ASM FUND INC
N-30D, 1996-08-08
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<PAGE>   1
                                 ASM FUND, INC.
                                 Tampa, Florida
                        Semi Annual Financial Statements

                     For the Six Months Ended April 30, 1996


                                Table of Contents


                                                                            Page
                                                                            ----
                                                                              


President's Letter .......................................................    1

Schedule of Investments in Securities ....................................  2,3

Statement of Assets and Liabilities ......................................    4

Statement of Operations ..................................................    5

Statements of Changes in Net Assets ......................................    6

Selected Per Share Data and Ratios .......................................    7

Notes to Financial Statements ............................................ 8-10

<PAGE>   2
Dear ASM Fund Shareholder,

    In my last two letters to shareholders I spoke of the favorable factors
that appeared in the stock market. Conventional wisdom at the end of last year
was pessimistic. Some professionals expressed a view that in 1996 we could not
enjoy a strong year after the market's performance in 1995. We did not agree. so
far this year, the large companies in which our Fund invests are continuing to
provide impressive returns.

    The Fund believes this results from several factors. These include the
continued increase in corporate earnings and the positive estimates anticipated
for such earnings through 1997. We feel that the business diversification of
the thirty companies in our portfolio has benefited from the expanding global
economy and that the United States has improved its competitive position around
the world resulting in growth opportunities for our investments.

    There have been several stock splits this year. Since we hold equal shares
in the portfolio, a split reduces the exposure to the higher priced stocks.
This has the effect of making the portfolio more efficiently diversified and
conservative.

    We have noted that the average dividends for the Dow companies are at a
relatively low level. Many stock market observers consider this a bad sign for
future stock prices. We disagree. For the most part the companies in which we
invest are utilizing their cash to grow and to buy back their own stock instead
of paying dividends. We welcome these actions and believe this is a reflection
of their confidence in their businesses. We share that confidence.

    Relative lack of volatility is also a reward for investing in
well-established companies. The recent extreme changes in prices in certain
sectors remind us of the difference between long-term investing and
speculating. Staying to our course of investing in the thirty companies that
make up the "Dow" should continue to be rewarding.


Very truly yours,




Steven H. Adler
President
                                                                       page 1
<PAGE>   3

                                 ASM FUND, INC.
                            PORTFOLIO OF INVESTMENTS
                           APRIL 30, 1996 (UNAUDITED)

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                      % of Total

                                      Net Assets             Shares                Value
                                      ------------         ------------         ------------

<S>          <C>                            <C>                 <C>                <C>    
Common Stocks--  97.2%

Aerospace                                   9.70%
             Boeing Company                                      4,755              390,504
             United Technologies Corp.                           4,755              525,428
                                                                                -----------
                                                                                    915,932
                                                                                -----------
Auto and Truck                              2.70%
             General Motors Corporation                          4,755              257,959
                                                                                -----------
Banking                                     4.20%
             J. P. Morgan & Co., Inc.                            4,755              400,014
                                                                                -----------
Beverage                                    4.10%
             Coca-Cola Company                                   4,755              387,532
                                                                                -----------
Chemical                                    6.40%
             E. I. DuPont de Nemours & Co.                       4,755              382,183
             Union Carbide Corporation                           4,755              216,352
                                                                                -----------
                                                                                    598,535
                                                                                -----------
Consumer Products                           4.30%
             Proctor & Gamble Company                            4,755              401,798
                                                                                -----------

Drugs and Hospital Supplies                 3.10%
             Merck & Co., Inc.                                   4,755              287,678
                                                                                -----------
Electrical Equipment                        4.90%
             General Electric Corp.                              4,755              368,513
             Westinghouse Electric Corp.                         4,755               89,751
                                                                                -----------
                                                                                    458,264
                                                                                -----------
Entertainment and Leisure                   3.10%
             Walt Disney Company                                 4,755              294,810
                                                                                -----------
Financial Services                          2.50%
             American Express Company                            4,755              230,618
                                                                                -----------
Machinery                                   3.20%
             Caterpillar, Inc.                                   4,755              304,320
                                                                                -----------
Metals and Mining                           3.10%
             Aluminum Company of America                         4,755              296,593
                                                                                -----------
</TABLE>

                                                                          page 2
<PAGE>   4


- --------------------------------------------------------------------------------
                                 ASM FUND, INC.
                      PORTFOLIO OF INVESTMENTS, (CONTINUED)
                           APRIL 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                   % of Total
                                                   Net Assets         Shares              Value
                                                  -------------    -------------       -----------
<S>          <C>                                       <C>               <C>        <C>          
COMMON STOCKS (CONTINUED)

Office Equipment                                         5.40%
             International Business Machines                              4,755      $     511,163
                                                                                       -----------

Oil-International                                       11.50%
             Chevron Corporation                                          4,755            275,790
             Exxon Corporation                                            4,755            404,175
             Texaco, Inc.                                                 4,755            406,553
                                                                                       -----------
                                                                                         1,086,518
                                                                                       -----------
Paper                                                    2.00%
             International Paper Company                                  4,755            189,606
                                                                                       -----------
Photography                                              3.90%
             Eastman Kodak Co.                                            4,755            363,757
                                                                                       -----------
Restaurant                                               2.40%
             McDonald's Corp.                                             4,755            227,645
                                                                                       -----------
Retail                                                   3.50%
             Sears, Roebuck & Company                                     4,755            237,156
             Woolworth Corp. (A)                                          4,755             90,939
                                                                                       -----------
                                                                                           328,095

Steel                                                    0.70%
             Bethlehem Steel Corp. (A)                                    4,755             64,787
                                                                                       -----------
Telecommunications                                       3.10%
             American Telephone & Telegraph Co.                           4,755            291,244
                                                                                       -----------
Tire and Rubber                                          2.60%
             Goodyear Tire & Rubber                                       4,755            247,854
                                                                                       -----------
Tobacco                                                  4.50%
             Philip Morris Companies, Inc.                                4,755            428,544
                                                                                       -----------
Diversified                                              6.30%
             Allied-Signal, Inc.                                          4,755            276,384
             Minnesota Mining & Manufacturing Co.                         4,755            312,641
                                                                                       -----------
                                                                                           589,025
                                                                                       -----------

Total common stocks (cost - $9,202,750)                 97.20%                           9,162,291
Other assets less liabilities                            2.80%                             260,966
                                                  -------------                        -----------

TOTAL NET ASSETS                                       100.00%                       $   9,423,257
                                                  =============                        ===========

</TABLE>

(A) Non-income producing security
See accompanying Notes to Financial Statements.                           page 3

<PAGE>   5
- --------------------------------------------------------------------------------
                                 ASM FUND, INC.

                       STATEMENT OF ASSETS AND LIABILITIES

                           APRIL 30, 1996 (UNAUDITED)

- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>

<S>                                                   <C>  
ASSETS:

Investments at market value
     (cost of $9,202,750)                              $ 9,162,291
Cash                                                         5,757
Receivable for securities sold                             191,443
Receivable for capital stock sold                          219,906
Dividends receivable                                        10,722
Prepaid expense                                             46,834
                                                       -----------

             Total Assets                                9,636,953
                                                       -----------


LIABILITIES:

Payable for capital stock redeemed                         213,696
                                                       -----------

             Total Liabilities                             213,696
                                                       -----------


NET ASSETS - Equivalent to $13.14 per share
based on 716,920 shares of $.001 par
value capital stock outstanding (authorized
capital stock - 1,000,000,000 shares)                  $ 9,423,257
                                                       ===========



NET ASSETS CONSIST OF:
Capital paid-in                                        $ 9,878,077
Accumulated net realized loss on investments              (407,209)
Net unrealized depreciation on investments                 (40,459)
Distributions in excess of net investment income            (7,152)
                                                       -----------


NET ASSETS                                             $ 9,423,257
                                                       ===========
</TABLE>




See acompanying Notes to Financial Statements.                            page 4

<PAGE>   6
- --------------------------------------------------------------------------------
                                 ASM FUND, INC.
                             STATEMENT OF OPERATIONS
                   SIX MONTHS ENDED APRIL 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

<S>                                                       <C>  
INVESTMENT INCOME:
  Dividends                                                $   153,463
  Interest                                                      10,255
                                                           -----------

                 Total investment income                       163,718
                                                           -----------

EXPENSES:
  Investment advisory fees                                      41,576

  Legal fees                                                    28,934

  Audit fees                                                    14,693

  Custodian fees                                                14,924

  Printing and postage                                          11,252

  Transfer agent and accounting fees                            14,520

  Registration and filing fees                                  17,665

  Amortization of organization expense                          11,607

  Trustee fees                                                   2,876

  Administrative fees                                            3,328

  Other expenses                                                 5,224
                                                           -----------
                 Total expenses                                166,599

Less:
  Reimbursement of expenses by advisor

                                                               (43,330)
                                                           -----------
                 Total expenses - net                          123,269
                                                           -----------
                 Investment income - net                        40,449
                                                           -----------


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Net realized gain                                          2,189,472

  Change in unrealized depreciation of investment             (494,979)
                                                           -----------
  Net gain on investments                                    1,694,493
                                                           -----------


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS       $ 1,734,942
                                                           ===========

</TABLE>

See accompanying Notes to Financial Statements.                           page 5

<PAGE>   7
- --------------------------------------------------------------------------------
                                 ASM FUND, INC.
                       STATEMENT OF CHANGES IN NET ASSETS
   SIX MONTHS ENDED APRIL 30, (UNAUDITED) 1996 AND YEAR ENDED OCTOBER 31, 1995
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                 APRIL 30,         OCTOBER 31,
                                                                   1996 *             1995
                                                              ---------------   ----------------

<S>                                                             <C>                 <C>         
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
  Net investment income                                         $     40,449        $      2,868
  Net realized gain from investment transactions                   2,189,472             753,136
  Net change in unrealized appreciation (depreciation)
     of investments                                                 (494,979)            424,306
                                                                ------------        ------------
     Net increase in net assets resulting from operations          1,734,942           1,180,310
                                                                ------------        ------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
  Net investment income                                              (47,601)            (23,980)
  Distributions in excess of net investment income                        --             (66,021)
                                                                ------------        ------------
     Total dividends and distributions                               (47,601)            (90,001)
                                                                ------------        ------------
CAPITAL SHARE TRANSACTIONS:
  Net proceeds from shares sold                                   24,379,984          29,998,335
  Reinvestment of dividends                                           42,100              81,452
  Cost of redemptions                                            (26,390,194)        (28,742,989)
                                                                ------------        ------------
     Net increase (decrease) in net assets
        resulting from capital share transactions                 (1,968,110)          1,336,798
                                                                ------------        ------------
Total increase (decrease) in net assets                             (280,769)          2,427,107

NET ASSETS:
  Beginning of period                                              9,704,026           7,276,919
                                                                ------------        ------------
  End of period (including accumulated net investment
     loss of $7,152 in April 1996 and $0 in October 1995)       $  9,423,257        $  9,704,026
                                                                ============        ============
CHANGES IN SHARES OUTSTANDING:
  Shares sold                                                      1,878,623           2,975,479
  Shares issued in connection with
     payment of dividends                                              3,175               7,929
  Shares redeemed                                                 (2,018,594)         (2,873,468)
                                                                ------------        ------------
Net increase (decrease)                                             (136,796)            109,940
                                                                ============        ============

</TABLE>


*  Unaudited.

See accompanying Notes to Financial Statements.                           page 6
<PAGE>   8
- --------------------------------------------------------------------------------
                                 ASM FUND, INC.

                              FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                            SIX
                                       MONTHS ENDED
                                         APRIL 30,                  YEARS ENDED OCTOBER 31,
                                         --------------------------------                      ----------------
SELECTED PER SHARE DATA                    1996 (D)       1995       1994        1993      1992       1991 (B)
                                         ----------------------------------------------------------------------
<S>                                        <C>       <C>         <C>       <C>         <C>         <C>                
Net asset value, beginning of period       $  11.37  $    9.78   $  10.07  $     9.23  $8.93       $10.00
                                         ----------------------------------------------------------------------
  Income (loss) from investment operations
  Net investment income                        0.03          -       0.56        0.43      0.26           0.09
  Net gains or (losses) on securities
     (both realized and unrealized)            1.77       1.77      (0.16)       0.88      0.20          (1.16)
                                         ----------------------------------------------------------------------
     Total from investment operations          1.80       1.77       0.40        1.31      0.46          (1.07)
                                         ----------------------------------------------------------------------
  Less distributions from
  Net investment income                       (0.03)     (0.05)     (0.52)      (0.47)    (0.16)           -

  In excess of net investment income              -      (0.13)         -           -         -            -
  Return of capital                               -          -      (0.17)          -         -            -
                                         ----------------------------------------------------------------------
     Total distributions                      (0.03)     (0.18)     (0.69)      (0.47)    (0.16)           -
                                         ----------------------------------------------------------------------
Net asset value, end of period             $  13.14   $  11.37  $    9.78  $    10.07  $   9.23        $  8.93
                                         ======================================================================
TOTAL RETURN                                  15.83%     18.10%      3.97%      14.65%     5.10%    (17.74%)(A)
                                         ======================================================================
RATIOS/SUPPLEMENTAL DATA

Net assets, end of period (000)               9,423      9,704      7,277      17,085     6,583          1,325
Ratio of expenses to average
   net assets*                            1.77% (A)    3.01%**       0.75%       0.75%     0.75%      0.75% (A)
Ratio of net investment income to
   average net assets*                    0.58% (A)      0.04%       2.17%       3.35%     2.41%      0.97% (A)
Portfolio turnover rate ***               402%  (A)       340%       1193%        642%      405%         1% (A)
Number of shares outstanding
   at the end of period                    716,920     853,716    743,776   1,696,044   713,816        148,399
Average commission rate (C)                $0.0992
</TABLE>

* Net of expense reimbursement. If the expense reimbursement had not been in
effect, the ratio of expenses to average net assets would have been 2.40%,
5.94%, 2.55%, 2.86%, 3.91% and 26.09% for the six months ended April 30, 1996
and for the years ended 1995, 1994, 1993, 1992 and 1991, respectively, and the
ratio of net investment income to average net assets would have been 1.11% in
1993 and would not have been meaningful for the six months ended April 30, 1996
and for the years ended 1995, 1994, 1992 and 1991 because the Fund would have
incurred losses.

** Includes $50,460 of interest expense not subject to the expense
reimbursement agreement.

*** The ASM Fund continues to be as fully invested in equities as possible.
Therefore, almost all Fund portfolio turnover is a result of purchases and
sales of securities necessary for settlement of transactions requested by Fund
shareholders.
(A) Ratios are annualized.
(B) From February 13, 1991, inception of operations.
(C) For fiscal years beginning on or after September 1, 1995, a fund is required
to disclose its average commission rate per share for security trades on which
commissions are charged.
(D) Unaudited.

See accompanying Notes to Financial Statements.                           page 7
<PAGE>   9
                                 ASM FUND, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 1996
                                   (UNAUDITED)

ASM Fund, Inc. (the "Fund") was incorporated in Maryland on April 25, 1990 and
is registered under the Investment Company Act of 1940, as amended, as an
open-end diversified management investment company.

1. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements. The policies are in
conformity with generally accepted accounting principles. Preparation of the
financial statements includes the use of management estimates.

SECURITY VALUATION

Portfolio securities are listed on a national securities exchange and are stated
at the last reported sales price on the day of valuation.

SECURITY TRANSACTIONS

The Fund records purchases of investments one business day after trade date and
sale of investments on the trade date. Realized gains and losses on sales of of
investments are calculated on the identified cost basis. Interest income is
recognized on the accrual basis, and dividend income is recorded on the
ex-dividend date.

DISTRIBUTIONS TO SHAREHOLDERS

Distributions to shareholders are recorded on the ex-dividend date.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consists of cash on deposit with the custodian and
investments in repurchase agreements.

FEDERAL INCOME TAXES

The Fund intends to comply with the requirements of the Internal Revenue Code
that are applicable to Regulated Investment Companies and to distribute all of
its taxable income to shareholders. Therefore, no Federal income tax provision
is required. There were no accumulated undistributed net realized gains on
investment transactions at October 31, 1995.

                                                                          page 8
<PAGE>   10
                                 ASM FUND, INC.
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                 APRIL 30, 1996
                                   (UNAUDITED)

2.    INVESTMENT ADVISORY FEES

       The Fund has an investment and management agreement (the "Agreement")
with Vector Index Advisors, Inc. (the "Advisor"). The Advisor is entitled to
receive a fee, accrued daily and payable monthly at an annual rate of .60 of 1%
of the Fund's average daily net assets.
       The Advisor provides continuous supervision of the investment portfolio
and pays the cost of compensation of the officers of the Fund, occupancy and
certain clerical and administrative costs involved in portfolio management. The
Fund bears all other costs and expenses.
       Certain officers and directors of the Fund are also officers and
directors of the Advisor. The Agreement provides for an expense reimbursement
from the Advisor if the Fund's total expenses, exclusive of taxes, interest on
borrowings, dividends on securities sold short, brokerage commissions, and
extraordinary expenses, exceed a certain percentage of the Fund's average daily
net assets for any full fiscal year. Under state expense limitation applicable
to the Fund, the Advisor is required to limit expenses of the Fund to 2.5% of
average net assets for the first $30,000,000 and 2.0% of the average net assets
for the next $70,000,000. Such state law provisions exclude items such as,
taxes, interest, brokerage commissions, and extraordinary expenses from such
limitations. Although not required to do so, the Advisor voluntarily reimbursed
the Fund $43,330 for the six months ended April 30, 1996.
     In November 1995, a regional office of the Securities and Exchange
Commission advised the Advisor that it intended to recommend administrative
proceedings against the Advisor, on the ground that the carrying by the Fund of
receivables owed from the Advisor, constituted an improper loan to the Advisor.
Without admitting to the allegation, the Advisor and it's president have offered
to settle the matter by paying a fine of $10,000 and agreeing to a cease and
desist order intended to prevent a repetition of the challenged activities.
There can be no assurance that the Securities and Exchange Commission will
accept the proposed settlement. Management does not expect the ultimate
disposition of this matter to have a material adverse impact on the Advisor or
the Fund.

                                                                          page 9
<PAGE>   11
                                 ASM FUND, INC.
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                 APRIL 30, 1996
                                   (UNAUDITED)

3.   INVESTMENT TRANSACTIONS

     For the six months ended April 30, 1996, purchases and sales of investments
securities, (excluding short-term securities) were $25,449,850 and $27,336,010,
respectively.
     As of April 30, 1996, the aggregate cost of investments for financial
reporting purposes approximated the cost for Federal income tax purposes and net
unrealized appreciation (depreciation) for Federal income tax purposes was
comprised of the following:

          Gross Unrealized Appreciation of Investments       $ 114,374
          Gross Unrealized Depreciation of Investments        (154,833)
                                                             ---------
          Net Unrealized Depreciation of Investments         $ (40,459)
                                                             =========


4.   DEFERRED ORGANIZATION EXPENSES

   Organization expenses in the amount of $175,320 were initially paid by the
Advisor and were reimbursed by the Fund. These costs have been deferred and are
being amortized over a sixty-month period. During the amortization period, the
proceeds of any redemption of the original shares will be reduced by a pro rata
portion of the then unamortized organizational expenses based on the ratio of
the shares redeemed to the total initial shares outstanding immediately prior to
the redemption.

                                                                         page 10


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