NEW USA MUTUAL FUNDS INC
N-30D, 1996-09-09
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<PAGE>   1
                       CHAIRMAN'S LETTER TO SHAREHOLDERS


Dear Shareholder:

The first half of 1996 has been both a challenging and rewarding time for the
New USA Growth Fund.


During the first six months of our fiscal year (ended 7/31/96), we generated a
10.9% return*.  These results were particularly gratifying when compared to the
lackluster performance of the broader averages. Over this same period, the S&P
was down 0.62% and the NASDAQ Composite was off 1.96%.

In previous letters, we have stressed that our size, investment style and
database tools allow us to respond rapidly to changing market conditions.
Accordingly, we were able to quickly reduce our investment in a number of
high-technology former leaders in 1996, thereby minimizing our exposure to the
painful corrections experienced by many of these stocks. This kind of nimble
stock selection has helped cushion us from the sharp volatility in the NASDAQ
market in recent months.

Despite this volatility, we remain optimistic that the market will provide an
ample number of growth opportunities over the next year. In this environment,
additional groups should emerge as new leaders in coming months, giving us a
fresh assortment of investment choices.

Once again, we would like to thank our shareholders for their faith in our
stewardship and encourage our current and prospective holders to view us as a
long-term investment. As always, we remain dedicated to our goal of
outperforming both the broader averages and our peer group competitors.



Sincerely,


William J. O'Neil
Chairman





*            The Fund's average annual total return from its inception date
             (04/29/92) to 06/30/96 was 15.2%.  The Fund's average annual total
             return for the one year period ending 06/30/96 was 33.6%.  All
             Fund returns quoted include the deduction of the maximum 5% sales
             charge.  Past performance is no guarantee of future results.
             Investment return and principal value will fluctuate so that, when
             redeemed, an investor's shares may be worth more or less than
             their original costs.  
             
             The Fund's Distributor is William O'Neil + Co. Incorporated, a 
             member of the NYSE, NASD and SIPC.
<PAGE>   2





                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>   3
NEW USA GROWTH FUND
SCHEDULE OF INVESTMENTS IN SECURITIES
JULY 31, 1996
(UNAUDITED)

<TABLE>
<CAPTION>
         SHARES                                               MARKET
         HELD                                                 VALUE
         <S>                                                <C>
                 COMMON STOCKS - 86.42%
                 AEROSPACE/DEFENSE - 3.42%
         75,000  Boeing Co.                                 $6,637,500
                                                            ----------

                 Auto Manufacturing/
                   Foreign - 0.99%
         20,000  Honda Motor Limited, ADR                      960,000
         20,000  Toyota Motor Co., ADR                         970,000
                                                            ----------
                                                             1,930,000
                                                            ----------

                 Building-Mobile/
                   Manufacturing & RV - 0.99%
         30,000  American Homestar Corp. +                     573,750
         37,500  Coachmen Industries Inc.                    1,359,375
                                                            ----------
                                                             1,933,125
                                                            ----------
                 Chemicals/Basic - 0.04%
          3,000  Nuco2 Inc. +                                   76,500
                                                            ----------

                 Commercial Services/
                   Miscellaneous - 0.87%
         30,000  Clintrials Research Inc. +                  1,125,000
         20,000  Robert Half International
                  Inc. +                                       565,000
                                                            ----------
                                                             1,690,000
                                                            ----------

                 Commercial Services/Security/
                   Safety - 0.02%
          1,500  Invision Technologies Inc. +                   31,125
                                                            ----------

                 Commercial Services/
                   Schools - 0.82%
         85,050  Youth Services International
                  Inc. +                                     1,594,687
                                                            ----------

                 Computer/Hardware - 1.13%
         40,000  Compaq Computer Corp. +                     2,190,000
                                                            ----------

                 Computer/Integrated
                    Systems - 3.45%
         45,500  HCIA Inc. +                                 2,604,875
        105,000  Oracle Systems Corp. +                      4,108,125
                                                            ----------
                                                             6,713,000
                                                            ----------

                 Computer/Local Area
                 Networks - 0.24%
         30,000  Vanstar Corp. +                               472,500
                                                            ----------
                                                               
</TABLE>


The accompanying notes are an integral part of this statement.





<TABLE>
<CAPTION>
         SHARES                                               MARKET
         HELD                                                 VALUE
         <S>                                                 <C>
                 Computer/Mini/Micro - 1.14%
         40,000  Dell Computer Corp. +                      $2,220,000
                                                            ----------

                 Computer/Peripheral
                   Equipment - 0.13%
         10,000  Encad Inc. +                                  241,250
                                                            ----------

                 Computer/Services - 2.71%
         20,000  Envoy Corp. New +                             475,000
         78,200  HBO & Co.                                   4,789,750
                                                            ----------
                                                             5,264,750
                                                            ----------

                 Computer/Software - 7.37%
         45,400  Access Health Marketing Inc. +              1,918,150
         32,500  Cambridge Technology
                  Partners Inc. +                              853,125
          5,000  Citrix Systems Inc. +                         188,750
         95,600  McAfee Associates Inc. +                    4,803,900
         25,000  Parametric Technology Corp. +               1,040,625
         31,000  Transaction Systems Architects
                  Inc. +                                       976,500
        105,000  Vantive Corp. +                             4,541,250
                                                            ----------
                                                            14,322,300
                                                            ----------

                 Electronics/Scientific
                   Instruments. - 0.57%
         35,000  Input/Output Inc. +                         1,102,500
                                                             ---------

                 Electronics/Semiconductor
                   Manufacturing - 4.56%
        103,500  DSP Communications Inc. +                   4,825,687
         40,000  Intel Corp.                                 3,005,000
         40,000  Vitesse Semiconductor
                  Corp. +                                    1,040,000
                                                             ---------
                                                             8,870,687
                                                             ---------

                 Electrical/Equipment - 1.41%
         55,000  Robbins & Myers Inc.                        2,750,000
                                                             ---------

                 Finance/Consumer Loans - 0.07%
         20,000  First Enterprise Financial
                  Group+                                       145,000
                                                               -------
</TABLE>





The accompanying notes are an integral part of this statement.

<PAGE>   4


<TABLE>
<CAPTION>
         SHARES                                             MARKET
         HELD                                               VALUE
         <S>                                               <C>
                 Finance/Mortgage & Realty
                   Services - 6.82%
        107,500  Aames Financial Corp.                     $ 4,219,375
        207,500  Cityscape Financial Group +                 6,847,500
         65,000  GreenTree Financial Corp.                   2,185,625
                                                            ----------
                                                            13,252,500
                                                            ----------

                 Financial Services/
                   Miscellaneous - 0.70%
         16,900  Concord EFS Inc. +                            430,950
         25,000  Medaphis Corp. +                              928,125
                                                            ----------
                                                             1,359,075
                                                            ----------

                 Household/Office
                   Furniture - 1.37%
        129,600  Bush Industries Inc.                        2,494,800
          5,000  Miller Herman Inc.                            160,313
                                                            ----------
                                                             2,655,113
                                                            ----------

                 Insurance/Accident &
                   Health - 0.69%
         65,000  American Travellers Corp. +                 1,340,625
                                                            ----------

                 Leisure/Movies &
                   Related - 2.95%
        135,100  Regal Cinemas Inc. +                        5,741,750
                                                            ----------

                 Medical/Biomed/
                   Genetics - 1.85%
         55,000  Amgen Inc. +                                3,004,375
         20,000  Biochem Pharmaceuticals
                  Inc. +                                       597,500
                                                            ----------
                                                             3,601,875
                                                            ----------

                 Medical/Ethical Drugs - 1.62%
         45,000  Pfizer Inc.                                 3,144,375
                                                            ----------

                 Medical/Outpatient/
                   Home Care - 0.87%
         55,000  Phycor Inc. +                               1,691,250
                                                            ----------

                 Metal/Processing &
                   Fabrication - 1.39%
         60,000  Kaydon Corp.                                2,707,500
                                                            ----------

                 Metal/Steel Pipe & Tube - 0.38%
          5,000  Maverick Tube Corp. +                          60,625
         25,000  Shaw Group Inc. +                             678,125
                                                            ----------
                                                               738,750
                                                            ----------
</TABLE>


                  The accompanying notes are an integral part of this statement.



<TABLE>
<CAPTION>
          SHARES                                             MARKET
          HELD                                               VALUE
         <S>                                                <C>
                 Oil & Gas/Drilling - 4.09%
         85,000  Diamond Offshore Drilling
                  Inc. +                                    $ 4,016,250
         40,000  Ensco International Inc. +                   1,080,000
        140,000  Reading & Bates Corp. +                      2,852,500
                                                             ----------
                                                              7,948,750
                                                             ----------

                 Oil & Gas/Field Services - 1.17%
         67,500  Tidewater Inc.                               2,278,125
                                                             ----------

                 Oil & Gas/Machinery/
                   Equipment - 0.48%
         20,000  Cooper Cameron Corp. +                         925,000
                                                             ----------

                 Oil & Gas/U.S. Exploration &
                   Products - 2.15%
         72,600  Belco Oil & Gas Corp. +                      2,087,250
         58,000  Benton Oil & Gas Co. +                       1,145,500
         50,000  Swift Energy Co. +                             950,000
                                                             ----------
                                                              4,182,750
                                                             ----------

                 Pollution Control/
                   Services - 2.00%
         43,500  Newpark Resources Inc. +                     1,430,063
         58,000  Sanifill Inc. +                              2,457,750
                                                             ----------
                                                              3,887,813
                                                             ----------

                 Retail/Apparel &
                   Shoes - 6.30%
        210,600  Gadzooks Inc. +                              5,107,050
         30,000  Gap Inc.                                       892,500
         61,000  Just For Feet Inc. +                         2,394,250
         90,000  Ross Stores Inc.                             2,655,000
         40,000  TJX Cos. Inc.                                1,205,000
                                                             ----------
                                                             12,253,800
                                                             ----------

                 Retail/Department
                   Stores - 0.21%
         15,000  Neiman Marcus Group Inc. +                     403,125
                                                             ----------

                 Retail/Discount &
                   Variety - 1.17%
         47,500  Dollar Tree Stores Inc. +                    1,377,500
         12,500  Party City Corp. +                             256,250
         30,000  Stein Mart Inc. +                              637,500
                                                             ----------
                                                              2,271,250
                                                             ----------

                 Retail/Mail Order &
                   Direct - 0.71%
         40,000  CUC International Inc. +                     1,390,000
                                                             ----------
</TABLE>


The accompanying notes are an integral part of this statement.

<PAGE>   5
<TABLE>
<CAPTION>
         SHARES                                              MARKET
         HELD                                                VALUE
         <S>                                                 <C>
                 Retail/Miscellaneous/
                   Diversified - 3.07%
        205,000  Pier 1 Imports Inc.                         $3,459,375
        101,500  The Sports Authority Inc. +                  2,042,687
         25,000  Urban Outfitters Inc. +                        468,750
                                                             ----------
                                                              5,970,812
                                                             ----------

                 Retail/Restaurants - 1.31%
         67,500  Boston Chicken Inc. +                        1,788,750
         33,000  Landry's Seafood Restaurant Inc. +             734,250
          1,000  Planet Hollywood
                   International Inc. +                          24,375
                                                             ----------
                                                              2,547,375
                                                             ----------
                 Retail/Wholesale
                   Computers - 2.16%
         45,000  CDW Computer Centers Inc. +                  2,480,625
         30,000  CompUSA Inc. +                               1,185,000
         10,000  Inacom Corp. +                                 222,500
          5,000  Pomeroy Computer
                  Resources +                                    81,250
         10,000  Tech Data Corp. +                              221,250
                                                             ----------
                                                              4,190,625
                                                             ----------

                 Retail/Wholesale/Building
                   Products - 2.67%
         80,000  Home Depot Inc.                              4,040,000
         35,000  Hughes Supply Inc.                           1,141,875
                                                             ----------
                                                              5,181,875
                                                             ----------

                 Retail/Wholesale/
                   Jewelry - 1.62%
        110,000  Claire's Stores Inc.                         3,148,750
                                                             ----------

                 Shoes/Related Apparel - 3.32%
         80,000  Fila Holdings S.p.A, ADR                     6,450,000
                                                             ----------

                 Soap/Cleaning
                   Preparation - 1.01%
         54,000  USA Detergents Inc. +                        1,971,000
                                                             ----------

                 Steel/Producers - 0.45%
         60,000  Lone Star Technologies Inc. +                  870,000
                                                             ----------
</TABLE>



The accompanying notes are an integral part of this statement.




<TABLE>
<CAPTION>
         SHARES                                             MARKET
         HELD                                               VALUE
         <S>                                                <C>
                 Telecommunications/
                   Services - 2.13%
        160,000  Worldcom Inc. Georgia +                     $4,140,000
                                                             ----------

                 Textile/Apparel
                   Manufacturing - 0.57%
         40,000  Nautica Enterprises Inc. +                   1,100,000
                                                             ----------


                 Transportation/Air
                   Freight - 0.60%
         30,000  Atlas Air Inc. +                             1,162,500
                                                             ----------

                 Trucks and Parts/Heavy
                   Duty - 0.66%
         35,000  Miller Industries Inc. +                     1,277,500
                                                             ----------

                 Total Common Stocks
                   (cost $161,248,401)                      167,968,787
                                                            -----------
</TABLE>



<TABLE>
<CAPTION>
CONTRACT
VALUE
<S>              <C>                                         <C>
                 REPURCHASE AGREEMENT - 15.23%
$ 29,602,678     Repurchase Agreement dated
                   7/31/96 with State Street Bank
                   and Trust Co., 4.75%, due
                   8/01/96, collateralized by
                   United States Treasury Bill
                   Discount Note, due 1/01/97
                   (market value $30,935,000)
                   (repurchase proceeds $29,606,584)
                   (cost $29,602,678)                         29,602,678
                                                             -----------

                 TOTAL INVESTMENTS AND
                   REPURCHASE AGREEMENT--
                   101.65%
                   (cost $190,851,079)                       197,571,465
                 OTHER ASSETS LESS
                   LIABILITIES--(1.65)%                       (3,207,340)
                                                            ------------

                 NET ASSETS--100.00%$                       $194,364,125
                                                            ============
</TABLE>

+ Non-income producing security.


The accompanying notes are an integral part of this statement.
<PAGE>   6
<TABLE>
<CAPTION>
NEW USA GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES
JULY 31, 1996
(UNAUDITED)

<S>                                                        <C>
ASSETS:
Investments in securities, at value
 (cost $161,248,401) (Note 1) . . . . . . . . . . . . . .  $167,968,787
Repurchase agreement (Note 1) . . . . . . . . . . . . . .    29,602,678
                                                           ------------
   Total investments and repurchase
    agreement . . . . . . . . . . . . . . . . . . . . . . . 197,571,465
                                                           ------------
Receivable for securities sold  . . . . . . . . . . . . . . . 6,850,445
Receivable for Fund shares sold . . . . . . . . . . . . . . . . 147,314
Deferred organization expenses -
 net (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . .  50,424
Prepaid expenses  . . . . . . . . . . . . . . . . . . . . . . .  41,236
Dividends receivable  . . . . . . . . . . . . . . . . . . . . .  18,325
Interest receivable . . . . . . . . . . . . . . . . . . . . . . . 3,906
Other receivables . . . . . . . . . . . . . . . . . . . . . . . . 6,096
                                                                  -----
           Total Assets . . . . . . . . . . . . . . . . . . 204,689,211
                                                           ------------

LIABILITIES:
Payable for securities purchased  . . . . . . . . . . . . . . 9,556,380
                                                                       
Payable for Fund shares redeemed  . . . . . . . . . . . . . . . 315,631
Investment management fee
 payable (Note 2) . . . . . . . . . . . . . . . . . . . . . . . 172,068
Distributor fee payable (Note 2)  . . . . . . . . . . . . . . .  69,153
Administration fee payable (Note 2) . . . . . . . . . . . . . .  35,693
Other accrued expenses and
  liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 176,161
                                                           ------------
           Total Liabilities  . . . . . . . . . . . . . . .  10,325,086
                                                           ------------
NET ASSETS  . . . . . . . . . . . . . . . . . . . . . . .  $194,364,125
                                                           ============
Net assets consist of:
Capital stock, $0.01 par value;
 200,000,000 shares authorized,
 12,174,940 shares issued and
 outstanding (Note 4) . . . . . . . . . . . . . . . . . .  $    121,749
Additional paid-in capital  . . . . . . . . . . . . . . .   137,119,215
Accumulated realized gain
 on investments - net . . . . . . . . . . . . . . . . . . .  50,402,775
Unrealized appreciation on
 investments - net  . . . . . . . . . . . . . . . . . . . . . 6,720,386
                                                           ------------

NET ASSETS  . . . . . . . . . . . . . . . . . . . . . . .  $194,364,125
                                                           ============

Net asset value and redemption
 price per share  . . . . . . . . . . . . . . . . . . . .  $      15.96
                                                           ============
Maximum offering price
 per share  . . . . . . . . . . . . . . . . . . . . . . .  $      16.80
                                                           ============
</TABLE>


The accompanying notes are an integral part of this statement.

<TABLE>
<CAPTION>
NEW USA GROWTH FUND
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JULY 31, 1996
(UNAUDITED)
<S>                                                         <C>
INVESTMENT INCOME (NOTE 1):
Interest    . . . . . . . . . . . . . . . . . . . . . . . . $   167,201
Dividends (net of foreign withholding
 tax of $7,203) . . . . . . . . . . . . . . . . . . . . . . . . 158,249
Miscellaneous income  . . . . . . . . . . . . . . . . . . . . .  19,367
                                                                 ------
                                                                344,817
                                                                -------
EXPENSES:
Investment management fees (Note 2) . . . . . . . . . . . . . 1,019,953
Distribution fees (Note 2)  . . . . . . . . . . . . . . . . . . 548,955
Transfer agent fees . . . . . . . . . . . . . . . . . . . . . . 148,293
Administration fees (Note 2)  . . . . . . . . . . . . . . . . . 102,225
Custodian fees  . . . . . . . . . . . . . . . . . . . . . . . .  85,831
Professional fees . . . . . . . . . . . . . . . . . . . . . . .  34,875
Amortization of deferred organization
 expenses (Note 1)  . . . . . . . . . . . . . . . . . . . . . .  33,868
Directors' fees . . . . . . . . . . . . . . . . . . . . . . . .  19,512
Reports to shareholders . . . . . . . . . . . . . . . . . . . .  12,999
Registration fees . . . . . . . . . . . . . . . . . . . . . . .  12,309
Other expenses  . . . . . . . . . . . . . . . . . . . . . . . .  64,492
                                                              ---------
           Total expenses excluding interest  . . . . . . . . 2,083,312
                                                                       
           Interest expense (Note 5)  . . . . . . . . . . . . . 295,930
                                                              ---------
           Total expenses . . . . . . . . . . . . . . . . .   2,379,242
                                                              ---------
Net investment loss . . . . . . . . . . . . . . . . . . . .  (2,034,425)
                                                              ---------

REALIZED AND UNREALIZED
 GAIN (LOSS) ON INVESTMENTS
 (NOTES 1 AND 3):
Net realized gain from
  securities transactions . . . . . . . . . . . . . . . . . . 36,164,243
                                                                        
Change in unrealized appreciation on
 investments - net  . . . . . . . . . . . . . . . . . . . .  (13,912,698)
                                                              ----------
Net realized and unrealized gain on
 investments  . . . . . . . . . . . . . . . . . . . . . . . . 22,251,545
                                                              ----------
NET INCREASE IN NET ASSETS
 RESULTING FROM
 OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . .  $20,217,120
                                                             ===========
</TABLE>


The accompanying notes are an integral part of this statement.

<PAGE>   7

NEW USA GROWTH FUND
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                SIX MONTHS ENDED     YEAR ENDED
                                                                                 JULY 31, 1996     JANUARY 31, 1996
                                                                                 (UNAUDITED)          (AUDITED)
<S>                                                                             <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment loss . . . . . . . . . . . . . . . . . . . . . . . .             $ (2,034,425)        $(4,207,619)
Realized gain on securities, futures
         and short sales transactions - net . . . . . . . . . . . .               36,164,243          56,852,165
Change in unrealized appreciation
         on investments - net . . . . . . . . . . . . . . . . . . .              (13,912,698)         12,032,523
                                                                              --------------      --------------
         Net increase in net assets resulting from operations . . .               20,217,120          64,677,069
                                                                              --------------      --------------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net realized gain on securities, futures,
         short sales and options transactions . . . . . . . . . . .                 --               (27,138,147)
                                                                              -------------          ----------- 

FROM FUND SHARE TRANSACTIONS (Note 4):
Net proceeds from shares sold . . . . . . . . . . . . . . . . . . .              11,619,094           12,165,690
Shares issued to shareholders in
         reinvestment of distributions  . . . . . . . . . . . . . .                 --                24,126,151
Payments for shares redeemed  . . . . . . . . . . . . . . . . . . .             (22,339,180)         (59,079,462)
                                                                             --------------       --------------
         Net decrease in net assets from Fund share transactions  .             (10,720,086)         (22,787,621)
                                                                             --------------       --------------
         Net increase in net assets . . . . . . . . . . . . . . . .               9,497,034           14,751,301
                                                                             --------------       --------------
NET ASSETS:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . .             184,867,091          170,115,790
                                                                             --------------       --------------
End of period       . . . . . . . . . . . . . . . . . . . . . . . .            $194,364,125         $184,867,091 
                                                                             ==============       ==============
</TABLE>



The accompanying notes are an integral part of this statement.

<PAGE>   8
NEW USA GROWTH FUND
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JULY 31, 1996
(UNAUDITED)


<TABLE>
<S>                                                                                          <C>
CASH FLOWS PROVIDED BY (USED FOR) OPERATING ACTIVITIES:
 Interest and dividends received    . . . . . . . . . . . . . . . . . . . . . . . .          $     337,757
 Expenses paid    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             (2,372,030)
                                                                                             ------------- 
  Net cash used for operating activities  . . . . . . . . . . . . . . . . . . . . .             (2,034,273)
                                                                                             ------------- 

CASH FLOWS PROVIDED BY (USED FOR) INVESTING ACTIVITIES:
 Purchase of portfolio securities   . . . . . . . . . . . . . . . . . . . . . . . .           (462,969,999)
 Sales and maturities of portfolio securities   . . . . . . . . . . . . . . . . . .            490,359,330
                                                                                             ------------- 
  Net cash flows provided by investing activities   . . . . . . . . . . . . . . . .             27,389,331
                                                                                             ------------- 

CASH FLOWS PROVIDED BY (USED FOR) FINANCING ACTIVITIES:
 Proceeds from borrowings   . . . . . . . . . . . . . . . . . . . . . . . . . . . .             75,575,000
 Payments against borrowings    . . . . . . . . . . . . . . . . . . . . . . . . . .            (89,575,000)
 Proceeds from capital stock shares sold    . . . . . . . . . . . . . . . . . . . .             11,590,622
 Cost of capital stock shares redeemed    . . . . . . . . . . . . . . . . . . . . .            (22,945,680)
                                                                                             ------------- 
  Net cash flows used for financing activities    . . . . . . . . . . . . . . . . .            (25,355,058)
                                                                                             ------------- 
NET DECREASE IN CASH  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                --
CASH AT BEGINNING OF PERIOD   . . . . . . . . . . . . . . . . . . . . . . . . . . .                --  
                                                                                             ------------- 
CASH AT END OF PERIOD   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          $     --  
                                                                                             ============= 

RECONCILIATION OF NET INCREASE IN NET ASSETS RESULTING
 FROM OPERATIONS TO NET CASH FLOWS USED FOR
 OPERATING ACTIVITIES:
Net increase in net assets resulting from operations  . . . . . . . . . . . . . . .          $  20,217,120
Net realized gain on investments  . . . . . . . . . . . . . . . . . . . . . . . . .            (36,164,243)
Decrease in unrealized appreciation   . . . . . . . . . . . . . . . . . . . . . . .             13,912,698
Increase in interest and dividends receivable   . . . . . . . . . . . . . . . . . .                 (8,167)
Decrease in prepaid expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . .                  9,674
Increase in other receivables   . . . . . . . . . . . . . . . . . . . . . . . . . .                 (6,096)
Increase in accrued expenses and other payables . . . . . . . . . . . . . . . . . .                  4,741
                                                                                             ------------- 
 Net cash provided by operating activities  . . . . . . . . . . . . . . . . . . . .          $  (2,034,273)
                                                                                             ============= 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 Cash paid during the period for interest   . . . . . . . . . . . . . . . . . . . .          $     295,930
                                                                                             ============= 
</TABLE>



The accompanying notes are an integral part of this statement.

<PAGE>   9
- -------------------------------------------------------------------------------
NEW USA GROWTH FUND
FINANCIAL HIGHLIGHTS
SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                           
                                                                                                           APRIL 29, 1992*
                                                SIX MONTHS ENDED            YEAR ENDED JANUARY 31,            THROUGH
                                                  JULY 31, 1996      ----------------------------------      JANUARY 31,
                                                  (UNAUDITED)          1996          1995        1994           1993
                                                  -----------        --------     ---------    --------    ---------------
<S>                                                  <C>             <C>          <C>           <C>           <C>
PER SHARE OPERATING
    PERFORMANCE:
Net asset value, beginning of period  . . . . .    $  14.39          $  11.63     $  12.88      $  13.20       $  12.00
                                                   --------          --------     --------      --------       --------
Income from investment operations:
    Net investment loss   . . . . . . . . . . .       (0.17)            (0.37)       (0.15)        (0.14)         (0.01)
    Net realized and unrealized gain (loss) on
     securities, futures, short sales and options
     transactions   . . . . . . . . . . . . . .        1.74              5.54        (1.10)         1.27           1.21
                                                   --------          --------     --------      --------       --------
Total from investment operations  . . . . . . .        1.57              5.17        (1.25)         1.13           1.20
Less distributions to shareholders from:
    Net realized gain on securities, futures,
     short sales and options transactions   . .         --              (2.41)         --          (1.45)           --
                                                   --------          --------       ------      --------       --------
Total distributions . . . . . . . . . . . . . .         --              (2.41)         --          (1.45)           --
                                                   --------          --------       ------      --------       --------
Net asset value, end of period  . . . . . . . .    $  15.96          $  14.39       $11.63      $  12.88       $  13.20
                                                   ========          ========       ======      ========       ========

TOTAL INVESTMENT RETURN (a) . . . . . . . . . .       10.90%            44.61%       (9.70)%        8.92%         10.00% (b)

RATIOS AND SUPPLEMENTAL DATA:
Ratio of interest expense to average net assets        0.29% (c)         0.49%          --            --             --
Ratio of distribution fees to average net assets       0.54% (c)         0.60%        0.61%         0.51%          0.56% (c)
Ratio of net expenses (excluding interest expense
    and distribution fees) to average net assets       1.50% (c)         1.60%        1.51%         1.60%          1.65% (c)
                                                      ------           ------        -----        ------           ----
Ratio of net expenses to average net assets            2.33% (c)         2.69%        2.12%         2.11%          2.21% (c)(d)
                                                      ======           ======        =====        ======           ====
Ratio of net investment loss to average net assets    (1.99)%(c)        (2.32)%      (0.63)%       (1.02)%        (0.18)%(c)(d)
Borrowings, end of period (millions)  . . . . .         --   (e)        $14.0 (e)      --            --             --
Average amount of borrowings outstanding
    during the period (millions)  . . . . . . .       $15.4  (e)        $15.7 (e)      --            --             -- 
Average number of shares outstanding
    during the period (millions)  . . . . . . .        12.4  (e)         12.4 (e)      --            --             -- 
Average amount of borrowings per
    share during the period (000's)   . . . . .       $1.24  (e)        $1.27 (e)                
Portfolio turnover rate . . . . . . . . . . . .      209.21% (b)       525.28%      344.45%       395.15%        280.66%
Average commission rate (f)   . . . . . . . . .      $0.048  (f)          --           --            --             --
Net assets, end of period (000's) . . . . . . .    $194,364          $184,867     $170,116      $266,605       $295,590
</TABLE>

- -------------------------------------------------------------------------------
*    Commencement of operations.
(a)  Assumes investment at the net asset value at the beginning of the period,
     reinvestment of all dividends and distributions, a complete redemption of
     the investment at the net asset value at the end of the period and no
     sales charge.  Total return would be reduced if a sales charge were taken
     into account.  Total return for a period of less than one year is not
     annualized.
(b)  Non-annualized.
(c)  Annualized.
(d)  For the period April 29, 1992 through January 31, 1993, the Manager
     reimbursed expenses in the amount of $254,725.  Had the Manager not
     reimbursed expenses for that period the annualized ratio of net operating
     expenses to average net assets and the annualized ratio of net investment
     loss to average net assets would have been 2.35% and (0.31)%,
     respectively.
(e)  Averages computed on a weighted average daily basis.
(f)  For fiscal years beginning on or after September 1, 1995, a fund is
     required to disclose its average commission rate per share for trades on 
     which commissions are charged.

The accompanying notes are an integral part of this statement
<PAGE>   10

NEW USA GROWTH FUND
NOTES TO FINANCIAL STATEMENTS

1.  SIGNIFICANT ACCOUNTING POLICIES        New USA Mutual Funds, Inc. (the
"Company"), a Maryland corporation, was organized on December 30, 1991 as a
diversified, open end management investment company registered under the
Investment Company Act of 1940, as amended. The Company has established one
fund series to date: New USA Growth Fund (the "Fund") (formerly The New USA
Mutual Fund), which commenced operations on April 29, 1992. O'Neil Data
Systems, Inc. is the parent company of William O'Neil + Co. Incorporated (WON +
Co.) (the Fund's "Distributor") and New USA Research & Management Co. (the
Fund's "Manager"). The Fund seeks capital growth by investing, under normal
market conditions, the majority of its assets in the common stock of companies
that are exhibiting accelerating earnings growth and are expected to continue
to achieve superior growth in earnings and/or revenues.

         Effective May 15, 1996, the name of the Fund was changed to New USA
Growth Fund.

         The following is a summary of significant accounting policies followed
by the Fund.

Investment Valuation: Portfolio securities listed on national securities
exchanges are valued at the last sale price on the business day as of which
such value is being determined or, lacking any sales, at the closing bid price
on such day. Portfolio securities traded in the over-the-counter market are
valued at the current or last bid price. If no bid is quoted on such day, the
security is valued by such method as the Board of Directors of the Company
shall determine in good faith to reflect the security's fair value.  Index
options are valued at the last sale price or, in the absence of a sale, the
last bid price. Short-term debt securities having a maturity of 60 days or less
from the valuation date are valued at amortized cost which approximates market
value. Portfolio securities for which market quotations are not readily
available are valued as determined in good faith by or under the direction of
the Board of Directors.

Index Futures Contracts: The Fund may purchase or sell index futures contracts
for the purpose of hedging the market risk on existing portfolio holdings or
the intended purchase of securities. Futures contracts are contracts to buy or
sell units of an index at a specified date at a price agreed upon when the
contract is made. Upon entering into a contract, the Fund deposits with its
custodian or broker an amount of "initial margin" of cash and liquid assets to
guarantee delivery and payment of the futures contract. Subsequent payments to
and from the broker, called "variation margin", are made on a daily basis as
the value of the contract fluctuates. Such receipts or payments are recorded by
the Fund as unrealized gains or losses. When the contract is closed or expires,
the Fund records a realized gain or loss equal to the difference between the
value of the contract at the time it was opened and the value at the time it
was closed or expired. Risks of entering into futures contracts include the
possibility that a change in the value of the contract may not correlate with
the changes in the value of the underlying securities. As of July 31, 1996,
there were no futures contracts held.

Options on Indices: The Fund may purchase call and put options on any
securities indices for hedging purposes only. To hedge the Fund's portfolio
against a decline in value, the Fund may buy puts on stock indices; to hedge
against increases in equity price pending investment in additional equities,
the Fund may buy calls on stock indices. Upon the purchase of a call option or
a protective put option by the Fund, the premium paid is recorded as an
investment, and subsequently marked-to-market to reflect the current market
value of the option. If an option which the Fund has purchased expires on the
stipulated expiration date, the Fund will realize a loss in the amount of the
cost of the option. If the Fund enters into a closing sale transaction, the
Fund will realize a gain or loss, depending on whether the sale proceeds from
the closing sale transaction are greater or less than the cost of the option.
If the Fund exercises a purchased call or put option, the Fund will realize a
gain or loss based on the change in the value of the index. As of July 31,
1996, there were no options contracts held.
<PAGE>   11
Short Sales: The Fund may engage in short sale transactions. A short sale is
effected when it is believed that the price of a particular security will
decline, and involves the sale of a security which the Fund does not own in the
hope of purchasing the same security at a later date at a lower price. To make
delivery to the buyer, the Fund must borrow the security.  The Fund is then
obligated to return the security to the lender, and therefore must subsequently
purchase the same security. Upon entering into a short sale, the Fund must
leave the proceeds from the short sale with the broker, and must also deposit
with the broker a certain amount of cash or U.S. Government securities to
collateralize its obligation to replace the borrowed securities which have been
sold. In addition, the Fund must deposit cash or U.S. Government securities as
collateral in a segregated account with its custodian in an amount such that
the value of both collateral deposits is at all times equal to 100% of the
current market value of the securities sold short.  If the price of the
security sold short increases between the time of the short sale and the time
the Fund replaces the borrowed security, the Fund will incur a capital loss,
and if the price declines during this period, the Fund will realize a capital
gain. The Fund may also sell securities short  "against the box" in which it
owns, or has the right to acquire at no additional cost, securities identical
to those sold short. As of July 31, 1996, there were no open short sales.

Security Transactions and Investment Income: Security transactions are recorded
on the dates the transactions are entered into (the trade dates). Realized
gains and losses on security transactions are determined on the identified cost
basis. Dividend income is recorded on the ex-dividend date. Interest income is
determined on the basis of interest accrued, premium amortized and discount
earned.

Dividends and Distributions to Shareholders: The Fund records all distributions
to shareholders from net investment income and realized gains on the
ex-dividend date. Such distributions are determined in conformity with income
tax regulations which may differ from the generally accepted accounting
principals.  These differences are primarily due to differing treatments for
losses deferred due to wash sales and excise tax regulations.

Federal Income Taxes: It is the Fund's policy to comply with the special
provisions of Subchapter M of the Internal Revenue Code applicable to regulated
investment companies. As provided therein, in any fiscal year in which the Fund
so qualifies and distributes at least 90% of its taxable income, the Fund (but
not the shareholders) will be relieved of Federal income tax on the income
distributed. Accordingly, no provision for income taxes has been made. In order
to avoid imposition of the excise tax applicable to regulated investment
companies, it is also the Fund's intention to declare as dividends in each
calendar year at least 98% of its net investment income and 98% of its net
realized capital gains plus undistributed amounts from prior years.

Deferred Organization Expenses: Expenses of organization have been capitalized
and are being amortized on a straight-line basis over five years.

Repurchase Agreements: A repurchase agreement is an instrument under which the
purchaser acquires a security but agrees at the time of purchase to sell back
the security to the seller at an agreed-upon date, price and interest rate. It
is the policy of the Fund that the custodian takes possession of the underlying
collateral securities. Collateral is marked-to-market daily to ensure that the
market value of the underlying assets, including accrued interest is at least
equal to the value of the seller's repurchase obligation.  In the event of a
bankruptcy or other default of the seller of a repurchase agreement, the Fund
could experience both delays in liquidating the underlying securities and
losses. These losses would equal the contract value of the repurchase agreement
and accrued interest, net of any proceeds received in liquidation of the
underlying securities. To minimize the possibility of loss, the Fund enters
into repurchase agreements only with commercial banks and registered
broker/dealers deemed to be creditworthy by the Manager and only with respect
to obligations of the U.S. government or its agencies. Refer to the Fund's
Schedule of Investments for the contract value of
<PAGE>   12
repurchase agreements and accrued interest as of July 31, 1996.

Use of Estimates: The preparation of these financial statements in accordance
with generally accepted accounting principles incorporates estimates made by
management in determining the reported amounts of assets, liabilities,
revenues, and expenses of the Fund.

2. AGREEMENTS WITH AFFILIATES AND OTHER PARTIES    Under the terms of the
Investment Management Agreement (the "Manage-ment Agreement") between the Fund
and the Manager, the Manager has agreed to provide investment management and
advisory services, subject to the policies and control of the Board of
Directors. The Management Agreement also requires the Manager to provide the
Fund with office space and certain administrative services and provide the
personnel needed by the Fund with respect to the Manager's responsibilities
under the Management Agreement with the Fund. For these services and
facilities, the Fund pays the Manager a management fee, computed and accrued
daily and paid monthly, based upon the average daily net assets of the Fund at
the following annual rates: 1% on the first $500 million of net assets and
0.75% on net assets exceeding $500 million.

         Certain states in which shares of the Fund are qualified for sale
impose limitations on expenses (including management fees) of the Fund. The
most restrictive annual expense limitation requires that the Manager reimburse
the Fund to the extent that expenses exceed 2.5% of the Fund's first $30
million of average net assets, 2.0% of the Fund's next $70 million of average
net assets, and 1.5% of the average net assets in excess of $100 million,
subject to a formula that permits the Fund to exclude certain expenses from
that calculation. There was no reimbursement of expenses by the Manager for the
six months ended July 31, 1996.

         Any deferrals made by the Manager in its fees and any  payments by the
Distributor of Rule 12b-1 expenses are subject to recoupment or reimbursement
by the Fund within the following three fiscal years, provided the Fund is able
to effect such recoupment or reimbursement and remain in compliance with
applicable expense limitations, provided the Manager is still at that time
serving in such capacity and provided the payment of such expenses (or the
recoupment of such fee) would not affect the Fund's tax status or otherwise
have an adverse tax impact on the Fund or its shareholders.

         The Fund has adopted a Distribution Plan (the "Plan") pursuant to Rule
12b-1 under the Investment Company Act of 1940. The purpose of the Plan is to
permit the Fund to compensate the Distributor for services provided and
expenses incurred by it in promoting the sale of shares of the Fund, reducing
redemptions, or maintaining or improving services provided to shareholders by
the Distributor or dealers. The Plan provides for monthly payments by the Fund
to the Distributor, subject to the authority of the Fund's Board of Directors
to reduce the amount of payments or to suspend the Plan for such periods as
they may determine. The amount of any such reimbursement by the Fund is limited
under the Plan to 0.25% for service fees and 0.75% for all other permissible
distribution expenses of the Fund's average net assets annually, and is also
subject to state expense limitations.

         The Distributor acts as the Fund's principal underwriter in a
continuous public offering of the Fund's shares. For the six months ended July
31, 1996, the Distributor earned $49,024 in underwriting and broker commissions
on sales of the Fund's shares.  Additionally, the Distributor earned $88,115 in
soft dollar commissions as broker on trades of portfolio securities for the six
months ended July 31, 1996.

         The Fund has entered into an Administration Agreement with State
Street Bank and Trust Company (the Fund's "Administrator") dated May 1, 1993.
The Administrator performs, or arranges for the performance of, certain
administrative services for the Fund, including maintaining the books and
records of the Fund, and preparing certain reports and other documents required
by federal and/or state laws and regulations. For these services, the Fund pays
the Administrator a fee at an annual rate of 0.10% of the Fund's average daily
net assets up to $125 million, 0.08%
<PAGE>   13
of the next $125 million, and 0.04% of those assets in excess of $250 million,
subject to certain minimum requirements.

         Certain officers and/or directors of the Fund are officers and/or
directors of O'Neil Data Systems, Inc., WON + Co. and/or New USA Research &
Management Co.

3. INVESTMENT TRANSACTIONS        Purchases and proceeds from sales of
investments, excluding short-term securities, for the six months ended July 31,
1996, were $425,757,913 and $484,418,002 , respectively. At July 31, 1996, net
unrealized appreciation for Federal income tax purposes aggregated $6,720,386
of which $13,658,653 related to appreciated securities and $6,938,267 related
to depreciated securities. The aggregate cost of investments at July 31, 1996
for Federal income tax purposes was $161,248,401.

4. FUND SHARE TRANSACTIONS        Proceeds and payments of Fund shares as shown
in the Statements of Changes in Net Assets are the result of the following
share transactions:

<TABLE>
<CAPTION>
                                     Six Months         Year Ended
                                   Ended July 31,       January 31,
                                        1996                1996      
                                   --------------       -----------
<S>                                     <C>                 <C>
Shares sold . . . . .                   693,321             809,986
Shares reinvested from
  distributions   . .                   --                1,691,876
Less shares
  redeemed  . . . . .                (1,360,847)         (4,283,992)
                                     ----------          ----------
Net decrease
  in shares
  outstanding   . . .                  (667,526)         (1,782,130)
                                     ----------          ----------
</TABLE>

5. LINE OF CREDIT         The Fund established a revolving line of credit with
First Interstate Bank, enabling the Fund to borrow up to $30,000,000 with
interest at either the prime rate minus 2% or the bank's adjusted cost of funds
rate. In addition, the Fund is required to pay an annual fee of 0.125% of the
unused portion on a quarterly basis. The average daily loan balance was
$15,355,442, at a weighted average interest rate of 6.25%. The maximum loan
outstanding during the six months ended July 31, 1996 was $26,225,000.
<PAGE>   14
                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>   15
                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>   16


NEW USA MUTUAL FUNDS, INC.
DIRECTORS AND OFFICERS

William J. O'Neil                    Chairman of the Board, Chief Executive
                                     Officer and Director

Jerry Dackerman                      Director

James H. Macklin                     Director

Jong S. Park, M.D.                   Director

Fredrick M. Russo, M.D.              Director

Margaret R. Harries                  Senior Vice President and Secretary

David Ryan                           Senior Vice President

Natalie D. Carter                    Chief Financial Officer

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

Investment                           New USA Research & Management Co.
Manager                              12655 Beatrice Street
                                     Los Angeles, California  90066

Distributor                          New USA Mutual Funds Distributor
                                     A Division of
                                     William O'Neil + Co. Incorporated
                                     12655 Beatrice Street
                                     Los Angeles, California  90066

Administrator                        State Street Bank and Trust Company
                                     1776 Heritage Drive
                                     North Quincy, Massachusetts  02171

Transfer Agent                       State Street Bank and Trust Company
                                     1776 Heritage Drive
                                     North Quincy, Massachusetts  02171

Auditors                             Arthur Andersen LLP
                                     One International Place
                                     Boston, Massachusetts  02110

Legal Counsel                        Gibson, Dunn & Crutcher
                                     333 South Grand Avenue
                                     Los Angeles, California  90071


This report is not authorized for use as an offer of sale or a solicitation of
an offer to buy shares of the Fund unless accompanied or preceded by the Fund's
current prospectus.  Past performance results shown in this report should not
be considered a representation of future performance.  Investment return and
principal value of shares, when redeemed, may be worth more or less than their
original cost.


========================================

                           NEW USA MUTUAL FUNDS, INC.
                                  1-800-222-2872



                           NEW USA MUTUAL FUNDS, INC.





                              New USA Growth Fund

                               Semi-Annual Report

                                 July 31, 1996


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