PRICE T ROWE CAPITAL APPRECIATION FUND
N-30D, 1995-02-02
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<PAGE>

                                                                               
Annual Report                                                                  
                                                                               
[Logo]                                                                         
Capital Appreciation
Fund                                                      
                                                                               
December 31, 1994                                                              
                                                                               
FOR YIELD, PRICE, LAST TRANSACTION,                                            
AND CURRENT BALANCE, 24 HOURS,                                                 
7 DAYS A WEEK, CALL:                                                           
1-800-638-2587 toll free                                                       
625-7676 Baltimore area                                                        
                                                                               
FOR ASSISTANCE WITH YOUR EXISTING                                              
FUND ACCOUNT, CALL:                                                            
Shareholder Service Center                                                     
1-800-225-5132 toll free                                                       
625-6500 Baltimore area                                                        
                                                                               
T. ROWE PRICE                                                                  
100 East Pratt Street                                                          
Baltimore, Maryland 21202                                                      
                                                                               
This report is authorized for distri-                                          
bution only to shareholders and to                                             
others who have received a copy of                                             
the prospectus of the T. Rowe Price                                            
Capital Appreciation Fund.                                                     
                                                                               
[Logo]                                                                         
                                                                               
CAF                                                                            
                                                                               
                                                                               
<PAGE>


Fellow Shareholders                                                            
                                                                               
                                                                               
Ouch!  The  past year and its last quarter were not kind to most investors. In 
November,  the Federal Reserve raised the key federal funds rate for the sixth 
time  in  1994;  shortly  thereafter  came  the  bankruptcy  of Orange County, 
California,  and  Mexico's  currency devaluation. For these and other reasons, 
the  majority  of  equity  and  bond mutual fund investors appear to have lost 
money in 1994. The year was hardly terrible, but it wasn't very good either.   
  The  Capital  Appreciation  Fund's  3.8%  return  for 1994 was substantially 
better  than  that of similar funds and the broad market as represented by the 
unmanaged  Standard  &  Poor's  500  Stock  Index. Our prejudice against "away 
games"  kept  us out of Mexican stocks, and our wariness toward the government 
and  monetary  policy  helped  minimize the impact of higher interest rates on 
Fund  holdings.  Your  Fund  ranked in the top 10% of all capital appreciation 
funds  for  the  year.  While pleased with this competitive standing, we can't 
help but be disappointed with the level of returns, particularly in the fourth 
quarter.                                                                       
                                                                               
Performance Comparison                                                         
                                                                               
                               Periods Ended                                   
                                 12/31/94                                      
                            3 Months  12 Months                                
                            -------------------                                
Capital Appreciation Fund   -1.2%      3.8%       
S&P 500                      0.0       1.3        
Lipper Capital Appreciation                                                    
  Fund Average              -1.8      -3.4                                     
- -----------------------------------------------                                
                                                                               
YEAR-END DISTRIBUTION                                                          
The  Fund's Board of Trustees declared a year-end income dividend of $0.35 per 
share,  a  long-term capital gain of $0.44 per share, and a short-term capital 
gain  of  $0.25 per share. All were paid December 29 to shareholders of record 
on  December  27.  Your  check or statement reflecting these distributions was 
mailed  in early January and Form 1099-DIV reporting them for tax purposes was 
sent toward month-end.                                                         
                                                                               
MARKET ENVIRONMENT                                                             
In  last year's annual report we said, "It seldom gets much better than this," 
and  it  certainly  didn't.  Practically  all financial markets got worse. For 
example,  long-term  bonds  had  their  worst calendar year since at least the 
1920s,  due  mainly to the Fed's tighter monetary policy. Toward year-end, the 
money and shorter-term bond markets were rocked by Orange County's bankruptcy, 
engineered  by  an elected investment manager who appeared to have doubled his 
bet  each time he called interest rates wrong. Finally, we had Mexico's recent 
devaluation and financial crisis, which sent Latin American investments into a 
tailspin.  We missed the big profits in Mexican stocks; happily, we missed the 
losses as well and have a mild case of survivor euphoria.                      
  The  real  financial  story  of  1994  and nearly every year is that average 
Americans  went  about making their world better. They worked smarter and with 
better  tools.  More  people  had jobs and, in a real sense, most got a little 
richer.  This  sort of story doesn't make the headlines, but, as investors, we 
should never be so pessimistic and focused on the short term as to forget this 
truth.  Bad  news  monopolizes headlines; steady progress is seldom considered 
newsworthy.                                                                    
                                                                               
PORTFOLIO HIGHLIGHTS                                                           
The  Fund's  basic  asset allocation, shown in the chart, became slightly more 
aggressive  over  the  course  of 1994 as our most defensive asset class, cash 
reserves,  declined from 24% to 19% of the portfolio. In a difficult year such 
as  1994,  reserves provide important protection to the Fund's net asset value 
and also give us the wherewithal to make opportunistic purchases of securities 
with   higher  return  potential.  In  recent  months,  the  search  for  such 
investments  led  us  to  a  number  of  convertible securities, one of which, 
AUTOMATIC DATA PROCESSING bonds, is now our largest position.                  


<PAGE>


  Our  common  stock  holdings  declined  modestly  as  a  percentage  of  the 
portfolio.  In this area, we have been buying a number of beaten down electric 
utilities.  Everything  seems  to  have  gone  wrong  for  this industry, once 
considered  a  safe  haven  for  widows  and orphans. In a year when the broad 
market  went  nowhere,  this  group fell over 20%, and the most "snake bitten" 
electrics  plummeted  nearly 50% from their 1993 highs. These holdings are now 
more than 6% of your portfolio.                                                
                                                                               
Security Diversification                                                       
[chart]                                                                        
A  pie  chart  showing  the percent of the Fund's assets invested among common 
stocks  50.71%,  preferred stocks 4.49%, convertibles 21.54%, bonds 2.73%, and 
reserves 20.52%.                                                               
                                                                               
  Your  Fund's  best  performance  contributor  in 1994 was AMERICAN CYANAMID, 
which  was acquired by American Home Products in the third quarter. Our second 
best   contributor   was   KEMPER,  another  acquisition  target  but  a  more 
nerve-racking  one.  At one point we had substantial gains, some of which were 
lost  when  the  takeover  subsequently  aborted.  We  are again adding to our 
holdings  and  remain hopeful. Our third best contributor was IBM. Having long 
misjudged  the  gravity  of  this  company's problems, we are pleased to see a 
recovery  under way, although the analogy of a stopped clock being right twice 
a  day  may also be appropriate. (We hope not!) Our biggest disappointment has 
been  PETRIE  STORES,  where  potential profits from a corporate restructuring 
remain tantalizingly close, but elusive.                                       
                                                                               
FUND OPERATING GUIDELINES                                                      
Your  Fund's  assets  grew  substantially  in  1994,  and  we  welcome all new 
shareholders. At the risk of boring our "old-timers," we'd like to again spell 
out our investment philosophy.                                                 
We work as hard to reduce risk as to maximize gain.                            
Attractively  priced  value  stocks  (as  opposed  to  growth  stocks) are our 
investment of choice.                                                          
[bullet]We  will  make  short-term,  opportunistic investments as well as more 
typical long-term ones.                                                        
[bullet]No  type  of  investment  is  off-limits (bonds, stocks, convertibles, 
etc.) if the risk/reward characteristics are attractive.                       
[bullet]Our  decisions  reflect  case-by-case  investment judgment; we have no 
all-encompassing formula.                                                      
[bullet]Our  asset  allocations result from individual security decisions, not 
vice versa.                                                                    
[bullet]In  general,  we  favor  large-company  stocks  over small, because we 
usually  take  big  positions  to  make  the most of our intensive analysis of 
individual securities.                                                         
                                                                               
OUTLOOK                                                                        
As  usual,  our  three key considerations of stock market potential are mixed. 
Valuations  are  unattractive, interest rate trends are unfavorable but likely 
to  improve, and the economy and related corporate earnings are strong. A word 
or two about each:                                                             
  The stock market as represented by the S&P 500 has a dividend yield of about 
3%, historically a valuation level more indicative of high risk than potential 
reward.  In  addition,  dividend growth remains poor, and the price/book value 
ratio  is  inauspiciously  high. The price/earnings multiple for the market is 
neutral.                                                                       
  Interest rate trends were the financial market's key driver in 1994, but are 
unlikely to remain dominant. Eventually, the Federal Reserve will be confident 
that  an  overheating economy is under control and that inflation is no longer 
the primary concern. Unfortunately, we may have to suffer through several more 
federal funds rate hikes before that time comes. Six more months of pain looks 
possible, but 18 seems unlikely.                                               


<PAGE>


  Economic  activity  and  corporate  profits are very strong, but should slow 
over  the  next  year.  In  addition  to the gradual effect of higher interest 
rates, there appears to be minimal capacity slack, with both labor and capital 
nearly fully utilized.                                                         
  With these mixed signals and our long-held belief that there are always good 
securities  to  buy,  we  intend  to  continue  selective  purchases and sales 
regardless  of  the  market's  direction.  If  1995  is  a tough year for most 
investors,  we  expect  to  use their disappointments as opportunities to make 
attractive  purchases. When articles of solid value are put on sale, we intend 
to  be  buyers.  If  stock  prices  generally are strong, we will as always be 
taking some profits.                                                           
  Thank you, and best wishes for the new year.                                 
                                                                               
                                Respectfully submitted,                        
                                                                               
                                s/Richard P. Howard                            
                                                                               
                                Richard P. Howard                              
                                President and Chairman of the
                                Investment Advisory Committee      
                                                                               
January 20, 1995                                                               
                                                                               
                                                                               
Twenty-Five Largest Holdings                                                   
December 31, 1994                                                              
                                                                               
                                 Percent of                                    
Company                          Net Assets                                    
- -------------------------------- ----------                                    
Automatic Data Processing           4.4%                                       
Petrie Stores                       3.7                                        
Manville                            3.3                                        
Rockefeller Center                  2.5                                        
Entergy                             2.3                                        
Loews                               2.3                                        
Philip Morris                       2.2                                        
Sallie Mae                          2.2                                        
Cleveland Electric                  2.0                                        
Delta                               1.9                                        
Texaco                              1.8                                        
Washington Post                     1.8                                        
Eli Lilly                           1.6                                        
Atlantic Richfield                  1.6                                        
Price Company                       1.5                                        
PHH                                 1.5                                        
Tandy                               1.3                                        
Weyerhaeuser                        1.3                                        
Champion International              1.2                                        
Federated Department Stores         1.2                                        
CIGNA                               1.2                                        
Polaroid                            1.2                                        
IBM                                 1.2                                        
Centerior Energy                    1.2                                        
Public Service of New Mexico        1.2                                        
- -------------------------------------------                                    
Total                              47.6%                                       
                                                                               
                                                                               
<PAGE>


Contributions to the Change in Net Asset Value Per Share                       
                                                                               
Three Months Ended December 31, 1994                                           
- ------------------------------------------------------------------------------ 
TEN BEST CONTRIBUTORS                                                          
Eli Lilly                                               3[cents]       
Teledyne                                                3                      
Reebok                                                  2                      
Manville                                                1                      
SCEcorp                                                 1                      
Delta                                                   1                      
Public Service of New Mexico                            1                      
Union Texas Petroleum                                   1                      
Washington Post                                         1                      
IBM                                                     1                      
- ---------------------------------------------------------                      
Total                                                  15[cents] 
                                                                               
TEN WORST CONTRIBUTORS                                                         
Petrie Stores                                          -6[cents]  
Kemper                                                  5                      
Newmont Mining                                          3                      
Weyerhaeuser                                            3                      
Chris-Craft Industries                                  2                      
American Premier Underwriters*                          1                      
CBS                                                     1                      
Homestake Mining                                        1                      
Price Company                                           1                      
Entergy                                                 1                      
- ---------------------------------------------------------                      
Total                                                 -24[cents]  
                                                                               
                                                                               
                                                                               
Twelve Months Ended December 31, 1994                                          
- ---------------------------------------------------------                      
                                                                               
TEN BEST CONTRIBUTORS                                                          
American Cyanamid*                                     26[cents]         
Kemper                                                  8                      
IBM                                                     8                      
Reebok                                                  5                      
Philip Morris                                           2                      
Public Service of New Mexico                            2                      
Eli Lilly                                               2                      
Macy (R.H.)*                                            2                      
Scott Paper*                                            2                      
Meredith                                                2                      
- ---------------------------------------------------------                      
Total                                                  59[cents]  
                                                                               
TEN WORST CONTRIBUTORS                      
Petrie Stores                                         -11[cents]  
Entergy                                                 5                      
Newmont Mining                                          4                      
Price Company                                           3                      
Oryx Energy                                             3                      
Pennzoil                                                3                      
Weyerhaeuser                                            3                      
Rockefeller Center                                      2                      
Homestake Mining                                        2                      
Eastman Kodak*                                          2                      
- ---------------------------------------------------------                      
Total                                                 -38[cents]     
                                                                               
                                                                               
*Position eliminated                                                           
                                                                               
                                                                               

<PAGE>


Performance Contributions                                                      
Twelve Months Ended December 31, 1994                                          
                                                                               
                                Cents-Per-Share    % of                        
Sector                           Contribution   Net Assets                     
- ------------------------------- --------------- ----------                     
Basic Materials                       -6[cents]     2%                         
Business Services &                                                            
  Transportation                      -3            9                          
Capital Equipment                      1            1                          
Consumer Cyclicals                    -7            9                          
Consumer Nondurables                  40            8                          
Consumer Services                    -13           12                         
Energy                                -1            9                          
Financial                              2           10                         
Process Industries                     2            3                          
Technology                             4            2                          
Utilities                             -4            9                          
U.S. Government/Options               -7            3                          
Total                                  8           77                         
Miscellaneous                          0            3                          
Reserves & Income                     40           20                         
- ----------------------------------------------------------                     
Total Portfolio                       48[cents]   100%                        
- ----------------------------------------------------------                     

                                                                               
Fiscal-Year Performance                                                        

Periods Ended December 31, 1994                                                
1 Year  5 Years* Since Inception 6/30/86*                                      
- ------- -------- ------------------------                                      
 3.80%  9.53%             12.20%                                               
- -----------------------------------------                                      
* Average Annual Compound Total Return                                         
                                                                               
Income  return  and  principal value represent past performance and will vary. 
Shares may be worth more or less at redemption than at original purchase.      
                                                                               
[chart]                                                                        
Fiscal-Year Performance Comparison                                             
A  two-line chart comparing the growth in an initial $10,000 investment in the 
Fund  with  the  same  investment in the S&D 500 Index starting on 6/30/86 and 
ending on 12/31/94.                                                            
                                                                               
                                                                               
<PAGE>


Investment Record                                                              
T. Rowe Price Capital Appreciation Fund                                        
                                                                               
The  table below shows the investment record of one share of the T. Rowe Price 
Capital  Appreciation  Fund, purchased at the initial price of $10.00, for the 
period  6/30/86 through 12/31/94. Over this time, stock prices in general have 
risen.  The  results shown should not be considered as a representation of the 
income  or  capital gain or loss which may be realized from an investment made 
in the Fund today.                                                             
                                                                               
Per-Share Data                                                                 
<TABLE>
<CAPTION>                                                                                 
                     With Capital Gains and Income Dividends                 Annual       
                  Taken in Cash          Reinvested in Additional Shares  Total Return    
         ------------------------------- -------------------------------- On Investment   
  Year              Capital                Capital                          % Change      
 Ended   Asset       Gain        Income      Gain      Income   Value of  -------------   
 12/31   Value  Distribution/1/ Dividend Distribution Dividend Investment Fund  S&P 500   
- -------- ------ --------------- -------- ------------ -------- ---------- ----- -------  
<S>      <C>    <C>             <C>      <C>          <C>      <C>        <C>   <C>       
1986/2/  $10.85         -          -            -        -     $10.85      8.5%  -1.8%   
1987       9.15      $1.85       0.48         1.95     0.50     11.47      5.7    5.3   
1988      10.42       0.37       0.28         0.47     0.35     13.91     21.2   16.5   
1989      10.82       1.36       0.45         1.81     0.60     16.88     21.4   31.6   
1990       9.98       0.31       0.39         0.48     0.61     16.67     -1.2   -3.1   
1991      11.02       0.64       0.43         1.07     0.72     20.27     21.6   30.3   
1992      11.39       0.16       0.50         0.29     0.92     22.17      9.4    7.6   
1993      12.66       0.33       0.18         0.64     0.35     25.64     15.7   10.1   
1994      12.10       0.69       0.35         1.40     0.71     26.62      3.8    1.3   
- ---------------------------------------------------------------------------------------   
Total                $5.71      $3.06         8.11     4.76                            
- ---------------------------------------------------------------------------------------   
<FN>
1. Includes  short-term  capital  gains  of  $1.74 in 1987, $0.28 in 1988, 
       $1.10  in  1989,  $0.08 in 1990, $0.21 in 1991, $0.09 in 1992, $0.14 in 
       1993, and $0.25 in 1994.                                                
2. From inception 6/30/86 to 12/31/86                                          
</TABLE>   
                                                                               

<PAGE>


Statement of Net Assets (Value in thousands)                                   
T. Rowe Price Capital Appreciation Fund / December 31, 1994                    
                                                                               
Common Stocks--50.0%                                                           
FINANCIAL--7.8%                                                                
                                                            Value              
                                                         --------              
INSURANCE--4.2%                                                                
     33,500 shs. * Fund American Enterprises............   $2,421              
     70,000        Kemper...............................    2,651              
    175,000        Loews................................   15,203              
    175,000        Unitrin..............................    7,525              
                                                           27,800              
FINANCIAL SERVICES--3.4%                                                       
    260,000        American Express.....................    7,670              
    440,000        Sallie Mae...........................   14,300              
                                                           21,970              
BANK & TRUST--0.2%                                                             
        150        Bank for International Settlements                          
                     (CHF)..............................    1,111              
     13,822        Mellon Bank..........................      423              
                                                            1,534              
TOTAL FINANCIAL                                            51,304              
                                                                               
UTILITIES--6.1%                                                                
ELECTRIC UTILITIES--6.1%                                                       
    900,000        Centerior Energy.....................    7,987              
    700,000        Entergy..............................   15,312              
    110,000        General Public Utilities.............    2,888              
    600,000      * Public Service of New Mexico.........    7,800              
    400,000        SCEcorp..............................    5,850              
TOTAL UTILITIES                                            39,837              
                                                                               
CONSUMER NONDURABLES--7.0%                                                     
BEVERAGES--0.2%                                                                
     85,000        Coca-Cola Enterprises................    1,519              
FOOD PROCESSING--1.1%                                                          
     50,000        General Mills........................    2,850              
    220,000        Pet..................................    4,345              
                                                            7,195              
HOSPITAL SUPPLIES/                                                             
  HOSPITAL MANAGEMENT--0.0%                                                    
      3,300      * Lynx Therapeutics....................        1              
PHARMACEUTICALS--2.4%                                                          
    160,000        Eli Lilly............................   10,500              
    180,000        Upjohn...............................    5,535              
                                                           16,035              
MISCELLANEOUS CONSUMER PRODUCTS--3.3%                                          
    250,000 shs.   Philip Morris........................  $14,375              
    180,000        Reebok...............................    7,110              
                   21,485                                                      
TOTAL CONSUMER NONDURABLES                                 46,235              
                                                                               
CONSUMER SERVICES--9.2%                                                        
GENERAL MERCHANDISERS--0.8%                                                    
    250,000      * Hills Stores.........................    5,187              
SPECIALTY MERCHANDISERS--3.7%                                                  
  1,089,790        Petrie Stores........................   24,384              
MEDIA & COMMUNICATIONS--4.7%                                                   
     43,525        CBS..................................    2,410              
    200,000      * Chris-Craft Industries...............    6,900              
    100,000        Meredith.............................    4,663              
    240,000        New York Times (Class A).............    5,310              
     48,000        Washington Post (Class B)............   11,640              
                                                           30,923              
TOTAL CONSUMER SERVICES                                    60,494              
                                                                               
CONSUMER CYCLICALS--1.2%                                                       
MISCELLANEOUS CONSUMER DURABLES--1.2%                                          
    250,000        Polaroid.............................    8,125              
TOTAL CONSUMER CYCLICALS                                    8,125              
                                                                               
TECHNOLOGY--1.8%                                                               
INFORMATION PROCESSING--0.6%                                                   
     50,000        IBM..................................    3,675              
AEROSPACE & DEFENSE--1.2%                                                      
     50,000        Litton Industries....................    1,850              
    300,000      * Teledyne.............................    6,038              
                   7,888                                                       
TOTAL TECHNOLOGY                                           11,563              
                                                                               
BUSINESS SERVICES & TRANSPORTATION--3.2%                                       
TRANSPORTATION SERVICES--2.7%                                                  
    235,000        Overseas Shipholding Group...........    5,405              
    280,000        PHH..................................    9,730              
    120,000        Ryder System.........................    2,640              
                   17,775                                                      
MISCELLANEOUS BUSINESS SERVICES--0.5%                                          
    340,000      * Chemical Waste Management............    3,188              
TOTAL BUSINESS SERVICES & TRANSPORTATION                   20,963              
                                                                               
ENERGY--8.8%                                                                   
EXPLORATION & PRODUCTION--0.1%                                                 
     60,000 shs.   Ranger Oil...........................     $353              
GAS TRANSMISSION--0.1%                                                         
     75,000        Noram Energy.........................      403              
INTEGRATED PETROLEUM-DOMESTIC--6.4%                                            
    100,000        Atlantic Richfield...................   10,175              
     50,000        Kerr-McGee...........................    2,300              
    150,000        Murphy Oil...........................    6,375              
    340,000      * Oryx Energy..........................    4,037              
    145,000        Pennzoil.............................    6,398              
    156,000        Sun Company..........................    4,485              
    300,000        Union Texas Petroleum................    6,225              
     70,000        Unocal...............................    1,908              
                                                           41,903              
INTEGRATED PETROLEUM-                                                          
  INTERNATIONAL--1.8%                                                          
    200,000        Texaco...............................   11,975              
ENERGY SERVICES--0.4%                                                          
    120,000        Helmerich & Payne....................    3,075              
TOTAL ENERGY                                               57,709              
                                                                               
PROCESS INDUSTRIES--2.8%                                                       
DIVERSIFIED CHEMICALS--0.4%                                                    
     96,800        Cabot................................    2,747              
FOREST PRODUCTS--1.3%                                                          
    220,000        Weyerhaeuser.........................    8,250              
BUILDING & CONSTRUCTION--1.1%                                                  
    820,000        Manville.............................    7,380              
TOTAL PROCESS INDUSTRIES                                   18,377              
                                                                               
BASIC MATERIALS--1.1%                                                          
MINING--1.1%                                                                   
    195,000        Homestake Mining.....................    3,339              
    100,000        Newmont Mining.......................    3,600              
TOTAL BASIC MATERIALS                                       6,939              
MISCELLANEOUS COMMON STOCKS--1.0%                           6,409              
TOTAL COMMON STOCKS (COST $309,149)                       327,955              
                                                                               
Preferred Stocks--4.5%                                                         
      7,300        Cleveland Electric, 8.80%,                                  
                     Series R...........................    5,822              
      9,100        Cleveland Electric, Series S.........    7,234              
    510,700        Gulf Canada Resources, Series 1......    1,277              
     46,292 shs.   Gulf States Utilities, Adj.,                                
                     Series B...........................   $2,222              
      4,800      * Lynx Therapeutics, Series A..........        5              
    550,000        Manville, $2.70, Cum., Series B......   12,787              
TOTAL PREFERRED STOCKS (COST $26,981)                      29,347              
                                                                               
Convertible Preferred Stocks--3.1%                                             
     10,000        GATX, $3.875, Series A...............      540              
    120,000        Kemper (144a), Series E..............    5,288              
     55,000        Newmont Mining (144a), $2.75.........    2,894              
    232,000        Tandy, $2.14, PERCS, Series C........    8,758              
                                                           17,480              
MISCELLANEOUS CONVERTIBLE PREFERRED STOCKS                  2,853              
TOTAL CONVERTIBLE PREFERRED STOCKS                                             
  (COST $19,746)                                           20,333              
                                                                               
Convertible Bonds--18.4%                                                       
 $6,000,000        American Brands, 5.75%, 4/11/05......    6,840              
 70,000,000        Automatic Data Processing,                                  
                     LYONS, Zero Coupon, 2/20/12........   28,787              
  7,500,000        Champion International,                                     
                     Sub. Deb., 6.50%, 4/15/11..........    8,152              
  1,500,000        CHUBB CAPITAL, 6.00%, 5/15/98........    1,515              
  8,000,000        CIGNA, 8.20%, 7/10/10................    8,125              
 18,000,000        Delta, Sub. Deb., 3.23%, 6/15/03.....   12,735              
  8,500,000        Federated Department Stores,                                
                     STEP, Zero Coupon, 2/15/95,                               
                     6.00%, 2/15/95 - 2/15/04...........    8,128              
  1,600,000        Homestake Mining, (144a),                                   
                     Sub. Deb., 5.50%, 6/23/00..........    1,542              
 19,186,685 FRF    IBM, 5.75%, 1/1/98...................    4,441              
  5,200,000        Potomac Electric Power, Deb.,                               
                     5.00%, 9/1/02......................    4,134              
  5,800,000        Price, Sub. Deb., 5.50%, 2/28/12.....    4,408              
  6,000,000        Price, Sub. Deb., 6.75%, 3/1/01......    5,460              
 17,950,000        Rockefeller Center, Deb.,                                   
                     8.00%, 12/31/00....................   16,604              
  8,000,000        Rouse, 5.75%, 7/23/02................    6,460              
 10,000,000        U.S. West, LYONS,                                           
                     Zero Coupon, 6/25/11...............    3,075              
TOTAL CONVERTIBLE BONDS (COST $122,004).................  120,406              
                                                                               
Corporate Bonds--0.3%                                                          
  1,794,000        Manville, Sub. Deb.,                                        
                     Zero Coupon, 12/31/03..............    1,688              
TOTAL CORPORATE BONDS (COST $1,505)                         1,688              
                                                                               
U.S. Government                                                                
  Obligations/Agencies--4.3%                                                   
  2,500,000        U.S. Treasury Notes,                                        
                     3.875%, 3/31/95....................    2,491              
                                                                               
U.S. Government                                                                
  Obligations/Agencies (Cont'd)                                                
 $7,500,000        4.25%, 12/31/95-5/15/96..............   $7,252              
  8,500,000        4.625%, 8/15/95-2/29/96..............    8,283              
  2,500,000        5.125%, 11/15/95.....................    2,457              
                                                           20,483              
MISCELLANEOUS U.S. GOVERNMENT                                                  
  OBLIGATIONS/AGENCIES                                      7,915              
TOTAL U.S. GOVERNMENT OBLIGATIONS/AGENCIES                                     
  (COST $28,961)                                           28,398              
                                                                               
Index Notes--0.3%                                                              
    153,500 shs. * Republic of Austria, 8/15/96.........    1,957              
TOTAL INDEX NOTES (COST $1,636)                             1,957              
                                                                               
Options Purchased--0.5%                                                        
         50 cts.   Mellon "B" Put,                                             
                     3/18/95 @ $40.00...................       70              
        400        Toys "R" Us Put,                                            
                     3/18/95 @ $35.00...................      190              
      1,420        Toys "R" Us Put,                                            
                     3/18/95 @ $40.00...................    1,349              
        560          Toys "R" Us Put,                                          
                     6/17/95 @ $35.00...................      280              
        560        Toys "R" Us Put,                                            
                     6/17/95 @ $40.00...................      518              
        800        Waste Management "B" Put,                                   
                     5/19/95 @ $25.00...................       45              
                                                            2,452              
MISCELLANEOUS OPTIONS                                         667              
TOTAL OPTIONS PURCHASED (COST $1,697)                       3,119              
                                                                               
Short-Term Investments--19.4%                                                  
BANK NOTES--1.6%                                                               
$10,000,000        Banque Nationale de Paris,                                  
                     5.81%, 1/9/95......................   10,000              
COMMERCIAL PAPER--15.7%                                                        
 10,000,000        Asset Securitization Cooperative,                           
                     4(2), 5.45%, 1/18/95...............    9,870              
  5,000,000        Ciesco L.P., 5.10%, 2/16/95..........    4,872              
 10,000,000        Delaware Funding,                                           
                   5.88%, 1/23/95.......................    9,948              
 10,000,000        Finnish Export Credit Limited,                              
                     6.02%, 2/28/95.....................    9,851              
  5,000,000        First National Bank of Maryland,                            
                     5.80%, 1/9/95......................    4,997              
 10,000,000        Ford Credit Europe,                                         
                     5.78%, 1/30/95.....................    9,900              
  5,000,000        General Electric Capital,                                   
                     5.10%, 2/6/95......................    4,879              
  5,000,000        Hanson Finance (U.K.),                                      
                     5.40%, 1/17/95.....................    4,933              
 $6,600,000        Koch Industries, 4(2),                                      
                     6.25%, 1/3/95......................   $6,595              
 10,000,000        MCA Funding, 4(2),                                          
                     5.50%, 1/25/95.....................    9,861              
  2,500,000        Merrill Lynch & Co., VR,                                    
                     6.125%, 9/6/95.....................    2,500              
 10,000,000        Miles, 4(2), 5.50%, 2/7/95...........    9,852              
     88,000        President & Fellows Harvard                                 
                     College, 6.00%, 1/3/95.............       88              
  5,000,000        R.R. Donnelly, 4(2),                                        
                     6.00%, 1/17/95.....................    4,970              
 10,000,000        Smith Barney Shearson,                                      
                     5.45%, 1/9/95......................    9,883              
                                                          102,999              
CERTIFICATES OF DEPOSIT--1.2%                                                  
  8,000,000        Societe Generale, 5.80%, 3/1/95......    8,002              
MEDIUM-TERM NOTES--0.9%                                                        
  1,000,000        Citicorp, VR, 6.9625%, 2/13/95.......    1,011              
  5,000,000        Morgan Stanley Group, VR,                                   
                     6.525%, 7/13/95....................    5,003              
                                                                               
                                                            6,014              
TOTAL SHORT-TERM INVESTMENTS                                                   
  (COST $127,015)                                         127,015              
- -----------------------------------------------------------------              
TOTAL INVESTMENTS IN SECURITIES--100.8%                                        
(COST $638,694)                                           660,218              
- -----------------------------------------------------------------              
Other Assets Less Liabilities                             (5,219)              
NET ASSETS CONSISTING OF:                                                      
Accumulated net investment income-                                             
  net of distributions....................     $464                            
Accumulated realized gains/losses-                                             
  net of distributions....................    9,602                            
Net unrealized gain.......................   21,528                            
Paid-in-capital applicable to 54,130,589                                       
  shares of no par value                                                       
  capital stock outstanding;                                                   
  unlimited shares authorized.............  623,405                            
                                           --------                            
NET ASSETS                                          $654,999                   
                                                    --------                   
                                                    --------                   
NET ASSET VALUE PER SHARE                             $12.10                   
                                                    --------                   
                                                    --------                   
- ------------------------------------------------------------                   
    * Non-income producing                                                     
 4(2) Commercial Paper sold within terms of a                                  
      private placement memorandum, exempt from                                
      registration under section 4.2 of the                                    
      Securities Act of 1933, as amended, and may be                           
      sold only to dealers in that program or other                            
      "accredited investors."                                                  
 144a Security was purchased pursuant to Rule 144a                             
      under the Securities Act of 1933 and may not                             
      be resold subject to that rule except to                                 
      qualified institutional buyers-total of such                             
      securities at year-end amounts to 1.5% of net                            
      assets.                                                                  
PERCS Participating Equity Redemption Certificate                              
   VR Variable Rate                                                            
  CHF Swiss franc                                                              
  FRF French franc                                                             
                                                                               
The accompanying notes are an integral part of these financial statements.     
                                                                               
                                                                               
<PAGE>


Statement of Operations                                                        
T. Rowe Price Capital Appreciation Fund / Year Ended December 31, 1994         
                                                                               
                                               (Amounts in                     
                                                thousands)                     
INVESTMENT INCOME                                                              
Income                                                                         
  Interest....................................   $13,149                       
  Dividends...................................    10,706                       
                                               ------------                    
Total income..................................    23,855                       
                                               ------------                    
Expenses                                                                       
  Investment management.......................     4,163         
  Shareholder servicing.......................     1,902         
  Custody and accounting......................      174          
  Prospectus and shareholder reports..........      111          
  Registrations...............................       85          
  Proxy and annual meeting....................       38          
  Legal and auditing..........................       32          
  Trustees....................................       18          
  Miscellaneous...............................       14          
                                                                               
                                               ------------                    
  Total expenses..............................    6,537                        
                                               ------------                    
Net investment income.........................   17,318                       
                                               ------------                    
                                                                               
REALIZED AND UNREALIZED GAIN (LOSS)                                            
Net realized gain (loss) on:                                                   
  Securities..................................   36,103                       
  Options.....................................     (762)         
  Foreign currency transactions...............       (9)         
                                               ------------                    
  Net realized gain ..........................   35,332                       
                                               ------------                    
Change in net unrealized gain or loss on:                                      
  Securities..................................  (33,579)                      
  Options.....................................    1,972                        
  Other assets and liabilities denominated                                     
    in foreign currencies.....................        4          
                                               ------------                    
  Change in net unrealized gain or loss.......  (31,603)                      
                                               ------------                    
  Net realized and unrealized gain ...........    3,729                        
                                               ------------                    
INCREASE IN NET ASSETS FROM                                                    
  OPERATIONS..................................  $21,047                       
                                               ------------                    
                                               ------------                    
- -----------------------------------------------------------                    
                                                                               
The accompanying notes are an integral part of these financial statements.     
                                                                               
                                                                               
<PAGE>


Statement of Changes in Net Assets                                             
T. Rowe Price Capital Appreciation Fund                                        
                                                                               
                                                              Year Ended       
                                                             December 31,      
                                                         --------------------- 
                                                            1994          1993 
                                                         ---------- ---------- 
                                                              (Amounts in      
                                                              thousands)       
Operations                                                                     
  Net investment income.................................  $17,318     $10,807 
  Net realized gain.....................................   35,332      22,125 
  Change in net unrealized gain or loss.................  (31,603)     34,379 
  Increase in net assets from operations................   21,047      67,311 
Distributions to shareholders                                                  
  Net investment income.................................  (17,429)     (7,294) 
  Net realized gain.....................................  (34,365)    (13,366) 
  Decrease in net assets from distributions.............  (51,794)    (20,660) 
Capital share transactions/1/                                                  
  Shares sold...........................................  215,254     219,700 
  Distributions reinvested..............................   50,316      20,008 
  Shares redeemed....................................... (116,068)   (109,387) 
  Increase in net assets from capital share transactions  149,502     130,321 
Increase in net assets..................................  118,755     176,972 
                                                                               
NET ASSETS                                                                     
Beginning of year.......................................  536,244     359,272 
End of year.............................................  $654,999   $536,244 
- ------------------------------------------------------------------------------ 
/1/Capital share transactions (number of shares)                               
  Shares sold...........................................   16,627      18,222 
  Distributions reinvested..............................   4,162        1,592 
  Shares redeemed.......................................  (9,006)      (8,997) 
  Increase in capital shares outstanding................   11,783      10,817 
- ------------------------------------------------------------------------------ 
                                                                               
The accompanying notes are an integral part of these financial statements.     
                                                                               
                                                                               
<PAGE>


Notes to Financial Statements                                                  
T. Rowe Price Capital Appreciation Fund / December 31, 1994                    
                                                                               
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES                                       
T.  Rowe  Price  Capital  Appreciation Fund (the Fund) is registered under the 
Investment   Company  Act  of  1940  as  a  diversified,  open-end  management 
investment company.                                                            
                                                                               
A)  Valuation  -  Equity securities listed or regularly traded on a securities 
exchange  (including  Nasdaq) are valued at the last quoted sales price on the 
day the valuations are made. A security which is listed or traded on more than 
one  exchange  is valued at the quotation on the exchange determined to be the 
primary  market  for  such  security. Other equity securities and those listed 
securities that are not traded                                                 
on  a particular day are valued at a price within the limits of the latest bid 
and  asked  prices deemed by the Board of Trustees, or by persons delegated by 
the Trustees, best to reflect fair value. In the absence of a last sale price, 
purchased options are valued at the latest                                     
bid price.                                                                     
    Debt  securities  are  generally traded in the over-the-counter market and 
are  valued  at a price deemed best to reflect fair value as quoted by dealers 
who  make  markets  in  these securities or by an independent pricing service. 
Short-term  debt securities are valued at their cost which, when combined with 
accrued interest, approximates fair value.                                     
    For purposes of determining the Fund's net asset value per share, the U.S. 
dollar  value  of  all  assets  and liabilities initially expressed in foreign 
currencies is determined by using the mean of the bid and offer prices of such 
currencies against U.S. dollars quoted by a major bank.                        
    Assets  and  liabilities  for  which  the  above  valuation procedures are 
inappropriate or are deemed not to reflect fair value are stated at fair value 
as determined in good faith by or under the supervision of the officers of the 
Fund, as authorized by the Board of Trustees.                                  
                                                                               
B)  Currency  translation  -  Assets  and  liabilities are converted into U.S. 
dollars  at  the  prevailing exchange rate at the end of the reporting period. 
Purchases  and sales of securities and income and expenses are translated into 
U.S.   dollars   at  the  prevailing  exchange  rate  on  the  dates  of  such 
transactions.  The effect of changes in foreign exchange rates on realized and 
unrealized  security gains or losses is reflected as a component of such gains 
or losses.                                                                     
                                                                               
C)  Other  - Income and expenses are recorded on the accrual basis. Investment 
transactions  are  accounted  for on the trade date. Realized gains and losses 
are reported on an identified cost basis. Dividend income and distributions to 
shareholders  are  recorded  by  the  Fund on the ex-dividend date. Income and 
capital  gain  distributions  are determined in accordance with federal income 
tax  regulations  and  may  differ  from  those  determined in accordance with 
generally accepted accounting principles.                                      
                                                                               
NOTE 2 - INVESTMENT TRANSACTIONS                                               
Consistent  with  its  investment objective, the Fund engages in the following 
practices  to  manage  exposure  to certain risks and enhance performance. The 
investment  objective, policies, program, risk factors and following practices 
of the Fund are described more fully in the Fund's Prospectus and Statement of 
Additional Information.                                                        
                                                                               
A)  Options  -  Call  and put options give the holder the right to purchase or 
sell,  respectively,  a security at a specified price on a certain date. Risks 
arise  from  possible  illiquidity of the options market and from movements in 
security  values.  Options  are reflected in the accompanying Statement of Net 
Assets  at  market value. Transactions in options written and related premiums 
received during the year ended December 31, 1994, were as follows:             
                                                                               

<PAGE>


                                Face Amount                                    
                                  Subject                                      
                                to Options   Premiums                          
                                ----------- ----------                         
Options Outstanding at                                                         
  Beginning of Year               $107,750   $268,000                         
Options Written                          -          -                         
Options Exercised                        -          -                         
Options Expired                   (107,750)  (268,000)                         
                                ----------- ----------                         
Options Outstanding at                                                         
  End of Year                           $-         $-                         
                                ----------- ----------                         
                                ----------- ----------                         
                                                                               
B)  Other - Purchases and sales of portfolio securities, other than short-term 
and  U.S.  Government  securities,  aggregated  $312,273,000 and $187,731,000, 
respectively, for the year ended December 31, 1994.                            
                                                                               
NOTE 3 - FEDERAL INCOME TAXES                                                  
No  provision  for  federal income taxes is required since the Fund intends to 
continue  to  qualify  as a regulated investment company and distribute all of 
its taxable income.                                                            
    At December 31, 1994, the aggregate                                        
cost of investments for federal income tax                                     
and  financial  reporting  purposes  was  $638,694,000 and net unrealized gain 
aggregated   $21,524,000,   of   which   $39,533,000  related  to  appreciated 
investments and $18,009,000 to depreciated investments.                        
                                                                               
NOTE 4 - RELATED PARTY TRANSACTIONS                                            
The  investment  management  agreement  between  the  Fund  and  T. Rowe Price 
Associates,  Inc.  (the  Manager) provides for an annual investment management 
fee,  of  which $401,000 was payable at December 31, 1994. The fee is computed 
daily  and paid monthly, and consists of an Individual Fund Fee equal to 0.30% 
of  average  daily  net  assets and a Group Fee. The Group Fee is based on the 
combined assets of certain mutual funds sponsored by the Manager or Rowe-Price 
Fleming  International, Inc. (the Group). The Group Fee rate ranges from 0.48% 
for  the  first  $1  billion  of  assets  to 0.31% for assets in excess of $34 
billion.  At  December  31,  1994,  and for the year then ended, the effective 
annual  Group  Fee rate was 0.34%. The Fund pays a pro rata share of the Group 
Fee based on the ratio of its net assets to those of the Group.                
    Additionally,  the  management  fee is subject to a performance adjustment 
dependent  upon  the  investment  performance  of  the Fund as compared to the 
Standard & Poor's 500 Stock Index over a running 36-month period, as set forth 
in  the  investment  management  agreement. The performance adjustment for the 
year ended December 31, 1994 increased management fees by $333,000.            
    In addition, the Fund has entered into agreements with the Manager and two 
wholly-owned  subsidiaries of the Manager, pursuant to which the Fund receives 
certain  other  services.  The  Manager  computes  the  daily  share price and 
maintains  the  financial  records  of  the Fund. T. Rowe Price Services, Inc. 
(TRPS)  is  the  Fund's  transfer  and  dividend disbursing agent and provides 
shareholder  and administrative services to the Fund. T. Rowe Price Retirement 
Plan  Services,  Inc.  provides  subaccounting  and recordkeeping services for 
certain  retirement  accounts invested in the Fund. The Fund incurred expenses 
pursuant  to  these related party agreements totaling approximately $1,742,000 
for  the  year  ended  December  31,  1994,  of  which $179,000 was payable at 
year-end.                                                                      
                                                                               
                                                                               
<PAGE>


Financial Highlights                                                           
T. Rowe Price Capital Appreciation Fund                                        
                                                                               
<TABLE>
<CAPTION>                                                                          
                                       For a share outstanding throughout each     
                                     --------------------------------------------  
                                               Year Ended December 31,             
                                     --------------------------------------------  
                                         1994     1993     1992     1991     1990  
                                     -------- -------- -------- -------- --------  
<S>                                  <C>      <C>      <C>      <C>      <C>    
NET ASSET VALUE, BEGINNING OF          $12.66   $11.39   $11.02    $9.98   $10.82 
YEAR................................                                              
                                     -------- -------- -------- -------- -------- 
Investment Activities                                                             
  Net investment income.............    0.35     0.26     0.51     0.44    0.37* 
  Net realized and unrealized gain      0.13     1.52     0.52     1.67   (0.51) 
(loss)..............................                                              
                                     -------- -------- -------- -------- -------- 
  Total from Investment Activities..    0.48     1.78     1.03     2.11   (0.14) 
Distributions                                                                     
  Net investment income.............   (0.35)   (0.18)   (0.50)   (0.43)  (0.39) 
  Net realized gain.................   (0.69)   (0.33)   (0.16)   (0.64)  (0.31) 
                                     -------- -------- -------- -------- -------- 
  Total Distributions...............   (1.04)   (0.51)   (0.66)   (1.07)  (0.70) 
                                     -------- -------- -------- -------- -------- 
NET ASSET VALUE, END OF YEAR........  $12.10   $12.66   $11.39   $11.02   $9.98 
                                     -------- -------- -------- -------- -------- 
                                     -------- -------- -------- -------- -------- 
- --------------------------------------------------------------------------------- 
RATIOS/SUPPLEMENTAL DATA                                                          
Total Return........................     3.8%    15.7%     9.4%    21.6%  (1.3)%* 
Ratio of Expenses to Average Net        1.10%    1.09%    1.08%    1.20%   1.25%* 
Assets..............................                                              
Ratio of Net Investment Income                                                    
  to Average Net Assets.............    2.91%    2.37%    4.28%    3.90%   3.44%* 
Portfolio Turnover Rate.............    43.6%    39.4%    30.3%    50.7%    49.9% 
Net Assets, End of Year (in          $654,999 $536,244 $359,272 $215,693 $141,923 
thousands)..........................                                              
- --------------------------------------------------------------------------------- 
<FN>
*Excludes  expenses  in  excess of a 1.25% voluntary expense limitation in 
effect through December 31, 1993.                                              
</TABLE>
                                                                               
                                                                               
<PAGE>
Report of Independent Accountants                                              
                                                                               
                                                                               
To the Shareholders and Board of Trustees                                      
of T. Rowe Price Capital Appreciation Fund, Inc.                               
                                                                               
    We  have audited the accompanying statement of net assets of T. Rowe Price 
Capital  Appreciation  Fund,  Inc.  as  of  December 31, 1994, and the related 
statement  of  operations for the year then ended, the statement of changes in 
net  assets  for  each  of  the  two  years  in the period then ended, and the 
financial  highlights  for  each  of  the five years in the period then ended. 
These  financial statements and financial highlights are the responsibility of 
the  Fund's  management.  Our responsibility is to express an opinion on these 
financial statements and financial highlights based on our audits.             
    We  conducted  our  audits  in accordance with generally accepted auditing 
standards.  Those  standards  require  that  we  plan and perform the audit to 
obtain  reasonable  assurance  about  whether  the  financial  statements  and 
financial  highlights  are  free  of  material misstatement. An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures in 
the  financial statements. Our procedures included confirmation of investments 
owned  as  of  December  31,  1994,  by  correspondence with the custodian and 
brokers.  An  audit also includes assessing the accounting principles used and 
significant  estimates  made  by management, as well as evaluating the overall 
financial  statement  presentation.  We  believe  that  our  audits  provide a 
reasonable basis for our opinion.                                              
    In  our  opinion,  the  financial  statements  and  financial  highlights, 
referred  to  above,  present  fairly, in all material respects, the financial 
position  of  T. Rowe Price Capital Appreciation Fund, Inc. as of December 31, 
1994,  the  results  of  its  operations,  the  changes  in its net assets and 
financial  highlights  for  each of the respective periods stated in the first 
paragraph in conformity with generally accepted accounting principles.         
                                                                               
                                COOPERS & LYBRAND L.L.P.                       
                                                                               
Baltimore, Maryland                                                            
January 23, 1995                                                               
                                                                               



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