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 811-3627
GREENSPRING FUND, INCORPORATED
------------------------------
(Exact name of registrant as specified in charter)
2330 WEST JOPPA ROAD, SUITE 110
-------------------------------
LUTHERVILLE, MD 21093-4641
---------------------------
(Address of principal executive offices) (Zip code)
MR. CHARLES VK. CARLSON, PRESIDENT
----------------------------------
2330 WEST JOPPA ROAD, SUITE 110
-------------------------------
LUTHERVILLE, MD 21093-4641
---------------------------
(Name and address of agent for service)
(410) 823-5353
--------------
Registrant's telephone number, including area code
Date of fiscal year end: DECEMBER 31, 2006
------------------
Date of reporting period: JUNE 30, 2006
-------------
ITEM 1. REPORT TO STOCKHOLDERS.
- ------------------------------
(GREENSPRING FUND LOGO)
SEMI-ANNUAL REPORT
JUNE 30, 2006
GREENSPRING FUND, INCORPORATED
July 2006
Dear Fellow Shareholders:
We are pleased to provide this report discussing portfolio activity and
performance for the second quarter of 2006. Through the years, we have made an
effort to keep our shareholders informed on a regular basis by providing a
discussion of portfolio activity quarterly (more frequently than the semi-annual
reports mandated by the SEC). Our quarterly discussions of the Fund's
performance are available on the Fund's website (www.greenspringfund.com) under
"FUND REPORTS." In addition, we will continue to mail Semi-Annual and Annual
Reports to Greenspring Fund shareholders.
PERFORMANCE REVIEW
During the second quarter of 2006, a difficult environment for equities, shares
of the Greenspring Fund declined slightly in price, dropping from a net asset
value of $23.15 per share on March 31, 2006 to $22.94 per share on June 30,
2006. The primary reason for this decline of 0.91% in the Fund's net asset
value during the quarter was the performance of the common stock portion of the
Fund's portfolio. The Fund's other asset classes -- convertible bonds,
preferred stocks, corporate bonds and cash equivalents -- all posted positive
returns. Greenspring Fund's "balanced" approach helped to mitigate the negative
impact of the equity market's performance on the Fund's overall results during
the quarter.
GREENSPRING FUND
PERFORMANCE FOR THE
PERIODS ENDED
JUNE 30, 2006
Quarter -0.91%
Year to Date 6.35%
1 Year 13.55%
3 Years*<F1> 12.52%
5 Years*<F1> 8.85%
10 Years*<F1> 8.99%
Since inception on 7/1/83*<F1> 11.19%
*<F1> annualized.
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 calling 1-800-366-3863 or visiting the
Fund's web site. The Fund imposes a 2.00% redemption fee for shares held 60 days
or less.
The Fund's investment objectives, risks, and charges and expenses must be
considered carefully before investing. The Prospectus contains this and other
information about the Fund, and it may be obtained by calling 1-800-366-3863 or
visiting www.greenspringfund.com.
Please read the Fund's Prospectus carefully before investing.
INFLUENCES on PORTFOLIO PERFORMANCE
The security that had the largest impact on the Greenspring Fund's performance
during the second quarter was the common stock of Wabash National, which
declined in price from $19.75 to $15.36 per share. The Fund initially purchased
shares of Wabash National, a manufacturer of truck trailers, in 2003 and since
then it has been one of the more volatile holdings in the portfolio. Recently,
Wabash National's stock has come under pressure following the Company's
announcement of disappointing first quarter earnings. Competitive pricing,
commodity cost pressures, and start-up costs related to new automated production
lines are a few of the factors that negatively impacted earnings. In addition,
revenues were weaker than expected due to a delay in customers taking delivery
of completed trailer orders. We believe these operating difficulties will prove
to be short term in nature, and expect the Company's profits to improve as
Wabash's manufacturing efficiency initiatives work their way through the system,
and pricing and cost pressures subside. In the meantime, several factors
reinforce our confidence in this investment, as Wabash remains the market leader
in the production of high quality truck trailers, generates a significant amount
of free cash flow, and has a strong balance sheet.
The Fund's investment in the common stock of Michael Baker Corporation had the
second largest impact on the Fund's performance during the recent quarter. The
Greenspring Fund originally purchased shares of Michael Baker Corporation in
2000 and, overall, the Fund's investment in this provider of engineering
services to industrial and governmental customers has been quite successful.
During the second quarter of 2006, however, the stock price declined from $28.33
to $21.70 per share, despite the absence of any meaningful negative news. More
likely, Michael Baker's stock was caught up in the widespread decline of small-
cap value stocks during the quarter. On a more positive note, the Company
announced that it had obtained several new contracts during the quarter,
reinforcing our belief that Michael Baker has strong prospects for new business
from various government departments (Federal Emergency Management Agency,
Department of Defense, State Department, Immigration and Naturalization, state
and federal Departments of Transportation), in addition to many private sector
opportunities.
The security with the third largest impact was the common stock investment in
the shares of Radyne Corporation, a manufacturer of satellite data transmission
equipment. The Greenspring Fund first bought shares of Radyne Corporation
during the second quarter of 2004, and purchased additional shares in subsequent
months. After numerous positive corporate announcements, Radyne's stock
appreciated considerably and in June of 2005 we began to reduce our holdings in
Radyne. Although we believed that the Company had the potential to continue to
sharply increase its revenues and earnings, we were of the opinion that, after
significant price appreciation, it was prudent to reduce our position in this
security because it had become less of a "value" stock than when we originally
purchased shares. During the second quarter of 2006, Radyne's common stock
declined in price from $15.97 to $11.38 per share, again, in the absence of any
significant company-specific news, but moving in the same direction as other
small-cap securities. At these levels, our interest in Radyne's common stock
has once again increased.
% OF NET
ASSETS
GREENSPRING FUND AS OF
TOP 10 HOLDINGS 6/30/06
- ---------------- -------
Brooks Automation 4.75% Convertible Bonds 4.2%
Sepracor 5% Convertible Bonds 4.1%
Suncor Energy Inc. 3.8%
Quanta Services 4% Convertible Bonds 3.5%
Tempur-Pedic 10.25% Bonds 3.3%
Amazon.com, Inc. 4.75% Convertible Bonds 3.2%
Millenium Pharmaceuticals 5.5% Convert. Bonds 3.2%
Mercury Interactive 4.75% Convertible Bonds 3.0%
NGP Capital Resources 3.0%
Agere Systems 6.5% Convertible Bonds 2.7%
The Greenspring Fund's holdings in short-term, high-yielding fixed income
securities provided a positive return during the quarter, serving as a sturdy
shelter during the equity markets' second quarter storm. Our fixed income
securities generated a positive total return during each month of the quarter,
aiding our efforts to attain the Fund's goal of steady, consistent performance
with below-average volatility. The expected duration of our fixed income
portfolio remains quite short -- less than 1.5 years; therefore, we expect
little price volatility from our fixed income portion of the portfolio.
Although the securities with the largest impact on the Fund's performance during
the second quarter all had negative effects, the combined magnitude of these
declines was relatively modest. Positive performance from other equity
securities, as well as from all the other asset classes in the Fund's portfolio,
helped to winnow down the overall loss to only 0.91% during the quarter. Having
a negative quarter does not sit well with us, regardless of whether it compares
favorably with other mutual funds or market indices. On a more satisfactory
basis, however, the Fund has generated a positive return of 6.35% on a year-to-
date basis through June 30, 2006.
INVESTMENT STRATEGY
We have taken advantage of the volatility in the equity markets during the
quarter by establishing new equity positions in EFJ, Inc., Horizon Offshore, and
Rosetta Resources. Furthermore, we made additional purchases of current
holdings in Energy Partners, Ltd., KMG America, NGP Capital Resources, Prestige
Brands, USI Holdings Corp., and Wabash National Corp. Similarly, we have added
to our holdings of several existing fixed income investments, and have made
initial purchases of the convertible bonds of Amazon.com, i2 Technologies, and
Sanmina-SCI Corp. and of the (non-convertible) bonds of Tempur-Pedic
International.
GREENSPRING FUND
PORTFOLIO ALLOCAION
AS OF JUNE 30, 2006
Common Stocks 44%
Convertible Bonds 42%
Cash Equivalents 5%
Investment Companies 3%
Corporate Bonds 3%
Preferred Stocks 3%
While the turmoil in the markets makes for some difficult days for investors, we
view the increased volatility as an opportunity. As investors let their
emotions get the better of them, and sell securities in order to raise cash in a
declining market, this selling often creates bargains in the marketplace. We
are searching for stocks that have been unjustifiably marked down in price in
the short run, yet have attractive long-term prospects, are well managed, and
generate significant amounts of free cash flow. We look forward to reporting on
additional positive developments as the year progresses.
Respectfully,
/s/ Charles vK. Carlson
Charles vK. Carlson
President
Fund holdings and/or sector allocations are subject to change at any time and
are not recommendations to buy or sell any security.
Mutual fund investing involves risk. Principal loss is possible. Small-
capitalization companies tend to have limited liquidity and greater price
volatility than large-capitalization companies. Investments by the Fund in
lower-rated and non-rated securities present a greater risk of loss to principal
and interest than higher-rated securities. Investments in debt securities
typically decrease in value when interest rates rise. This risk is usually
greater for longer-term debt securities.
Opinions expressed are subject to change, are not guaranteed and should not be
considered recommendations to buy or sell any security.
Free cash flow measures the cash generating capability of a company by adding
certain non-cash charges (e.g. depreciation and amortization) to earnings and
subtracting recurring capital expenditures.
GREENSPRING FUND
PERFORMANCE SINCE INCEPTION ON JULY 1, 1983 THROUGH JUNE 30, 2006
HOW $10,000 INVESTED ON 7/1/83 WOULD HAVE GROWN*<F2>
YEAR DOLLAR
- ---- ------
7/83 10,000
12-83 11,223
Dec-84 12,692
12/85 15,238
Dec-86 17,668
Dec-87 19,304
12/88 22,389
Dec-89 24,762
Dec-90 23,149
12/91 27,626
Dec-92 32,190
Dec-93 36,906
12/94 37,952
Dec-95 45,082
Dec-96 55,291
12/97 68,532
Dec-98 57,585
Dec-99 59,108
12/00 68,354
Dec-01 75,345
Dec-02 70,835
12/03 93,036
Dec-04 101,120
Dec-05 107,761
6/06 114,606
*<F2> Figures include changes in principal value, reinvested dividends and
capital gains distributions. Past expense limitations increased the
Fund's return. This chart illustrates the performance of a hypothetical
$10,000 investment made in the Fund since inception through June 30,
2006. The total value of $114,606 assumes the reinvestment of dividends
and capital gains, but does not reflect the effect of any redemption
fees. This chart does not imply any future performance.
Average annual total returns for the one, three, five and ten year periods ended
June 30, 2006 were 13.55%, 12.52%, 8.85% and 8.99%, respectively. Average
annual returns for more than one year assume a compounded rate of return and are
not the Fund's year-by-year results, which fluctuated over the periods shown.
Returns do not reflect taxes that shareholders may pay on Fund distributions or
redemptions of Fund shares.
FEATURES AVAILABLE ON OUR WEB SITE:
O Online access to your account
O Register to make ACH Greenspring Fund purchases
O Sign up for quarterly Greenspring Fund e-mails
O Daily price updates
O Month-end top 10 holdings
O Schedule of Investments as of quarter-end
O Month-end sector weightings
O IRA Rollover forms
WWW.GREENSPRINGFUND.COM
Distributed by Quasar Distributors, LLC. 7/06
EXPENSE EXAMPLE For the Six Months Ended June 30, 2006 (Unaudited)
As a shareholder of the Fund, you incur two types of costs: (1) redemption fees
if you redeem within 60 days of purchase; 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 the 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 (1/1/2006 - 6/30/2006).
ACTUAL EXPENSES
The first line of the table below provides information about actual account
values based on actual returns 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 the Period" to estimate the expenses you paid on your account during
this period.
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 redemption 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.
Expenses Paid
Beginning Ending During the Period
Account Value Account Value 1/1/2006 -
1/1/2006 6/30/2006 6/30/2006*<F3>
------------- ------------- ----------------
Actual $1,000 $1,064 $5.53
Hypothetical
(5% annual return
before expenses) $1,000 $1,019 $5.41
*<F3> Expenses are equal to the Fund's annualized expense ratio of 1.08%,
multiplied by the average account value over the period multiplied by
181/365 (to reflect the one-half year period).
SCHEDULE OF INVESTMENTS at June 30, 2006 (Unaudited)
Shares Value
- ------ -----
COMMON STOCKS: 42.6%
BUILDING PRODUCTS: 0.5%
38,400 Griffon Corp.*<F4> $ 1,002,240
------------
BUSINESS & PROFESSIONAL SERVICES: 2.2%
165,450 FTI Consulting, Inc.*<F4> 4,429,097
------------
COMMERICAL BANKS: 1.2%
18,000 American National
Bankshares, Inc. 416,340
759 Fulton Financial Corp. 12,083
26,190 Provident Bankshares Corp. 953,054
14,476 SunTrust Banks, Inc. 1,103,940
------------
2,485,417
------------
COMMUNICATIONS EQUIPMENT: 1.7%
55,800 Digi International, Inc.*<F4> 699,174
62,100 EFJ, Inc.*<F4> 373,221
203,179 Radyne Corp.*<F4> 2,312,177
------------
3,384,572
------------
CONSTRUCTION & ENGINEERING: 3.4%
67,800 EMCOR Group, Inc.*<F4> 3,299,826
175,525 Michael Baker Corp.*<F4> 3,808,893
------------
7,108,719
------------
DIVERSIFIED FINANCIAL SERVICES: 0.6%
23,000 CIT Group, Inc. 1,202,670
------------
DIVERSIFIED GAS UTILITIES: 2.0%
108,400 Energen Corp. 4,163,644
------------
ELECTRIC UTILITIES: 1.5%
99,000 PPL Corp. 3,197,700
------------
ELECTRICAL EQUIPMENT: 0.4%
8,700 Emerson Electric Co. 729,147
------------
ENERGY EQUIPMENT & SERVICES: 1.7%
166,863 Horizon Offshore, Inc.*<F4> 3,497,448
------------
ENVIRONMENTAL SERVICES: 3.2%
363,000 Allied Waste Industries, Inc.*<F4> 4,123,680
108,500 Waste Industries USA, Inc. 2,460,780
------------
6,584,460
------------
HOUSEHOLD & PERSONAL PRODUCTS: 1.0%
211,300 Prestige Brands
Holdings, Inc.*<F4> 2,106,661
------------
INSURANCE: 6.9%
11,300 Assurant, Inc. 546,920
552,150 KMG America Corp.*<F4> 4,897,570
34,450 PartnerRe, Ltd.#<F5> 2,206,522
226,184 United America
Indemnity, Ltd.#<F5>*<F4> 4,713,675
55,575 W.R. Berkley Corp. 1,896,775
------------
14,261,462
------------
INSURANCE BROKERS: 1.9%
300,000 USI Holdings Corp.*<F4> 4,023,000
------------
MACHINERY: 0.3%
20,000 Pentair, Inc. 683,800
------------
METALS & MINING: 0.8%
76,700 Brush Engineered
Materials, Inc.*<F4> 1,599,195
------------
OIL & GAS EXPLORATION & PRODUCTION: 6.6%
40,300 CNX Gas Corp.*<F4> 1,209,000
5,626 ConocoPhillips 368,672
115,500 Energy Partners, Ltd.*<F4> 2,188,725
22,280 EOG Resources, Inc. 1,544,895
36,500 Rosetta Resources, Inc.*<F4> 606,630
96,000 Suncor Energy, Inc.#<F5> 7,776,960
------------
13,694,882
------------
REAL ESTATE: 0.3%
4,500 First Potomac Realty Trust 134,055
27,500 Urstadt Biddle
Properties, Inc. - Class A 447,975
------------
582,030
------------
THRIFTS & MORTGAGE FINANCE: 0.7%
30,000 Washington Mutual, Inc. 1,367,400
------------
TRANSPORTATION: 5.7%
141,287 Rush Enterprises, Inc.
- Class A*<F4> 2,567,185
172,199 Rush Enterprises, Inc.
- Class B*<F4> 2,910,163
28,200 SCS Transportation, Inc.*<F4> 776,346
360,350 Wabash National Corp. 5,534,976
------------
11,788,670
------------
TOTAL COMMON STOCKS
(cost $59,149,885) 87,892,214
------------
INVESTMENT COMPANIES: 3.0%
425,762 NGP Capital Resources Co.
(cost $5,794,626) 6,228,898
------------
PREFERRED STOCKS: 3.4%
REAL ESTATE: 3.4%
163,147 Apartment Investment
& Management Co.
- Series R, 10.000% 4,107,226
36,950 Corporate Office Properties
Trust - Series E, 10.250% 923,381
82,800 Corporate Office Properties
Trust - Series F, 9.875% 2,086,146
------------
(cost $7,240,929) 7,116,753
------------
PRINCIPAL
- ---------
CONVERTIBLE BONDS: 41.7%
BIOTECHNOLOGY: 2.3%
$4,761,000 CuraGen Corp.,
6.000%, 2/2/07 4,707,439
------------
COMMUNICATIONS EQUIPMENT: 2.2%
4,653,000 Ciena Corp.,
3.750%, 2/1/08 4,472,696
------------
COMPUTER STORAGE & PERIPHERALS: 1.4%
2,653,000 Brocade Communications
Systems, Inc.,
2.000%, 1/1/07 2,649,684
303,000 Emulex Corp.,
0.250%, 12/15/23 296,182
------------
2,945,866
------------
CONSTRUCTION & ENGINEERING: 3.4%
7,168,000 Quanta Services, Inc.,
4.000%, 7/1/07 7,078,400
------------
ELECTRONICS MANUFACTURING SERVICES: 2.6%
5,446,000 Sanmina - SCI Corp.,
3.000%, 3/15/07 5,296,235
------------
ENVIRONMENTAL SERVICES: 0.9%
1,975,000 Allied Waste Industries, Inc.,
4.250%, 4/15/34 1,826,875
------------
INTERNET & CATALOG RETAIL: 3.2%
6,814,000 Amazon.com, Inc.,
4.750%, 2/1/09 6,566,992
------------
PHARMACEUTICALS: 9.6%
6,460,000 Millennium
Pharmaceuticals, Inc.,
5.500%, 1/15/07 6,460,000
300,000 Millennium
Pharmaceuticals, Inc.,
5.000%, 3/1/07 297,000
2,420,000 Nektar Therapeutics,
5.000%, 2/8/07 2,404,875
2,313,000 Nektar Therapeutics,
3.500%, 10/17/07 2,269,631
8,523,000 Sepracor, Inc.,
5.000%, 2/15/07 8,501,693
------------
19,933,199
------------
SEMICONDUCTOR EQUIPMENT: 9.3%
5,622,000 Agere Systems, Inc.,
6.500%, 12/15/09 5,586,862
8,870,000 Brooks Automation, Inc.,
4.750%, 6/1/08 8,659,337
5,043,000 Veeco Instruments, Inc.,
4.125%, 12/21/08 4,929,533
------------
19,175,732
------------
SOFTWARE: 6.8%
2,898,000 BEA Systems, Inc.,
4.000%, 12/15/06 2,879,888
365,000 i2 Technologies, Inc.,
5.250%, 12/15/06 361,350
6,250,000 Mercury Interactive Corp.,
4.750%, 7/1/07 6,250,000
3,485,000 Mercury Interactive Corp.,
0.000%, 5/1/08 3,659,250
933,000 Wind River Systems, Inc.,
3.750%, 12/15/06 919,005
------------
14,069,493
------------
TOTAL CONVERTIBLE BONDS
(cost $85,287,099) 86,072,927
------------
SHARES
- ------
CORPORATE BONDS: 3.3%
MATTRESSES, FOUNDATIONS, AND CONVERTIBLE BEDS: 3.3%
6,404,000 Tempur-Pedic
International, Inc.,
10.250%, 8/15/10
(cost $6,752,156) 6,788,240
------------
SHORT-TERM INVESTMENTS: 4.8%
MONEY MARKET INVESTMENTS: 4.8%
1,209,646 AIM Liquid Assets 1,209,646
8,634,091 AIM STIC
Prime Portfolio 8,634,091
------------
(cost $9,843,737) 9,843,737
------------
TOTAL INVESTMENTS IN
SECURITIES
(cost $174,068,432): 98.8% 203,942,769
Other Assets less Liabilities: 1.2% 2,498,564
------------
NET ASSETS: 100.00% $206,441,333
------------
------------
*<F4> Non-income producing securities.
#<F5> U.S. security of foreign issuer.
See Accompanying Notes to Financial Statements.
STATEMENT OF ASSETS AND LIABILITIES at June 30, 2006 (Unaudited)
ASSETS
Investments in securities, at value (cost $174,068,432) $203,942,769
Cash 143,360
Receivables:
Fund shares sold 1,598,522
Dividends and interest 1,504,474
Prepaid expenses 16,821
------------
Total assets 207,205,946
------------
LIABILITIES
Payables:
Securities purchased 534,381
Fund shares redeemed 3,510
Due to Adviser (Note 5) 127,035
Accrued expenses 99,687
------------
Total liabilities 764,613
------------
NET ASSETS $206,441,333
------------
------------
Capital shares issued and outstanding (60,000,000 shares
authorized, $0.01 par value) 8,999,568
------------
------------
Net asset value, offering and redemption price per share $ 22.94
------------
------------
COMPONENTS OF NET ASSETS
Capital stock at par value $ 89,996
Paid-in capital 172,206,312
Undistributed net investment income 2,612,668
Undistributed net realized gain on investments 1,658,020
Net unrealized appreciation on investments 29,874,337
------------
NET ASSETS $206,441,333
------------
------------
See Accompanying Notes to Financial Statements.
STATEMENT OF OPERATIONS For the Six Months Ended June 30, 2006 (Unaudited)
INVESTMENT INCOME
Income
Interest $ 2,626,047
Dividends (net of foreign withholding taxes of $1,762) 709,161
-----------
Total income 3,335,208
-----------
Expenses
Advisory fees (Note 5) 687,349
Transfer agent fees (Note 6) 80,328
Administration fees 80,068
Administration fees - Corbyn (Note 5) 24,041
Fund accounting fees 22,473
Legal fees 17,908
Reports to shareholders 17,669
Custody fees 15,388
Blue sky fees 12,401
Audit fees 10,933
Directors fees 7,929
Insurance fees 5,611
Miscellaneous fees 5,461
Registration fees 3,217
-----------
Total expenses 990,776
-----------
Net investment income 2,344,432
-----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain on investments 1,613,318
Change in net unrealized appreciation/depreciation on investments 6,065,618
-----------
Net realized and unrealized gain on investments 7,678,936
-----------
Net increase in net assets resulting from operations $10,023,368
-----------
-----------
See Accompanying Notes to Financial Statements.
STATEMENTS OF CHANGES IN NET ASSETS
SIX MONTHS ENDED YEAR ENDED
JUNE 30, 2006#<F7> DECEMBER 31, 2005
------------------ -----------------
INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS
Net investment income $ 2,344,432 $ 3,187,652
Net realized gain on investments 1,613,318 29,849
Capital gain distribution from regulated
investment company -- 14,542
Change in net unrealized appreciation/depreciation
on investments 6,065,618 5,452,448
------------ ------------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS 10,023,368 8,684,491
------------ ------------
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income -- (2,956,950)
From net realized gain -- (1,601,408)
------------ ------------
TOTAL DISTRIBUTIONS TO SHAREHOLDERS -- (4,558,358)
------------ ------------
CAPITAL SHARE TRANSACTIONS
Net increase in net assests derived
from net change in outstanding shares (a)<F6>+<F8> 38,831,778 20,973,422
------------ ------------
TOTAL INCREASE IN NET ASSETS 48,855,146 25,099,555
------------ ------------
NET ASSETS
Beginning of period 157,586,187 132,486,632
------------ ------------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT
INCOME OF $2,612,668 AND $268,236, RESPECTIVELY) $206,441,333 $157,586,187
------------ ------------
------------ ------------
(a)<F6> A summary of capital share transactions is as follows:
Six Months Ended Year Ended
June 30, 2006#<F7> December 31, 2005
------------------- -------------------
Shares Value Shares Value
------ ----- ------ -----
Shares sold 2,337,369 $53,424,411 2,444,787 $51,392,901
Shares issued in reinvestment
of distributions - - 202,409 4,291,396
Shares redeemed +<F8> (642,465) (14,592,633) (1,679,277) (34,710,875)
--------- ----------- ---------- -----------
Net increase 1,694,904 $38,831,778 967,919 $20,973,422
--------- ----------- ---------- -----------
--------- ----------- ---------- -----------
#<F7> Unaudited.
+<F8> Net of redemption fees of $13,092 and $12,352, respectively.
See Accompanying Notes to Financial Statements.
FINANCIAL HIGHLIGHTS For a capital share outstanding throughout each period
Six Months
Ended
June 30, Year Ended December 31,
2006#<F9> 2005 2004 2003 2002 2001
--------- ---- ---- ---- ---- ----
Net asset value,
beginning of period $ 21.57 $ 20.91 $ 19.96 $ 15.70 $ 17.74 $ 16.98
------- ------- ------- ------- ------- -------
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income 0.25 0.47 0.52 0.53 0.88 0.93
Net realized and unrealized
gain (loss) on investments 1.12 0.88 1.18 4.34 (1.98) 0.79
------- ------- ------- ------- ------- -------
Total from investment
operations 1.37 1.35 1.70 4.87 (1.10) 1.72
------- ------- ------- ------- ------- -------
LESS DISTRIBUTIONS:
From net investment income -- (0.44) (0.56) (0.61) (0.94) (0.96)
From net realized gain -- (0.25) (0.19) -- -- --
------- ------- ------- ------- ------- -------
Total distributions -- (0.69) (0.75) (0.61) (0.94) (0.96)
------- ------- ------- ------- ------- -------
Paid-in capital from
redemption fees (Note 1) --*<F10> --*<F10> --*<F10> --*<F10> --*<F10> --
------- ------- ------- ------- ------- -------
Net asset value,
end of period $ 22.94 $ 21.57 $ 20.91 $ 19.96 $ 15.70 $ 17.74
------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- -------
Total return 6.35%^<F11> 6.57% 8.69% 31.34% (5.99)% 10.23%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of
period (millions) $ 206.4 $ 157.6 $ 132.5 $ 109.3 $ 51.3 $ 50.7
Ratio of expenses to
average net assets 1.08%+<F12> 1.16% 1.06% 1.14% 1.19% 1.19%
Ratio of net
investment income
to average net assets 2.56%+<F12> 2.30% 2.60% 3.44% 5.33% 5.04%
Portfolio turnover rate 13.61%^<F11> 36.22% 35.21% 102.43% 78.58% 89.41%
#<F9> Unaudited.
*<F10> Amount less than $0.01 per share.
^<F11> Not Annualized.
+<F12> Annualized.
See Accompanying Notes to Financial Statements.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Greenspring Fund, Incorporated (the "Fund") is a diversified, open-end
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"). The Fund is organized as a Maryland
corporation and commenced operations on July 1, 1983.
The preparation of the financial statements in accordance with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
and disclosures in the financial statements. Actual results could differ from
those estimates.
Investment transactions and related investment income - Investment transactions
are recorded on the trade date. Dividend income is recorded on the ex-dividend
date and interest income, including amortization of premiums and accretion of
discounts, is recorded on the accrual basis. Dividends determined to be a
return of capital are recorded as a reduction of the cost basis of the security.
Realized gains and losses from investment transactions are reported on an
identified cost basis.
Valuation of investments - Securities listed on a national securities exchange
or the NASDAQ National Market are valued at the last reported sale price or the
official closing price for certain markets on the exchange of major listing as
of the close of the regular session of the New York Stock Exchange.
Securities that are traded principally in the over-the-counter market, listed
securities for which no sale was reported on the day of valuation, and listed
securities whose primary market is believed by Corbyn Investment Management,
Inc. ("Corbyn" or the "Adviser") to be over-the-counter are valued at the mean
of the closing bid and asked prices obtained from sources that the Adviser deems
appropriate.
Short-term investments are valued at amortized cost, which approximates fair
market value. The value of securities that mature, or have an announced call,
within 60 days will be valued at market value.
Securities for which market quotations are not readily available are valued at
fair value as determined in good faith by the Adviser as directed by the Board
of Directors.
In determining fair value, the Adviser, as directed by the Board of Directors,
considers all relevant qualitative and quantitative information available.
These factors are subject to change over time and are reviewed periodically.
The values assigned to fair value investments are based on available information
and do not necessarily represent amounts that might ultimately be realized,
since such amounts depend on future developments inherent in long-term
investments. Further, because of the inherent uncertainty of valuation, those
estimated values may differ significantly from the values that would have been
used had a ready market of the investments existed, and the differences could be
material.
Dividends and distributions to stockholders - The Fund records dividends and
distributions to stockholders on the ex-dividend date.
Redemption fees - The Fund's Board of Directors has adopted policies and
procedures with respect to frequent purchases and redemptions of Fund shares by
Fund shareholders. The Fund is intended for long-term investors. The Fund
discourages and does not accommodate frequent purchases and redemptions of Fund
shares by Fund shareholders. The Fund reserves the right to decline a purchase
order for any reason.
"Market-timers" who engage in frequent purchases and redemptions over a short
period can disrupt the Fund's investment program and create additional
transaction costs that are borne by all shareholders. Therefore, the Fund
imposes a 2% redemption fee for shares held 60 days or less. The fee is
deducted from the seller's redemption proceeds and deposited into the Fund to
help offset brokerage commissions, market impact, and other costs associated
with fluctuations in Fund asset levels and cash flow caused by short-term
trading. All shareholders are subject to these restrictions regardless of
whether you purchased your shares directly from the Fund or through a financial
intermediary. However, the Fund is limited in its ability to determine whether
trades placed through financial intermediaries may signal excessive trading.
Accordingly, the Fund may not be able to determine whether trading in combined
orders or in omnibus accounts is contrary to the Fund's policies. The Fund
reserves the right to reject combined or omnibus orders in whole or in part.
The "first-in, first-out" method is used to determine the holding period. Under
this method, the date of redemption will be compared with the earliest purchase
date of shares held in the account. If the holding period for shares purchased
is 60 days or less, the fee will be charged. The redemption fee may be modified
or discontinued at any time, in which case, shareholders will be notified.
The fee does not apply to shares acquired through the reinvestment of dividends
or other distributions, or shares redeemed pursuant to a systematic withdrawal
plan or a mandatory IRA distribution.
Risk of loss arising from indemnifications - In the normal course of business,
the Fund enters into contracts that contain a variety of representations, which
provide general indemnifications. 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.
NOTE 2 - DIVIDENDS AND DISTRIBUTIONS
It is the Fund's policy to declare dividends from net investment income and
distributions from net realized gains as determined in accordance with income
tax regulations which may differ from accounting principles generally accepted
in the United States of America. Accordingly, periodic reclassifications are
made within the portfolio's capital accounts to reflect income and gains
available for distribution under income tax regulations.
These dividends are either distributed to shareholders or reinvested by the Fund
in additional shares of common stock, which are issued to shareholders. For
those shareholders reinvesting the dividends, the number of shares issued is
based on the net asset value per share as of the close of business on the
business day previous to the payment date.
NOTE 3 - PURCHASES AND SALES OF INVESTMENTS
For the six months ended June 30, 2006, purchases and sales of investments,
other than short-term investments, aggregated $46,164,885 and $21,785,535,
respectively.
NOTE 4 - FEDERAL INCOME TAXES
It is the policy of the Fund to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies. Accordingly, the
Fund intends to distribute substantially all of its taxable income. Therefore,
no federal income tax provision is required.
Required Fund distributions are based on income and capital gain amounts
determined in accordance with federal income tax regulations, which differ from
net investment income and realized gains recognized for financial reporting
purposes.
Accordingly, the composition of net assets and distributions on a tax basis may
differ from those reflected in the accompanying financial statements. As of
December 31, 2005, the components of distributable earnings on a tax basis were
as follows:
Cost of investments $133,850,207
------------
------------
Gross tax unrealized appreciation 25,700,847
Gross tax unrealized depreciation (1,944,687)
------------
Net tax unrealized appreciation 23,756,160
------------
Undistributed ordinary income 320,795
Undistributed long-term capital gain 44,702
------------
Total distributable earnings 365,497
------------
Other accumulated gains/(losses) -
------------
Total accumulated earnings/(losses) $ 24,121,657
------------
------------
NOTE 5 - TRANSACTIONS WITH RELATED PARTIES
Corbyn serves as the Fund's investment adviser. Under an agreement between the
Fund and Corbyn, the Fund pays Corbyn a fee of 0.75% of the first $250 million
of average daily net assets, 0.70% of average daily net assets between $250
million and $500 million and 0.65% of average daily net assets in excess of $500
million, which is computed daily and paid monthly. For the six months ended
June 30, 2006, the Fund incurred $687,349 in advisory fees.
The Fund has also entered into a Services Agreement with Corbyn to provide
various administrative services. As compensation, the Fund pays Corbyn a fee of
$2,500 per month plus 0.01% of average daily net assets, which is computed daily
and paid monthly. For the six months ended June 30, 2006, the Fund incurred
$24,041 in administrative fees to Corbyn.
At June 30, 2006, investors for whom Corbyn was investment adviser held 662,140
shares of the Fund's common stock.
NOTE 6 - SHAREHOLDER SERVICING FEES
Both the Fund and Corbyn have entered into various Shareholder Servicing
Agreements, whereby a fee is paid to certain service agents who administer
omnibus accounts for indirect shareholders of the Fund. The Board of Directors
has authorized the Fund to pay the amount of the fees it estimates the Fund
would have been charged by its transfer agent for administering the accounts on
an individual basis. This amount is included in "Transfer agent fees" on the
accompanying Statement of Operations. For the six months ended June 30, 2006,
the Fund incurred $45,737 of such fees.
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (UNAUDITED)
Continuance of the Investment Advisory Agreement (the "Agreement") must be
considered annually by the directors of the Fund who are not parties to the
Agreement or "interested persons" of any such party (as defined in the 1940 Act)
(the "Independent Directors"). In order for continuance to be approved, a
majority of the Independent Directors must vote for such approval at an in-
person meeting called for this purpose.
The Board of Directors (the "Board"), including the Independent Directors,
approved the continuance of the Agreement most recently at the Board's February
2006 meeting. To assist the Directors in their evaluation of the Agreement, the
Board was supplied with extensive information by the Adviser in advance of the
meeting. After a detailed presentation by the Adviser, during which the written
materials were reviewed and questions from the Board were answered, the
Independent Directors met in executive session with legal counsel to the Fund to
consider the approval of the Agreement. In considering the Agreement, the Board
did not identify any particular overriding factor, but considered all the
information available. Following this session, the full Board reconvened and
unanimously approved the continuation of the Agreement as being in the best
interest of the Fund. Below is a summary of the primary factors considered by
the Board and the conclusions thereto that formed the basis for the Board
approving the continuance of the Agreement:
1. THE NATURE, EXTENT, AND QUALITY OF THE SERVICES TO BE PROVIDED BY THE
ADVISER UNDER THE AGREEMENT. The Board considered the specific
responsibilities of all aspects of the day-to-day management of the
Fund. The Board considered the qualifications and experience of the
portfolio manager and other key personnel of the Adviser involved with
the day-to-day activities of the Fund. The Board also considered the
resources and compliance structure of the Adviser, including the
backgrounds of the chief compliance officers of both the Fund and the
Adviser, as well as the Adviser's compliance record. The Board also
considered the Adviser's marketing efforts and its continued commitment
to the Fund's growth. The Board noted that the Adviser has managed the
Fund since its inception, providing a consistent investment approach
with low turnover of the Adviser's staff. The Board concluded that the
Adviser had sufficient quality and depth of personnel, resources,
investment methods and compliance policies and procedures essential to
performing its duties under its advisory agreement and that the nature,
overall quality, and extent of the management services were
satisfactory and reliable.
2. THE FUND'S HISTORICAL INVESTMENT PERFORMANCE. In assessing the quality
of the portfolio management delivered by the Adviser, the Board
reviewed the short-term and long-term performance of the Fund on both
an absolute basis, and in comparison to the performance of various
category, relative index and major market benchmarks. The Board noted
that the Fund outperformed both of its category benchmarks, which are
groups of other mutual funds with similar investment styles selected by
independent providers of mutual fund information, for the 1-, 3-, 5-
and 10-year periods ended December 31, 2005. The Board also considered
the consistency of returns and the level of risk taken. The Board
concluded that the Adviser's historical investment performance was
highly satisfactory under current market conditions and consistent with
the Fund's long-term performance objective.
3. THE COSTS OF THE SERVICES TO BE PROVIDED BY THE ADVISER AND THE
STRUCTURE OF THE ADVISER'S FEES UNDER THE ADVISORY AGREEMENT. In
considering the advisory fee and total fees and expenses of the Fund,
the Board reviewed a presentation comparing the Fund to a group of peer
funds. Each of the peer funds used a research-intensive investment
style similar to that of the Fund and did not have a 12b-1 Plan. The
Board considered that the Fund's contractual advisory fee of 0.75% was
less than the median contractual advisory fee of the peer funds at a
common net asset level. The Board also considered that the Fund's
total expense ratio of 1.16% was lower than the median total expense
ratio of the peer funds. The Board concluded that, although the
Adviser had not agreed to waive and/or reimburse Fund expenses at a
certain level, the Adviser had consistently maintained an annual
expense ratio in line with its peer group. Additionally, the fees
charged by the Adviser were in line with the fees it charged to its
other separately managed accounts and were not excessive.
4. ECONOMIES OF SCALE. The Board also considered that economies of scale
would be expected to be realized by the Adviser as the assets of the
Fund grow. The Board noted that the Agreement's fee schedule included
breakpoints at net asset levels of $250 million and $500 million,
whereby the fees paid by the Fund would decrease at the higher asset
levels. The Board concluded that there were no significant economies
of scale to be shared by the Adviser at current asset levels, but
considered revisiting this issue in the future as circumstances and
asset levels changed.
5. COSTS OF SERVICES PROVIDED AND PROFITS TO BE REALIZED BY THE ADVISER.
The Board then discussed the costs of the services to be provided and
the profitability of the Adviser. Specific attention was given to the
methodologies followed in allocating costs to the Fund. The Board
recognized that the cost allocation methodologies are inherently
subjective and various allocation methodologies may each be reasonable
while producing different results. In this regard, the Board noted
that the allocation appeared reasonable. After such review, the Board
determined that the profitability of the Adviser with respect to the
Agreement was not excessive, and that the Adviser had maintained
adequate profit levels to support the services to the Fund.
6. OTHER FACTORS AND CONSIDERATIONS. The Board periodically reviews and
considers other material information throughout the year relating to
the quality of services provided to the Fund, such as the receipt of
research services in exchange for soft dollar credit in connection with
commissions on the Fund's equity transactions. The Board noted that
the commissions paid by the Fund are reasonable and that the Fund
receives quality execution, regardless of whether the commissions are
used to pay for research through soft dollar arrangements. Other
material information considered includes the Adviser's management of
its relationship with the Fund's third party service providers, and
expenses paid to those third parties. Also, at its quarterly meetings,
the Board reviews detailed information relating to the Fund's portfolio
and performance, and receives a presentation from the Fund's portfolio
manager.
The Board did not identify any single factor discussed previously, but instead
considered all factors collectively in its determination to approve the
Agreement. The Directors, including the Independent Directors, unanimously
concluded that the terms of the Agreement are fair and reasonable, that the
Adviser's fees are reasonable in light of the services provided to the Fund and
the benefits received by the Adviser, and that the Agreement is in the best
interest of the Fund.
GREENSPRING FUND, INCORPORATED
2330 WEST JOPPA ROAD, SUITE 110
LUTHERVILLE, MD 21093
(410) 823-5353
(800) 366-3863
WWW.GREENSPRINGFUND.COM
The Fund's proxy voting policies and procedures, as well as its proxy voting
record for the most recent 12 month period ended June 30, are available without
charge, upon request, by contacting the Fund at (800) 366-3863 or
greenspring@greenspringfund.com. The Fund will send the information within
three business days of receipt of the request, by first class mail or other
means designed to ensure equally prompt delivery. The Fund's proxy voting
record is also available on the Commission's website at http://www.sec.gov. The
Fund files its complete schedule of portfolio holdings with the Commission for
the first and third quarters of each fiscal year on Form N-Q. The Fund's Forms
N-Q are available on the Commission's website and may be reviewed and copied at
the Commission's Public Reference Room in Washington, DC. Information on the
operation of the Public Reference Room may be obtained by calling
(202) 551-8090. The Fund's first and third quarter reports are available on its
website at www.greenspringfund.com.
DIRECTORS
Charles vK. Carlson, Chairman
William E. Carlson
David T. Fu
Sean T. Furlong
Michael J. Fusting
Michael T. Godack
Richard Hynson, Jr.
Michael P. O'Boyle
OFFICERS
Charles vK. Carlson
President and Chief Executive Officer
Michael J. Fusting
Sr. Vice President and
Chief Financial Officer
Michael T. Godack
Sr. Vice President
Elizabeth Agresta Swam
Chief Compliance Officer
Secretary and Treasurer
INVESTMENT ADVISER
Corbyn Investment Management, Inc.
2330 West Joppa Road, Suite 108
Lutherville, MD 21093-7207
ADMINISTRATOR,
FUND ACCOUNTANT AND TRANSFER AGENT
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202
DISTRIBUTOR
Quasar Distributors, LLC
615 East Michigan Street
Milwaukee, WI 53202
CUSTODIAN
U.S. Bank, N.A.
425 Walnut Street
Cincinnati, OH 45202
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Tait, Weller & Baker LLP
1818 Market Street, Suite 2400
Philadelphia, PA 19103
LEGAL COUNSEL
Kirkpatrick & Lockhart
Nicholson Graham LLP
1601 K Street, N.W.
Washington, DC 20006
ITEM 2. CODE OF ETHICS.
- -----------------------
Not applicable for semi-annual reports.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
- ----------------------------------------
Not applicable for semi-annual reports.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
- -----------------------------------------------
Not applicable for semi-annual reports.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
- ----------------------------------------------
Not applicable to registrants who are not listed issuers (as defined in Rule
10A-3 under the Securities Exchange Act of 1934).
ITEM 6. SCHEDULE OF INVESTMENTS.
- --------------------------------
Schedule of Investments is included as part of the report to shareholders filed
under Item 1 of this Form.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
- -------------------------------------------------------------------------
MANAGEMENT INVESTMENT COMPANIES.
- --------------------------------
Not applicable to open-end investment companies.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
- -------------------------------------------------------------------------
Not applicable to open-end investment companies.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
- ---------------------------------------------------------------------------
COMPANY AND AFFILIATED PURCHASERS.
- ----------------------------------
Not applicable to open-end investment companies.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
- ------------------------------------------------------------
Not Applicable.
ITEM 11. CONTROLS AND PROCEDURES.
- ---------------------------------
(a) The Registrant's Chief Executive Officer and Chief Financial Officer have
reviewed the Registrant's disclosure controls and procedures (as defined in
Rule 30a-3(c) under the Investment Company Act of 1940 (the "Act")) as of a
date within 90 days of the filing of this report, as required by Rule 30a-
3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities
Exchange Act of 1934. Based on their review, such officers have concluded
that the disclosure controls and procedures are effective in ensuring that
information required to be disclosed in this report is appropriately
recorded, processed, summarized and reported and made known to them by
others within the Registrant and by the Registrant's service provider.
(b) There were no changes in the Registrant's internal control over financial
reporting (as defined in Rule 30a-3(d) under the Act) that occurred during
the second fiscal quarter of the period covered by this report that has
materially affected, or is reasonably likely to materially affect, the
Registrant's internal control over financial reporting.
ITEM 12. EXHIBITS.
- -----------------
(a) (1) Any code of ethics or amendment thereto, that is subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy Item 2 requirements through filing an exhibit. Not Applicable.
(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. Filed herewith.
(3) Any written solicitation to purchase securities under Rule 23c-1 under
the Act sent or given during the period covered by the report by or on
behalf of the registrant to 10 or more persons. Not applicable to open-end
investment companies.
(b) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Furnished 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.
(Registrant) Greenspring Fund, Incorporated
-------------------------------------------------------------
By (Signature and Title)*<F13> /s/ Charles vK. Carlson
--------------------------------------------
Charles vK. Carlson, Chief Executive Officer
Date August 28, 2006
--------------------------------------------------------------------
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.
By (Signature and Title)*<F13> /s/ Charles vK. Carlson
--------------------------------------------
Charles vK. Carlson, Chief Executive Officer
Date August 28, 2006
--------------------------------------------------------------------
By (Signature and Title)*<F13> /s/ Michael J. Fusting
--------------------------------------------
Michael J. Fusting, Chief Financial Officer
Date August 28, 2006
--------------------------------------------------------------------
*<F13> Print the name and title of each signing officer under his or her
signature.