<PAGE>
- --------------------------------
------------------
MAIRS AND POWER
GROWTH FUND, INC.
------------------
3RD QUARTER REPORT
September 30, 1995
November 20, 1995
To Our Shareholders
On September 30, 1995, the net asset value per share of Mairs and Power Growth
Fund was $56.37, a gain of 43.9% from the year end valuation after adjustment
for the June dividend. This compares favorably with returns of 29.8% for the
Standard & Poor's 500 Stock Index and 27.4% for the Dow Jones Industrial
Average. The average gain for U.S. stock funds during the period was 27.2%. For
the five year period ended September 30, the Fund registered an average annual
return of 25.2%. In a study of mutual funds performance by CDA/Wiesenberger, the
Fund ranked 19th out of 299 Long Term Growth Funds for the five year period. A
WALL STREET JOURNAL survey ranked the Fund 8th out of 619 Growth Funds for the
twelve month period ended September 30. The August 28 issue of FORBES magazine
designated Mairs and Power Growth Fund as one of fifteen stock funds they
considered to be Best Buys, based on five-year performance and low annual
overhead. The fifteen designated funds were drawn from a survey of 700 stock
funds. This is the second consecutive year that the Fund has appeared in this
select group. A survey of all Minnesota based mutual funds appearing in the ST.
PAUL PIONEER PRESS ranked the Fund 1st in performance for the five year period
ending September 30.
The U.S. economy rebounded during the third quarter with G.D.P. rising at a
robust 4.2% annual rate while inflation, already low, subsided further. The
G.D.P. deflator, one measure of inflation, rose at a rate of only .6%, the
lowest level in 30 years. The growth was well balanced throughout the various
sectors of the economy. Housing, which is especially sensitive to changes in
interest rates, was particularly robust expanding at an 11% annual pace. Exports
of goods and services were also very strong and climbed at an 11% pace. Business
investment, a major prop to the current economic expansion, rose at an 8% annual
rate. This expansion period is now 4 1/2 years old but there is little evidence
anywhere of overheating and economists generally anticipate moderate growth in
the current quarter as well as throughout 1996. Improving productivity should
help to keep inflation in check. Manufacturing productivity rose at a remarkable
6.2% rate during the third quarter, the largest quarterly advance in eight
years. It is well to note that 1995 marks the fourth year that consumer
inflation has remained under 3%. The Labor Department reports that over the past
twelve months, wages and benefits rose just 2.7%, the lowest level since the
Department began keeping such records in 1982. A sharp drop in the growth of
benefits is leading the downward drift in labor costs. Smaller increases in the
cost of health-care is the main reason for this trend.
The stock market has had a remarkable performance this year, reflecting lower
interest rates and strong corporate earnings. Aggregate corporate profits in the
U.S. are expected to rise about 12% this year and a further rise of perhaps 8%
is projected for 1996. Earnings for the Standard and Poor's 500 Stock Index show
an even stronger performance and should rise at least 20% this year. Based on
strong earnings and low inflation, the stock market appears to be reasonably
valued. The Standard & Poor's Index is currently trading at 16-17 times
anticipated 1995 earnings which is the average valuation for the market during
periods when inflation has been under 3 1/2%. Presidential election years have
generally been good years for both the economy and financial markets. Therefore,
we continue to be constructive in our outlook for stocks.
George A. Mairs
<PAGE>
SCHEDULE OF INVESTMENTS AT SEPTEMBER 30, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF MARKET
SHARES COMMON STOCK COST VALUE
- --------- ---------------------------------------- ----------- -----------
<C> <S> <C> <C>
CHEMICAL 3.0%
71,000 Ecolab, Inc. $ 676,847 $ 1,961,375
----------- -----------
CONSUMER 9.7%
33,000 Darden Restaurants 58,543 379,500
36,000 General Mills, Inc. 444,056 2,007,000
35,000 Hormel Foods 874,141 923,125
40,810 Jostens, Inc. 359,469 959,035
62,000 The Toro Company 990,910 1,953,000
----------- -----------
2,727,119 6,221,660
----------- -----------
DRUGS AND HOSPITAL SUPPLIES 9.9%
22,000 Baxter International, Inc. 398,146 904,750
5,500 Caremark International Inc. 40,230 118,250
30,000 Johnson & Johnson 507,824 2,223,750
58,000 Pfizer Inc. 524,984 3,095,750
----------- -----------
1,471,184 6,342,500
----------- -----------
FINANCIAL 14.8%
65,000 First Bank System, Inc. 809,120 3,128,125
106,000 Norwest Corporation 391,235 3,445,000
50,000 St. Paul Companies, Inc. 882,463 2,918,750
----------- -----------
2,082,818 9,491,875
----------- -----------
INFORMATION SERVICES 4.4%
36,000 DeLuxe Corp. 91,626 1,192,500
87,000 Merrill Corporation 934,518 1,609,500
----------- -----------
1,026,144 2,802,000
----------- -----------
MEDICAL DEVICES 12.7%
114,000 Medtronic, Incorporated 853,723 6,156,000
31,000 St. Jude Medical, Inc. 1,105,121 1,960,750
----------- -----------
1,958,844 8,116,750
----------- -----------
NATURAL RESOURCES 1.9%
26,000 Weyerhaeuser Company 541,444 1,186,250
----------- -----------
RETAILING 5.4%
29,000 Dayton Hudson Corporation 1,017,430 2,200,375
44,000 SUPERVALU Inc. 967,086 1,292,500
----------- -----------
1,984,516 3,492,875
----------- -----------
TECHNOLOGY 11.4%
38,025 Emerson Electric Co. 964,885 2,718,788
20,000 Honeywell Inc. 613,022 857,500
67,000 MTS Systems Corporation 1,096,817 1,892,750
30,000 National Computer Systems Inc. 433,875 645,000
105,750 T S I Inc. 473,049 1,189,687
----------- -----------
3,581,648 7,303,725
----------- -----------
TELECOMMUNICATIONS 8.1%
114,000 ADC Telecommunications Inc. 220,672 5,187,000
----------- -----------
OTHER INDUSTRIALS 15.6%
130,000 BMC Industries, Inc. 531,551 5,021,250
73,000 Graco Inc. 490,762 2,491,125
44,000 Minnesota Mining & Manufacturing Company 913,255 2,480,500
----------- -----------
1,935,568 9,992,875
----------- -----------
TOTAL COMMON STOCKS 96.9% $18,206,804 $62,098,885
-----------
-----------
Other Assets in Excess of Liabilities
3.1% 1,982,046
-----------
TOTAL NET ASSETS 100% $64,080,931
-----------
-----------
</TABLE>
<PAGE>
STATEMENT OF NET ASSETS AT SEPTEMBER 30, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
ASSETS
Common stocks as annexed, at market value (cost $18,206,804).......................... $62,098,885
Cash.................................................................................. 2,122,837
Dividends and interest receivable..................................................... 56,280
Receivables for securities sold, not yet delivered.................................... 0
Prepaid expense....................................................................... 42,472
-----------
$64,320,474
LIABILITIES
Accrued management fee......................................... $ 32,024
Accrued custodian and transfer agent fee....................... 8,484
Payable for securities purchased, not yet received............. 199,035 239,543
---------- -----------
NET ASSETS
Equivalent to $56.37 per share on 1,136,885 shares outstanding........................ $64,080,931
-----------
-----------
</TABLE>
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
<TABLE>
<S> <C> <C> <C>
NET ASSETS, December 31, 1994......................................................... $41,889,850
Net investment income, per statement below..................... $ 410,459
Net accrued income in price of shares sold and repurchased..... 5,584
----------
416,043
Distribution to shareholders................................... 275,515 140,528
----------
Fund shares issued and repurchased:
Received for 165,549 shares issued........................... 7,809,580
Paid for 92,683 shares repurchased........................... 4,389,168 3,420,412
----------
Increase in unrealized net appreciation (depreciation) of investments................. 16,984,792
Net gain or (loss) realized from sales of securities.................................. 1,645,349
Distribution from net realized gain................................................... 0
-----------
NET ASSETS, September 30, 1995........................................................ $64,080,931
-----------
-----------
</TABLE>
- --------------------------------------------------------------------------------
STATEMENT OF NET INVESTMENT INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
<TABLE>
<S> <C> <C> <C>
INVESTMENT INCOME
Dividends............................................................................. $ 762,283
EXPENSES
Management fee (Note B)........................................ $ 235,944
Fees and expenses of custodian, transfer agent and dividend
disbursing agent (Note B)..................................... 71,615
Legal and auditing fees and expenses........................... 16,946
Insurance...................................................... 5,298
Other Fees and Expenses........................................ 22,021 351,824
---------- -----------
NET INVESTMENT INCOME................................................................. $ 410,459
-----------
-----------
</TABLE>
NOTE A: No provision has been made for Federal income taxes as it is the
intention of the Fund to comply with the provisions of the Internal Revenue Code
available to investment companies and to make distributions of income and
security profits which will be sufficient to relieve it from all or
substantially all income taxes.
NOTE B: The investment advisory fee was paid to Mairs and Power, Inc., which is
owned by individuals who are directors and officers of the Fund, for its
services as investment adviser. Investment advisory fees are paid to the adviser
pursuant to an advisory agreement approved by the Directors of the Fund. The
advisor fee is computed each month and is 1/20th of one percent of the net asset
value of the Fund on the last valuation day of the month. The transfer agent fee
was also paid to Mairs and Power, Inc. which serves as transfer agent. Directors
of the Fund not affiliated with Mairs and Power, Inc. received compensation for
meetings attended during this period totaling $11,250. No compensation was paid
to any other director or officer of the Fund.
SUPPLEMENTARY INFORMATION: Purchases and sales of investment securities during
the nine months ended September 30, 1995 aggregated $4,299,143 and $1,816,472
respectively.
<PAGE>
---------------------------------------------------------------------
MAIRS AND POWER
GROWTH FUND, INC.
---------------------------
A NO-LOAD FUND
W-2062 FIRST NATIONAL BANK BUILDING, 332 MINNESOTA STREET, ST. PAUL, MINNESOTA
55101
612-222-8478
SUMMARY OF FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
This table covers a period of generally rising common stock prices. The results
shown should not be considered as a representation of the dividend income or
capital gain or loss which may result from an investment made in the Fund today.
<TABLE>
<CAPTION>
PER SHARE
--------------------------------------
DISTRIBUTIONS DIVIDENDS
OF REALIZED FROM NET
SHARES TOTAL NET NET ASSET SECURITIES INVESTMENT
DATES OUTSTANDING ASSETS VALUE GAINS INCOME
- -------------- ----------- ----------- --------- ------------- ----------
<S> <C> <C> <C> <C> <C>
Dec. 31, 1975 1,114,754 $10,758,751 $ 9.65 $0.24
Dec. 31, 1976 1,078,864 13,821,528 12.81 0.26
Dec. 31, 1977 1,057,928 13,145,624 12.43 0.33
Dec. 31, 1978 998,265 13,282,487 13.31 0.35
Dec. 31, 1979 914,635 14,104,765 15.42 0.45
Dec. 31, 1980 840,882 14,540,014 17.29 0.55
Dec. 31, 1981 861,678 13,148,158 15.26 $0.74 0.60
Dec. 31, 1982 850,942 16,784,217 19.72 0.58 0.50
Dec. 31, 1983 881,592 18,972,177 21.52 0.70 0.48
Dec. 31, 1984 872,069 17,304,204 19.84 0.76 0.46
Dec. 31, 1985 856,738 21,553,457 25.16 0.86 0.46
Dec. 31, 1986 893,850 22,235,453 24.88 2.74 0.40
Dec. 31, 1987 914,139 19,816,097 21.68 2.29 0.48
Dec. 31, 1988 929,039 20,630,251 22.21 1.21 0.41
Dec. 31, 1989 866,584 22,630,081 26.11 1.83 0.43
Dec. 31, 1990 867,432 22,501,587 25.94 0.70 0.42
Dec. 31, 1991 904,023 31,440,529 34.78 1.58 0.39
Dec. 31, 1992 956,814 34,363,306 35.91 1.16 0.40
Dec. 31, 1993 1,006,285 39,081,010 38.84 1.22 0.43
Dec. 31, 1994 1,064,019 41,889,850 39.37 0.98 0.65
Sept. 30, 1995 1,136,885 64,080,931 56.37 0 0.25
</TABLE>
No adjustment has been made for any income tax payable by shareholders on
capital gain distributions accepted in shares.
This report is not to be used in connection with the offering of shares of the
Fund unless accompanied or preceded by an effective Prospectus. Please call or
write if you desire further information.
AVERAGE ANNUAL TOTAL RETURNS -- THE AVERAGE ANNUAL TOTAL RETURNS FOR THE
FUND (PERIODS ENDED SEPTEMBER 30, 1995) ARE AS FOLLOWS:
1 YEAR: +47.4% 5 YEARS: +25.2% 10 YEARS: +17.2%
PAST INVESTMENT RESULTS SHOULD NOT BE TAKEN AS NECESSARILY REPRESENTATIVE
OF 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.
OFFICERS AND DIRECTORS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
George A. Mairs, III William B. Frels Peter G. Robb Kathleen M. Kellerman
President and Director Secretary and Director Vice-President and Director Treasurer
</TABLE>
<TABLE>
<S> <C> <C>
Litton E. S. Field Donald E. Garretson J. Thomas Simonet
Director Director Director
</TABLE>
