PAPP L ROY STOCK FUND INC
N-30D, 1996-08-01
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<PAGE>
 
[ARTWORK]
 
                       THE L. ROY PAPP STOCK FUND, INC.
                                A No-Load Fund






                              SEMI-ANNUAL REPORT
                                 JUNE 30, 1996






                                                        Managed by:
                                                        L. Roy Papp & Associates
                                                        4400 North 32/nd/ Street
                                                        Suite 280
                                                        Phoenix, AZ  85018
                                                        (602)956-1115 Local
                                                        (800)421-4004
          
<PAGE>
  
                        The L. Roy Papp Stock Fund, Inc.


Dear Fellow Shareholder:

Our Fund produced good results for the first half of 1996. During the six months
ended June 30, we were up 11.1%. Since inception in November, 1989 the Fund was
up 138.8%.

In my "Views From Camelback Mountain" letter dated June 25, 1996 I wrote that,
while we are comfortable with our economy, we believe that some of the smaller,
more speculative companies, particularly the IPO's (Initial Public Offerings),
were vulnerable to a decline which could cause some nervousness in the broad
markets.

Such a correction has been underway for the past two weeks. While the more
speculative sectors of the Stock Market have experienced the most severe losses,
many good quality growth stocks have also suffered. We are not interested in
short-term market volatility. We are very interested in whether our companies
are performing as we expect. With only a few exceptions, our companies have been
reporting second quarter earnings exceeding analyst estimates.

Interestingly, the current correction began when the government reported that
employment has reached record highs and that the real wages of American workers
were again rising after years of stagnation. These data do not indicate that a
recession is around the corner. To the contrary, they indicate the economy is
healthy, a condition we believe will continue for the next few years.

Under these conditions, our country will prosper and overall corporate earnings
will continue to grow as will stock prices. This is especially true of the
companies owned by our Fund which benefit from a healthy U.S. economy.


                                    Best regards,



                                    L. Roy Papp, Chairman
                                    July 15, 1996

2
<PAGE>
  
                        THE L. ROY PAPP STOCK FUND, INC.
                       SCHEDULE OF PORTFOLIO INVESTMENTS
                                 JUNE 30, 1996
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                                         Number      Market
                          Common Stocks                                of Shares     Value
- -----------------------------------------------------------------      ---------   ----------
<S>                                                                    <C>         <C>
 
DISTRIBUTORS (12.9%)
  Arrow Electronics, Inc.*
    (Distributor of electronic components and computer products)        12,700     $  547,688
  Marshall Industries, Inc.*
    (Distributor of industrial electronic components)                  109,000      3,052,000
  Sigma-Aldrich Corp.
    (Develops, manufactures, and distributes specialty chemicals)       19,500      1,043,250
  W.W. Grainger
    (Distributor and manufacturer of electric equipment)                21,200      1,643,000
                                                                                   ----------
                                                                                    6,285,938
                                                                                   ----------
ETHICAL DRUGS (12.1%)
  American Home Products Corporation
    (Ethical and proprietary drugs)                                     22,000      1,322,750
  Merck & Company
    (Ethical drugs and specialty chemicals)                             47,500      3,069,688
  Mylan Laboratories, Inc.
    (Manufacturer of prescription generic drugs)                        87,150      1,503,338
                                                                                   ----------
                                                                                    5,895,776
                                                                                   ----------
CONSUMER SERVICES (11.2%)
  G&K Services Class A
    (Uniform rental service)                                            59,000      1,681,500
  Service Corporation International
    (Funeral service; cemetery owner/operator)                          65,500      3,766,250
                                                                                   ----------
                                                                                    5,447,750
                                                                                   ----------
COMPUTERS AND SOFTWARE (9.4%)
  Hewlett-Packard Company
    (Manufacturer of printers, computers and medical
      electronic equipment)                                             12,000      1,195,500
  Intel Corporation
    (Manufacturer of microprocessors, microcontrollers,
      and memory chips)                                                 20,000      1,468,750
  Microsoft Corporation*
    (Personal computer software)                                        16,000      1,922,000
                                                                                   ----------
                                                                                    4,586,250
                                                                                   ----------
FINANCIAL SERVICES (8.7%)
  Northern Trust Corporation
    (Bank specializing in trust services)                               25,000      1,443,750
  State Street Boston Corporation
    (Provider of securities custodial services)                         54,600      2,784,600
                                                                                   ----------
                                                                                    4,228,350
                                                                                   ----------
INDUSTRIAL SERVICES (7.9%)
  Interpublic Group of Companies, Inc.
    (Worldwide advertising agencies)                                    60,000      2,812,500
  Manpower, Inc.
    (Provider of nongovernment employment services)                     26,000      1,020,500
                                                                                   ----------
                                                                                    3,833,000
                                                                                   ----------
RETAIL STORES (7.7%)
  Albertson's Inc.
    (Regional retail grocery chain)                                     51,800      2,143,225
  Walgreen Company
    (Retail drug store chain)                                           47,000      1,574,500
                                                                                   ----------
                                                                                    3,717,725
                                                                                   ----------
</TABLE>

*Non-income producing security.

                                                                               3

<PAGE>
  
                        THE L. ROY PAPP STOCK FUND, INC.
                       SCHEDULE OF PORTFOLIO INVESTMENTS
                                 JUNE 30, 1996
                                  (Unaudited)
<TABLE>
<CAPTION>
 
                                                                        Number       Market
                       Common Stocks (continued)                       of Shares     Value
- ----------------------------------------------------------------       ---------  ------------
<S>                                                                    <C>        <C>
TELECOMMUNICATIONS (5.9%)
  Motorola, Inc.
    (Manufacturer of electronic equipment)                              46,000    $  2,892,250
                                                                                   -----------
 
ELECTRICAL EQUIPMENT (5.5%)
  General Electric Co.
    (Diversified industrial company)                                    12,600       1,089,900
  Emerson Electric Company
    (Manufacturer of electrical and electronic products and systems)    17,500       1,581,562
                                                                                   -----------
                                                                                     2,671,462
                                                                                   -----------
CONSUMER PRODUCTS (5.4%)
  Clorox Company
    (Manufacturer of bleach and other consumer products)                14,600       1,293,925
  Procter & Gamble Company
    (Household, personal care, and food products)                       14,700       1,332,187
                                                                                   -----------
                                                                                     2,626,112
                                                                                   -----------
RESTAURANTS (3.7%)
  McDonald's Corporation
    (Fast food restaurants and franchising)                             39,000       1,823,250
                                                                                   -----------
 
MISCELLANEOUS (8.5%)
  Intermagnetics General*
    (Manufacturer of superconductive magnetic systems
      and environmentally acceptable refrigerant)                       22,500         405,000
  Mattel, Inc.
    (Toy manufacturer)                                                  83,750       2,397,343
  Verifone, Inc.*
    (Supplier of transaction automation systems)                        31,000       1,309,750
                                                                                   -----------
                                                                                     4,112,093
                                                                                   -----------
 
TOTAL COMMON STOCKS - 98.9%                                                         48,119,956
 
CASH AND OTHER ASSETS, LESS LIABILITIES - 1.1%                                         516,193
                                                                                   -----------
 
NET ASSETS - 100%                                                                  $48,636,149
                                                                                   ===========
 
NET ASSET VALUE PER SHARE
  (Based on 2,307,667 shares outstanding at June 30, 1996)                              $21.08
                                                                                   ===========
 
</TABLE>

*Non-income producing security.

4
<PAGE>
 
                        THE L. ROY PAPP STOCK FUND, INC.
                      STATEMENTS OF ASSETS AND LIABILITIES
                                 JUNE 30, 1996
                                  (UNAUDITED)


<TABLE>
<CAPTION>

                                    ASSETS
<S>                                                          <C>
 
Investment in securities at market value (identified
 cost $30,031,426 at June 30, 1996) (Note 1)                  $ 48,119,956    
Cash                                                               645,574
Dividends and interest receivable                                   53,309
                                                              ------------
             Total assets                                     $ 48,818,839     
                                                              ============
 
                                  LIABILITIES


Accrued expenses                                              $     41,146
Payable for securities purchased                                   123,095
Redemption payable                                                  18,449
                                                              ------------
             Total liabilities                                $    182,690
                                                              ============
 

                                  NET ASSETS
 

Paid-in capital applicable to 2,307,667 outstanding
 shares at June 30, 1996                                      $ 30,547,619 
Net unrealized gain on investments                              18,088,530
                                                              ------------
             Net assets                                       $ 48,636,149     
                                                              ============
 
Net Asset Value Per Share (net assets/shares
 outstanding)                                                    $   21.08     
                                                                 =========
 
</TABLE>


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

                                                                                
                                                                           5
<PAGE>
 
                        THE L. ROY PAPP STOCK FUND, INC.
                            STATEMENTS OF OPERATIONS
                     FOR THE SIX MONTHS ENDED JUNE 30, 1996
                                  (UNAUDITED)


<TABLE>
<CAPTION>

<S>                                                           <C>
INVESTMENT INCOME:
 Dividends                                                    $    267,699
 Interest                                                           13,614
                                                              ------------
          Total investment income                                  281,313
                                                              ------------
 
EXPENSES:
 Management fee (Note 3)                                           233,954
 Filing fees                                                        15,247
 Accounting                                                         13,600
 Printing and postage                                                3,593
 Legal                                                               3,201
 Transfer agent fees                                                 3,173
 Directors' attendance fees                                          3,100
 Custodial                                                           1,894
 Other fees                                                          2,982
                                                              ------------
          Total expenses                                           280,744
                                                              ------------
 
Net investment income                                                  569
                                                              ------------
 
REALIZED AND UNREALIZED GAIN
 ON INVESTMENTS:
 Proceeds from sales of securities                               5,344,718
   Cost of securities sold                                       3,906,723
                                                              ------------
   Net realized gain on investments sold                         1,437,995
                                 
 
   Net change in unrealized gain on investments                  3,520,825
                                                              ------------
 
Net realized and unrealized gain on investments                  4,958,820
                                                              ------------
 
Net increase in net assets resulting from
 operations                                                   $  4,959,389
                                                              ============
 
</TABLE>


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


6
<PAGE>
 
                        THE L. ROY PAPP STOCK FUND, INC.
                      STATEMENTS OF CHANGES IN NET ASSETS
           FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND THE YEAR ENDED
                               DECEMBER 31, 1995
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                        Six months ended         Year ended
                                                         June 30, 1996         December 31, 1995
                                                         -------------         ------------------
<S>                                                    <C>                     <C>
FROM OPERATIONS:
   Net investment income                                  $       569             $   174,379
   Net realized gain on investments sold                    1,437,995                 178,446
   Net change in unrealized gain on investments             3,520,825              11,093,392
                                                          -----------             -----------
            Increase in net assets resulting
              from operations                               4,959,389              11,446,217
                                                          -----------             -----------
DISTRIBUTIONS TO SHAREHOLDERS:
   Net investment income                                            -                (174,379)
   Net realized gain on investments sold                     (797,796)               (177,387)
                                                          -----------             -----------
            Total distribution to shareholders               (797,796)               (351,766)
                                                          -----------             -----------
FROM SHAREHOLDER TRANSACTIONS:
   Proceeds from sale of shares                             2,087,172               2,657,765
   Net asset value of shares issued to shareholders
     in reinvestment of net investment income and
     net realized gain on investments sold                    705,237                 310,260
   Payments for redemption of shares                       (2,826,396)             (6,131,692)
                                                          -----------             -----------
            Decrease in net assets resulting
              from shareholder transactions                   (33,987)             (3,163,667)
                                                          -----------             -----------
  
Total increase in net assets                                4,127,606               7,930,784
 
Net assets at beginning of the period                      44,508,543              36,577,759
                                                          -----------             -----------
Net assets at end of period                               $48,636,149             $44,508,543
                                                          ===========             ===========
 </TABLE>


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


                                                                            7
<PAGE>
 
                       THE L. ROY PAPP STOCK FUND, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                 JUNE 30, 1996
                                  (UNAUDITED)



(1) SIGNIFICANT ACCOUNTING POLICIES:

The L. Roy Papp Stock Fund, Inc. (the Fund) was incorporated on September 15,
1989, and is registered under the Investment Company Act of 1940 as an open-end
diversified management investment company.  Operations of the Fund commenced on
November 29, 1989.  The Fund invests for the long-term in good quality common
stocks.  For the most part, the companies in which the Fund invests occupy a
dominant position in their industry and are purchased at prices which, in the
opinion of the Fund's management, do not reflect their superior long-term growth
of earnings and dividends.

The policies described below are followed by the Fund in the preparation of its
financial statements in conformity with generally accepted accounting
principles.

     (a)  INVESTMENT IN SECURITIES

For purposes of computing the net asset value of a share of the Fund, securities
traded on securities exchanges, or in the over-the-counter market in which
transaction prices are reported, are valued at the last sales prices at the time
of valuation or, lacking any reported sales on that day, at the most recent bid
quotations.  Other securities traded over-the-counter are valued at the most
recent bid quotations.  Securities for which quotations are not available and
any other assets are valued at a fair value as determined in good faith by the
Board of Directors.  The price per share for a purchase order or redemption
request is the net asset value next determined after receipt of the order.

The net asset value of a share of the Fund is determined as of the close of
trading on the New York Stock Exchange, currently 4:00 p.m. New York City time,
on any day on which that Exchange is open for trading, by dividing the market
value by the number of shares outstanding, and rounding the result to the
nearest full cent.

Investment transactions are accounted for on the trade date (the date the order
to buy or sell is executed).  Dividend income is recorded on the ex-dividend
date and interest is recorded on the accrual basis.  Realized gains and losses
from investment transactions and unrealized appreciation or depreciation are
calculated on the identified cost basis.

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 at the date of the financial statements and
the reported amounts of increases and decreases in net assets from operations
during the reporting period.  Actual results could differ from those estimates.


8
<PAGE>
 
     (b)  FEDERAL INCOME TAXES

The Fund's policy is to comply with the requirements of the Internal Revenue
Code which are applicable to regulated investment companies. The Code requires
that substantially all of the Fund's taxable income, as well as any net realized
gain on sales of investments, is to be distributed to the shareholders. The Fund
has complied with this policy and, accordingly, no provision for federal income
taxes is required.

(2) DIVIDENDS AND DISTRIBUTIONS:

Dividends and capital gain distributions are reinvested in additional shares of
the Fund unless the shareholder has requested in writing to be paid by check.

On June 19, 1996, a distribution of approximately $.35 a share, aggregating
$797,796, was declared from net realized long-term capital gains earned during
1996. The distribution was paid on June 28, 1996, to shareholders of record on
June 20, 1996.

On December 21, 1995, a dividend of approximately $.029793 a share, aggregating
$68,704, was declared from net investment income earned during 1995. A
distribution was also declared from net realized long-term capital gains of
approximately $.076922 a share, aggregating $177,387. The dividend and
distribution were paid on December 29, 1995, to shareholders of record on
December 20, 1995.

On June 21, 1995, a dividend of approximately $.044 a share, aggregating
$105,675, was declared from net investment income earned during 1995. The
dividend was paid on June 30, 1995, to shareholders of record on June 20, 1995.

Dividends and distributions payable to its shareholders are recorded by the Fund
on the ex-dividend date.

(3) TRANSACTIONS WITH AFFILIATES:

The Fund has an investment advisory and management services agreement with L.
Roy Papp & Associates (Manager). The Manager receives from the Fund, as
compensation for its services, a fee accrued daily and payable monthly at an
annual rate of 1% of the Fund's net assets. The Manager will reimburse the Fund
to the extent the Fund's regular operating expenses during any of its fiscal
years exceed 1.25% of its average daily net asset value in such year. The Fund
incurred fees of $3,173 and $7,907 in 1996 and 1995, respectively, from the
Manager for its services as shareholder services and transfer agent.

                                                                               9
<PAGE>
 
The Fund's independent directors receive $800 for each meeting of the Board of
Directors attended on behalf of the Fund. Certain officers and/or directors of
the Fund are also partners of the Manager and shareholders in the Fund. The Fund
made no payments to its officers or directors, except to independent directors
as stated above.

(4) PURCHASES AND SALES OF SECURITIES:

For the six months ended June 30, 1996 and the year ended December 31, 1995,
investment transactions excluding short-term investments were as follows:

<TABLE>
<CAPTION>
 
                                             SIX MONTHS ENDED      YEAR ENDED
                                              JUNE 30, 1996    DECEMBER 31, 1995
                                              -------------    -----------------
          <S>                                 <C>              <C>
          Purchases at cost                     $ 4,197,358       $ 8,953,222
          Sales                                   5,344,718        12,294,010
</TABLE>
(5) CAPITAL SHARE TRANSACTIONS:

At June 30, 1996, there were 5,000,000 shares of $.01 par value capital stock
authorized.  Transactions in capital shares of the Fund were as follows:
<TABLE>
<CAPTION>
                                                 Proceeds             Shares
                                               ------------         ---------
     <S>                                       <C>                  <C>
     Six months ended June 30, 1996
     Shares issued                              $ 2,087,172           104,652
     Dividends and distributions reinvested         705,237            33,297
     Shares redeemed                             (2,826,396)         (138,039)
                                                -----------          --------
 
          Net decrease                          $   (33,987)              (90)
                                                ===========          ========
 
     Year ended December 31, 1995
     Shares issued                              $ 2,657,765           155,585
     Dividends and distributions reinvested         310,260            16,810
     Shares redeemed                             (6,131,692)         (364,966)
                                                -----------          --------
 
          Net decrease                          $(3,163,667)         (192,571)
                                                ===========          ========
</TABLE>
(6) UNREALIZED APPRECIATION:

Unrealized appreciation of portfolio securities for both financial statement and
federal income tax purposes is as follows:
<TABLE>
<CAPTION>
 
                                                 June 30,        December 31,
                                                   1996              1995
                                                -----------      ------------
          <S>                                   <C>              <C>
          Market value                          $48,119,956       $44,219,525
          Original cost                          30,031,426        29,651,819
                                                -----------      ------------
 
               Net unrealized appreciation      $18,088,530       $14,567,706
                                                ===========      ============
</TABLE>
As of June 30, 1996, gross unrealized gains on investments in which market value
exceeded cost totaled $18,497,696 and gross unrealized losses on investments in
which cost exceeded market value totaled $409,166.

10
<PAGE>
 
(7) SELECTED FINANCIAL HIGHLIGHTS:

The following selected per share data has been calculated using revenues and
expenses for the periods indicated, divided by the weighted average number of
shares outstanding during the periods.  The ratios are calculated using the
revenues and expenses for the periods, divided by the weighted average of the
daily net assets of the Fund.
<TABLE>
<CAPTION>

                                Six Months      
                                  Ended                                     Years Ended December 31,
                                 June 30,       ----------------------------------------------------------------------------------
                                   1996             1995          1994          1993           1992          1991         1990
                               ------------     ------------  ------------  ------------  ------------  -------------  -----------

<S>                            <C>              <C>           <C>           <C>           <C>           <C>            <C>
Net Asset Value,
 beginning of period           $     19.29      $     14.63   $     14.98   $     14.96   $     13.45    $     10.42   $    10.38
Income from Investment
 Operations:
 Net investment income                   -              .07           .13           .13           .13            .15          .16
 Net realized and
  unrealized (loss)
  gain on investments                 2.14             4.73          (.35)          .11          1.68           3.46          .09
                               -----------      -----------   -----------   -----------   -----------   ------------   ----------

Total from Investment
  Operations                          2.14             4.80          (.22)          .24          1.81           3.61          .25
Less Distributions:
 Dividend from net
  investment income                      -             (.07)         (.13)         (.13)         (.13)          (.15)        (.16)
 Distribution of net
  realized gain                       (.35)            (.07)            -          (.09)         (.17)          (.43)        (.05)
                               -----------      -----------   -----------   -----------   -----------    -----------   ----------

Total Distributions                   (.35)            (.14)         (.13)         (.22)         (.30)          (.58)        (.21)

Net Asset Value,
 end of period                 $     21.08      $     19.29   $     14.63   $     14.98   $     14.96    $     13.45   $    10.42
                               ===========      ===========   ===========   ===========   ===========    ===========   ==========

Total Return                         11.09%           32.93%       (1.46)%         1.65%        13.54%         33.79%        2.60%
                               ===========      ===========   ===========   ===========   ===========    ===========   ==========

Ratios/Supplemental
 Data:
  Net assets, end of period    $48,636,149      $44,508,543   $36,577,759   $39,522,420   $22,874,733    $13,367,176   $6,104,345
  Expenses to average
   net assets (B)                     1.20%*           1.17%         1.19%         1.25%         1.25%          1.25%        1.25%
  Net investment income
   to average net assets (C)          1.20%*           1.60%         2.08%         2.22%         2.28%          2.46%        2.82%
Portfolio turnover rate              10.45%           22.39%        20.00%        15.00%        11.00%          4.00%       28.00%

                               Period Ended
                               December 31,
                                 1989 (A)
                               ------------
<S>                            <C>
Net Asset Value,
beginning of period            $     10.00
Income from Investment
 Operations:
 Net investment income                 .02
 Net realized and
  unrealized (loss)
  gain on investments                  .38
                               -----------

Total from Investment
  Operations                           .40
Less Distributions:
 Dividend from net
  investment income                   (.02)
 Distribution of net
  realized gain                          -
                               -----------
Total Distributions                   (.02)

Net Asset Value,
 end of period                 $     10.38
                               ===========
Total Return                          3.99%

Ratios/Supplemental
 Data:
  Net assets, end of period    $ 1,322,522
  Expenses to average
   net assets (B)                     1.25%*
  Net investment income
   to average net assets (C)          2.23%*
Portfolio turnover rate               0.00%

</TABLE>

* Annualized
(A) From the date of commencement of operations (November 29, 1989).
(B) If the Fund had paid all of its expenses and there had been no reimbursement
    by the investment adviser, this ratio would have been 1.25%, 1.26%, 1.35%,
    1.92% and 1.80%  for the years ended December 31, 1993, 1992, 1991, 1990 and
    the period ended December 31, 1989, respectively.
(C) Computed giving effect to investment adviser's expense limitation
    undertaking.

<PAGE>
  
                       THE L. ROY PAPP STOCK FUND, INC.


                                   DIRECTORS
          James K. Ballinger                   L. Roy Papp
          Amy S. Clague                        Rosellen C. Papp
          Robert L. Mueller                    Bruce C. Williams
          Harry A. Papp

                                   OFFICERS
          Chairman - L. Roy Papp               President - Harry A. Papp

                                VICE PRESIDENTS
          Victoria S. Cavallero                Robert L. Mueller
          George D. Clark, Jr.                 Rosellen C. Papp
          Jeffrey N. Edwards                   Bruce C. Williams
          Robert L. Hawley

                         SECRETARY - Robert L. Mueller
                  ASSISTANT SECRETARY - Barbara D. Perleberg
                         TREASURER - Rosellen C. Papp
                      ASSISTANT TREASURER - Julie A. Hein

                              INVESTMENT ADVISER
                           L. Roy Papp & Associates
                       4400 North 32nd Street, Suite 280
                            Phoenix, Arizona  85018
                           Telephone: (602) 956-1115

                                   CUSTODIAN
                       First Interstate Bank of Arizona
                          100 West Washington Street
                            Phoenix, Arizona  85003

                    SHAREHOLDER SERVICES AND TRANSFER AGENT
                           L. Roy Papp & Associates
                       4400 North 32nd Street, Suite 280
                            Phoenix, Arizona  85018
                   Telephone: (602) 956-1115, (800) 421-4004

                        INDEPENDENT PUBLIC ACCOUNTANTS
                              Arthur Andersen LLP
                      2 North Central Avenue, Suite 1000
                            Phoenix, Arizona  85004

                                 LEGAL COUNSEL
                              Bell, Boyd & Lloyd
                            70 West Madison Street
                           Chicago, Illinois  60602


This report is submitted for the general information of the shareholders of the
Fund. The report is not authorized for distribution to prospective investors in
the Fund unless it is accompanied or preceded by a currently effective
prospectus of the Fund. No sales charge to the shareholder or to the new
investor is made in offering the shares of the Fund.



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