WEITZ PARTNERS INC
N-30D, 1996-02-09
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<PAGE>
- --------------------------------------------------------------------------------
                              WEITZ PARTNERS, INC.
- --------------------------------------------------------------------------------
                    WEITZ PARTNERS, INC.PARTNERS VALUE FUND

                                  A N N U A L

                                  R E P O R T

                               DECEMBER 31, 1995

                          ONE PACIFIC PLACE, SUITE 600
                             1125 SOUTH 103 STREET
                           OMAHA, NEBRASKA 68124-6008

                                  402-391-1980
                                  800-232-4161
                                402-391-2125 FAX
<PAGE>
                       HISTORICAL PERFORMANCE INFORMATION

The  table below gives a  long-term perspective of the  Partners Value Fund (the
"Fund") and  its predecessor,  Weitz  Partners II  -- Limited  Partnership  (the
"Predecessor  Partnership"). (Performance  numbers are AFTER  deducting all fees
and expenses  and  assume reinvestment  of  dividends.) The  Fund  succeeded  to
substantially  all  of the  assets of  the  Predecessor Partnership,  a Nebraska
investment limited partnership  as of December  31, 1993. Wallace  R. Weitz  was
General  Partner and  portfolio manager for  the Predecessor  Partnership and is
portfolio manager for the  Fund. The Fund's  investment objectives and  policies
are  substantially identical to those of  the Predecessor Partnership. The table
also sets  forth  average  annual  total  return  data  for  the  Fund  and  the
Predecessor  Partnership for the  one, five and ten  year periods ended December
31, 1995, calculated in accordance with SEC standardized formulas.
<TABLE>
<CAPTION>
PERIOD ENDED
DECEMBER 31,                                      PARTNERS II      S&P 500
- ----------------------------------------------  ---------------  -----------
<S>                                             <C>              <C>
1983 (7 Mos.)                                            9.9%           4.2%
1984                                                    14.5            6.3
1985                                                    40.7           31.7
1986                                                    11.1           18.7
1987                                                     4.3            5.3
1988                                                    14.9           16.5
1989                                                    20.3           31.6
1990                                                    -6.3           -3.1
1991                                                    28.1           30.2
1992                                                    15.1            7.6
1993                                                    23.0           10.1

<CAPTION>

                                                PARTNERS VALUE
                                                ---------------
<S>                                             <C>              <C>
1994                                                    -9.0            1.3
1995                                                    38.7           37.5
Cumulative                                             507.9          481.4
Average Annual Compound Growth
 (Since inception May 23, 1983)                         15.4           15.0
</TABLE>

Average  annual  total  return  for  the  Fund  (inception  1/94)  and  for  the
Predecessor Partnership (inception 5/83) for the one, five, and ten year periods
ended December 31, 1995, was 38.7%, 18.0% and 13.1%, respectively. These returns
assume  redemption at the  end of each  period. Compound annual  returns for the
Predecessor Partnership  and the  Fund  are calculated  in accordance  with  SEC
standardized formulas.

This  information represents  past performance and  is not  indicative of future
performance. The investment return and the principal value of an investment will
fluctuate so that an investor's shares, when redeemed, may be worth more or less
than the original  cost. The S&P  500 is  an unmanaged index  consisting of  500
companies.   Information  relating  to  the  S&P  500  assumes  reinvestment  of
dividends. Additional information is  available from Wallace R.  Weitz & Co.  at
the address listed on the front cover.

                                       1
<PAGE>
                  WEITZ PARTNERS, INC. -- PARTNERS VALUE FUND
                       DECEMBER 31, 1995 - ANNUAL REPORT

                                                          January 14, 1996

Dear Fellow Shareholder:

      1995  was a wonderful year for the  Partners Value Fund. Our total return,
after deducting fees and expenses, was +38.7%. This compares with +37.5% for the
S&P 500 and +31.1% for  the average equity mutual  fund (source: Lipper). For  a
longer-term  perspective, the table on the  preceding page shows the performance
history of the fund and its predecessor partnership (after deducting expenses).

      It was a great year  for stocks in general,  but the star performers  (for
us)  were the  "interest-sensitive" financial services  stocks, particularly the
banks (which as a group rose by over 50%). Our financial companies generally had
good years from a business point of view in both 1994 and 1995, but their stocks
were weak in  1994, then very  strong in 1995.  This temporary disconnection  of
business  reality from stock price behavior  happens regularly. The good news is
that it gives  a "value investor"  opportunities, and  the bad news  is that  it
makes it impossible to predict WHEN an undervalued stock will go up.

OUTLOOK FOR OUR COMPANIES

      I  know that many investors would prefer predictions about the outlook for
"the market" or our fund's 1996 performance, but the best I can do is to discuss
the businesses we  own. If our  companies do  well and we  have paid  reasonable
prices  for their stocks, we will do well over the years. If anyone tells you he
knows WHEN  a stock  is going  to  go up,  he is  probably kidding  you,  and/or
himself.

      Rick  Lawson and  I recently spent  four days at  an investment conference
featuring  about   100   companies  in   the   cable  TV,   entertainment,   and
telecommunications  industries. We  heard formal  presentations by,  and visited
informally with, the managements of about  10 companies we own and 15-20  others
of  potential interest. Stocks in these industries  account for about 25% of our
portfolio, and we came away very encouraged about our companies and a couple  of
new ones.

      Wall  Street's  perception of  cable stocks  has  remained clouded  by the
reregulation that was imposed  two years ago, but  the outlook for the  industry
has improved considerably since

                                       2
<PAGE>
then.  The  new  telecommunications  bill  promises  to  improve  the regulatory
picture, cash flow is rising at  double digit rates again, phone companies  have
not  made much  progress in  their video  experiments, and  the cable companies'
prospects for incremental profits from  telephony and cable modems for  Internet
access are very exciting.

      Cellular  telephone companies  have been  growing at  20-50% per  year and
several have  evolved from  highly leveraged,  development-stage companies  into
financially  secure, free cash  flow generators. There  is uncertainty about the
future shape of wireless telephone competition,  but the U.S. market is  growing
so  rapidly that well-established cellular companies  should continue to do well
for years. International opportunities are  growing even faster, and several  of
our   companies  are   building  very   valuable  businesses   abroad.  Finally,
consolidation in the industry  continues, and some of  our companies would  make
attractive takeover candidates.

      On  the financial services  front, gross under-valuation  has given way to
more reasonable valuations as prices have risen, but each of our companies is an
interesting investment at today's price. Wells Fargo is one of the  best-managed
banks  in the  country, sells  for under  10 times  estimated 1996  earnings per
share, and has a good chance of accelerating its growth rate if it is successful
in acquiring First Interstate. Dime is  cheap based on current earnings, and  it
could receive a significant windfall in its supervisory goodwill lawsuit against
the government. Capital One is growing at over 20% per year and selling at under
10  times estimated  1996 earnings. Sallie  Mae's earnings  outlook has improved
because of changes  in the prospects  for direct lending  by the government  and
cost  cutting and share repurchases which have been accelerated by new directors
who were elected last year after a proxy fight. And so on.

      For each of our companies, I believe that individual company  fundamentals
make  the stock attractive, and  that none depends on a  general move up in "the
market" to make it a successful investment.  Yet, there is a certain "What  goes
up,  must come  down," fatalism  among many  investors that  causes high anxiety
after a +38% year.  Indeed, there are any  number of potential stumbling  blocks
for the market, and at some point, a TEMPORARY correction of 10-20% (or more) is
inevitable.  When  that happens,  our stocks  will not  be immune.  However, the
likelihood of identifying  both the  top and  the bottom  of a  market dip,  AND
having  the courage to act  at both points, AND catching  a move large enough to
overcome the transaction costs and tax costs  involved is very low. So, since  I
am optimistic about the long-term prospects for our stocks, I do not foresee any
major changes in our portfolio.

                                       3
<PAGE>
TAX CONSIDERATIONS

      Nearly  all the investors in the Partners Value Fund are subject to income
taxes, so I do pay attention to  tax consequences in managing this portfolio.  I
am  a long-term oriented value  investor, so I tend  to use a low-turnover, "buy
and hold" strategy with all of the  stock portfolios I manage, but there may  be
times  when  I  hold a  stock  in Partners  Value  that  I am  selling  in other
portfolios. For example, if a stock appears fully-priced, but our holding period
is a  few days  or weeks  short of  the minimum  required to  receive  long-term
capital  gains  treatment,  I  may  postpone  selling.  Or,  if  a  stock  seems
temporarily over-extended and vulnerable to, say, a $20 per share decline, I may
resist selling if the sale would trigger a $30 per share tax liability for  fund
shareholders.

      The value investor's guiding principle is to sell a stock if it is clearly
over-valued  or  if a  new investment  is available  on clearly  more attractive
terms,  and  taxes  are  only  one   of  several  variables  that  I   consider.
Nevertheless,  my  working assumption  is that  NET  AFTER-TAX RETURNS  are more
important than GROSS PRE-TAX RETURNS in this fund.

      If you have  questions about our  portfolio, or any  part of this  letter,
please  feel free  to call  me any  time. If  you need  tax information  or have
questions about your statement,  Mary Bickels or Ann  Stratton will be happy  to
help.

                                                          Best regards,

                                                 /s/ Wallace R. Weitz
                                                 Wallace R. Weitz
                                                 President

                                       4
<PAGE>
                            SCHEDULE OF INVESTMENTS

                                       5
<PAGE>
                  WEITZ PARTNERS, INC. -- PARTNERS VALUE FUND
                     SCHEDULE OF INVESTMENTS IN SECURITIES
                               DECEMBER 31, 1995

<TABLE>
<CAPTION>
  SHARES
 OR UNITS                                          COST         MARKET VALUE
- ----------                                    --------------    -------------
<C>         <S>                               <C>               <C>
            COMMON STOCKS -- 84.1%
            BANKING -- 15.9%
    40,000  Bank America Corp.                $    1,748,625    $ 2,590,000
    45,000  Brooklyn Bancorp, Inc.*                1,329,375      1,833,750
    10,000  Calumet Bancorp, Inc.*                   266,250        277,500
    70,000  Dime Bancorp, Inc.*                      785,350        813,750
   259,832  Fidelity Federal Bank*                   519,664        600,861
    20,000  First Interstate Bancorp               1,649,616      2,730,000
    52,500  Glendale Federal Bank*                   493,740        918,750
     9,000  Wells Fargo & Co.                      1,345,125      1,944,000
                                              --------------    -------------
                                                   8,137,745     11,708,611
                                              --------------    -------------
            CABLE TELEVISION -- 13.7%
    70,000  Adelphia Communications CL A*            891,250        490,000
    81,763  Century Communications Corp. CL          609,468        654,104
            A*
   180,000  Comcast Corporation CL A               2,290,516      3,273,750
   160,000  Tele-Communications, Inc. CL A*        2,490,779      3,180,000
    37,000  Tele-Communications Liberty              731,591        994,375
            Media Gr-A*
    40,000  Time Warner, Inc.                        761,457      1,515,000
                                              --------------    -------------
                                                   7,775,061     10,107,229
                                              --------------    -------------
            CONSUMER PRODUCTS AND SERVICES
            -- 4.1%
    40,000  American Classic Voyages Co.*            394,375        435,000
     6,650  Lady Baltimore Foods                     212,725        415,625
    70,000  Playtex Products, Inc.*                  534,919        525,000
    75,000  Protection One, Inc.*                    426,875        768,750
    27,300  Seafield Capital Corp.                 1,000,509        928,200
                                              --------------    -------------
                                                   2,569,403      3,072,575
                                              --------------    -------------
            FEDERAL AGENCIES -- 9.8%
    25,000  Federal Home Loan Mortgage Corp.         546,129      2,087,500
    20,000  Federal National Mortgage              1,529,238      2,482,500
            Association
    40,000  Student Loan Marketing                 1,540,386      2,635,000
            Association
                                              --------------    -------------
                                                   3,615,753      7,205,000
                                              --------------    -------------
            FINANCIAL SERVICES -- 10.8%
    45,000  American Express                       1,347,134      1,861,875
        70  Berkshire Hathaway, Inc.*                 91,818      2,247,350
    35,000  Capital One Financial Corp.              806,683        835,625
     4,000  Cityscape Financial Corp.*                72,000         83,000
     7,000  Guarantee Life Companies, Inc.*           91,000        110,250
    40,000  Imperial Thrift & Loan                   441,875        490,000
            Association*
    20,000  PS Group, Inc.*                          211,200        215,000
    60,000  Salomon, Inc.                          2,603,366      2,130,000
                                              --------------    -------------
                                                   5,665,076      7,973,100
                                              --------------    -------------
</TABLE>

                See accompanying notes to financial statements.

                                       6
<PAGE>
                  WEITZ PARTNERS, INC. -- PARTNERS VALUE FUND
                SCHEDULE OF INVESTMENTS IN SECURITIES, CONTINUED

<TABLE>
<CAPTION>
  SHARES
 OR UNITS                                          COST         MARKET VALUE
- ----------                                    --------------    -------------
            INFORMATION AND DATA PROCESSING
            -- 3.2%
<C>         <S>                               <C>               <C>
    50,000  Business Records Corp. Hldg.      $      540,880    $ 1,975,000
            Co.*
   175,000  Intelligent Systems Corp.*               164,183        371,875
                                              --------------    -------------
                                                     705,063      2,346,875
                                              --------------    -------------
            MORTGAGE BANKING -- 6.7%
   155,000  Countrywide Credit, Inc.               2,509,454      3,371,250
    30,000  Imperial Credit Industries,              171,500        652,500
            Inc.*
    63,000  Resource Bancshares Mtg. Grp.*           591,990        897,750
                                              --------------    -------------
                                                   3,272,944      4,921,500
                                              --------------    -------------
            PUBLISHING AND BROADCASTING --
            3.5%
    23,000  Daily Journal*                           231,501        874,000
   100,000  Valassis Communications, Inc.*         1,369,960      1,750,000
                                              --------------    -------------
                                                   1,601,461      2,624,000
                                              --------------    -------------
            REAL ESTATE AND CONSTRUCTION --
            6.0%
   330,000  Catellus Development Corp.*            2,175,120      1,980,000
       365  Central Steel and Wire Co.               179,125        208,415
     5,000  Forest City Enterprises Cl A             164,050        161,875
   100,000  NHP, Inc.*                             1,326,435      1,850,000
   125,000  Presley Companies CL A*                  399,586        218,750
                                              --------------    -------------
                                                   4,244,316      4,419,040
                                              --------------    -------------
            REAL ESTATE INVESTMENT TRUSTS --
            2.9%
   100,000  Redwood Trust, Inc.                    1,706,090      1,825,000
    35,000  Redwood Trust, Inc. Warrants**            58,450        166,250
    10,000  Thornburg Mortgage Asset Corp.           149,350        157,500
                                              --------------    -------------
                                                   1,913,890      2,148,750
                                              --------------    -------------
            TELECOMMUNICATIONS -- 7.1%
    25,000  Airtouch Communications, Inc.*           715,875        706,250
    30,000  Cellular Communications of               821,030        832,500
            Puerto Rico, Inc.*
   160,000  Centennial Cellular Corp. CL A*        2,597,642      2,740,000
    25,000  Telephone and Data Systems, Inc.         904,050        987,500
                                              --------------    -------------
                                                   5,038,597      5,266,250
                                              --------------    -------------
            OTHER -- 0.4%
    26,100  Esco Electronics Corp.*                  159,357        244,688
     8,300  ONI International, Inc.                   74,250          2,075
    15,625  Package Machinery Co.*                    77,500         56,641
                                              --------------    -------------
                                                     311,107        303,404
                                              --------------    -------------
                    Total Common Stocks           44,850,416     62,096,334
                                              --------------    -------------
</TABLE>

                See accompanying notes to financial statements.

                                       7
<PAGE>
                  WEITZ PARTNERS, INC. -- PARTNERS VALUE FUND
                SCHEDULE OF INVESTMENTS IN SECURITIES, CONTINUED

<TABLE>
<CAPTION>
  SHARES
 OR UNITS                                          COST         MARKET VALUE
- ----------                                    --------------    -------------
            CONVERTIBLE PREFERRED STOCKS --
            0.9%
<C>         <S>                               <C>               <C>
    65,420  Forest Oil Corp. $.75 Cv. Pfd.    $      711,505    $   654,200
                                              --------------    -------------

   FACE
  AMOUNT
- ----------
            U.S. GOVERNMENT AND AGENCY
            SECURITIES -- 13.6%
$2,000,000  U.S. Treasury Bill 05/16/96            1,961,621      1,961,543
   750,000  Federal Home Loan Bank 8.43%             750,728        753,281
            1/16/98
 2,000,000  Tennessee Valley Authority             2,025,293      2,031,432
            7.625% 9/15/99
 2,000,000  Federal Natl Mtg. Assn 6.625%          2,000,000      2,011,563
            7/12/00
   750,000  Federal Home Loan Bank 6.55%             750,000        756,319
            11/15/02
 2,500,000  Federal Home Loan Bank 6.44%           2,503,900      2,506,250
            11/28/05
                                              --------------    -------------
                    Total U.S. Government          9,991,542     10,020,388
                    and Agency Securities
                                              --------------    -------------
            SHORT-TERM SECURITIES -- 1.6%
 1,185,374  Norwest U.S. Government Money          1,185,374      1,185,374
            Market Fund, 5.2%
                                              --------------    -------------
                    Total Investments in      $   56,738,837***  73,956,296
                    Securities
                                              --------------    -------------
                                              --------------
            Other Assets Less Liabilities --                       (175,408)
            (0.2%)
                                                                -------------
                    Total Net Assets -- 100%                    $73,780,888
                                                                -------------
                                                                -------------
                    Net Asset Value Per                         $    10.384
                    Share
                                                                -------------
                                                                -------------
</TABLE>

*Non-income producing
**Each warrant allows for the purchase of 1 share of common stock at $14.99;
expiration date is 12/31/97
***Also approximates cost for federal income tax purposes

                See accompanying notes to financial statements.

                                       8
<PAGE>
                  WEITZ PARTNERS, INC. -- PARTNERS VALUE FUND
                      STATEMENT OF ASSETS AND LIABILITIES
                               DECEMBER 31, 1995

<TABLE>
<S>                                                                               <C>
Assets:
    Investment in securities at market (cost $56,738,837)                         $ 73,956,296
    Accrued interest and dividends receivable                                          230,866
    Receivable for securities sold                                                      73,500
    Other assets                                                                        10,495
                                                                                  ------------
            Total assets                                                            74,271,157
                                                                                  ------------

Liabilities:
    Accrued expenses, including amount due adviser (note 3)                             83,536
    Payable for securities purchased                                                   406,733
                                                                                  ------------
            Total liabilities                                                          490,269
                                                                                  ------------

Net assets applicable to outstanding capital stock                                $ 73,780,888
                                                                                  ------------
                                                                                  ------------

Net assets represented by:
    Capital stock outstanding, at par (notes 3 & 4)                                         71
    Additional paid-in capital                                                      54,680,377
    Accumulated undistributed net investment income                                     30,808
    Accumulated undistributed net realized gains                                     1,852,173
    Net unrealized appreciation of investments                                      17,217,459
                                                                                  ------------
            Total representing net assets applicable to shares outstanding        $ 73,780,888
                                                                                  ------------
                                                                                  ------------

Net asset value per share of outstanding capital stock
 (7,104,939 shares outstanding)                                                   $     10.384
                                                                                  ------------
                                                                                  ------------
</TABLE>

                See accompanying notes to financial statements.

                                       9
<PAGE>
                  WEITZ PARTNERS, INC. -- PARTNERS VALUE FUND
                            STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 1995

<TABLE>
<S>                                                                               <C>
Investment income:
    Dividends                                                                     $   800,055
    Interest                                                                          543,641
                                                                                  -----------
        Total investment income                                                     1,343,696
                                                                                  -----------

Expenses (note 3):
    Investment advisory fee                                                           642,570
    Administrative fee                                                                 79,655
    Other expenses                                                                     91,215
                                                                                  -----------
        Total expenses                                                                813,440
                                                                                  -----------

        Net investment income                                                         530,256
                                                                                  -----------

Realized and unrealized gain on investments (note 5):
    Realized gain on investments                                                    7,145,678
                                                                                  -----------
    Net increase in unrealized appreciation of investments                         12,782,328
                                                                                  -----------
        Net realized and unrealized gain on investments                            19,928,006
                                                                                  -----------

        Net increase in net assets resulting from operations                      $20,458,262
                                                                                  -----------
                                                                                  -----------
</TABLE>

                See accompanying notes to financial statements.

                                       10
<PAGE>
                  WEITZ PARTNERS, INC. -- PARTNERS VALUE FUND
                      STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                        YEAR ENDED DECEMBER 31,
                                                                                      ----------------------------
                                                                                          1995           1994
                                                                                      -------------  -------------
<S>                                                                                   <C>            <C>
Increase (decrease) in net assets:
    From operations:
        Net investment income                                                         $     530,256  $     355,347
        Net realized gain                                                                 7,145,678      4,805,965
        Unrealized appreciation (depreciation)                                           12,782,328    (10,152,383)
                                                                                      -------------  -------------
            Net increase (decrease) in net assets resulting from operations              20,458,262     (4,991,071)
                                                                                      -------------  -------------

    Distributions to shareholders from:
        Net investment income                                                               885,603             --
        Excess net realized gains                                                           651,811             --
        Net realized gains                                                                5,495,175      4,630,290
                                                                                      -------------  -------------
            Total distributions                                                           7,032,589      4,630,290
                                                                                      -------------  -------------

    Capital share transactions (note 4):
        Proceeds from sales                                                               8,387,791     10,324,210
        Payments for redemptions                                                         (5,550,950)    (3,831,637)
        Reinvestment of net investment income and net realized gain at net asset
         value                                                                            6,230,882      4,553,058
                                                                                      -------------  -------------
            Total increase from capital share transactions                                9,067,723     11,045,631
                                                                                      -------------  -------------
            Total increase in net assets                                                 22,493,396      1,424,270
                                                                                      -------------  -------------

Net assets:

    Beginning of period                                                                  51,287,492     49,863,222
                                                                                      -------------  -------------

    End of period (including undistributed net investment income of $30,808 in 1995
     and $355,347 in 1994)                                                            $  73,780,888  $  51,287,492
                                                                                      -------------  -------------
                                                                                      -------------  -------------
</TABLE>

                See accompanying notes to financial statements.

                                       11
<PAGE>
                  WEITZ PARTNERS, INC. -- PARTNERS VALUE FUND
                              FINANCIAL HIGHLIGHTS

The  following financial information  provides selected data for  a share of the
Partners Value Fund outstanding throughout the periods indicated.

<TABLE>
<CAPTION>
                                                                                                    PERIOD
                                                                                               OCTOBER 12, 1993
                                                                                                 (COMMENCEMENT
                                                                  YEAR ENDED DECEMBER 31,      OF OPERATIONS) TO
                                                                ----------------------------     DECEMBER 31,
                                                                    1995           1994              1993
                                                                -------------  -------------  -------------------
<S>                                                             <C>            <C>            <C>
NET ASSET VALUE, BEGINNING OF PERIOD                            $       8.275  $      10.000     $      10.000

INCOME (LOSS) FROM INVESTMENT OPERATIONS:
  Net investment income                                                 0.084          0.057             0.068
  Net gains or losses on securities (realized and unrealized)           3.108         (0.964)               --
                                                                -------------  -------------  -------------------
  Total from investment operations                                      3.192         (0.907)            0.068

LESS DISTRIBUTIONS:
  Dividends (from net investment income)                               (0.137)            --            (0.068)
  Distributions (from excess realized gains)                           (0.100)            --
  Distributions (from capital gains)                                   (0.846)        (0.818)               --
                                                                -------------  -------------  -------------------
  Total distributions                                                  (1.083)        (0.818)               --
                                                                -------------  -------------  -------------------

NET ASSET VALUE, END OF PERIOD                                  $      10.384  $       8.275     $      10.000
                                                                -------------  -------------  -------------------
                                                                -------------  -------------  -------------------
TOTAL RETURN                                                            38.7%          -9.0%              0.7%
RATIOS/SUPPLEMENTAL DATA:
  Net assets, End of period                                        73,780,888     51,287,492        49,863,222
  Ratio of expenses to average net assets                               1.27%          1.29%                --
  Ratio of net investment income to average net assets                  0.82%          0.67%                --
  Portfolio turnover rate                                                 51%            33%                --
</TABLE>

                See accompanying notes to financial statements.

                                       12
<PAGE>
                  WEITZ PARTNERS, INC. -- PARTNERS VALUE FUND
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1995

(1) ORGANIZATION AND BUSINESS CHANGES

    Weitz  Partners, Inc.  (the "Company"),  is registered  under the Investment
    Company Act  of 1940  as an  open-end nondiversified  management  investment
    company. At present, there is only one series authorized by the Company, the
    Partners  Value  Fund (the  "Fund").  The accompanying  financial statements
    present the financial position  and results of operations  of the Fund.  The
    following  significant accounting policies are in accordance with accounting
    policies generally accepted in the investment company industry.

    The Fund commenced operations  on October 12, 1993.  Under an Agreement  and
    Plan   of  Exchange  (the  "Plan"),  the  Company  acquired  net  assets  of
    $49,762,545 from Weitz Partners - II Limited Partnership (the "Partnership")
    as of the close of business on December 31, 1993, which included  securities
    with  unrealized appreciation of $14,587,514.  In exchange for the partners'
    interest in the net assets of the Partnership, the Company issued shares  of
    the Partners Value Fund series in a transaction that qualified as a tax-free
    exchange. The Fund was publicly offered effective January 1, 1994.

    The Fund's investment objective is capital appreciation. The Fund intends to
    invest  principally  in common  stocks, preferred  stocks  and a  variety of
    securities convertible  into  equity  such as  rights,  warrants,  preferred
    stocks and convertible bonds.

(2) SIGNIFICANT ACCOUNTING POLICIES

    (A)VALUATION OF INVESTMENTS

       Investments   are  carried  at  market  determined  using  the  following
       valuation methods:

       -   Securities traded on a national  or regional securities exchange  are
           valued at the last quoted sales price.

       -   Securities  not listed  on an exchange  or securities  in which there
           were no reported transactions will be valued at the mean between  the
           last current closing bid and ask prices.

       -   Securities   or  other  assets  for   which  reliable  recent  market
           quotations are not readily  available will be  valued at fair  market
           value  as determined in good  faith by or under  the direction of the
           Company's Board of Directors or a committee of the Board.

       All securities are valued in accordance with the above noted policies  at
       the close of each business day.

                                       13
<PAGE>
       When  the  Fund writes  a call  option,  an amount  equal to  the premium
       received by the Fund  is included in the  Fund's statement of assets  and
       liabilities  as a liability. The amount  of the liability is subsequently
       marked-to-market to  reflect  the  current market  value  of  the  option
       written.  The current market value  of a traded option  is the last sales
       price on the principal  exchange on which such  option is traded, or,  in
       the  absence of such  sale, at the  latest ask quotation.  When an option
       expires on  its stipulated  expiration date  or the  Fund enters  into  a
       closing  purchase transaction, the  Fund realizes a gain  (or loss if the
       cost of a closing purchase transaction exceeds the premium received  when
       the option was sold) without regard to any unrealized gain or loss on the
       underlying  security,  and  the  liability  related  to  such  option  is
       extinguished. When a call option is  exercised, the Fund realizes a  gain
       or  loss from the sale  of the underlying security  and the proceeds from
       such sale are increased by the premium originally received.

    (B)FEDERAL INCOME TAXES

       Since the fund's policy  is to comply with  all sections of the  Internal
       Revenue   Code  applicable  to  regulated  investment  companies  and  to
       distribute all of its  taxable income to  shareholders, no provision  for
       income or excise taxes is required.

       Net  investment income (loss) and net  realized gains (losses) may differ
       for financial statement and tax purposes. The character of  distributions
       made during the year from net investment income or net realized gains may
       differ  from  their  ultimate  characterization  for  federal  income tax
       purposes. Also, due to the  timing of dividend distributions, the  fiscal
       year  in which amounts are distributed may  differ from the year that the
       income or realized gains were recorded by the funds.

       On the statement  of assets  and liabilities,  as a  result of  permanent
       book-to-tax  differences, accumulated undistributed net investment income
       has been increased by $30,808 and accumulated undistributed net  realized
       gain  has been increased by $677,806, resulting in a net reclassification
       adjustment to decrease additional paid-in-capital by $708,614.

    (C)SECURITY TRANSACTIONS

       Security transactions are accounted  for on the  date the securities  are
       purchased  or  sold (trade  date). Dividend  income and  distributions to
       shareholders are recorded  on the ex-dividend  date. Interest,  including
       amortization of discount and premium, is accrued as earned.

       Realized  gains or losses are  determined by specifically identifying the
       issue sold.

    (D)DIVIDEND POLICY

       The Fund will declare and  distribute income dividends and capital  gains
       distributions  as may  be required to  qualify as  a regulated investment
       company under the Internal Revenue Code. All dividends and  distributions
       will be reinvested automatically unless the shareholder elects otherwise.

                                       14
<PAGE>
    (E)USE OF ESTIMATES

       The  preparation  of financial  statements  in conformity  with generally
       accepted accounting principles requires management to make estimates  and
       assumptions  that affect the  reported amounts of  assets and liabilities
       and disclosure of contingent  assets and liabilities at  the date of  the
       financial statements and the reported amounts of increase and decrease in
       net assets from operations during the period. Actual results could differ
       from those estimates.

(3) RELATED PARTY TRANSACTIONS

    The  Company  and  Fund  have  retained  Wallace  R.  Weitz  &  Company (the
    "Adviser") as their exclusive investment  adviser. In addition, the  Company
    has  an agreement with Weitz Securities, Inc.  to act as distributor for the
    Fund's shares.  Certain  officers and  directors  of the  Company  are  also
    officers and directors of the Adviser and Weitz Securities, Inc.

    Under  the terms  of the management  and investment  advisory agreement, the
    Adviser receives an  investment advisory fee  equal to 1%  per annum of  the
    Fund's  average daily net  asset value. The Adviser  has agreed to reimburse
    the Fund up to  the amount of  advisory fees paid to  the extent that  total
    expenses  exceed  1.50% of  the Fund's  average daily  net asset  value. The
    expenses incurred  by the  Fund  did not  exceed the  percentage  limitation
    during  the year ended December 31, 1995. At December 31, 1995, the Fund had
    accrued advisory fees of $62,859 which were classified as accrued expenses.

    Under the terms of the  administrative services agreement, certain  services
    are  being  provided  including  the  transfer  of  shares,  disbursement of
    dividends, fund accounting and related administrator services of the Company
    for which the Adviser  is being paid  a monthly fee.  During the year  ended
    December  31, 1995, the fee was calculated at  an annual rate of .12% of the
    Fund's average daily net assets.

    Weitz  Securities,  Inc.  as  distributor,  received  no  compensation   for
    distribution of Company shares.

    As  of December 31, 1995, directors,  officers and employees of the Company,
    the Adviser and Weitz  Securities, Inc. and  their immediate family  members
    held  348,343 shares of capital  stock of the Fund  representing 4.9% of the
    Fund.

(4) CAPITAL STOCK

    The Company is authorized to issue a total of 1,000,000,000 shares of common
    stock in series  with a par  value of  $.00001 per share.  Fifty million  of
    these  shares have been authorized by the Board of Directors to be issued in
    the series designated  the Partners  Value Fund shares,  of which  7,104,939
    shares  are outstanding  at December  31, 1995.  The Board  of Directors may
    authorize additional  shares in  series without  shareholder approval.  Each
    share  of stock will have a  pro rata interest in the  assets of the Fund to
    which the stock of that  series relates and will  have no other interest  in
    the assets of any other series.

                                       15
<PAGE>
    Transactions in the capital stock of the Fund are summarized as follows:

<TABLE>
<CAPTION>
                                                                       YEAR ENDED          YEAR ENDED
                                                                   DECEMBER 31, 1995   DECEMBER 31, 1994
                                                                   ------------------  ------------------
<S>                                                                <C>                 <C>
Transactions in shares:
  Shares issued..................................................          865,684           1,074,554
  Shares redeemed................................................         (562,886)           (415,834)
  Reinvested dividends...........................................          604,236             552,958
                                                                          --------          ----------
    Net increase.................................................          907,034           1,211,678
                                                                          --------          ----------
                                                                          --------          ----------
</TABLE>

(5) SECURITIES TRANSACTIONS

    The  aggregate  cost  and the  proceeds  from  the sales  of  securities was
    approximately $40,129,377 and  $47,275,055 for the  year ended December  31,
    1995.

    At December 31, 1995, unrealized appreciation of securities was comprised of
    gross  unrealized  appreciation of  $18,712,476  offset by  gross unrealized
    depreciation of $1,495,017.

    Transactions relating to covered call options during the year ended December
    31, 1995 are summarized as follows:

<TABLE>
<CAPTION>
                                                                         NUMBER OF
                                                                          OPTIONS      PREMIUM
                                                                        -----------  -----------
<S>                                                                     <C>          <C>
Options written, beginning of period..................................          --           --
Options written during the period.....................................      20,000       46,433
Options exercised during the period...................................     (20,000)     (46,433)
                                                                        -----------  -----------
Options outstanding, end of period....................................          --           --
                                                                        -----------  -----------
                                                                        -----------  -----------
</TABLE>

    There was no option activity during the year ended December 31, 1994.

(6) DIRECTORS' FEES AND EXPENSES

    The Company pays directors  (other than directors who  are also officers  of
    the  Adviser) a fee  of $200 per  board meeting attended  and $100 per audit
    committee meeting attended.  During the  year ended December  31, 1995,  the
    Fund paid directors' fees of $3,200.

                                       16
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Weitz Partners, Inc. -- Partners Value Fund:

    We  have audited  the accompanying  statement of  assets and  liabilities of
Weitz  Partners,  Inc.  --  Partners  Value  Fund,  including  the  schedule  of
investments in securities, as of December 31, 1995, and the related statement of
operations  for the year then ended, the statements of changes in net assets for
each of the years in the two-year period then ended and the financial highlights
for each of  the years in  the two-year period  then ended, and  for the  period
October  12,  1993, (commencement  of operations)  to  December 31,  1993. These
financial statements  and financial  highlights are  the responsibility  of  the
Company's  management.  Our responsibility  is to  express  an opinion  on these
financial statements and financial highlights based on our audits.

    We conducted  our  audits in  accordance  with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance  about  whether  the  financial  statements  and  financial
highlights  are free of material misstatement. An audit includes examining, on a
test basis, evidence  supporting the  amounts and disclosures  in the  financial
statements.  Our  procedures included  confirmation  of securities  owned  as of
December 31, 1995, by correspondence with the custodian. An audit also  includes
assessing  the  accounting principles  used  and significant  estimates  made by
management, as well as evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for our opinion.

    In  our opinion, the financial  statements and financial highlights referred
to above present fairly, in all material respects, the financial position of the
Weitz Partners, Inc. -- Partners Value Fund as of December 31, 1995, the results
of its operations for  the year then  ended, the changes in  its net assets  for
each of the years in the two-year period then ended and the financial highlights
for  each of  the years in  the two-year period  then ended, and  for the period
October 12,  1993,  (commencement  of  operations)  to  December  31,  1993,  in
conformity with generally accepted accounting principles.

                                                           KPMG PEAT MARWICK LLP

Omaha, Nebraska
January 19, 1996

                                       17
<PAGE>
- --------------------------------------------------------------------------------
                              WEITZ PARTNERS, INC.
- --------------------------------------------------------------------------------
WEITZ PARTNERS, INC.

BOARD OF DIRECTORS
  Carroll E. Fredrickson
  John W. Hancock
  Richard D. Holland
  Thomas R. Pansing, Jr.
  Wallace R. Weitz

OFFICERS
  Wallace R. Weitz, President
  Mary K. Beerling, Vice-President & Secretary
  Linda L. Lawson, Vice-President
  Richard F. Lawson, Vice-President

INVESTMENT ADVISER
  Wallace R. Weitz & Company

DISTRIBUTOR
  Weitz Securities, Inc.

CUSTODIAN
  Norwest Bank Nebraska, N.A.

TRANSFER AGENT AND DIVIDEND PAYING AGENT
  Wallace R. Weitz & Company

This  report  has been  prepared for  the information  of shareholders  of Weitz
Partners, Inc. -- Partners Value Fund and is not authorized for distribution  to
prospective  investors unless  preceded or  accompanied by  a current prospectus
which describes the Fund's objectives, policies and other information.


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