREET CORP. ............. 248,605 931,000
---------- ------------
TOTAL........................... 1,045,609 28,197,313
---------- ------------
MANUFACTURING AND DIVERSIFIED -- 17.52%
16,000 AMP, INC. ...................... 422,130 672,000
12,000 BOEING CO. ..................... 426,205 587,250
19,000 CORNING INC. ................... 509,287 705,375
29,000 DOVER CORP. .................... 261,750 1,047,625
6,000 DOW CHEMICAL CO. ............... 116,337 609,000
12,000 EMERSON ELECTRIC................ 181,980 677,250
28,500 GENUINE PARTS CO. .............. 469,072 967,219
15,000 HASBRO INC. .................... 422,456 472,500
7,000 INT'L BUSINESS MACHINES......... 363,995 732,375
8,000 INT'L FLAVORS & FRAGRANCES...... 327,606 412,000
10,000 MINNESOTA MINING & MFG. CO. .... 170,764 820,625
12,000 MOTOROLA ....................... 634,630 686,250
20,000 PALL CORP. ..................... 474,525 413,750
20,000 RUBBERMAID INC. ................ 474,275 500,000
30,000 SHERWIN WILLIAMS CO. ........... 481,800 832,500
7,500 XEROX CORP. .................... 351,150 554,062
-------------------------------- ---------- ------------
TOTAL........................... 6,087,962 10,689,781
-------------------------------- ---------- ------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
14
<PAGE> 15
PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1997
COMMON STOCKS -- CONCLUDED
<TABLE>
<CAPTION>
Aggregate
Quoted
Number Identified Market Price
of Shares Cost (Note 1)
- --------- ----------- ------------
<C> <S> <C> <C>
DRUGS AND PHARMACEUTICALS -- 4.47%
7,000 BRISTOL-MYERS SQUIBB CO. ...... $ 223,995 $ 662,375
8,000 JOHNSON & JOHNSON.............. 88,070 527,000
7,500 MERCK & CO. ................... 168,925 795,000
12,000 SCHERING-PLOUGH................ 177,585 745,500
----------- ------------
TOTAL.......................... 658,575 2,729,875
----------- ------------
COMMUNICATIONS -- 1.49%
10,000 BELL ATLANTIC CORP. ........... 178,287 910,000
----------- ------------
FOOD/RETAIL MERCHANDISING -- 2.19%
20,000 COCA-COLA CO. ................. 23,981 1,333,750
----------- ------------
INTERNATIONAL FUNDS -- 1.55%
41,203 SCUDDER IN'L EQUITY INV. TR.... 1,005,939 943,792
----------- ------------
DIVERSIFIED HOLDING -- 3.01%
732 PENNSYLVANIA WAREHOUSING AND
SAFE DEPOSIT COMPANY (NOTE
2)........................ 71,399 1,839,516
----------- ------------
TOTAL COMMON STOCKS............ 9,248,291 50,930,777
----------- ------------
TOTAL INVESTMENTS.............. $19,205,076 $61,028,736
=========== ============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
15
<PAGE> 16
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
INCOME:
DIVIDENDS (INCLUDING DIVIDENDS FROM
AFFILIATE -- NOTE 2).................... $ 1,455,709
INTEREST..................................... 404,221
-----------
TOTAL................................... 1,859,930
EXPENSES:
COMPENSATION................... $ 108,450
TAXES OTHER THAN INCOME
TAXES........................ 23,306
DIRECTORS' FEES (NOTE 5)....... 41,500
INVESTMENT ADVISORY FEES
(NOTE 5)..................... 119,670
LEGAL.......................... 4,745
AUDITING & ACCOUNTING.......... 44,975
CUSTODIAN...................... 15,730
INSURANCE...................... 21,023
OTHER OFFICE AND
ADMINISTRATIVE............... 36,560
-----------
TOTAL................................... 415,959
-----------
NET INVESTMENT INCOME.............................. 1,443,971
-----------
REALIZED AND UNREALIZED GAIN ON
INVESTMENTS (NOTE 3):
REALIZED GAIN FROM SECURITY
TRANSACTIONS
(EXCLUDING SHORT-TERM
INVESTMENTS):
PROCEEDS FROM SALES............ $ 6,050,627
COST OF SECURITIES SOLD........ 3,371,911
-----------
NET REALIZED GAIN....................... 2,678,716
UNREALIZED APPRECIATION OF
INVESTMENTS:
AT JANUARY 1, 1997............. 30,791,626
AT DECEMBER 31, 1997........... 41,823,661
-----------
INCREASE IN NET UNREALIZED APPRECIATION............ 11,032,034
-----------
NET GAIN ON INVESTMENTS................................. 15,154,721
CAPITAL GAINS TAX PAYABLE ON BEHALF OF SHAREHOLDERS
(NOTE 1).............................................. (929,093)
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.... $14,225,628
===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
16
<PAGE> 17
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS:
NET INVESTMENT INCOME................ $ 1,443,971 $ 1,470,623
NET REALIZED GAIN ON INVESTMENTS..... 2,678,716 1,823,302
INCREASE IN NET UNREALIZED
APPRECIATION ON INVESTMENTS....... 11,032,034 4,072,102
CAPITAL GAINS TAX PAYABLE ON BEHALF
OF SHAREHOLDERS (NOTE 1).......... (929,093) (631,197)
----------- -----------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS................... 14,225,628 6,734,830
UNDISTRIBUTED INVESTMENT INCOME
INCLUDED IN PRICE OF SHARES
REDEEMED.......................... (10,922) (2,860)
REALIZED GAIN FROM SECURITY
TRANSACTIONS INCLUDED IN PRICE OF
SHARES REDEEMED................... (24,166) (4,509)
DIVIDENDS TO SHAREHOLDERS FROM NET
INVESTMENT INCOME................. (1,433,374) (1,482,730)
CAPITAL SHARE TRANSACTIONS:
(EXCLUSIVE OF AMOUNTS ALLOCATED TO
INVESTMENT INCOME AND NET REALIZED
GAIN FROM SECURITY TRANSACTIONS)
(NOTE 1):
COST OF SHARES OF CAPITAL STOCK
REDEEMED..................... (1,163,998) (181,342)
----------- -----------
TOTAL INCREASE IN NET ASSETS......... 11,593,168 5,063,389
NET ASSETS:
BEGINNING OF YEAR.................... 47,770,286 42,706,897
----------- -----------
END OF YEAR [INCLUDING UNDISTRIBUTED
NET INVESTMENT LOSS OF ($269,456)
AND ($269,130) RESPECTIVELY]...... $59,363,454 $47,770,286
=========== ===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
17
<PAGE> 18
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
1. SIGNIFICANT ACCOUNTING POLICIES
The Company is registered under the Investment Company Act of 1940, as
amended, as a regulated open-end investment company. On April 21, 1964, the
stockholders approved amendments to the Articles of Incorporation whereby, since
that date, the Company has held itself ready to redeem any of its outstanding
shares at net asset value. Net asset value for redemptions is determined at the
close of business on the day of formal tender of shares or the next day on which
the New York Stock Exchange is open. Transactions in capital stock were as
follows:
<TABLE>
<CAPTION>
Number Aggregate
of Shares amount
--------- ----------
<S> <C> <C>
Shares redeemed:
Year Ended December 31, 1997............. 1,284 $1,199,086
Year Ended December 31, 1996............. 248 $ 188,711
</TABLE>
The following is a summary of significant accounting policies consistently
followed by the Company in the preparation of its financial statements. The
policies are in conformity with generally accepted accounting principles for
investment companies.
Portfolio Valuation
Investments are valued using published bid quotes as of December 31, 1997.
Costs used to determine realized gain or loss from securities transactions are
those of the specific securities sold. Investments in non-marketable securities
are valued at fair value as determined by the Board of Directors (see Note 2).
Federal Income Taxes
No provision has been made for Federal income taxes other than capital
gains tax because the Company has elected to be taxed as a regulated investment
company meeting certain requirements of the Internal Revenue Code. As such, the
Company is paying the applicable Federal capital gains tax for shareholders and
retaining the net balance for reinvestment, except to the extent that such gains
are considered to have been distributed to redeeming shareholders.
18
<PAGE> 19
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during the reporting
period. The Company's financial statements include amounts that are based on
management's best estimates and judgments. Actual results could differ from
those estimates.
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.
2. NON-MARKETABLE SECURITY OF AFFILIATE
There is no ready market for the below listed security. Fair value is
established by the Board of Directors of The Finance Company of Pennsylvania.
The Pennsylvania Warehousing and Safe Deposit Company is defined as an
affiliate under the Investment Company Act of 1940 in that the Company owns 5%
or more of the outstanding voting securities of such company. Further, if at the
time of public sale of any of these shares the Company would be deemed a
"control person," it would be necessary to register said shares under the
Securities Act of 1933 prior to their sale.
<TABLE>
<CAPTION>
For the
year ended
December 31, 1997 December 31,
------------------------------------- 1997
Percent Identified Fair Dividend
Shares Owned Cost Value Income
- ------- ------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
732 Pennsylvania
Warehousing
and Safe
Deposit
Company 16.92% $ 71,399 $1,839,516 $87,108
======= ========= ========== ===============
</TABLE>
19
<PAGE> 20
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
3. PURCHASES AND SALES OF SECURITIES
The aggregate cost of securities purchased, the proceeds from sales and
maturities of investments, and the cost of securities sold (excluding U.S.
Government short-term securities) for the year ended December 31, 1997 were:
<TABLE>
<CAPTION>
Historical Cost of
Cost of Proceeds from Securities
Investments Sales and Sold and
Purchased Maturities Matured
----------- ------------- -------------
<S> <C> <C> <C>
Common stocks............... $ 2,343,843 $ 5,550,627 $ 2,871,911
U.S. Treasury Notes......... 946,406 500,000 500,000
Mutual funds and other
short-term securities..... 7,819,025 5,948,934 5,948,934
----------- ------------- -------------
Total.................. $11,592,274 $11,999,561 $ 9,320,845
=========== ============== ==========
</TABLE>
4. LEASE
The Company rents office space under a lease expiring in April 1998. The
lessor Company's President also serves on the Board of Directors of the Company.
Minimum annual rental for this space is $5,100.
5. OTHER INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1997
Directors of the Company, who are not also employees, are paid a fee for
attendance at meetings of the Board of Directors and its committees.
Compensation of officers amounted to $108,450.
Investment advisory fees payable monthly to Cooke & Bieler, Inc., are based
on the monthly closing portfolio value, less the value of certain investments at
an annual rate of .5 of 1%.
6. SUBSEQUENT EVENT
A dividend from net investment income of $963,705 was declared on December
10, 1997 payable at $17.08 per share on January 30, 1998 to shareholders of
record on December 31, 1997.
20
<PAGE> 21
CONDENSED FINANCIAL INFORMATION
Selected data for each share of capital stock outstanding throughout each
period:
<TABLE>
<CAPTION>
Year Ended December 31
1997 1996 1995 1994 1993
-----------------------------------------------------
<S> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------
Investment income......... $ 32.49 $ 32.33 $ 30.77 $ 28.64 $ 27.52
Expenses.................. 7.27 6.68 5.97 5.59 5.38
--------- ------- ------- ------- -------
Net investment income..... 25.22 25.65 24.80 23.05 22.14
Dividends from net
investment
income.................. (25.33) (25.67) (26.73) (22.99) (22.09)
Net realized gain (loss)
and increase (decrease)
in unrealized
appreciation............ 224.41 90.93 170.09 (77.72) 13.19
--------- ------- ------- ------- -------
Net increase (decrease) in
net asset value......... 224.30 90.91 168.16 (77.66) 13.24
Net asset value:
Beginning of year....... 827.81 736.90 568.74 646.40 633.16
--------- ------- ------- ------- -------
End of year............. $1,052.11 $827.81 $736.90 $568.74 $646.40
========= ======= ======= ======= =======
Annual ratio of expenses
to average net assets... 0.78% 0.86% 0.89% 0.89% 0.81%
Annual ratio of net
investment income to
average net assets...... 2.68% 3.32% 3.72% 3.68% 3.34%
Annual portfolio turnover
rate.................... 10.44% 5.29% 4.67% 9.17% 9.16%
Number of shares
outstanding at end of
period
(in thousands).......... 56 58 58 .59 60
</TABLE>
See Notes to Financial Statements
21
<PAGE> 22
CHANGES IN THE PORTFOLIO OF INVESTMENTS
(EXCLUSIVE OF SHORT-TERM INVESTMENTS)
FOR THE SIX MONTHS ENDED DECEMBER 31, 1997
PURCHASES
<TABLE>
<CAPTION>
Changes Balance
During December 31,
the Period 1997
---------- ------------
Number of Shares
--------------------------
<S> <C> <C>
Boeing Co................................ 7,000 12,000
Corning Inc.............................. 2,000 19,000
Fluor Corp............................... 8,000 -0-
Motorola................................. 2,000 12,000
</TABLE>
SALES
<TABLE>
<CAPTION>
Number of Shares
--------------------------
<S> <C> <C>
Bristol-Myers Squibb Co.................. 9,000 7,000
Fluor Corp............................... 15,000 -0-
PNC Bank Corp............................ 10,000 454,000
Schering-Plough.......................... 8,000 12,000
State Street Corp........................ 8,000 16,000
</TABLE>
STOCK SPLITS
<TABLE>
<CAPTION>
Number of Shares
--------------------------
<S> <C> <C>
Dover Corp............................... 14,500 29,000
Marsh & McLennan......................... 9,500 19,000
Penn Virginia Corp....................... 15,000 30,000
</TABLE>
22
<PAGE> 23
PART C
ITEM 24. Financial Statements and Exhibits
a. Financial Statements
1) Financial Statements filed in Part B:
Independent Auditors' Report
Statement of Assets and Liabilities -
December 31, 1997
Portfolio of Investments - December 31, 1997
Statement of Operations for the
Year Ended December 31, 1997
Statements of Changes in Net Assets for the
Years Ended December 31, 1997 and 1996
Notes to Financial Statements
Condensed Financial Information
for the Five Years Ended December 31, 1997
Changes in Portfolio of Investments
for the Six Months Ended December 31, 1997
(Unaudited)
2) All required financial statements are included in
Part B hereof, all other financial statements and
schedules are inapplicable
b. Exhibits
1) See index on page 26
ITEM 25. Persons Controlled by or Under Common Control
None
ITEM 26. Number of Holders of Securities
As of December 31, 1997, there were 121 shareholders owning
56,423 shares of capital stock of the Registrant.
ITEM 27. Indemnification
Sections 1741 et seq. of the Pennsylvania Business Corporation
Law (the PBCL) provide that a business corporation may indemnify
directors and officers against liabilities they may incur in
such capacities provided certain standards are met, including
good faith and the reasonable belief that the particular action
is in, or not opposed to, the best interests of the corporation.
In general, this power to indemnify does not exist in the case
of actions against a director or officer by or in the right of
the corporation if the person entitled to indemnification shall
have been adjudged to be liable unless a court determines upon
application that the person is fairly and reasonably entitled to
indemnification despite the adjudication of liability. However,
Section 1746 of the PBCL provides that the other sections of
the law are not exclusive and that further indemnification may
be provided by by-law, agreement or otherwise except where the
act or failure to act giving rise to a claim for indemnification
is determined by a court to have constituted willful misconduct
or recklessness. The corporation is required to indemnify
directors and officers against expenses they may incur in
defending actions against themselves as such directors or
officers if they are successful on the merits or otherwise in
the defense of such actions.
The Company's By-Laws also provide indemnification to the
directors and officers of the Company to the fullest extent
permitted by law. The Company maintains, on behalf of its
directors and officers, insurance protection against certain
liabilities arising out of the discharge of their duties, as
well as insurance covering the Company for indemnification
payments made to directors and officers for liabilities.
- 23 -
<PAGE> 24
ITEM 28. Business and Other Connections of Investment Adviser
None
ITEM 29. Principal Underwriters
INAPPLICABLE
ITEM 30. Location of Accounts and Records
Mr. Charles Mather, III, President, The Finance Company of
Pennsylvania, 226 Walnut Street, Philadelphia, Pennsylvania 19106
ITEM 31. Management Services
None
ITEM 32. Undertakings
INAPPLICABLE
- 24 -
<PAGE> 25
S I G N A T U R E S
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant (certifies that it meets all the
requirements for effectiveness of this Registration Statement pursuant to
paragraph (a) of rule 485 under the Securities Act of 1933) and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in this City of Philadelphia and Commonwealth of
Pennsylvania on the 24th day of April 1998.
The Finance Company of Pennsylvania
-----------------------------------
(Registrant)
By /s/ CHARLES MATHER, III
---------------------------------
(Charles Mather, III, President)
- 25 -
<PAGE> 26
EXHIBIT INDEX
EX-99.B1 (1) Articles of Incorporation as amended December 29, 1961
and April 21, 1964 are incorporated by reference to
Exhibit (1) of the Registrant's Post Effective Amendment
No. 21 to its Registration Statement on Form N-1A.
EX-99.B2(A) 2(a) By-Laws as amended through February 19, 1997 are
incorporated by reference to Exhibit (1) of the Registrant's
Post Effective Amendment No. 21 to its Registration
Statement on Form N-1A.
EX-99.B5 (5) Investment Advisory Contract between Registrant and Cooke
& Bieler, Inc. Dated February 4, 1987 is incorporated by
reference to Exhibit (1) of the Registrant's Post Effective
Amendment No. 21 to its Registration Statement on Form N-1A.
EX-99.B8A 8(a) Custodian Agreement between Registrant and United
Missouri Bank, N.A. dated October 24, 1994 is incorporated
by reference to Exhibit (8)(a) of the Registrant's Post
Effective Amendment No. 20 to its Registration Statement
on Form N-1A.
EX-99.B17 (17) Financial Data Schedules are included herein.
<TABLE> <S> <C>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 19,205,076
<INVESTMENTS-AT-VALUE> 61,028,736
<RECEIVABLES> 0
<ASSETS-OTHER> 18,534
<OTHER-ITEMS-ASSETS> 248,118
<TOTAL-ASSETS> 61,295,388
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,931,934
<TOTAL-LIABILITIES> 1,931,934
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 56,423
<SHARES-COMMON-PRIOR> 57,707
<ACCUMULATED-NII-CURRENT> 269,456
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 41,823,660
<NET-ASSETS> 59,363,454
<DIVIDEND-INCOME> 1,455,709
<INTEREST-INCOME> 404,221
<OTHER-INCOME> 0
<EXPENSES-NET> 415,959
<NET-INVESTMENT-INCOME> 1,443,971
<REALIZED-GAINS-CURRENT> 2,678,716
<APPREC-INCREASE-CURRENT> 11,032,034
<NET-CHANGE-FROM-OPS> 14,225,628
<EQUALIZATION> 1,199,086
<DISTRIBUTIONS-OF-INCOME> 1,433,374
<DISTRIBUTIONS-OF-GAINS> 929,093
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 1,284
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 11,593,168
<ACCUMULATED-NII-PRIOR> 269,130
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 119,670
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 415,959
<AVERAGE-NET-ASSETS> 53,566,870
<PER-SHARE-NAV-BEGIN> 827.81
<PER-SHARE-NII> 25.22
<PER-SHARE-GAIN-APPREC> 224.41
<PER-SHARE-DIVIDEND> 25.33
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1052.11
<EXPENSE-RATIO> .78
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
