UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number
811-03235
FMI Common Stock Fund, Inc.
---------------------------
(Exact name of registrant as specified in charter)
100 East Wisconsin Avenue, Suite 2200
Milwaukee, WI 53202
--------------------
(Address of principal executive offices) (Zip code)
Ted D. Kellner
Fiduciary Management, Inc.
100 East Wisconsin Avenue, Suite 2200
Milwaukee, WI 53202
--------------------
(Name and address of agent for service)
(414) 226-4555
--------------
Registrant's telephone number, including area code:
Date of fiscal year end: September 30
Date of reporting period: 09/30/2004
ITEM 1. REPORTS TO STOCKHOLDERS.
- --------------------------------
ANNUAL REPORT
SEPTEMBER 30, 2004
FMI
Common Stock
Fund, Inc.
A NO-LOAD
MUTUAL FUND
FMI
Common Stock
Fund, Inc.
October 13, 2004
Dear Fellow Shareholders,
The September quarter was down slightly, modestly better than the benchmark
Russell 2000 Index. For the nine months ended September 30, the Fund was up
8.1%, compared to the Russell 2000 return of 3.7%. The largest contributor to
the relative performance was the underweight position in technology, a group
that declined significantly in the quarter. Our consumer-oriented stocks had a
positive impact on performance, but financial related equities detracted.
Energy stocks remained strong as oil prices approached $50 per barrel at the end
of the quarter. Concern about slowing economic growth was reflected in the bond
market, with the 10 Year Treasury Bond rallying to 4.1% from 4.6%.
Although the government recently revised its second quarter Gross Domestic
Product (GDP) to 3.3% from the 2.8% figure originally reported, there was
widespread belief that the economy had hit a proverbial "soft patch." Several
high profile earnings misses seemed to remind investors that the elevated growth
rates experienced over the last few quarters were not sustainable. This was
especially true in the technology arena. High raw material prices, particularly
steel and energy, caused additional earnings problems. High gasoline prices were
cited as a significant factor in the numerous earnings misses among retailers.
The U.S. consumer is loaded with debt. Furthermore, the market appeared to be
rattled by continuing problems in Iraq.
Despite this litany of negatives, the economy still appears to be growing.
China and India continue to grow rapidly and worldwide GDP growth has improved.
The International Monetary Fund's recently published economic survey predicts 5%
worldwide GDP growth in 2004, the fastest rate in 20 years. Employment numbers,
while choppy, have generally been better. Real wages, which have been weak for a
few years, are showing nascent signs of improvement. Corporate balance sheets
continued to improve in the September quarter. The reported "core" inflation
rate is under control, but as we have discussed in the past, the official
measurement may significantly understate true inflation.
Last quarter's letter articulated our current thinking on some of these big
picture issues. Quickly summarizing, the consumer remains stretched due to a
weak balance sheet. Housing prices look inflated and the refinancing wave, which
positively impacted consumer spending in recent years, appears to be largely
over. Additionally, and perhaps most importantly, stock market valuations are
high by historical standards. This, along with the aforementioned factors, lead
us to remain cautious and careful.
As is our custom, we offer some comments on a few of the holdings in the
Fund. Below are three relatively new additions, Accredo Health, Inc., Global
Imaging Systems, Inc. and PSS World Medical, Inc..
ACCREDO HEALTH, INC.
DESCRIPTION:
- ------------
Accredo Health is the largest provider of specialized pharmacy services. The
Company provides overnight, temperature-controlled delivery of its
biopharmaceutical drug portfolio, which currently includes 24 injectible and
infusion therapies. Nine of these represent preferred or exclusive manufacturer
relationships. Service level is the key differentiating factor for Accredo as
the Company focuses on chronic diseases, typically where treatments are used in
the patient's home for the duration of their lives. The estimated annual drug
costs per patient are high at $8,000 to $300,000 per year. The Company also
provides reimbursement specialists and product launch consulting, and clinical
outcome data to biotechnology companies serving the chronically ill.
GOOD BUSINESS:
- --------------
o Accredo has the leading market share and is recognized for their high
service model.
o The business is durable, serving the aligned needs of biotech drug
manufacturers, payers, and patients by ensuring that compliance dosage
requirements are met.
o Size and scale allow for superior margins and low double-digit returns on
investment capital (ROIC).
o Revenues are recurring; the products, while expensive, are necessities for
the chronically ill patient.
o The capital intensity of the business is low, cash flow is high, and net
debt-to-total capital is just 12%.
VALUATION:
- ----------
o At 14.6x forward earnings, the shares trade at almost half the historical
average of 25.8x. The historical price-to-earnings (P/E) range is 10x to
50x.
o On a price-to-sales basis Accredo trades at 0.7x, which is 42% below its
historical average of 1.2x and near the bottom of the long-term range of
0.5x to 3x.
o While the entire industry has declined over the past several months,
Accredo still trades at an average 25% discount to Priority Health Care and
Caremark, its two closest competitors.
MANAGEMENT:
- -----------
o David Stevens has served as the Company's Chairman and Chief Executive
Officer since 1996, when he joined with the acquisition of LeBonheur Health
Systems. Stevens has over 30 years experience in the health care industry,
primarily in the health care services sector. He also has board duties at
Thomas & Betts and Wright Medical Group.
o Joel Kimbrough, Chief Financial Officer and Treasurer, has been in this
role since 1996 and has 15 years with Accredo. He had previously been a
public accountant with Ernst and Young LLP, from 1980 to 1989.
o Since the stock's large decline, several insiders have bought shares
outright.
o The management is highly disciplined with respect to gross margin hurdle
rates. This instills a belief that they are more focused on the long term.
Examples include the second quarter 2003 earnings commentary regarding
their decision to walk away from lower margined Synagis business.
INVESTMENT THESIS:
- ------------------
Having declined 42% since April, the stock appears to have overreacted to
reduced government reimbursements. Government only represents about 20% of the
Company's total payer base, which is roughly half of its competitors' exposure.
Management appeared to outline a worst-case scenario in a recent press release.
Some of the Medicare and Medical (California Medicaid) reimbursement proposals
are quite severe and may perhaps be modified before they take their final form.
Furthermore, there have been numerous acquisitions of specialty pharma companies
and Accredo's valuation makes it an attractive target. New product additions
should provide more operating stability and help regain a more respectable P/E
ratio. Placing a P/E of 20x on normalized earnings of $1.80 yields a gain of
approximately 55%.
GLOBAL IMAGING SYSTEMS, INC.
DESCRIPTION:
- ------------
Global Imaging is a $700 million provider of office technology solutions,
including digital copiers, analog copiers, network integration, electronic
presentation systems and related products and services. The Company is focused
on providing equipment and services to the middle market. Unlike competitors
such as IKON and Danka, who serve primarily large accounts, Global is focused on
smaller companies that are much more profitable to service. Global Imaging
Systems grows both internally and via acquisition.
GOOD BUSINESS:
- --------------
o Global Imaging provides an important product and service to a large,
diverse group of customers, with emphasis on the middle market.
o Approximately 40% of total revenues are recurring in nature. This
recurring business includes service contracts, aftermarket supplies and
parts, and maintenance agreements. The Company achieves a 90% service
attach rate with each piece of equipment sold.
o Global Imaging Systems is the most profitable publicly traded company
within the industry. Global's selling, general, and administrative expense
(SG&A) cost structure is at least 6% lower than the competition and the
Company generates earnings before interest and tax (EBIT) margins greater
than 10%.
o Return on invested capital is 10-11%.
o The balance sheet is appropriately levered.
VALUATION:
- ----------
o At 13.6x and 12.3x 2005 and 2006 (March) estimates, respectively, Global
Imaging is trading at an attractive valuation, both on an absolute and
relative basis.
o The shares trade at a substantial discount to the Russell 2000. The shares
should trade closer to a market multiple.
o The stock trades near private market value.
MANAGEMENT:
- -----------
Tom Johnson, President and Chief Executive Officer, founded Global Imaging
through a partnership with GTCR in 1994. Before Global Imaging, Johnson spent a
number of years with Danka Business Systems, including several years as Chief
Operating Officer prior to that company going public. He also has experience
with Alco Standard, now called IKON. He is a graduate of Harvard Business
School and owns approximately 2% of the common stock. His tenure in this
industry of more than 25 years includes operating, managing and acquiring office
equipment dealers.
INVESTMENT THESIS:
- ------------------
Global Imaging is a well-managed, highly profitable office equipment company
that should produce better-than-average growth with a reasonable amount of
predictability. The Company has a very good acquisition track record and should
augment internal growth with disciplined acquisitions. The valuation is
reasonable and should continue to expand.
PSS WORLD MEDICAL, INC.
DESCRIPTION:
- ------------
PSS World Medical is a specialty marketer and distributor of medical
products, equipment and pharmaceutical related products, to physician offices,
long-term care facilities and home care providers. The Company operates 43
full-service distribution centers, which serve all 50 states. The Physician unit
uses 720 sales representatives and 33 distribution facilities to market and
distribute medical supplies, pharmaceuticals and equipment to over 100,000
offices. The Elder Care unit has 120 sales people and 13 distribution centers
that cover 10,000 nursing homes, skilled nursing facilities and home care
providers.
GOOD BUSINESS:
- --------------
o PSS distributes low-priced consumable medical products to a diverse group
of health care customers.
o The business model is fairly predictable and easily understood.
o The Company is the largest healthcare supply distributor to the elder care
industry and the third largest to physician offices.
o Management has taken initiatives to streamline the business, divest
underperforming operations and increase profitability.
o ROIC approximates 9%, which is double what it was three years ago.
VALUATION:
- ----------
o PSS currently trades at 19x and 14.6x fiscal year 2005 and 2006 (March)
earnings per share (EPS) estimates of $0.50 and $0.65, respectively.
Similar healthcare distribution companies typically trade at 14x to 25x
EPS.
o On a price-to-sales basis, PSS trades at 0.4x. This is on the low end of
its 10-year range of 0.36x to 1.1x. Other healthcare distributors
typically trade at price-to-sales ratios of 0.4x to 0.8x.
MANAGEMENT:
- -----------
o David Smith was appointed Chief Executive Officer in January of 2002 and
has served on the Board of Directors of the Company since 1993. Mr. Smith
became President in 2000 and was Chief Financial Officer from 1992-2002.
He has spearheaded the effort to improve core operations and divest
underperforming divisions.
o The Company's Chief Financial Officer is David Bronson. He is a 30-year
veteran of the distribution industry and was formerly CFO of VWR Scientific
Products, prior to its being acquired by Merck KGaA, of Germany.
INVESTMENT THESIS:
- ------------------
After a period of poor and erratic performance, management has undertaken
several initiatives to improve operating results. New growth opportunities
include a stepped-up effort to distribute non-prescription pharmaceuticals and
private label products. The Company's valuation should increase as
predictability and growth improve. Recent weakness in the stock relates to the
availability of flu vaccine and the impact of hurricanes. These issues appear
to be transitory. The shares should move 30-50% if they are just moderately
successful in executing their plan.
As of October 28, 2004, our Board of Directors declared a distribution from
net short-term capital gains of $0.7102, which will be treated as ordinary
income, and $0.5019 from net long-term capital gains, payable October 29, 2004,
to shareholders of record on October 27, 2004.
Thank you for your continued confidence in FMI Common Stock Fund, Inc.
Sincerely,
/s/Ted D. Kellner /s/Donald S. Wilson /s/Patrick J. English
Ted D. Kellner, CFA Donald S. Wilson, CFA Patrick J. English, CFA
President and Vice President Vice President and
Portfolio Manager Portfolio Manager
100 E. Wisconsin Ave., Suite 2200 o Milwaukee, WI 53202 o 414-226-4555
www.fmifunds.com
FMI Common Stock Fund
COST DISCUSSION
INDUSTRY SECTORS AS OF SEPTEMBER 30, 2004
Consumer Discretionary 20.1%
Commercial Services 12.2%
Materials & Processing 10.4%
Financial Services 8.4%
Distribution 8.4%
Producer Durables 7.5%
Technology 7.4%
Healthcare 5.8%
Energy 5.4%
Transportation 3.3%
Consumer Staples 2.5%
Cash 8.6%
As a shareholder of the Fund you incur two types of costs: (1) transaction
costs, including sales charges (loads) on purchase payments, reinvested
dividends, or other distributions; redemption fees; and exchange fees; and (2)
ongoing costs, including management fees and other Fund expenses. This example
is intended to help you understand your ongoing costs (in dollars) of investing
in FMI Common Stock Fund and to compare these costs with the ongoing costs of
investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the
period and held for the entire period from March 31, 2004 through September 30,
2004.
ACTUAL EXPENSES
The first line of the table below provides information about actual account
values and actual expenses. You may use the information in this line, together
with the amount you invested, to estimate the expenses that you paid over the
period. Simply divide your account value by $1,000 (for example, an $8,600
account value divided by $1,000 = 8.6), then multiply the result by the number
in the first line under the heading entitled "Expenses Paid During Period" to
estimate the expenses you paid on your account during this period.
In addition to the costs highlighted and described below, the only Fund
transaction costs you might currently incur would be wire fees ($15 per wire),
if you choose to have proceeds from a redemption wired to your bank account
instead of receiving a check. Additionally, U.S. Bank charges an annual
processing fee ($15) if you maintain an IRA account with the Fund. To determine
your total costs of investing in the Fund, you would need to add any applicable
wire or IRA processing fees you've incurred during the period to the costs
provided in the example at the end of this article.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line of the table below provides information about hypothetical
account values and hypothetical expenses based on the Fund's actual expense
ratio and an assumed rate of return of 5% per year before expenses, which is not
the Fund's actual return. The hypothetical account values and expenses may not
be used to estimate the actual ending account balance or expenses you paid for
the period. You may use this information to compare the ongoing costs of
investing in the Fund and other funds. To do so, compare this 5% hypothetical
example with the 5% hypothetical examples that appear in the shareholder reports
of the other funds.
Please note that the expenses shown in the table are meant to highlight your
ongoing costs only and do not reflect any transactional costs, such as sales
charges (loads), redemption or exchange fees. Therefore, the second line of the
table is useful in comparing ongoing costs only, and will not help you determine
the relative total costs of owning different funds. In addition, if these
transactional costs were included, your costs would have been higher.
Beginning Ending Expenses Paid
Account Account During Period*<F1>
Value 3/31/04 Value 9/30/04 3/31/04-9/30/04
------------- ------------- ---------------
FMI Common Stock Fund Actual $1,000 $1,000.00 $1,039.30 $6.17
Hypothetical (5% return before expenses) $1,000.00 $1,025.00 $6.12
*<F1> Expenses are equal to the Fund's annualized expense ratio of 1.21%,
multiplied by the average account value over the period, multiplied by
183/366 (to reflect the one-half year period between March 31, 2004 and
September 30, 2004).
FMI Common Stock Fund, Inc.
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE
During the fiscal year ended September 30, 2004, the FMI Common Stock Fund had a
total return of 20.33%. The performance of the Fund was driven by technology,
health care and to a lesser extent, consumer staples. Materials and consumer
discretionary sectors hurt the performance. The Russell 2000 gained 18.77% in
the fiscal year ending September 30, 2004. The Russell 2000 was driven by
energy, financials and industrials. In a reversal of its very strong fiscal 2003
showing, the technology sector of the Russell 2000 was down about 4.5%. With
the exception of technology and telecom, the gain in the market was broad based,
with nearly all other sectors participating. Rising commodity prices,
particularly for metals and energy, was the dominant economic feature for 2004.
Worldwide economic growth accelerated in fiscal 2004, but so did inflation.
While the outlook for global economic growth has improved, the U.S. picture is
clouded by excessive consumer debt and the likelihood of higher interest rates.
Earnings growth has been strong for both the Russell 2000 and the Fund over the
past year. Nevertheless, valuations remain near the upper bound of historical
parameters in the Russell 2000. High valuations may limit the returns of the
Russell 2000 over the next few years. The Fund trades at a discount valuation
compared to the Russell 2000. The managers also believe the quality of the Fund
companies is superior to the Russell 2000 companies. Thus, over the next few
years the managers expect superior relative performance for the Fund. The
managers think absolute returns, however, may be below historical averages.
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
FMI COMMON STOCK FUND AND THE RUSSELL 2000 INDEX(1)<F2>
Date FMI Common Stock Fund Russell 2000 Index
---- --------------------- ------------------
9/30/94 $10,000 $10,000
9/30/95 $12,270 $12,340
9/30/96 $13,828 $13,957
9/30/97 $19,138 $18,590
9/30/98 $15,766 $15,054
9/30/99 $18,349 $17,925
9/30/00 $21,716 $22,118
9/30/01 $24,104 $17,427
9/30/02 $24,629 $15,806
9/30/03 $29,008 $21,575
9/30/04 $34,906 $25,625
AVERAGE ANNUAL TOTAL RETURN
1-Year 5-Year 10-Year
------ ------ -------
20.33% 13.72% 13.32%
Past performance is not predictive of future performance. The graph and the
table do not reflect the deduction of taxes that a shareholder would pay on Fund
distributions or the redemption of Fund shares.
(1)<F2> The Russell 2000 Index is an index comprised of 2,000 publicly traded
small capitalization common stocks that are ranked in terms of
capitalization below the large and mid-range capitalization sectors of
the United States equity market. The Russell 2000 Index is a
trademark/service market of the Frank Russell Company.
FMI Common Stock Fund
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors
of FMI Common Stock 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 financial
highlights present fairly, in all material respects, the financial position of
FMI Common Stock Fund, Inc. (the "Fund") at September 30, 2004, the results of
its operations for the year then ended, the changes in its net assets for each
of the two years in the period then ended and the financial highlights for each
of the five years in the period then ended, in conformity with accounting
principles generally accepted in the United States of America. These financial
statements and financial highlights (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 standards
of the Public Company Accounting Oversight Board (United States). These
standards 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 September 30, 2004 by
correspondence with the custodian, provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
October 29, 2004
FMI Common Stock Fund, Inc.
STATEMENT OF NET ASSETS
September 30, 2004
SHARES COST VALUE
------ ---- -----
COMMON STOCKS -- 91.4% (A)<F4>
COMMERCIAL SERVICES SECTOR -- 12.2%
- -----------------------------------
BUSINESS SERVICES -- 7.9%
470,000 ABM Industries Inc. $ 7,631,749 $ 9,470,500
306,000 G & K Services, Inc. 9,714,296 12,160,440
375,000 Watson Wyatt &
Company Holdings 8,812,855 9,862,500
------------ ------------
26,158,900 31,493,440
INDUSTRIAL SERVICES -- 4.3%
580,000 Republic Services, Inc. 12,319,070 17,260,800
CONSUMER DISCRETIONARY SECTOR -- 20.1%
- --------------------------------------
CONSUMER DURABLES -- 2.4%
355,300 Snap-on Inc. 11,144,257 9,792,068
PUBLISHING-MISCELLANEOUS -- 3.8%
365,000 ProQuest Co.*<F3> 10,006,853 9,380,500
183,000 Scholastic Corp.*<F3> 6,427,511 5,652,870
------------ ------------
16,434,364 15,033,370
RESTAURANTS -- 3.2%
550,900 Darden Restaurants, Inc. 11,646,384 12,846,988
RETAIL TRADE -- 4.9%
551,200 Casey's General Stores, Inc. 6,804,096 10,246,808
160,000 Michaels Stores, Inc. 7,093,156 9,473,600
------------ ------------
13,897,252 19,720,408
TEXTILE-APPAREL
MANUFACTURERS -- 5.8%
345,000 Liz Claiborne, Inc. 10,636,791 13,013,400
445,000 Paxar Corp.*<F3> 5,364,686 10,092,600
------------ ------------
16,001,477 23,106,000
CONSUMER STAPLES SECTOR -- 2.5%
- -------------------------------
FOODS & BEVERAGES -- 2.5%
152,000 Lancaster Colony Corp. 6,025,170 6,409,080
181,800 Ruddick Corp. 3,454,524 3,570,552
------------ ------------
9,479,694 9,979,632
DISTRIBUTION SECTOR -- 8.4%
- ---------------------------
EDUCATION SERVICES -- 1.1%
117,000 School Specialty, Inc.*<F3> 4,246,687 4,610,970
HEALTHCARE -- 2.8%
238,100 Accredo Health, Inc.*<F3> 5,833,332 5,612,017
545,900 PSS World Medical, Inc.*<F3> 5,985,987 5,480,836
------------ ------------
11,819,319 11,092,853
OFFICE PRODUCTS -- 2.0%
182,600 United Stationers Inc.*<F3> 7,621,441 7,924,840
TECHNOLOGY COMPONENTS -- 2.5%
445,800 Arrow Electronics, Inc.*<F3> 7,226,317 10,066,164
ENERGY SECTOR -- 5.4%
- ---------------------
OIL & GAS PRODUCERS -- 5.4%
245,000 Newfield Exploration Co.*<F3> 10,366,620 15,003,800
168,800 St. Mary Land &
Exploration Co. 5,694,237 6,719,928
------------ ------------
16,060,857 21,723,728
FINANCIAL SERVICES SECTOR -- 8.4%
- ---------------------------------
LIFE INSURANCE -- 3.2%
325,000 Protective Life Corp. 10,221,438 12,775,750
MULTI-LINE INSURANCE -- 5.2%
235,000 Delphi Financial Group, Inc. 6,815,112 9,439,950
465,000 Old Republic
International Corp. 8,942,810 11,638,950
------------ ------------
15,757,922 21,078,900
HEALTHCARE SECTOR -- 5.8%
- -------------------------
DENTAL -- 3.6%
482,900 Sybron Dental
Specialties, Inc.*<F3> 11,081,972 14,337,301
HEALTHCARE SERVICES -- 2.2%
277,500 Renal Care Group, Inc.*<F3> 6,084,058 8,943,825
MATERIALS & PROCESSING SECTOR -- 10.4%
- --------------------------------------
CHEMICALS -- 5.7%
330,500 Albemarle Corp. 9,538,935 11,597,245
260,600 Engelhard Corp. 6,592,980 7,388,010
62,000 Minerals
Technologies Inc. 2,497,726 3,649,320
------------ ------------
18,629,641 22,634,575
CONTAINERS & PACKAGING-
PAPER & PLASTIC -- 4.7%
306,000 AptarGroup, Inc. 10,236,012 13,454,820
215,000 Spartech Corp. 4,639,429 5,396,500
------------ ------------
14,875,441 18,851,320
PRODUCER DURABLES SECTOR -- 7.5%
- --------------------------------
BUSINESS EQUIPMENT -- 2.0%
263,000 Global Imaging
Systems, Inc.*<F3> 6,652,708 8,174,040
MACHINERY-INDUSTRIAL/SPECIALTY -- 5.5%
280,000 Albany International Corp. 8,522,249 8,346,800
119,900 IDEX Corp. 2,231,602 4,071,804
304,100 York International Corp. 11,791,535 9,606,519
------------ ------------
22,545,386 22,025,123
TECHNOLOGY SECTOR -- 7.4%
- -------------------------
COMPUTER SERVICES SOFTWARE
& SYSTEMS -- 7.4%
524,400 The BISYS Group, Inc.*<F3> 7,548,788 7,661,484
166,500 eFunds Corp.*<F3> 2,472,900 3,095,235
376,700 Imation Corp. 13,314,971 13,406,753
664,200 MPS Group, Inc.*<F3> 5,745,487 5,585,922
------------ ------------
29,082,146 29,749,394
TRANSPORTATION SECTOR -- 3.3%
- -----------------------------
TRUCKING -- 3.3%
163,800 Pacer International, Inc.*<F3> 2,553,478 2,686,320
540,300 Werner Enterprises, Inc. 10,427,044 10,433,193
------------ ------------
12,980,522 13,119,513
------------ ------------
Total common stocks 311,967,253 366,341,002
PRINCIPAL
AMOUNT
---------
SHORT-TERM INVESTMENTS -- 8.0% (A)<F4>
VARIABLE RATE DEMAND NOTES -- 8.0%
$19,500,000 U.S. Bank, N.A., 1.59% 19,500,000 19,500,000
12,709,302 Wisconsin Corporate
Central Credit Union,
1.51% 12,709,302 12,709,302
------------ ------------
Total short-term
investments 32,209,302 32,209,302
------------ ------------
Total investments $344,176,555 398,550,304
------------
------------
Cash and receivables, less
liabilities -- 0.6% (A)<F4> 2,313,383
------------
NET ASSETS $400,863,687
------------
------------
Net Asset Value Per Share
($0.01 par value, indefinite
shares authorized), offering
and redemption price
($400,863,687 /16,646,159
shares outstanding) $24.08
------
------
*<F3> Non-income producing security.
(a)<F4> Percentages for the various classifications relate to net assets.
The accompanying notes to financial statements are an integral part of this
statement.
FMI Common Stock Fund, Inc.
STATEMENT OF OPERATIONS
For the Year Ended September 30, 2004
INCOME:
Dividends $ 2,834,293
Interest 349,639
-----------
Total income 3,183,932
-----------
EXPENSES:
Management fees 3,552,567
Transfer agent fees 329,162
Administrative services 192,629
Printing and postage expense 78,645
Custodian fees 76,966
Registration fees 50,938
Professional fees 40,850
Insurance expense 19,051
Board of Directors fees 8,966
Other expenses 10,797
-----------
Total expenses 4,360,571
-----------
NET INVESTMENT LOSS (1,176,639)
-----------
NET REALIZED GAIN ON INVESTMENTS 22,007,079
NET INCREASE IN UNREALIZED APPRECIATION ON INVESTMENTS 36,044,266
-----------
NET GAIN ON INVESTMENTS 58,051,345
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $56,874,706
-----------
-----------
STATEMENTS OF CHANGES IN NET ASSETS
For the Years Ended September 30, 2004 and 2003
2004 2003
-------- --------
OPERATIONS:
Net investment loss $ (1,176,639) $ (650,203)
Net realized gain on investments 22,007,079 6,043,991
Net increase in unrealized appreciation on investments 36,044,266 16,642,461
------------ ------------
Net increase in net assets resulting from operations 56,874,706 22,036,249
------------ ------------
DISTRIBUTIONS TO SHAREHOLDERS:
Distributions from net realized gains ($0.48428 per share) (5,724,994)*<F5> --
------------ ------------
FUND SHARE ACTIVITIES:
Proceeds from shares issued (8,487,388 and 6,733,392 shares, respectively) 189,927,760 130,037,819
Net asset value of shares issued in distributions reinvested (259,919 shares) 5,514,081 --
Cost of shares redeemed (2,942,275 and 1,264,001 shares, respectively) (67,646,756) (23,491,080)
------------ ------------
Net increase in net assets derived from Fund share activities 127,795,085 106,546,739
------------ ------------
TOTAL INCREASE 178,944,797 128,582,988
NET ASSETS AT THE BEGINNING OF THE YEAR 221,918,890 93,335,902
------------ ------------
NET ASSETS AT THE END OF THE YEAR $400,863,687 $221,918,890
------------ ------------
------------ ------------
*<F5> See Note 7
The accompanying notes to financial statements are an integral part of these
statements.
FMI Common Stock Fund, Inc.
FINANCIAL HIGHLIGHTS
(Selected data for each share of the Fund outstanding throughout each year)
YEARS ENDED SEPTEMBER 30,
----------------------------------------------------------------
2004 2003 2002 2001 2000
---- ---- ---- ---- ----
PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning of year $20.47 $17.38 $19.60 $18.77 $16.32
Income from investment operations:
Net investment (loss) income (0.08)*<F6> (0.09)*<F6> (0.01)*<F6> 0.00 (0.03)
Net realized and unrealized
gains on investments 4.17 3.18 0.47**<F7> 1.90 2.91
------ ------ ------ ------ ------
Total from investment operations 4.09 3.09 0.46 1.90 2.88
Less distributions:
Dividend from net investment income -- -- -- -- --
Distributions from net realized gains (0.48) -- (2.68) (1.07) (0.43)
------ ------ ------ ------ ------
Total from distributions (0.48) -- (2.68) (1.07) (0.43)
------ ------ ------ ------ ------
Net asset value, end of year $24.08 $20.47 $17.38 $19.60 $18.77
------ ------ ------ ------ ------
------ ------ ------ ------ ------
TOTAL RETURN 20.33% 17.78% 2.18% 10.99% 18.35%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (in 000's $) 400,864 221,919 93,336 52,049 47,015
Ratio of expenses to average net assets 1.23% 1.25% 1.14% 1.23% 1.25%
Ratio of net investment (loss) income
to average net assets (0.33%) (0.46%) (0.03%) 0.00% (0.20%)
Portfolio turnover rate 39.4% 34.0% 28.8% 46.8% 46.7%
*<F6> In 2004, 2003 and 2002, net investment loss per share is calculated
using average shares outstanding.
**<F7> The amount shown may not correlate with the aggregate gains and losses
of portfolio securities due to the timing of subscriptions and
redemptions of Fund shares.
The accompanying notes to financial statements are an integral part of this
statement.
NOTES TO FINANCIAL STATEMENTS
September 30, 2004
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES --
The following is a summary of significant accounting policies of the
FMI Common Stock Fund, Inc. (the "Fund"), which is registered as a
diversified, open-end management investment company under the Investment
Company Act of 1940, as amended. The Fund was incorporated under the laws
of Wisconsin on July 29, 1981. Effective April 15, 2004, the Fund closed
to new investors. The investment objective of the Fund is to produce long-
term capital appreciation principally through investing in common stocks.
(a) Each security, excluding short-term investments, is valued at the last
sale price reported by the principal security exchange on which the
issue is traded. Securities that are traded on the Nasdaq National
Market or the Nasdaq SmallCap Market are valued at the Nasdaq Official
Closing Price or if no sale is reported, the latest bid price.
Securities which are traded over-the-counter are valued at the latest
bid price. Securities for which quotations are not readily available
are valued at fair value as determined by the investment adviser under
the supervision of the Board of Directors. The fair value of a
security is the amount which the Fund might reasonably expect to
receive upon a current sale. The fair value of a security may differ
from the last quoted price and the Fund may not be able to sell a
security at the fair value. Market quotations may not be available,
for example, if trading in particular securities was halted during the
day and not resumed prior to the close of trading on the New York
Stock Exchange. Short-term investments with maturities of 60 days or
less are valued at amortized cost, which approximates value. For
financial reporting purposes, investment transactions are recorded on
the trade date.
(b) Net realized gains and losses on sales of securities are computed on
the identified cost basis.
(c) Dividend income is recorded on the ex-dividend date. Interest income
is recorded on an accrual basis.
(d) The Fund has investments in short-term variable rate demand notes,
which are unsecured instruments. The Fund may be susceptible to
credit risk with respect to these notes to the extent the issuer
defaults on its payment obligation. The Fund's policy is to monitor
the creditworthiness of the issuer and nonperformance by these
counterparties is not anticipated.
(e) Accounting principles generally accepted in the United States of
America ("GAAP") require that permanent differences between income for
financial reporting and tax purposes be reclassified in the capital
accounts.
(f) The preparation of financial statements in conformity with GAAP
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 revenues and expenses during
the reporting period. Actual results could differ from these
estimates.
(g) No provision has been made for Federal income taxes since the Fund has
elected to be taxed as a "regulated investment company" and intends to
distribute substantially all net investment company taxable income and
net capital gains to its shareholders and otherwise comply with the
provisions of the Internal Revenue Code applicable to regulated
investment companies.
(2) INVESTMENT ADVISER AND MANAGEMENT AGREEMENT AND TRANSACTIONS WITH RELATED
PARTIES --
The Fund has a management agreement with Fiduciary Management, Inc.
("FMI"), with whom certain officers and directors of the Fund are
affiliated, to serve as investment adviser and manager. Under the terms of
the agreement, the Fund will pay FMIa monthly management fee at the annual
rate of 1% of the daily net assets of the Fund. The Fund has an
administrative agreement with FMI to supervise all aspects of the Fund's
operations except those performed by FMI pursuant to the management
agreement. Under the terms of the agreement, the Fund will pay FMI a
monthly administrative fee at the annual rate of 0.1% of the daily net
assets up to and including $30,000,000 and 0.05% of the daily net assets of
the Fund in excess of $30,000,000.
Under the management agreement, FMI will reimburse the Fund for
expenses over 1.3% of the daily net assets of the Fund. No such
reimbursements were required for the year ended September 30, 2004.
Each Director who is not affiliated with the Fund receives an annual
fee for service as a Director and is eligible to participate in a deferred
compensation plan with respect to these fees. Participants in the plan may
designate their deferred Director's fees as if invested in the Fund. The
value of each Director's deferred compensation account will increase or
decrease as if it were invested in shares of the Fund. The Fund maintains
its proportionate share of the liability for deferred fees.
In the normal course of business the Fund enters into contracts with
service providers that contain general indemnification clauses. The Fund's
maximum exposure under these arrangements is unknown as this would involve
future claims that may be made against the Fund that have not yet occurred.
However, based on experience, the Fund expects the risk of loss to be
remote.
(3) DISTRIBUTION TO SHAREHOLDERS --
Net investment income and net realized gains, if any, are distributed
to shareholders at least annually. On October 28, 2004, the Fund
distributed $11,746,212 from net short-term realized gains ($0.7102 per
share) and $8,301,019 from long-term realized gains ($0.5019 per share).
The distributions were paid on October 29, 2004 to shareholders of record
on October 27, 2004.
(4) INVESTMENT TRANSACTIONS --
For the year ended September 30, 2004, purchases and proceeds of sales
of investment securities (excluding short-term investments) were
$234,630,550 and $123,869,473, respectively.
(5) ACCOUNTS PAYABLE AND ACCRUED LIABILITIES --
As of September 30, 2004, liabilities of the Fund included the
following:
Payable to FMI for management and administrative fees $301,559
Payable to shareholders for redemptions 35,814
Deferred compensation plan for Directors 3,966
Other liabilities 76,236
(6) SOURCES OF NET ASSETS --
As of September 30, 2004, the sources of net assets were as follows:
Fund shares issued and outstanding $326,524,805
Net unrealized appreciation on investments 54,373,749
Undistributed net realized gains on investments 19,969,099
Accumulated net investment loss (3,966)
------------
$400,863,687
------------
------------
(7) INCOME TAX INFORMATION --
The following information for the Fund is presented on an income tax
basis as of September 30, 2004:
GROSS GROSS NET UNREALIZED DISTRIBUTABLE DISTRIBUTABLE
COST OF UNREALIZED UNREALIZED APPRECIATION ORDINARY LONG-TERM
INVESTMENTS APPRECIATION DEPRECIATION ON INVESTMENTS INCOME CAPITAL GAINS
----------- ------------ ------------ -------------- ------------- -------------
$344,254,689 $62,064,292 $7,768,677 $54,295,615 $11,746,212 $8,301,019
The difference between the cost amount for financial statement and
federal income tax purposes is due primarily to timing differences in
recognizing certain gains and losses on security transactions.
The tax components of dividends paid during the years ended September
30, 2004 and 2003, capital loss carryovers, which may be used to offset
future capital gains, subject to Internal Revenue Code limitations, as of
September 30, 2004, and tax basis post-October losses as of September 30,
2004, which are not recognized for tax purposes until the first day of the
following fiscal year are:
SEPTEMBER 30, 2004 SEPTEMBER 30, 2003
----------------------------------------------------------------- --------------------------------
ORDINARY LONG-TERM NET CAPITAL ORDINARY LONG-TERM
INCOME CAPITAL GAINS LOSS POST-OCTOBER INCOME CAPITAL GAINS
DISTRIBUTIONS DISTRIBUTIONS CARRYOVERS LOSSES DISTRIBUTIONS DISTRIBUTIONS
------------- ------------- ---------- ------------ ------------- -------------
$938,273 $4,786,721 $-- $-- $-- $--
For corporate shareholders in the Fund, the percentage of dividend
income distributed for the year ended September 30, 2004 which is
designated as qualifying for the dividends received deduction is 90%
(unaudited).
For shareholders in the Fund, the percentage of dividend income
distributed for the year ended September 30, 2004 which is designated as
qualified dividend income under the Jobs and Growth Tax Relief Act of 2003,
is 90% (unaudited).
FMI Common Stock Fund, Inc.
DIRECTORS AND OFFICERS
# OF FUNDS OTHER
TERM OF PRINCIPAL IN COMPLEX DIRECTORSHIPS
POSITION OFFICE AND OCCUPATION OVERSEEN HELD BY
NAME, AGE HELD WITH LENGTH OF DURING PAST BY DIRECTOR DIRECTOR
AND ADDRESS THE FUND TIME SERVED FIVE YEARS OR OFFICER OR OFFICER
- ----------- --------- ----------- ----------- ----------- -------------
"DISINTERESTED PERSONS" OF THE FUND:
Barry K. Allen, 56 Director Indefinite Term Mr. Allen has been Executive Vice 8 Harley-Davidson,
1801 California Street Since October President of Qwest Communications Inc., FMI Funds,
Denver, CO 80202 1996 International, Inc. a global Inc. and
communications company since September, FMI Mutual Funds,
2002. Prior to this, Mr. Allen had Inc.
served as President of Allen Enterprises,
LLC, a private equity investments
management company he founded after
retiring from Ameritech in July 2000.
Mr. Allen served as an officer of
Ameritech from August 1995 to July 2000.
George D. Dalton, 76 Director Indefinite Term Mr. Dalton is Chairman and Chief 8 Clark Consulting,
20825 Swenson Drive Since January Executive Officer of Call_Solutions.com, Inc., FMI Funds,
Waukesha, WI 53186 1998 Inc. Prior to January 2000, Mr. Dalton Inc., and FMI Mutual
was Chairman of the Board and Chief Funds, Inc.
Executive Officer of Fiserv, Inc., and had
served in that capacity since 1984.
Gordon H. Director Indefinite Term Mr. Gunnlaugsson retired from M&I 8 Renaissance Learning
Gunnlaugsson, 60 Since March Corporation. He was employed by Systems, Inc., FMI
c/o Fiduciary 2001 M&I Corporation from June 1, 1970 to Funds, Inc. and FMI
Management, Inc. December 31, 2000 where he most Mutual Funds, Inc.
100 E. Wisconsin Ave. recently held the positions of Executive
Suite 2200 Vice President and Chief Financial Officer.
Milwaukee, WI 53202
Paul S. Shain, 41 Director Indefinite Term Mr. Shain is President and Chief Operating 8 FMI Funds, Inc. and
5520 Research Since March Officer of Berbee Information Networks, FMI Mutual Funds,
Park Drive 2001 and has been employed by such firm since Inc.
Madison, WI 53711 January 2000. Prior to joining Berbee
Information Networks, Mr. Shain spent
12 years at Robert W. Baird & Co.,
Incorporated, most recently as Managing
Director and Director of Equity Research.
"INTERESTED PERSONS" OF THE FUND:
Ted D. Kellner,*<F8> 58 Director Indefinite Term Mr. Kellner is Chairman of the Board 8 Marshall & Ilsley
c/o Fiduciary Since July 1981 and Chief Executive Officer of Fiduciary Corporation and
Management, Inc. President One Year Term Management, Inc. which he co-founded FMI Funds, Inc.
100 E. Wisconsin Ave. and Since 1981 in 1980.
Suite 2200 Treasurer
Milwaukee, WI 53202
Donald S. Wilson,*<F8> 61 Director Indefinite Term Mr. Wilson is Vice Chairman and 8 FMI Mutual Funds,
c/o Fiduciary Since July 1981 Treasurer of Fiduciary Management, Inc. Inc.
Management, Inc. Vice One Year Term which he co-founded in 1980.
100 E. Wisconsin Ave. President Since 1981
Suite 2200 and
Milwaukee, WI 53202 Secretary
Patrick J. English,*<F8> 43 Director Indefinite Term Mr. English is President of Fiduciary 8 FMI Funds, Inc.
c/o Fiduciary Since January Management, Inc. and has been employed
Management, Inc. 1998 by the investment adviser in various
100 E. Wisconsin Ave. Vice One Year Term capacities since December, 1986.
Suite 2200 President Since 1996
Milwaukee, WI 53202
Kathleen M. Lauters, 52 Chief At Discretion Ms. Lauters has been the Fund's Chief 8 None
c/o Fiduciary Compliance of Board Compliance Officer since September 2004.
Management, Inc. Officer Since September From June 1995 to September 2004 Ms.
100 E. Wisconsin Ave. 2004 Lauters was employed by Strong Capital
Suite 2200 Management, most recently as Senior
Milwaukee, WI 53202 Compliance Analyst.
Camille F. Wildes, 52 Vice One Year Term Ms. Wildes is a Vice-President of 8 None
c/o Fiduciary President Since December Fiduciary Management, Inc. and has
Management, Inc. and 1999 been employed by the investment adviser
100 E. Wisconsin Ave. Assistant in various capacities since December, 1982.
Suite 2200 Treasurer
Milwaukee, WI 53202
*<F8> Messrs. Kellner, Wilson and English are "interested persons" of the Fund
because they are officers of the Fund and the investment adviser.
For additional information about the Directors and Officers or for a description
of the policies and procedures that the Fund uses to determine how to vote
proxies relating to portfolio securities, please call (800) 811-5311 and request
a Statement of Additional Information. One will be mailed to you free of
charge. The Statement of Additional Information is also available on the
website of the Securities and Exchange Commission (the "Commission") at
http://www.sec.gov. Information on how the Fund voted proxies relating to
portfolio securities during the twelve month period ending June 30, 2004 is
available on the Fund's website at http://www.fmifunds.com or the website of the
Commission. The Fund files its complete schedule of portfolio holdings with the
Commission for the first and third quarter of each fiscal year on Form N-Q; (ii)
the Fund's Form N-Q is available on the Commission's website; and (iii) the
Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference
Room in Washington, D.C., and that information on the operation of the Public
Reference Room may be obtained by calling 1-800-SEC-0330.
FMI COMMON STOCK FUND, INC.
100 East Wisconsin Avenue, Suite 2200
Milwaukee, Wisconsin 53202
www.fmifunds.com
414-226-4555
BOARD OF DIRECTORS
BARRY K. ALLEN
GEORGE D. DALTON
PATRICK J. ENGLISH
GORDON H. GUNNLAUGSSON
TED D. KELLNER
PAUL S. SHAIN
DONALD S. WILSON
INVESTMENT ADVISER
AND ADMINISTRATOR
FIDUCIARY MANAGEMENT, INC.
100 East Wisconsin Avenue, Suite 2200
Milwaukee, Wisconsin 53202
TRANSFER AGENT AND
DIVIDEND DISBURSING AGENT
U.S. BANCORP FUND SERVICES, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
800-811-5311
or
414-765-4124
CUSTODIAN
U.S. BANK, N.A.
425 Walnut Street
Cincinnati, Ohio 45202
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PRICEWATERHOUSECOOPERS LLP
100 East Wisconsin Avenue, Suite 1500
Milwaukee, Wisconsin 53202
LEGAL COUNSEL
FOLEY & LARDNER LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
This report is not authorized for use as an offer of sale or a solicitation of
an offer to buy shares of FMI Common Stock Fund unless accompanied or preceded
by the Fund's current prospectus. Performance data quoted represents past
---------------------------------------
performance; past performance does not guarantee future results. The investment
- ----------------------------------------------------------------
return and principal value of an investment will fluctuate so that an investor's
shares, when redeemed, may be worth more or less than their original cost.
Current performance of the Fund may be lower or higher than the performance
quoted. Performance data current to the most recent month end may be obtained by
visiting www.fmifunds.com.
ITEM 2. CODE OF ETHICS.
- -----------------------
Registrant has adopted a code of ethics. See attached Exhibit 11 (a).
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
- ----------------------------------------
Registrant's Board of Directors has determined that Mr. Gordon Gunnlaugsson, a
member of its audit committee, is an audit committee financial expert. Mr.
Gunnlaugsson is "independent" as such term is defined in Form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
- -----------------------------------------------
(a) Audit Fees
$14,050 (FY 2004) and $13,400 (FY 2003) are the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant to the registrant for the audit of the registrant's annual financial
statements or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those fiscal
years.
(b) Audit-Related Fees
There were no fees billed in each of the last two fiscal years for Audit-Related
Fees.
(c) Tax Fees
$4,505 (FY 2004) and $4,275 (FY 2003) are the aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant to the registrant for tax compliance, tax advice, tax planning and
tax return preparation.
There were no fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant to registrant's investment adviser
for tax compliance, tax advice and tax planning that were required to be
approved by the audit committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of
Regulation S-X.
(d) All Other Fees
There were no fees billed in each of the last two fiscal years for products and
services provided by the principal accountant to the registrant, other than the
services reported in paragraphs (a) - (c) of this Item 4.
There were no fees billed in each of the last two fiscal years for products and
services provided by the principal accountant to registrant's investment
adviser, which were required to be approved by the audit committee pursuant to
paragraph (c)(7)(ii) or Rule 2-01 or Regulation S-X.
(e) (1) None
(e) (2) None
(f) Not applicable.
(g) See the tax fees disclosed in paragraph (c) of this Item 4.
(h) Not applicable, as no non-audit services were provided to registrant's
investment adviser.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
- ----------------------------------------------
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS.
- --------------------------------
Not applicable.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
- -------------------------------------------------------------------------
MANAGEMENT INVESTMENT COMPANIES
- -------------------------------
Not applicable.
ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
- --------------------------------------------------------------------------
COMPANY AND AFFILIATED PURCHASERS.
- ---------------------------------
Not applicable.
ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
- ------------------------------------------------------------
None.
ITEM 10. CONTROLS AND PROCEDURES.
- ---------------------------------
(a) The disclosure controls and procedures of the FMI Common Stock Fund, Inc.
are periodically evaluated. As of October 26, 2004, the date of the last
evaluation, we concluded that our disclosure controls and procedures are
adequate.
(b) The internal controls of the FMI Common Stock Fund, Inc. are periodically
evaluated. Since, October 26, 2004, the date of the last evaluation, there
have been no significant changes in the FMI Common Stock Fund's internal
controls or in other factors that could have had a significant effect on
such controls. There have also been no significant deficiencies or
material weaknesses identified since the last evaluation that required any
corrective action.
ITEM 11. EXHIBITS.
- ------------------
(a) Any code of ethics or amendment thereto. Filed herewith.
(b) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Filed herewith.
(c) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
FMI Common Stock Fund, Inc.
---------------------------
Registrant
By /s/Ted D. Kellner
-------------------------------------------
Ted D. Kellner, Principal Executive Officer
Date November 19, 2004
-----------------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
FMI Common Stock Fund, Inc.
---------------------------
Registrant
By /s/Ted D. Kellner
--------------------------------------------
Ted D. Kellner, Principal Financial Officer
Date November 19, 2004
------------------------------------------