GREENSPRING FUND INC
N-30B-2, 1997-04-29
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                     GREENSPRING FUND, 
                       INCORPORATED
               
               
               
                   FIRST QUARTER REPORT
               
                      MARCH 31, 1997
               
               
               
               
               
        This report is authorized for distribution
         only to shareholders who have received a
          copy of the official Prospectus of the 
              Greenspring Fund, Incorporated.
               
               
               
               
               
<PAGE>
               
               
                                   April 1997
               
               
               
               
               
               
               
               
Dear Shareholders:
               
Volatility dominated the stock market during the first quarter of 1997. 
The positive market momentum of the fourth quarter of 1996 carried over into the
first several weeks of the new year.  This "irrational exuberance," as Federal
Reserve Chairman Alan Greenspan termed it, peaked in the middle of February and,
as the quarter progressed, the market averages retreated.  As of March 31, 1997,
the Dow Jones Industrial Average and the Standard & Poor's 500 Index had lost 
most of their earlier gains, but still closed with positive total return 
performances of 1.7% and 2.7%, respectively.  Broader, more representative 
averages suffered more, as indicated by the 5.5% loss in the Russell 2000 Index,
the 4.5% decline in the Lipper Capital Appreciation Fund Index, and the small 
 .4% increase in the Lipper Balanced Fund Index.
               
The Greenspring Fund gained 3.1% during the first quarter, while following a 
similar pattern to that of the major stock market averages.  The Fund
rose significantly during the first several weeks of the year, but declined 
during the month of March by a considerably smaller percentage than the major 
indices.  Even with this retreat, the Fund achieved very strong performance 
relative to appropriate benchmarks.
               
As this letter is being written, the market is in the midst of a "correction." 
This is the first market setback of any significance since July of 1996, 
although many sectors of the market have experienced sharp and painful 
corrections already.  According to a recent study by Prudential Securities, as 
of the end of the first quarter, 55% of the stocks traded in the NASDAQ market 
had declined by 20% or more from their highs of the past 52 weeks.  It is during
difficult market conditions such as this that the Greenspring Fund has 
historically shone.  As frequently stated, the Fund's investment objective is to
provide steady, consistent performance for our shareholders throughout an entire
market cycle.  We pursue this goal by investing in stocks and bonds that are 
relatively insensitive to the gyrations of the overall market.  This lack of 
market sensitivity should limit the volatility of the portfolio and, 
consequently, minimize  losses and preserve capital during market downturns. 
We prefer to invest in securities where company-specific events drive 
performance, as opposed to being dependent upon broad market forces.
<PAGE>
               
A hypothetical example illustrates the importance of preserving capital
during difficult markets.  Suppose an investor starts with a portfolio of 
securities worth $100,000.   Assume that a severe bear market follows during 
which the portfolio suffers a 50% decline, lowering the value to $50,000.  To 
return to the original $100,000, the investor would need to recoup $50,000, 
which would be a 100% gain from the current account size.  A less risky 
investor, who initially loses only half the amount of the more aggressive 
investor, would see his portfolio decline from $100,000 to $75,000.  To return 
to his original amount, he would need to make $25,000 on his $75,000 portfolio, 
or 33%, certainly a more achievable goal than 100%.  If an investor regains 
the lost amount at a compounded rate of 10% per year, it would take the more 
aggressive investor almost eight years to return to the original $100,000, as 
compared to about three years for the more conservative investor.  In support 
of this hypothetical example, we can provide several "real life" examples of 
Greenspring Fund's historical ability to preserve capital during difficult
market environments.
               
The first example, as illustrated in the following chart, is Greenspring
Fund's performance  compared with the Dow Jones Industrial Average and the 
S&P 500 Index during the three periods that represent the largest market 
declines, as measured by the S&P 500 Index, of the last ten years.
               
               
             Peak      Trough
               
               
             8/25/87 - 10/19/87  Greenspring Fund    - 8%
                                 Dow Jones Indus.    -36%
                                 S&P 500             -33%
               
             7/16/90 - 10/11/90  Greenspring Fund    - 8%
                                 Dow Jones Indus.    -20%
                                 S&P 500             -19%
               
             2/02/94 - 06/24/94  Greenspring Fund      0%
                                 Dow Jones Indus.    - 8%
                                 S&P 500             - 7%
               
               
The second illustration comes from a recently published Lipper
Analytical Services ("Lipper ") Performance Analysis report. One measurement
calculated by Lipper is a mutual fund's worst-performing three-month period 
during the last ten years. Out of 124 Growth and Income funds, which is how 
Lipper classifies us, the Greenspring Fund is ranked number one. This means 
that the Fund lost less than any other mutual fund during its worst three-
month period.  During the Crash of 1987, the Greenspring Fund at one point 
had declined 10.8% from its three-month high.  The average decline for all 
Growth and Income funds during their worst quarter over the last ten years 
was almost 26%.
               
               
<PAGE>
               
Also included in Lipper's report was a calculation of the number of
months it took a mutual fund to return to its high following its worst quarterly
loss.  For the Greenspring Fund, it took five months to recover its loss, which 
compares very favorably with the sixteen months that it took the average Growth 
and Income fund.
               
Although we cannot guarantee that our relative or absolute performance
during the current market correction will match that of prior down phases, our
investment style remains the same and our confidence remains high in our ability
to provide excellent relative performance.  Furthermore, we want to make it 
clear that in no way are we expecting a market correction as severe as the ones 
that occurred in either 1987 or 1990.  
               
The Greenspring Fund is not immune from market corrections and has
experienced some weakness since the market peak in February.  We  attribute much
of the weakness in the Fund to its sizable position in financial stocks.  The 
common stocks of banks, thrifts, insurance companies and other financial 
services companies declined after the Federal Reserve, in a well-anticipated 
move, boosted short-term interest rates by a 1/4 of a percentage point (25 basis
points).  In reaction to the Fed move, "momentum" investors hurriedly exited the
financial sector that had been "hot" for several years.  This quick exit 
exacerbated the downward pressure on these stock prices.  We believe this sharp 
sell-off will prove to be unwarranted, as investors realize how inexpensively 
financial stocks are priced relative to their earnings.  The financial services 
industry has evolved in a very sophisticated way over the last ten to fifteen 
years, creating an environment where increases in short-term interest rates 
should have little impact on the earnings of these companies.  In a recent 
research report, Morgan Stanley concluded that a 200 basis point increase
in rates (as compared to the recent 25 basis point increase) would reduce the
earnings of the regional banks in their research universe by a negligible 3% 
or less.
               
Currently, the Greenspring Fund is relatively fully-invested in stocks
and fixed income securities.  If the market continues its decline and more 
equity investment opportunities become available at attractive prices, we 
will sell some short-term fixed income securities in order to purchase more 
promising investments.  Meanwhile, these short-term, special-situation fixed 
income investments have served their purpose well, providing above-average, 
low-risk returns while maintaining their value and acting as a safe haven during
these difficult market conditions.  We also hold many "event-driven" investments
that should produce strong performance during 1997 regardless of the direction 
of the financial markets.  As always, we look forward to reporting on the Fund's
continued progress during the remainder of the year.
               
                                   Respectfully,
               
               
               
                                   Charles vK. Carlson
                                   President
               
<PAGE>
               
                  GREENSPRING FUND, INCORPORATED
                     PORTFOLIO OF INVESTMENTS
                          MARCH 31, 1997
               
               
COMMON STOCKS (61.34%)
               
   Shares                                           Value
               
               
            Banking (10.77%)
               
      500  *Avondale Financial Corp.            $     8,500
      600  *Bank Plus Corp.                           6,225
   31,000   BostonFed Bancorp, Inc.                 468,875
   49,400   Charter Financial, Inc.                 827,450
   18,000   Chase Manhattan Corp.                 1,685,250  
   15,000  *Coast Savings Financial, Inc.           594,375
   25,000   Columbia Bancorp, Inc.                  550,000
   89,728   Crestar Financial Corp.               3,106,832  
   50,000  *Dime Bancorp, Inc.                      768,750
   34,000   GA Financial, Inc.                      505,750
   33,500  *ITLA Capital Corp.                      498,313
   10,000   Mercantile Bankshares Corp.             337,500
   35,000  *Ocwen Financial, Inc.                 1,015,000  
   33,000  *PFF Bancorp, Inc.                       474,375
   21,100  *PS Financial, Inc.                      276,938
   44,760   Patriot Bank Corp.                      637,830
   28,600   Statewide Financial Corp.               421,850
                                                 12,183,813 
               
            Business Services (.38%)
               
   42,500  *Credit Management Solutions, Inc.       435,625
                                                    435,625
               
            Consumer Products/Services (5.10%)
               
   52,400  *American Safety Razor                   805,650
   21,600  *BEC Group                                99,900
   98,500  *Eagle Food Centers, Inc.                474,031 
   36,600   First Brands Corporation                896,700 
   19,900   Genesee Corporation Class B             800,975
   60,000  *Host Marriott Services                  532,500
  180,880  *Seven-Up/RC Bottling Company of  
            Southern California                   2,153,557
                                                  5,763,313               
               
            Defense (.81%)
               
   11,000   Lockheed Martin Corp.                   924,000                     
                                                    924,000    
<PAGE>
               
                  GREENSPRING FUND, INCORPORATED
                     PORTFOLIO OF INVESTMENTS
                          MARCH 31, 1997
               
                  
COMMON STOCKS (CON'T)
               
   Shares                                            Value
               
            Electric Power (.02%)
               
    2,500  *NRG Generating, Inc.                $    28,125
                                                     28,125
               
            Entertainment (.65%)
               
  100,000  *Colonial Downs Holdings, Inc.           737,500
                                                    737,500
               
            Environmental Services (4.57%)  
               
  121,100   Alliance Global Environmental Fund    1,665,125
  394,974  *ATC Group Services, Inc.              3,505,394               
                                                  5,170,519
               
            Financial Services (4.18%)
               
  320,700   Criimi Mae Inc.                       4,730,325
                                                  4,730,325
               
            Healthcare Products/Services (1.41%)
               
   69,700  *Mediq, Inc.                             566,313
   60,000  *Universal Hospital Systems            1,027,500
                                                  1,593,813
               
            Insurance (5.02%)
               
   75,000   PartnerRe Holdings, Ltd.              2,653,125
   51,208   Reliastar Financial Corp.             3,027,673
                                                  5,680,798
<PAGE>
               
                  GREENSPRING FUND, INCORPORATED
                     PORTFOLIO OF INVESTMENTS
                         MARCH 31, 1997
               
                  
COMMON STOCKS (CON'T)
               
  Shares                                           Value
               
            Manufacturing (11.26%)
               
   11,300   Charter Power Systems              $    365,837
   16,700  *Figgie International                    187,875
   32,200  *Figgie International Class A            390,425
  278,300  *Griffon Corporation                   3,339,600  
   55,200  *Middleby Corp.                          469,200
  421,000   UNR Undustries, Inc.                  3,157,500
  110,000  *U.S. Industries, Inc.                 3,877,500
   35,000   Woodward Governor Company               953,750
                                                 12,741,687              
               
            Media (1.65%)
               
  100,000  *US West Media Group                   1,862,500
                                                  1,862,500
               
            Natural Resources (4.65%)
               
  242,600  *Castle Energy Corp.                   2,668,600
    8,300  *Norex Industries, Inc.                  379,725
   49,365   Penn Virginia Corp.                   2,184,401  
    3,900   United States Lime & Minerals            26,569
                                                  5,259,295
               
            Real Estate (8.08%)
               
  125,000   Health & Retirement Property Trust    2,250,000
  295,000   Mark Centers Trust                    3,208,125
  245,645   The Town and Country Trust            3,684,675
                                                  9,142,800       
               
            Companies in Liquidation (2.79%)
               
    4,700  *Aerospace Creditors Liquidating Trust    19,387
   46,184  *Atlantic Realty Trust                   499,364
  487,000  *EQK Realty Investors 1                  730,500
  801,450  *Hi Shear Industries, Inc.             1,903,444  
                                                  3,152,695
               
            Total Common Stocks 
             (Cost $54,460,764)                  69,406,808     
                   
<PAGE>
                  GREENSPRING FUND, INCORPORATED
                     PORTFOLIO OF INVESTMENTS
                          MARCH 31, 1997
                  
               
PREFERRED STOCKS (5.44%)
               
  Shares/
 Principal 
  Amount                                            Value

             Convertible Pfd. Stock (1.11%)
               
    54,500   Prime Retail, Inc.                 $ 1,253,500    
               
             Total Convertible Pfd. Stock         1,253,500
               
             Non-Convertible Pfd. Stocks (4.33%)
               
     1,000  +Bank United Capital, 10.25%, 
             Series A                               985,000
    14,500   Illinois Power Company, Adj, Rate
             Pfd., Series A                         659,750
   108,000   Live Entertainment, Adj. Rate Pfd., 
             Series B                               972,000
    94,500  *River Bank America $3.75, Series A   2,279,813
               
             Total Non-Convertible Pfd. Stocks    4,896,563
               
             Total Preferred Stocks 
                (Cost $5,419,008)                 6,150,063 
               
               
BONDS (26.22%)
               
             Convertible Bonds (7.73%)
               
$1,500,000   Alexander Haagen Properties, Inc.,
             7.50%, 1/15/01                       1,410,000
 2,000,000   Bell Sports Corp., 4.25%, 11/15/00   1,555,000
 4,000,000   Corporate Express, Inc., 4.50%, 
             7/1/00                               3,402,500
 1,176,000   Kelley Oil & Gas Partners, Ltd.,
             8.50%, 4/1/00                        1,127,490
   685,000   Kelley Oil & Gas Partners, Ltd.,
             7.875%, 12/15/99                       649,038
   500,000   Liberty Properties Limited 
             Partnership, 8.00%, 7/1/01             606,875
               
             Total Convertible Bonds              8,750,903 
               
<PAGE>
               
                  GREENSPRING FUND, INCORPORATED
                     PORTFOLIO OF INVESTMENTS
                          MARCH 31, 1997
                  
               
BONDS (CON'T)
               
 Principal
  Amount                                            Value 
               
             Non-Convertible Bonds (16.41%)
               
$1,500,000   B.F. Saul Real Estate Investment  $  1,610,625 
             Trust, 11.625%, 4/1/02
 1,000,000   Figgie International, 
             9.875%, 10/1/99                      1,035,625  
 3,000,000   Greyhound Lines, 10.00%, 7/31/01     3,093,750
 1,000,000  +Life Savings Bank, 13.50%, 3/15/04   1,000,000
   387,100   Live Entertainment, 12.00%, 3/23/99    379,358
 1,904,000   Mattel, Inc., 10.125%, 8/15/02       1,999,200
   400,000   Ocwen Financial, 11.875%, 10/1/03      436,000
 3,000,000   Revlon Worldwide, 0.00%, 3/15/98     2,830,314
 2,950,000   TransTexas Gas Corp., 
             11.50%, 6/15/02                      3,246,844
 1,840,000   UNC Inc., 9.125%, 7/15/03            1,922,800
 1,000,000   U.S. Treasury, 7.125%, 9/30/99       1,013,906
               
             Total Non-Convertible Bonds         18,568,422 
               
             Bonds in Reorganization (2.08%)
               
 3,500,000  *Lomas Mortgage, 10.25%, 10/1/02      2,355,937
               
             Total Bonds in Reorganization        2,355,937 
               
             Total Bonds (Cost $27,885,156)      29,675,262
               

SHORT-TERM INVESTMENTS (8.35%)
               
             Commercial Paper (6.19%)
                
 2,000,000   General Electric Corp.,              
             5.32508707%, 4/14/97                 2,000,000
 5,000,000   Household Finance, 
             5.313423344%, 4/7/97                 5,000,000
               
             Total Commercial Paper               7,000,000 
                              <PAGE>
               
               
                  GREENSPRING FUND, INCORPORATED
                     PORTFOLIO OF INVESTMENTS
                          MARCH 31, 1997
               
               
SHORT-TERM INVESTMENTS (CON'T)
               
                                                   Value

             Other Short-Term Investments (2.16%)
               
             Rodney Square Money Market        $  2,453,274
               
             Total Other Short-Term Investments   2,453,274
               
             Total Short-Term Investments
                    (Cost $9,453,274)             9,453,274
               
             Total Investments in 
                   Securities (101.35%)
                   (Cost $97,218,202)           114,685,407
               
             Other Assets Less 
                   Liabilities ((1.35%))       (  1,534,803)
               
             Total Net Assets (100%)           $113,150,604      
               
               
*Non-income producing securities               
               
+144A securities representing 1.75% of net assets 
               
Securities traded primarily on a principal securities exchange are valued at the
last reported sales price on the exchange of major listing.  Securities which 
are traded principally in the over-the-counter market, listed securities for 
which no sale was reported on the day of valuation, listed securities for which 
the last reported sale price is not in the context of the highest closing bid 
price and the lowest closing offering price, and listed securities whose primary
market is believed by the Advisor to be over-the-counter are valued at the mean 
of the closing bid and asked prices obtained from sources that the Advisor deems
appropriate.  Short-term investments are valued at amortized cost which 
approximates fair market value.  The value of securities that either mature or 
have an announced call within 60 days will be amortized on a straightline basis 
from the market value one day preceding the beginning of the amortization 
period.  Securities for which market quotations are not readily available are 
valued at fair market value as determined in good faith by the Advisor as 
directed by the Board of Directors.  
               
               
<PAGE>
               
                    


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