WEITZ SERIES FUND INC
N-30D, 2000-05-04
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<PAGE>
                                               WEITZ SERIES FUND, INC.
- --------------------------------------------------------------------------------

BOARD OF DIRECTORS
  Lorraine Chang
  John W. Hancock
  Richard D. Holland
  Thomas R. Pansing, Jr.
  Delmer L. Toebben
  Wallace R. Weitz

OFFICERS
  Wallace R. Weitz, President
  Mary K. Beerling, Vice-President & Secretary
  Linda L. Lawson, Vice-President
  Richard F. Lawson, Vice-President

INVESTMENT ADVISER
  Wallace R. Weitz & Company

DISTRIBUTOR
  Weitz Securities, Inc.

CUSTODIAN
  Norwest Bank Minnesota, N.A.

TRANSFER AGENT AND DIVIDEND PAYING AGENT
  Wallace R. Weitz & Company

SUB-TRANSFER AGENT
  National Financial Data Services, Inc.

This report has been prepared for the information of shareholders of Weitz
Series Fund, Inc. - Hickory Fund. For more detailed information about the Fund,
its investment objectives, management, fees and expenses, please see a current
prospectus. This report is not authorized for distribution to prospective
investors unless preceded or accompanied by a current prospectus.

4/28/2000

513423

                                  HICKORY FUND

                                     ANNUAL

                                     REPORT

                               MARCH 31, 2000

                        ONE PACIFIC PLACE, SUITE 600
                           1125 SOUTH 103 STREET
                         OMAHA, NEBRASKA 68124-6008

                                402-391-1980
                                800-232-4161
                              402-391-2125 FAX

                                 WWW.WEITZFUNDS.COM
<PAGE>
                    WEITZ SERIES FUND, INC. -- HICKORY FUND
                          PERFORMANCE SINCE INCEPTION

The following table summarizes performance information for the fund as compared
to the S&P 500 over the periods indicated. The table also sets forth average
annual total return data for the fund for the one and five year periods ended
March 31, 2000, and for the period since inception, calculated in accordance
with SEC standardized formulas.

<TABLE>
<CAPTION>
                                                                             DIFFERENCE
        PERIOD ENDED                     HICKORY FUND    S&P 500       HICKORY FUND - S&P 500
        ------------                     ------------    -------       ----------------------
        <S>                              <C>             <C>       <C>

        Mar. 31, 2000 (3 months)              -13.4%        2.3%                   -15.7%

        Dec. 31, 1999                          36.7        21.0                     15.7

        Dec. 31, 1998                          33.0        28.6                      4.4

        Dec. 31, 1997                          39.2        33.4                      5.8

        Dec. 31, 1996                          35.4        22.9                     12.5

        Dec. 31, 1995                          40.5        37.5                      3.0

        Dec. 31, 1994                         -17.3         1.3                    -18.6

        Dec. 31, 1993 (9 months)               20.3         5.5                     14.8

        Since Inception (April 1, 1993)
         Cumulative                           314.1       283.4                     30.7

        Compound Annual Average
         Return                                22.5        21.1                      1.4
</TABLE>

The fund's average annual total return for the one and five years ended
March 31, 2000, and for the period since inception (April 1, 1993) was 8.0%,
31.5% and 22.5%, respectively. The returns assume redemption at the end of each
period and reinvestment of dividends.

                                       2
<PAGE>
                    WEITZ SERIES FUND, INC. -- HICKORY FUND

The chart below depicts the change in the value of a $25,000 investment for the
period since inception of the Hickory Fund (April 1, 1993) through March 31,
2000, as compared with the growth of the Standard & Poor's 500 Index during the
same period. The Standard & Poor's Index is an unmanaged index consisting of 500
companies generally representative of the market for stocks of large-size U.S.
companies. The information assumes reinvestment of dividends and capital gains
distributions. A $25,000 investment in the Hickory Fund on April 1, 1993, would
have been valued at $103,535 on March 31, 2000.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
               HICKORY FUND  S&P 500
<S>            <C>           <C>
April 1, 1993       $25,000  $25,000
Apr-93              $22,905  $24,396
May-93              $24,000  $25,046
Jun-93              $24,152  $25,119
Jul-93              $24,872  $25,018
Aug-93              $26,801  $25,965
Sep-93              $27,001  $25,765
Oct-93              $28,757  $26,298
Nov-93              $27,860  $26,048
Dec-93              $30,067  $26,363
Jan-94              $29,605  $27,258
Feb-94              $29,119  $26,519
Mar-94              $27,527  $25,364
Apr-94              $27,265  $25,690
May-94              $27,516  $26,110
Jun-94              $26,197  $25,470
Jul-94              $26,038  $26,306
Aug-94              $27,590  $27,382
Sep-94              $27,297  $26,714
Oct-94              $26,947  $27,312
Nov-94              $25,452  $26,318
Dec-94              $24,869  $26,708
Jan-95              $24,968  $27,400
Feb-95              $25,999  $28,466
Mar-95              $26,378  $29,305
Apr-95              $26,307  $30,167
May-95              $27,764  $31,370
Jun-95              $29,583  $32,098
Jul-95              $31,215  $33,162
Aug-95              $33,361  $33,244
Sep-95              $34,777  $34,647
Oct-95              $33,309  $34,523
Nov-95              $34,336  $36,037
Dec-95              $34,932  $36,731
Jan-96              $36,745  $37,979
Feb-96              $37,212  $38,332
Mar-96              $37,083  $38,701
Apr-96              $37,913  $39,271
May-96              $39,878  $40,282
Jun-96              $40,846  $40,435
Jul-96              $37,536  $38,650
Aug-96              $40,117  $39,466
Sep-96              $42,189  $41,685
Oct-96              $42,857  $42,834
Nov-96              $44,915  $46,069
Dec-96              $47,281  $45,156
Jan-97              $48,987  $47,976
Feb-97              $50,153  $48,352
Mar-97              $47,530  $46,369
Apr-97              $47,615  $49,135
May-97              $54,306  $52,124
Jun-97              $55,237  $54,458
Jul-97              $57,395  $58,790
Aug-97              $58,096  $55,499
Sep-97              $62,047  $58,536
Oct-97              $62,877  $56,584
Nov-97              $62,141  $59,201
Dec-97              $65,803  $60,216
Jan-98              $67,763  $60,882
Feb-98              $71,394  $65,270
Mar-98              $81,664  $68,610
Apr-98              $88,465  $69,300
May-98              $85,283  $68,110
Jun-98              $89,485  $70,874
Jul-98              $90,988  $70,121
Aug-98              $80,006  $59,993
Sep-98              $75,548  $63,837
Oct-98              $76,215  $69,025
Nov-98              $81,957  $73,206
Dec-98              $87,522  $77,422
Jan-99              $90,666  $80,658
Feb-99              $91,426  $78,152
Mar-99              $95,887  $81,278
Apr-99             $104,102  $84,425
May-99             $104,548  $82,434
Jun-99             $108,215  $87,005
Jul-99             $105,837  $84,291
Aug-99             $102,055  $83,871
Sep-99             $104,176  $81,575
Oct-99             $108,960  $86,734
Nov-99             $108,531  $88,501
Dec-99             $119,614  $93,710
Jan-00             $106,250  $89,002
Feb-00              $98,980  $87,319
Mar-00             $103,535  $95,856
</TABLE>

                          AVERAGE ANNUAL TOTAL RETURNS

<TABLE>
<CAPTION>
                                                                    SINCE INCEPTION
                                               1-YEAR    5-YEARS    (APRIL 1, 1993)
                                              --------   --------   ----------------
<S>                                           <C>        <C>        <C>
HICKORY FUND................................    8.0%      31.5%          22.5%
Standard & Poor's 500 Index.................   17.9%      26.7%          21.1%
</TABLE>

This information represents past performance of the Hickory Fund and is not
indicative of future performance. The investment return and the principal value
of an investment will fluctuate so that an investor's shares, when redeemed, may
be worth more or less than the original cost.

For the fiscal year ended March 31, 2000, the Hickory Fund designated
$50,055,791 as a long-term capital gain distribution.

                                       3
<PAGE>
                    WEITZ SERIES FUND, INC. -- HICKORY FUND
                         MARCH 31, 2000 - ANNUAL REPORT

                                                                   April 5, 2000

Dear Fellow Shareholder:

      The first three months of 2000 were difficult for Hickory's investments
and frustrating for Hickory's investors, as the stock market had no patience for
the type of value we emphasize. Nevertheless, I have become increasingly
optimistic about the future potential of our investments. Put simply, I now
believe we hold more good businesses at larger discounts to value than ever
before.

      The value of a Hickory share lost 13.4% during the quarter, while the S&P
500's total return (including reinvested dividends) was +2.3%. Over the last
twelve months, Hickory's total return was +8.0%, while the S&P 500's total
return was +17.9%. According to Lipper, the average growth mutual fund had a
total return of +32.2% over the same twelve month period.

REVIEW AND OUTLOOK

      In this letter I plan to cover three main topics. First, I will discuss
the overall stock market environment. Second, I will review Hickory's recent
performance in the context of our investment strategy. Finally, I will review
several of our current holdings to illustrate my optimism about their long term
potential.

STOCK MARKET ENVIRONMENT

      As most of you know, I usually do not have much to say about the overall
stock market, since I believe in concentrating on the prospects and values of
individual companies. However, recent events have been so extreme that some
comment seems appropriate. It has become increasingly clear to me that parts of
the U.S. stock market are experiencing a speculative bubble. I define a bubble
as a periodic bout of collective euphoria that sends the price of certain
securities to levels that cannot possibly be justified by underlying business
value. I believe these conditions are currently focused in the technology,
Internet, and biotech sectors. This is by no means the first time such a bubble
has formed--the U.S. stock market in 1929 and the Japanese market in the early
1990's are other examples. (If you are interested in reading more about this
phenomenon I recommend DEVIL TAKE THE HINDMOST by Edward Chancellor, a history
of financial speculation.)

                                       4
<PAGE>
      This situation is interesting from two different perspectives. First, I
have been quite surprised by how accepted it has become that we are experiencing
a bubble. As I read market commentators and analysts, it seems that it has
become almost conventional wisdom that many tech stocks are overvalued. Second,
I have been quite surprised by the actions of many of my peers at other
investment firms, particularly those who believe in the bubble theory. I would
expect those investors who believe technology stocks to be overvalued not to buy
such stocks, particularly if the investor in question pays attention to the
fundamentals of the companies he or she is buying. However, in many cases
investment managers seem to be saying "I know these stocks are overvalued. I
know they are dangerous, but I have to buy them, or at least continue to own
them, because they are going up and I can't afford to be left out." YOU WILL
NEVER HEAR ME USE THAT LINE OF REASONING. I consider that thinking analogous to
agreeing to be paid to play Russian roulette because all your friends have been
making a fortune playing the game and nobody has died yet.

      To summarize my view of the current market, we have been experiencing a
speculative bubble in which it is either dangerous to participate or frustrating
to watch from the sidelines. I have been taking the latter course. As I write
this, technology stocks have just experienced several down days and it is
possible that the air is beginning to leave the bubble. At this point, however,
it is too soon to declare victory.

HICKORY'S RECENT PERFORMANCE

      By now you are probably saying "I understand why you chose not to
participate in the technology mania, but why did we lose money in the quarter?
Couldn't we just tread water until this mania ends?" To answer these questions,
I first need to review the investment strategies used to manage Hickory and the
implications of these strategies. My objective is to maximize Hickory's LONG
TERM RETURNS. I try to achieve this objective by buying growing value priced at
a discount. This often means buying and owning companies at times when there are
legitimate short-term questions and no immediate catalyst for the stock, but
where the long-term prospects are sufficiently bright and the stock's current
value appears so compelling that I feel we are being paid handsomely to wait. I
also CONCENTRATE our investments on those opportunities that have the best
long-term potential, and I often buy relatively small companies. All of these
factors lead me to two conclusions: Hickory will exhibit relatively high
volatility, and Hickory will not be well correlated with any particular index.
In other words, in the short-term, Hickory's price will bounce around a lot, and
its bounces won't match the wiggles of any particular stock market index.
Nevertheless, our intentions are to make Hickory's long-term performance quite
rewarding. We think we can realize this goal because we are buying companies
with good prospects and low valuations, and eventually the market tends to
recognize this.

                                       5
<PAGE>
      From this perspective, the first quarter, while still not a lot of fun,
should not be that surprising. We have experienced bumps in the road before and
it is inevitable that we will again. So what in particular caused Hickory's
price to decline this time? The good news is that I believe only a small
fraction of the decline in the quarter was caused by changes in the fundamentals
of our companies. The one stock I would highlight that did have fundamental
issues is Loral, which suffered from a slower than expected rollout of
Globalstar. This news, while not good, has hurt Hickory less than it might first
appear. However, because this was our largest position at the beginning of the
year, a discussion is warranted.

      I bought Loral last fall because I felt that market concerns about
Globalstar, a global satellite telephone service controlled and partially owned
by Loral, were masking significant value in Loral's other businesses. I felt
Loral was worth more than its stock price even if Globalstar turned out to be
worthless. By early this year three things had changed. First, Loral's stock
price had gone up from our average purchase price of about $17 per share to the
low $20s. Second, more evidence was coming out that the Globalstar rollout was
proceeding slowly. Finally, and probably most importantly, it was becoming clear
to me that Loral's management was prepared to do whatever it took to make
Globalstar a successful service, even if this meant spending money in a way that
risked the value of Loral's other businesses. For this reason I did something I
rarely do--I changed my mind significantly on the value of a company less than
six months after I first bought its stock. My new value, while still well above
Loral's price, was enough lower, and contained enough risk, that I decided to
reduce our Loral holdings. Altogether I sold over half of our Loral shares at an
average price of about $19 per share. The good news is we made money on what we
did sell. The bad news, since Loral ended the quarter at just over $10 per
share, is that I didn't sell our entire position. This has not been my finest
hour, but I am not yet ready to admit defeat. I still believe Loral's other
businesses are worth more than enough to justify the risk of loss. All in, I
estimate Loral helped Hickory's performance by about 2 percentage points during
the fourth quarter of 1999, and cost us about 3 percentage points of performance
in the first quarter of 2000.

      If the decline did not generally result from changes in company
fundamentals, what did cause Hickory's decline during the quarter? I don't have
a complete explanation, but I have noticed a theme. Several of Hickory's stocks
that fell by 20% or more seem to have similar characteristics. American Classic
Voyages, Harrah's Entertainment, Valassis Communications, and Premier Parks are
all examples. Together, these four stocks make up 14% of Hickory. Each is a good
business with great long term potential. I consider each a growth business, but
none has the explosive growth potential that has excited technology investors
recently. In each case, I can point to an event that would give someone an
excuse to sell the stock, but in each case my conclusion is that the value of
the business was hardly affected. These events included a decision to sell new
stock, less revenue than expected from a recently opened casino, first quarter
revenues less than expected with no change to full year expectations, and
insider

                                       6
<PAGE>
selling of stock. If these were overvalued, or even fully valued, stocks, I
would have viewed news like this with alarm. But in my view each of these stocks
was significantly undervalued BEFORE they declined. At other times, events like
these might have had no market impact. But this has been a market that has shown
no patience for disappointments, no matter how minor. This is a maddening
situation if you want an immediate return, but for patient investors it suggests
wonderful opportunities.

CURRENT HOLDINGS

      A review of several of our holdings may give you a better understanding of
why I am optimistic. I'll start with our largest positions and move on to some
others that are particularly noteworthy.

    - Data Transmission (6.6% of Hickory) was the star of the portfolio in the
      first quarter (up 65%) and is now our largest holding. However, by the
      time you read this, the company's sale for $29 per share should have been
      completed.
    - Labor Ready (6.2% of Hickory) is a temporary help agency for manual day
      laborers. The economics of their business are excellent and the stock is
      depressed because of some missteps last year. The company has no national
      competition in their niche and lots of growth potential. At less than ten
      times next year's earnings, the stock seems quite undervalued.
    - Orbital Sciences (6.1% of Hickory) is a satellite company that
      manufactures and launches satellites and is developing several promising
      service businesses. Orbital focuses on niche markets, particularly small
      satellites, and is a low cost producer. The stock has been depressed by
      two primary issues: slower than expected progress in one of their new
      service businesses and accounting issues that stem from disagreements
      between the company's old and new auditors. Like Loral, I believe the
      value of the existing businesses is much greater than the current stock
      price. The potential of the service businesses makes the picture even more
      interesting. Unlike Loral, I do not believe issues with the service
      businesses can threaten the value of the rest of Orbital.
    - Countrywide Credit (5.9% of Hickory) is the largest independent mortgage
      company in the country, trades at less than 1.2 times book value and less
      than nine times this year's depressed earnings (rising interest rates hurt
      Countrywide's business temporarily because mortgage originations slow).
      This is an excellent company with first class management and a long
      history of growth in market share and value. The stock is depressed
      because the market is worried about rising interest rates. By the way, the
      stock was up slightly in the quarter despite this concern.

                                       7
<PAGE>
    - The PMI Group (5.9% of Hickory) is a well run private mortgage insurance
      company trading at less than nine times this year's earnings and for less
      than liquidation value. The stock is cheap at least partially because this
      is a financial company, a category the market views as being hurt by
      rising interest rates. In reality, slowly rising rates are good for PMI.
      Earnings grew by over 20% last year and are expected to grow at a similar
      rate this year.
    - Consolidated Stores (4.6% of Hickory) is doing quite well in its main
      business of close-out retailing. However, the stock is being punished for
      the company's exposure to toy retailing. The stock trades for less than
      book value and about 13 times earnings, which are depressed by the
      company's investment in an Internet venture. The all time high for the
      stock is over four times the current stock price.
    - Mail-Well (4.2% of Hickory) is a successful printing company that is well
      managed and has demonstrated a strong track record of earnings growth. The
      stock has been cheap because it has a history of making acquisitions. Even
      though this activity has been quite successful for Mail-Well, some view it
      skeptically because many acquirers have done poorly. The stock became even
      cheaper this year after Mail-Well announced a particularly large
      acquisition that has required Mail-Well to take on more debt, at least
      temporarily. I believe the market has grossly overreacted. Mail-Well has
      the ability and management commitment to quickly reduce its debt load.
      Earnings have been growing by at least 20 percent per year, and I believe
      this can continue in the future. The stock trades for about 6 times this
      year's earnings.
    - Small specialty finance companies and mortgage REITs including Imperial
      Credit, Novastar, Dynex, Redwood Trust, New Century, and United Panam
      together account for about 6 percent of Hickory's assets. These stocks
      hurt our performance in 1998 as the companies were harmed by the liquidity
      crisis that fall. Since then, the companies have struggled to get
      operations back to normal, and as a group they have made considerable
      progress. Nevertheless, the stocks have not yet recovered. In hindsight, I
      underestimated both the liquidity risks these companies faced and the time
      it would take to recover. Measured from our original cost, these stocks as
      a group will probably never be profitable investments. However, I continue
      to believe that these companies are worth considerably more than CURRENT
      stock prices. Imperial Credit, for example, trades for less than book
      value and less than 5 times this year's expected earnings.

                                       8
<PAGE>
      I have gone into more detail than usual about our holdings so that you
could get a sense of both my thinking and my optimism. I am indeed quite
optimistic about the long-term potential of our holdings. Not everything we own
will work out as I would expect, but this has always been the case. I see no
evidence that the approach of buying growing value, priced at a discount, cannot
continue to be successful in the years to come.

      Thank you for your continued support.

                                                       Sincerely,

                                                       /s/ Richard F. Lawson

                                                       Richard F. Lawson
                                                       Portfolio Manager

                                       9
<PAGE>
                    WEITZ SERIES FUND, INC. -- HICKORY FUND
                     SCHEDULE OF INVESTMENTS IN SECURITIES
                                 MARCH 31, 2000

<TABLE>
<CAPTION>
  SHARES
 OR UNITS                                                                       COST           VALUE
- -----------                                                                 ------------    ------------
<C>           <S>                                                           <C>             <C>
              COMMON STOCKS -- 96.0%
              AUTO SERVICES -- 2.9%
  1,130,700   Insurance Auto Auctions, Inc.*                                $ 14,746,444    $ 19,080,563
                                                                            ------------    ------------

              CABLE TELEVISION -- 2.8%
    379,983   Adelphia Communications Corp. CL A*                              6,992,174      18,619,167
                                                                            ------------    ------------

              CONSUMER PRODUCTS AND SERVICES -- 7.5%
  1,363,200   American Classic Voyages Co.*                                   19,227,302      34,335,600
    702,200   Premier Parks, Inc.*                                            20,638,802      14,746,200
                                                                            ------------    ------------
                                                                              39,866,104      49,081,800
                                                                            ------------    ------------
              DIVERSIFIED INDUSTRIES -- 0.2%
     54,700   Lynch Corp.*                                                     1,953,299       1,586,300
                                                                            ------------    ------------

              FINANCIAL GUARANTEE INSURANCE -- 5.9%
    810,000   The PMI Group, Inc.                                             23,132,333      38,424,375
                                                                            ------------    ------------

              FINANCIAL SERVICES -- 15.1%
  1,223,200   AmeriCredit Corp.*                                              15,677,301      19,953,450
        350   Berkshire Hathaway, Inc. CL A*                                  25,528,400      20,020,000
    735,000   Capital One Financial Corp.                                     23,009,841      35,234,062
  4,983,600   Imperial Credit Industries, Inc.*                               76,714,986      22,426,200
  1,031,000   United Panam Financial Corp.*                                    9,635,169       1,353,187
                                                                            ------------    ------------
                                                                             150,565,697      98,986,899
                                                                            ------------    ------------
              HEALTH CARE -- 3.2%
    732,500   Lincare Holdings Inc.*                                          18,775,793      20,784,688
                                                                            ------------    ------------

              INFORMATION SERVICES -- 6.6%
  1,515,200   Data Transmission Network Corp.*                                41,101,334      43,088,500
                                                                            ------------    ------------

              LODGING AND GAMING -- 3.0%
  1,063,500   Harrah's Entertainment, Inc.*                                   15,692,726      19,741,219
                                                                            ------------    ------------
</TABLE>

  The accompanying notes form an integral part of these financial statements.

                                       10
<PAGE>
                    WEITZ SERIES FUND, INC. -- HICKORY FUND
                SCHEDULE OF INVESTMENTS IN SECURITIES, CONTINUED

<TABLE>
<CAPTION>
  SHARES
 OR UNITS                                                                       COST           VALUE
- -----------                                                                 ------------    ------------
<C>           <S>                                                           <C>             <C>
              MEDIA AND ENTERTAINMENT -- 3.6%
    718,050   Valassis Communications, Inc.*                                $ 15,787,236    $ 23,920,041
                                                                            ------------    ------------

              METAL PROCESSING AND FABRICATION -- 1.6%
    590,200   Quanex Corp.                                                    11,210,865      10,623,600
                                                                            ------------    ------------

              MORTGAGE BANKING -- 7.1%
    203,500   New Century Financial Corp.*                                     1,828,465       2,022,281
  1,417,400   Countrywide Credit Industries, Inc.                             42,680,703      38,624,150
  1,492,500   Resource Bancshares Mtg. Grp., Inc.                             22,846,412       5,876,719
                                                                            ------------    ------------
                                                                              67,355,580      46,523,150
                                                                            ------------    ------------
              PRINTING SERVICES -- 4.2%
  3,190,700   Mail-Well, Inc.*                                                39,988,987      27,719,206
                                                                            ------------    ------------

              REAL ESTATE INVESTMENT TRUSTS -- 3.7%
    968,113   Dynex Capital, Inc.*                                            18,821,190       5,445,636
    879,332   Fortress Investment Corp.                                       15,736,499      11,761,065
     21,807   Healthcare Financial Partners Units**                            2,175,248       2,180,700
    520,000   NovaStar Financial, Inc.*                                        9,356,282       1,820,000
    220,000   Redwood Trust, Inc.                                              4,964,257       3,258,750
                                                                            ------------    ------------
                                                                              51,053,476      24,466,151
                                                                            ------------    ------------
              RESTAURANTS -- 0.6%
    138,800   Applebee's International                                         2,794,788       3,903,750
                                                                            ------------    ------------

              RETAIL DISCOUNT -- 4.6%
  2,626,400   Consolidated Stores Corp.*                                      44,308,869      29,875,300
                                                                            ------------    ------------

              SATELLITE SERVICES -- 7.9%
  1,162,800   Loral Space & Communications, Ltd.*                             18,248,130      11,846,025
  2,676,500   Orbital Sciences Corp.*                                         46,888,739      40,147,500
                                                                            ------------    ------------
                                                                              65,136,869      51,993,525
                                                                            ------------    ------------
</TABLE>

  The accompanying notes form an integral part of these financial statements.

                                       11
<PAGE>
                    WEITZ SERIES FUND, INC. -- HICKORY FUND
                SCHEDULE OF INVESTMENTS IN SECURITIES, CONTINUED

<TABLE>
<CAPTION>
  SHARES
 OR UNITS                                                                       COST           VALUE
- -----------                                                                 ------------    ------------
<C>           <S>                                                           <C>             <C>
              TELECOMMUNICATIONS SERVICES -- 9.3%
    889,732   Centennial Communications Corp.*                              $  3,564,071    $ 21,631,609
     51,200   Lynch Interactive Corp.                                          2,758,248       6,656,000
    293,900   Telephone and Data Systems, Inc.                                10,774,323      32,622,900
                                                                            ------------    ------------
                                                                              17,096,642      60,910,509
                                                                            ------------    ------------
              TEMPORARY EMPLOYMENT SERVICES -- 6.2%
  4,096,500   Labor Ready, Inc.*                                              47,243,617      40,452,937
                                                                            ------------    ------------
                    Total Common Stocks                                      674,802,833     629,781,680
                                                                            ------------    ------------

              WARRANTS -- 0.0%
    260,000   NovaStar Financial, Inc., Expiring 2/03/01*                      1,688,775             260
                                                                            ------------    ------------

              CONVERTIBLE PREFERRED STOCKS -- 0.8%
    871,429   NovaStar Financial, Inc. 7% Pfd. Class B Cumulative*             5,772,636       4,949,717
                                                                            ------------    ------------

<CAPTION>
   FACE
  AMOUNT
- -----------
              SHORT-TERM SECURITIES -- 2.9%
<C>           <S>                                                           <C>             <C>
$19,348,196   Wells Fargo Government Money Market Fund                        19,348,196      19,348,196
                                                                            ------------    ------------
                    Total Investments in Securities                         $701,612,440     654,079,853
                                                                            ============
              Other Assets Less Liabilities -- 0.3%                                            2,118,273
                                                                                            ------------
                    Total Net Assets -- 100%                                                $656,198,126
                                                                                            ============
                    Net Asset Value Per Share                                               $      34.32
                                                                                            ============
</TABLE>

*Non-income producing
**Each unit, which is restricted as to sale, consists of five shares of common
stock and one stock purchase warrant. The company distributed an additional
warrant per unit to unitholders during 1998. The warrants currently have no
value or cost assigned to them.

  The accompanying notes form an integral part of these financial statements.

                                       12
<PAGE>
                    WEITZ SERIES FUND, INC. -- HICKORY FUND
                      STATEMENT OF ASSETS AND LIABILITIES
                                 MARCH 31, 2000

<TABLE>
<S>                                                           <C>
Assets:
    Investment in securities at value (cost $701,612,440)     $654,079,853
    Accrued interest and dividends receivable                      199,498
    Receivable for securities sold                               2,734,263
                                                              ------------
          Total assets                                         657,013,614
                                                              ------------

Liabilities:
    Due to adviser                                                 629,269
    Other expenses                                                 186,219
                                                              ------------
          Total liabilities                                        815,488
                                                              ------------

Net assets applicable to outstanding capital stock            $656,198,126
                                                              ============

Net assets represented by:
    Paid-in capital (note 4)                                   609,177,688
    Accumulated undistributed net investment loss               (3,397,059)
    Accumulated undistributed net realized gains                97,950,084
    Net unrealized depreciation of investments (note 5)        (47,532,587)
                                                              ------------

          Total representing net assets applicable to shares
           outstanding                                        $656,198,126
                                                              ============

Net asset value per share of outstanding capital stock
 (19,118,207 shares outstanding)                              $      34.32
                                                              ============
</TABLE>

  The accompanying notes form an integral part of these financial statements.

                                       13
<PAGE>
                    WEITZ SERIES FUND, INC. -- HICKORY FUND
                            STATEMENT OF OPERATIONS
                           YEAR ENDED MARCH 31, 2000

<TABLE>
<S>                                                           <C>
Investment income:
    Dividends                                                 $  3,799,083
    Interest                                                     2,387,153
                                                              ------------
          Total investment income                                6,186,236
                                                              ------------

Expenses:
    Investment advisory fee                                      7,791,030
    Administrative fee                                           1,185,863
    Directors fees                                                   8,792
    Other expenses                                                 592,208
                                                              ------------
          Total expenses                                         9,577,893
                                                              ------------

          Net investment loss                                   (3,391,657)
                                                              ------------

Realized and unrealized gain on investments:
    Net realized gain on investments                           142,951,526
    Net unrealized depreciation of investments                 (92,979,065)
                                                              ------------
          Net realized and unrealized gain on investments       49,972,461
                                                              ------------
          Net increase in net assets resulting from
           operations                                         $ 46,580,804
                                                              ============
</TABLE>

  The accompanying notes form an integral part of these financial statements.

                                       14
<PAGE>
                    WEITZ SERIES FUND, INC. -- HICKORY FUND
                      STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                   YEAR ENDED MARCH 31,
                                                                   2000            1999
                                                              --------------   -------------
<S>                                                           <C>              <C>
Increase in net assets:
    From operations:
        Net investment income (loss)                          $  (3,391,657)   $   1,902,090
        Net realized gain                                       142,951,526       10,684,350
        Net unrealized appreciation (depreciation)              (92,979,065)      32,799,309
                                                              -------------    -------------

            Net increase in net assets resulting from
             operations                                          46,580,804       45,385,749
                                                              -------------    -------------

    Distributions to shareholders from:
        Net investment income                                      (233,034)      (1,674,459)
        Net realized gains                                      (55,685,792)      (1,159,994)
                                                              -------------    -------------

            Total distributions                                 (55,918,826)      (2,834,453)
                                                              -------------    -------------

    Capital share transactions:
        Proceeds from sales                                     288,282,154      744,508,477
        Payments for redemptions                               (309,078,282)    (195,010,810)
        Reinvestment of distributions                            47,569,699        2,385,501
                                                              -------------    -------------

            Total increase from capital share transactions       26,773,571      551,883,168
                                                              -------------    -------------

            Total increase in net assets                         17,435,549      594,434,464
                                                              -------------    -------------

Net assets:
    Beginning of period                                         638,762,577       44,328,113
                                                              -------------    -------------

    End of period (including undistributed investment income
     (loss) of ($3,397,059) and $227,631, respectively)       $ 656,198,126    $ 638,762,577
                                                              =============    =============
</TABLE>

  The accompanying notes form an integral part of these financial statements.

                                       15
<PAGE>
                    WEITZ SERIES FUND, INC. -- HICKORY FUND
                              FINANCIAL HIGHLIGHTS

The following information provides selected data for a share of the Hickory Fund
outstanding throughout the periods indicated.

<TABLE>
<CAPTION>
                                                                  YEAR ENDED MARCH 31,
                                                  ----------------------------------------------------
                                                    2000       1999       1998       1997      1996++
                                                  --------   --------   --------   --------   --------
<S>                                               <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD              $  33.94   $  29.41   $  18.90   $  15.56   $  11.26
                                                  --------   --------   --------   --------   --------

INCOME (LOSS) FROM INVESTMENT OPERATIONS:
  Net investment income (loss)                       (0.18)      0.11      (0.01)      0.05         --
  Net gains on securities
   (realized and unrealized)                          3.12       4.96      12.50       4.33       4.50
                                                  --------   --------   --------   --------   --------
  Total from investment operations                    2.94       5.07      12.49       4.38       4.50
                                                  --------   --------   --------   --------   --------

LESS DISTRIBUTIONS:
  Dividends from net investment income               (0.01)     (0.10)     (0.07)        --      (0.14)
  Distributions from realized gains                  (2.55)     (0.44)     (1.91)     (1.04)     (0.06)
                                                  --------   --------   --------   --------   --------
  Total distributions                                (2.56)     (0.54)     (1.98)     (1.04)     (0.20)
                                                  --------   --------   --------   --------   --------

NET ASSET VALUE, END OF PERIOD                    $  34.32   $  33.94   $  29.41   $  18.90   $  15.56
                                                  ========   ========   ========   ========   ========

TOTAL RETURN                                          8.0%      17.4%      71.8%      28.2%      40.6%

RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period ($000)                $656,198   $638,763    $44,328    $12,221     $6,658

  Ratio of net expenses to average net assets        1.23%      1.30%      1.46%      1.50%+     1.50%+

  Ratio of net investment income (loss) to
   average net assets                               (0.44%)     0.48%     (0.13%)     0.33%      0.02%

  Portfolio turnover rate                              46%        40%        29%        28%        28%
</TABLE>

+Absent voluntary waivers, the expense ratio would have been 1.56% for the year
ended March 31, 1997, and 1.61% for the year ended March 31, 1996.
++Calculated using average daily shares.

  The accompanying notes form an integral part of these financial statements.

                                       16
<PAGE>
                         NOTES TO FINANCIAL STATEMENTS

                                       17
<PAGE>
                    WEITZ SERIES FUND, INC. -- HICKORY FUND
                         NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2000

(1) ORGANIZATION

    Weitz Series Fund, Inc. (the "Company") is registered under the Investment
    Company Act of 1940 as an open-end management investment company issuing
    shares in series, each series representing a distinct portfolio with its own
    investment objectives and policies. At March 31, 2000, the Company had four
    series: the Hickory Fund, the Value Fund, the Fixed Income Fund, and the
    Government Money Market Fund. The accompanying financial statements present
    the financial position and results of operations of the Hickory Fund (the
    "Fund").

    The Fund's investment objective is capital appreciation. The Fund invests
    principally in common stocks, preferred stocks and a variety of securities
    convertible into equity such as rights, warrants, preferred stocks and
    convertible bonds.

(2) SIGNIFICANT ACCOUNTING POLICIES

    The following significant accounting policies are in accordance with
    accounting policies generally accepted in the investment company industry.

   (a) VALUATION OF INVESTMENTS

       Investments are carried at value determined using the following valuation
       methods:

          -   Securities traded on a national or regional securities exchange
              and over-the-counter securities traded on the NASDAQ national
              market are valued at the last sales price; if there were no sales
              on that day, securities are valued at the mean between the latest
              available and representative bid and ask prices.

          -   Securities not listed on an exchange are valued at the mean
              between the latest available and representative bid and ask
              prices.

          -   The value of certain debt securities for which market quotations
              are not readily available may be based upon current market prices
              of securities, which are comparable in coupon, rating and maturity
              or an appropriate matrix utilizing similar factors.

          -   The value of securities, for which market quotations are not
              readily available, including restricted and not readily marketable
              securities, is determined in good faith under the supervision of
              the Company's Board of Directors.

                                       18
<PAGE>
       When the Fund writes a call option, an amount equal to the premium
       received by the Fund is included in the Fund's statement of assets and
       liabilities as a liability. The amount of the liability is subsequently
       marked-to-market to reflect the current market value of the option
       written. The current market value of a traded option is the last sales
       price on the principal exchange on which such option is traded, or, in
       the absence of such sale, the latest ask quotation. When an option
       expires on its stipulated expiration date or the Fund enters into a
       closing purchase transaction, the Fund realizes a gain (or loss if the
       cost of a closing purchase transaction exceeds the premium received when
       the option was sold) without regard to any unrealized gain or loss on the
       underlying security, and the liability related to such option is
       extinguished. When a call option is exercised, the Fund realizes a gain
       or loss from the sale of the underlying security and the proceeds from
       such sale are increased by the premium originally received. Although no
       call options were written in the year ended March 31, 2000, such options
       are authorized.

       The risk in writing a call option is that the Fund gives up the
       opportunity of profit if the market price of the security increases. The
       Fund also has the additional risk of not being able to enter into a
       closing transaction if a liquid secondary market does not exist.

   (b) FEDERAL INCOME TAXES

       Since the Fund's policy is to comply with all sections of the Internal
       Revenue Code applicable to regulated investment companies and to
       distribute all of its taxable income to shareholders, no provision for
       income or excise taxes is required.

       Net investment income and net realized gains may differ for financial
       statement and tax purposes. The character of distributions made during
       the year from net investment income or net realized gains may differ from
       their ultimate characterization for Federal income tax purposes. Also,
       due to the timing of dividend distributions, the fiscal year in which
       amounts are distributed may differ from the year that the income or
       realized gains were recorded by the Fund.

   (c) SECURITY TRANSACTIONS AND DISTRIBUTIONS TO SHAREHOLDERS

       Security transactions are accounted for on the date securities are
       purchased or sold (trade date). Income dividends are recorded on the
       ex-dividend date. Interest, including amortization of discount and
       premium, is accrued as earned. Distributions to shareholders are recorded
       on the ex-dividend date.

       Realized gains or losses are determined by specifically identifying the
       security sold.

   (d) USE OF ESTIMATES

       The preparation of financial statements in conformity with generally
       accepted accounting principles requires management to make estimates and
       assumptions that affect the reported amounts of assets and liabilities
       and disclosure of contingent assets and liabilities

                                       19
<PAGE>
       at the date of the financial statements and the reported amounts of
       increase and decrease in net assets from operations during the period.
       Actual results could differ from those estimates.

(3) RELATED PARTY TRANSACTIONS

    The Company and Fund have retained Wallace R. Weitz & Company (the
    "Adviser") as their investment adviser. In addition, the Company has an
    agreement with Weitz Securities, Inc. to act as distributor for the Fund's
    shares. Certain officers and directors of the Company are also officers and
    directors of the Adviser and Weitz Securities, Inc.

    Under the terms of a management and investment advisory agreement, the
    Adviser receives a management fee equal to 1% per annum of the Fund's
    average daily net asset value. The Adviser has agreed to reimburse the Fund
    up to the amount of advisory fees paid to the extent that total expenses
    exceed 1.50% of the Fund's average net asset value.

    Under the terms of an administration agreement, certain services are being
    provided including the transfer of shares, disbursement of dividends, fund
    accounting and related administrative services of the Company for which the
    Adviser is being paid a monthly fee. During the year ended March 31, 2000,
    the fee was calculated at an average annual rate of .15% of the Fund's
    average daily net assets.

    Weitz Securities, Inc., as distributor, received no compensation for the
    distribution of Fund shares.

(4) CAPITAL STOCK

    The Company is authorized to issue a total of five billion shares of common
    stock in series with a par value of $.001 per share. Seventy-five million of
    these shares have been authorized by the Board of Directors to be issued in
    the series designated Hickory Fund. The Board of Directors may authorize
    additional shares in other series of the Company's shares without
    shareholder approval. Each share of stock will have a pro rata interest in
    the assets of the series to which the stock of that series relates and will
    have no interest in the assets of any other series.

    Transactions in the capital stock of the Fund are summarized as follows:

<TABLE>
<CAPTION>
                                                                 YEAR ENDED MARCH 31,
                                                                 2000            1999
                                                              ----------      ----------
<S>                                                           <C>             <C>
Transactions in shares:
  Shares issued.............................................   7,823,497      23,933,433
  Shares redeemed...........................................  (8,768,262)     (6,698,624)
  Reinvested dividends......................................   1,243,542          77,585
                                                              ----------      ----------
    Net increase............................................     298,777      17,312,394
                                                              ==========      ==========
</TABLE>

                                       20
<PAGE>
(5) SECURITIES TRANSACTIONS

    Purchases and proceeds from maturities or sales of investment securities of
    the Fund, other than short-term securities, aggregated $366,491,060 and
    $334,778,889, respectively. The cost of investments for Federal income tax
    purposes is $701,914,473. At March 31, 2000, the aggregate gross unrealized
    appreciation and depreciation, based on cost for Federal income tax
    purposes, were $124,161,277 and $171,995,897, respectively.

(6) AFFILIATED ISSUERS

    Affiliated issuers, as defined under the Investment Company Act of 1940, are
    those in which the Fund's holdings of an issuer represent 5% or more of the
    outstanding voting securities of the issuer. A summary of the Fund's
    holdings in the securities of such issuers is set forth below:

<TABLE>
<CAPTION>
                                                NUMBER OF
                                               SHARES HELD          VALUE        DIVIDEND     REALIZED
NAME OF ISSUER                               MARCH 31, 2000    MARCH 31, 2000     INCOME    GAINS/LOSSES
- -------------------------------------------  ---------------   ---------------   --------   ------------
<S>                                          <C>               <C>               <C>        <C>

American Classic Voyages Co................     1,363,200       $ 34,335,600     $     --   $ 2,421,098
Data Transmission Network Corp.............     1,515,200         43,088,500           --            --
Dynex Capital, Inc.........................       968,113          5,445,636           --            --
Imperial Credit Industries, Inc............     4,983,600         22,426,200           --            --
Insurance Auto Auctions, Inc...............     1,130,700         19,080,563           --       497,656
Labor Ready, Inc...........................     4,096,500         40,452,937           --            --
Mail-Well, Inc.............................     3,190,700         27,719,206           --            --
NovaStar Financial, Inc....................       520,000          1,820,000           --            --
NovaStar Financial, Inc., Warrants
 Expiring 2/03/01..........................       260,000                260           --            --
NovaStar Financial, Inc. 7% Pfd.
 Class B Cumulative........................       871,429          4,949,717           --            --
Orbital Sciences Corp......................     2,676,500         40,147,500           --    (2,039,714)
Resource Bancshares Mtg. Grp., Inc.........     1,492,500          5,876,719      656,700            --
United Panam Financial Corp................     1,031,000          1,353,187           --    (1,220,329)
                                                                ------------     --------   -----------
Totals.....................................                     $246,696,025     $656,700   $  (341,289)
                                                                ============     ========   ===========
</TABLE>

                                       21
<PAGE>
(7) LINE OF CREDIT

    A $40,000,000 unsecured line of credit has been made available to the
    Hickory and Value Funds of the Weitz Series Fund, Inc. and to the Partners
    Value Fund of the Weitz Partners, Inc. (collectively, the "Funds").
    Borrowings under this arrangement bear interest, at the option of the Funds,
    at either (i) the prime rate of interest as announced by the lending bank
    (but not less than the Federal Funds Base Rate plus 0.50%) or (ii) the
    Federal Funds Base Rate plus 0.75%. The line of credit is available until
    December 14, 2000 when all outstanding advances are to be repaid. As
    compensation for holding available the lending commitment, the Funds will
    pay a 0.15% per annum fee of the maximum commitment payable in arrears on
    the last day of each quarter. The fee will initially be paid by the Hickory
    Fund until such time as the Value Fund and/or the Partners Value Fund have a
    need to access the line of credit at which time the allocation methodology
    will be re-evaluated.

                                       22
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders
Weitz Series Fund, Inc. - Hickory Fund:

In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments in securities, 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 Weitz
Series Fund, Inc. - Hickory Fund (the "Fund") at March 31, 2000, and the results
of its operations, the changes in its net assets and the financial highlights
for the year then ended, in conformity with accounting principles generally
accepted in the United States. These financial statements and financial
highlights (hereafter referred to as "financial statements") are the
responsibility of the Fund's management; our responsibility is to express an
opinion on these financial statements based on our audit. We conducted our audit
of these financial statements in accordance with auditing standards generally
accepted in the United States, which require that we plan and perform the audit
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
audit, which included confirmation of securities at March 31, 2000, by
correspondence with the custodian, provides a reasonable basis for the opinion
expressed above. The financial statements for the year ended March 31, 1999,
including the financial highlights for each of the four years in the period then
ended, were audited by other independent accountants whose reports dated
April 15, 1999, and April 17, 1996, expressed an unqualified opinion on those
financial statements.

PricewaterhouseCoopers LLP
New York, New York
April 20, 2000

                                       23
<PAGE>
                    WEITZ SERIES FUND, INC. -- HICKORY FUND
                            SHAREHOLDER INFORMATION

ANNUAL SHAREHOLDER INFORMATION MEETING Please plan to join us on Wednesday,
May 24, at 4:30 at the Omaha Marriott in the Regency area of West Omaha. This
meeting is a good opportunity to meet your fellow shareholders and the client
service people you have talked to on the phone. There will be no official
business meeting, but Wally, Rick and Tom will take shareholder questions until
about 5:45.

This year we are going to experiment with taking questions IN WRITING before and
during the meeting to try to combine questions on similar topics and to try to
make sure we get to everyone's questions, including those of the shy
shareholders. Please send a note by mail or an e-mail to
[email protected] if you would like to toss a question into the mix.

WEB SITE ACCESS TO ACCOUNT INFORMATION Our web site's address is
www.weitzfunds.com, and it contains daily prices, performance information, and
virtually all of our printed material, including previous quarters' shareholder
letters and a transcript of a recent conference call that Rick and Wally held
with a group of investment advisors. Now, thanks to our webmaster Patty Weist's
hard work and help from our DST friends in Kansas City, shareholders can check
balances and transaction histories on our web site. The first time you do this,
you should (1) click on the "Account Access" button and follow instructions for
creating a personal identification number (PIN). (2) Read the legal disclaimer
and CHECK THE BOX at the bottom of the disclaimer. (3) Access your account(s).

AUTOMATED PHONE ACCOUNT ACCESS You may also check your account balances and
recent transactions by calling (800) 773-6472 and wending your way through the
(dreaded) phone tree. Instructions for using this line are shown on the back of
your account statements and on the web site.

                                       24


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