AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 1997.
REGISTRATION NOS. 2-81149
811-3636
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |_|
POST-EFFECTIVE AMENDMENT No. 15 |X|
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |_|
AMENDMENT No. 16 |X|
(Check appropriate box or boxes)
------------------------
THE GUARDIAN STOCK FUND, INC.
(Exact Name of Registrant as Specified in Charter)
201 Park Avenue South, New York, New York 10003
(Address of Principal Executive Offices)
Registrant's Telephone Number: (212) 598-8259
------------------------
Copy to:
Richard T. Potter, Jr., Esq. Cathy G. O'Kelly, Esq.
c/o The Guardian Insurance Vedder, Price, Kaufman & Kammholz
& Annuity Company, Inc. 222 North LaSalle Street
201 Park Avenue South Chicago, Illinois 60601
New York, New York 10003
(Name and Address of Agent for Service)
------------------------
It is proposed that this filing will
become effective (check appropriate box):
|_| immediately upon filing pursuant to paragraph (b)
|X| on May 1, 1997 pursuant to paragraph (b)
|_| 60 days after filing pursuant to paragraph (a)(1)
|_| on (date) pursuant to paragraph (a)(1)
|_| 75 days after filing pursuant to paragraph (a)(2)
|_| on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
|_| this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
------------------------
The Registrant has registered an indefinite number of its shares under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940. The notice required by such rule for the Registrant's most recent
fiscal year was filed on February 26, 1997.
================================================================================
<PAGE>
THE GUARDIAN STOCK FUND, INC.
CROSS REFERENCE SHEET
(as required by Rule 495)
Form N-1A Item No. Location
Part A
Item 1. Cover Page............................ Cover
Item 2. Synopsis.............................. Not Applicable
Item 3. Condensed Financial Information....... Financial Highlights
Item 4. General Description of Registrant..... Cover Page; Investment
Objective and Policies;
Other Information
Item 5. Management of the Fund................ Fund Management and the
Investment Adviser;
Performance of the Fund;
Other Information
Item 5a. Management Discussion of Fund
Performance......................... Performance Results
Item 6. Capital Stock and Other Securities.... Dividends; Distributions and
Taxes; Other Information
Item 7. Purchase of Securities Being Offered.. Purchase and Redemption of
Shares; Calculation of Net
Asset Value
Item 8. Redemption or Repurchase.............. Purchase and Redemption of
Shares
Item 9. Pending Legal Proceedings............. Not Applicable
Part B
Item 10. Cover Page............................ Cover Page
Item 11. Table of Contents..................... Table of Contents
Item 12. General Information and History....... Not Applicable
Item 13. Investment Objectives and Policies.... Investment Restrictions;
Special Investment
Techniques
Item 14. Management of the Fund................ Fund Management
Item 15. Control Persons and Principal
Holders of Securities............... Guardian Life and Other Fund
Affiliates
Item 16. Investment Advisory and
Other Services...................... Investment Adviser and
Distributor; Custodian and
Transfer Agent; Independent
Auditors and Financial
Statements
Item 17. Brokerage Allocation.................. Portfolio Transactions and
Brokerage
Item 18. Capital Stock and Other Securities.... Not Applicable
Item 19. Purchase, Redemption and Pricing
of Securities Being Offered......... Not Applicable
Item 20. Tax Status............................ Not Applicable
Item 21. Underwriters.......................... Not Applicable
Item 22. Calculations of Performance Data...... Performance Data
Item 23. Financial Statements.................. Independent Auditors and
Financial Statements
Part C
Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C to this Registration Statement.
<PAGE>
PROSPECTUS
May 1, 1997
THE GUARDIAN STOCK FUND, INC.
The Guardian Stock Fund, Inc. (the "Fund") is an open-end investment
company (commonly known as a "mutual fund"). Its primary investment objective is
long-term growth of capital. The Fund primarily invests in U.S. common stocks
and securities which are convertible into such common stocks. Current income is
of lesser importance; however, it is expected that long-term growth of capital
will be accompanied by growth in income.
Shares of the Fund are available to the public only through the ownership
of variable annuities and variable life insurance policies issued by The
Guardian Insurance & Annuity Company, Inc. ("GIAC") through its separate
accounts.
This Prospectus sets forth important information that a GIAC contractowner
should know about the investment policies and operations of the Fund before
investing. This Prospectus should be retained for future reference. A Statement
of Additional Information, dated May 1, 1997, has been filed with the Securities
and Exchange Commission ("SEC") and is incorporated herein by reference. A free
copy of the Statement of Additional Information may be obtained and further
inquiries can be made by calling 1-800-221-3253 or by writing to Guardian
Investor Services Corporation(R) ("GISC") at 201 Park Avenue South, New York,
New York 10003. GISC is the Fund's investment adviser and the principal
underwriter of GIAC's variable annuities and variable life insurance policies.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS.
GSF-1
<PAGE>
FINANCIAL HIGHLIGHTS
The following table provides selected data, total returns and ratios for
one share of the Fund, and has been audited by Ernst & Young LLP, independent
auditors. This information is supplemented by the Fund's audited financial
statements, and their accompanying notes, for the year ended December 31, 1996
which appear in the Fund's 1996 Annual Report to Shareholders. This Annual
Report includes further information about the Fund's 1996 performance and the
unqualified report of Ernst & Young LLP on the Fund's 1996 financial statements.
The 1996 Annual Report is incorporated by reference into the Statement of
Additional Information. Free copies of the Statement of Additional Information
and the Fund's 1996 Annual Report to Shareholders may be obtained by calling
1-800-221-3253 or by writing to GISC, 201 Park Avenue South, New York, New York
10003.
Selected data for a share of capital stock outstanding throughout the
years indicated:
<TABLE>
<CAPTION>
Year Ended December 31,
- ------------------------------------------------------------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
period ......................... $34.72 $27.33 $29.00 $25.52 $23.28 $17.85 $21.39
------ ------ ------ ------ ------ ------ -----
Income from investment
operations
Net investment income ............ 0.53 0.44 0.40 0.58 0.48 0.63 0.69
Net realized and unrealized
gain/(loss) on investments ..... 8.62 9.01 (0.77) 4.47 3.97 5.74 (3.13)
------ ------ ------ ------ ------ ------ -----
Net increase/(decrease) from
investment operations .......... 9.15 9.45 (0.37) 5.05 4.45 6.37 (2.44)
------ ------ ------ ------ ------ ------ -----
Distributions to shareholders
Dividends from net investment
income ......................... (0.54) (0.44) (0.40) (0.59) (0.48) (0.64) (0.71)
Distributions from net realized
gain ........................... (4.74) (1.62) (0.90) (0.98) (1.73) (0.30) (0.39)
------ ------ ------ ------ ------ ------ -----
Total distributions .............. (5.28) (2.06) (1.30) (1.57) (2.21) (0.94) (1.10)
------ ------ ------ ------ ------ ------ -----
Net asset value, end of
period ......................... $38.59 $34.72 $27.33 $29.00 $25.52 $23.28 $17.85
====== ====== ====== ====== ====== ====== ======
Total return* .................... 26.90% 34.65% (1.27%) 19.96% 20.07% 35.96% (11.85%)
====== ====== ====== ====== ====== ====== ======
Ratios/supplemental data:
Net assets, end of period
(000's omitted) ................ $2,226,728 $1,615,271 $1,038,991 $869,116 $537,354 $380,962 $256,039
Ratio of expenses to average
net assets ..................... 0.53% 0.53% 0.53% 0.54% 0.55% 0.56% 0.57%
Ratio of net investment income
to average net assets .......... 1.50% 1.39% 1.49% 2.20% 2.14% 3.07% 3.66%
Portfolio turnover rate .......... 66% 78% 53% 45% 62% 51% 54%
Average rate of commissions paid** $0.0470
</TABLE>
Year Ended December 31,
- ----------------------------------------------------------------------
1989 1988 1987
- ----------------------------------------------------------------------
Net asset value, beginning of
period ......................... $19.18 $16.35 $17.15
------ ------ ------
Income from investment
operations
Net investment income ............ 0.84 0.52 0.33
Net realized and unrealized
gain/(loss) on investments ..... 3.61 2.80 0.06
------ ------ ------
Net increase/(decrease) from
investment operations .......... 4.45 3.32 0.39
------ ------ ------
Distributions to shareholders
Dividends from net investment
income ......................... (0.90) (0.49) (0.43)
Distributions from net realized
gain ........................... (1.34) -- (0.76)
------ ------ ------
Total distributions .............. (2.24) (0.49) (1.19)
------ ------ ------
Net asset value, end of
period ......................... $21.39 $19.18 $16.35
====== ====== ======
Total return* .................... 23.55% 20.37% 1.87%
====== ====== ======
Ratios/supplemental data:
Net assets, end of period
(000's omitted) ................ $269,950 $172,900 $139,437
Ratio of expenses to average
net assets ..................... 0.57% 0.61% 0.61%
Ratio of net investment income
to average net assets .......... 4.13% 2.88% 2.08%
Portfolio turnover rate .......... 38% 71% 37%
Average rate of commissions paid**
- --------------------------------------------------------------------------------
* Total returns do not reflect the effects of charges deducted under the
terms of GIAC's variable contracts. Including such charges would reduce the
total returns for all periods shown.
** For fiscal years beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share for trades on
which commissions are charged.
GSF-2
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
The Fund is registered with the SEC as an open-end, diversified,
management investment company. It is incorporated in Maryland and commenced its
operations in March 1983. The Fund's primary investment objective is to seek
long-term growth of capital. Current income is not a specific objective,
although it is anticipated that long-term growth of capital will be accompanied
by growth in income. The Fund's investment objective is a fundamental policy
which cannot be changed without shareholder approval. There is no assurance that
the Fund will meet its investment objective, and the Fund cannot eliminate the
risk of loss inherent in the ownership of securities by following its investment
policies.
The Fund attempts to meet its objective by normally investing at least 80%
of the value of its assets in a diversified portfolio of U.S. common stocks and
convertible securities. Convertible securities are bonds or preferred stock
issues which may be converted at a specified time and price into shares of
common stock of the same or different issuers. Convertible securities are
typically senior to common stock in a corporation's capital structure, so they
may entail less risk than common stocks. Convertible securities purchased by the
Fund will primarily be rated in one of the top four rating categories
established by nationally recognized statistical ratings organizations, making
them investment grade. However, the Fund may acquire convertible securities
without regard to their ratings. See the Statement of Additional Information.
The Fund employs a proprietary multi-factor stock-scoring system to
analyze and evaluate each security which it may purchase, hold or sell. This
stock-scoring system is based on quantitative methodologies and is used to
identify those securities that represent good relative value in the marketplace
and have reasonable prospects for superior relative price performance. GISC uses
information from numerous sources and value, momentum and other market factors
to modify and refine the stock-scoring system over time.
GISC, the Fund's investment adviser, can change the proportion of the
Fund's assets which are invested in particular companies and industries based on
its evaluation of the outlook for specific industries and companies and the
economy.
The Fund typically invests its available cash in repurchase agreements. In
a repurchase agreement transaction, the Fund purchases a debt security and
obtains a simultaneous commitment from the seller (i.e., a bank or securities
dealer) to repurchase the debt security at an agreed time and price, reflecting
a market rate of interest. Repurchase agreements are fully collateralized
(including the interest earned thereon) by U.S. government securities, bank
obligations, cash or cash equivalents and are marked-to-market daily during
their respective terms. Costs, delays or losses could result if the seller
becomes bankrupt or is otherwise unable to repurchase a security that is subject
to a repurchase agreement. To attempt to minimize this risk, the Fund's Board of
Directors periodically receives and reviews information about the
creditworthiness of banks and securities dealers which enter into repurchase
agreements with the Fund. The Fund will not enter into a repurchase agreement
which matures in more than seven days if, as a result, more than 10% of its net
assets would be invested in illiquid securities.
From time to time, the Fund may invest up to 5% of its net assets in
securities of U.S. or foreign companies which are issued or settled overseas.
All such investments will be U.S. dollar denominated. See the Statement of
Additional Information. If adverse market conditions necessitate a defensive
posture, the Fund may temporarily invest some or all of its assets in debt
obligations, including U.S. government securities, investment grade corporate
bonds, commercial paper, repurchase agreements and cash equivalents.
GSF-3
<PAGE>
FUND MANAGEMENT AND THE INVESTMENT ADVISER
The management and affairs of the Fund are supervised by its Board of
Directors. The Board meets regularly to review the Fund's investments,
performance, expenses, and other business affairs. The Board elects the Fund's
officers. The Board has nine members. Five Directors are not "interested
persons" of the Fund, as that term is defined in the Investment Company Act of
1940 ("the 1940 Act"). The names and business experience of the Directors and
officers of the Fund are set forth in the Statement of Additional Information.
GISC serves as investment adviser and provides certain administrative
services and facilities necessary to conduct the ongoing business of the Fund.
GISC selects, buys and sells securities for the Fund; chooses brokers and
dealers to effect the transactions; and negotiates any brokerage commissions.
The Fund pays GISC an investment management fee for these services at an annual
rate of 0.50% of its average daily net assets. All payments are due on a
quarterly basis.
GISC is located at 201 Park Avenue South, New York, New York 10003. GISC
is wholly owned by GIAC, which is, in turn, wholly owned by The Guardian Life
Insurance Company of America ("Guardian Life"), a mutual life insurance company
organized in the State of New York in 1860. GISC is the investment adviser to
six of the eight series funds comprising The Park Avenue Portfolio, The Guardian
Bond Fund, Inc., The Guardian Cash Fund, Inc., and The Guardian Small Cap Stock
Fund, all of which are open-end management investment companies, or series
thereof. GISC is the manager of another open-end management investment company
and is the co-adviser of a separate account of GIAC. GISC is also the principal
underwriter and distributor of The Park Avenue Portfolio and of variable
annuities and variable life insurance policies issued by GIAC. See the Statement
of Additional Information.
Charles E. Albers, CFA, President of the Fund, has managed the Fund since
its inception in March, 1983. Mr. Albers also manages or co-manages the assets
of two series of The Park Avenue Portfolio (The Guardian Park Avenue Fund and
The Guardian Park Avenue Small Cap Fund ) and the equity assets of Guardian
Life. Mr. Albers is a Senior Vice President of Guardian Life.
PERFORMANCE OF THE FUND
The Fund may, from time to time, provide performance information in
advertisements, sales literature or other materials furnished to existing or
prospective owners of GIAC's variable contracts. When performance information is
provided in advertisements, it will include the effect of all charges deducted
under the terms of the specified contract, as well as all recurring and
non-recurring charges incurred by the Fund. All performance results are
historical and are not representative of future results.
Total return and average annual total return reflect the change in value
of an investment in the Fund over a specified period, assuming the reinvestment
of all capital gains distributions and income dividends. Average annual total
returns show the average change in value for each annual period within a
specified period. Total returns, which are not annualized, show the total
percentage or dollar change in value over a specified period. Promotional
materials relating to the Fund's performance will always at least provide
average annual total returns for each of a short (one to four years), medium
(five to nine years) and long (ten years or more) period of time.
The Fund may also compare its performance to other investment vehicles or
other mutual funds which have similar investment objectives or programs. Also,
the Fund may quote information from secu rities indices or financial and
industry or general interest publications in its promotional materials.
Additionally, the Fund's promotional materials may contain references to types
and characteristics of certain securities; features of its portfolio; financial
markets; or historical, current or prospective economic trends. Topics of
general interest, such as personal finan-
GSF-4
<PAGE>
cial planning, may also be discussed. More information about the Fund's
performance is contained in the Fund's Statement of Additional Information and
Annual Report. Free copies may be obtained by calling 1-800-221-3253 or by
writing to GISC.
CALCULATION OF NET ASSET VALUE
The Fund's net asset value per share ("NAV") is determined as of the
earlier of the close of trading on the New York Stock Exchange or 4:00 p.m.,
Eastern time, on each day on which the New York Stock Exchange is open for
business. NAV is calculated by subtracting the Fund's liabilities, including
expenses which are accrued daily, from its total assets and dividing the result
by the number of shares outstanding. The Fund values its assets at their current
market value when market quotations are readily available. If a market value
cannot be established, assets are valued at fair value as determined in good
faith by or under the direction of the Fund's Board of Directors. Short-term
securities which mature in 60 days or less are valued by using the amortized
cost method, unless the Board determines that this does not represent fair
value. Specific information about how the Fund values certain assets is set
forth in the Statement of Additional Information.
PURCHASE AND REDEMPTION OF SHARES
Fund shares are continuously offered to GIAC's separate accounts at the
then current NAV. GIAC then offers to its contractowners units in its separate
accounts which directly correspond to shares in the Fund. GIAC submits purchase
and redemption orders to the Fund based on allocation instructions for premium
payments, transfer instructions, or surrender and withdrawal requests which are
furnished to GIAC by such contractowners. Contractowners can send such
instructions and requests to GIAC at P.O. Box 26210, Lehigh Valley, PA 18002 by
first class mail or 3900 Burgess Place, Bethlehem, PA 18017 by overnight or
express mail. Payment for redeemed shares will ordinarily be made within three
(3) business days after the Fund receives a redemption order from GIAC. The
redemption price will be the NAV next determined after GIAC receives the
contractowner's instructions or request in proper form. The Fund may suspend the
right of redemption or postpone the date of payment during any period when
trading on the New York Stock Exchange is restricted, or such Exchange is closed
for other than weekends and holidays; when an emergency makes it not reasonably
practicable for the Fund to dispose of assets or calculate its NAV; or as
permitted by the SEC.
The accompanying prospectus for a GIAC variable annuity or variable life
insurance policy describes the allocation, transfer and withdrawal provisions of
such annuity or policy.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund intends to remain qualified as a regulated investment company
under the Internal Revenue Code of 1986, as amended ("Code"), so that it will
not be subject to federal income tax on net investment income and net capital
gains that are distributed to GIAC's separate accounts. GIAC reinvests all such
distributions in additional shares of the Fund at NAV. The Fund typically
distributes any net investment income twice each year and any net capital gains
once each year. The Fund's Board of Directors can change this policy.
Contractowners who own units in a separate account which correspond to shares in
the Fund will be notified when distributions are made.
The Code and its related Treasury Department regulations require mutual
funds that are offered through insurance company separate accounts to meet
certain diversification requirements to preserve the tax-deferral benefits
provided by the variable contracts which are offered in connection with such
separate accounts. GISC intends to diversify the Fund's investments in
accordance with those requirements. The prospectuses for GIAC's variable
GSF-5
<PAGE>
annuities and variable life insurance policies describe the federal income tax
treatment of distributions from such contracts.
The foregoing is only a summary of important federal tax law provisions
that can affect the Fund. Other federal, state, or local tax law provisions may
also affect the Fund and its operations. Anyone who is considering allocating,
transferring or withdrawing monies held under a GIAC variable contract to or
from this Fund should consult a qualified tax adviser.
OTHER INFORMATION
Voting Rights. Through its separate accounts, GIAC is the Fund's sole
shareholder of record, so, under the 1940 Act, GIAC is deemed to be in control
of the Fund. Nevertheless, when a shareholders' meeting occurs, GIAC solicits
and accepts voting instructions from its contractowners who have allocated or
transferred monies for an investment in the Fund as of the record date for the
meeting. GIAC then votes the Fund's shares that are attributable to its
contractowners' interests in the Fund in accordance with their instructions.
GIAC will vote shares for which no instructions are received in the same
proportion as it votes shares for which it does receive instructions. GIAC will
vote any shares that it is entitled to vote directly due to amounts it has
contributed or accumulated in its separate accounts in the manner described in
the prospectuses for its variable annuities and variable life insurance
policies.
Each share of the Fund is entitled to one vote, and fractional shares are
entitled to fractional votes. Fund shares have non-cumulative voting rights, so
the vote of more than 50% of the shares can elect 100% of the directors.
The Fund is not required to hold annual shareholder meetings, but special
meetings may be called to elect or remove directors, change fundamental policies
or approve an investment advisory agreement, among other things.
Availability Of The Fund. The Fund is only available to owners of variable
annuities or variable life insurance policies issued by GIAC through its
separate accounts. The Fund does not currently foresee any disadvantages to the
contractowners arising from offering its shares to variable annuity and variable
life insurance policy separate accounts simultaneously, and its Board monitors
events for the existence of any material irreconcilable conflict between or
among contractowners. If a material irreconcilable conflict arises, one or more
separate accounts may withdraw their investments in the Fund. This could
possibly force the Fund to sell portfolio securities at disadvantageous prices.
GIAC will bear the expenses of establishing separate portfolios for variable
annuity and variable life insurance separate accounts if such action becomes
necessary; however, ongoing expenses that are ultimately borne by contractowners
will likely increase due to the loss of the economies of scale benefits that can
be provided to mutual funds with substantial assets.
Custodian, Transfer Agent And Dividend Paying Agent. State Street Bank and
Trust Company, Custody Division, 1776 Heritage Drive, North Quincy,
Massachusetts 02171, is the Fund's custodian, transfer agent and dividend paying
agent.
GSF-6
<PAGE>
THE GUARDIAN STOCK FUND, INC.
201 Park Avenue South, New York, New York 10003
- --------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
May 1, 1997
- --------------------------------------------------------------------------------
This Statement of Additional Information is not a prospectus, but should
be read in conjunction with the Prospectus of The Guardian Stock Fund, Inc. (the
"Fund") dated May 1, 1997. The Prospectus may be obtained without charge either
by writing to Guardian Investor Services Corporation(R), 201 Park Avenue South,
New York, New York 10003 or by telephoning 1-800-221-3253. Please retain this
document for future reference.
TABLE OF CONTENTS
Page
----
Investment Restrictions..................................................... 2
Investment Objective and Policies........................................... 3
Special Investment Techniques............................................... 3
Portfolio Transactions and Brokerage........................................ 3
Fund Management............................................................. 4
Guardian Life and Other Fund Affiliates..................................... 7
Investment Adviser.......................................................... 7
Performance Data............................................................ 8
Calculation of Net Asset Value.............................................. 9
Custodian and Transfer Agent................................................ 10
Legal Opinions.............................................................. 10
Independent Auditors and Financial Statements............................... 10
<PAGE>
INVESTMENT RESTRICTIONS
The Fund has adopted the following investment restrictions which cannot be
changed without the approval of the holders of a majority of the outstanding
shares of the Fund. As defined by the Investment Company Act of 1940, as amended
(the "1940 Act"), the vote of a majority of the outstanding voting securities of
the Fund means the lesser of the vote of (a) 67 percent of the shares of the
Fund at a meeting where more than 50 percent of the outstanding voting shares
are present in person or by proxy, or (b) more than 50 percent of the
outstanding voting shares of the Fund. All percentage restrictions on
investments apply when an investment is made. A later increase or decrease
beyond a specified limit that results from a change in value or net assets shall
not constitute a violation of the applicable restriction. The following
investment restrictions provide that the Fund may not:
1. Purchase any security other than those discussed under "Investment
Objective and Policies," as set forth in the Prospectus;
2. Invest more than 5% of its total assets in securities of issuers
having a record, together with predecessors, of less than three
years of continuous operation. This restriction does not apply to
any obligation issued or guaranteed by the United States Government,
its agencies or instrumentalities;
3. Borrow money, except that the Fund may borrow from banks up to 5% of
the value of its total assets as a temporary measure for
extraordinary or emergency needs and not for investment purposes,
such as enabling the Fund to meet redemption requests which might
otherwise require the sale of portfolio securities at a time when it
is not in the Fund's best interests;
4. Mortgage, pledge or hypothecate more than 5% of the value of its
total assets and then only to secure borrowings effected within the
above restriction;
5. Make loans of money, except through the purchase of debt obligations
and repurchase agreements in which the Fund may invest, consistent
with its investment objectives and policies, provided that
repurchase agreements maturing in more than seven days, when taken
together and at current value, may not exceed 10% of the Fund's net
assets;
6. Purchase any securities other than the obligations of U.S. branches
of domestic banks or of the U.S. Government, or its agencies or
instrumentalities, if, immediately after such purchase, more than
25% of the value of the Fund's total assets would be invested in the
securities of issuers in the same industry (there is no limitation
as to investments in obligations issued by U.S. branches of domestic
banks or in obligations issued or guaranteed by the United States
Government or its agencies or instrumentalities);
7. Invest more than 5% of the value of its total assets in the
securities of any one issuer or purchase more than 10% of the
outstanding voting securities, or any other class of securities, of
any one issuer. For purposes of this restriction, all outstanding
debt securities of an issuer are considered as one class, and all
preferred stock of an issuer is considered as one class. (This
restriction does not apply to obligations issued or guaranteed by
the United States Government, its agencies or instrumentalities.);
8. Invest more than 5% of the value of its total assets in warrants or
more than 2% of such value in warrants which are not listed on the
New York or American Stock Exchanges, except that warrants attached
to other securities are not subject to these limitations;
9. Invest more than 10% of the value of its total assets in securities
that are not readily marketable or which are restricted as to
disposition under the federal securities laws or otherwise. This
restriction will apply to repurchase agreements maturing in more
than seven days. This restriction will also apply to securities
received as a result of a corporate reorganization or similar
transaction affecting readily-marketable securities already held in
the Fund's portfolio. To the extent that securities received under
these circumstances, together with other unmarketable securities,
exceed 10% of the value of the Fund's total assets, the Fund will
attempt to dispose of them in an orderly fashion in order to reduce
its holdings in such securities to less than 10%;
10. Engage in the underwriting of the securities of other issuers,
except to the extent that the Fund may be deemed to be an
underwriter under the Securities Act of 1933 in selling portfolio
securities;
11. Purchase securities issued by any other investment company;
2
<PAGE>
12. Purchase securities on margin or sell securities short, or
participate on a joint or a joint and several basis in any trading
account in securities;
13. Write, purchase or sell puts, calls, or combinations thereof;
14. Purchase or sell commodities or commodity contracts;
15. Purchase or sell real estate (although it may purchase securities of
issuers that engage in real estate operations), securities that are
secured by interests in real estate, or securities that represent
interests in real estate, including real estate investment trusts;
16. Purchase oil, gas or other mineral leases, rights or royalty
contracts or exploration or development programs, except that the
Fund may invest in the securities of companies which invest in or
sponsor such programs;
17. Purchase or retain the securities of any issuer if, to the knowledge
of the Fund, the officers, directors and employees of the Fund or of
the Adviser who individually own more than 11/42 of 1% of the
outstanding securities of such issuer together own more than 5% of
the securities of such issuer;
18. Purchase securities for the purpose of exercising control over
another company; and
19. Issue any senior securities (except for borrowing subject to the
restrictions set forth under Investment Restriction 3, above).
INVESTMENT OBJECTIVE AND POLICIES
As described in the Prospectus, the Fund is permitted to invest in
convertible securities. Convertible securities are bonds or preferred stock
issues which may be converted at a stated price within a specified period of
time into a specific number of shares of common stock of the same or a different
issuer. Convertible securities also have characteristics similar to
non-convertible debt securities in that they ordinarily provide income with
generally higher yields than those of common stock of the same or a similar
issuer. However, convertible securities are usually subordinated to
non-convertible debt securities. Convertible securities carry the potential for
capital appreciation should the value of the underlying common stock increase,
but they are subject to a lesser risk of a decline in value, relative to the
underlying common stock, due to their fixed-income nature. Due to the conversion
feature, however, the interest rate or dividend rate on convertible securities
is generally less than would be the case if the securities were not convertible.
In evaluating a convertible security for the Fund, Guardian Investor
Services Corporation ("GISC") looks primarily at the attractiveness of the
underlying common stock and at the fundamental business strengths of the issuer.
Other factors considered by GISC include the yield of the convertible security
in relation to the yield of the underlying common stock, the premium over
investment value and the degree of call protection.
SPECIAL INVESTMENT TECHNIQUES
From time to time, the Fund may invest in U.S. dollar-denominated
securities of domestic (U.S.) or foreign companies which are issued and settled
overseas. Investing overseas involves different and additional investment risks
from investing in the U.S. For example: (1) there may be less publicly available
or less reliable information about foreign companies and such companies may be
subject to less regulation and supervision than U.S. companies; (2) foreign
stock exchanges and brokers may be subject to less governmental regulation than
similar U.S. entities; (3) securities of foreign companies may be less liquid or
more volatile than securities of U.S. companies; (4) foreign companies may not
be subject to the same accounting, auditing, examination and recordkeeping
requirements which are imposed on U.S. companies; and (5) securities issued by
foreign companies may be adversely affected by political or economic unrest,
restrictions on the flow of international capital, withholding taxes on interest
or dividend income, expropriation, nationalization, confiscatory taxation,
investment or currency exchange controls, or other foreign governmental laws or
restrictions applicable to the payment of such securities. In addition, the time
period for settlement of transactions in foreign securities may be longer than
the corresponding period for settlement of transactions in domestic securities.
It may also be more difficult to obtain and enforce judgments against foreign
entities.
PORTFOLIO TRANSACTIONS AND BROKERAGE
GISC currently serves as investment adviser to several other
Guardian-sponsored mutual funds and may act as investment adviser to others in
the future. GISC allocates purchase and sale transactions among the Fund and
3
<PAGE>
its other mutual fund clients as it deems equitable. GISC is also registered
with the Securities and Exchange Commission ("SEC") and the National Association
of Securities Dealers, Inc. as a broker-dealer. GISC has no formula for the
distribution of brokerage business when it places orders to buy and sell
approved investments. For over-the-counter transactions, GISC will attempt to
deal with a primary market maker unless better prices and execution are
available elsewhere. In allocating portfolio transactions to different brokers,
GISC gives consideration to brokers whom it believes can obtain the best price
and execution of orders, and to brokers who furnish statistical data, research
and other factual information. GISC is authorized to pay a commission in excess
of that which another broker may charge for effecting the same transaction if
GISC considers that the commissions it pays for brokerage, research services and
other statistical data are appropriate and reasonable for the services rendered.
The research services and statistical data which GISC receives in connection
with the Fund's portfolio transactions may be used by GISC to benefit its other
clients and will not necessarily be used in connection with the Fund.
For the years ended December 31, 1993, 1994 and 1995, the Fund paid
brokerage commissions of $1,087,690, $648,362 and $2,410,364, respectively.
Brokerage commissions increased significantly in 1995 because the Fund
experienced very favorable inflows from GIAC contractowners, which increased
investment opportunities. The Fund's portfolio turnover rates for the years
ended December 31, 1993, 1994 and 1995 were 45%, 53% and 78%, respectively.
Changes in the Fund's portfolio turnover rate do not indicate any change in the
investment policy. GISC does not participate in commissions paid by the Fund to
other brokers or dealers and does not knowingly receive any reciprocal business
directly or indirectly as a result of paying commissions to other brokers or
dealers.
FUND MANAGEMENT
The directors and officers of the Fund are named below. Information about
their principal occupations during the past five years and certain other current
affiliations is also provided. The business address of each director and officer
is 201 Park Avenue South, New York, New York 10003 unless otherwise noted. The
"Guardian Fund Complex" referred to in this biographical information is
comprised of (1) the Fund, (2) The Guardian Bond Fund, Inc., (3) The Guardian
Cash Fund, Inc., (4) The Park Avenue Portfolio (a series trust that issues its
shares in eight series) and (5) GIAC Funds, Inc. (formerly GBG Funds, Inc.) (a
series fund that issues its shares in three series).
Name and Address Title Business History
- ---------------- ----- ----------------
CHARLES E. ALBERS (56) President Senior Vice President,
The Guardian Life
Insurance Company of
America. Vice President,
Equity Securities, The
Guardian Insurance &
Annuity Company, Inc.
Executive Vice President
of Guardian Investor
Services Corporation and
Guardian Asset Management
Corporation. Officer of
various mutual funds
within the Guardian Fund
Complex.
JOHN C. ANGLE* (73) Director Retired. Former Chairman
3800 South 42nd Street of the Board and Chief
Lincoln, Nebraska 68506 Executive Officer, The
Guardian Life Insurance
Company of America;
Director 1/78-present.
Director (Trustee) of
Guardian Investor
Services Corporation from
6/82-2/96 and The
Guardian Insurance &
Annuity Company, Inc.
Director (Trustee) of
various mutual funds
within the Guardian Fund
Complex.
JOSEPH A. CARUSO (45) Secretary Vice President and
Corporate Secretary, The
Guardian Life Insurance
Company of America
3/96-present; Second Vice
President and Corporate
Secretary 1/95-2/96;
Corporate Secretary
10/92-12/94; Assistant
Secretary prior thereto.
Secretary, The Guardian
Insurance & Annuity
Company, Inc., Guardian
Investor Services
Corporation, Guardian
Asset Management
Corporation, Guardian
Baillie Gifford Limited
and various mutual funds
within the Guardian Fund
Complex.
- ----------
* Director who is deemed to be an "interested person" under the 1940 Act.
4
<PAGE>
Name and Address Title Business History
- ---------------- ----- ----------------
FRANK J. FABOZZI, PH.D. (48) Director Adjunct Professor of
858 Tower View Circle Finance, School of
New Hope, Pennsylvania 18938 Management -- Yale
University 2/94-present;
Visiting Professor of
Finance and Accounting,
Sloan School of
Management --
Massachusetts Institute
of Technology prior
thereto. Editor, Journal
of Portfolio Management.
Director (Trustee) of
various mutual funds
within the Guardian Fund
Complex. Director
(Trustee) of various
closed-end investment
companies sponsored by
Blackstone Financial
Management.
ARTHUR V. FERRARA* (66) Director Retired. Chairman of the
70 Baldwin Farms South Board and Chief Executive
Greenwich, CT 06831 Officer, The Guardian
Life Insurance Company of
America 1/93-12/95;
President and Chief
Executive Officer prior
thereto; Director
1/81-present. Director
(Trustee) of Guardian
Investor Services
Corporation, Guardian
Asset Management
Corporation, The Guardian
Insurance & Annuity
Company, Inc. and various
mutual funds within the
Guardian Fund Complex.
LEO R. FUTIA* (77) Director Retired. Former Chairman
18 Interlaken Road of the Board and Chief
Greenwich, Connecticut 06830 Executive Officer, The
Guardian Life Insurance
Company of America;
Director 5/70-present.
Director (Trustee) of The
Guardian Insurance &
Annuity Company, Inc.,
Guardian Investor
Services Corporation, and
various mutual funds
within the Guardian Fund
Complex. Director
(Trustee) of various
mutual funds sponsored by
Value Line, Inc.
WILLIAM W. HEWITT, JR. (68) Director Retired. Former Executive
P.O. Box 2359 Vice President, Shearson
Princeton, New Jersey 08543 Lehman Brothers, Inc.
Director (Trustee) of
various mutual funds
within the Guardian Fund
Complex.
THOMAS R. HICKEY, JR. (44) Vice President Vice President, Equity
Operations, The Guardian
Life Insurance Company of
America 3/92-present;
Vice President,
Administration, The
Guardian Insurance &
Annuity Company, Inc.
Vice President, Guardian
Investor Services
Corporation and various
mutual funds within the
Guardian Fund Complex.
ANN T. KEARNEY (45) Controller Second Vice President,
Group Pensions, The
Guardian Life Insurance
of America 1/95 to
present; Assistant Vice
President and Equity
Controller 6/94-12/94;
Assistant Controller
prior thereto. Second
Vice President of the
Guardian Insurance &
Annuity Company, Inc. and
Guardian Investor
Services Corporation.
Controller of various
mutual funds within the
Guardian Fund Complex.
SIDNEY I. LIRTZMAN, PH.D. (65) Director
38 West 26th Street
New York, New York 10010
Professor of Management
9/67-present and Acting
Dean of the School of
Business Management
2/95-present, City
University of New York --
Baruch College.
President, Fairfield
Consulting Associates,
Inc.; Director (Trustee)
of various mutual funds
within the Guardian Fund
Complex.
- ----------
* Director who is deemed to be an "interested person" under the 1940 Act.
5
<PAGE>
Name and Address Title Business History
- ---------------- ----- ----------------
NIKOLAOS D. MONOYIOS (47) Vice President Vice President, Equity
Securities, The Guardian
Life Insurance Company of
America. Vice President,
Guardian Investor
Services Corporation,
Guardian Asset Management
Corporation and The Park
Avenue Portfolio.
JOHN B. MURPHY (52) Treasurer Second Vice President,
Equity Securities, The
Guardian Life Insurance
Company of America.
Second Vice President,
The Park Avenue
Portfolio.
FRANK L. PEPE (54) Vice President Vice President and Equity
Controller, The Guardian
Life Insurance Company of
America 1/96-present;
Second Vice President and
Equity Controller prior
thereto. Vice President
and Controller, The
Guardian Insurance &
Annuity Company, Inc. and
Guardian Investor
Services Corporation.
Officer of various mutual
funds within the Guardian
Fund Complex.
RICHARD T. POTTER, JR. (42) Counsel Vice President and Equity
Counsel, The Guardian
Life Insurance Company of
America 1/96-present;
Second Vice President and
Equity Counsel
1/93-12/95; Counsel prior
thereto. Counsel, The
Guardian Insurance &
Annuity Company, Inc.,
Guardian Investor
Services Corporation,
Guardian Asset Management
Corporation and various
mutual funds within the
Guardian Fund Complex.
JOSEPH D. SARGENT*. (59) Director President, Chief
Executive Officer and
Director, The Guardian
Life Insurance Company of
America, since 1/96;
President and Director
1/93 to 12/95. Executive
Vice President prior
thereto. Director
(Trustee) of The Guardian
Insurance & Annuity
Company, Inc., Guardian
Investor Services
Corporation and various
mutual funds within the
Guardian Fund Complex.
CARL W. SCHAFER (61) Director President, Atlantic
P.O. Box 1164 Foundation (charitable
Princeton, New Jersey 08542 foundation supporting
mainly oceanographic
exploration and
research). Director of
Roadway Express
(trucking), Evans
Systems, Inc. (a motor
fuels, convenience store
and diversified company),
Hidden Lake Gold Mines
Ltd. (gold mining),
Electronic Clearing
House, Inc. (financial
transactions processing),
Wainoco Oil Corporation
and Nutraceutrix Inc.
(biotechnology). Chairman
of the Investment
Advisory Committee of the
Howard Hughes Medical
Institute 1985-1992.
Director (Trustee) of
various mutual funds
within the Guardian Fund
Complex. Director
(Trustee) of various
mutual funds sponsored by
Mitchell Hutchins Asset
Management, Inc. and
PaineWebber, Inc.
ROBERT G. SMITH, PH.D. (64) Director President, Smith
132 East 72nd Street Affiliated Capital Corp.
New York, New York 10028 Director (Trustee) of
various mutual funds
within the Guardian Fund
Complex.
- ----------
* Director who is deemed to be an "interested person" under the 1940 Act.
6
<PAGE>
The Fund pays Directors who are not "interested persons" directors' fees
of $350 per meeting and an annual retainer of $500. Directors who are
"interested persons," except Mr. Sargent, receive the same fees, but they are
paid by GISC. Mr. Sargent receives no compensation for his services as a Fund
Director. All officers of the Fund are employees of Guardian Life; they receive
no compensation from the Fund.
Each Fund Director is also a director of The Guardian Bond Fund, The
Guardian Cash Fund and GIAC Funds, Inc. (formerly GBG Funds, Inc.), a series
fund consisting of Baillie Gifford International Fund, Baillie Gifford Emerging
Markets Fund and The Guardian Small Cap Fund, and a trustee of The Park Avenue
Portfolio, a series trust consisting of The Guardian Park Avenue Fund, The
Guardian Park Avenue Small Cap Fund, The Guardian Investment Quality Bond Fund,
The Guardian Tax-Exempt Fund, The Guardian Cash Management Fund, The Guardian
Baillie Gifford International Fund, The Guardian Baillie Gifford Emerging
Markets Fund and The Guardian Asset Allocation Fund. The Fund and the other
funds named in this paragraph are a "Fund Complex" for purposes of the federal
securities laws. The following table provides information about the compensation
paid by the Fund and the Fund Complex to the Fund's Directors for the year ended
December 31, 1996.
Compensation Table*
<TABLE>
<CAPTION>
Total Compensation
Aggregate Accrued Pension or Estimated from the Fund and
Compensation Retirement Benefits Annual Benefits Other Members of
Name and Title From the Fund** Paid by the Fund Upon Retirement the Fund Complex**
- -------------- --------------- ---------------- --------------- ------------------
<S> <C> <C> <C> <C>
Frank J. Fabozzi
Director $2,500 N/A N/A $28,600
William W. Hewitt, Jr.
Director 2,500 N/A N/A 35,300
Sidney I. Lirtzman
Director 2,500 N/A N/A 35,300
Carl W. Schafer
Director 2,500 N/A N/A 35,300
Robert G. Smith
Director 2,500 N/A N/A 35,300
</TABLE>
* Directors who are "interested persons" of the Fund are not compensated by
the Fund, so information about their compensation is not included in this
table.
** Includes compensation paid to attend meetings of the Board's Audit
Committee.
The Fund's officers and directors had an aggregate interest of less than
1% in the Fund's outstanding shares as of April 1, 1997.
GUARDIAN LIFE AND OTHER FUND AFFILIATES
As of April 1, 1997, The Guardian Insurance & Annuity Company, Inc.
("GIAC") owned 100% of the Fund's outstanding shares. Such shares were allocated
among separate accounts established by GIAC. GIAC is a wholly owned subsidiary
of Guardian Life. The executive offices of GIAC and Guardian Life are located at
201 Park Avenue South, New York, New York 10003.
INVESTMENT ADVISER
Under the investment advisory agreement between the Fund and GISC, GISC
furnishes investment advice and provides or pays for certain of the Fund's
administrative costs. Among other things, GISC pays the fees and expenses of the
Fund Directors who are interested persons under the 1940 Act. Under the
investment advisory agreement, GISC has also agreed to assume those operating
expenses of the Fund (excluding interest charges and income, franchise and other
taxes) which exceed one percent (1%) of the Fund's average daily net assets for
any fiscal year. For the year ended December 31, 1995, the ratio of operating
expenses to average daily net assets of the Fund did not exceed 1%, so GISC was
not obligated to assume any such expenses. From time to time, GISC may, at its
discretion, assume certain of the Fund's ordinary operating expenses when they
are less than 1% of average daily net assets.
For the years ended December 31, 1994, 1995 and 1996, the Fund paid GISC
$4,755,723, $6,731,656, and $9,077,501 respectively, under the investment
advisory agreement.
7
<PAGE>
The investment advisory agreement between the Fund and GISC will continue
in full force and effect from year to year so long as its continuance is
specifically approved at least annually by vote of a majority of the Fund's
outstanding voting shares, or by vote of the Fund's Board of Directors,
including a majority of the Directors who are not parties to the agreement or
"interested persons" of the Fund or of GISC, cast in person at a meeting called
for that purpose. The agreement will terminate automatically upon its
assignment, and may be terminated without penalty at any time by either party
upon 60 days' written notice.
If the investment advisory agreement is terminated and it is not replaced
by an agreement with another affiliate of Guardian Life, the Fund's continued
use of the name "The Guardian Stock Fund, Inc." is subject to the approval of
Guardian Life, because Guardian Life maintains the exclusive ownership interest
of the service mark "The Guardian Stock Fund, Inc."
A service agreement between GISC and Guardian Life provides that Guardian
Life will furnish the office space, clerical staff, services and facilities
which GISC needs to perform under the investment advisory agreement. GISC's
officers are salaried employees of Guardian Life; they receive no compensation
from GISC. GISC reimburses Guardian Life for its expenses under the service
agreement.
PERFORMANCE DATA
As described in the Prospectus, the Fund may state its cumulative total
return and average annual total return in advertisements, sales materials and
communications with existing or prospective owners of GIAC's variable contracts.
"Cumulative total returns" and "average annual total returns" measure both net
investment income and realized and unrealized appreciation or depreciation for a
specified period, assuming reinvestment of capital gains distributions and
income dividends. Average annual total returns are annualized, so they show the
average annual percentage change over the specified period. Cumulative total
returns are not annualized, so they show the aggregate percentage or dollar
value change over the specified period.
The tables below show the Fund's returns for the periods noted. These
figures reflect the reinvestment of all capital gains distributions and income
dividends paid by the Fund, and the deduction of all Fund expenses. The actual
returns for owners of GIAC's variable annuities or variable life insurance
policies will be lower to reflect the effects of charges deducted under the
terms of the specific contracts.
Guardian
Stock Fund
Year Ended December 31, Total Return
______________________ ___________
1983*....................... 10.28 %
1984........................ 10.79 %
1985........................ 32.01 %
1986........................ 17.10 %
1987........................ 1.87 %
1988........................ 20.37 %
1989........................ 23.55 %
1990........................ (11.85)%
1991........................ 35.96 %
1992........................ 20.07 %
1993........................ 19.96 %
1994........................ (1.27)%
1995........................ 34.65 %
1996........................ 26.90 %
Cumulative and
Average Annual
Period Ended December 31, 1996 Total Returns
----------------------------- ------------
Lifetime Total Return of the Fund*........................ 733.30%
Average Annual Lifetime Total Return of the Fund........ 16.72%
Ten-Year Total Return..................................... 341.17%
Average Annual Ten-Year Total Return.................... 16.00%
Five-Year Total Return.................................... 142.99%
Average Annual Five-Year Total Return................... 19.43%
One-Year Total Return..................................... 26.90%
- ----------
* Beginning April 13, 1983 (commencement of Fund's investment operations).
8
<PAGE>
Stock prices fluctuated during the periods covered by the tables and the
results illustrated above are not representative of future performance.
The Fund uses the following standardized formula prescribed by the SEC to
compute its average annual total return.
P(1 + T)^n = ERV
Where: P = a hypothetical initial purchase order of $1,000 (No
sales load is deducted as Fund shares are sold at
net asset value
T = average annual total return
n = number of years
ERV = ending redeemable value of the hypothetical $1,000
purchase at the end of the period
Total return is calculated in a similar manner, except the results are not
annualized.
The following example shows the average annual total return performance of
the Fund for the periods indicated by showing the average annual percentage
change for each period and the ending redeemable value of a $1,000 investment.
The example takes into account all Fund expenses and assumes reinvestment of all
capital gains distributions and income dividends, but does not take into account
charges deducted under the terms of GIAC's variable contracts or federal income
taxes and tax penalties that may be incurred when distributions are made from
such variable contracts.
% Change ERV
--------- ----
For the year ended December 31, 1996................ 26.90% $1,269.00
For the 5 years ended December 31, 1996............. 19.43% $2,429.90
For the 10 years ended December 31, 1996............ 16.60% $4,411.70
For the life of the Fund through December 31, 1996.. 16.72% $8,333.00
The Fund may also compare its performance to that of other mutual funds
with similar investment objectives or programs and may quote information from
financial and industry or general interest publications in its promotional
materials. Additionally, the Fund's promotional materials may contain references
to types and characteristics of certain securities; features of its portfolio;
financial markets; or historical, current or prospective economic trends. Topics
of general interest, such as personal financial planning, may also be discussed.
Performance calculations contained in reports by Lipper Analytical
Services, Inc., CDA Investment Technologies, Inc., Morningstar, The WM Company,
Variable Annuity & Research Data Service or industry or financial publications
of general interest such as Business Week, Financial World, Forbes, Financial
Times, The Wall Street Journal, The New York Times, Barron's and Money which may
be quoted by the Fund are often based upon changes in net asset value with all
dividends reinvested and may not reflect the imposition of charges deducted
under the terms of GIAC's variable contracts.
The Fund's performance figures are based upon historical results and do
not represent future performance. Returns on net asset value will fluctuate.
Factors affecting the Fund performance include general market conditions,
operating expenses and investment management. Shares of the Fund are redeemable
by GIAC on behalf of GIAC contractowners at net asset value, which may be more
or less than original cost.
CALCULATION OF NET ASSET VALUE
The Fund's net asset value per share is determined as of the earlier of
4:00 p.m. Eastern time or the close of trading on the NYSE on each day on which
the NYSE is open for business. The net asset value per share is calculated by
adding the value of all securities, cash or other assets, subtracting
liabilities, dividing the remainder by the number of shares outstanding and
adjusting the results to the nearest full cent per share.
The calculation of the Fund's net asset value may not occur
contemporaneously with the determination of the value of any foreign securities
included in such calculation because trading on foreign exchanges may not take
place every day the NYSE is open and the NYSE may be closed when foreign
exchanges are open for business.
Securities Valuations. Securities which are listed or traded on any
securities exchange or on the NASDAQ National Market System are valued at the
last sale price or, if there have been no sales during the day, at the mean of
the closing bid and asked prices. Investments in U.S. government securities
(other than short-term securities) are valued at the average of the quoted bid
and asked price in the over-the-counter market. Certain debt securities
9
<PAGE>
may be valued each business day by an independent pricing service ("Service").
Debt securities for which quoted bid prices, in the judgment of the Service, are
readily available and are representative of the bid side of the market are
valued at the mean between the quoted bid prices (as obtained by the Service
from dealers in such securities) and asked prices (as calculated by the Service
from dealers in such securities). Other debt securities that are valued by the
Service are carried at fair value as determined by the Service, based on methods
which include consideration of: yields or prices for securities of comparable
quality, coupon, maturity and type; indications as to values from dealers; and
general market conditions. Certain debt securities, including securities for
which market quotations are not readily available, such as illiquid securities,
are valued at fair value as determined in good faith by or under the direction
of the Fund's Board of Directors. Repurchase agreements are carried at cost
which approximates market value.
CUSTODIAN AND TRANSFER AGENT
State Street Bank and Trust Company ("State Street Bank"), Custody
Division, 1776 Heritage Drive, North Quincy, Massachusetts 02171, is the
custodian of the Fund's assets. Portfolio securities purchased for the Fund
outside of the U.S. are cleared through foreign depositories and are maintained
in the custody of foreign banks and trust companies which are members of State
Street Bank's Global Custody Network. State Street Bank and each of the foreign
custodial institutions holding portfolio securities of the Fund have been
approved by the Board in accordance with regulations under the 1940 Act.
To the extent required by the SEC, the Board will review at least
annually, whether it is in the best interest of the Fund and its shareholders to
maintain Fund assets in each foreign custodial institution. However, there can
be no assurance that the Fund will not be adversely affected by any
non-investment risks associated with holding assets abroad. Such risks may be
greater than those associated with holding assets in the U.S.
State Street Bank is also the Fund's transfer agent and dividend paying
agent. As such, State Street Bank issues and redeems shares of the Fund and
distributes dividends to the GIAC separate accounts which invest in the Fund's
shares on behalf of GIAC's variable contractowners.
State Street Bank plays no part in formulating the investment policies of
the Fund or in determining which portfolio securities are to be purchased or
sold by the Fund.
LEGAL OPINIONS
The legality of the Fund shares described in the Prospectus has been
passed upon by Richard T. Potter, Jr., Esq., Vice President and Equity Counsel,
The Guardian Life Insurance Company of America, who is also Counsel of the Fund.
Federal securities law matters relating to the Fund have been passed upon by the
law firm of Vedder, Price, Kaufman & Kammholz of Chicago, Illinois.
INDEPENDENT AUDITORS AND FINANCIAL STATEMENTS
The independent auditors of the Fund are Ernst & Young LLP, 787 Seventh
Avenue, New York, New York 10019. Ernst & Young LLP audited and reported on the
financial statements of the Fund which appear in the Fund's Annual Report to
Shareholders for the year ended December 31, 1996. That Annual Report is
incorporated by reference in this Statement of Additional Information.
10
<PAGE>
THE GUARDIAN STOCK FUND, INC.
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements (incorporated by reference in Part B):
Schedule of Investments as of December 31, 1996
Statement of Assets and Liabilities as of December 31, 1996
Statement of Operations for the Year Ended December 31, 1996
Statement of Changes in Net Assets for the Years Ended December 31, 1996
and 1995
Financial Highlights
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors
(b) Exhibits
Number Description
-------- -----------
1 -- Articles of Incorporation(3)
2 -- By-Laws(1)
3 -- Not Applicable
4 -- Not Applicable
5 -- Investment Advisory Agreement(1)
6(a) -- Selected Dealers Agreement(1)
6(b) -- Distribution Agreement(1)
7 -- Not Applicable
8 -- Custodian Agreement2 and Amendment to Custodian Agreement(5)
9 -- Transfer Agency Agreement(2)
10(a) -- Opinion and Consent of Counsel(5)
10(b) -- Consent of Counsel
11(a) -- Consent of Ernst & Young LLP
11(b) -- Consent of Vedder, Price, Kaufman & Kammholz
12 -- Not Applicable
13 -- Letter from The Guardian Insurance & Annuity Company, Inc. with
respect to providing the initial capital for the Registrant(1)
14(a) -- Individual Retirement Account Custodial Agreement(2)
14(b) -- Defined Contribution Prototype and Trust(2)
14(c) -- Defined Benefit Pension Plan and Trust(2)
15 -- Not Applicable
16(a) -- Powers of Attorney executed by a majority of the Board of
Directors and certain principal officers of the Fund(4)
16(b) -- Power of Attorney executed by Frank J. Fabozzi
16(c) -- Power of Attorney executed by Joseph D. Sargent
16(d) -- Power of Attorney executed by Carl W. Schafer
16(e) -- Schedule for Computation of Performance Quotations(4)
27 -- Financial Data Schedule
- ----------
(1.) Incorporated by reference to Registrant's filing (Reg. No. 2-81149) of
March 29, 1983.
(2.) Incorporated by reference to Post-Effective Amendment No. 5 to the
Registrant's registration statement on Form N-1A (Reg. No. 2-81149), filed
April 23, 1987.
(3.) Incorporated by reference to Post-Effective Amendment No. 6 to the
Registrant's registration statement on Form N-1A (Reg. No. 2-81149), filed
March 2, 1988.
(4.) Incorporated by reference to Post-Effective Amendment No. 9 to the
Registrant's registration statement on Form N-1A (Reg. No. 2-81149), filed
April 22, 1991.
(5.) Incorporated by reference to Post-Effective Amendment No. 10 to the
Registrant's registration statement on Form N-1A (Reg. No. 2-81149), filed
April 17, 1992.
C-1
<PAGE>
Item 25. Persons Controlled by or Under Common Control with Registrant
The following list sets forth the persons directly controlled by The
Guardian Life Insurance Company of America ("Guardian Life") as of April 1,
1997:
Percentage of
State of Incorporation Voting Securities
Name of Entity or Organization Owned
------------ ------------------ -------------
The Guardian Insurance & Delaware 100%
Annuity Company, Inc.
Guardian Asset Management Delaware 100%
Corporation
First International Life Delaware 100%
Insurance Company
Guardian Reinsurance Connecticut 100%
Services Inc.
Physicians Health Delaware 14%
Services, Inc.
Private Healthcare Delaware 14%
Systems, Inc.
Managed Dental California 100%
Care, Inc.
The Guardian Baillie Gifford Massachusetts 30%
International Fund
The Guardian Investment Massachusetts 34%
Quality Bond Fund
Baillie Gifford Maryland 13%
International Fund
Baillie Gifford Emerging Maryland 26%
Markets Fund
The Guardian Tax-Exempt Fund Massachusetts 84%
The Guardian Asset 17%
Allocation Fund
The following list sets forth the persons directly controlled by
affiliates of Guardian Life, and thereby indirectly controlled by Guardian Life,
as of April 1, 1997:
Approximate
Percentage of Voting
Securities Owned
Place of Incorporation by Guardian Life
Name of Entity or Organization Affiliates
------------ ------------------- --------------
Guardian Investor Services New York 100%
Corporation
Guardian Baillie Gifford Limited Scotland 51%
The Guardian Cash Fund, Inc. Maryland 100%
The Guardian Bond Fund, Inc. Maryland 100%
The Guardian Stock Fund, Inc. Maryland 100%
GIAC Funds, Inc. Maryland 100%
Item 26. Number of Holders of Securities
Number of Record Holders
Title of Class as of April 1, 1997
----------- ----------------------
Capital Stock 9
Item 27. Indemnification
Reference is made to Registrant's Articles of Incorporation which have
been filed as Exhibit Number 1 to the Registration Statement and are
incorporated herein by reference.
C-2
<PAGE>
Item 28. Business and Other Connections of Investment Adviser
Guardian Investor Services Corporation ("GISC") acts as the sole
investment adviser for The Guardian Stock Fund, Inc., The Guardian Cash Fund,
Inc., The Guardian Bond Fund, Inc., and six of the eight series funds comprising
The Park Avenue Portfolio, namely: The Guardian Cash Management Fund, The
Guardian Park Avenue Fund, The Guardian Park Avenue Small Cap Fund, The Guardian
Investment Quality Bond Fund, The Guardian Tax-Exempt Fund and The Guardian
Asset Allocation Fund and one of the three series funds comprosing GIAC Funds,
Inc. namely The Guardian Small Cap Stock Fund. GISC is also the manager of
Gabelli Capital Asset Fund. GISC is also the co-investment adviser for The
Guardian Real Estate Account. GISC's principal business address is 201 Park
Avenue South, New York, New York 10003. In addition, GISC is the distributor of
The Park Avenue Portfolio and variable annuities and variable life insurance
policies offered by The Guardian Insurance & Annuity Company, Inc. ("GIAC")
through its separate accounts. These separate accounts, The Guardian/Value Line
Separate Account, The Guardian Separate Account A, The Guardian Separate Account
B, The Guardian Separate Account C, The Guardian Separate Account D, The
Separate Account E and The Guardian Separate Account K are all unit investment
trusts registered under the Investment Company Act of 1940, as amended.
A list of GISC's officers and directors is set forth below, indicating the
business, profession, vocation or employment of a substantial nature in which
each person has been engaged during the past two fiscal years for his or her own
account or in the capacity of director, officer, partner, or trustee, aside from
any affiliation with the Registrant. Except where otherwise noted, the principal
business address of each company is 201 Park Avenue South, New York, New York
10003.
Other Substantial Business,
Name Position(s) with GISC Profession, Vocation or Employment
---- --------------------- ----------------------------------
Charles E. Albers Executive Vice Senior Vice President:
President The Guardian Life Insurance
Company of America.Vice President,
Equity Securities: The Guardian
Insurance & Annuity Company,
Inc.Executive Vice President:
Guardian Asset Management
Corporation.Director, Guardian
Baillie Gifford Limited Officer of
various Guardian-sponsored mutual
funds.
Philip H. Dutter Director Independent Consultant
(self-employed). Director: The
Guardian Life Insurance Company of
America. Director: The Guardian
Insurance & Annuity Company, Inc.
William C. Warren Director Retired.
Director: The Guardian Life
Insurance Company of America.
Director: The Guardian Insurance &
Annuity Company, Inc.
Michele S. Babakian Vice President Vice President, Fixed-Income
Securities: The Guardian Life
Insurance Company of America since
1/95; Second Vice President prior
thereto. Vice President: The
Guardian Insurance & Annuity
Company, Inc. Vice President:
Guardian Asset Management
Corporation. Officer of various
Guardian-sponsored mutual funds.
C-3
<PAGE>
Other Substantial Business,
Name Position(s) with GISC Profession, Vocation or Employment
---- --------------------- ----------------------------------
Arthur V. Ferrara Director Retired. Chairman of the Board and
Chief Executive Officer: The
Guardian Life Insurance Company of
America until 12/95. Director
(Trustee) of The Guardian
Insurance & Annuity Company, Inc.,
and various Guardian-sponsored
mutual funds.
John M. Smith President & Executive Vice President: The
Director Guardian Life Insurance Company of
America since 1/95; Senior Vice
President thereto. Executive Vice
President and Director: The
Guardian Insurance & Annuity
Company, Inc. Director: Guardian
Baillie Gifford Limited* and
Guardian Asset Management
Corporation. President: GIAC
Funds, Inc.
Leo R. Futia Director Director: The Guardian Life
Insurance Company of America.
Director: The Guardian Insurance &
Annuity Company, Inc.
Director/Trustee of various
Guardian-sponsored mutual funds.
Director/Trustee of various mutual
funds sponsored by Value Line,
Inc.**
Peter L. Hutchings Director Executive Vice President and Chief
Financial Officer: The Guardian
Life Insurance Company of America.
Director: The Guardian Insurance &
Annuity Company, Inc. Director:
Guardian Asset Management
Corporation.
Ryan W. Johnson Vice President and Second Vice President, Equity
National Sales Director Sales: The Guardian Life Insurance
Company of America since 3/95;
Regional Sales Director, Western
Division, for Equity Products
prior thereto.
- ----------
* Principal business address:1 Rutland Court, Edinburgh EH#3 8EY, Scotland.
** Principal business address:711 Third Avenue, New York, NY 10017.
C-4
<PAGE>
Other Substantial Business,
Name Position(s) with GISC Profession, Vocation or Employment
---- --------------------- ----------------------------------
Frank J. Jones Director Executive Vice President and Chief
Investment Officer: The Guardian
Life Insurance Company of America.
Director, Executive Vice President
and Chief Investment Officer: The
Guardian Insurance & Annuity
Company, Inc. Director: Guardian
Asset Management Corporation and
Guardian Baillie Gifford Limited.*
Officer of various
Guardian-sponsored mutual funds.
Edward K. Kane Senior Vice President, Executive Vice President and
& Director Director: The Guardian Life
Insurance Company of America.
since 1/97. Senior Vice President,
and General Counsel prior thereto.
Senior Vice President, General
Counsel & Director: The Guardian
Insurance & Annuity Company, Inc.
Director: Guardian Asset
Management Corporation.
Joseph D. Sargent Director President, Chief Executive Officer
and Director: The Guardian Life
Insurance Company of America,
since 1/96; President and Director
prior thereto. President, Chief
Executive Officer and Director:
The Guardian Insurance & Annuity
Company, Inc. Director: Guardian
Asset Management
Corporation.Director: Guardian
Baillie Gifford Limited.* Chairman
and Director of various
Guardian-sponsored mutual funds.
Thomas R. Hickey, Vice President, Vice President, Equity Operations:
Jr. The OperationsGuardian Life
Insurance Company of America. Vice
President, Administration: The
Guardian Insurance & Annuity
Company, Inc. Officer of various
Guardian-sponsored mutual funds.
Nikolaos D. Monoyios Vice President Vice President, Equity Securities:
The Guardian Life Insurance
Company of America. Vice
President: Guardian Asset
Management Corporation. Officer of
various Guardian-sponsored mutual
funds.
- ----------
**Principal business address:1 Rutland Court, Edinburgh EH3 8EY, Scotland.
C-5
<PAGE>
Other Substantial Business,
Name Position(s) with GISC Profession, Vocation or Employment
---- --------------------- ----------------------------------
Frank L. Pepe Vice President & Vice President and Equity
Controller Controller: The Guardian Life
Insurance Company of America
since 1/96; Second Vice President
and Equity Controller prior
thereto. Vice President and
Controller: The Guardian Insurance
& Annuity Company, Inc. Officer of
various Guardian-sponsored mutual
funds.
Richard T. Potter, Vice President and Vice President and Equity Counsel:
Jr. Counsel The Guardian Life Insurance
Company of America since 1/96;
Second Vice President and Equity
Counsel prior thereto. Counsel:
The Guardian Insurance & Annuity
Company, Inc., Guardian Asset
Management Corporation and various
Guardian-sponsored mutual funds.
Donald P. Sullivan, Vice President Second Vice President: The
Jr. Guardian Life Insurance Company of
America since 1/95; Assistant Vice
President prior thereto. Vice
President: The Guardian Insurance
& Annuity Company, Inc.
Kevin S. Alter Second Director, Broker-Dealer
Vice President Operations: The Guardian Life
Insurance Company of America.
Ann T. Kearney Second Vice Second Vice President: Group
President Pensions: The Guardian Life
Insurance Company of America since
1/95; Assistant Vice President
prior thereto. Second Vice
President: The Guardian Insurance
& Annuity Company, Inc.
Alexander M. Grant, Second Vice Second Vice President:
Jr. President Investments: The Guardian Life
Insurance Company of America since
1/97; Assistant Vice President
3/93-12/96. Officer of various
Guardian-sponsored mutual funds.
Earl Harry Treasurer Treasurer: The Guardian Life
Insurance Company of America since
7/96, Assistant Treasurer prior
thereto. Treasurer, The Guardian
Insurance &Annuity Company, Inc.
C-6
<PAGE>
Other Substantial Business,
Name Position(s) with GISC Profession, Vocation or Employment
---- --------------------- ----------------------------------
Joseph A. Caruso Secretary Vice President and Secretary, The
Guardian Life Insurance Company of
America since 3/96; Second Vice
President and Secretary,
1/95-2/96; Secretary prior
thereto. Officer of various
Guardian-sponsored mutual funds.
Secretary: The Guardian Insurance & Annuity Company, Inc., Guardian Asset
Management Corporation, five Guardian-sponsored mutual funds.
Item 29. Principal Underwriters
(a) GISC is the principal underwriter and distributor of the six series
funds comprising The Park Avenue Portfolio, namely: The Guardian Park Avenue
Fund, The Guardian Small Cap Stock Fund, The Guardian Cash Management Fund, The
Guardian Investment Quality Bond Fund, The Guardian Tax-Exempt Fund, The
Guardian Baillie Gifford International Fund, The Baillie Gifford Emerging
Markets Fund and The Guardian Asset Allocation Fund. In addition, GISC is the
distributor of variable annuities and variable life insurance policies offered
by GIAC through GIAC's separate accounts, The Guardian Real Estate Account,
which is not registered as an investment company, and The Guardian/Value Line
Separate Account, The Guardian Separate Account A, The Guardian Separate Account
B, The Guardian Separate Account C, The Guardian Separate Account D, The
Separate Account E and The Guardian Separate Account K, which are all registered
as unit investment trusts under the Investment Company Act of 1940, as amended.
These latter separate accounts buy and sell shares of The Guardian Stock Fund,
Inc., The Guardian Bond Fund, Inc., The Guardian Cash Fund, Inc. and GBG Funds,
Inc. on behalf of GIAC's variable contractowners.
(b) The principal business address of the officers and directors of GISC
listed below is 201 Park Avenue South, New York, New York 10003.
Position(s) Position(s)
Name with Underwriter with Registrant
----- --------------- -------------
John M. Smith President & Director None
Arthur V. Ferrara Director Director
Leo R. Futia Director Director
Peter L. Hutchings Director None
Edward K. Kane Senior Vice President, None
General Counsel & Director
Philip H. Dutter Director None
William C. Warren Director None
Joseph D. Sargent Director Director
Frank J. Jones Director None
Charles E. Albers Executive Vice President Vice President
Ryan W. Johnson Vice President and None
National Sales Director
Frank L. Pepe Vice President & Controller Vice President
Michele S. Babakian Vice President Vice President
Nikolaos D. Monoyios Vice President None
Thomas R. Hickey, Jr. Vice President Vice President
Richard T. Potter, Jr. Vice President and Counsel Counsel
Donald P. Sullivan, Jr. Vice President None
Ann T. Kearney Second Vice President Controller
Alexander M. Grant, Jr. Second Vice President Treasurer
Kevin S. Alter Second Vice President None
Donald P. Sullivan, Jr. Second Vice President None
Earl Harry Treasurer None
Joseph A. Caruso Secretary Secretary
(c) Not Applicable.
C-7
<PAGE>
Item 30. Location of Accounts and Records
Most of the Registrant's accounts, books and other documents required to
be maintained by Section 31(a) of the Investment Company Act of 1940 and the
rules promulgated thereunder are maintained by the custodian and the transfer
agent for the Registrant, the State Street Bank and Trust Company, 1776 Heritage
Drive, North Quincy, Massachusetts 02171. The Registrant's corporate records are
maintained by the Registrant at 201 Park Avenue South, New York, New York 10003.
Item 31. Management Services
None.
Item 32. Undertakings
Subject to the terms and conditions of Section 15(d) of the Securities and
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission supplementary and periodic information,
documents and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority conferred
in that Section.
Registrant hereby undertakes to furnish upon request and without charge, a
copy of the Registrant's latest Annual Report to Shareholders to each person to
whom a copy of the Registrant's prospectus is delivered.
C-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and the Investment
Company Act of 1940, the Registrant, The Guardian Stock Fund, Inc., certifies
that it meets all of the requirements for effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York and the State of New York on the 23rd day of April, 1997.
THE GUARDIAN STOCK FUND, INC.
By /s/ THOMAS R. HICKEY, JR.
------------------------------
Thomas R. Hickey, Jr.
Vice President
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
/s/FRANK J. JONES* President
- -------------------------------------
Frank J. Jones (Principal Executive Officer)
/s/ALEXANDER M. GRANT* Treasurer
- -------------------------------------
Alexander M. Grant (Principal Financial Officer)
/s/FRANK L. PEPE* Controller
- -------------------------------------
Frank L. Pepe (Principal Accounting Officer)
/s/JOHN C. ANGLE* Director
- -------------------------------------
John C. Angle
/s/FRANK J. FABOZZI Director
- -------------------------------------
Frank J. Fabozzi
/s/ARTHUR V. FERRARA* Director
- -------------------------------------
Arthur V. Ferrara
/s/LEO R. FUTIA* Director
- -------------------------------------
Leo R. Futia
/s/WILLIAM W. HEWITT, JR.* Director
- -------------------------------------
William W. Hewitt, Jr.
/s/SIDNEY I. LIRTZMAN* Director
- -------------------------------------
Sidney I. Lirtzman
/s/JOSEPH D. SARGENT* Director
- -------------------------------------
Joseph D. Sargent
/s/CARL W. SCHAFER* Director
- -------------------------------------
Carl W. Schafer
/s/ROBERT G. SMITH* Director
- -------------------------------------
Robert G. Smith
*By /s/ THOMAS R. HICKEY, JR. Date: April 23, 1997
- -------------------------------------
Thomas R. Hickey, Jr.
Vice President
Pursuant to a Power of Attorney
<PAGE>
THE GUARDIAN STOCK FUND, INC.
Exhibit Index
Number Description
------ -----------
10(b) Consent of Counsel
11(a) Consent of Ernst & Young LLP
11(b) Consent of Vedder, Price,
Kaufman & Kammholz
16(b) Power of Attorney executed by Frank J. Fabozzi
16(c) Power of Attorney executed by Joseph D. Sargent
16(d) Power of Attorney executed by Carl W. Schafer
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THE GUARDIAN STOCK FUND, INC.
This schedule contains financial information extracted from the
"Annual Report to Shareholders" dated December 31, 1996, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 1657154
<INVESTMENTS-AT-VALUE> 2207990
<RECEIVABLES> 54987
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2262977
<PAYABLE-FOR-SECURITIES> 32466
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3783
<TOTAL-LIABILITIES> 36249
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1624227
<SHARES-COMMON-STOCK> 57706
<SHARES-COMMON-PRIOR> 46519
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (108)
<ACCUMULATED-NET-GAINS> 46002
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 550836
<NET-ASSETS> 2226728
<DIVIDEND-INCOME> 30586
<INTEREST-INCOME> 6073
<OTHER-INCOME> 29
<EXPENSES-NET> 9540
<NET-INVESTMENT-INCOME> 27148
<REALIZED-GAINS-CURRENT> 222958
<APPREC-INCREASE-CURRENT> 203189
<NET-CHANGE-FROM-OPS> 453295
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (27353)
<DISTRIBUTIONS-OF-GAINS> (246547)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 9985
<NUMBER-OF-SHARES-REDEEMED> (5854)
<SHARES-REINVESTED> 7057
<NET-CHANGE-IN-ASSETS> 611457
<ACCUMULATED-NII-PRIOR> 97
<ACCUMULATED-GAINS-PRIOR> 66590
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 9078
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 9540
<AVERAGE-NET-ASSETS> 1815500
<PER-SHARE-NAV-BEGIN> 34.72
<PER-SHARE-NII> 0.53
<PER-SHARE-GAIN-APPREC> 8.62
<PER-SHARE-DIVIDEND> (0.54)
<PER-SHARE-DISTRIBUTIONS> (4.74)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 38.59
<EXPENSE-RATIO> .53
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
Ex-99.10(b)
CONSENT OF COUNSEL
I hereby consent both to the reference to my name under the heading "Legal
Opinions" in the Statement of Additional Information constituting part of this
Post-Effective Amendment to the Registration Statement on Form N-1A for The
Guardian Stock Fund, Inc. and to the filing of this consent as an exhibit to
said Amendment..
/s/ RICHARD T. POTTER, JR.
---------------------------------
Richard T. Potter, Jr.
Counsel
New York, New York
April 23, 1997
Ex-99.11(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Financial
Highlights" in the Prospectus and "Independent Auditors and Financial
Statements" in the Statement of Additional Information in this Registration
Statement (Form N-1A No. 2-81149), and to the incorporation by reference therein
of our report dated February 7, 1997 on the financial statements and financial
highlights of The Guardian Stock Fund, Inc.
ERNST & YOUNG LLP
New York, New York
April 23, 1997
Ex-99.11(b)
CONSENT OF INDEPENDENT COUNSEL
[ LETTERHEAD ]
The Guardian Stock Fund, Inc.
201 Park Avenue South
New York, New York 10003
April 23, 1997
Gentlemen and Ladies:
We hereby consent to the reference to our name under the heading "Legal
Opinions" in the Statement of Additional Information contained in Post-Effective
Amendment No. 15 to the registration statement on Form N-1A for The Guardian
Stock Fund, Inc. (File No. 2-81149) and to the filing of this consent as an
exhibit to the registration statement.
Very truly yours,
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
/s/ CATHY G. O'KELLY
----------------------------------------
Cathy G. O'Kelly
Ex-99.16(b)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Frank J. Fabozzi, whose signature appears
below, constitutes and appoints Charles E. Albers, Joseph A. Caruso and Thomas
R. Hickey, Jr., and each of them, his attorney-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any registration
statements and amendments to registration statements for THE GUARDIAN STOCK
FUND, INC. and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitutes, may do or cause to be done by virtue hereof.
/s/ Frank J. Fabozzi
------------------------------------
Signature
Dated: April 15, 1996
Ex-99.16(c)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Joseph D. Sargent, whose signature appears
below, constitutes and appoints Frank J. Jones, Joseph A. Caruso and Thomas
R. Hickey, Jr., and each of them, his attorney-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any registration
statements and amendments to registration statements for THE GUARDIAN STOCK
FUND, INC. and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitutes, may do or cause to be done by virtue hereof.
/s/ Joseph D. Sargent
------------------------------------
Signature
Dated: April 22, 1996
Ex-99.16(d)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Carl W. Schafer, whose signature appears
below, constitutes and appoints Frank J. Jones, Joseph A. Caruso and Thomas
R. Hickey, Jr., and each of them, his attorney-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any registration
statements and amendments to registration statements for THE GUARDIAN STOCK
FUND, INC. and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitutes, may do or cause to be done by virtue hereof.
/s/ Carl W. Schafer
------------------------------------
Signature
Dated: April 18, 1996
