MERIDIAN FUND INC/NEW
N-30D, 2000-08-22
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<PAGE>   1

MERIDIAN VALUE FUND
                                                 July 31, 2000

To Our Shareholders:

The Meridian Value Fund's net asset value per share at June 30, 2000 was $25.88.
This represents an increase of 14.06% for the calendar year to date. The Fund's
total return and average annual compounded rate of return for the five years
ended June 30, 2000, were 249.4% and 28.4%, respectively. The comparable period
returns for the S&P 500 with dividends were 190.6% and 23.8%, respectively. We
are pleased to report that the Fund's five-year performance has resulted in a
five-star rating from Morningstar. The Fund's assets at the close of the quarter
were invested 17.5% in cash and cash equivalents and 82.5% in stocks. Total net
assets were $87,930,296 and there were 2,967 shareholders.

The Federal Reserve Board pursued a more restrictive monetary policy during the
second quarter and this made it difficult for equity investors. The S&P 500
declined 2.9 percent, the volatile and technology-laden NASDAQ 13.3 percent and
the Russell 2000 4.1 percent. For the first two quarters of the year the S&P 500
is down 1.0 percent, the NASDAQ has declined 2.5 percent, while the Russell
2000, a "small-cap" index, is 2.5 percent higher. Healthcare (including
biotech), energy and food stocks were among the best performing groups while
technology stocks were hardest hit. Internet stocks took a severe pounding as
investors finally began to demand tangible results. The Dow Jones Bond Index
showed little movement. The yield on the 30-year government bond declined from
5.94 percent to 5.88 percent during the period.

The economy continues to grow at a rapid rate, but there are signs that activity
is beginning to slow. Both housing starts and consumer spending growth have
moderated somewhat. Stock prices have leveled off and the unemployment rate has
temporarily halted its decline below 4%. The rate of increase in industrial
production has moderated also. We concur with the Federal Reserve's current
policy. Rather than rapid growth for a few quarters, it is best for the economy
to grow at a sustainable and non-inflationary rate over a long period of time.
Our outlook is for moderating growth over the balance of the year with the rate
of inflation and interest rates remaining near current levels. The growth in
corporate profits, in our opinion, will slow during the second half of the year.

Internet stocks lost a large chunk of their valuations in the June quarter,
including such bellwethers as Amazon.com and Healtheon/WebMD. The S&P 500's P/E
multiple also receded a bit from 30 times projected 2000 earnings due primarily
to increased earnings estimates. However, the valuations on the large technology
companies such as Cisco, Intel, and Oracle remain very high. The Meridian Value
Fund's strong performance in the first half of 2000 resulted from investments in
the technology, telecom/cable equipment, services, and energy sectors; partially
offset by weak performance of investments in the consumer products, healthcare
services, retail, and industrial products sectors.
<PAGE>   2

New positions established during the quarter include Dress Barn, Inc., ESC
Medical Systems, Federal Signal Corporation, Harris Corporation, McKesson HBOC,
PeopleSoft, Inc., SLM Holding, Telxon Corporation, VF Corporation, and Waste
Management, Inc. We sold our positions in Airgas, Inc., Arrow Electronics, AVX
Corporation, CNH Global N.V., Dura Pharmaceuticals, Inc., Omnicare, Inc.,
Pacific Century Financial Corporation, and REMEC, Inc.

PeopleSoft is a leading supplier of enterprise application software, and was one
of the fastest-growing enterprise software companies in the world during the
last half of the 1990s. Saturation of the client/server enterprise market,
coupled with a Y2K-related spending slowdown, caused the company's revenues and
earnings to decline in 1999. Consequently, the stock price dropped from a high
of $58 to $12. PeopleSoft has just released Version 8.0 of its enterprise
software, which is completely Internet-architected and integrates enterprise
resource management, customer relationship management, and supply chain
management functionality. Version 8.0, along with new e-business applications,
are expected to stimulate systems upgrades within organizations and enable
PeopleSoft to gain share in the fastest-growing segments of the enterprise
software sector. Revenue growth has already begun to accelerate. We believe that
PeopleSoft has an opportunity to sustain 30% annual license revenue growth for
the next few years, enabling operating margins to return to 18-20%, and EPS to
increase to more than $1.00. We purchased the shares at $14. The stock now
trades at $20, thirty times estimated 2001 earnings, but less than twenty times
potential 2002 earnings.

We welcome those new shareholders that joined the Meridian Value Fund during the
quarter and appreciate the continued confidence of our existing shareholders.

                                         Sincerely,

                                       /s/ Richard F. Aster, Jr.
                                         Richard F. Aster, Jr.

                                       /s/ Kevin O'Boyle
                                         Kevin O'Boyle

                                        2
<PAGE>   3

MERIDIAN VALUE FUND
SCHEDULE OF INVESTMENTS
JUNE 30, 2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                             Shares        Value
                                                             -------    -----------
<S>                                                          <C>        <C>
COMMON STOCK - 82.5%

  AGRICULTURE - 1.1%
     AGCO Corporation*.....................................   79,000    $   967,750
  APPAREL/SHOE - 4.8%
     VF Corporation*.......................................   87,600      2,085,975
     Wolverine World Wide, Inc.*...........................  215,000      2,123,125
  BANKING AND FINANCE - 2.3%
     SLM Holding Corp.*....................................   55,000      2,059,062
  CONSUMER PRODUCTS - 6.0%
     Aftermarket Technology Corporation....................   90,000        765,000
     Callaway Golf Company*................................   85,000      1,386,563
     ESC Medical Systems...................................  135,000      2,210,625
     Lancaster Colony Corporation*.........................   50,000        959,375
  CONSUMER SERVICES - 2.6%
     Waste Management Inc.*................................  120,000      2,280,000
  ENERGY - 6.9%
     Burlington Resources, Inc.*...........................   54,500      2,084,625
     Lakehead Pipeline Partners, L.P.*.....................   54,000      2,163,375
     Tom Brown, Inc. ......................................   80,000      1,845,000
  HEALTH SERVICES - 8.0%
     HEALTHSOUTH Corporation...............................  294,000      2,113,125
     Haemonetics Corporation...............................   90,000      1,890,000
     Lincare Holdings, Inc. ...............................   75,000      1,846,875
     STAAR Surgical Company................................  105,000      1,174,687
</TABLE>

    The accompanying notes are an integral part of the financial statements

                                        3
<PAGE>   4
MERIDIAN VALUE FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
JUNE 30, 2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                             Shares        Value
                                                             -------    -----------
COMMON STOCK (continued)
<S>                                                          <C>        <C>
  INDUSTRIAL PRODUCTS - 12.1%
     Federal Signal Corporation*...........................  117,000    $ 1,930,500
     Magnetek, Inc. .......................................  125,000      1,000,000
     Olin Corporation*.....................................  125,000      2,062,500
     Pall Corporation*.....................................  111,500      2,062,750
     Telxon Corporation....................................  105,000      1,876,875
     Thermo Electron Corporation...........................   80,000      1,685,000
  INDUSTRIAL SERVICES - 6.9%
     Avnet, Inc.*..........................................   23,000      1,362,750
     Convergys Corp. ......................................   30,000      1,556,250
     MSC Industrial Direct.................................   50,000      1,046,875
     McKesson HBOC*........................................  100,000      2,093,750
  INSURANCE - 2.4%
     Partner RE Ltd.*......................................   59,300      2,101,444
  REAL ESTATE - 2.4%
     Healthcare Realty Trust*..............................  122,000      2,081,625
  RESTAURANTS - 2.3%
     Buffets, Inc. ........................................  160,000      2,030,000
  RETAIL - 2.2%
     Burlington Coat Factory Warehouse Corp.*..............   60,000        648,750
     Dress Barn, Inc. .....................................   20,700        457,988
     West Marine, Inc. ....................................  117,500        804,141
</TABLE>

    The accompanying notes are an integral part of the financial statements

                                        4
<PAGE>   5
MERIDIAN VALUE FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
JUNE 30, 2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                             Shares        Value
                                                             -------    -----------
COMMON STOCK (continued)
<S>                                                          <C>        <C>
  TECHNOLOGY - 14.4%
     Avid Technology, Inc. ................................  180,000    $ 2,160,000
     FileNET Corporation...................................  110,000      2,021,250
     Hyperion Solutions Corporation........................   70,000      2,270,625
     International Rectifier Corporation...................   45,000      2,520,000
     PeopleSoft, Inc. .....................................  150,000      2,512,500
     SpeedFam-IPEC, Inc. ..................................   65,000      1,182,187
  TELECOMMUNICATIONS/CABLE EQUIPMENT - 8.1%
     ANTEC Corporation.....................................   20,000        831,250
     Belden, Inc.*.........................................   75,000      1,921,875
     Commscope, Inc. ......................................   62,100      2,546,100
     Harris Corporation*...................................   55,000      1,801,250
                                                                        -----------
  TOTAL COMMON STOCK
  (Identified cost $66,456,813).....................................     72,523,397
                                                                        -----------
CASH AND OTHER ASSETS LESS LIABILITIES - 17.5%......................     15,406,899
                                                                        -----------
NET ASSETS - 100%...................................................    $87,930,296
                                                                        ===========
</TABLE>

      * income producing

    The accompanying notes are an integral part of the financial statements

                                        5
<PAGE>   6

MERIDIAN VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<TABLE>
<S>                                                           <C>
ASSETS
  Investments (Cost $66,456,813)............................  $72,523,397
  Cash and cash equivalents.................................   15,111,505
  Receivables for:
     Capital shares.........................................    1,062,513
     Dividends..............................................       64,875
     Interest...............................................       63,818
     Securities sold........................................      119,996
  Prepaid expenses..........................................          204
                                                              -----------
     TOTAL ASSETS...........................................   88,946,308
                                                              -----------

LIABILITIES
  Payables for:
     Capital shares.........................................       14,445
     Securities sold........................................      895,232
  Accrued expenses..........................................      106,335
                                                              -----------
     TOTAL LIABILITIES......................................    1,016,012
                                                              -----------
NET ASSETS..................................................  $87,930,296
                                                              ===========
Capital shares issued and outstanding, par value $.01
  (25,000,000 shares authorized)............................    3,398,093
                                                              ===========
Net asset value per share (offering and redemption price)...       $25.88
                                                              ===========
Net assets consist of:
  Paid-in-capital...........................................  $74,760,663
  Accumulated net realized gain.............................    6,934,710
  Net unrealized appreciation on investments................    6,066,584
  Undistributed net investment income.......................      168,339
                                                              -----------
                                                              $87,930,296
                                                              ===========
</TABLE>

    The accompanying notes are an integral part of the financial statements

                                        6
<PAGE>   7

MERIDIAN VALUE FUND
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<TABLE>
<S>                                                         <C>          <C>
INVESTMENT INCOME
  Dividends...............................................   $431,067
  Interest................................................    351,489
                                                            ---------
       Total investment income............................                 $782,556
EXPENSES
  Investment advisory fees................................    434,329
  Professional fees.......................................     50,871
  Pricing fees............................................     41,350
  Transfer agent fees.....................................     29,880
  Registration and filing fees............................     19,212
  Custodian fees..........................................     17,750
  Reports to shareholders.................................     16,815
  Directors' fees and expenses............................      2,196
  Miscellaneous expenses..................................      1,814
                                                            ---------
       Total expenses.....................................                  614,217
                                                                         ----------
  Net investment income...................................                  168,339

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS
  Net realized gain on investments........................  7,623,443
  Net increase in unrealized appreciation on
     investments..........................................  1,519,356
                                                            ---------
  Net gain on investments.................................                9,142,799
                                                                         ----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                     $9,311,138
                                                                         ==========
</TABLE>

    The accompanying notes are an integral part of the financial statements

                                        7
<PAGE>   8

MERIDIAN VALUE FUND
STATEMENT OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                           Year Ended        Year Ended
                                                         June 30, 2000     June 30, 1999
                                                         --------------    --------------
<S>                                                      <C>               <C>
OPERATIONS
Net investment income (loss)...........................      $168,339         ($114,781)
Net realized gain on investments.......................     7,623,443         2,503,550
Net increase in unrealized appreciation of
  investments..........................................     1,519,356         2,273,627
                                                          -----------       -----------
  Net increase in net assets from operations...........     9,311,138         4,662,396
                                                          -----------       -----------
DISTRIBUTIONS TO SHAREHOLDERS
Distributions from net realized capital gains..........    (3,077,502)         (383,710)
                                                          -----------       -----------
CAPITAL SHARE TRANSACTIONS
Proceeds from sales of shares..........................    70,955,834        13,409,356
Reinvestment of distributions..........................     2,661,055           274,369
Less: redemptions......................................   (16,832,684)       (5,246,335)
                                                          -----------       -----------
  Increase resulting from capital share transactions...    56,784,205         8,437,390
                                                          -----------       -----------
Total increase in net assets...........................    63,017,841        12,716,076
NET ASSETS
Beginning of year......................................    24,912,455        12,196,379
                                                          -----------       -----------
End of year (includes undistributed net investment
  income (loss) of $168,339 and ($114,781),
  respectively)........................................   $87,930,296       $24,912,455
                                                          ===========       ===========
</TABLE>

    The accompanying notes are an integral part of the financial statements

                                        8
<PAGE>   9

MERIDIAN VALUE FUND
FINANCIAL HIGHLIGHTS
SELECTED DATA FOR EACH SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                         For the fiscal year ended June 30,
                                    ----------------------------------------------------------------------------
                                       2000          1999          1998          1997         1996        1995
                                    -----------   -----------   -----------   ----------   ----------   --------
<S>                                 <C>           <C>           <C>           <C>          <C>          <C>
Net Asset Value - Beginning of
  Period..........................       $22.29        $19.30        $17.40       $15.32       $10.27      $9.87
                                    -----------   -----------   -----------   ----------   ----------   --------
Income from Investment Operations
----------------------------------
Net Investment Income (Loss)......         0.05         (0.10)        (0.19)       (0.26)       (0.10)     (0.04)
Net Gains or Losses on Securities
  (both realized and
  unrealized).....................         5.91          3.56          4.32         3.20         5.15       0.44
                                    -----------   -----------   -----------   ----------   ----------   --------
Total From Investment
  Operations......................         5.96          3.46          4.13         2.94         5.05       0.40
                                    -----------   -----------   -----------   ----------   ----------   --------
Less Distributions
-----------------
Distribution from Net Realized
  Capital Gains...................        (2.37)        (0.47)        (2.23)       (0.86)        0.00       0.00
                                    -----------   -----------   -----------   ----------   ----------   --------
Net Asset Value - End of Period...       $25.88        $22.29        $19.30       $17.40       $15.32     $10.27
                                    ===========   ===========   ===========   ==========   ==========   ========
Total Return......................       29.63%        18.92%        26.05%       20.55%+      49.17%+     4.05%+
                                    ===========   ===========   ===========   ==========   ==========   ========
Ratios/Supplemental Data
-------------------------
Net Assets, End of Period.........  $87,930,296   $24,912,455   $12,196,379   $7,340,110   $3,471,507   $715,021
Ratio of Expenses to Average Net
  Assets..........................        1.41%         1.63%         2.16%        2.51%*       2.55%*     2.78%*
Ratio of Net Investment Income
  (Loss) to Average Net Assets....        0.39%        (0.65%)       (1.35%)      (1.96%)*     (1.36%)*    (.58%)*
Portfolio Turnover Rate...........          86%          124%          133%         144%         125%        77%
</TABLE>

+  The total returns would have been lower had certain expenses not been reduced
   during the periods shown.

*   Not representative of expenses incurred by the Fund as the Adviser waived
    its fee and/or paid certain expenses of the Fund. As indicated in Note 3,
    the Investment Manager reduced a portion of its fee and absorbed certain
    expenses of the Fund. Had these fees and expenses not been reduced and
    absorbed, the ratio of expenses to average net assets would have been 2.80%,
    6.47% and 14.64%, and the ratio of net investment income to average net
    assets would have been a loss of 2.25%, 5.28% and 12.44%, for the period
    ended June 30, 1997 through June 30, 1995, respectively.

    The accompanying notes are an integral part of the financial statements

                                        9
<PAGE>   10

MERIDIAN VALUE FUND
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES: Meridian Value Fund (the
    "Fund") a series of Meridian Fund, Inc. (the "Company"), began operations on
    February 10, 1994. The Fund was registered on February 7, 1994, under the
    Investment Company Act of 1940, as amended, as a no-load, diversified,
    open-end management investment company. The primary investment objective of
    the Fund is to seek long-term growth of capital. In addition to the Meridian
    Value Fund, the Company also offers the Meridian Fund. The following is a
    summary of significant accounting policies:

   a.  INVESTMENT VALUATIONS: Marketable securities are valued at the last sales
       price on the principal exchange or market on which they are traded; or,
       if there were no sales that day, at the last reported bid price.
       Short-term investments that will mature in 60 days or less are stated at
       amortized cost, which approximates value.

   b.  FEDERAL INCOME TAXES: It is the Fund's policy to comply with the
       requirements of the Internal Revenue Code applicable to regulated
       investment companies and to distribute all of its taxable income to its
       shareholders; therefore, no federal income tax provision is required. The
       aggregate cost of investments for federal income tax purposes is
       $66,456,813, the aggregate gross unrealized appreciation is $9,682,932,
       and the aggregate gross unrealized depreciation is ($3,616,348),
       resulting in net unrealized appreciation of $6,066,584.

   c.  SECURITY TRANSACTIONS: Security transactions are accounted for on the
       date the securities are purchased or sold (trade date). Realized gains
       and losses on security transactions are determined on the basis of
       specific identification for both financial statement and federal income
       tax purposes. Dividend income is recorded on the ex-dividend date.
       Interest income is accrued daily.

   d.  CASH AND CASH EQUIVALENTS: All highly liquid investments with an original
       maturity of three months or less are considered to be cash equivalents.
       Funds are automatically swept into a Cash Reserve account which preserves
       capital with a consistently competitive rate of return. Earnings are
       indexed to the Federal Reserve "Fed Funds Rate." Interest accrues daily
       and is credited by the third business day of the following month.

   e.  EXPENSES: Expenses arising in connection with the Fund are charged
       directly to the Fund. Expenses common to both series of Meridian Fund,
       Inc. are allocated to each series in proportion to their relative net
       assets.

   f.  USE OF ESTIMATES: The preparation of financial statements in accordance
       with accounting principals generally accepted in the United States
       requires management to make estimates and assumptions that affect the
       reported amount of assets and liabilities at the date of the financial
       statements. Actual amounts could differ from those estimates.

   g.  DISTRIBUTIONS TO SHAREHOLDERS: The Fund records distributions to its
       shareholders on the ex-date. The amount of distributions from net
       investment income and net realized capital gain are determined in
       accordance with federal income tax regulations which may differ from
       generally accepted accounting principles. These "book-tax" differences
       are either considered temporary or permanent in nature. To the extent
       these differences are permanent in nature, such amounts are reclassified
       within the capital

                                       10
<PAGE>   11
MERIDIAN VALUE FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED JUNE 30, 2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

       accounts based on their federal tax-basis treatment; temporary
       differences do not require reclassification. Distributions which exceed
       net investment income and net realized capital gains are reported as
       distributions in excess of net investment income or distributions in
       excess of net realized capital gains for financial reporting purposes but
       not for tax purposes. To the extent they exceed net investment income and
       net realized capital gains for tax purposes, they are reported as
       distributions of paid-in-capital. Permanent book-tax differences, if any,
       are not included in ending undistributed net investment income (loss) for
       the purposes of calculating net investment income (loss) per share in the
       Financial Highlights.

2.  RELATED PARTIES: The Fund has entered into a management agreement with Aster
    Capital Management, Inc. (the "Investment Adviser"). Certain Officers and/or
    Directors of the Fund are also Officers and/or Directors of the Investment
    Adviser. Beneficial ownership in the Fund by Richard F. Aster, Jr.,
    President, as of June 30, 2000 was 6.88%.

    The Investment Adviser receives from the Fund as compensation for its
    services an annual fee of 1% of the Fund's net assets. The fee is paid
    monthly and calculated based on that month's average net assets. The
    Investment Adviser has agreed to reimburse the Fund for any fiscal year's
    expenses, including advisory fees, which exceed the most stringent limits
    prescribed by any state in which the Fund's shares are offered for sale. The
    federal government pre-empted the state's right to impose expense
    limitations as a result of the National Securities Markets Improvement Act
    of 1996. However, the investment adviser has agreed to voluntarily limit the
    expenses of the Fund to 2 1/2%, should the need arise. The Investment
    Adviser did not reimburse the Fund during 2000.

3.  CAPITAL SHARES TRANSACTIONS: The Fund has authorized 25,000,000 common
    shares at a par value of $.01 per share. Transactions in capital shares for
    the year ended June 30, 2000 and June 30, 1999 were as follows:

<TABLE>
<CAPTION>
                                                           2000         1999
                                                         ---------    --------
<S>                                                      <C>          <C>
Shares sold                                              2,832,820     760,797
Shares issued on reinvestment of distributions             128,328      17,299
                                                         ---------    --------
                                                         2,961,148     778,096
Shares redeemed                                           (680,645)   (292,605)
                                                         ---------    --------
Net increase                                             2,280,503     485,491
                                                         =========    ========
</TABLE>

4.  COMPENSATION OF DIRECTORS AND OFFICERS: Directors and officers of the Fund
    who are directors and/or officers of the Investment Adviser receive no
    compensation from the Fund. Directors of the Company who are not interested
    persons as defined in the Investment Company Act of 1940 receive
    compensation in the amount of $1,000 per annum and a $1,000 purchase of
    Meridian Fund or Meridian Value Fund shares, plus expenses for each Board of
    Directors meeting attended. The aggregate compensation due the unaffiliated
    Directors of the Fund as of June 30, 2000, was $1,413.

5.  COST OF INVESTMENTS: The cost of investments purchased and the proceeds from
    sales of investments, excluding short-term obligations, for the year ended
    June 30, 2000, were $72,984,500 and $31,968,913, respectively.

                                       11
<PAGE>   12

REPORT OF INDEPENDENT ACCOUNTANTS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

To the Board of Directors and Shareholders
of Meridian Value Fund

In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Meridian Value Fund (the "Fund") at
June 30, 2000, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then ended and
the financial highlights for each of the periods presented, in conformity with
accounting principles generally accepted in the United States. These financial
statements and financial highlights (hereafter referred to as the "financial
statements") are the responsibility of the Fund's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with auditing
standards generally accepted in the United States which require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at June
30, 2000 by correspondence with the custodian and brokers, provide a reasonable
basis for the opinion expressed above.

PricewaterhouseCoopers LLP
San Francisco, California
August 4, 2000

                                       12
<PAGE>   13

MANAGEMENT'S DISCUSSION OF MERIDIAN VALUE FUND(R) PERFORMANCE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

During the fiscal year ended June 30, 2000, the Meridian Value Fund returned
29.63% compared to 7.24% for the S&P 500 with reinvested dividends, 14.32% for
the Russell 2000, and 47.65% for the NASDAQ. The Fund's performance was
materially affected by the strong market condition for small-to-mid
capitalization technology stocks, as reflected by the NASDAQ performance.
Approximately 30% of the Fund's investments were in small-to-mid capitalization
technology, telecommunications/cable equipment, and technology-related services
stocks. During the fiscal year ended June 30, 2000, the Fund's strongest
performing sectors were technology, telecommunication/cable equipment,
industrial services, and energy. The worst performing investments were in the
retail, industrial products, and consumer products sectors.

The Meridian Value Fund's strategy is to invest in stocks, across a range of
market capitalizations, that the Investment Adviser believes are undervalued in
relation to the issuer's long-term earnings power, asset value and/or stock
market in general. Investments include both smaller company equities and
mid-to-large capitalization stocks. Based on following this strategy, the Fund's
average return for the five-year period from June 30, 1995 to June 30, 2000 was
28.43% compared to 23.77% for the S&P 500 with reinvested dividends. The Fund
did not approach full investment status until June 30, 1995, with cash
comprising approximately 45-50% of the Fund's total portfolio from inception
until June 30, 1995. The Meridian Value Fund's average return from inception to
June 30, 2000 was 22.16% compared to 21.57% for the S&P 500 with reinvested
dividends.

         Value of $10,000 invested in Meridian Value Fund & the S&P 500

<TABLE>
<CAPTION>
           S&P 500    Meridian Value Fund
<S>        <C>        <C>
2/10/94    10000      10000
6/30/94    9579       9870
6/30/95    12075      10270
6/30/96    15212      15320
6/30/97    20490      18468
6/30/98    26665      23279
6/30/99    32724      27683
6/30/00    35094      35885
</TABLE>

   Past performance is not predictive of future performance. Net asset value,
     investment return and principal value will fluctuate, so shares, when
         redeemed, may be worth more or less than their original cost.

                                       13
<PAGE>   14

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                                                  MERIDIAN VALUE FUND
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                          This report is submitted for
                       the information of shareholders of
                         Meridian Fund, Inc. It is not
                         authorized for distribution to
                          prospective investors unless
                         preceded or accompanied by an
                             effective prospectus.

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                             Officers and Directors

                             RICHARD F. ASTER, JR.
                             President and Director

                              MICHAEL S. ERICKSON

                                 HERBERT C. KAY

                                JAMES B. GLAVIN

                                MICHAEL STOLPER
                                   Directors

                                GREGG B. KEELING
                            Treasurer and Secretary

                                   Custodian
                                BANK OF NEW YORK
                               New York, New York

                      Transfer Agent and Disbursing Agent
                                   PFPC, INC.
                         King of Prussia, Pennsylvania
                                 (800) 446-6662

                                    Counsel
                            MORRISON & FOERSTER LLP
                                Washington, D.C.

                                    Auditors
                           PRICEWATERHOUSECOOPERS LLP
                           San Francisco, California

                                 ANNUAL REPORT

                               MERIDIAN FUND LOGO
                         60 E. Sir Francis Drake Blvd.
                             Wood Island, Suite 306
                               Larkspur, CA 94939
                                 (415) 461-6237

                            Telephone (800) 446-6662

                                 JUNE 30, 2000


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