SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-2
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 17
STERLING CAPITAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
635 Madison Avenue, New York, New York, 10022
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code (212)980-3360
<PAGE>
CONTENTS OF FORM N-2
Part I INFORMATION REQUIRED IN A PROSPECTUS OR REGISTRATION
STATEMENT
Page
3 Item 1 Cover Page (Prospectus Only)
3 Item 2 Synopsis (Prospectus Only)
3 Item 3 Condensed Financial Information (Prospectus Only)
3 Item 4 Plan of Distribution
3 Item 5 Use of Proceeds
3-4 Item 6 General Information and History
4 Item 7 Investment Objectives and Policies
4-5 Item 8 Tax Status
5-6 Item 9 Brokerage Allocation and Other Practices
6 Item 10 Pending Legal Proceedings
6 Item 11 Control Persons and Principal Holders of Securities
6 Item 12 Directors, Officers and Advisory Board Members
6 Item 13 Remuneration of Directors and Others
6 Item 14 Custodian, Transfer Agent and Dividend Paying Agent
7 Item 15 Investment Advisory and Other Services
7 Item 16 Default and Arrears on Senior Securities
7 Item 17 Capital Stock
7 Item 18 Long-Term Debt
7 Item 19 Other Securities
7 Item 20 Financial Statements
PART II OTHER INFORMATION
8 Item 1 Marketing Arrangements
8 Item 2 Other Expenses of Issuance and Distribution
8 Item 3 Indemnification
8-9 Item 4 Financial Statements and Exhibits
9 Item 5 Persons controlled by or Under Common Control with
Registrant
9 Item 6 Number of Holders of Securities
10 Item 7 Location of Accounts and Records
10 Item 8 Business and Other Connections of Investment
Advisor
10 Item 9 Management Services
10 Item 10 Undertakings
11 SIGNATURES
<PAGE>
PART I INFORMATION REQUIRED IN PROSPECTUS OR REGISTRATION
STATEMENT
Item 1 Cover Page (Prospectus only)
Inapplicable
Item 2 Synopsis (Prospectus only)
Inapplicable
Item 3 Condensed Financial Information (Prospectus only)
Inapplicable
Item 4 Plan of Distribution
Inapplicable
Item 5 Use of Proceeds
Inapplicable
Item 6 General Information and History
The information in subparagraphs (a), (b) and (c) of Item 6, as
amended, is hereby incorporated by reference. Subparagraph (d)
of Item 6 is hereby amended in entirety to read as follows:
(d) The Registrant's shares of common stock are listed on the
American Stock Exchange. The Registrant's shares of common stock
have historically traded on the market for less than the net
asset value of such shares.
Net Asset Value Per Share
As at (1) 1996 1995 1994
March 31 (unaudited) $7.83 $7.09 $7.35
June 30 (unaudited) 8.01 7.46 7.17
Sept. 30 (unaudited) 8.06 7.90 7.16
Dec. 31 8.15 7.49 6.87
(1) The Registrant's Board of Directors determines the value of
Registrant's net assets as of the end of each fiscal quarter.
<PAGE>
Information with Respect to the Market Price and
Volume of Trading of Registrant's Securities
1996 Shares
For 3 Months Ended High Low Traded
March 31 $6.375 $5.625 13,100
June 30 6.00 5.50 10,500
September 30 6.75 5.625 37,400
December 31 7.25 6.25 20,400
1995 Shares
For 3 Months Ended High Low Traded
March 31 $5.375 $4.50 26,300
June 30 5.375 4.75 20,000
September 30 5.75 5.00 14,100
December 31 7.125 5.375 22,100
1994 Shares
For 3 Months Ended High Low Traded
March 31 $7.625 $6.875 15,400
June 30 7.375 6.75 6,000
September 30 7.875 6.625 37,900
December 31 7.00 4.875 26,500
As of March 31, 1997 the unaudited net asset value per share
was $7.99. The closing sales price for the Registrant's shares
on the American Stock Exchange on March 31, 1997 was $6.75.
Item 7 Investment Objectives and Policies
The information in subparagraphs (a), (b), (c) and (d) of Item
7, as amended, is hereby incorporated by reference.
Item 8 Tax Status
The information in Item 8, as amended, is hereby amended in its
entirety as follows:
(a) The Registrant for the fiscal year ending December 31, 1996
was a "personal holding company" under the Internal Revenue Code
of 1986, as amended (the "Code"), since five or fewer
stockholders owned directly or indirectly more than 50% of the
Registrant's outstanding stock and more than 60% of the
Registrant's adjusted ordinary gross income was personal holding
company income. As a personal holding company, the Registrant
would also be subject <PAGE>
to penalty taxes unless it distributes to its
shareholders an amount at least equal to its otherwise undistributed
personal holding company income, net of appropriate deductions applicable
thereto. For the year ended December 31, 1996 the Registrant
did not have any undistributed personal holding company income.
Personal holding company income does not include the excess of
net realized long-term capital gain over net realized short-term
capital loss, less the Federal income tax attributable to such
excess.
The Registrant policy is to comply with the requirements of the
Code that are applicable to regulated investment companies and
to distribute all its taxable income to its shareholders.
(b) The information set forth in subparagraph (a) of Item 8, as
amended, is hereby incorporated by reference.
(c) The information set forth in subparagraph (a) of Item 8, as
amended, is hereby incorporated by reference.
(d) Certain special tax aspects of the Registrant are described
in paragraph (a) of this Item which is hereby incorporated by
reference.
Item 9 Brokerage Allocation
The information in subsection (1) of subparagraph (a) of Item 9
is amended to read in its entirety as follows:
(a)(1) The aggregate dollar amount of brokerage commissions paid
by the Registrant during the three most recent fiscal years:
Year Ended December 31
1996 1995 1994
$34,398 $36,258 $51,076
The information in subsection (2) of subparagraphs (a) of Item
9, as amended, is hereby incorporated by reference.
The information in subparagraph (b) of Item 9, as amended, is
hereby incorporated by reference.
The information in subparagraph (c) of Item 9 is hereby
incorporated by reference.
<PAGE>
Subparagraph (d) of Item 9 is hereby amended to read in its
entirety, as follows:
During the fiscal year ended December 31, 1996, approximately
$34,398 in brokerage commissions ($24,095,522 in purchase and
sale transactions) were designated to brokers because of
research services provided by such brokers.
Item 10 Pending Legal Proceedings
None
Item 11 Control Persons and Principal Holders of Securities
The information in Item 11, as amended, is hereby incorporated
by reference.
Item 12 Directors, Officers and Advisory Board Members
The information in Item 12 , as amended, is hereby incorporated
by reference.
Item 13 Remuneration of Directors and Officers
Item 13 is amended to read as follows:
(1) (2) (3) (4) (5)
Pension or
Retirement
Benefits Estimated
Capacities Accrued Annual
in Which Aggregate During Regis- Benefits
Remuneration Remun- trant's Last Upon
Name of Person Was Received eration Fiscal Year Retirement
Wayne S. Reisner President 65,000 N/A 45,500
Richard Kaufman Executive Vice President
and Treasurer 56,250 N/A 39,375
Item 14 Custodian, Transfer Agent and Dividend Paying Agent
The information in Item 14, as amended, is hereby incorporated
by reference.
Item 15 Investment Advisory and Other Services
None
Item 16 Defaults and Arrears on Senior Securities
None
Item 17 Capital Stock
The information in Item 17, as amended, is hereby incorporated
by reference.
Item 18 Long-Term Debt
None
Item 19 Other Securities
None
Item 20 Financial Statements
A. Statements of the Registrant
1. Statement of Assets and Liabilities
The information contained in the Balance Sheet and Statement of
Assets and Liabilities included in the Registrant's Annual
Report to Shareholders for the fiscal year ended December 31,
1996, previously filed with the Commission, is hereby
incorporated by reference.
2. Statement of Income and Expense, Realized and Unrealized Gain
or Loss on Investments
The information contained in the Statement of Income and
Expense, Realized and Unrealized Gain or Loss on Investments
included in the Registrant's Annual Reports to Shareholders for
the fiscal years ended December 31, 1996, December 31, 1995 and
December 31, 1994, respectively, previously filed with the
Commission, is hereby incorporated by reference.
B. Consolidated Statements
Inapplicable since the Registrant has no subsidiaries.
C. Unconsolidated Subsidiaries
Inapplicable.
D. General Provisions
Inapplicable
E. Historical Financial Information
Inapplicable.
PART II OTHER INFORMATION
Item 1 Marketing Agreements
Inapplicable.
Item 2 Other Expenses of Issuance and Distribution
Inapplicable.
Item 3 Indemnification
The information in Item 3 of Part II, as amended, is hereby
incorporated by reference.
Item 4 Financial Statements and Exhibits
(a) Financial Statements:
Included in Part I hereof:
Statement of Assets and Liabilities of the Registrant as at
December 31, 1996, included in the Registrant's Annual Report to
Shareholders for the fiscal year ended December 31, 1996,
previously filed with the Commission, is hereby incorporated by
reference.
Included in Part II hereof:
Registrant's Portfolio of Investment in Securities as at
December 31, 1996, included in the Registrant's Annual Report to
Shareholders for the fiscal year ended December 31, 1996,
previously filed with the Commission, is hereby incorporated by
reference.
Statements of Operations for the years ended December 31, 1996,
1995, 1994, included in the Registrant's Annual Reports to
Shareholders for the fiscal years ended December 31, 1996, 1995
and 1994, respectively, previously filed with the Commission,
are hereby incorporated by reference.
Notes to Financial Statements, included in the Registrant's
Annual Reports to Shareholders for the fiscal years ended
December 31, 1996, 1995 and 1994, respectively, previously filed
with the Commission, are hereby incorporated by reference.
(b) Exhibits
1. Exhibit 1 to Form N-2, as amended, is hereby incorporated by
reference.
2. Exhibit 2 to Form N-2, as amended, is hereby incorporated by
reference.
3. None.
4. Exhibit 4 to Form N-2, as amended, is hereby incorporated by
reference.
5. None
6. None
7. None
8. Exhibit 8 to Form N-2, as amended, is hereby incorporated by
reference.
9. Exhibit 9 to Form N-2, as amended, is hereby incorporated by
reference.
10. None.
11. None.
12. None.
13. None.
14. None.
15. None.
Item 5 Persons Controlled by or Under Common Control with
Registrant
The information appearing in Item 11 in Part I is hereby
incorporated by reference.
Item 6 Number of Holders of Securities
Item 6 is hereby amended in its entirety to read as follows:
(1) (2)
Title of Class Number of Record Holders
Common Stock, $1 par value 1,368 as of April 28, 1997
Item 7 Location of Accounts and Records
Item 7 of Part II, as amended, is hereby incorporated by
reference.
Item 8 Business and Other Connections of Investment Advisor
Inapplicable.
Item 9 Management Services
None.
Item 10 Undertakings
Inapplicable.
SIGNATURES
Pursuant to the requirement of the Investment Company Act of
1940, the Registrant has duly caused this Amendment No. 17 to
Form N-2 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, and State of
New York, on the 28th day of April, 1997.
STERLING CAPITAL CORPORATION
(Registrant)
By:
Wayne S. Reisner, President
