MBL GROWTH FUND INC
N-30D, 1996-08-22
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<PAGE>
                             MBL GROWTH FUND, INC.
 
Dear Shareholders and Variable Annuity Participants:
 
MBL  Growth Fund returned  9.0% and 28.8%  (net of expenses)  during the six and
twelve month periods ending June  30, 1996. The Standard  & Poor's 500 Index,  a
generally  accepted  index  of  unmanaged  securities  unburdened  by investment
company-related expenses, returned 10.1% and 26.0% respectively during the  same
periods.
 
We  are pleased to report that the Fund has maintained a successful track record
while pursuing its investment objective  in a prudent, conservative manner.  The
Fund's  risk  level, or  volatility as  compared to  movements in  stock prices,
continues to be materially lower than other funds.
 
The Fund's excellent performance is reflected  in the five star rating given  as
of  July 31, 1996  to MBL Variable Contract  Account-2 ("VCA-2") by Morningstar,
Inc., a widely followed mutual fund rating service. VCA-2 is a variable  annuity
accumulation  account that invests  solely in the  Fund. Morningstar's five star
rating is reserved for the top ten percent of annuity accumulation accounts with
similar investment  objectives  ranked  according  to  historical  risk-adjusted
performance.
 
In  the  letter  that  follows, Michael  Mullarkey,  the  Fund's  lead portfolio
manager, discusses  some  of the  individual  issues that  affected  performance
during the first six months of 1996.
 
On  August  13,  1996, the  Board  of  Directors declared  a  dividend  from net
investment income of $0.13  per share and a  capital gain distribution of  $0.11
per share payable to shareholders of record on August 13, 1996.
 
The  Board  of Directors  continues  to invite  you  to mail  your  comments and
suggestions to them and thanks you for your continued support and confidence  in
the Fund.
 
                                          Yours sincerely,
                                          EUGENE J. CIARKOWSKI
                                          PRESIDENT
 
August 15, 1996
<PAGE>
                        REPORT OF THE INVESTMENT ADVISER
 
Dear Shareholders and Variable Annuity Participants:
 
During  the first six months of 1996, the MBL Growth Fund posted returns of 9.0%
versus 10.1% for the Standard & Poor's 500 Index, a generally accepted index  of
unmanaged securities. We hope long-term holders are pleased by the fact that the
MBL  Growth  Fund,  after expenses,  has  beaten  the S&P  500  Index,  which is
unburdened by expenses, over a one and five year period, and that this has  been
accomplished with lower risk than represented by the S&P 500 Index.
 
In  the paragraphs that follow, we  talk about holdings that materially affected
the Growth Fund's performance during the first half of 1996.
 
TELEDYNE probably had the greatest positive impact during the first half of  the
year.  It appreciated 41.5% on the back of a plan, which has received government
blessing, to merge Teledyne and Allegheny Ludlum. The initial price we paid  was
only  nominally higher than the per share value of its over funded pension plan.
Allegheny is  a particularly  well run  specialty stainless  steel  manufacturer
which  is likely  to bring  new economies  and markets  to Teledyne's prospering
specialty metals operations. Since Allegheny  has an under funded pension  plan,
there  will  also  be financial  synergies.  While  we have  benefited  from the
impending merger, we worry that  Allegheny's basic product, stainless steel,  is
coming into oversupply. As a result, we've reduced our Teledyne holdings.
 
Another  positive performer was SHOWBIZ PIZZA  TIME, appreciating 94% during the
first half of the year.  ShowBiz is in the midst  of a renovation of its  entire
chain of restaurants, which has moved same store sales comparisons from negative
to  positive. In the midst of  this redo, ShowBiz' largest competitor, Discovery
Zone, went  bankrupt  and began  to  aggressively close  marginal  stores.  This
further  helped ShowBiz'  comparisons. As  positive same  store sales approached
10%, ShowBiz earnings and cash flow swelled. And since ShowBiz has a substantial
tax loss carry forward, the bulk of the additional revenues flowed right through
to net earnings. We continue to hold ShowBiz. Its operational expertise makes it
the logical merger candidate for a slimmed down Discovery Zone that could emerge
from bankruptcy in  1997. If  such a  merger were  to occur,  it would  probably
double the size of ShowBiz while reloading its tax loss carry forward.
 
Another  positive contributor was STORAGE TECHNOLOGY,  a new purchase. We bought
Storage Tek because we  saw changes at  the Board level  that we believed  would
revitalize  the  company.  These  changes included  easing  out  both  the Chief
Financial Officer and Chief  Executive Officer and appointing  a new team  which
crafted  a brilliant  agreement to sell  substantial quantities  of leading edge
disc drives to IBM, a  former competitor. Cash has  swelled to $490 million  and
debt is down to $160 million. Employment is down over 26% and is still dropping.
Meanwhile  earnings are surging, and a good part of the investment world has yet
to realize how profound the changes in the company are.
 
TIMES MIRROR was another positive contributor, appreciating 28% during the first
half of the year. We believe this was due to steps taken by Mark Willes, the new
Chief Executive Officer. Willes has eliminated peripheral holdings, shifted some
management,  reduced  employment  and  bought  back  stock.  Profitability   has
responded nicely.
 
Another   large  holding,  NATIONAL   SERVICE  INDUSTRIES,  helped  performance,
appreciating almost 21%  during the  first half,  nicely outpacing  the S&P  500
Index.  National Service  is an  under leveraged,  modest growth, multi-industry
company.
 
One of our poorer performers was REVCO. It suffered when plans to merge it  with
Rite  Aid were opposed by the Federal  Trade Commission. We continue to hold our
position because  we  think it  is  the kind  of  steady grower  that  could  do
relatively well in a slow growth economy.
 
                                       2
<PAGE>
DIGITAL  EQUIPMENT, another holding, suffered when  it disclosed its PC business
had slowed materially in March. We had initially bought Digital because it had a
good chance of emerging  as the leader  in 64 bit computing.  This may still  be
true but we now believe it will get greater competition from Intel. As a result,
we have recently eliminated our holdings.
 
                                          Sincerely,
 
                                                         [SIG]
                                          MICHAEL J. MULLARKEY
                                          Managing Director
                                          MARKSTON INVESTMENT MANAGEMENT
 
August 15, 1996
 
                                       3
<PAGE>
STATEMENT OF ASSETS AND LIABILITIES
MBL GROWTH FUND, INC.
JUNE 30, 1996 (UNAUDITED)
 
<TABLE>
<S>                                        <C>
ASSETS
Investments -- Note E:
  Common stocks (cost $24,461,536).......  $29,562,092
  Preferred stocks (cost $63,491)........       65,839
  Corporate bonds (cost $479,579)........      595,867
  Short-term investments.................   11,434,096
                                           -----------
                                            41,657,894
Cash.....................................       24,164
Dividends and interest receivable........       39,536
Receivable for investment securities
 sold....................................      276,164
Other assets.............................        4,832
                                           -----------
        Total Assets.....................  $42,002,590
                                           -----------
                                           -----------
LIABILITIES
Payable for investment securities
 purchased...............................  $   606,151
Payable for Fund shares redeemed.........        1,653
Accrued investment advisory fee -- Note
 B.......................................       47,269
Accounts payable and accrued expenses....       17,321
                                           -----------
        Total Liabilities................      672,394
 
NET ASSETS
Capital stock -- 3,694,531 shares of
  $1.00 par value capital stock
  outstanding (21,000,000 shares
  authorized)............................    3,694,531
Capital paid-in..........................   26,336,547
Accumulated undistributed net investment
  income.................................      520,882
Accumulated undistributed net realized
  gain from security transactions........    5,559,044
Net unrealized appreciation of
 investments.............................    5,219,192
                                           -----------
        Total Net Assets.................   41,330,196
                                           -----------
        Total Liabilities and Net
         Assets..........................  $42,002,590
                                           -----------
                                           -----------
Net asset value, offering price, and
  redemption price per share
  ($41,330,196  DIVIDED BY 3,694,531
  shares of
  capital stock outstanding).............       $11.19
                                           -----------
                                           -----------
</TABLE>
 
See notes to financial statements.
 
STATEMENT OF OPERATIONS
MBL GROWTH FUND, INC.
SIX MONTHS ENDED JUNE 30, 1996 (UNAUDITED)
 
<TABLE>
<S>                                        <C>
Investment Income:
  Dividends..............................  $   302,940
  Interest...............................      333,120
                                           -----------
                                               636,060
Expenses:
  Investment advisory fee -- Note B......       89,227
  Custodian..............................       34,427
  Audit..................................       13,462
  Transfer agent.........................        9,852
  Legal..................................        8,564
  Printing...............................        6,164
  Insurance expense......................        4,676
  Directors' fees........................        3,750
  Miscellaneous..........................        1,547
  Registration and filing fees...........          354
  State tax..............................          125
                                           -----------
                                               172,148
                                           -----------
        Net Investment Income............      463,912
                                           -----------
Realized and Unrealized Gain (Loss) on
  Investments -- Note E:
  Net realized gain from security
    transactions.........................    5,272,875
  Decrease in unrealized appreciation of
    investments..........................   (2,268,221)
                                           -----------
    Net Gain on Investments..............    3,004,654
                                           -----------
    Net Increase in Net Assets Resulting
      from Operations....................  $ 3,468,566
                                           -----------
                                           -----------
</TABLE>
 
                                       4
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
MBL GROWTH FUND, INC.
(UNAUDITED)
 
<TABLE>
<CAPTION>
                                                    SIX MONTHS    YEAR ENDED
                                                    ENDED JUNE   DECEMBER 31,
                                                     30, 1996        1995
                                                    -----------  ------------
<S>                                                 <C>          <C>
INCREASE (DECREASE) IN NET ASSETS:
 
FROM OPERATIONS
  Net investment income...........................  $  463,912   $   951,647
  Net realized gain from security transactions
    ($5,272,875 and $2,228,783, respectively, for
    federal income tax purposes)..................   5,272,875     2,228,794
  Increase (decrease) in unrealized appreciation
    of investments................................  (2,268,221 )   7,376,436
                                                    -----------  ------------
    Net Increase in Net Assets Resulting from
     Operations...................................   3,468,566    10,556,877
                                                    -----------  ------------
 
FROM DISTRIBUTIONS TO SHAREHOLDERS -- NOTE F
  Dividends from net investment income ($0 and
    $.26, per share, respectively)................           0      (950,032)
  Distributions from net realized gain from
    security transactions ($0 and $.68, per share,
    respectively).................................           0    (2,494,342)
                                                    -----------  ------------
    Total Distributions to Shareholders...........           0    (3,444,374)
                                                    -----------  ------------
 
FROM CAPITAL SHARE TRANSACTIONS -- NOTE D
  Net increase (decrease) in net assets from
    capital share transactions....................  (2,289,427 )   1,039,015
                                                    -----------  ------------
    Net Increase in Net Assets....................   1,179,139     8,151,518
 
NET ASSETS
  Beginning of period.............................  40,151,057    31,999,539
                                                    -----------  ------------
  End of period (including undistributed net
    investment income of $520,882 and $56,970
    respectively).................................  $41,330,196  $40,151,057
                                                    -----------  ------------
                                                    -----------  ------------
</TABLE>
 
See notes to financial statements.
 
                                       5
<PAGE>
SCHEDULE OF PORTFOLIO INVESTMENTS
MBL GROWTH FUND, INC.
JUNE 30, 1996 (UNAUDITED)
<TABLE>
<CAPTION>
  NUMBER
    OF                                         MARKET
  SHARES                                        VALUE
- -----------                                  -----------
<C>          <S>                             <C>
             COMMON STOCKS (71.53%)
 
             AEROSPACE AND DEFENSE (5.19%)
     59,400  Teledyne, Inc.................  $ 2,145,825
                                             -----------
 
             AGRICULTURE (0.70%)
      7,700  IMC Global Inc................      289,712
                                             -----------
 
             BANKING AND FINANCE (4.51%)
     36,400  American Express Co...........    1,624,350
      3,000  Northern Trust Corp...........      173,250
      2,000  Wilmington Trust Corp.........       64,500
                                             -----------
                                               1,862,100
                                             -----------
             BUILDING (3.78%)
      9,600  Lone Star Industries, Inc.....      322,800
     22,100  Morgan Products Ltd.*.........      140,887
     18,500  Vulcan Materials Co...........    1,098,438
                                             -----------
                                               1,562,125
                                             -----------
 
             CHEMICALS (0.28%)
      3,800  Lubrizol Corp.................      115,425
                                             -----------
             COMPUTERS AND COMPUTING (10.49%)
      4,300  Digital Equipment Corp.*......      193,500
      3,500  Electronic Data Systems
               Corp........................      188,125
     74,100  National Computer Systems,
               Inc.........................    1,556,100
     35,900  Novell, Inc.*.................      493,625
     52,300  Sequent Computer Systems,
               Inc.*.......................      699,513
      2,400  Silicon Graphics, Inc.*.......       57,600
     25,700  Storage Technology Corp.*.....      983,025
     16,000  Summagraphics Corp.*..........       52,000
      8,900  Symantec Corp.*...............      111,250
                                             -----------
                                               4,334,738
                                             -----------
 
             CONGLOMERATES (4.49%)
     26,900  Minnesota Mining &
               Manufacturing Co............    1,856,100
                                             -----------
 
             CONSUMER GOODS AND SERVICES (4.52%)
      7,200  American Greetings Corp.,
               Class A.....................      196,200
      3,100  Hasbro, Inc...................      110,825
      8,500  Mattel, Inc...................      243,312
     23,900  National Service Industries,
               Inc.........................      935,087
      3,400  Time Warner, Inc..............      133,450
      5,400  Valspar Corp..................      248,400
                                             -----------
                                               1,867,274
                                             -----------
 
<CAPTION>
  NUMBER
    OF                                         MARKET
  SHARES                                        VALUE
- -----------                                  -----------
<C>          <S>                             <C>
 
             FOOD AND BEVERAGES (4.69%)
      6,600  Coca-Cola Co..................  $   322,575
      7,600  Quaker Oats Co................      259,350
     70,650  Showbiz Pizza Time, Inc.*.....    1,077,413
     23,300  Vicorp Restaurants, Inc.*.....      279,600
                                             -----------
                                               1,938,938
                                             -----------
             HEALTHCARE AND MEDICAL (4.31%)
     11,600  Caremark International,
               Inc.........................      292,900
     30,400  Cooper Companies, Inc.*.......      357,200
     17,600  Shared Medical System Corp....    1,130,800
                                             -----------
                                               1,780,900
                                             -----------
             INDUSTRIAL SERVICES (1.72%)
     39,300  Ogden Corp....................      712,312
                                             -----------
             INSURANCE (5.05%)
     64,000  Allmerica Property & Casualty
               Companies, Inc..............    1,728,000
      9,900  Argonaut Group, Inc...........      301,950
      3,500  USF&G Corp....................       57,313
                                             -----------
                                               2,087,263
                                             -----------
             INVESTMENT COMPANIES (2.31%)
     17,300  AIM Strategic Income Fund,
               Inc.........................      167,594
        900  Counsellors Tandem Securities
               Fund, Inc.*.................       16,425
     89,300  Dean Witter Government Income
               Trust.......................      770,212
                                             -----------
                                                 954,231
                                             -----------
             OIL AND GAS (5.59%)
      6,000  Amoco Corp....................      434,250
        914  Apache Corp...................       30,048
     38,125  PanEnergy Corp................    1,253,359
      3,000  Petroleum Helicopters, Inc.,
               voting......................       45,000
      8,100  Petroleum Helicopters, Inc.,
               non-voting..................      120,488
      7,000  Piedmont Natural Gas, Inc.....      161,875
     17,600  Quaker State Corp.............      264,000
                                             -----------
                                               2,309,020
                                             -----------
</TABLE>
 
                                       6
<PAGE>
SCHEDULE OF PORTFOLIO INVESTMENTS -- CONTINUED
MBL GROWTH FUND, INC.
JUNE 30, 1996 (UNAUDITED)
<TABLE>
<CAPTION>
  NUMBER
    OF                                         MARKET
  SHARES                                        VALUE
- -----------                                  -----------
<C>          <S>                             <C>
             PRINTING AND PUBLISHING
               (2.48%)
     18,800  Nelson, Thomas Inc............  $   251,450
     17,800  Times Mirror Co., Series A....      774,300
                                             -----------
                                               1,025,750
                                             -----------
 
             REAL ESTATE INVESTMENT (2.14%)
     17,168  First Union Real Estate Equity
               & Mortgage Investments......      111,592
     10,700  Health Care Property
               Investors, Inc..............      361,125
     37,016  IRT Property Co...............      351,652
      6,100  Reading Co., Class A*.........       61,000
                                             -----------
                                                 885,369
                                             -----------
             RETAIL TRADE (4.10%)
     31,400  Burlington Coat Factory
               Warehouse Corp.*............      329,700
     49,300  Revco D.S., Inc.*.............    1,177,038
      3,300  Rite Aid Corp.................       98,175
        895  Smith's Food & Drug Centers,
               Inc., Class B...............       21,368
     15,100  Universal International,
               Inc.*.......................       67,950
                                             -----------
                                               1,694,231
                                             -----------
             TEXTILE & APPAREL (0.15%)
      3,500  Oshkosh B'Gosh, Inc., Class
               A...........................       63,000
                                             -----------
 
             UTILITIES -- ELECTRIC AND GAS
               (3.16%)
     21,800  Cinergy Corp..................      697,600
      6,900  Eastern Utilities Assoc.......      135,412
     17,800  Noram Energy Corp.............      193,575
      8,000  Northwest Natural Gas Co......      280,000
                                             -----------
                                               1,306,587
                                             -----------
             UTILITIES -- TELEPHONE (0.77%)
      5,401  Sprint Corp...................      226,842
      3,800  360 Communications Co.*.......       91,200
                                             -----------
                                                 318,042
                                             -----------
 
<CAPTION>
  NUMBER
    OF                                         MARKET
  SHARES                                        VALUE
- -----------                                  -----------
<C>          <S>                             <C>
 
             VOCATIONAL TRAINING (1.10%)
     31,800  National Education Corp.*.....  $   453,150
                                             -----------
             Total Common Stocks...........   29,562,092
                                             -----------
 
             PREFERRED STOCKS (0.16%)
 
             AEROSPACE AND DEFENSE (0.09%)
      2,328  Teledyne, Inc., Series E......       35,939
                                             -----------
 
             CONSUMER GOODS AND SERVICES
                (0.07%)
      2,600  Craig Corp., Class A*.........       29,900
                                             -----------
             Total Preferred Stocks........       65,839
                                             -----------
<CAPTION>
 PRINCIPAL
  AMOUNT
- -----------
<C>          <S>                             <C>
 
             CORPORATE BONDS (1.44%)
 
             INSURANCE (0.28%)
$   129,000  CII Financial, Inc., 7.50%
               conv. sub. deb., due
               September 15, 2001..........      117,067
                                             -----------
 
             VOCATIONAL TRAINING (1.16%)
    570,000  National Education Corp.,
               6.50% conv. sub. deb., due
               May 15, 2011................      478,800
                                             -----------
             Total Corporate Bonds.........      595,867
                                             -----------
 
             SHORT-TERM INVESTMENTS
               (27.67%)
 11,505,000  U.S. Treasury Bills, 4.95% to
               5.01%, due July 25 to August
               22, 1996....................   11,434,096
                                             -----------
             Total Investments (100.80%)...   41,657,894
                                             -----------
             Liabilities, less cash,
               receivables and other assets
               (-0.80%)....................     (327,698)
                                             -----------
             Net Assets (100.00%)..........  $41,330,196
                                             -----------
                                             -----------
</TABLE>
 
- ---------
* Non-income producing security.
 
  The percentage shown for each investment category is the total value of that
  category expressed as a percentage of the total net assets of the Fund.
 
  See notes to financial statements.
 
                                       7
<PAGE>
NOTES TO FINANCIAL STATEMENTS
MBL GROWTH FUND, INC. (UNAUDITED)
 
NOTE A  -- ACCOUNTING POLICIES
 
MBL  Growth  Fund,  Inc. (the  "Fund")  is a  diversified,  open-end, management
investment company  registered under  the  Investment Company  Act of  1940,  as
amended.
 
The  Fund  functions as  the investment  vehicle  for certain  variable contract
accounts  of  MBL  Life  Assurance  Corporation  ("MBL  Life")  which  are  unit
investment  trusts ("Separate Accounts") registered under the Investment Company
Act of 1940,  as amended.  Significant accounting policies  of the  Fund are  as
follows:
 
INVESTMENTS:  Investments, except for short-term investments which are stated at
amortized cost, which approximates market value, are valued at closing prices on
national securities  exchanges.  Securities  traded  on  a  national  securities
exchange  for which  there are  no sales  on the  valuation date  and securities
traded over-the-counter, are valued at  closing bid prices. Investment  security
transactions  are recorded on the  date of purchase or  sale. Realized gains and
losses on  investment transactions  are determined  on the  basis of  identified
cost.
 
FEDERAL  INCOME TAXES: The Fund does not  provide for federal income taxes since
it intends to continue to qualify as a "regulated investment company" under  the
Internal  Revenue Code and  to maintain this  qualification by distributing each
year substantially all of its taxable net income and net realized capital  gains
to its shareholders.
 
DIVIDENDS:  Dividends receivable on investment  securities and dividends payable
to shareholders are recorded on the ex-dividend date.
 
ESTIMATES: The preparation of financial statements in accordance with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions that affect the  reported amounts and  disclosures in the  financial
statements. Actual results could differ from those estimates.
 
NOTE B  -- INVESTMENT ADVISORY AND SERVICE AGREEMENTS
 
The  Fund  has an  investment  advisory and  a  service agreement  with Markston
Investment Management ("Adviser"), a partnership between Markston International,
Inc. ("Markston") and  MBL Sales Corporation  ("MBL Sales"). Markston  is a  49%
general partner of Adviser, and MBL Sales is a 51% general partner. MBL Sales is
a wholly-owned subsidiary of MBLLAC Holding Corporation, which is a wholly-owned
subsidiary  of MBL Life.  Under the investment  advisory and service agreements,
the Fund pays Adviser a periodic fee (basic  fee) at the annual rate of .50%  of
the  first  $200,000,000  of the  Fund's  total  net assets,  .45%  of  the next
$100,000,000 of such  value, .40% of  the next $100,000,000  of such value,  and
 .35%  of such value in excess of $400,000,000.  The basic fee may be adjusted by
an amount determined according to a  formula based on the Fund's performance  in
relation  to the Standard & Poor's 500 Index ("Index"). The formula provides for
a weekly increase or decrease  in the basic fee by  an amount equal to .05%  per
annum   for  each  full  two  percentage   points  that  the  Fund's  investment
performance, over a 24-month period, is better or worse than that of the  Index.
The  maximum adjustment is .30%. The fee  is computed and accrued daily and paid
quarterly. Based on the  formula, for the 24-month  period ended June 30,  1996,
the  Fund's investment performance was 5.72 percentage points worse than that of
the Index, resulting in a downward adjustment to the basic fee of 0.10%.
 
                                       8
<PAGE>
NOTE B  -- INVESTMENT ADVISORY AND SERVICE AGREEMENTS -- CONTINUED
In the event operating  expenses of the Fund,  exclusive of taxes and  interest,
but  including the investment advisory fee, exceed 1.5% of the first $30,000,000
of the Fund's average daily net asset  value and 1% of the Fund's average  daily
net  asset value in excess  of $30,000,000 for any  fiscal year related thereto,
Adviser will reimburse the Fund  promptly after the end  of the fiscal year  for
such excess. No reimbursement was required for the period ended June 30, 1996.
 
In  addition,  the  Fund  has  a  distribution  agreement  with  First  Priority
Investment Corporation  ("FPIC") a  wholly-owned  subsidiary of  MBLLAC  Holding
Corporation.
 
The  compensation of each disinterested director is paid by the Fund at the rate
of $400 per meeting  attended, plus an annual  retainer of $900. Aggregate  fees
paid during the period to the Fund's disinterested directors amounted to $2,550.
Two  of  the directors  of the  Fund and  all  officers of  the Fund  are either
officers or  employees  of MBL  Life.  The  compensation of  the  directors  and
officers  and any employees of the Fund  affiliated with Adviser or FPIC is paid
by the affiliated entities.
 
NOTE C  -- RELATED PARTY TRANSACTIONS
At June 30, 1996, MBL Life owned 66,395 Fund shares. In addition, 3,628,136 Fund
shares are  held by  MBL Life  Separate Accounts,  for the  benefit of  variable
annuity contract holders.
 
On  April  29, 1994,  the Third  Amended  Plan of  Rehabilitation of  the Mutual
Benefit Life Insurance  Company in  Rehabilitation ("Mutual  Benefit Life")  was
implemented.  Substantially all of the assets  and liabilities of Mutual Benefit
Life, including Mutual Benefit Life's  investment in the Fund, were  transferred
to  MBL Life. In addition,  the assets and liabilities  of the Separate Accounts
which invest in the Fund were transferred to new separate accounts of MBL Life.
 
Effective May 1, 1996 MBL Variable Contract Account-2 began accepting additional
deposits under existing contracts which, in turn, were invested in the Fund.
 
NOTE D  -- CAPITAL STOCK
A summary of capital share transactions follows:
 
<TABLE>
<CAPTION>
                                                   Six Months Ended June 30,   Year Ended December 31,
                                                             1996                       1995
                                                   -------------------------  -------------------------
                                                     Shares       Amount        Shares       Amount
                                                   ----------  -------------  ----------  -------------
<S>                                                <C>         <C>            <C>         <C>
Shares sold......................................       8,697  $      89,774           0  $           0
Shares issued in reinvestment of income dividends
 and capital gain distributions..................           0              0     347,421      3,444,374
                                                   ----------  -------------  ----------  -------------
                                                        8,697         89,774     347,421      3,444,374
Less shares repurchased..........................    (222,155)    (2,379,201)   (266,102)    (2,405,359)
                                                   ----------  -------------  ----------  -------------
Net increase (decrease) in number of shares
 outstanding and net assets resulting from
 capital share transactions......................    (213,458) $  (2,289,427)     81,319  $   1,039,015
                                                   ----------  -------------  ----------  -------------
                                                   ----------  -------------  ----------  -------------
</TABLE>
 
                                       9
<PAGE>
NOTE E  -- PURCHASES AND SALES OF INVESTMENTS
 
Purchases and proceeds from  sales of investments during  the period ended  June
30,   1996,  other  than  short-term  investments,  aggregated  $11,798,822  and
$14,551,244, respectively.
 
The identified cost of investments owned at June 30, 1996 for federal income tax
purposes was $36,438,702.  At June  30, 1996, gross  unrealized appreciation  of
investments was $6,393,666, and gross unrealized depreciation of investments was
$1,174,474  resulting in net unrealized  appreciation of $5,219,192, for federal
income tax purposes.
 
NOTE F  -- DISTRIBUTIONS AND DIVIDENDS
A capital gain distribution  and income dividend of  $0.11 and $0.13 per  share,
respectively, was declared by the Board of Directors on August 13, 1996 and paid
on August 14, 1996 to shareholders of record on August 13, 1996.
 
- -------------------------------------------------------------------------------
 
                                       10
<PAGE>
                              FINANCIAL HIGHLIGHTS
                             MBL GROWTH FUND, INC.
                                  (UNAUDITED)
 
Selected data for each share of capital stock outstanding throughout the periods
indicated:
<TABLE>
<CAPTION>
                                                           SIX MONTHS
                                                              ENDED                    YEAR ENDED DECEMBER 31,
                                                            JUNE 30,    -----------------------------------------------------
                                                              1996        1995       1994       1993       1992       1991
                                                           -----------  ---------  ---------  ---------  ---------  ---------
<S>                                                        <C>          <C>        <C>        <C>        <C>        <C>
Net Asset Value, Beginning of Period.....................   $  10.27    $   8.36   $   9.55   $   9.36   $  11.00   $  15.45
Net investment income....................................       0.13        0.26       0.21       0.17       0.31       0.66
Net realized and unrealized gain (loss) on investments...       0.79        2.59      (0.01)      1.10       1.25       2.72
                                                           -----------  ---------  ---------  ---------  ---------  ---------
Net increase (decrease) in net assets from operations....       0.92        2.85       0.20       1.27       1.56       3.38
Dividends from net investment income.....................      --          (0.26)     (0.21)     (0.17)     (0.31)     (0.66)
Distributions from net realized gain from security
  transactions...........................................      --          (0.68)     (1.18)     (0.91)     (2.89)     (7.17)
                                                           -----------  ---------  ---------  ---------  ---------  ---------
Total distributions......................................      --          (0.94)     (1.39)     (1.08)     (3.20)     (7.83)
                                                           -----------  ---------  ---------  ---------  ---------  ---------
Net Asset Value, End of Period...........................  $   11.19    $  10.27   $   8.36   $   9.55   $   9.36   $  11.00
                                                           -----------  ---------  ---------  ---------  ---------  ---------
                                                           -----------  ---------  ---------  ---------  ---------  ---------
Total Return.............................................       8.96%      34.75%      2.13%     13.77%     14.67%     22.71%
                                                           -----------  ---------  ---------  ---------  ---------  ---------
                                                           -----------  ---------  ---------  ---------  ---------  ---------
Ratios/Supplemental Data:
Net Assets, End of Period (thousands)....................  $   41,330   $  40,151  $  32,000  $  35,864  $  33,685  $  37,523
                                                           -----------  ---------  ---------  ---------  ---------  ---------
                                                           -----------  ---------  ---------  ---------  ---------  ---------
Ratio of Expenses to Average Net Assets..................       0.42%       0.86%      1.13%      1.20%      0.99%      0.57%
                                                           -----------  ---------  ---------  ---------  ---------  ---------
                                                           -----------  ---------  ---------  ---------  ---------  ---------
Ratio of Net Investment Income to Average Net Assets.....       1.13%       2.73%      2.15%      1.67%      2.39%      3.26%
                                                           -----------  ---------  ---------  ---------  ---------  ---------
                                                           -----------  ---------  ---------  ---------  ---------  ---------
Portfolio Turnover Rate..................................      40.78%      47.49%     78.29%     47.46%     48.10%     33.74%
                                                           -----------  ---------  ---------  ---------  ---------  ---------
                                                           -----------  ---------  ---------  ---------  ---------  ---------
 
<CAPTION>
 
                                                             1990       1989       1988       1987
                                                           ---------  ---------  ---------  ---------
<S>                                                        <C>        <C>        <C>        <C>
Net Asset Value, Beginning of Period.....................  $  17.18   $  14.06   $  11.69   $  14.28
Net investment income....................................      0.56       0.44       0.46       0.41
Net realized and unrealized gain (loss) on investments...     (1.46)      3.57       2.735     (0.45)
                                                           ---------  ---------  ---------  ---------
Net increase (decrease) in net assets from operations....     (0.90)      4.01       3.195     (0.04)
Dividends from net investment income.....................     (0.58)     (0.47)     (0.44)     (0.59)
Distributions from net realized gain from security
  transactions...........................................     (0.25)     (0.42)     (0.385)    (1.96)
                                                           ---------  ---------  ---------  ---------
Total distributions......................................     (0.83)     (0.89)     (0.825)    (2.55)
                                                           ---------  ---------  ---------  ---------
Net Asset Value, End of Period...........................  $  15.45   $  17.18   $  14.06   $  11.69
                                                           ---------  ---------  ---------  ---------
                                                           ---------  ---------  ---------  ---------
Total Return.............................................     -5.33%     28.51%     27.61%     -2.10%
                                                           ---------  ---------  ---------  ---------
                                                           ---------  ---------  ---------  ---------
Ratios/Supplemental Data:
Net Assets, End of Period (thousands)....................  $  59,108  $  56,805  $  40,166  $  31,506
                                                           ---------  ---------  ---------  ---------
                                                           ---------  ---------  ---------  ---------
Ratio of Expenses to Average Net Assets..................      0.68%      1.06%      0.94%      0.73%
                                                           ---------  ---------  ---------  ---------
                                                           ---------  ---------  ---------  ---------
Ratio of Net Investment Income to Average Net Assets.....      3.62%      2.80%      3.39%      3.05%
                                                           ---------  ---------  ---------  ---------
                                                           ---------  ---------  ---------  ---------
Portfolio Turnover Rate..................................      7.11%     14.69%     19.43%     18.81%
                                                           ---------  ---------  ---------  ---------
                                                           ---------  ---------  ---------  ---------
</TABLE>
 
See notes to financial statements.
 
                                       11
<PAGE>
RECORD OF PERFORMANCE (UNAUDITED)
 
The  primary  investment  objective  of  MBL  Growth  Fund,  Inc.  is  long-term
appreciation of capital. This can  only be achieved over  a period of time.  The
performance  of the Fund should not be judged over the short-term, but should be
considered in light of  its investment policies and  objectives. Following is  a
tabular  illustration of the Fund's history since  shares of the Fund were first
offered for sale on December 17, 1982.
 
<TABLE>
<CAPTION>
                                          Per Share
                                 ----------------------------
<S>                 <C>          <C>            <C>
                                   Dividends
                     Net asset     from net        Capital
                       value      investment        gains
   Period ended      per share      income      distributions
- -------------------------------------------------------------
December 31, 1982    $   10.30            --             --
December 31, 1983        12.67   $       .15    $       .05
December 31, 1984        11.20           .51           1.11
December 31, 1985        12.73           .46            .99
December 31, 1986        14.28           .38            .61
December 31, 1987        11.69           .59           1.96
December 31, 1988        14.06           .44           .385
December 31, 1989        17.18           .47            .42
December 31, 1990        15.45           .58            .25
December 31, 1991        11.00           .66           7.17
December 31, 1992         9.36           .31           2.89
December 31, 1993         9.55           .17            .91
December 31, 1994         8.36           .21           1.18
December 31, 1995        10.27           .26            .68
June 30, 1996            11.19            --             --
- -------------------------------------------------------------
</TABLE>
 
PORTFOLIO CHANGES (UNAUDITED)
 
For the period ended June 30, 1996:
 
INVESTMENTS ADDED
 
AIM Strategic Income Fund, Inc.
Amoco Corp.
Burlington Coat Factory Warehouse Corp.
Counsellors Tandem Securities Fund, Inc.
Dean Witter Government Income Trust
Electronic Data Systems Corp.
IMC Global, Inc.
Nelson, Thomas Inc.
Novell, Inc.
Revco D.S., Inc.
Sequent Computer Systems, Inc.
Silicon Graphics, Inc.
Storage Technology Corp.
Symantec Corp.
360 Communications Co.
Vicorp Restaurants, Inc.
 
INVESTMENTS ELIMINATED
 
CCH, Inc. (Classes A and B)
Cray Research, Inc.
Emerging Tigers Fund, Inc.
Global Government Plus Fund, Inc.
Global Total Return Fund, Inc.
Grossman's, Inc.
Intel Corp.
NextHealth, Inc.
Rhone-Poulenc Rorer, Inc.
Western Gas Resources, Inc.
 
                                       12
<PAGE>
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<PAGE>
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<PAGE>
                             MBL GROWTH FUND, INC.
                                520 Broad Street
                         Newark, New Jersey 07102-3111
                                 1-800-559-5535
 
                                 FUND DIRECTORS
                              Eugene J. Ciarkowski
 
                               Horace J. DePodwin
 
                              Herbert M. Groce Jr.
 
                              Kathleen M. Koerber
 
                              Jerome M. Scheckman
 
                               INVESTMENT ADVISER
                         Markston Investment Management
                            1 North Lexington Avenue
                       White Plains, New York 10601-1702
 
                                  DISTRIBUTOR
                     First Priority Investment Corporation
                                520 Broad Street
                         Newark, New Jersey 07102-3111
                                 1-800-559-5535
 
                          CUSTODIAN and TRANSFER AGENT
                         State Street Bank & Trust Co.
                                 P.O. Box 8500
                        Boston, Massachusetts 02266-8500
 
                            INDEPENDENT ACCOUNTANTS
                              Price Waterhouse LLP
                          1177 Avenue of the Americas
                            New York, New York 10036
 
THIS  REPORT  HAS BEEN  PREPARED FOR  THE SHAREHOLDERS  OF THE  FUND. IT  IS NOT
AUTHORIZED FOR OTHER DISTRIBUTION  UNLESS PRECEDED OR  ACCOMPANIED BY A  CURRENT
PROSPECTUS, WHICH INCLUDES ADDITIONAL INFORMATION ABOUT THE FUND.
 
FS-629 (8-96)
15152
 
Semiannual Report
 
June 30, 1996
 
MBL GROWTH FUND, INC.
 
                                 Distributed by
 
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