PRICE T ROWE BLUE CHIP GROWTH FUND INC
N-30D, 1995-02-06
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<PAGE>                                                                         
                                                                               
                                                                               
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T. ROWE PRICE                                                                  
100 East Pratt Street                                                          
Baltimore, Maryland 21202                                                      
                                                                               
This report is authorized for distri-bution only to shareholders and to others 
who  have  received  a  copy  of the prospectus of the T. Rowe Price Blue Chip 
Growth Fund.                                                                   
                                                                               
                                                                               
[logo]                                                                         
BCG                                                                            
                                                                               
                                                                               
Annual Report                                                                  
[logo]                                                                         
Blue Chip Growth                                                               
Fund                                                                           
                                                                               
December 31, 1994                                                              
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
Fellow Shareholders                                                            
                                                                               
The  past  year was challenging for equity funds, with the average growth fund 
posting  negative  returns for the three and 12 months ended December 31. Your 
Fund  performed  reasonably  well  in  this  environment  with modest positive 
returns.  The  Fund's  performance  for  the year lagged that of the unmanaged 
Standard  & Poor's 500 Stock Index, but exceeded the Lipper peer group average 
by a significant margin, as shown below.                                       
                                                                               
Performance Comparison                                                         
                                                                               
                                                  Periods Ended                
                                                    12/31/94                   
                                               3 Months  12 Months             
                                               -------------------             
Blue Chip Growth Fund                             0.3%      0.8%               
S&P 500                                           0.0       1.3                
Lipper Growth Fund Average                       -1.3      -2.2                
- ------------------------------------------------------------------             
                                                                               
YEAR-END DISTRIBUTIONS                                                         
The  Fund's  Board  of  Directors declared a dividend of $0.11 per share and a 
short-term  capital  gain distribution of $0.11 per share, payable December 29 
to  shareholders  of record on December 27. You should already have received a 
check  or  statement  reflecting  these distributions as well as your 1099-DIV 
reporting them for tax purposes.                                               
                                                                               
MARKET ENVIRONMENT                                                             
Rising  interest  rates  and  the  threat  of  higher  inflation  impeded  the 
performance  of  both  stocks  and  bonds  in  1994.  Short-term and long-term 
interest rates increased substantially, spurring investor concerns that robust 
U.S.  economic growth would lead to increased inflation and continued monetary 
tightening.  The  bankruptcy of Orange County, California, derivatives-related 
losses,  and  the  recent  devaluation of the Mexican peso also weighed on the 
financial markets.                                                             
    All  these factors challenged investors in 1994. Thirty-year U.S. Treasury 
bonds  provided  their  worst  returns  in recent history, and relatively flat 
stock  market performance masked substantial damage to many individual stocks. 
For  example,  the  price  of the typical U.S. stock declined by more than 20% 
during 1994.                                                                   
                                                                               
PORTFOLIO REVIEW                                                               
Our  focus remains on blue chip companies with the potential for above-average 
earnings  growth.  The  threat  of  inflation  and higher interest rates, and, 
ultimately, the possibility of an economic slowdown, has reinforced our belief 
that steady growth companies should perform relatively well.                   
    On  December  31,  your Fund held approximately 87.1% in common stocks and 
12.9% in cash reserves. The largest industry and company holdings are provided 
in tables following this letter.                                               
    Positive    contributors    to   fourth   quarter   performance   included 
pharmaceutical,  entertainment/leisure,  and  information  processing  stocks. 
Pharmaceutical  leaders  PFIZER  and SMITHKLINE BEECHAM performed well because 
they  have  strong  new  products that should help them increase earnings in a 
more  competitive  health care environment. In the entertainment/leisure area, 
DISNEY  and  MCDONALD'S, noted as poor performers in our third quarter report, 
both  rebounded. We had made additional purchases at depressed prices based on 
our  positive view of each company's fundamentals. FIRST FINANCIAL MANAGEMENT, 
a  leading  processor  of  credit card transactions, continues to benefit from 
rapidly  growing  card usage. Positions in computer software leaders MICROSOFT 
and AUTODESK also fared well.                                                  
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
    Shares  of  FEDERATED DEPARTMENT STORES, which had a strong third quarter, 
and  DAYTON  HUDSON  fell  in  the fourth quarter. Poor apparel sales, perhaps 
related  to  mild  fall  weather,  and  lackluster Christmas sales caused most 
retail  stocks  to perform poorly. However, sales and profits at Federated and 
Dayton  Hudson  were  near  company estimates, and investors may not yet fully 
recognize  the  favorable earnings growth outlook for each company. Federated, 
now  the largest U.S. department store company, will realize huge cost savings 
from  its  integration  of  Macy's.  Dayton  Hudson's  strong  discount  store 
operations  should  provide  more  earnings  visibility for the company as its 
California  operations improve. Major positions in NATIONSBANK and MELLON BANK 
also  underperformed  the  market as interest rates rose and investors trimmed 
financial  holdings  during the quarter. However, selected financial holdings, 
namely  AMERICAN INTERNATIONAL GROUP and CHEMICAL BANK, did well in the fourth 
quarter.                                                                       
    For  the 12-month period, the best performers were broadly dispersed among 
several  industries.  Health  care  stocks,  particularly  the  pharmaceutical 
sector,  enjoyed a good year. We purchased SmithKline Beecham, Pfizer, JOHNSON 
&  JOHNSON,  SCHERING-PLOUGH,  and  UNITED HEALTHCARE at depressed prices, and 
they subsequently generated strong gains. Consumer product giants GILLETTE and 
PROCTER  &  GAMBLE  also  fared  well.  Information  processing and technology 
companies  generally moved up, especially our holdings in Microsoft, Autodesk, 
MOTOROLA,  and  First  Financial  Management.  From  the manufacturing sector, 
DANAHER,  a  leading  maker  of  tools  and  industrial controls, boosted Fund 
performance.  Despite  the  lackluster  results  of many financial stocks, our 
shares of MONEY STORE and AMERICAN EXPRESS rose significantly.                 
    The   worst   performers  for  the  year  emerged  from  various  sectors. 
Manufacturer  ALLIEDSIGNAL  underperformed  the  broader  market,  as did many 
companies  with  cyclical  earnings.  Our  fourth largest holding, GREAT LAKES 
CHEMICAL,  had  a  poor  year  but is beginning to rebound as its fundamentals 
improve.   Although  not  among  our  worst  contributors,  several  declining 
financial stocks, namely TRAVELERS, MELLON BANK, FREDDIE MAC, and BANKAMERICA, 
collectively  hurt  Fund  performance.  PEPSICO had a poor year, but rebounded 
modestly in the fourth quarter.                                                
                                                                               
OUTLOOK                                                                        
We  begin  1995  with  a  generally  positive  outlook  toward the U.S. equity 
markets.  Earnings  are  growing  strongly  at  many  U.S.  companies, and the 
valuations of many issues appear reasonable.                                   
    We  recognize  that the Federal Reserve will probably raise interest rates 
at least once more in the next several months to fight off continuing signs of 
accelerating  inflation.  However,  the aggressive tone set by the Fed in 1994 
could  lead to some economic slowing, which would probably reduce the need for 
much more tightening.                                                          
    The  peso  devaluation  could damage the economies of Mexico and, perhaps, 
other  Latin American countries. Your Fund currently has no direct exposure to 
Mexican   or  Latin  American  stocks.  We  owned  TELEFONOS  DE  MEXICO  but, 
fortunately,  sold  our position well before the currency problems cropped up. 
Mexico's  problems  are  also  creating  weakness in some of our U.S. consumer 
product  holdings.  However,  we  believe the situation will be manageable for 
most  of these companies, as Mexico generally represents less than 5% of their 
operating earnings.                                                            
    Valuations  in  the  stock  market  remain  in  the upper portion of their 
historical  ranges.  Consequently,  accelerating  inflation,  higher  interest 
rates,  or  other crises could result in a significant correction or increased 
volatility  in  the  equity  markets.  Such  factors are inevitable aspects of 
equity  investing and can create opportunities to invest in solid companies at 
attractive valuations.                                                         
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
    Most important for your Fund, we expect continued earnings growth for many 
of  our  holdings regardless of the economic or interest rate environment. The 
consistent  compounding  of  earnings  should continue to provide increasingly 
attractive  valuations for selected stocks. In the search for promising growth 
stocks,  we  continue  to  target  companies  with  leading  market positions, 
seasoned  management, and strong financial fundamentals. We believe these blue 
chip companies will provide the basis for above-average stock performance over 
time.                                                                          
                                                                               
                        Respectfully submitted,                                
                                                                               
                        [signature]
                                                                               
                        Thomas H. Broadus, Jr.                                 
                        President and Chairman of the                          
                        Investment Advisory Committee                          
                                                                               
January 20, 1995                                                               
                                                                               
                                                                               
Sector Diversification*                                                        
December 31, 1994                                                              
                                                                               
                                               Percent of                      
                                               Net Assets                      
                                               ----------                      
Financial                                         17.9%                        
Consumer Nondurables                              22.3                         
Consumer Services                                 13.2                         
Consumer Cyclicals                                 1.7                         
Technology                                         5.8                         
Capital Equipment                                  9.9                         
Business Services & Transportation                 8.0                         
Energy                                             3.0                         
Process Industries                                 5.3                         
Reserves                                          12.9                         
- ---------------------------------------------------------                      
Total                                            100.0%                        
- ---------------------------------------------------------                      
*Sectors include securities listed as miscellaneous in the portfolio.          
                                                                               
                                                                               
Twenty-Five Largest Holdings                                                   
December 31, 1994                                                              
                                                                               
                                               Percent of                      
                                               Net Assets                      
                                               ----------                      
Pfizer                                            2.0%                         
First Financial Management                        1.9                          
NationsBank                                       1.7                          
Great Lakes Chemical                              1.7                          
Federated Department Stores                       1.7                          
Disney                                            1.7                          
McDonald's                                        1.7                          
GE                                                1.6                          
Philip Morris                                     1.6                          
SmithKline Beecham                                1.6                          
AlliedSignal                                      1.5                          
PepsiCo                                           1.4                          
Mellon Bank                                       1.4                          
Hubbell                                           1.4                          
Procter & Gamble                                  1.4                          
Danaher                                           1.3                          
Travelers                                         1.3                          
Schering-Plough                                   1.3                          
Norwest                                           1.3                          
Alco Standard                                     1.3                          
American Express                                  1.3                          
Emerson Electric                                  1.3                          
Dayton Hudson                                     1.3                          
Albertson's                                       1.2                          
Money Store                                       1.2                          
- ---------------------------------------------------------                      
Total                                            37.1%                         
- ---------------------------------------------------------                      
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
Fiscal-Year Performance Comparison                                             
[chart]                                                                        
A  line graph compares the 12/31/94 value of a hypothetical $10,000 investment 
made  in  the  Blue  Chip  Growth  Fund as its inception 6/30/93 and a similar 
investment  made concurrently in the S&P 500. At 12/31/94, the Fund investment 
would  have  been  worth  $11,524  the  Index investment would have been worth 
$10,635.                                                                       
                                                                               
                                                                               
Fiscal-Year Performance                                                        
Periods Ended December 31, 1994                                                
                                                                               
1 Year  Since Inception 6/30/93*                                               
- ------- ------------------------                                               
 0.80%           9.88%                                                         
- --------------------------------                                               
* Average Annual Compound Total Return                                         
                                                                               
Income  return  and  principal value represent past performance and will vary. 
Shares may be worth more or less at redemption than at original purchase.      
                                                                               
                                                                               
Portfolio Highlights                                                           
Three Months Ended December 31, 1994                                           
                                                                               
TEN LARGEST PURCHASES                                                          
                                  Cost                                         
                                --------                                       
Automatic Data Processing      $363,113                                       
Sun Healthcare*                 331,875                                        
Vodafone*                       313,673                                        
Foundation Health*              294,420                                        
Sara Lee*                       251,200                                        
Columbia/HCA Healthcare         247,365                                        
Emerson Electric                244,973                                        
Sealed Air*                     238,083                                        
U. S. HealthCare*               224,053                                        
Pfizer                          222,880                                        
- ----------------------------------------                                       
                                                                               
TEN LARGEST SALES                                                              
                                Proceeds                                       
                                --------                                       
Campbell**                     $359,466                                       
Telefonos de Mexico**           337,431                                        
GM**                            328,524                                        
American Greetings**            324,250                                        
Jones Apparel Group**           322,549                                        
First Union**                   316,077                                        
Fred Myer**                     295,523                                        
Talbots**                       237,210                                        
J.C. Penney**                   236,782                                        
Sears**                         232,897                                        
- ----------------------------------------                                       
*Position added                                                                
**Position eliminated                                                          
                                                                               
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
Statement of Net Assets (Value in thousands)                                   
T. Rowe Price Blue Chip Growth Fund / December 31, 1994                        
                                                                               
Common Stocks--87.1%                                                           
                                                                               
FINANCIAL--17.2%                                                               
                                                                  Value        
                                                                 ------        
BANK & TRUST--7.6%                                                             
     8,500 shs.   BankAmerica...................................   $336        
    12,000        Chemical Banking..............................    430        
    10,000        KeyCorp.......................................    250        
    10,000        MBNA..........................................    234        
    17,500        Mellon Bank...................................    536        
    15,000        NationsBank...................................    677        
    22,000        Norwest.......................................    514        
                                                                  2,977        
INSURANCE--3.0%                                                                
     4,400        American International Group..................    431        
     5,000        Chubb.........................................    387        
    12,500      * Mid Ocean Limited.............................    341        
                                                                  1,159        
FINANCIAL SERVICES--6.6%                                                       
    17,000        American Express..............................    501        
    15,000        Countrywide Credit............................    195        
     6,000        Fannie Mae....................................    437        
     9,000        Freddie Mac...................................    455        
    25,000        Money Store...................................    463        
    16,000        Travelers.....................................    520        
                                                                  2,571        
TOTAL FINANCIAL                                                   6,707        
                                                                               

CONSUMER NONDURABLES--21.6%                                                    

COSMETICS--0.8%                                                                
     4,000        Gillette......................................    299        

BEVERAGES--2.1%                                                                
     5,000        Coca-Cola.....................................    257        
    15,500        PepsiCo.......................................    562        
                                                                    819        

FOOD PROCESSING--0.7%                                                          
    11,000        Sara Lee......................................    278        

HOSPITAL SUPPLIES/                                                             
  HOSPITAL MANAGEMENT--3.0%                                                  
    12,000        Columbia/HCA Healthcare.......................    438        
     8,500      * Foundation Health.............................    264        
     3,000        U. S. HealthCare..............................    124        
     7,500        United HealthCare.............................    338        
                                                                  1,164        
PHARMACEUTICALS--8.4%                                                          
     2,500 shs. * Chiron........................................   $201        
     4,000        Eli Lilly.....................................    263        
     8,000        Johnson & Johnson.............................    438        
    10,000        Pfizer........................................    772        
    14,500      * Roberts Pharmaceutical........................    460        
     7,000        Schering-Plough...............................    518        
    18,000        SmithKline Beecham                                           
                    equity units ADR............................    617        
                                                                  3,269        
HEALTHCARE SERVICES--1.0%                                                      
    15,000      * Sun Healthcare................................    380        

MISCELLANEOUS CONSUMER PRODUCTS--5.6%                                          
     6,000        Colgate-Palmolive.............................    380        
    11,000        Mattel........................................    276        
    10,000        Newell........................................    210        
    11,000        Philip Morris.................................    633        
     5,000        PPG Industries................................    186        
     8,500        Procter & Gamble..............................    527        
                                                                  2,212        
TOTAL CONSUMER NONDURABLES                                        8,421        
                                                                               

CONSUMER SERVICES--13.2%                                                       

GENERAL MERCHANDISERS--1.9%                                                    
     7,000        Dayton Hudson.................................    495        
    12,000        Wal-Mart......................................    255        
                                                                    750        
SPECIALTY MERCHANDISERS--5.0%                                                  
    16,000        Albertson's...................................    464        
    34,000      * Federated Department Stores...................    655        
     7,500        Nordstrom.....................................    315        
     8,500        The Gap.......................................    259        
     8,500      * Toys "R" Us...................................    259        
                                                                  1,952        
ENTERTAINMENT & LEISURE--4.5%                                                  
    10,000      * Brinker.......................................    181        
    14,000        Disney........................................    646        
    22,000        McDonald's....................................    643        
    10,000      * Promus Companies..............................    310        
                                                                  1,780        
MEDIA & COMMUNICATIONS--1.8%                                                   
    10,000        Time Warner...................................    352        
    10,000        Vodafone ADR..................................    336        
                                                                    688        
TOTAL CONSUMER SERVICES                                           5,170        
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
                                                                               
CONSUMER CYCLICALS--1.5%                                                       

AUTOMOBILES & RELATED--1.5%                                                    
     5,000 shs.   Chrysler                                         $245        
     5,000        TRW...........................................    330        
                                                                    575        
TOTAL CONSUMER CYCLICALS                                            575        
                                                                               

TECHNOLOGY--5.1%                                                               

ELECTRONIC COMPONENTS--1.5%                                                    
     6,000        Motorola......................................    347        
     4,000      * Xilinx........................................    237        
                                                                    584        
ELECTRONIC SYSTEMS--1.4%                                                       
     2,000        Hewlett-Packard...............................    200        
    11,000        Honeywell.....................................    346        
                                                                    546        
TELECOMMUNICATIONS--0.7%                                                       
     5,000        LM Ericsson (Class B) ADR.....................    276        
                                                                               
AEROSPACE & DEFENSE--1.5%                                                      
    17,000        AlliedSignal..................................    578        

TOTAL TECHNOLOGY                                                  1,984        
                                                                               

CAPITAL EQUIPMENT--9.9%                                                        

ELECTRONIC EQUIPMENT--4.3%                                                     
     8,000        Emerson Electric..............................    500        
    12,500        GE............................................    637        
    10,000        Hubbell (Class B).............................    533        
                                                                  1,670        
MACHINERY --5.6%                                                               
    10,000      * Coltec Industries.............................    171        
    10,000        Danaher.......................................    523        
    15,000        Greenfield Industries.........................    360        
    12,000        Teleflex......................................    426        
    20,000        TriMas........................................    400        
     8,500      * Varity........................................    308        
                                                                  2,188      
TOTAL CAPITAL EQUIPMENT                                           3,858        
                                                                               

BUSINESS SERVICES & TRANSPORTATION--8.0%                                       

COMPUTER SERVICE & SOFTWARE--4.9%                                              
     8,000        Autodesk......................................    317        
     7,500        Automatic Data Processing.....................    439        
    12,000        First Financial Management....................    739        
     7,000      * Microsoft.....................................    428        
                                                                  1,923        
DISTRIBUTION SERVICES--1.3%                                                    
     8,000 shs.   Alco Standard.................................   $502        

TRANSPORTATION SERVICES--0.5%                                                  
    15,000      * Oxford Resources (Class A)....................    180        

MISCELLANEOUS BUSINESS SERVICES--0.6%                                          
     7,000      * Sealed Air....................................    254        

RAILROADS--0.7%                                                                
     3,700        CSX...........................................    257        

TOTAL BUSINESS SERVICES & TRANSPORTATION                          3,116        


ENERGY--2.5%                                                                   

ENERGY SERVICES--2.5%                                                          
    12,500      * Enterra.......................................    238        
    12,000        Halliburton...................................    397        
     7,000        Schlumberger..................................    353        
                                                                    988        
TOTAL ENERGY                                                        988        
                                                                               

PROCESS INDUSTRIES--4.8%                                                       

DIVERSIFIED CHEMICALS--0.9%                                                    
     6,000        DuPont........................................    338        

SPECIALTY CHEMICALS--3.0%                                                      
    11,500        Great Lakes Chemical..........................    655        
     8,000        Morton International..........................    228        
     5,000        Rohm & Haas...................................    286        
                                                                  1,169        
PAPER & PAPER PRODUCTS--0.9%                                                   
    18,000        Albany International (Class A)................    346        
                                                                               
TOTAL PROCESS INDUSTRIES                                          1,853        

MISCELLANEOUS--3.3%                                               1,291        
                                                                               
TOTAL COMMON STOCKS (COST $32,894)                               33,963        
                                                                               

Short-Term Investments--12.7%                                                  

CERTIFICATES OF DEPOSIT--2.5%                                                  
$1,000,000        Societe Generale, 5.80%, 3/1/95...............  1,000        

COMMERCIAL PAPER--7.6%                                                         
 1,000,000        Preferred Receivables                                        
                    Funding, 6.00%, 2/2/95......................    990        
   994,000        President & Fellows Harvard                                  
                    College, 6.00%, 1/3/95......................    993        
 1,000,000        U.S. West Communications,                                    
                    5.45%, 1/26/95..............................    987        
                                                                  2,970        
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
MEDIUM-TERM NOTES --2.6%                                                       
  $500,000        Huntington National Bank,                                    
                    VR, 6.05%, 4/6/95                              $500        
   500,000        Morgan Stanley Group,                                        
                    VR, 6.475%, 3/15/95.........................    500        
                                                                  1,000        
TOTAL SHORT-TERM INVESTMENTS (COST $4,970)                        4,970        
- -----------------------------------------------------------------------        
TOTAL INVESTMENTS IN SECURITIES--99.8%                                         
  (COST $37,864)                                                 38,933        
- -----------------------------------------------------------------------        
OTHER ASSETS LESS LIABILITIES ..................................    $45        
                                                                               
NET ASSETS CONSISTING OF:                                                      
Accumulated realized gains/losses--                                            
  net of distributions................     $10                                 
Net unrealized gain...................   1,069                                 
Paid-in-capital applicable to                                                  
3,508,919 shares of $0.0001 par value                                          
capital stock outstanding;                                                     
1,000,000,000 shares authorized.......  37,899                                 
                                       --------                                
                                                                               
NET ASSETS                                                      $38,978  
                                                               --------  
                                                               --------  
NET ASSET VALUE PER SHARE                                        $11.11  
                                                               --------  
                                                               --------  
- -----------------------------------------------------------------------      
 * Non-income producing                                                         
VR Variable rate                                                                
                                                                               
                                                                               
                                                                               
Statement of Operations                                                        
T. Rowe Price Blue Chip Growth Fund / Year Ended December 31, 1994             
                                                                               
                                               (Amounts in thousands)        
                                                                               
INVESTMENT INCOME                                                              
Income                                                                         
  Dividends........................................        $516                
  Interest.........................................         221                
                                                    -----------                
  Total income.....................................         737                
                                                    -----------                
                                                                               
Expenses                                                                       
  Shareholder servicing............................         122                
  Custody and accounting...........................          99                
  Investment management............................          76                
  Registrations....................................          30                
  Legal and auditing...............................          28                
  Prospectus and shareholder reports...............          18                
  Directors........................................           9                
  Proxy and annual meeting.........................           6                
  Miscellaneous....................................          13                
                                                    -----------                
  Total expenses...................................         401                
                                                    -----------                
Net investment income .............................         336                
                                                    -----------                
                                                                               
REALIZED AND UNREALIZED GAIN (LOSS)                                            
Net realized gain on securities ...................          43                
Change in net unrealized gain or loss
    on securities .................................        (116)   
                                                    -----------                
Net realized and unrealized loss...................         (73)               
                                                    -----------                
                                                                               
INCREASE IN NET ASSETS FROM OPERATIONS.............        $263                
                                                    -----------                
                                                    -----------                
- ---------------------------------------------------------------                
                                                                               
The accompanying notes are an integral part of these financial statements.     
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
Statement of Changes in Net Assets                                             
T. Rowe Price Blue Chip Growth Fund                                            
                                                                               
                                                             From June 30, 1993
                                                 Year Ended  (Commencement of  
                                                December 31,   Operations) to  
                                                    1994      December 31, 1993
                                                ------------ ------------------
                                                     (Amounts in thousands)   
INCREASE (DECREASE) IN NET ASSETS FROM                                        
Operations                                                                    
  Net investment income .......................     $336               $67   
  Net realized gain............................       43               703  
  Change in net unrealized gain or loss .......     (116)            1,185  
                                                ------------ ------------------
  Increase in net assets from operations.......      263             1,955  
                                                ------------ ------------------
Distributions to shareholders                                              
  Net investment income........................     (347)             (106)    
  Net realized gain............................     (405)             (298)    
                                                ------------ ------------------
  Decrease in net assets from distributions....     (752)             (404)    
                                                ------------ ------------------
Capital share transactions/1/                                              
  Shares sold..................................   24,029            25,060    
  Distributions reinvested.....................      719               389    
  Shares redeemed..............................   (9,992)           (2,492)   
                                                ------------ ------------------
Increase in net assets from capital share                                     
  transactions.................................   14,756            22,957     
                                                ------------ ------------------
Net equalization...............................       60                43    
                                                ------------ ------------------
Increase in net assets.........................   14,327            24,551    
                                                                           
NET ASSETS                                                                 
Beginning of period............................   24,651               100   
                                                ------------ ------------------
End of period..................................  $38,978           $24,651  
                                                ------------ ------------------
                                                ------------ ------------------
- -------------------------------------------------------------------------------
/1/Capital share transactions (number of shares)                          
  Shares sold..................................    2,138             2,377    
  Distributions reinvested.....................       65                35    
  Shares redeemed..............................     (888)             (228)   
                                                ------------ ------------------
  Increase in capital shares outstanding.......    1,315             2,184    
- -------------------------------------------------------------------------------
                                                                               
The accompanying notes are an integral part of these financial statements.     
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
Notes to Financial Statements                                                  
                                                                               
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES                                       
T.  Rowe  Price  Blue  Chip  Growth  Fund  (the  Fund) is registered under the 
Investment   Company  Act  of  1940  as  a  diversified,  open-end  management 
investment company.                                                            
                                                                               
A)  Valuation  -  Equity securities listed or regularly traded on a securities 
exchange  (including  Nasdaq) are valued at the last quoted sales price on the 
day the valuations are made. A security which is listed or traded on more than 
one  exchange  is valued at the quotation on the exchange determined to be the 
primary  market  for  such  security. Other equity securities and those listed 
securities  that  are  not  traded  on  a particular day are valued at a price 
within  the  limits  of the latest bid and asked prices deemed by the Board of 
Directors, or by persons delegated by the Board, best to reflect fair value.   
    Assets  and  liabilities  for  which  the  above  valuation procedures are 
inappropriate or are deemed not to reflect fair value are stated at fair value 
as determined in good faith by or under the supervision of the officers of the 
Fund, as authorized by the Board of Directors.                                 
                                                                               
B)  Other  - Income and expenses are recorded on the accrual basis. Investment 
transactions  are  accounted  for on the trade date. Realized gains and losses 
are reported on an identified cost basis. Dividend income and distributions to 
shareholders  are  recorded  by  the  Fund on the ex-dividend date. Income and 
capital  gain  distributions  are determined in accordance with federal income 
tax  regulations  and  may  differ  from  those  determined in accordance with 
generally  accepted  accounting  principles.  The Fund follows the practice of 
equalization  under  which  undistributed  net  investment income per share is 
unaffected by Fund shares sold or redeemed.                                    
                                                                               
NOTE 2 - INVESTMENT TRANSACTIONS                                               
Purchases  and  sales  of portfolio securities, other than short-term and U.S. 
Government  securities,  aggregated $34,407,000 and $20,440,000, respectively, 
for the year ended December 31, 1994.                                          
                                                                               
NOTE 3 - FEDERAL INCOME TAXES                                                  
No  provision  for  federal income taxes is required since the Fund intends to 
continue  to  qualify  as a regulated investment company and distribute all of 
its taxable income.                                                            
    In order for the Fund's capital accounts and distributions to shareholders 
to reflect the tax character of certain transactions, $49,000 of undistributed 
net  investment  income  was  reclassified  as  an increase to paid-in-capital 
during  the  year  ended  December 31, 1994. The results of operations and net 
assets were not affected by the reclassification.                              
    At December 31, 1994, the aggregate cost of investments for federal income 
tax  and  financial reporting purposes was $37,864,000 and net unrealized gain 
aggregated  $1,069,000, of which $2,349,000 related to appreciated investments 
and $1,280,000 to depreciated investments.                                     
    For  federal  income  tax  purposes  the  Fund paid distributions from net 
long-term  capital  gains  of  $34,000. This amount may differ from that cited 
elsewhere  in  this report due to differences in the calculation for financial 
reporting and federal income tax purposes.                                     
                                                                               
NOTE 4 - RELATED PARTY TRANSACTIONS                                            
The  investment  management  agreement  between  the  Fund  and  T. Rowe Price 
Associates,  Inc.  (the  Manager) provides for an annual investment management 
fee,  of  which  $3,000  was payable at December 31, 1994. The fee is computed 
daily  and paid monthly, and consists of an Individual Fund Fee equal to 0.30% 
of  average  daily  net  assets and a Group Fee. The Group Fee is based on the 
combined assets of certain mutual funds sponsored by the Manager or Rowe-Price 
Fleming  International, Inc. (the Group). The Group Fee rate ranges from 0.48% 
for  the  first  $1  billion  of  assets  to 0.31% for assets in excess of $34 
billion.  At  December  31,  1994,  and for the year then ended, the effective 
annual  Group  Fee rate was 0.34%. The Fund pays a pro rata share of the Group 
Fee based on the ratio of its net assets to those of the Group.                
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
    Under  the  terms  of  the investment management agreement, the Manager is 
required to bear any expenses through December 31, 1994, which would cause the 
Fund's  ratio  of  expenses  to average net assets to exceed 1.25%. Thereafter 
through  December  31, 1996, the Fund is required to reimburse the Manager for 
these  expenses,  provided that average net assets have grown or expenses have 
declined  sufficiently to allow reimbursement without causing the Fund's ratio 
of expenses to average net assets to exceed 1.25%. Pursuant to this agreement, 
$130,000  of management fees for the year ended December 31, 1994, and $83,000 
of  1993  management fees and expenses were not accrued by the Fund and remain 
subject to future reimbursement.                                               
    In addition, the Fund has entered into agreements with the Manager and two 
wholly-owned  subsidiaries of the Manager, pursuant to which the Fund receives 
certain  other  services.  The  Manager  computes  the  daily  share price and 
maintains  the  financial  records  of  the Fund. T. Rowe Price Services, Inc. 
(TRPS)  is  the  Fund's  transfer  and  dividend disbursing agent and provides 
shareholder  and administrative services to the Fund. T. Rowe Price Retirement 
Plan  Services,  Inc.  provides  subaccounting  and recordkeeping services for 
certain  retirement  accounts invested in the Fund. The Fund incurred expenses 
pursuant to these related party agreements totaling approximately $157,000 for 
the year ended December 31, 1994, of which $11,000 was payable at year end.    
                                                                               
                                                                               
Financial Highlights                                                           
T. Rowe Price Blue Chip Growth Fund                                            
                                                                               
                                                                               
                                                             From June 30, 1993
                                                Year Ended    (Commencement of 
                                                December 31,   Operations) to 
                                                   1994      December 31, 1993
                                                ------------ ------------------
NET ASSET VALUE, BEGINNING OF PERIOD...........  $11.24       $10.00     
                                                ------------ ------------------
Investment Activities                                                   
  Net investment income........................    0.12*        0.05*     
  Net realized and unrealized gain (loss)......   (0.03)        1.38     
                                                ------------ ------------------
  Total from Investment Activities.............    0.09         1.43     
                                                ------------ ------------------
                                                                           
Distributions                                                               
  Net investment income........................   (0.10)       (0.05)    
  Net realized gain............................   (0.12)       (0.14)    
                                                ------------ ------------------
  Total Distributions..........................   (0.22)       (0.19)    
                                                ------------ ------------------
NET ASSET VALUE, END OF PERIOD.................  $11.11       $11.24     
                                                ------------ ------------------
                                                ------------ ------------------
- -------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA                                                       
Total Return...................................     0.8%*       14.3%*   
Ratio of Expenses to Average Net Assets........    1.25%*       1.25%*[dagger]
Ratio of Net Investment Income to Average
   Net Assets..................................    1.05%*       0.80%*[dagger]
Portfolio Turnover Rate........................    75.0%        89.0%[dagger]
Net Assets, End of Period (in thousands).......  $38,978      $24,651    
- -------------------------------------------------------------------------------
[dagger]  Annualized                                                           
*  Excludes  expenses  in  excess  of  a 1.25% voluntary expense limitation in 
   effect through December 31, 1994.                                           
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
Report of Independent Accountants                                              
                                                                               
                                                                               
To the Board of Directors and Shareholders of                                  
T. Rowe Price Blue Chip Growth Fund, Inc.                                      
                                                                               
In  our  opinion,  the  accompanying  statement  of net assets and the related 
statements  of  operations  and  of changes in net assets and the selected per 
share  data  and  information  (which  appears  under  the  heading "Financial 
Highlights")  present fairly, in all material respects, the financial position 
of the T. Rowe Price Blue Chip Growth Fund, Inc. at December 31, 1994, and the 
results  of its operations, the changes in its net assets and the selected per 
share  data  and  information  for  each  of  the fiscal periods presented, in 
conformity  with  generally  accepted  accounting  principles. These financial 
statements  and selected per share data and information (hereafter referred to 
as  "financial  statements")  are the responsibility of the Fund's management; 
our  responsibility  is  to  express  an opinion on these financial statements 
based  on our audits. We conducted our audits of these financial statements in 
accordance  with  generally  accepted auditing standards which require that we 
plan  and  perform  the audit to obtain reasonable assurance about whether the 
financial  statements  are  free  of  material misstatement. An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures in 
the  financial  statements,  assessing  the  accounting  principles  used  and 
significant estimates made by management, and evaluating the overall financial 
statement   presentation.   We   believe   that  our  audits,  which  included 
confirmation  of  securities  at  December  31,  1994  by  correspondence with 
custodians  and brokers and, where appropriate, the application of alternative 
auditing  procedures for unsettled security transactions, provide a reasonable 
basis for the opinion expressed above.                                         
                                                                               
PRICE WATERHOUSE LLP                                                           
                                                                               
Baltimore, Maryland                                                            
January 19, 1995                                                               
                                                                               



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