MERRILL
LYNCH
PHOENIX
FUND, INC.
Semi-Annual Report January 31, 1994
This report is not authorized for use as an offer of sale
or a solicitation of an offer to buy shares of the Fund
unless accompanied or preceded by the Fund's current
prospectus. Past performance results shown in this report
should not be considered a representation of future
performance. Investment return and principal value of
shares will fluctuate so that shares, when redeemed,
may be worth more or less than their original cost.
Merrill Lynch Phoenix Fund, Inc. is not related to Phoenix
Home Life Mutual Life Insurance Company or any of its sub-
sidiaries or affiliates, including The Phoenix Series Fund.
Merrill Lynch
Phoenix Fund, Inc.
Box 9011
Princeton, N.J.
08543
MERRILL LYNCH PHOENIX FUND, INC.
DEAR SHAREHOLDER
As 1993 drew to a close, the US economy showed signs
of strong improvement. The initial estimate for gross
domestic product (GDP) growth in the final quarter of
1993 was +5.9% in real terms, the strongest quarterly
performance since the fourth quarter of 1987. GDP
growth was led by interest rate-sensitive sectors, such
as housing, durable goods orders and business invest-
ment in capital equipment. Consumer confidence also
improved after remaining lackluster throughout most
of 1993. While the exceptionally robust rate of growth
may not be sustainable in the first quarter of 1994
(especially considering the harsh winter weather
experienced by virtually half of the country in January),
this strong showing suggests that the US economy
may at last be gaining momentum. This was sup-
ported by the December increase in the Index of
Leading Economic Indicators, the fifth monthly rise
in this indicator of future economic activity.
<PAGE>
At the same time, the rate of inflation remains in
check. Nevertheless, concerns arose late in 1993 that
the rate of business activity might increase inflation-
ary pressures, which were reflected in an upturn of
longer-term interest rates. In January, Federal Reserve
Board Chairman Alan Greenspan indicated in Con-
gressional testimony that continued strong expansion
of economic activity would lead the central bank to
tighten monetary policy in an effort to contain infla-
tion. On February 4, 1994, the central bank broke with
tradition and publicly announced an increase in short-
term interest rates. In the weeks ahead, investors will
continue to gauge the pace of the economic expan-
sion and watch for signs of an overheating economy
that could prompt successive Federal Reserve Board
actions to raise short-term interest rates.
Portfolio Matters
Over the past six months Merrill Lynch Phoenix Fund,
Inc. has increased investments in large-capitalization
cyclical companies, since these issues were among
the most undervalued investment opportunities avail-
able. The surge in stock prices since the end of the
October quarter has sharply decreased the number of
potential investments for the Fund. Nevertheless,
during the January quarter, we added ten new names
to the portfolio.
Our largest new investment is in Reliance Group
Holdings, Inc., a major property and casualty insur-
ance company which also operates the third-largest
title insurance company in the United States.
Recently the company completed a major refinancing
which lowered its debt levels and increased its equity.
With a much-improved balance sheet, large manage-
ment stock ownership and a more focused business
strategy, we believe Reliance is well-positioned to
benefit from the long-awaited turn in property and
casualty insurance pricing.
<PAGE>
In our last report to shareholders, we noted that we
were analyzing potential investments in environ-
mental companies. During the quarter, we established
a position in Rollins Environmental Services, Inc. As
long-term shareholders know, we often invest in com-
panies long before there is significant improvement in
their investment fundamentals. Such is the case with
Rollins Environmental Services. The company has
been negatively impacted by the overcapacity in waste
incineration and is currently petitioning the Environ-
mental Protection Agency to tighten regulations con-
trolling combustion of waste. If Rollins is successful
in limiting alternative incineration sources, we expect
that its prospects will improve considerably in an
expanding economy. Furthermore, the company's
balance sheet is debt free.
Banking and financial stocks remain another attrac-
tive area of investment for the Fund. For example, we
purchased shares of Margaretten Financial Corp. dur-
ing the quarter, one of the largest mortgage banking
companies in the United States with a major position
in some of the most densely populated areas. The
company's results were adversely affected by rapid
mortgage repayments in the declining interest rate
environment. As a result, Margaretten took a large
write-off during its third fiscal quarter, which we be-
lieve fully accounts for the losses incurred by rapid
prepayments. Margaretten has a very valuable retail
loan origination network and, at current prices, its
stock is selling well below book value.
The Fund has owned the bonds of Leaseway Trans-
portation Corp. for several years. During the January
quarter, the company equitized this debt and, as a
result, the Fund now owns Leaseway common stock.
Although our original bond investment was very prof-
itable, we believe that Leaseway common stock has
further upside potential. The company is the second-
largest transporter of new cars in the United States
and is the primary carrier for General Motors Corp.,
another Fund holding. We believe that Leaseway will
benefit from the operational turnaround occurring at
General Motors. Leaseway has a strong balance sheet
and its stock sells at a significant valuation discount
to other motor carriers.
<PAGE>
In Conclusion
With higher stock market valuations, a number of
long-term Fund holdings have appreciated beyond our
predetermined price targets. As a result, we sold our
investments in Petrie Stores Corp., Wolverine World
Wide, Inc., KLA Instruments Corp. and Harman Inter-
national Industries, Inc. However, there are currently
few fully valued investments left in the portfolio. If
share prices continue to rise, we will maintain our
investment discipline and sell holdings as they reach
our target prices.
We are pleased to announce that, based on data
calculated by Lipper Analytical Services, Inc., Merrill
Lynch Phoenix Fund, Inc., Class A Shares ranked #1
of 99 growth and income funds and #33 of 541 mutual
funds with ten-year performance histories as of
December 31, 1993. The Fund's Class A Shares' cumula-
tive total return for the ten-year period was +357.34%.
We thank you for your investment in Merrill Lynch
Phoenix Fund, Inc., and we look forward to reviewing
our outlook and strategy with you again in our next
quarterly report to shareholders.
Sincerely,
(Arthur Zeikel)
Arthur Zeikel
President
(Robert J. Martorelli)
Robert J. Martorelli
Vice President and Portfolio Manager
March 4, 1994
PERFORMANCE DATA
None of the past results shown should be considered a
representation of future performance. Investment return
and principal value of Class A and Class B Shares will
fluctuate so that shares, when redeemed, may be worth
more or less than their original cost.
<PAGE>
<TABLE>
Recent Performance Results*
<CAPTION>
12 Month 3 Month
1/31/94 10/31/93 1/31/93 % Change % Change
<S> <C> <C> <C> <C> <C>
ML Phoenix Fund Inc. Class A Shares $14.00 $13.65 $12.39 +20.19%(1) +6.03%(2)
ML Phoenix Fund Inc. Class B Shares 13.77 13.31 12.20 +20.20(1) +7.01(2)
Dow Jones Industrial Average** 3,978.36 3,680.59 3,310.03 +20.19 +8.09
Standard & Poor's 500 Index** 481.61 467.83 438.78 + 9.76 +2.95
ML Phoenix Fund, Inc. Class A Shares--Total Return +27.65(3) +8.13(4)
ML Phoenix Fund, Inc. Class B Shares--Total Return +26.26(5) +7.83(6)
Dow Jones Industrial Average--Total Return** +23.60 +8.83
Standard & Poor's 500 Index--Total Return** +12.85 +3.63
<FN>
*Investment results shown for the 3-month and 12-month periods are before
the deduction of any sales charge.
**An unmanaged broad-based index comprised of common stocks. Total investment
returns for unmanaged indexes are based on estimates.
(1)Percent change includes reinvestment of $0.820 per share capital gains
distributions.
(2)Percent change includes reinvestment of $0.443 per share capital gains
distributions.
(3)Percent change includes reinvestment of $0.826 per share ordinary income
dividends and $0.820 per share capital gains distributions.
(4)Percent change includes reinvestment of $0.267 per share ordinary income
dividends and $0.443 per share capital gains distributions.
(5)Percent change includes reinvestment of $0.661 per share ordinary income
dividends and $0.820 per share capital gains distributions.
(6)Percent change includes reinvestment of $0.102 per share ordinary income
dividends and $0.443 per share capital gains distributions.
</TABLE>
Average Annual Total Return
% Return Without % Return With
Sales Charge Sales Charge**
Class A Shares*
Year Ended 12/31/93 +29.54% +21.12%
Five Years Ended 12/31/93 +15.23 +13.69
Ten Years Ended 12/31/93 +16.42 +15.64
[FN]
*Maximum sales charge is 6.5%.
**Assuming maximum sales charge.
% Return % Return
Without CDSC With CDSC**
Class B Shares*
Year Ended 12/31/93 +28.23% +24.23%
Five Years Ended 12/31/93 +14.05 +14.05
Inception (10/21/88) through 12/31/93 +13.56 +13.56
[FN]
*Maximum contingent deferred sales charge is 4% and is
reduced to 0% after 4 years.
**Assuming payment of applicable contingent deferred sales charge.
PERFORMANCE DATA (concluded)
<TABLE>
Performance Summary--Class A Shares
<CAPTION>
Net Asset Value Capital Gains
Period Covered Beginning Ending Distributed Dividends Paid* % Change**
<C> <C> <C> <C> <C> <C>
11/1/82--12/31/82 $ 9.35 $ 9.60 -- -- + 2.67%
1983 9.60 11.69 $ 0.470 $ 0.370 +31.05
1984 11.69 10.65 1.520 0.620 + 9.93
1985 10.65 12.00 0.980 0.710 +30.28
1986 12.00 12.39 1.010 0.610 +16.92
1987 12.39 10.50 1.551 0.676 + 0.95
1988 10.50 11.78 1.790 0.329 +33.18
1989 11.78 12.49 0.428 0.508 +13.87
1990 12.49 8.08 1.623 0.396 -20.66
1991 8.08 9.90 0.645 0.494 +37.01
1992 9.90 11.73 0.057 0.670 +26.69
1993 11.73 13.45 0.820 0.826 +29.54
1/1/94--1/31/94 13.45 14.00 -- -- + 4.09
------- -------
Total $10.894 Total $ 6.209
Cumulative total return as of 1/31/94: +540.52%**
<FN>
*Figures may include short-term capital gains distributions.
**Figures assume reinvestment of all dividends and capital gains distributions
at net asset value on the ex-dividend date, and do not include sales charge;
results would be lower if sales charge was included.
</TABLE>
<PAGE>
<TABLE>
Performance Summary--Class B Shares
Net Asset Value Capital Gains
Period Covered Beginning Ending Distributed Dividends Paid* % Change**
<C> <C> <C> <C> <C> <C>
10/21/88--12/31/88 $11.96 $11.77 $ 0.086 $ 0.144 + 0.35%
1989 11.77 12.45 0.428 0.409 +12.78
1990 12.45 8.06 1.623 0.271 -21.54
1991 8.06 9.83 0.645 0.429 +35.66
1992 9.83 11.55 0.057 0.639 +25.37
1993 11.55 13.24 0.820 0.661 +28.23
1/1/94--1/31/94 13.24 13.77 -- -- + 4.00
------- -------
Total $ 3.659 Total $ 2.553
Cumulative total return as of 1/31/94: +101.42%**
<FN>
*Figures may include short-term capital gains distributions.
**Figures assume reinvestment of all dividends and capital gains distributions
at net asset value on the ex-dividend date, and do not reflect deduction
of any sales charge; results would be lower if sales charge was deducted.
</TABLE>
<TABLE>
SCHEDULE OF INVESTMENTS
<CAPTION>
Face Amount/ Value Percent of
Industries Shares Held Stocks & Bonds Cost (Note 1a) Net Assets
<S> <C> <S> <C> <C> <C>
Discount to Assets
Agriculture 950,000 Terra Industries, Inc. $ 3,332,396 $ 7,718,750 1.4%
Cement 617,000 ++Lone Star Industries, Inc. 5,865,350 1,465,375 0.3
Metal Fabricating 400,000 Handy & Harman 5,546,990 6,200,000 1.1
Oil & Gas 464,700 ++Gerrity Oil & Gas Corp. 5,780,086 4,937,438 0.9
320,000 ++Nahama & Weagant Energy Co.++++ 1,446,250 1,400,000 0.2
Oil Services 108,000 ++Cliffs Drilling Co. 1,350,000 1,431,000 0.3
Total Discount to Assets 23,321,072 23,152,563 4.2
Earnings Turnarounds
Banking & Financial 400,000 Margaretten Financial Corp. 5,506,004 5,450,000 1.0
Communications 431,700 Century Communications Corp. 3,148,427 4,586,812 0.9
Consumer Products 800,000 The Topps Co., Inc. 5,836,102 5,700,000 1.1
Consumer Services 210,641 ++Servam Corp. (Class B) 579,263 421,282 0.1
Diversified 438,500 ++Interlake Corp. 1,746,031 1,260,687 0.2
557,100 ++UNC Inc. 1,985,279 5,710,275 1.1
<PAGE>
Electronics 400,000 ++National Semiconductor Corp. 1,440,281 7,200,000 1.3
Environmental 359,700 Allwaste Inc. 1,758,719 1,888,425 0.3
920,000 Attwoods PLC (ADR)* 10,217,404 10,810,000 2.0
520,000 ++Matrix Service Co.++++ 5,513,685 5,070,000 0.9
1,381,000 ++NaTec Resources, Inc.++++ 3,151,756 1,251,600 0.2
985,000 Rollins Environmental Services, Inc. 5,309,975 5,294,375 1.0
800,000 ++TETRA Technologies, Inc.++++ 5,576,282 6,200,000 1.1
Health Care 88,081 ++Applied Immune Sciences, Inc. 1,200,104 1,034,952 0.2
295,000 ++Beverly Enterprises, Inc. 1,890,006 3,835,000 0.7
100,000 ++Gilead Sciences Inc. 1,368,159 1,250,000 0.2
400,000 ++NeoRx Corp.++++ 3,325,000 3,350,000 0.6
75,000 ++The Immune Response Corp. 869,927 975,000 0.2
Leisure & 350,000 Brunswick Corp. 4,496,877 6,825,000 1.3
Entertainment 1,625,000 ++CST Entertainment Imaging, Inc.++++ 3,593,312 3,859,375 0.7
Manufacturing 700,000 ++Lamson & Sessions Co.++++ 3,894,330 4,725,000 0.9
Office Equipment 250,000 Moore Corp. Ltd. (ADR)* 4,070,438 5,093,750 0.9
& Supplies
Oil & Gas 272,000 ++Coho Energy, Inc. 2,917,873 1,156,000 0.2
341,300 ++Ranchmen's Resources Ltd. 1,402,869 1,544,577 0.3
Oil Services 956,100 ++Computalog, Ltd. 1,962,717 1,802,874 0.3
906,900 ++Weatherford International, Inc. 4,140,444 8,728,912 1.6
</TABLE>
<TABLE>
SCHEDULE OF INVESTMENTS (continued)
<CAPTION>
Face Amount/ Value Percent of
Industries Shares Held Stocks & Bonds Cost (Note 1a) Net Assets
<S> <C> <S> <C> <C> <C>
Earnings Turnarounds (concluded)
Paper & Forest 300,000 Scott Paper Co. $10,347,824 $14,025,000 2.6%
Products
Precision 350,600 ++Esterline Technology Corp.++++ 3,311,665 2,673,325 0.5
Instruments
Printing & 1,114,500 ++National Education Corp. 6,510,790 7,383,563 1.4
Publishing
Retail 350,000 Charming Shoppes, Inc. 4,734,372 3,981,250 0.7
435,000 ++Grossman's, Inc. 1,679,185 1,685,625 0.3
115,400 ++Safeway Inc. 1,218,178 2,365,700 0.4
<PAGE>
Ship Builders 52,000 Bremer, Vulkan & Verbund AG 3,067,819 2,927,894 0.5
Steel 19,000 Thyssen AG 2,309,069 2,859,006 0.5
Total Earnings Turnarounds 120,080,166 142,925,259 26.2
Financial Restructuring
Aerospace & 2,360,000 ++Ladish Co., Inc. 2,864,038 2,360,000 0.4
Industrial Products
Airlines $15,425,000 Continental Airlines Holdings, Inc., 12.125%
Secured Equipment Trust Certificates
due 4/15/1996 3,410,050 2,930,750 0.5
11,236 ++Continental Airlines, Inc.--Class A Shares 404,940 318,821 0.1
231,282 ++Continental Airlines, Inc.--Class B Shares 5,155,395 5,753,140 1.1
Apparel & Textile 625,000 ++Burlington Industries, Inc. (j) 9,046,253 9,140,625 1.7
Banking & Financial 664,000 City National Corp. 4,701,681 5,478,000 1.0
120,000 Glendale Federal Bank, 8.75% Non-Cumulative
Preferred Stock (Series E) (g) 3,000,000 3,015,000 0.5
319,774 Glendale Federal Bank FSB 2,877,969 2,278,390 0.4
135,917 ++Glendale Federal Bank FSB (Warrants) (f) 0 271,834 0.1
$ 6,250,000 ++Liberte Investors, 10.50% Subordinated
Notes due 6/01/1993 5,563,563 5,812,500 1.1
590,000 ++Peoples Heritage Financial Group, Inc. 4,924,480 6,711,250 1.2
Chemicals $ 4,406,000 Rexene Products Corp., 10.00% New Increasing
Rate Second Priority Notes
due 11/15/2002 (d) (e) 2,386,850 3,737,757 0.7
360,000 ++Specialty Chemical Resources, Inc.++++ 3,579,642 2,565,000 0.5
Computers & 1,350,000 ++Concurrent Computer Corp. 4,051,500 2,025,000 0.4
Peripherals
Day-Care Centers 500,000 ++Kinder-Care Learning Centers, Inc. 6,163,000 7,625,000 1.4
Energy 2,425 ++EUA Contingent Interest Certificates 2,425 24 0.0
EUA Power:
$ 3,165,000 ++Series B, 17.50% due 5/15/1993 801,325 522,225 0.1
$ 3,613,700 ++Series C, 17.50% due 5/15/1993 1,346,117 596,260 0.1
</TABLE>
<TABLE>
SCHEDULE OF INVESTMENTS (continued)
<CAPTION>
Face Amount/ Value Percent of
Industries Shares Held Stocks & Bonds Cost (Note 1a) Net Assets
<S> <C> <S> <C> <C> <C>
Financial Restructuring (concluded)
Food Processing $ 6,200,000 ++Darling-Delaware Co., Inc., 14.00% Bonds
due 3/15/1999 $ 4,275,000 $ 4,154,000 0.7%
Home Builders 644,937 ++NVR, Inc. (a) 4,899,351 6,610,604 1.2
53,828 ++NVR, Inc. (Warrants) (a) (f) 235,498 289,325 0.1
Insurance $ 6,000,000 ++Memphis Health, Education & Housing, Executive
Life Insurance Company, Municipal Guaranteed
Investment Certificates, 8.68% due 9/15/1996 4,665,000 4,650,000 0.8
$ 500,000 ++Southeast Texas Housing Finance Corp.,
Executive Life Insurance Company, Municipal
Guaranteed Investment Certificates, 8.60%
due 9/01/1996 387,500 388,750 0.1
Paper & Packaging 202,043 ++Gaylord Container Corp. 546,004 1,363,790 0.2
719,109 ++Gaylord Container Corp. (Warrants) (f) 1,538,308 3,775,322 0.7
Real Estate $ 9,250,000 ++Trizec Corp., Ltd., 10.25% Bonds due 6/22/1999 4,608,443 5,895,497 1.1
Restaurants 915,519 ++Gilbert/Robinson Restaurants, Inc. (i) 3,051,250 10,070,709 1.8
Retail 297,605 Lamonts Apparel, Inc.--Series A
Convertible Preferred (c) 892,815 892,815 0.2
595,210 ++Lamonts Apparel, Inc.++++ 2,330,000 1,190,420 0.2
261,215 ++National Convenience Stores Inc. 4,217,295 5,093,693 0.9
90,000 ++National Convenience Stores Inc. (Warrants) (f) 342,873 630,000 0.1
595,683 ++Zale Corp. 5,654,286 5,286,687 1.0
425,683 ++Zale Corp. Litigation Limited Partnership Units 0 0 0.0
Telecommuni- $ 7,000,000 Maryland Cable Corp., 15.375% Senior
cations Subordinate Notes due 11/15/1998 3,745,000 3,745,000 0.7
$11,470,000 ++Telemundo Group, Inc., 0.00% Senior Notes
due 8/15/1992 10,193,275 11,584,700 2.1
Transportation $ 2,200,000 Greyhound Lines, Inc., 8.50% Convertible
Subordinated Debentures due 3/31/2007 2,200,000 2,571,250 0.5
817,285 Leaseway Transportation Corp. (b) 5,215,496 13,485,203 2.5
Total Financial Restructuring 119,276,622 142,819,341 26.2
High Yield
Computers & $ 4,000,000 Computervision Corp., 11.375% Senior
Peripherals Subordinated Notes due 8/15/1999 2,847,500 3,560,000 0.7
Leisure & $ 9,500,000 U.S. Trails, Inc., 12.00% Secured Notes
Entertainment due 7/15/1998 6,780,000 7,837,500 1.4
Plastics $ 2,000,000 Plastic Specialties and Technologies, Inc.,
11.25% Senior Secured Notes due 12/01/2003 2,000,000 2,080,000 0.4
Total High Yield 11,627,500 13,477,500 2.5
</TABLE>
<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS (continued)
<CAPTION>
Face Amount/ Value Percent of
Industries Shares Held Stocks & Bonds Cost (Note 1a) Net Assets
<S> <C> <S> <C> <C> <C>
Operational Restructuring
Apparel 699,000 ++Texfi Industries, Inc.++++ $ 3,798,925 $ 2,621,250 0.5%
Auto & Truck 200,000 General Motors Corp. 7,413,250 12,275,000 2.2
Banking & Financial 240,000 Student Loan Marketing Association 10,851,340 11,730,000 2.1
Communications 604,100 ++Network Systems Corp. 6,506,903 5,587,925 1.0
Computer Software 652,500 ++Cognos, Inc.++++ 4,342,130 8,400,938 1.5
& Services
Computers & 150,000 International Business Machines Corp. 7,233,997 8,512,500 1.6
Peripherals 600,000 Unisys Corp. 6,871,938 7,950,000 1.5
400,000 ++Western Digital Corp. 2,020,000 4,800,000 0.9
Conglomerate 302,000 Figgie International, Inc. 3,866,937 3,850,500 0.7
Diversified 1,200,100 ++ADT Ltd. 10,380,109 12,001,000 2.2
1,241,200 ++National Patent Development Corp.++++ 4,516,111 5,507,825 1.0
2,174 ++National Patent Development Corp. (Warrants) (f) 166,420 146,745 0.1
385,000 ++TPI Enterprises, Inc. 1,810,400 3,513,125 0.6
Electronics 1,617,900 Automated Security (Holdings) PLC (ADR)* 6,139,005 7,078,313 1.3
Environmental 1,025,000 Laidlaw, Inc. (Non-Voting) (Class B) (ADR)* 6,261,344 7,046,875 1.3
Food & Beverage 2,000,000 Goodman Fielder Wattie, Ltd. 2,065,326 2,509,152 0.5
Health Care 1,083,500 ++Applied Bioscience International Inc. 5,579,824 5,823,813 1.1
875,000 ++Unilab Corp. 4,791,489 4,921,875 0.9
Industrial Services 2,780,400 ++Anacomp, Inc.++++ 10,872,043 10,078,950 1.8
60,337 ++Anacomp, Inc. (Warrants) (f) 131,233 143,300 0.1
Insurance 1,100,000 Reliance Group Holdings, Inc. 8,580,000 8,387,500 1.5
Metals & Mining 125,000 Alumax, Inc. (h) 2,577,479 3,343,750 0.6
Oil & Gas 250,000 USX Corp.--Marathon Group 4,577,813 4,625,000 0.8
Retail 433,700 U.S. Shoe Corp. 4,204,604 5,475,462 1.0
Total Operational Restructuring 125,558,620 146,330,798 26.8
Total Stocks & Bonds 399,863,980 468,705,461 85.9
</TABLE>
<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS (concluded)
<CAPTION>
Value Percent of
Face Amount Short-Term Investments Cost (Note 1a) Net Assets
<S> <C> <S> <C> <C> <C>
Commercial $12,000,000 Bank One Diversified, 3.05% due 2/24/1994 $ 11,976,617 $ 11,976,617 2.2%
Paper** 22,095,000 General Electric Capital Corp., 3.15%
due 2/01/1994 22,095,000 22,095,000 4.1
10,000,000 Hertz Funding Corp., 3.08% due 3/03/1994 9,974,333 9,974,333 1.8
5,000,000 Matterhorn Capital Corp., 3.05% due 2/25/1994 4,989,833 4,989,833 0.9
10,000,000 PHH Corp., 3.05% due 2/08/1994 9,994,070 9,994,070 1.8
5,000,000 PSE&G Fuel Corp., 3.06% due 2/16/1994 4,993,625 4,993,625 0.9
7,000,000 TransAmerica Finance Corp., 3.05% due 3/11/1994 6,977,464 6,977,464 1.3
Total Short-Term Investments 71,000,942 71,000,942 13.0
Total Investments $470,864,922 539,706,403 98.9
============
Other Assets Less Liabilities 5,992,202 1.1
------------ ------
Net Assets $545,698,605 100.0%
============ ======
<FN>
*American Depositary Receipt (ADR).
**Commercial Paper is traded on a discount basis; the interest rates shown
are the discount rates paid at the time of purchase by the Fund.
(a)On 9/30/1993 NVR L.P., 13.75% Senior Subordinated Debentures due 6/15/1997
were converted into NVR, Inc. Common Stock and NVR, Inc. Warrants.
(b)On 11/11/1993 Leaseway Transportation Corp., 13.25% Senior Subordinate
Debentures due 8/01/2002 were converted into Leaseway Transportation Corp.
Common Stock.
(c)Lamonts Apparel, Inc. Rights were exercised into Lamonts Apparel, Inc.--Series A
Convertible Preferred Stock.
(d)Interest rate as of January 31, 1994.
(e)Represents a pay-in-kind security which may pay interest in additional face
amount/shares.
(f)Warrants entitle the Fund to purchase a predetermined number of shares of
common stock. The purchase price and number of shares are subject to adjustment
under certain conditions until the expiration date.
(g)After 9/30/1994, Glendale Federal Bank, 8.75% Non-Cumulative Preferred Stock,
Series E becomes convertible into Glendale Federal Bank FSB Common Stock.
(h) On 11/12/1993, AMAX, Inc. merged into Alumax, Inc. Common Stock, Amax Gold, Inc.
Common Stock, and Cyprus Amax Minerals Inc. Common Stock.
(i)On 9/03/1993, Gilbert/Robinson, Inc. changed its name to Gilbert/Robinson Restaurants,
Inc.
(j)On 2/03/1993, Burlington Industries Equity, Inc. changed its name to Burlington
Industries, Inc.
++Non-income producing security.
++++Investment in companies 5% or more of whose outstanding securities are held by
the Fund (such companies are defined as "Affiliated Companies" in Section 2 (a)(3)
of the Investment Company Act of 1940) are as follows:
Face Amount
<CAPTION>
Industry Affiliate Net Share Activity Net Cost Dividend Income
<S> <S> <C> <C> <C>
Apparel Lamonts Apparel, Inc. -- -- (1)
Apparel Texfi Industries, Inc. 111,600 $ 467,495 (1)
Chemicals Specialty Chemical Resources, Inc. -- -- (1)
Computer Software & Services Cognos, Inc. (75,000) (590,625) (1)
Diversified National Patent Development Corp. 111,200 389,415 (1)
Environmental Matrix Service Co. 104,200 905,237 (1)
Environmental NaTec Resources, Inc. 700,000 437,500 (1)
Environmental TETRA Technologies, Inc. 93,000 627,750 (1)
Healthcare NeoRx Corp. 400,000 3,325,000 (1)
Industrial Services Anacomp, Inc. 200,000 795,750 (1)
Leisure & Entertainment CST Entertainment Imaging, Inc. 25,000 49,188 (1)
Manufacturing Lamson & Sessions Co. -- -- (1)
Oil & Gas Nahama & Weagant Energy Co. 50,000 231,250 (1)
Precision Instruments Esterline Technology Corp. -- -- (1)
Total $6,637,960
==========
(1) Non-income producing security.
</TABLE>
See Notes to Financial Statements.
<TABLE>
FINANCIAL INFORMATION
<CAPTION>
Statement of Assets and Liabilities as of January 31, 1994
<S> <S> <C> <C>
Assets: Investments, at value (identified cost--$470,864,922) (Note 1a) $539,706,403
Cash 356,140
Receivables:
Capital shares sold $ 6,409,627
Securities sold 5,927,491
Interest 577,792
Dividends 285,394 13,200,304
------------
Deferred organization expenses (Note 1d) 1,201
Prepaid registration fees and other assets (Note 1d) 88,849
------------
Total assets 553,352,897
------------
Liabilities: Payables:
Securities purchased 5,790,586
Capital shares redeemed 964,476
Investment adviser (Note 2) 445,689
Distributor (Note 2) 243,877 7,444,628
<PAGE> ------------
Accrued expenses and other liabilities 209,664
------------
Total liabilities 7,654,292
------------
Net Assets: Net assets $545,698,605
============
Net Assets Class A Common Stock, $0.10 par value, 50,000,000 shares authorized $ 1,750,261
Consist of: Class B Common Stock, $0.10 par value, 50,000,000 shares authorized 2,182,387
Paid-in capital in excess of par 454,584,524
Accumulated investment loss--net (1,271,256)
Undistributed realized capital gains and foreign currency
transactions--net 19,611,397
Unrealized appreciation on investments and foreign currency
transactions--net 68,841,292
------------
Net assets $545,698,605
============
Net Asset Value: Class A--Based on net assets of $245,087,026 and 17,502,608 shares
outstanding $ 14.00
============
Class B--Based on net assets of $300,611,579 and 21,823,866 shares
outstanding $ 13.77
============
See Notes to Financial Statements.
</TABLE>
<TABLE>
FINANCIAL INFORMATION (continued)
<CAPTION>
Statement of Operations for the Six Months Ended January 31, 1994
<S> <S> <C> <C>
Investment Dividends (net of $31,146 foreign withholding tax) $ 1,776,715
Income Interest and discount earned 1,664,482
(Notes 1b & 1c): Other income 7,259
------------
Total income 3,448,456
------------
Expenses: Investment advisory fees (Note 2) $ 2,358,496
Distribution fees--Class B (Note 2) 1,256,584
Transfer agent fees--Class B (Note 2) 155,841
Transfer agent fees--Class A (Note 2) 113,601
Printing and shareholder reports 74,835
Accounting services (Note 2) 44,590
Registration fees (Note 1d) 42,675
Custodian fees 30,655
<PAGE> Professional fees 24,067
Directors' fees and expenses 16,816
Amortization of organization expenses (Note 1d) 549
Other 11,975
------------
Total expenses 4,130,684
------------
Investment loss--net (682,228)
------------
Realized & Realized gain (loss) from:
Unrealized Gain Investments--net 41,277,918
(Loss) on Foreign currency transactions (35,517) 41,242,401
Investments & ------------
Foreign Currency Change in unrealized appreciation/depreciation on:
Transactions--Net Investments--net 24,581,292
(Notes 1c, Foreign currency transactions 5,120 24,586,412
1f & 3): ------------ ------------
Net realized and unrealized gain on investments and
foreign currency transactions 65,828,813
------------
Net Increase in Net Assets Resulting from Operations $ 65,146,585
============
See Notes to Financial Statements.
</TABLE>
FINANCIAL INFORMATION (continued)
<TABLE>
Statements of Changes in Net Assets
<CAPTION>
For the Six For the Year
Months Ended Ended
Increase (Decrease) in Net Assets: January 31, 1994 July 31, 1993
<S> <S> <C> <C>
Operations: Investment loss--net $ (682,228) $ (411,300)
Realized gain on investments and foreign currency transactions--net 41,242,401 36,700,787
Change in unrealized appreciation/depreciation on investments and
foreign currency transactions--net 24,586,412 38,824,539
------------ ------------
Net increase in net assets resulting from operations 65,146,585 75,114,026
------------ ------------
Dividends & Investment income--net:
Distribu- Class A -- (381,712)
tions to Class B -- --
Shareholders Realized gain on investments--net:
(Note 1e): Class A (25,246,227) (8,633,980)
Class B (25,925,825) (6,582,675)
------------ ------------
Net decrease in net assets resulting from dividends
and distributions to shareholders (51,172,052) (15,598,367)
------------ ------------
<PAGE>
Capital Share Net increase in net assets derived from capital share transactions 124,194,688 103,377,109
Transactions ------------ ------------
(Note 4):
Net Assets: Net increase in net assets 138,169,221 162,892,768
Beginning of period 407,529,384 244,636,616
------------ ------------
End of period* $545,698,605 $407,529,384
============ ============
<FN>
*Accumulated investment loss--net $ (1,271,256) $ (589,028)
============ ============
See Notes to Financial Statements.
</TABLE>
FINANCIAL INFORMATION (continued)
<TABLE>
Financial Highlights
<CAPTION>
Class A
For the
Six
Months
The following per share data and ratios have been derived Ended
from information provided in the financial statements. Jan. 31, For the Year Ended July 31,
Increase (Decrease) in Net Asset Value: 1994++ 1993 1992 1991 1990
<S> <S> <C> <C> <C> <C> <C>
Per Share Net asset value, beginning of period $ 13.75 $ 11.40 $ 11.13 $ 12.37 $ 13.41
Operating -------- -------- -------- -------- --------
Performance: Investment income--net .02 .02 .06 .23 .37
-------- -------- -------- -------- --------
Realized and unrealized gain (loss) on
investments and foreign currency
transactions--net(1) 1.88 3.06 1.34 .55 (.47)
-------- -------- -------- -------- --------
Total from investment operations 1.90 3.08 1.40 .78 (.10)
-------- -------- -------- -------- --------
Less dividends and distributions:
Investment income--net -- (.03) (.09) (.40) (.51)
Realized gain on investments--net (1.65) (.70) (1.04) (1.62) (.43)
-------- -------- -------- -------- --------
Total dividends and distributions (1.65) (.73) (1.13) (2.02) (.94)
-------- -------- -------- -------- --------
Net asset value, end of period $ 14.00 $ 13.75 $ 11.40 $ 11.13 $ 12.37
======== ======== ======== ======== ========
Total Based on net asset value per share 15.03%+++ 28.96% 14.54% 10.35% (.93%)
Investment ======== ======== ======== ======== ========
Return:**
<PAGE>
Ratios to Expenses, net of reimbursement 1.21%* 1.25% 1.35% 1.42% 1.32%
Average ======== ======== ======== ======== ========
Net Assets: Expenses 1.21%* 1.25% 1.35% 1.42% 1.32%
======== ======== ======== ======== ========
Investment income--net .25%* .28% .60% 2.22% 2.77%
======== ======== ======== ======== ========
Supplemental Net assets, end of period (in thousands) $245,087 $197,995 $140,323 $132,623 $151,027
Data: ======== ======== ======== ======== ========
Portfolio turnover 37.47% 67.57% 79.68% 72.12% 54.98%
======== ======== ======== ======== ========
<FN>
*Annualized.
**Total investment returns exclude the effects of sales loads.
+++Aggregate total investment return.
(1) Foreign currency transaction amounts have been reclassified to conform to the 1994 presentation.
++Based on the average number of shares outstanding during the period.
See Notes to Financial Statements.
</TABLE>
FINANCIAL INFORMATION (concluded)
<TABLE>
Financial Highlights (concluded)
<CAPTION>
Class B
For the
Six
Months
The following per share data and ratios have been derived Ended
from information provided in the financial statements. Jan. 31, For the Year Ended July 31,
Increase (Decrease) in Net Asset Value: 1994++ 1993++ 1992++ 1991 1990
<S> <S> <C> <C> <C> <C> <C>
Per Share Net asset value, beginning of period $ 13.46 $ 11.25 $ 11.04 $ 12.26 $ 13.32
Operating -------- -------- -------- -------- --------
Performance: Investment income (loss)--net (.05) (.02) (.05) .11 .22
Realized and unrealized gain (loss) on
investments and foreign currency
transactions--net(1) 1.84 2.93 1.33 .56 (.44)
-------- -------- -------- -------- --------
Total from investment operations 1.79 2.91 1.28 .67 (.22)
-------- -------- -------- -------- --------
Less dividends and distributions:
Investment income--net -- -- (.03) (.27) (.41)
Realized gain on investments--net (1.48) (.70) (1.04) (1.62) (.43)
-------- -------- -------- -------- --------
Total dividends and distributions (1.48) (.70) (1.07) (1.89) (.84)
-------- -------- -------- -------- --------
Net asset value, end of period $ 13.77 $ 13.46 $ 11.25 $ 11.04 $ 12.26
<PAGE> ======== ======== ======== ======== ========
Total Based on net asset value per share 14.44%+++ 27.66% 13.35% 9.14% (1.86%)
Investment ======== ======== ======== ======== ========
Return:**
<PAGE>
Ratios Expenses, net of reimbursement and excluding
to Average distribution fees 1.23%* 1.27% 1.37% 1.45% 1.36%
Net Assets: ======== ======== ======== ======== ========
Expenses, net of reimbursement 2.23%* 2.27% 2.37% 2.45% 2.36%
======== ======== ======== ======== ========
Expenses 2.23%* 2.27% 2.37% 2.45% 2.36%
======== ======== ======== ======== ========
Investment income (loss)--net (.76%)* (.73%) (.46%) 1.19% 1.74%
======== ======== ======== ======== ========
Supplemental Net assets, end of period (in thousands) $300,612 $209,534 $104,313 $ 79,848 $ 92,700
Data: ======== ======== ======== ======== ========
Portfolio turnover 37.47% 67.57% 79.68% 72.12% 54.98%
======== ======== ======== ======== ========
<FN>
*Annualized.
**Total investment returns exclude the effects of sales loads.
++Based on the average number of shares outstanding during the period.
+++Aggregate total investment return.
(1) Foreign currency transaction amounts have been reclassified to conform to the 1994 presentation.
See Notes to Financial Statements.
</TABLE>
NOTES TO FINANCIAL STATEMENTS
1. Significant Accounting Policies:
Merrill Lynch Phoenix Fund, Inc. (the "Fund") is regis-
tered under the Investment Company Act of 1940 as a
diversified, open-end management investment company.
The Fund offers both Class A and Class B Shares. Class
A Shares are sold with a front-end sales charge. Class B
Shares may be subject to a contingent deferred sales
charge. Both classes of shares have identical voting,
dividend, liquidation and other rights and the same
terms and conditions, except that Class B Shares bear
certain expenses related to the distribution of such
shares and have exclusive voting rights with respect to
matters relating to such distribution expenditures. The
following is a summary of significant accounting poli-
cies followed by the Fund.
<PAGE>
(a) Valuation of investments--Portfolio securities which
are traded on stock exchanges are valued at the last
sale price as of the close of business on the day the
securities are being valued or, lacking any sales, at the
mean between closing bid and asked prices. Securities
traded in the over-the-counter market are valued at the
most recent bid prices as obtained from one or more
dealers that make markets in the securities. Portfolio
securities which are traded both in the over-the-counter
market and on a stock exchange are valued according
to the broadest and most representative market.
Securities and assets for which market quotations are
not readily available are valued at fair value as deter-
mined in good faith by or under the direction of the
Board of Directors of the Fund. Any foreign securities
held by the Fund will be valued as described above, as
of the close of trading in the primary market where
such securities are traded which next precedes the time
the net asset value of the Fund is determined. Short-
term securities are valued at amortized cost which
approximates market.
(b) 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 all of its taxable income to its share-
holders. Therefore, no Federal income tax provision is
required. Under the applicable foreign tax law, a with-
holding tax may be imposed on interest, dividends, and
capital gains at various rates.
(c) Security transactions and investment income--
Security transactions are recorded on the dates the
transactions are entered into (the trade dates). Dividend
income is recorded on the ex-dividend date, except that
if the ex-dividend date has passed, certain dividends
from foreign securities are recorded as soon as the funds
are informed of the ex-dividend date. Interest income
(including amortization of discount) is recognized on the
accrual basis. Realized gains and losses on security
transactions are determined on the identified cost basis.
(d) Deferred organization expenses and prepaid
registration fees--Costs related to the organization of
the second class of shares are charged to expense over a
period not exceeding five years. Prepaid registration fees
are charged to expense as the related shares are issued.
(e) Dividends and distributions--Dividends and distri-
butions paid by the Fund are recorded on the ex-dividend
dates.
<PAGE>
(f) Foreign currency transactions--Transactions denom-
inated in foreign currencies are recorded at the exchange
rate prevailing when recognized. Assets and liabilities
denominated in foreign currencies are valued at the
exchange rate at the end of the period. Foreign currency
transactions are the result of settling (realized) or valu-
ing (unrealized) such transactions expressed in foreign
currencies into US dollars. Realized and unrealized
gains or losses from investments include the effects of
foreign exchange rates on investments.
The Fund is authorized to enter into forward foreign
exchange contracts as a hedge against either specific
transactions or portfolio positions. Such contracts are
not entered on the Fund's records. However, the effect
on operations is recorded from the date the Fund enters
into such contracts. Premium or discount is amortized
over the life of the contracts.
(g) Reclassifications--Certain 1993 amounts have been
reclassified to conform to the 1994 presentation.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (concluded)
2. Investment Advisory Agreement and Transaction
with Affiliates:
The Fund has entered into an Investment Advisory
Agreement with Fund Asset Management, L.P. ("FAM").
Effective January 1, 1994, the investment advisory
business of FAM was reorganized from a corporation to
a limited partnership. Both prior to and after the
reorganization, ultimate control of FAM was vested with
Merrill Lynch & Co., Inc. ("ML & Co."). The general
partner of FAM is Princeton Services, Inc., an indirect
wholly-owned subsidiary of ML & Co. The limited
partners are ML & Co. and Merrill Lynch Investment
Management, Inc. ("MLIM"), which is also an indirect
wholly-owned subsidiary of ML & Co. The Fund has also
entered into Distribution Agreements and a Distribution
Plan with Merrill Lynch Funds Distributor, Inc. ("MLFD"
or "Distributor"), a wholly-owned subsidiary of MLIM.
<PAGE>
FAM is responsible for the management of the Fund's
portfolio and provides the necessary personnel, facili-
ties, equipment and certain other services necessary to
the operations of the Fund. For such services, the Fund
pays a monthly fee of 1.0%, on an annual basis, of the
average daily value of the Fund's net assets. The Invest-
ment Advisory Agreement obligates FAM to reimburse
the Fund to the extent the Fund's expenses (excluding
interest, taxes, distribution fees, brokerage fees and
commissions, and extraordinary items) exceed 2.5% of
the Fund's first $30 million of average daily net assets,
2.0% of the Fund's next $70 million of average daily net
assets, and 1.5% of the average daily net assets in excess
thereof. No fee payment will be made to the Investment
Adviser during any fiscal year which will cause such
expenses to exceed the pro rata expense limitation at
the time of such payment.
Pursuant to a distribution plan (the "Distribution
Plan") adopted by the Fund under the Rule 12b-1 under
the Investment Company Act of 1940, the Fund pays the
Distributor an ongoing account maintenance fee and
distribution fee, which are accrued daily and paid
monthly, at the annual rates of 0.25% and 0.75%,
respectively, of the average daily net assets of the
Class B Shares of the Fund. Pursuant to a sub-agreement
with the Distributor, Merrill Lynch also provides
account maintenance and distribution services to the Fund.
During the six months ended January 31, 1994, MLFD
earned underwriting discounts of $28,259, and MLPF&S
received dealer concessions of $435,216 on sales of the
Fund's Class A Shares.
MLPF&S also received contingent deferred sales charges
for the sale of Class B Shares of $112,335, and $4,500
in commissions on the execution of portfolio security
transactions for the Fund during the period.
Financial Data Services, Inc. ("FDS"), a wholly-owned
subsidiary of ML & Co., is the Fund's transfer agent.
Accounting services are provided to the Fund by FAM
at cost.
Certain officers and/or directors of the Fund are officers
and/or directors of FAM, MLIM, MLPF&S, FDS, MLFD,
and/or Merrill Lynch & Co., Inc.
<PAGE>
3. Investments:
Purchases and sales of investments, excluding
short-term securities, for the six months ended
January 31, 1994 were $211,446,011 and $152,716,082,
respectively.
Net realized and unrealized gains (losses) as of January
31, 1994 were as follows:
Realized Unrealized
Gains Gains
(Losses) (Losses)
Long-term investments $ 41,277,961 $ 68,841,481
Short-term investments (43) --
Foreign currency
transactions (35,517) (189)
------------ ------------
Total $ 41,242,401 $ 68,841,292
============ ============
As of January 31, 1994, net unrealized appreciation
for Federal income tax purposes aggregated $68,841,481,
of which $91,564,716 related to appreciated securities
and $22,723,235 related to depreciated securities. The
aggregate cost of investments at January 31, 1994 for
Federal income tax purposes was $470,864,922.
4. Capital Share Transactions:
Net increase in net assets derived from capital share
transactions was $124,194,688 and $103,377,109 for the
six months ended January 31, 1994 and the year ended
July 31, 1993, respectively.
Transactions in capital shares for Class A and Class B
Shares were as follows:
<PAGE>
Class A Shares for the Six Months Dollar
Ended January 31, 1994 Shares Amount
Shares sold 2,784,694 $ 38,094,820
Shares issued to shareholders in
reinvestment of distributions 1,642,482 21,483,664
---------- ------------
Total issued 4,427,176 59,578,484
Shares redeemed (1,327,218) (18,098,315)
---------- ------------
Net increase 3,099,958 $ 41,480,169
========== ============
Class A Shares for the Year Dollar
Ended July 31, 1993 Shares Amount
Shares sold 3,601,585 $ 44,967,222
Shares issued to shareholders in
reinvestment of dividends
and distributions 697,873 7,407,189
---------- ------------
Total issued 4,299,458 52,374,411
Shares redeemed (2,210,274) (27,004,447)
---------- ------------
Net increase 2,089,184 $ 25,369,964
========== ============
Class B Shares for the Six Months Dollar
Ended January 31, 1994 Shares Amount
Shares sold 6,259,889 $ 83,731,943
Shares issued to shareholders in
reinvestment of distributions 1,819,145 23,320,070
---------- ------------
Total issued 8,079,034 107,052,013
Shares redeemed (1,824,551) (24,337,494)
---------- ------------
Net increase 6,254,483 $ 82,714,519
========== ============
Class B Shares for the Year Dollar
Ended July 31, 1993 Shares Amount
Shares sold 8,405,778 $104,464,754
Shares issued to shareholders in
reinvestment of distributions 544,753 5,718,365
---------- ------------
Total issued 8,950,531 110,183,119
Shares redeemed (2,654,138) (32,175,974)
---------- ------------
Net increase 6,296,393 $ 78,007,145
========== ============
<PAGE>
PORTFOLIO INFORMATION (unaudited)
For the Quarter Ended January 31, 1994
Percent of
Ten Largest Holdings Net Assets
Scott Paper Co. 2.6%
Leaseway Transportation Corp. 2.5
General Motors Corp. 2.2
ADT Ltd. 2.2
Student Loan Marketing Association 2.1
Telemundo Group, Inc., 0.00%
Senior Notes due 2/15/1994 2.1
Attwoods PLC (ADR) 2.0
Anacomp, Inc.* 1.9
Gilbert/Robinson Restaurants, Inc. 1.8
Burlington Industries, Inc. 1.7
Five Largest Industries
Banking & Financial 7.4%
Environmental 6.8
Diversified 5.2
Computers & Peripherals 5.1
Retail 4.8
Asset Mix
Stocks 74.9%
Bonds 11.0
Cash & Cash Equivalents 14.1
[FN]
*Includes Anacomp, Inc. (Warrants).
Additions
Stocks
Allwaste Inc.
Alumax, Inc.
*Amax Gold, Inc.
Bremer, Vulkan & Verbund AG
*Cyprus Amax Minerals, Inc.
Figgie International, Inc.
*Lamonts Apparel, Inc.--Rights
Lamonts Apparel, Inc.--Series A
Convertible Preferred
Leaseway Transportation Corp.
Margaretten Financial Corp.
*Merry-Go-Round Enterprises, Inc.
NVR, Inc.
NVR, Inc. (Warrants)
NeoRx Corp.
Reliance Group Holdings, Inc.
Rollins Environmental
Services, Inc.
<PAGE>
Bonds
Maryland Cable Corp., 15.375%
Senior Subordinate Notes due
11/15/1998
Memphis Health, Education &
Housing, Executive Life
Insurance Company, Municipal
Guaranteed Investment
Certificates, 8.68% due 9/15/1996
*Sinclair Broadcast Group, Inc.,
10.00% Senior Subordinate
Notes due 12/15/2003
Southeast Texas Housing Finance
Corp., Executive Life Insurance
Company, Municipal Guaranteed
Investment Certificates, 8.60%
due 9/01/1996
Deletions
Stocks
*Amax Gold, Inc.
Borden, Inc.
COR Therapeutics, Inc.
*Cyprus Amax Minerals, Inc.
Forstmann & Co., Inc.
Harman International
Industries, Inc.
KLA Instruments Corp.
*Lamonts Apparel, Inc.--Rights
*Merry-Go-Round Enterprises, Inc.
Petrie Stores Corp.
Tokos Medical Corp.
USAir Group Inc.
Valassis Communications, Inc.
Willcox & Gibbs Inc.
Wolverine World Wide, Inc.
Bonds
Blair (John) Corp., 13.625%
Subordinated Debentures
due 1/15/1998
Leaseway Transportation Corp.,
13.25% Senior Subordinated
Debentures due 8/01/2002
Memorex Telex Corp., 10.00%
Bonds due 2/15/1998
NVR L.P., 13.75% Senior
Subordinated Debentures due
6/15/1997
*Sinclair Broadcast Group, Inc.,
10.00% Senior Subordinate
Notes due 12/15/2003
[FN]
*Added and deleted in the
same quarter.
<PAGE>
OFFICERS AND DIRECTORS
Arthur Zeikel, President and Director
Joe Grills, Director
Walter Mintz, Director
Melvin R. Seiden, Director
Stephen B. Swensrud, Director
Harry Woolf, Director
Terry K. Glenn, Executive Vice President
Norman R. Harvey, Senior Vice President
Donald C. Burke, Vice President
Robert J. Martorelli, Vice President
and Portfolio Manager
Gerald M. Richard, Treasurer
Robert Harris, Secretary
Custodian
National Westminster Bank NJ
10 Exchange Place
Jersey City, New Jersey 07302
Transfer Agent
Financial Data Services, Inc.
4800 Deer Lake Drive East
Jacksonville, Florida 32246-6484
(800) 637-3863
