<Page>
As filed with the Securities and Exchange Commission on September 8, 2005
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, 2005
-----------------
Date of reporting period: JUNE 30, 2005
-------------
<Page>
ITEM 1. REPORT TO STOCKHOLDERS.
[GREENSPRING FUND LOGO]
SEMI-ANNUAL REPORT
JUNE 30, 2005
THIS REPORT IS AUTHORIZED FOR DISTRIBUTION ONLY WHEN PRECEDED OR ACCOMPANIED BY
A CURRENT COPY OF THE PROSPECTUS OF THE GREENSPRING FUND, INCORPORATED.
<Page>
GREENSPRING FUND, INCORPORATED
July 2005
Dear Fellow Shareholders:
After a moderate amount of fluctuation, the Greenspring Fund ended in
positive territory for the three months ended June 30, 2005. The performances of
the major stock market averages were mixed, with the Dow Jones Industrial
Average declining, while several other major indices finished higher for the
quarter. PLEASE REFER TO THE CHART AT THE END OF THE DISCUSSION FOR FURTHER
DETAILS ABOUT PERFORMANCE.
Volatility returned to the financial markets during the second quarter of
2005. For example, the Dow Jones Industrial Average dropped almost 5% from the
beginning of the quarter through April 20. It then rallied more than 6% into the
middle of June, before sagging again to finish the quarter lower by more than
2%. Similarly, the Greenspring Fund dropped more than 4% through May 13 before
rallying more than 6% into mid-June, and then sliding slightly, but still
finishing in positive territory for the quarter. Historically, it has been
uncharacteristic for the Greenspring Fund to track the performance of the stock
market so closely. This quarter, however, the Greenspring Fund experienced an
unusual amount of volatility due, in part, to movement in our fixed income
holdings, which continue to represent a significant portion of the Fund's
portfolio.
Contributing to the volatility in certain sectors of the bond market were
the two increases in the Federal Funds rate (the rate banks charge each other
for overnight loans) enacted by the Federal Reserve during the quarter. The
Federal Funds rate now stands at 3.25%, after being raised nine times since May
of 2004 when the rate was 1%. Rising short-term rates meant that investors in
short-term fixed income investments continued to face a headwind with their
investments, instead of having the wind at their back. Longer-term interest
rates, such as mortgage rates, remained surprisingly low in this rising
short-term interest rate environment, causing the gap between short-term rates
and long-term rates to narrow significantly.
Throughout the quarter, the Fund's "busted convert" holdings exhibited
uncharacteristic short-term volatility, although by June 30 the values of the
busted convert holdings had risen above their beginning-of-the-quarter
valuation. Although the rising interest rate environment had a slight negative
impact on the busted convert holdings, the principal cause of this instability
was a supply/demand imbalance caused by a flow of funds away from convertible
arbitrage hedge funds and high yield bond investors. This disruption proved to
be temporary, and the turmoil in the markets created several attractive buying
opportunities for us.
During the last several years, the financial press has written widely about
hedge funds and the vast sums of money they have raised for investment in a
variety of strategies.
1
<Page>
One popular hedge fund strategy has been "convertible arbitrage" --
simplistically, a strategy whereby its proponents buy convertible bonds of a
company while at the same time selling "short" an offsetting amount of common
stock of the same company (a short seller benefits when the stock price
declines). The goal is to generate a consistent level of positive return,
regardless of whether the company's securities are moving up (in which case they
make money on the convertible bond, but lose a lesser amount on the "short"
stock position) or moving down (in which case they make more money on their
short stock position than they lose in value from the convertible bond dropping
in price). This strategy had historically racked up an impressive record of
positive performance during many types of market conditions, thus earning a
reputation of an "absolute" performance strategy -- i.e., its success was not
dependent upon a favorable stock or bond market.
As is typically the case on Wall Street, however, success attracted
additional assets to the strategy and a great deal of new competition in the
form of other investors attempting to emulate the approach. Especially with the
recent popularity of hedge funds, a significant flow of funds was directed
toward this investment discipline. As a result, the best ideas were quickly
exploited, available returns began to decline, and proponents of the strategy
had to "stretch" further and further to find acceptable investment ideas. In
some cases, they purchased busted converts, such as the type in which we
specialize, even though their lack of equity sensitivity made them less
appropriate for convertible arbitrage strategies. The "absolute" positive
results were winnowed away steadily, and eventually began to turn negative. To
the dismay of investors who had expected steady consistent returns, convertible
arbitrage hedge funds posted negative returns during each of the first five
months of 2005, and generated year-to-date losses of almost 9% through the end
of May (according to a study by Goldman, Sachs & Co.).
The disconcerting string of losses from a strategy that had been touted as
an "absolute" performance strategy capable of producing steady positive returns
caused many of the investors in convertible arbitrage hedge funds to question
their commitment to this strategy. Large institutional investors (endowments,
pension plans and wealthy families who utilize hedge funds) began to withdraw
money from convertible arbitrage hedge funds. According to Goldman, Sachs & Co.,
as much as 23% of the amount of assets invested in this strategy at the
beginning of the year had been withdrawn by the end of May 2005. As these hedge
funds were flooded with withdrawal requests, managers were forced to liquidate
holdings in their portfolios. These forced liquidations led to temporary
supply/demand imbalances in certain convertible securities. The imbalances
pushed prices lower in the short run, not because investors were any more
concerned about the degree of risk of the securities, but because prices needed
to drop to reach a short-term "market-clearing" price.
This temporary softening in prices led to many buying opportunities in
convertible bonds, including some good opportunities in busted converts. One of
the reasons we favor busted converts is that, in contrast to the convertible
arbitrage approach, our exit strategy is not dependent upon selling our bonds to
other investors in the marketplace to achieve
2
<Page>
the expected returns. In our "base case" scenario, we expect to buy-and-hold our
bonds, collecting the interest payments from the issuing company at regular
intervals and receiving our principal back when the bonds mature. Other
developments can and often do occur that allow us the option of selling the
bonds to other investors in the open market at more favorable prices than
originally expected, but when that happens, it is "icing on the cake" for us.
When a bond decreases in price because of a temporary supply/demand
imbalance, we view it as if the bond is "on sale." As long as a company's
operating fundamentals have not changed significantly, or the company is not
dependent upon speedy access to the capital markets, the issuing company's
ability to service its debt is not affected by the short-term dynamics of the
bond market. When sellers abound for non-fundamental reasons such as the need to
meet redemption requests from hedge funds, forcing prices lower, we view the
bonds as having simply been "marked down" for quick sale. When our research
tells us that there has been no fundamental change in a company's ability to
service its debt, we view the markdown as an opportunity to exploit. During the
second quarter, such short-term dynamics helped to create attractive entry
prices for new busted convert purchases of the King Pharmaceuticals 2.75% notes
and the Millennium Pharmaceuticals 5.5% notes.
During this period of volatility in the bond market, we sought to take
advantage of the dynamics of the market place by adjusting and upgrading the
Greenspring Fund's busted convert holdings. During recent months, we had already
been in the process of selling several busted converts that we had thought were
fully priced or even overpriced, with little additional returns expected. As the
supply/demand imbalance created opportunities, we also sold some bonds that were
due to mature (or be "put" back to the company or called for redemption) in the
near future. Examples of such sales during the second quarter included our sales
of the Aspen Technology 5.25% converts, the Emulex Corporation 0.25% converts,
the Photronics Inc. 4.75% converts, and the Sanmina 0% converts. With the
proceeds from these sales, we purchased either stocks, or bonds that appeared to
be under market pressure due to forced sales by investors facing redemption
requests. By executing this strategy, we were able to improve the expected yield
in the Fund's busted convert holdings without incurring undue credit risk or
rising interest rate risk. By the end of the second quarter (and continuing into
the current quarter), our busted converts had rallied in price, as a result of
the supply/demand imbalances having been largely corrected. However, if more
assets are withdrawn from convertible arbitrage hedge funds, volatility and
short-term markdowns may return to the convertible bond market. If this occurs,
we will look to take advantage of the situation once again.
The first half of this year has been somewhat frustrating for many
investors, including us. Many conflicting crosscurrents have affected the
markets and increased the volatility in both the stock and bond markets. An
observer who simply noted the beginning and ending values of the well-known
stock and bond indices would be misled into thinking that not much had happened
in the financial markets. At the Greenspring Fund, we have
3
<Page>
always tried to take advantage of volatility in the markets as periods of
undervaluation typically provide opportunities to purchase securities at
attractive prices, and periods of optimistic valuations present opportunities to
reduce our holdings at attractive prices. So far in 2005, we have been able to
do both. We remain confident and optimistic about the structure of Greenspring
Fund's portfolio and our expectations for the securities held. However, if
volatility continues during the balance of the year, we will look to restructure
the composition of the portfolio further. We hope that all of our shareholders
are enjoying a pleasant and relaxing summer!
Respectfully,
/s/ Charles vK. Carlson
Charles vK. Carlson
President
PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.
TOP 10 HOLDINGS AS OF JUNE 30, 2005: Brooks Automation 4.75% Convertible Bonds
(5.2%); BISYS Group, Inc. 4% Convertible Bonds (4.8%); Quanta Services 4%
Convertible Bonds (4.5%); Akamai Technologies 5.5% Convertible Bonds (4.2%);
Amkor Technology 5.75% Convertible Bonds (3.5%); Suncor Energy (3.5%); Curagen
Corporation 6.0% Convertible Bonds (3.3%); Mercury Interactive 4.75% Convertible
Bonds (3.0%); Wabash National Corp (3.0%); United America Indemnity Ltd. (3.0%).
Fund holdings are subject to change and should not be considered a
recommendation to buy or sell any security.
4
<Page>
GREENSPRING FUND VS. MAJOR MARKET INDICES
QUARTER-END PERFORMANCE AS OF 06/30/05
<Table>
<Caption>
2ND QUARTER
3/31/05-
6/30/05 YTD 1 YEAR 5 YEARS* 10 YEARS*
------- --- ------ -------- ---------
GREENSPRING FUND +0.58% -0.19% +5.63% +10.17% +8.96%
DJIA -2.18% -4.71% -1.54% -0.33% +8.47%
NASDAQ +2.89% -5.45% +0.45% -12.30% +8.21%
S&P 500 +0.91% -1.70% +4.43% -3.91% +8.13%
Russell 2000 +4.00% -1.83% +8.14% +4.34% +8.47%
</Table>
*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 TOLL FREE. THE
FUND IMPOSES A 2.00% 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.
The Fund's performance numbers are calculated on a total return basis reflecting
the reinvestment of all income. Indices represent principal only.
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.
The Dow Jones Industrial Average is an unmanaged index of common stocks
comprised of major industrial companies. The Russell 2000 Index consists of the
smallest 2,000 companies in a group of 3,000 U.S. companies in the Russell 3000
Index, as ranked by market capitalization. The S&P 500 Index is a broad-based
unmanaged index of 500 stocks, which is widely recognized as representative of
the equity market in general. The NASDAQ Composite Index is a market
capitalization-weighted index that is designed to
5
<Page>
represent the performance of the National Market System which includes over
5,000 stocks traded only over-the-counter and not on an exchange. You cannot
invest directly in an index.
Quasar Distributors, LLC, Distributor (08.05)
[CHART]
PORTFOLIO ALLOCATION* AT JUNE 30, 2005 (UNAUDITED)
<Table>
Cash ** 2%
Common Stock 50%
Preferred Stock 1%
Convertible Bond 47%
</Table>
* As a percentage of net assets.
** Cash equivalents and other assets less liabilities.
6
<Page>
EXPENSE EXAMPLE For the Six Months Ended June 30, 2005 (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 (1/1/2005 - 6/30/2005).
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.
<Table>
<Caption>
EXPENSES PAID
BEGINNING ENDING DURING THE PERIOD
ACCOUNT VALUE ACCOUNT VALUE 1/1/2005 -
1/1/2005 6/30/2005 6/30/2005*
- --------------------------------------------------------------------------------------
Actual $ 1,000 $ 998 $ 5.85
Hypothetical
(5% annual return
before expenses) $ 1,000 $ 1,019 $ 5.91
</Table>
* Expenses are equal to the Fund's annualized expense ratio of 1.18%, multiplied
by the average account value over the period multiplied by 181/365 (to reflect
the one-half year period).
7
<Page>
GREENSPRING FUND, INCORPORATED
SCHEDULE OF INVESTMENTS at June 30, 2005 (Unaudited)
<Table>
<Caption>
SHARES VALUE
- -------------------------------------------------------------------------------------------
COMMON STOCKS 49.7%
BANKS - REGIONAL: 1.6%
6,100 Columbia Bancorp $ 222,345
26,190 Provident Bankshares Corp. 835,723
14,476 SunTrust Banks, Inc. 1,045,746
---------------
2,103,814
---------------
BUSINESS & PROFESSIONAL SERVICES: 2.6%
165,450 FTI Consulting, Inc.* 3,457,905
---------------
COMMUNICATIONS EQUIPMENT: 1.6%
242,270 Radyne Corp.* 2,102,904
---------------
CONSTRUCTION SERVICES: 1.9%
33,900 EMCOR Group, Inc.* 1,657,710
169,864 U.S. Home Systems, Inc.* 851,019
---------------
2,508,729
---------------
DIVERSIFIED NATURAL GAS: 2.9%
108,400 Energen Corp. 3,799,420
---------------
ELECTRICAL EQUIPMENT: 0.4%
8,700 Emerson Electric Co. 544,881
---------------
ENGINEERING SERVICES: 2.4%
175,525 Michael Baker Corp.* 3,134,877
---------------
FINANCIAL SERVICES: 0.8%
23,000 CIT Group, Inc. 988,310
---------------
HEALTHCARE: 1.9%
165,600 Nabi Biopharmaceuticals* 2,522,088
---------------
INDUSTRIAL MATERIALS: 3.2%
156,700 Brush Engineered Materials, Inc.* 2,234,542
448,200 GrafTech International, Ltd.* 1,927,260
---------------
4,161,802
---------------
INSURANCE: 8.3%
11,300 Assurant, Inc. 407,930
308,000 KMG America Corp.* 3,061,520
34,450 PartnerRe, Ltd. 2,219,269
226,184 United America Indemnity, Ltd.* 3,888,103
37,050 W.R. Berkley Corp. 1,321,944
---------------
10,898,766
---------------
INSURANCE - BROKERAGE: 2.1%
218,000 USI Holdings Corp.* $ 2,807,840
---------------
MULTI-INDUSTRY: 1.3%
38,400 Griffon Corp.* 852,480
20,000 Pentair, Inc. 856,200
---------------
1,708,680
---------------
OIL & GAS EXPLORATION/PRODUCTION: 5.8%
7,800 Burlington Resources, Inc. 430,872
50,000 Energy Partners, Ltd.* 1,310,500
22,280 EOG Resources, Inc. 1,265,504
96,000 Suncor Energy, Inc. 4,542,720
---------------
7,549,596
---------------
REAL ESTATE: 0.4%
4,500 First Potomac Realty Trust 111,600
27,500 Urstadt Biddle Properties, Inc. - Class A 476,300
---------------
587,900
---------------
SAVINGS INSTITUTIONS: 0.9%
30,000 Washington Mutual, Inc. 1,220,700
---------------
SOLID WASTE SERVICES: 3.4%
363,000 Allied Waste Industries, Inc.* 2,878,590
108,500 Waste Industries USA, Inc. 1,534,190
---------------
4,412,780
---------------
TRANSPORTATION: 5.9%
33,200 Celadon Group, Inc.* 565,728
141,287 Rush Enterprises, Inc. - Class A* 1,884,769
57,837 Rush Enterprises, Inc. - Class B* 775,594
28,200 SCS Transportation, Inc.* 501,960
163,500 Wabash National Corp. 3,961,605
---------------
7,689,656
---------------
UTILITIES - ELECTRIC: 2.3%
49,500 PPL Corp. 2,939,310
---------------
TOTAL COMMON STOCKS
(cost $48,566,862) 65,139,958
---------------
</Table>
See accompanying Notes to Financial Statements.
8
<Page>
<Table>
<Caption>
SHARES / PRINCIPAL VALUE
- -------------------------------------------------------------------------------------------
PREFERRED STOCKS: 0.5%
REAL ESTATE: 0.5%
22,975 Corporate Office Properties
Trust - Series E, 10.25%
(cost $631,693) $ 603,783
---------------
CONVERTIBLE BONDS: 47.0%
BIOTECHNOLOGY: 6.8%
$ 4,675,000 CuraGen Corp.,
6.00%, 2/2/07 4,365,281
3,003,000 Human Genome Sciences, Inc.,
5.00%, 2/1/07 2,916,664
1,671,000 Human Genome Sciences, Inc.,
3.75%, 3/15/07 1,585,884
---------------
8,867,829
---------------
CONSTRUCTION SERVICES: 4.5%
6,190,000 Quanta Services, Inc.,
4.00%, 7/1/07 5,911,450
---------------
FINANCIAL SERVICES: 7.0%
6,300,000 The Bisys Group, Inc.,
4.00%, 3/15/06 6,238,972
2,966,000 E*Trade Financial Corp.,
6.00%, 2/1/07 2,986,391
---------------
9,225,363
---------------
PHARMACEUTICALS: 3.5%
582,000 King Pharmaceuticals, Inc.,
2.75%, 11/15/21 556,901
1,393,000 Millennium
Pharmaceuticals, Inc.,
5.50%, 1/15/07 1,378,199
546,000 Nektar Therapeutics,
5.00%, 2/8/07 532,691
2,313,000 Nektar Therapeutics,
3.50%, 10/17/07 2,161,209
---------------
4,629,000
---------------
SEMICONDUCTORS: 4.9%
5,868,000 Atmel Corp., 0.00%, 5/23/21 2,732,288
3,486,000 Brocade Communications
Systems, Inc., 2.00%, 1/1/07 3,357,454
303,000 Emulex Corp., 0.25%, 12/15/23 283,210
---------------
6,372,952
---------------
SEMICONDUCTOR EQUIPMENT: 8.7%
$ 4,874,000 Amkor Technology, Inc.,
5.75%, 6/1/06 $ 4,569,375
7,160,000 Brooks Automation, Inc.,
4.75%, 6/1/08 6,866,891
---------------
11,436,266
---------------
SOFTWARE: 3.8%
420,000 BEA Systems, Inc.,
4.00%, 12/15/06 413,831
4,005,000 Mercury Interactive Corp.,
4.75%, 7/1/07 3,984,975
574,000 Wind River Systems, Inc.,
3.75%, 12/15/06 568,978
---------------
4,967,784
---------------
SOLID WASTE SERVICES: 1.0%
1,471,000 Allied Waste Industries, Inc.,
4.25%, 4/15/34 1,252,189
---------------
TELECOMMUNICATIONS: 6.8%
5,485,000 Akamai Technologies, Inc.,
5.50%, 7/1/07 5,502,141
3,895,000 Ciena Corp.,
3.75%, 2/1/08 3,447,075
---------------
8,949,216
---------------
TOTAL CONVERTIBLE BONDS
(cost $62,028,468) 61,612,049
---------------
SHORT-TERM INVESTMENT: 2.4%
MONEY MARKET INVESTMENT: 2.4%
3,120,597 BlackRock Liquidity Funds
TempFund (cost $3,120,597) 3,120,597
---------------
TOTAL INVESTMENTS IN SECURITIES
(cost $114,347,620): 99.6% 130,476,387
Other Assets less Liabilities: 0.4% 604,615
---------------
NET ASSETS: 100.0% $ 131,081,002
===============
</Table>
*Non-income producing securities.
See accompanying Notes to Financial Statements.
9
<Page>
STATEMENT OF ASSETS AND LIABILITIES at June 30, 2005 (Unaudited)
<Table>
ASSETS
Investments in securities, at value (cost $114,347,620) $ 130,476,387
Receivables:
Fund shares sold 53,369
Dividends and interest 869,719
Prepaid expenses 3,815
Total assets 131,403,290
------------------
LIABILITIES
Payables:
Securities purchased 15,162
Fund shares redeemed 132,914
Due to Adviser 91,654
Accrued expenses 82,558
------------------
Total liabilities 322,288
------------------
Net Assets $ 131,081,002
==================
Capital shares issued and outstanding (60,000,000 shares
authorized, $0.01 par value) 6,327,142
==================
Net asset value, offering and redemption price per share $ 20.72
==================
COMPONENTS OF NET ASSETS
Capital stock at par value $ 63,271
Paid-in capital 112,424,253
Undistributed net investment income 1,481,703
Undistributed net realized gain on investments 983,008
Net unrealized appreciation on investments 16,128,767
------------------
Net assets $ 131,081,002
==================
</Table>
See Accompanying Notes to Financial Statements.
10
<Page>
STATEMENT OF OPERATIONS For the Six Months Ended June 30, 2005 (Unaudited)
<Table>
INVESTMENT INCOME
Income
Interest $ 1,942,632
Dividends (net of foreign withholding taxes of $3,538) 292,799
------------------
Total income 2,235,431
------------------
Expenses
Advisory fees 499,011
Legal fees 79,729
Administration fees 71,100
Transfer agent fees 51,811
Registration fees 22,635
Reports to shareholders 15,958
Custody fees 12,259
Directors fees 11,750
Audit fees 10,750
Miscellaneous fees 5,831
Insurance fees 5,723
------------------
Total expenses 786,557
------------------
Net investment income 1,448,874
------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on investments 317,572
Capital gain distribution from regulated investment company 14,542
Change in net unrealized appreciation/depreciation on investments (2,227,504)
------------------
Net realized and unrealized loss on investments (1,895,390)
------------------
Net decrease in net assets resulting from operations $ (446,516)
==================
</Table>
See Accompanying Notes to Financial Statements.
11
<Page>
STATEMENTS OF CHANGES IN NET ASSETS
<Table>
<Caption>
SIX MONTHS ENDED YEAR ENDED
JUNE 30, 2005# DECEMBER 31, 2004
------------------------------------
INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS
Net investment income $ 1,448,874 $ 3,120,101
Net realized gain on investments 317,572 2,611,166
Capital gain distribution from regulated
investment company 14,542 54,744
Change in net unrealized appreciation/depreciation
on investments (2,227,504) 4,596,801
---------------- -----------------
NET INCREASE (DECREASE) IN NET ASSESTS RESULTING
FROM OPERATIONS (446,516) 10,382,812
---------------- -----------------
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income - (3,378,779)
From net realized gain (950,512) (1,186,604)
---------------- -----------------
TOTAL DISTRUBUTIONS TO SHAREHOLDERS (950,512) (4,565,383)
---------------- -----------------
CAPITAL SHARE TRANSACTIONS
Net increase (decrease) in net assests
derived from net change in outstanding shares (a)+ (8,602) 17,326,198
---------------- -----------------
TOTAL INCREASE (DECREASE) IN NET ASSETS (1,405,630) 23,143,627
---------------- -----------------
NET ASSETS
Beginning of period 132,486,632 109,343,005
---------------- -----------------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT
INCOME OF $1,481,703 AND $32,829, RESPECTIVELY) $ 131,081,002 $ 132,486,632
================ =================
</Table>
(a) A summary of capital share transactions is as follows:
<Table>
<Caption>
SIX MONTHS ENDED YEAR ENDED
JUNE 30, 2005# DECEMBER 31, 2004
---------------------------------------------------------------------
SHARES VALUE SHARES VALUE
--------------- --------------- --------------- ---------------
Shares sold 1,170,859 $ 24,063,660 2,390,115 $ 48,385,098
Shares issued in reinvestment
of distributions 43,510 897,616 212,946 4,297,481
Shares redeemed + (1,223,972) (24,969,878) (1,743,851) (35,356,381)
--------------- --------------- --------------- ---------------
Net increase (decrease) (9,603) $ (8,602) 859,210 $ 17,326,198
=============== =============== =============== ===============
</Table>
# Unaudited.
+ Net of redemption fees of $9,502 and $10,318, respectively.
See Accompanying Notes to Financial Statements.
12
<Page>
GREENSPRING FUND, INCORPORATED
FINANCIAL HIGHLIGHTS FOR A CAPITAL SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<Table>
<Caption>
SIX MONTHS
ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
2005# 2004 2003 2002 2001 2000
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value,
beginning of period $ 20.91 $ 19.96 $ 15.70 $ 17.74 $ 16.98 $ 15.41
---------- ---------- ---------- ---------- ---------- ----------
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income 0.23 0.52 0.53 0.88 0.93 0.85
Net realized and unrealized
gain (loss) on investments (0.27) 1.18 4.34 (1.98) 0.79 1.51
---------- ---------- ---------- ---------- ---------- ----------
Total from investment
operations (0.04) 1.70 4.87 (1.10) 1.72 2.36
---------- ---------- ---------- ---------- ---------- ----------
LESS DISTRIBUTIONS:
From net investment income -- (0.56) (0.61) (0.94) (0.96) (0.79)
From net realized gain (0.15) (0.19) -- -- -- --
---------- ---------- ---------- ---------- ---------- ----------
Total distributions (0.15) (0.75) (0.61) (0.94) (0.96) (0.79)
---------- ---------- ---------- ---------- ---------- ----------
Paid-in capital from
redemption fees (Note 1) --* --* --* --* -- --
---------- ---------- ---------- ---------- ---------- ----------
Net asset value,
end of period $ 20.72 $ 20.91 $ 19.96 $ 15.70 $ 17.74 $ 16.98
========== ========== ========== ========== ========== ==========
Total return (0.19)%^ 8.69% 31.34% (5.99)% 10.23% 15.64%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of
period (millions) $ 131.1 $ 132.5 $ 109.3 $ 51.3 $ 50.7 $ 46.7
Ratio of expenses to
average net assets 1.18%+ 1.06% 1.14% 1.19% 1.19% 1.24%
Ratio of net
investment income
to average net assets 2.18%+ 2.60% 3.44% 5.33% 5.04% 4.83%
Portfolio turnover rate 16.19%^ 35.21% 102.43% 78.58% 89.41% 100.78%
</Table>
# Unaudited.
* Amount less than $0.01 per share.
^ Not Annualized.
+ Annualized.
See Accompanying Notes to Financial Statements.
13
<Page>
GREENSPRING FUND, INCORPORATED
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 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 (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
14
<Page>
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.
15
<Page>
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, 2005, purchases and sales of investments,
other than short-term investments, aggregated $23,308,639 and $20,796,584,
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.
16
<Page>
For tax purposes, net assets at June 30, 2005 consist of:
<Table>
Unrealized appreciation $ 19,832,589
Unrealized depreciation (3,703,822)
---------------
Net unrealized appreciation 16,128,767
Undistributed ordinary income 1,481,703
Accumulated long-term capital gains 983,008
Paid-in capital and capital stock 112,487,524
---------------
Net assets $ 131,081,002
===============
</Table>
NOTE 5 - TRANSACTIONS WITH RELATED PARTIES
Corbyn Investment Management, Inc. ("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. At June 30, 2005, investment advisory fees payable amounted to
$80,115.
Corbyn also serves as the Fund's administrator. As administrator, Corbyn
provides administrative services and personnel for fund accounting, regulatory
reporting and other administrative matters. As compensation, the Fund pays
Corbyn a fee of $2,500 a month plus 0.10% of average daily net assets up to $50
million, 0.075% of average daily net assets between $50 million and $200 million
and 0.05% of average daily net assets in excess of $200 million, which is
computed daily and paid monthly. At June 30, 2005, administrative fees payable
amounted to $11,539.
At June 30, 2005, investors for whom Corbyn Investment Management was investment
adviser held 624,978 shares of the Fund's common stock.
NOTE 6 - APPROVAL OF INVESTMENT ADVISORY AGREEMENT
The Investment Advisory Agreement (the "Agreement") must be approved annually by
a majority of 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) by votes
cast in person at a meeting called for this purpose. The Agreement may be
terminated at any time by either party upon 60 days' prior written notice to the
other party and will terminate automatically in the event of its assignment (as
defined in the 1940 Act).
The Board of Directors approved the continuance of the Agreement most recently
at its February 2005 meeting. The Board focused on the quality of services
provided by Corbyn and the overall fairness of the Agreement to the Fund. The
Board requested and
17
<Page>
reviewed quantitative and qualitative information to assist it in evaluating the
Fund's advisory arrangements, including comparative expense ratio and advisory
fee statistical information, performance data and a description of the nature of
the services provided by Corbyn. The Board discussed the quality of services
provided by Corbyn by reviewing the Fund's performance for the fiscal year ended
December 31, 2004 of 8.7% compared to major market benchmark indices and
relative market benchmark indices. The Board also discussed the performance of
the Fund compared to relevant benchmark indices. The Board reviewed the Fund's
long-term performance compared to the Morningstar Moderate Allocation and Lipper
Flexible Portfolio categories (these categories are independent classifications
of funds based on evaluations of the funds' investment objective and actual
strategies used by the funds) and to major market indices and the degree of risk
undertaken by the Fund to achieve its performance.
In considering the overall fairness of the Agreement, the Board compared the
advisory fees and expense ratios of comparably sized funds with similar
operating structures. The Board noted that the current and historic advisory fee
level and overall expense ratio compared favorably to similar funds reviewed.
The Board considered that the advisory fee schedule would lower the effective
advisory fee as the Fund's assets grew. The Board then determined that the
Fund's fee structure and expense ratio were reasonable. Based on the
considerations above, the Board concluded that the terms of the Agreement are
fair and reasonable.
NOTE 7 - SUBSEQUENT EVENTS
Effective July 1, 2005, the Board of Directors retained U.S. Bancorp Fund
Services, LLC ("USBFS") to provide services to the Fund pursuant to a Fund
Administration Servicing Agreement and a Fund Accounting Servicing Agreement.
The Board of Directors also retained Quasar Distributors, LLC ("Quasar") to act
as the Fund's principal underwriter in a continuous public offering of the
Fund's shares. Quasar and USBFS are affiliated entities under common control of
U.S. Bancorp.
18
<Page>
GREENSPRING FUND, INCORPORATED
PERFORMANCE SINCE INCEPTION
[CHART]
GREENSPRING FUND
HOW $10,000 INVESTED ON 7/1/83 WOULD HAVE GROWN*
<Table>
<Caption>
Year Dollars
- ------ --------
Jul-83 $ 10,000
Dec-83 $ 11,223
Dec-84 $ 12,692
Dec-85 $ 15,238
Dec-86 $ 17,668
Dec-87 $ 19,304
Dec-88 $ 22,389
Dec-89 $ 24,762
Dec-90 $ 23,149
Dec-91 $ 27,626
Dec-92 $ 32,190
Dec-93 $ 36,906
Dec-94 $ 37,952
Dec-95 $ 45,082
Dec-96 $ 55,291
Dec-97 $ 68,532
Dec-98 $ 57,585
Dec-99 $ 59,108
Dec-00 $ 68,354
Dec-01 $ 75,345
Dec-02 $ 70,835
Dec-03 $ 93,036
Dec-04 $101,120
Jun-05 $100,930
</Table>
Average annual total returns for the one, three, five and ten year periods ended
June 30, 2005 were 5.63%, 10.32%, 10.17% and 8.96%, respectively.
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 TOLL FREE. THE
FUND IMPOSES A 2.00% REDEMPTION FEE FOR SHARES HELD 60 DAYS OR LESS.
*Figures include changes in principal value, reinvested dividends and capital
gains distributions. Past expense limitations increased the Fund's return.
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 distributions
or redemptions of Fund shares.
19
<Page>
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
(800) SEC-0330. 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 T. Godack
Sr. Vice President
Michael J. Fusting
Sr. Vice President and
Chief Financial Officer
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
TRANSFER AGENT
PFPC Inc.
760 Moore Rd.
King of Prussia, PA 19406
(800) 576-7498
ADMINISTRATOR
Corbyn Investment Management, Inc.
2330 West Joppa Road, Suite 108
Lutherville, MD 21093-7207
CUSTODIAN
PFPC Trust Company
8800 Tinicum Blvd.
Third Floor, Suite 200
Philadelphia, PA 19153
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Tait, Weller and Baker
1818 Market Street, Suite 2400
Philadelphia, PA 19103
LEGAL COUNSEL
Kirkpatrick & Lockhart
Nicholson Graham LLP
1800 Massachusetts Avenue, N.W.
Washington, DC 20036-1800
<Page>
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 open-end investment companies.
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 PURCHASES.
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
<Page>
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 providers.
(b) There were no significant changes in the Registrant's internal controls
over financial reporting that occurred during the Registrant's last fiscal
half-year 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.
2
<Page>
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) /s/ Charles vK. Carlson
---------------------------
Charles vK. Carlson, Chief Executive Officer
Date September 7, 2005
-----------------------------------------------------------------
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)* /s/ Charles vK. Carlson
------------------------
Charles vK. Carlson, Chief Executive Officer
Date September 7, 2005
------------------------------------------------------------------
By (Signature and Title)* /s/ Michael J. Fusting
---------------------------
Michael J. Fusting, Chief Financial Officer
Date September 7, 2005
------------------------------------------------------------------
3