Omb Approval Omb Number: 3235-0570 Expires: November 30, 2005 Estimated average burden hours per response: 5.0 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: 811-05807 NAIC Growth Fund, Inc. (Exact name of registrant as specified in charter) 711 West 13 Mile Road, Madison Heights, MI 48071 (Address of principal executive offices) (zip code) Kenneth S. Janke, President NAIC Growth Fund, Inc. 711 W. 13 Mile Road Madison Heights, MI 48071 (248) 583-6242 (Name and address of agent for service) Registrant's telephone number, including area code: (877) 275-6242 Date of period: June 30 Date of reporting period: June 30, 2004 Item 1. Reports to Stockholders. Semi-Annual Report June 30, 2004 www.naicgrowthfund.com Contents Report to Shareowners 2 Statement of Assets and Liabilities 3 Statement of Operations 4 Statements of Changes in Net Assets 5 Financial Highlights 6 Portfolio of Investments 7 Notes to Financial Statements 10 2004 Annual Shareholders Meeting 14 NAIC Growth Fund, Inc., Board of Directors 15 Shareowner Information 15 Report to Shareowners: June 30, 2004 The first six months of 2004 has been one of uncertainties for the stock market. Weighing on investors minds, both individual and institutional, has been the question of a pick up in inflation, oil prices, interest rates, Iraq and a Presidential election. The stock market has never liked uncertainties and those mentioned above have contributed to the narrow range that stocks have traded in during the first half of the year. Evidence of that is the performance of the popular stock averages. The S&P 500 was up 2.6% while the DJIA increased 1.6%. The Net Asset Value of the Fund was up 0.5%. On a positive side, corporate earnings have been making good progress for the most part, some of the reports being robust. It appears that second quarter results will continue the pattern. We have also been pleased with the dividend increases that have been declared so far this year. Changes in the portfolio in the first six months include additional purchases of 2,000 Abbott Laboratories bringing the total holding to 12,000 shares; 1,000 American International Group (11,000); 3,000 CitiGroup (18,000); 2,000 General Electric (24,000); 2,000 H.J. Heinz (16,000); 2,000 Pfizer (25,000); 4,000 PolyMedica (8,000); 2,000 State Street (10,000); 1,000 Synovus Financial (25,000) and 2,000 Teleflex (14,000). In addition, two-for-one splits were paid by Donaldson, Johnson Controls, Pentair and Stryker. We also received a spin-off of 1,200 Hospira from Abbott Laboratories. Two sales were made of Albertson's with a $64,000 loss and Invacare resulting in a gain of more than $153,000. We look forward to having some of the uncertainties behind us in the coming months and a return to stock prices reflecting earnings and potential earnings. Thomas E. O'Hara Kenneth S. Janke Chairman President NAIC Growth Fund, Inc. Statement of Assets and Liabilities As of June 30, 2004 (unaudited) ASSETS Investment securities -at market value (cost $10,587,542) $22,060,698 Short-term investments -at amortized cost 3,995,819 Cash and cash equivalents 204,429 Dividends & interest receivable 41,182 Prepaid fees 15,233 Prepaid insurance 2,012 26,319,373 LIABILITIES Dividends payable - Accrued expenses (7,641) Accounts payable 1,675 Advisor fee payable 15,062 9,096 TOTAL NET ASSETS $26,310,277 SHAREOWNERS' EQUITY Common Stock-par value $0.001 per share; authorized 50,000,000 shares, outstanding 2,423,121 shares $ 2,424 Additional Paid-in Capital 14,730,256 Undistributed net investment income 13,612 Undistributed net realized gain on investments 90,829 Unrealized appreciation of investments 11,473,156 SHAREOWNERS' EQUITY $26,310,277 NET ASSET VALUE PER SHARE $ 10.86 See notes to financial statements NAIC Growth Fund, Inc. Statement of Operations For the Period Ended June 30, 2004 (unaudited) INVESTMENT INCOME Interest $ 20,168 Dividends 204,010 224,178 EXPENSES Advisory fees 88,030 Legal fees 34,000 Expense reimbursement 22,848 Insurance 12,070 Transfer agent 12,000 Audit fees 8,000 Other professional fees 6,000 Custodian fees 5,500 Directors' fees & expenses 4,813 Other fees & expenses 4,750 Printing 4,000 Mailing & postage 3,000 Annual shareowners' meeting 1,750 Total Expenses 206,761 Net investment income 17,417 REALIZED AND UNREALIZED GAIN ON INVESTMENTS Realized gain on investments: Proceeds from sale of investment securities 744,172 Cost of investment securities sold 653,343 Net realized gain on investments 90,829 Unrealized appreciation of investments: Unrealized appreciation at beginning of year 10,347,031 Unrealized appreciation at end of period 11,473,156 Net change in unrealized appreciation on investments 1,126,125 Net realized and unrealized gain on investments 1,216,954 NET INCREASE FROM OPERATIONS $ 1,234,371 See notes to financial statements NAIC Growth Fund, Inc. Statements of Changes in Net Assets six months ended June 30, 2004 year ended (unaudited) December 31, 2003 FROM OPERATIONS: Net investment income $ 17,417 $ 12,596 Net realized gain on investments 90,829 806,949 Net change in unrealized appreciation on investments 1,126,125 2,887,254 Net increase/(decrease) from operations 1,234,371 3,706,799 DISTRIBUTIONS TO STOCKHOLDERS FROM: Net investment income - 16,990 Net realized gain from investment transactions - 806,949 Total distributions - 823,939 FROM CAPITAL STOCK TRANSACTIONS: Dividend reinvestment 419,422 748,337 Cash purchases 155,287 314,679 Net increase from capital stock transactions 574,709 1,063,016 Net increase/(decrease) in net assets 1,809,080 3,945,876 TOTAL NET ASSETS: Beginning of year $24,501,197 $20,555,321 End of period (including undistributed net investment income of 17,417 and ($3,805), respectively) $26,310,277 $24,501,197 Shares: Shares issued to common stockholders under the dividend reinvestment plan, cash purchase plan, and follow-on offering 54,669 104,355 Shares at beginning of year 2,368,452 2,264,097 Shares at end of period 2,423,121 2,368,452 See notes to financial statements NAIC Growth Fund, Inc. Financial Highlights (a) six months ended June 30, 2004 years ended December 31, (Unaudited) 2003 2002 2001 2000 1999 Net asset value at beginning of year $10.34 $9.08 $11.08 $11.96 $11.22 $10.86 Net investment income .01 .01 .02 .04 .09 .08 Net realized and unrealized gain (loss) on investments .51 1.60 (1.48) (.25) 2.18 .76 Total from investment operations .52 1.61 (1.46) (.21) 2.27 .84 Distribution from: Net investment income - (.01) (.02) (.04) (.09) (.09) Realized gains - (.34) (.52) (.63) (1.44) (.39) Total distributions - (.35) (.54) (.67) (1.53) (.48) Net asset value at end of period $10.86 $10.34 $9.08 $11.08 $11.96 $11.22 Per share market value, end of period last traded price (b) $8.55 $9.50 $9.95 $10.75 $10.50 $10.00 Total Investment Return Annualized: Based on market value 1 year (19.00%) (1.02%) 2.10% 3.70% 30.90% 2.85% from inception 8.74% 9.94% 10.86% 11.66% 12.57% 10.28% Based on net asset value 1 year 10.31% 18.05% (13.81%)(1.59%)27.27% 7.75% from inception 10.62% 10.63% 10.06% 12.42% 13.81% 13.15% Net Assets, end of year (000's) $26,310.3 $24,501.2 $20,555.3 $23,909.2 $23,927.8 $22,351.7 Ratios to average net assets annualized: Ratio of expenses to average net assets (c) 1.62% 1.79% 1.61% 1.57% 1.25% 1.00% Ratio of net investment income to average net assets (c) .14% .06% .17% 0.32% 0.74% 0.70% Portfolio turnover rate 7.08% 11.31% 11.19% 1.77% 10.61% 4.20% Average commission rate paid per share $0.097 $0.125 $0.125 $0.125 $0.125 $0.125 (a) All per share data for all periods has been restated to reflect the effect of a 15% stock dividend which was declared on August 18, 2000 and paid on September 29, 2000 to shareholders of record on Sept. 18, 2000. (b) If there was no sale on the valuation date, the bid price for each such date is shown. (c) For the years ended 2000, & 1999, the adviser voluntarily waived all or a portion of its fees. Had the adviser not done so in 2000, and 1999, the ratio of expenses to average net assets would have been 1.44%, & 1.37%, and the ratio of net investment income to average net assets would have been 0.55%, & 0.32%, for each of these years. NAIC Growth Fund, Inc. Portfolio of Investments - June 30, 2004 (unaudited) % Common Stock Shares Cost Market 3.5 Auto Replacement O'Reilly Auto* 20,000 $242,606 $923,600 11.7 Banking Bank One Corp. 10,000 331,370 504,200 Citigroup 18,000 194,288 833,940 Comerica, Inc. 10,000 404,669 540,900 Huntington Banc. 25,000 238,023 569,500 Synovus Financial 25,000 263,393 628,500 2.4 Building Products Johnson Controls 12,000 96,895 641,880 2.6 Chemicals RPM 25,000 287,099 377,750 Sigma Aldrich 5,000 94,937 298,450 3.6 Consumer Products Colgate-Palmolive 10,000 200,450 586,000 Newell Rubbermaid 16,000 413,527 369,440 2.9 Electrical Equipment General Electric 24,000 441,341 775,920 2.0 Electronics Diebold 10,000 269,187 522,700 10.1 Ethical Drugs Abbott Laboratories 12,000 516,377 495,600 Johnson & Johnson 15,000 614,274 836,100 Merck & Co., Inc. 10,000 359,350 473,500 Pfizer, Inc. 25,000 516,875 858,500 1.9 Financial Services State Street Boston 10,000 167,976 486,800 6.8 Food ConAgra 18,000 351,815 486,900 Heinz, H.J. 16,000 532,050 621,760 McCormick & Co 20,000 223,975 681,400 8.1 Hospital Supplies Biomet Corp. 17,000 166,709 747,830 Hospira 1,200 34,252 34,248 PolyMedica 8,000 218,481 246,160 Stryker Corp. 20,000 95,500 1,096,400 2.6 Industrial Services Donaldson Co. 24,000 162,563 681,120 6.1 Insurance AFLAC, Inc. 20,000 143,906 810,400 American Int'l Group 11,000 266,419 784,850 2.4 Machinery Emerson Electric 10,000 335,278 629,500 8.2 Multi Industry Carlisle 9,000 364,086 555,840 Pentair 28,000 456,569 912,800 Teleflex 14,000 445,436 694,400 1.2 Office Supplies Avery Dennison 5,000 264,504 321,450 1.9 Realty Trust First Industrial Realty Trust 14,000 394,963 510,860 3.1 Soft Drinks PepsiCo 15,000 335,649 805,500 2.7 Transportation Sysco Corp. 20,000 142,750 716,000 83.8% Investment Securities $10,587,542 $22,060,698 Short-term Investments 15.3 United States Treasury Bills, Maturing 7/29/2004 $3,995,819 1.0 Misc. Cash Equivalents 262,856 16.3% $4,258,675 Total Investments $26,319,373 (0.1) All other assets less liabilities (9,096) 100% TOTAL NET ASSETS $26,310,277 See notes to financial statements Top Ten Holdings - NAIC Growth Fund, 6/30/04 Company Market % of Value Portfolio Investments Stryker $1,096,400 4.2 O'Reilly Auto 923,600 3.5 Pentair 912,800 3.5 Pfizer Inc. 858,500 3.3 Johnson & Johnson 836,100 3.2 Citigroup 833,940 3.2 AFLAC 810,400 3.1 PepsiCo. 805,500 3.1 American Int. Gp. 784,850 3.0 General Electric 775,920 2.9 See notes to financial statements NAIC Growth Fund, Inc. Notes to Financial Statements (1) ORGANIZATION The NAIC Growth Fund, Inc. (the "Fund") was organized under Maryland law on April 11, 1989 as a diversified closed-end investment company under the Investment Company Act of 1940. The Fund commenced operations on July 2, 1990. (2) SIGNIFICANT ACCOUNTING POLICIES The following is a summary of the significant accounting policies followed by the Fund not otherwise set forth in the notes to financial statements: Dividends and Distributions - Dividends from the Fund's net investment income and realized net long- and short-term capital gains will be declared and distributed at least annually. Shareowners may elect to participate in the Dividend Reinvestment and Cash Purchase Plan (see Note 4). Investments - Investments in equity securities are stated at market value, which is determined based on quoted market prices or dealer quotes. If no such prices are available on the valuation date, the Board of Directors has determined the most recent market prices be used. Pursuant to Rule 2a-7 of the Investment Company Act of 1940, the Fund utilizes the amortized cost method to determine the carrying value of short-term debt obligations. Under this method, investment securities are valued for both financial reporting and Federal tax purposes at amortized cost, which approximates fair value. Any discount or premium is amortized from the date of acquisition to maturity. Investment security purchases and sales are accounted for on a trade date basis. Interest income is accrued on a daily basis while dividends are included in income on the ex- dividend date. Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Federal Income Taxes - The Fund intends to comply with the general qualification requirements of the Internal Revenue Code applicable to regulated investment companies. The Fund intends to distribute at least 90% of its taxable income, including net long- term capital gains, to its shareowners. In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also the Fund's intention to declare as dividends in each calendar year at least 98% of its net investment income and 98% of its net realized capital gains plus undistributed amounts from prior years. The following information is based upon Federal income tax cost of portfolio investments as of June 30, 2004: Gross unrealized appreciation $ 11,538,025 Gross unrealized depreciation (64,869) Net unrealized appreciation $ 11,473,156 Federal income tax cost $ 10,587,542 Expenses -The Fund's service contractors bear all expenses in connection with the performance of their services. The Fund bears all expenses incurred in connection with its operations including, but not limited to, management fees (as discussed in Note 3), legal and audit fees, taxes, insurance, shareowner reporting and other related costs. Such expenses will be charged to expense daily as a percentage of net assets. The Advisory Agreement provides that the Fund may not incur annual aggregate expenses in excess of two percent (2%) of the first Ten Million Dollars of the Fund's average net assets, one and one-half percent (1 1/2%) of the next Twenty Million Dollars of the average net assets, and one percent (1%) of the remaining average net assets for any fiscal year. Any excess expenses shall be the responsibility of the Investment Adviser, and the pro rata portion of the estimated annual excess expenses will be offset against the Investment Adviser's monthly fee. A director of the Fund provides services for acting as Secretary to the Fund. The fees for those services amounted to $6,000 for the period ended June 30, 2004. (3) MANAGEMENT ARRANGEMENTS Investment Adviser - Growth Fund Advisor, Inc., serves as the Fund's Investment Adviser subject to the Investment Advisory Agreement, and is responsible for the management of the Fund's portfolio, subject to review by the board of directors of the Fund. For the services provided under the Investment Advisory Agreement, the Investment Adviser receives a monthly fee at an annual rate of three-quarters of one percent (0.75%) of the average weekly net asset value of the Fund, during the times when the average weekly net asset value is at least $3,800,000. The Investment Adviser will not be entitled to any compensation for a week in which the average weekly net asset value falls below $3,800,000. Custodian and Plan Agent - Standard Federal Bank, NA (SFB) serves as the Fund's custodian pursuant to the Custodian Agreement. As the Fund's custodian, SFB receives fees and compensation of expenses for services provided including, but not limited to, an annual account charge, annual security fee, security transaction fee and statement of inventory fee. American Stock Transfer and Trust Company serves as the Fund's transfer agent and dividend disbursing agent pursuant to Transfer Agency and Dividend Disbursement Agreements. American Stock Transfer and Trust Company receives fees for services provided including, but not limited to, account maintenance fees, activity and transaction processing fees and reimbursement of out-of-pocket expenses such as forms and mailing costs. (4) DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN The Fund has a Dividend Reinvestment and Cash Purchase Plan (the "Plan") which allows shareowners to reinvest dividends paid and make additional contributions. Under the Plan, if on the valuation date the net asset value per share is lower than the market price at the close of trading on that day, then the Plan Agent will elect on behalf of the shareowners who are participants of the Plan to take the dividends in newly issued shares of the Fund's common stock. If net asset value exceeds the market price on the valuation date, the Plan Agent will elect to receive cash dividends, and will promptly buy shares of the Fund's common stock on whatever market is consistent with best price and execution. The number of shares credited to each shareowner participant's account will be based upon the average purchase price for all shares purchased. (5) DISTRIBUTIONS TO SHAREOWNERS No distributions were made this year to date. The tax character of distributions paid during 2003 and 2002 was as follows: 2003 2002 Distributions paid from: Ordinary income $ 16,990 $ 43,435 Long-term capital gain 806,949 1,181,894 $823,939 $1,225,329 As of June 30, 2004, the components of distributable earnings on a tax basis were as follows: Undistributed ordinary income $ 13,612 Unrealized appreciation $11,473,156 (6) Investment transactions Purchases and sales of securities, other than short-term securities for the period ended June 30, 2004, were $1,545,227 and $744,172, respectively. (7) FINANCIAL HIGHLIGHTS The Financial Highlights present a per share analysis of how the Fund's net asset value has changed during the years presented. Additional quantitative measures expressed in ratio form analyze important relationships between certain items presented in the financial statements. The Total Investment Return based on market value assumes that shareowners bought into the Fund at the bid price and sold out of the Fund at the bid price. In reality, shareowners buy into the Fund at the ask price and sell out of the Fund at the bid price. Therefore, actual returns may differ from the amounts stated. 2004 ANNUAL SHAREHOLDERS MEETING The 2004 annual meeting of shareholders was held on April 15, 2004 for the following purposes: 1. To elect a Board of eight (8) Directors; 2. To ratify or reject the selection of Plante & Moran, PLLC as independent auditors of the Fund for the calendar year ending December 31, 2004. The following Directors were elected for Proposal 1: Thomas O'Hara, Kenneth Janke, Lewis Rockwell, Carl Holth, Peggy Schmeltz, Benedict Smith, James Lane, and Luke Sims. For Proposal 2, shareholders ratified the selection of Plante & Moran, PLLC as independent accountants of the Fund. Tabulation Report Proposal 1 - Election of Directors For Against Abstain Withheld Thomas O'Hara 1,721,908 36,168 Kenneth Janke 1,721,726 36,352 Lewis Rockwell 1,722,813 35,268 Carl Holth 1,732,419 25,661 Peggy Schmeltz 1,721,271 36,808 Benedict Smith 1,725,246 32,834 James Lane 1,724,115 33,966 Luke Sims 1,731,969 26,111 Proposal 2 - Selection of Plante & Moran, PLLC 1,719,429 11,849 26,798 Total shares issued and outstanding on record date: 2,410,210 NAIC Growth Fund, Inc. Board of Directors Thomas E. O'Hara Chairman, Highland Beach, FL Lewis A. Rockwell Secretary, Grosse Pointe Shores, MI Carl A. Holth Director, Clinton Twp., MI Kenneth S. Janke President, Bloomfield Hills, MI Benedict J. Smith Director, Birmingham, MI James M. Lane Director, Highland Beach, FL Peggy L. Schmeltz Director, Bowling Green, OH Luke E. Sims Director, Milwaukee, WI Shareowner Information The ticker symbol for the NAIC Growth Fund, Inc., on the Chicago Stock Exchange is GRF. You may wish to visit the Chicago Stock Exchange web site at www.chicagostockex.com. The dividend reinvestment plan allows shareowners to automatically reinvest dividends in Fund common stock without paying commissions. Once enrolled, you can make additional stock purchases through monthly cash deposits ranging from $50 to $1,000. For more information, request a copy of the Dividend Reinvestment Service for Stockholders of NAIC Growth Fund, Inc., from American Stock Transfer and Trust Company, P.O. Box 922 Wall Street Station, New York, NY 10038 Telephone 1-800-937-5449 Questions about dividend checks, statements, account consolidation, address changes, stock certificates or transfer procedures should be written to American Stock Transfer and Trust Company, P.O. Box 922 Wall Street Station, New York, NY 10038 Telephone 1-800-937- 5449 A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (1) without charge, upon request, by calling 877-275- 6242; (2) on the Fund's website at www.naicgrowthfund.com; and (3) on the Securities and Exchange Commission website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (1) without charge, upon request by calling 877-275-6242, (2) on the Fund's website at www.naicgrowthfund.com; and (3) on the Securities and Exchange Commission website at http://www.sec.gov. NAIC Growth Fund, Inc. files its complete schedule of portfolio holdings with the Securities and Exchange 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 Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's Forms N-Q are also available on the Fund's website at www.naicgrowthfund.com or without charge, upon request, by calling 877-275-6242. Shareowners or individuals wanting general information or having questions, write NAIC Growth Fund, Inc., P.O. Box 220, Royal Oak, Michigan 48068. Telephone 877-275-6242 or visit us at our website at www.naicgrowthfund.com. ITEM 2. CODE OF ETHICS. Not required for the semi-annual report ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not required for the semi-annual report ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not required for the semi-annual report ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not required for the semi-annual report ITEM 6. Schedule of Investments The Fund's schedule of investments is included as part of the report to shareholders filed under Item 1 of the this Form. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED END MANAGEMENT INVESTMENT COMPANIES. Not required for the semi-annual report. ITEM 8. PURCHASE OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Not applicable. ITEM 10. CONTROLS AND PROCEDURES. (i) As of August 13, 2004, an evaluation of the effectiveness of the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) was performed under the supervision and with the participation of the registrant's President (Principal Executive Officer) and Accountant (person performing the functions of the Principal Financial Officer). Based on that evaluation, the registrant's President and Accountant concluded that the registrant's controls and procedures are adequately and effectively designed to insure that information required to be disclosed by the registrant is recorded, processed, summarized and reported within the time periods required by the Commission's rules and forms, and that information required to be disclosed in the reports that the registrant files is accumulated and communicated to the registrant's management, as appropriate, to allow timely decisions regarding required disclosure. (ii) There has been no change in the registrants's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the 6 months ending June 30, 2004 that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 11. EXHIBITS: (A)(1) Not applicable. (A)(2) Separate certification of principal executive officer and principal financial officer as required by Rule 30a-2 under the Act. (A)(3) Not applicable. (B) Certification Pursuant to 18 U.S.C. Section 1350. 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. NAIC GROWTH FUND, INC. By: /s/ Kenneth S. Janke ---------------------- Kenneth S. Janke President Date: August 25, 2004 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Kenneth S. Janke ---------------------- Kenneth S. Janke President Date: August 25, 2004 By: /s/ Calvin George --------------------- Calvin George Accountant (Principal Financial Officer) Date: August 25, 2004