PIONEER GROWTH TRUST
N-30B-2, 1995-06-20
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                           PIONEER CAPITAL GROWTH FUND 
                                 60 State Street 
                           Boston, Massachusetts 02109 

   
OFFICERS 
JOHN F. COGAN, JR., Chairman and President 
DAVID D. TRIPPLE, Executive Vice President 
WARREN J. ISABELLE, Vice President 
WILLIAM H. KEOUGH, Treasurer 
JOSEPH P. BARRI, Secretary 
TRUSTEES 
JOHN F. COGAN, JR. 
RICHARD H. EGDAHL, M.D. 
MARGARET B.W. GRAHAM 
JOHN W. KENDRICK 
MARGUERITE A. PIRET 
DAVID D. TRIPPLE 
STEPHEN K. WEST 
JOHN WINTHROP 
INVESTMENT ADVISER 
PIONEERING MANAGEMENT 
CORPORATION 
PRINCIPAL UNDERWRITER 
PIONEER FUNDS 
DISTRIBUTOR, INC. 
CUSTODIAN 
BROWN BROTHERS 
HARRIMAN & CO. 
INDEPENDENT PUBLIC 
ACCOUNTANTS 
ARTHUR ANDERSEN LLP 
LEGAL COUNSEL 
HALE AND DORR 
SHAREHOLDER SERVICES 
AND TRANSFER AGENT 
PIONEERING SERVICES 
CORPORATION 
60 State Street 
Boston, Massachusetts 02109 
    


<TABLE>
<CAPTION>
<S>                                       <C>
Please call Pioneer for information on: 
Existing accounts, new accounts, 
prospectuses, applications, 
and service forms                         1-800-225-6292 
Fund yields and prices                    1-800-225-4321 
Toll-free fax                             1-800-225-4240 
Retirement plans                          1-800-622-0176 
Telecommunications Device for the 
Deaf (TDD)                                1-800-225-1997 

</TABLE>

   
When distributed to persons who are not shareowners of the Fund, this report 
must be accompanied by an official prospectus, which discusses the objectives, 
policies, sales charges, and other information about the Fund. 
0695-2522 
(c)Pioneer Funds Distributor, Inc. 
    


[Pioneer logo] 

Pioneer 
Capital Growth 
Fund 

SEMIANNUAL REPORT 
APRIL 30, 1995 

                                         
<PAGE> 
Dear Fellow Shareowners, 
We are pleased to report the continued success of Pioneer Capital Growth Fund. 
For the six months ended April 30, 1995, your Fund achieved a strong return and 
maintained its impressive five-star rating, the highest available from 
Morningstar, an independent mutual fund research firm.(1) 

                                Fund Performance

For your Fund's semiannual period ended April 30, 1995, we report the following 
results: 

   
(bullet) Class A shares -- Net asset value rose to $17.87 per share on April 
         30, versus $17.26 six months earlier. Your Fund achieved a total 
         return of 9.80% based on net asset value, and 3.50% based on maximum 
         public offering price. These figures include reinvestment of the $0.95 
         capital gains distribution paid in December 1994. 
    

   
(bullet) Class B shares -- Net asset value increased to $17.73 per share on 
         April 30, versus its net asset value of $17.20 six months ago. Your 
         Fund's six-month total return was 9.35% assuming shares were held 
         throughout the period, and 5.35% assuming shares were redeemed. These 
         figures include reinvestment of the $0.95 capital gains distribution 
         paid in December 1994. 
    

   
                          Average Annual Total Returns 
                             (as of April 30, 1995) 
    

<TABLE>
<CAPTION>
<S>                                <C>                                <C>
Class A Shares                        Net Asset Value              Public Offering Price* 

Life-of-Fund (7/25/90)                     17.78%                        16.33% 
3 Years                                    18.66                         16.34 
1 Year                                     22.82                         15.77 
Class B Shares                     Return If Not Redeemed             Return If Redeemed** 
Life-of-Fund (4/4/94)                      23.76%                        20.12% 
1 Year                                     21.97                         17.97 
</TABLE>

   
 *Reflects deduction of the maximum 5.75% sales charge and assumes reinvestment 
  of all distributions at net asset value. 
**Reflects deduction of the maximum 4.0% contingent deferred sales charge and 
  assumes reinvestment of all distributions. 
  Past performance does not guarantee future results. Return and share price 
  fluctuate so that an investor's shares, when redeemed, may be worth more or 
  less than their original cost. 
    

                   Domestic Stock Market Reached Record Highs

   
The Dow Jones Industrial Average made impressive strides during the six-month 
period, crossing the 4000 threshold for the first time in its history on 
February 23, 1995, and closing at 4321.27 on April 30. The 4000 level was an 
important psychological milestone for many investors. Its attainment fueled 
optimism in financial markets, and led many individuals and institutions back 
to securities after 1994's uncertain interest rate and economic climate had 
pushed many away from investing. 
    

   
Much of the positive momentum experienced over the past six months resulted in 
large part from low inflation. The Federal Reserve (the Fed), persistent in its 
attempts to curtail the pace of the economic growth and to stem inflation, 
raised short-term interest rates on November 15, 1994, and February 1, 1995. 
The results of the Fed's actions have been evident, with many economic 
indicators trending lower. Although a slower-paced economy can lead to concerns 
over stock market movements, the focus so far has been on the benefit of 
continued low inflation. 
    

                      Portfolio Strategy: Aggressive Value

   
Your Fund's management continues to invest with the same aggressive value 
strategy that has been used since the Fund's inception. We focus on careful 
stock selection, looking particularly at key company attributes such as cash 
flows, balance sheets, earnings growth, and current stock price, as well as 
recent changes or restructuring that we expect will increase the value of the 
company's stock price. Our focus leads us to undervalued companies that either 
are undiscovered, or are experiencing some sort of turnaround. These companies, 
which may appear unimpressive at first glance, tend to be overlooked or ignored 
by the general market. Recognizing the value of companies while they are still 
unpopular enables the Fund to capitalize on the upward price movement potential 
we expect they have. 
    

(1) Morningstar proprietary ratings are published in Morningstar Mutual Funds 
    and are subject to change every month. Pioneer Capital Growth Fund's 
    five-star rating is based on its three-year performance ended April 30, 
    1995. The Fund was rated against a universe of equity funds by assessing 
    each fund's historical total returns and risk relative to the other mutual 
    funds in its class. The risk and return evaluations are then combined to 
    produce a one- to five-star risk-adjusted rating, with five stars 
    representing the top 10%. The Fund's Class B shares will not be eligible 
    for a Morningstar rating until they have three years of operating history. 

                                         
<PAGE> 
   
Another benefit to investing in these companies is that, as they become more 
efficient, they often become attractive to other companies. This creates the 
potential for acquisition, which very often pushes up the targeted company's 
stock price. While we do not set out to find companies that will become 
takeover targets, we inevitably hold likely candidates, simply because others 
(often competitors) eventually see the attractive characteristics identified by 
your management. This was the case with a number of holdings over the past six 
months. Examples include: Leaseway Transportation Corp., bought by Penske; U.S. 
Shoe Corp., bought by Luxottica; Clark Equipment Co., currently in a tentative 
agreement to be acquired by Ingersoll Rand; and Green Forest Lumber Corp., 
acquired by McMillan Bloedel, a Canadian forest products manufacturer. 
    

   
Company takeovers inevitably lead to a sizable inflow of cash into your Fund. 
The number of companies taken over during the past six months, as well as the 
substantial flow of assets into the Fund has, at times created higher-than- 
normal cash positions. As of April 30, 14% of the portfolio was in cash or cash 
equivalents. While we intend to be as fully invested as possible, your 
management will continue to invest prudently and will not add a stock to the 
portfolio until we have completed a thorough assessment of its value. 
    

   
Over the six-month period, your management added several stocks to the Fund's 
portfolio. While most are small-capitalization companies, we pursue value 
wherever we see it, which means we also locate opportunities in the large- 
capitalization market. A good example comes from the consumer non-durables 
industry (one of your Fund's largest sector weightings --17% as of April 30). 
Best Buy Company Co., Inc. is a large consumer electronics retailer located in 
27 states across the U.S. We like this company's competitive marketing 
strategy. Another holding we find attractive is Federal National Mortgage 
Association (Fannie Mae), a government agency mortgage association. Its stock 
declined due to concerns over interest rate increases. However, Fannie Mae has 
maintained solid earnings. We expect the company will continue to produce 
strong earnings, and that its price will begin to appreciate now that interest 
rates appear to be settling. 
    

The accompanying chart shows Pioneer Capital Growth Fund's diverse sector 
distribution at the period's end. 

<TABLE>
<CAPTION>
<S>                      <C>
    Sector Distribution 
   (as of April 30, 1995) 
Other                     2% 
Capital Goods            17% 
Consumer Durables         3% 
Consumer Non-Durables    17% 
Financial                 9% 
Services                  6% 
Technology               13% 
Basic Industries         13% 
Energy                    6% 
Cash                     14% 

</TABLE>

   
Each stock in your Fund's portfolio is subject to a detailed analysis to 
determine the price we believe reflects its true worth. Once a company attains 
this price, we sell it. Our discipline to sell stocks -- and patience to hold 
- -- shows your management's commitment to, and confidence in, our research and 
methodology. Occasionally, of course, a company fails to reach its potential. 
When a significant change -- one that has an impact on our reasons for 
selecting a stock -- occurs, we eliminate it from the portfolio. We are pleased 
with the results of our ongoing analysis and discipline, and expect shareowners 
will continue to benefit from our efforts. 
    

   
Over the past six months, we sold a number of stocks that met our target price. 
One example is Softkey International, Inc., a distributor/publisher of 
independent software. Another is Allen Group, Inc., a company involved with 
telecommunication systems. We held these investments less than a year, as they 
quickly moved to our estimates of fair value. Our average cost per share for 
Softkey was $11; we sold this stock at approximately $25. For Allen Group the 
average cost per share was $14; we received an average price of $24. We 
eliminated two other positions, Carlisle and Microcom Inc., after holding them 
for approximately three years. These, too, reached our target price; Carlisle 
Companies, Inc. cost approximately $21 per share when we bought it three years 
ago, and we sold it for $34. We sold Microcom, which had an average cost of $5 
per share, at an average price of $11. 
    


                                        2 
<PAGE> 
                                 Looking Ahead

   
Financial markets have appreciated significantly over the past few months. 
Despite ongoing concerns about inflation, the dollar, and political and social 
events, the stock market has moved "onward and upward." How long the market can 
sustain this pace is anyone's guess. Your management prefers not to get bogged 
down in speculating on the overall market's next move. Instead, we focus first 
and foremost on what we think makes the most sense for your Fund -- identifying 
the potential of individual companies, particularly those that have been 
overlooked or have fallen out of favor. 
    

As your Fund's five-year anniversary approaches, your management is pleased 
with the Fund's overall achievements. By adhering to our disciplined, 
aggressive value strategy, we remain optimistic about the opportunities that 
can be uncovered in the stock market. We therefore will continue to pursue your 
Fund's long-term capital growth objective with the same investing approach that 
has brought the Fund its success to date. 

   
Please review the audited Schedule of Investments on the following pages. If 
you have any questions about your investment in Pioneer Capital Growth Fund, 
please contact your investment representative, or call Pioneer at 
1-800-225-6292. 
    

Respectfully, 

[Signature of John F. Cogan, Jr.] 

John F. Cogan, Jr. 
Chairman and President, 
Pioneer Capital Growth Fund 

June 8, 1995 

                                        3 
<PAGE> 
SCHEDULE OF INVESTMENTS--PIONEER CAPITAL GROWTH FUND--April 30, 1995 

<TABLE>
<CAPTION>
    Shares                                                    Value 
<S>               <C>                                      <C>
                           COMMON STOCKS--86.2% 
                         BASIC INDUSTRIES--13.2% 
                             Chemicals--8.5% 
      638,700     Albermarle Corp.                         $  8,702,287 
      155,900     Cambrex Corp.                               5,320,087 
      290,000     CIMCO, Inc.*+                               1,522,500 
      455,800     Crompton & Knowles Corp.                    8,261,375 
      459,400     DeSoto, Inc.*+                              2,411,850 
      230,000     The Geon Co.                                6,210,000 
    1,063,400     Grow Group, Inc.+                          18,742,425 
      670,000     NL Industries, Inc.*                        9,882,500 
      230,500     Pratt & Lambert, Inc.                       4,725,250 
      330,000     Specialty Chemical Resources, Inc.*+        1,299,375 
                                                           $ 67,077,649 
                             Containers--0.5% 
      394,300     Sun Coast Industries, Inc.*+             $  3,795,138 
                            Iron & Steel--3.0% 
    1,116,200     Armco, Inc.                              $  7,813,400 
      659,000     Intermet Corp.*                             5,931,000 
      465,600     Kentucky Electric Steel, Inc.*+             4,306,800 
      488,100     NS Group, Inc.*                             2,135,437 
      468,000     Proler International Corp.*+                3,685,500 
                                                           $ 23,872,137 
                               Metals--0.4% 
      156,000     Brush Wellman, Inc.                      $  3,081,000 
                         Telecommunications--0.8% 
      350,000     ECI Telecom, Ltd.                        $  5,906,250 
                     TOTAL BASIC INDUSTRIES                $103,732,174 
                           CAPITAL GOODS--17.3% 
                             Aerospace--1.0% 
      275,200     Precision Castparts Corp.                $  7,568,000 
                     Construction & Engineering--5.4% 
    1,043,800     AMRE, Inc.+                              $  4,566,625 
      298,000     BMC West Corp.*                             4,395,500 
      180,200     CBI Industries, Inc.                        4,459,950 
    1,217,000     The Lamson & Sessions Co.*+                 7,758,375 
      538,900     Lone Star Industries, Inc.*                11,721,075 
      627,600     Kasler Holding Corp.*                       3,844,050 
      835,600     Morgan Products, Ltd.*+                     5,744,750 
                                                           $ 42,490,325 
                          Producer Goods--10.9% 
      334,500     Autoclave Engineers, Inc.+               $  3,700,406 
       80,000     Clark Equipment Co.*                        6,840,000 
      174,000     Farrel Corp.                                  957,000 
      251,700     Ferrofluidics Corp.*#                       1,667,512 
      362,900     Figgie International, Inc. (Class A)*       3,130,013 
      283,400     Furon Company                               5,703,425 
      533,300     Gehl Company*+                              4,266,400 
      640,300     Griffon Corp.*                              4,962,325 
      415,000     Insilco Corp.*                             11,101,250 
      269,000     Lindberg Corp.+                             1,849,375 
      140,000     Lindsay Manufacturing Co.*                  4,541,250 
      855,600     Park Ohio Industries, Inc.*+                9,732,450 
      162,177     Raymond Corp.*                              3,304,356 
      259,000     Robbins & Myers, Inc.+                      6,280,750 
    1,000,000     Sudbury, Inc.*+                             6,812,500 
      203,900     Sundstrand Corp.                           11,316,450 
                                                           $ 86,165,462 
                     TOTAL CAPITAL GOODS                   $136,223,787 
                         CONSUMER DURABLES--2.6% 
                         Consumer Durables--0.9% 
      670,400     Supreme Industries, Inc. (Class A)*+     $  4,944,200 
      112,800     Watsco, Inc. (Class A)                      2,072,700 
                                                           $  7,016,900 
                           Motor Vehicles--1.7% 
       97,500     Ford Motor Co.                           $  2,632,500 
      571,300     Schwitzer, Inc.*+                           6,212,887 
      410,000     TBC Corp.*                                  4,356,250 
                                                           $ 13,201,637 
                     TOTAL CONSUMER DURABLES               $ 20,218,537 
                       CONSUMER NON-DURABLES--16.7% 
                           Home Products--1.1% 
      221,089     Lifetime Hoan Corp.*                     $  2,680,704 
      350,000     Rival Co.                                   5,600,000 
                                                           $  8,280,704 
                          Retail Non-Food--7.7% 
      510,100     Best Buy Co., Inc.*                      $ 13,963,987 
      221,000     Big B, Inc.                                 3,204,500 
      987,300     Fingerhut Co., Inc.                        11,477,363 
    1,018,600     InterTAN, Inc.*+                            7,766,825 
      160,000     Kmart Corp.                                 2,220,000 
      225,000     LADD Furniture, Inc.                        1,209,375 
    1,096,900     Levitz Furniture, Inc.*                     8,226,750 
      182,000     Maybelline, Inc.                            4,004,000 
      635,500     TJX Co., Inc.                               7,308,250 
      267,800     Vans, Inc.*                                 1,221,838 
                                                           $ 60,602,888 
                          Textiles/Clothes--7.9% 
    1,004,500     Farah, Inc.*+                            $  7,282,625 
      808,800     Galey & Lord, Inc.*+                        9,705,600 
      272,200     Guilford Mills, Inc.                        6,736,950 
      898,900     Justin Industries, Inc.                     9,944,081 
      607,700     Marisa Christina, Inc.*+                    7,140,475 
      559,600     Paragon Trade Brands, Inc.*                 8,673,800 
      983,100     Tultex Corp.*                               5,038,387 
    1,448,300     Worldtex, Inc.*+                            7,784,613 
                                                           $ 62,306,531 
                   TOTAL CONSUMER NON-DURABLES             $131,190,123 
</TABLE>

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

                                        4 
<PAGE> 
SCHEDULE OF INVESTMENTS--PIONEER CAPITAL GROWTH FUND--April 30, 1995--Continued 

<TABLE>
<CAPTION>
    Shares                                                       Value 
<S>               <C>                                         <C>
                                ENERGY--6.0% 
                         Oil & Gas Extraction--4.1% 
    1,075,000     Arakis Energy Corp.*+                       $  7,928,125 
       70,000     Ashland, Inc.                                  2,590,000 
      218,700     Diamond Shamrock, Inc.                         5,877,563 
      140,300     Giant Industries, Inc.                         1,087,325 
      230,600     Ranger Oil, Ltd.                               1,700,675 
      400,000     YPF Sociedad Anonima (A.D.R.)                  8,100,000 
      199,300     Ultramar Corp.                                 5,206,713 
                                                              $ 32,490,401 
                          Oil & Gas Services--0.9% 
      774,200     Tokheim Corp.*+                             $  6,967,800 
                               Electric--1.0% 
      200,000     Niagara Mohawk Power Corp.                  $  2,775,000 
      300,000     SCEcorp                                        5,025,000 
                                                              $  7,800,000 
                     TOTAL ENERGY                             $ 47,258,201 
                               FINANCIAL--8.8% 
                              Real Estate--1.2% 
    1,223,000     Amresco, Inc.+                              $  8,713,875 
      286,950     Patten Corp.*                                    968,456 
                                                              $  9,682,331 
                            Commercial Bank--0.3% 
      290,000     RedFed Bancorp, Inc.*+                      $  2,537,500 
                         Finance Miscellaneous--4.1% 
      140,000     Federal National Mortgage Association       $ 12,355,000 
      425,000     Lehman Brothers Holdings, Inc.                 8,287,500 
      176,700     Salomon, Inc.                                  6,383,287 
      130,000     Student Loan Marketing Association             5,265,000 
                                                              $ 32,290,787 
                               Insurance--3.2% 
      418,500     Capital Guaranty Corp.                      $  7,428,375 
      295,600     Citizens Corp.                                 5,025,200 
      100,000     Mid Atlantic Medical Services, Inc.*           1,725,000 
      722,900     Twentieth Century Industries, Inc.             8,765,163 
      181,600     Western National Corp.                         2,406,200 
                                                              $ 25,349,938 
                     TOTAL FINANCIAL                          $ 69,860,556 
                               SERVICES--6.4% 
                         Broadcasting & Media--0.1% 
      145,000     Future Communications, Inc.*+@              $     18,125 
       60,000     Vertex Communications Corp.*                     847,500 
                                                              $    865,625 
                            Pharmaceuticals--4.2% 
      127,500     Agouron Pharmaceuticals, Inc.*              $  2,390,625 
    1,020,000     Alkermes, Inc.*+                               2,932,500 
      455,000     Argus Pharmaceuticals, Inc.*                     966,875 
      150,000     BioChem Pharma, Inc.*                          2,400,000 
    1,195,000     ImClone Systems, Inc.*+                          746,875 
      396,325     Ligand Pharmaceuticals, Inc.*+                 2,278,869 
      908,000     Medeva Plc (A.D.R.)                           14,755,000 
      733,000     NeoRx Corp.*+                                  3,802,438 
      255,000     Sepracor, Inc.*                                2,466,309 
                                                              $ 32,739,491 
                    Health Services & Personal Care--2.1% 
      364,800     American Healthcorp, Inc.*                  $  2,781,600 
      614,500     Applied Bioscience International, Inc.*        3,379,750 
      534,700     BioWhittaker, Inc.*+                           4,277,600 
      315,000     Summit Care Corp.*                             6,457,500 
                                                              $ 16,896,450 
                     TOTAL SERVICES                           $ 50,501,566 
                              TECHNOLOGY--13.5% 
                             Electronics--11.2% 
      135,400     Acme Electric Corp.*                        $  2,944,950 
      954,200     Amtech Corp.+                                  6,560,125 
       50,000     Apple Computer, Inc.                           1,912,500 
      491,000     Banyan Systems, Inc.*                          7,150,188 
       50,000     Belden, Inc.                                   1,125,000 
      293,900     Dataflex Corp.*+                               2,351,200 
        8,000     HADCO Corp.*                                     141,000 
      361,000     Instron Corp.+                                 4,377,125 
      214,500     International Rectifier Corp.*                 5,442,937 
      715,000     Marcam Corp.*+                                10,635,625 
      718,000     Micro Focus Group Plc (A.D.R.)*                8,616,000 
      480,800     Moog, Inc. (Class A)*+                         5,228,700 
      666,500     NAI Technologies, Inc.*+                       1,666,250 
      665,000     Signal Technology Corp.*+                      2,285,938 
      675,000     Southern Electronics Corp.*+                   3,712,500 
      917,500     Walker Interactive Systems, Inc.*+             5,963,750 
      331,600     Whittaker Corp.*                               6,963,600 
    1,364,000     Willcox & Gibbs, Inc.*+                       11,253,000 
                                                              $ 88,330,388 
                          Computers/Software--2.3% 
      373,100     BancTec, Inc.*                              $  6,342,700 
      377,500     CrossComm Corp.*                               4,530,000 
      574,500     INTERLINQ Software Corp.*+                     1,723,500 
      654,300     Meridian Data, Inc.*                           3,189,712 
      367,000     Triad Systems Corp.*                           2,339,625 
                                                              $ 18,125,537 
                     TOTAL TECHNOLOGY                         $106,455,925 
</TABLE>

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

                                        5 
<PAGE> 
SCHEDULE OF INVESTMENTS--PIONEER CAPITAL GROWTH FUND--April 30, 1995--Continued 

<TABLE>
<CAPTION>
    Shares                                             Value 
<S>               <C>                               <C>
                       TRANSPORTATION--1.3% 
    1,377,000     Avondale Industries, Inc.*+       $ 10,327,500 
                  HOLDINGS & CONGLOMERATES--0.4% 
      120,500     Astrum International Corp.*       $  3,419,188 
                     TOTAL COMMON STOCKS 
                     (Cost $613,291,103) (a)        $679,187,557 
</TABLE>

<TABLE>
<CAPTION>
   Principal 
     Amount 
<S>                 <C>                                        <C>
                       TEMPORARY CASH INVESTMENTS--13.8% 
    $13,291,000     Deere Co., 5.91%, 5/01/95                  $ 13,315,045 
     11,125,000     Ford Motor Credit Company, 5.86%, 
                     5/02/95                                     11,143,110 
     15,000,000     Norwest Finance Co., 5.91%, 5/03/95          15,017,234 
     16,025,000     Associates Corp. North America, 5.91%, 
                     5/04/95                                     16,043,414 
     12,886,000     American General Finance Corp., 5.90%, 
                     5/05/95                                     12,898,692 
     10,748,000     Commercial Credit Co., 5.94%, 5/08/95        10,756,870 
     14,312,000     Exxon Asset Management., 5.93%, 
                     5/09/95                                     14,321,433 
     14,803,000     General Electric Capital Corp., 5.93%, 
                     5/10/95                                     14,810,330 
                       TOTAL TEMPORARY CASH INVESTMENTS 
                       (Cost $108,190,000)                     $108,306,128 
                       TOTAL INVESTMENT IN SECURITIES--100% 
                       (Cost $721,481,103)                     $787,493,685 

</TABLE>

   
  * Non-income producing security. 
  + Investment held by the Fund representing 5% or more of the outstanding 
    voting stock of such company. (See Note 5) 
  @ Future Communications, Inc. was ordered into Chapter 7 of the federal 
    bankruptcy regulations on March 22, 1994. 
  # 40,000 shares of Ferrofluidics Corp. were restricted as of April 30, 1995. 
(a) At April 30, 1995, the net unrealized appreciation on investments based on 
    cost for federal income tax purposes of $613,730,752 was as follows: 
    

<TABLE>
<CAPTION>
<S>                  <C>                                         <C>
                     Aggregate gross unrealized appreciation 
                     for all investments in which there is an 
                     excess of value over tax cost               $101,516,230 
                     Aggregate gross unrealized depreciation 
                     for all investments in which there is an 
                     excess of tax cost over value                (36,059,425) 
                     Net unrealized appreciation                 $ 65,456,805 
</TABLE>

Purchases and sales of investment securities (excluding temporary cash 
investments) for the six months ended April 30, 1995, aggregated $339,237,587 
and $117,065,196, respectively. 

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

                                        6 
<PAGE> 
                           PIONEER CAPITAL GROWTH FUND 
                          BALANCE SHEET--APRIL 30, 1995 

<TABLE>
<CAPTION>
<S>                                                                                              <C>
 ASSETS: 
 Investment in securities, at value (including temporary cash investments of $108,306,128) 
  (cost $721,481,103; see Schedule of Investments and Notes 1 and 5)                             $787,493,685 
 Receivables-- 
  Trust shares sold                                                                                11,290,699 
  Investment securities sold                                                                        3,220,575 
  Dividends                                                                                           565,021 
 Other                                                                                                 25,337 
   Total assets                                                                                  $802,595,317 
LIABILITIES: 
 Payables-- 
  Investment securities purchased                                                                $ 18,104,062 
  Trust shares repurchased                                                                          1,501,259 
  Due to bank                                                                                       1,014,744 
 Accrued expenses-- 
  Management fees (Note 2)                                                                             61,987 
  Other (Notes 2, 3 and 4)                                                                            526,560 
   Total liabilities                                                                             $ 21,208,612 
NET ASSETS: 
 Paid-in capital (Note 1)                                                                        $674,656,882 
 Accumulated undistributed net investment income (Note 1)                                             360,116 
 Accumulated undistributed net realized gain on investments (Note 1)                               40,473,253 
 Net unrealized gain on investments (Note 1)                                                       65,896,454 
   Total net assets                                                                              $781,386,705 
NET ASSET VALUE PER SHARE: 
 Class A--(based on $630,347,180/35,279,092 shares of beneficial interest outstanding-- 
  unlimited number of shares authorized with no par value)                                             $17.87 
 Class B--(based on $151,039,525/8,517,995 shares of beneficial interest outstanding-- 
  unlimited number of shares authorized with no par value)                                             $17.73 
MAXIMUM OFFERING PRICE: 
 Class A                                                                                               $18.96 
</TABLE>

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

                                        7 
<PAGE> 
                           PIONEER CAPITAL GROWTH FUND 
                             STATEMENT OF OPERATIONS 
                     FOR THE SIX MONTHS ENDED APRIL 30, 1995 

<TABLE>
<CAPTION>
<S>                                                             <C> 
Investment Income (Note 1): 
 Dividends                                                      $ 2,107,744 
 Interest                                                         2,003,598 
  Total investment income                                       $ 4,111,342 
Expenses: 
 Management fees (Note 2)                                       $ 1,741,141 
 Distribution fees (Note 4) 
  Class A                                                           555,822 
  Class B                                                           423,303 
 Transfer fees (Note 3) 
  Class A                                                           543,400 
  Class B                                                            89,728 
 Registration fees                                                  189,915 
 Professional fees                                                   60,804 
 Accounting (Note 2)                                                 49,840 
 Custodian fees                                                      41,635 
 Printing                                                            37,408 
 Fees and expenses of nonaffiliated trustees                          6,450 
 Miscellaneous                                                       11,780 
  Total expenses                                                $ 3,751,226 
   Net investment income                                        $   360,116 
Realized and Unrealized Gain on Investments: 
 Net realized gain on investments (Note 1)                      $40,898,918 
 Increase in net unrealized gain on investments (Note 1)         25,942,525 
  Net gain on investments                                       $66,841,443 
   Net increase in net assets resulting from operations         $67,201,559 
</TABLE>

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

                                        8 
<PAGE> 
                           PIONEER CAPITAL GROWTH FUND 
                       STATEMENTS OF CHANGES IN NET ASSETS 
                   FOR THE SIX MONTHS ENDED APRIL 30, 1995 AND 
                         THE YEAR ENDED OCTOBER 31, 1994 

<TABLE>
<CAPTION>
                                                               Six Months 
                                                                 Ended            Year Ended 
                                                               April 30,          October 31, 
                                                                  1995               1994 
<S>                                                           <C>                <C>
From Operations: 
 Net investment income (loss)                                 $    360,116       $ (1,291,839) 
 Net realized gain on investments                               40,898,918         28,413,760 
 Increase in net unrealized gain on investments                 25,942,525         25,232,865 
  Net increase in net assets resulting from operations        $ 67,201,559       $ 52,354,786 
Distributions to Shareholders From: 
 Realized gain on investments 
   Class A--net ($0.95 and $1.66 per share, respectively)     $(24,106,074)      $(20,592,457) 
   Class B--net ($0.95 and $0.00 per share, respectively)       (3,341,734)           -- 
  Decrease in net assets resulting from distributions to 
    shareholders                                              $(27,447,808)      $(20,592,457) 
From Trust Share Transactions: 
 Net proceeds from sale of shares                             $364,469,059       $277,119,481 
 Net asset value of shares issued to shareholders in 
  reinvestment of dividends                                     25,070,443         18,612,184 
 Cost of shares repurchased                                    (96,270,031)       (73,800,383) 
  Increase in net assets resulting from trust share 
    transactions                                              $293,269,471       $221,931,282 
  Net increase in net assets                                  $333,023,222       $253,693,611 
Net Assets: 
 Beginning of period                                           448,363,483        194,669,872 
 End of period (including accumulated undistributed net 
  investment income of $360,116 and $0, respectively)         $781,386,705       $448,363,483 
</TABLE>

<TABLE>
<CAPTION>
                                               SIX MONTHS ENDED                      YEAR ENDED 
                                                APRIL 30, 1995                    OCTOBER 31, 1994 
<S>                                      <C>             <C>                <C>              <C>
                                           SHARES           AMOUNT            SHARES            AMOUNT 
CLASS A 
 Shares sold                             15,685,793      $259,825,392       14,785,940       $236,147,803 
 Shares issued to shareholders in 
    reinvestment of distributions         1,416,433        22,167,146        1,290,735         18,612,184 
 Less shares repurchased                 (5,337,042)      (88,601,851)      (4,604,463)       (72,755,557) 
 Net increase                            11,765,184      $193,390,687       11,472,212       $182,004,430 
CLASS B* 
 Shares sold                              6,324,998      $104,643,667        2,532,278       $ 40,971,678 
 Shares issued to shareholders in 
    reinvestment of distributions           186,467         2,903,297               --                 -- 
 Less shares repurchased                   (462,335)       (7,668,180)         (63,413)        (1,044,826) 
 Net increase                             6,049,130      $ 99,878,784        2,468,865       $ 39,926,852 
</TABLE>

*Class B shares were first publicly offered on April 4, 1994. 

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

                                       9 
<PAGE> 
                          PIONEER CAPITAL GROWTH FUND 
                              FINANCIAL HIGHLIGHTS 
        SELECTED DATA FOR A SHARE OUTSTANDING FOR THE PERIODS PRESENTED 

<TABLE>
<CAPTION>
                                                             Six Months                                                July 25, 
                                                               Ended                                                   1990 to 
                                                             April 30,         For the Year Ended October 31,        October 31, 
CLASS A                                                         1995        1994       1993       1992       1991        1990 
<S>                                                          <C>         <C>        <C>         <C>       <C>         <C>
Net asset value, beginning of period                         $  17.26    $  16.17   $  12.42    $ 11.58   $  7.50     $ 10.50 
Increase (decrease) from investment operations: 
 Net investment income (loss)                                $   0.02    $  (0.05)  $  (0.02)   $ (0.01)  $  0.07     $ (0.04) 
 Net realized and unrealized gain (loss) on investments          1.54        2.80       4.43       1.21      4.01       (2.96) 
   Total increase (decrease) from investment operations      $   1.56    $   2.75   $   4.41    $  1.20   $  4.08     $ (3.00) 
Distribution to shareholders from: 
 Net investment income                                             --          --         --      (0.04)       --          -- 
 Net realized gain                                              (0.95)      (1.66)     (0.66)     (0.32)       --          -- 
Net increase (decrease) in net asset value                   $   0.61    $   1.09   $   3.75    $  0.84   $  4.08     $ (3.00) 
Net asset value, end of period                               $  17.87    $  17.26   $  16.17    $ 12.42   $ 11.58     $  7.50 
Total return*                                                    9.80%      19.03%     36.59%     10.88%    54.40%     (28.57%) 
Ratio of net operating expenses to average net assets            1.20%**     1.26%      1.27%      1.48%     1.69%       7.12%** 
   
Ratio of net investment income (loss) to average net 
  assets                                                         0.24%**    (0.44%)    (0.26%)    (0.20%)    0.69%      (2.18%)** 
Portfolio turnover rate                                         45.82%**    47.10%     68.09%     62.00%    37.76%         -- 
Net assets, end of period (in thousands)                     $630,347    $405,904   $194,670    $75,796   $21,013     $ 2,483 
Ratios assuming no waiver of management fees or 
  assumption of expenses by PMC for the year ended 
  October 31, 1991: 
  Net operating expenses                                           --          --         --         --      2.78%         -- 
  Net investment loss                                              --          --         --         --        --       (0.40%) 
</TABLE>

<TABLE>
<CAPTION>
                                                             Six Months       April 4, 
                                                               Ended          1994 to 
                                                             April 30,      October 31, 
CLASS B***                                                      1995            1994 
<S>                                                          <C>             <C>                                                    
            <C>   <C>
Net asset value, beginning of period 
                                                             $  17.20        $ 14.94 
Increase (decrease) from investment operations: 
 Net investment loss                                         $  (0.02)       $ (0.04) 
 Net realized and unrealized gain on investments                 1.50           2.30 
   Total increase from investment operations                 $   1.48        $  2.26 
Distribution to shareholders from: 
 Net realized gain                                              (0.95)            -- 
Net increase in net asset value                              $   0.53        $  2.26 
Net asset value, end of period                               $  17.73        $ 17.20 
Total return*                                                    9.35%         15.13% 
Ratio of net operating expenses to average net assets            1.95%**        2.04%** 
Ratio of net investment loss to average net assets              (0.51%)**      (1.12%)** 
Portfolio turnover rate                                         45.82%**       47.10% 
Net assets, end of period (in thousands)                     $151,040        $42,459 
</TABLE>

   
  * Assumes initial investment at net asset value at the beginning of each 
    period, reinvestment of all distributions, the complete redemption of the 
    investment at net asset value at the end of each period and no sales 
    charges. Total return would be reduced if sales charges were taken into 
    account. 
 ** Annualized. 
*** Class B shares were first publicly offered on April 4, 1994. 
    

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

                                       10 
<PAGE> 
NOTES TO FINANCIAL STATEMENTS-April 30, 1995 

1. Pioneer Capital Growth Fund (the Fund) is one of three funds that currently 
form Pioneer Growth Trust (the Trust), a Massachusetts business trust organized 
on April 7, 1990 and registered under the Investment Company Act of 1940 as a 
diversified, open-end management company. 

 The Board of Trustees (the Trustees) has authorized the issuance of two 
classes of the Fund, designated as Class A and Class B shares. Class B shares 
were first publicly offered on April 4, 1994. Shares issued and outstanding 
prior to April 4, 1994 were designated as Class A shares. The shares of each 
class represent an interest in the same portfolio of investments of the Fund 
and have equal rights to voting, redemptions, dividends and liquidations, 
except that each class of shares can bear different transfer agent and 
distribution fees and have exclusive voting rights with respect to the 
distribution plans that have been adopted by holders of Class A and Class B 
shares, respectively. 

 The following is a summary of significant accounting policies consistently 
followed by the Fund, which are in conformity with those generally accepted in 
the investment company industry: 

   
  A. Investment Securities--Security transactions are recorded on the date the 
 securities are purchased or sold. Investments in securities are valued at the 
 last sale price on the principal exchange where they are traded. Securities 
 that have not traded on the date of valuation or securities for which sale 
 prices are not generally reported are valued at the mean between the last bid 
 and asked prices. Temporary cash investments are valued at cost plus accrued 
 interest, which approximates market value. Dividend income is recorded on the 
 ex-dividend date and interest income is recorded on the accrual basis. 
  Gains and losses from sales of investments are calculated on the "identified 
 cost" method for both financial reporting and federal income tax purposes. It 
 is the Fund's practice first to select for sale those securities that have the 
 highest cost and also qualify for long-term capital gain or loss treatment for 
 tax purposes. 
    

   
  B. Federal Taxes--It is the Fund's policy to comply with the requirements of 
 the Internal Revenue Code applicable to regulated investment companies and to 
 distribute all of its taxable income and net realized capital gains, if any, 
 to its shareholders. Therefore, no federal income tax provisions are required. 
  The characterization of distributions to shareholders for financial reporting 
 purposes is determined in accordance with income tax rules. Therefore, the 
 source of a Fund's distributions may be shown in the accompanying financial 
 statements as either from or in excess of net investment income or net 
 realized gain on investment transactions, or from capital, depending on the 
 type of book/tax differences that may exist. 
  The Fund has reclassified the previous year's net investment loss in the 
 amount of $1,291,839, previously reclassified to Paid-in capital, to 
 Accumulated undistributed net realized gain on investments. This 
 reclassification has no impact on the net asset value of the Fund and is 
 designed to present the Fund's capital accounts on a tax basis. 
    

  C. Trust Shares--The Fund records sales and repurchases of its trust shares 
 on the trade date. Net losses, if any, as a result of cancellations are 
 absorbed by Pioneer Funds Distributor, Inc. (PFD), the principal underwriter 
 for the Fund and a wholly owned subsidiary of The Pioneer Group, Inc. (PGI). 
 PFD earned $804,188 in underwriting commissions on the sale of trust shares of 
 the Fund during the six months ended April 30, 1995. Dividends and 
 distributions to shareholders are recorded as of the ex-dividend date. 
 Dividends paid by the Fund, if any, with respect to each class of shares are 
 calculated in the same manner, at the same time and on the same day and are in 
 the same amount, except that Class A and Class B shares can bear different 
 transfer agent and distribution fees. 

   
  D. Class Allocations--Distribution expenses are calculated based on the 
 average daily net asset value attributable to Class A and Class B shares of 
 the Fund, respectively. Shareholders of Class A and Class B share all expenses 
 and fees paid to the transfer service organization, Pioneering Services 
 Corporation (PSC), for their services, which are allocated based on the number 
 of accounts in each class and the ratable allocation of related out-of-pocket 
 expense (See Note 3). Income, common expenses and realized and unrealized 
 gains (losses) are calculated at the Fund level and allocated daily to each 
 class of shares based on the respective percentage of adjusted net assets at 
 the beginning of the day. 
    

2. Pioneering Management Corporation (PMC) is the Fund's investment adviser, 
manages the Fund's portfolio and is a wholly owned subsidiary of PGI. 
Management fees 

                                       11 
<PAGE> 
NOTES TO FINANCIAL STATEMENTS (Continued) 

are calculated daily at the annual rate of 0.65% of the average daily net 
assets up to $300,000,000, 0.60% of such assets between $300,000,000 and 
$500,000,000, 0.50% of such assets between $500,000,000 and $1,000,000,000, and 
0.45% of such assets in excess of $1,000,000,000. 

In addition, under the management agreement, certain services and costs 
including accounting, regulatory reporting and insurance premiums, are paid by 
the Fund. Included in Accrued expenses--Other is $6,640 in accounting fees 
payable to PMC at April 30, 1995. 

3. PSC, a wholly owned subsidiary of PGI, provides substantially all transfer 
agent and shareholder services to the Fund at negotiated rates. Included in 
Accrued expenses--Other is $111,135 in transfer fees payable to PSC at April 
30, 1995. 

4. The Fund has adopted a Plan of Distribution for both Class A shares (Class A 
Plan) and Class B shares (Class B Plan) in accordance with Rule 12b-1 under the 
Investment Company Act of 1940, pursuant to which certain distribution and 
service fees are paid to PFD. 

Pursuant to the Class A Plan, the Fund may reimburse PFD for its actual 
expenditures to finance any activity primarily intended to result in the sale 
of Class A shares or to provide services to holders of Class A shares. 
Reimbursement for such expenditures, if any, may not exceed 0.25% of the Fund's 
average annual net assets attributable to Class A shares. The Class B Plan 
provides that the Fund may pay a distribution fee at an annual rate of 0.75% of 
the Fund's average daily net assets attributable to Class B shares and may pay 
PFD a service fee at the annual rate of 0.25% of the Fund's average daily net 
assets attributable to Class B shares. Included in Accrued expenses--Other is 
$327,738 in distribution fees payable to PFD at April 30, 1995. 

   
Class B shares that are redeemed within six years of purchase are subject to a 
contingent deferred sales charge (CDSC) at declining rates beginning at 4.0% of 
the lesser of the current market value at the time of redemption or the 
original purchase cost of the shares being redeemed. Proceeds from the CDSC are 
paid to PFD. For the six months ended April 30, 1995, CDSC in the amount of 
$47,693 was paid to PFD. 
    

5. The Fund's investment in certain companies may exceed 5% of the outstanding 
voting stock. Such companies are deemed affiliates of the Fund for financial 
reporting purposes. The following summarizes transactions with affiliates of 
the Fund as of April 30, 1995: 

                                       12 
<PAGE> 
NOTES TO FINANCIAL STATEMENTS (Continued) 

<TABLE>
<CAPTION>
                                          Purchases       Sales     Dividend 
              Affiliates                    Cost          Cost       Income        Value 
<S>                                      <C>           <C>          <C>         <C>
Alkermes, Inc.*                          $ 2,877,813           --         --    $  2,932,500 
Amresco, Inc.                              2,194,350           --   $110,550       8,713,875 
AMRE, Inc.                                 4,028,746           --     47,493       4,566,625 
Amtech Corp.                               5,054,116           --     22,036       6,560,125 
Arakis Energy Corp.*                       1,104,080           --         --       7,928,125 
Autoclave Engineers, Inc.                    270,000           --     40,140       3,700,406 
Avondale Industries, Inc.*                 2,491,875           --         --      10,327,500 
BioWhittaker, Inc.*                               --           --         --       4,277,600 
CIMCO, Inc.*                                      --           --         --       1,522,500 
Dataflex Corp.*                                   --   $  232,500         --       2,351,200 
DeSoto, Inc.*                                     --           --         --       2,411,850 
Farah, Inc.*                               6,346,332           --         --       7,282,625 
Future Communications, Inc.*                      --           --         --          18,125 
Galey & Lord Inc.*                         8,428,276           --         --       9,705,600 
Gehl Company*                                     --           --         --       4,266,400 
Grow Group, Inc.                           8,766,470           --    115,479      18,742,425 
ImClone Systems, Inc.*                       273,906           --         --         746,875 
Instron Corp.                                110,500           --     21,660       4,377,125 
INTERLINQ Software Corp.*                         --           --         --       1,723,500 
InterTAN, Inc.*                            5,873,955      567,000         --       7,766,825 
Kentucky Electric Steel, Inc.*               411,275           --         --       4,306,800 
Ligand Pharmaceuticals, Inc.*              1,835,625           --         --       2,278,869 
Lindberg Corp.                                    --           --     32,280       1,849,375 
Marcam Corp.*                              2,323,126      446,580         --      10,635,625 
Marisa Christina, Inc.*                    2,000,100           --         --       7,140,475 
Moog, Inc. (Class A)*                        969,052           --         --       5,228,700 
Morgan Products, Ltd.*                     1,095,724           --         --       5,744,750 
NAI Technologies, Inc.*                      638,000           --         --       1,666,250 
NeoRx Corp.*                                 796,875           --         --       3,802,438 
Park Ohio Industries, Inc.*                4,544,186           --         --       9,732,450 
Proler International Corp.*                       --           --         --       3,685,500 
RedFed Bancorp, Inc.*                        195,000           --         --       2,537,500 
Robbins & Myers, Inc.                        102,750           --     38,850       6,280,750 
Schwitzer, Inc.*                             234,000           --         --       6,212,887 
Signal Technology Corp.*                     610,806           --         --       2,285,938 
Southern Electronics Corp.*                   70,312           --         --       3,712,500 
Specialty Chemical Resources, Inc.*               --           --         --       1,299,375 
Sudbury, Inc.*                             2,982,125           --         --       6,812,500 
Sun Coast Industries, Inc.*                1,247,394           --         --       3,795,138 
Supreme Industries, Inc. (Class A)*          434,000           --         --       4,944,200 
The Lamson & Sessions Co.*                 1,586,366           --         --       7,758,375 
Tokheim Corp.*                                    --           --         --       6,967,800 
Walker Interactive Systems, Inc*           2,391,248           --         --       5,963,750 
Willcox & Gibbs, Inc.*                     1,089,450           --         --      11,253,000 
Worldtex, Inc.*                              306,875           --         --       7,784,613 
                                         $73,684,708   $1,246,080   $428,488    $243,601,364 
</TABLE>

   
*Non-income producing security. 

                                       13 
<PAGE> 
    
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 

TO THE SHAREHOLDERS AND THE BOARD OF TRUSTEES OF PIONEER CAPITAL GROWTH FUND: 

    We have audited the accompanying balance sheet of Pioneer Capital Growth 
Fund (one of three funds that comprise Pioneer Growth Trust, a Massachusetts 
business trust), including the schedule of investments, as of April 30, 1995, 
and the related statement of operations, the statements of changes in net 
assets and the financial highlights for the periods presented. These financial 
statements and financial highlights are the responsibility of the Trust's 
management. Our responsibility is to express an opinion on these financial 
statements and financial highlights based on our audits. 

    We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements and financial 
highlights are free of material misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the financial 
statements. Our procedures included confirmation of securities owned as of 
April 30, 1995, by correspondence with the custodian. An audit also includes 
assessing the accounting principles used and significant estimates made by 
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion. 

    In our opinion, the financial statements and financial highlights referred 
to above present fairly, in all material respects, the financial position of 
Pioneer Capital Growth Fund as of April 30, 1995, and the results of its 
operations, the changes in its net assets and the financial highlights for the 
periods presented, in conformity with generally accepted accounting principles. 

                                                             ARTHUR ANDERSEN LLP
Boston, Massachusetts 
May 26, 1995 

                                       14 






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