STERLING CAPITAL CORP
N-30D, 1998-08-31
Previous: STERLING CAPITAL CORP, NSAR-A, 1998-08-31
Next: WAL MART STORES INC, 424B3, 1998-08-31



                          STERLING CAPITAL CORPORATION
                  Report for the Six Months Ended June 30, 1998






                                    OFFICERS

     Walter Scheuer ........................  Chairman of the Board of Directors
     Wayne S. Reisner ......................  President
     Richard Kaufman .......................  Executive Vice President
     Michael Carey .........................  Treasurer
     Elizabeth Acton .......................  Secretary


                                    DIRECTORS

     Jay Eliasberg                                      Nathan Kingsley
     Arthur P. Floor                                    Archer Scherl
                                 Walter Scheuer


    Transfer Agent and Registrar                            Custodian

   Registrar and Transfer Company                          Citibank, N.A.
        10 Commerce Drive                                  120 Broadway
     Cranford, New Jersey 07016                      New York, New York  10271

             Auditors                                     General Counsel

      Stavisky, Knittle, Tucci &                           Skadden, Arps,
          Goldstein, L.L.P.                           Slate, Meagher & Flom
         342 Madison Avenue                             919 Third Avenue
       New York, New York 10173                      New York, New York 10022























<PAGE>
                          STERLING CAPITAL CORPORATION
                               635 Madison Avenue
                              New York, N.Y. 10022



                                                       August 24, 1998

To our Shareholders:

        Although  stock  prices   advanced   during  the  first  half  of  1998,
significant  divergences  occurred within the market with the performance of the
average  stock  substantially  lagging  the  performance  of the  capitalization
weighted S&P 500 Index.  For  example,  during the second  quarter,  the S&P 500
achieved a gain of 2.9%, but an unweighted average performance of stocks in that
index  declined 1.6%.  Similarly,  on the NASDAQ 70% of all stocks have declined
30% from their highs,  while the index, which is heavily weighted by stocks with
the largest  capitalizations,  is still showing  strong gains for the year.  The
Russell 2000 Index, a proxy for small  capitalization  stocks,  is 20% below its
high and has recorded a 10% decline for the year to date. In short,  beneath the
progress of the major indices, the average stock has not performed well.

         In  addition  to the weak  technical  trends of the  market,  corporate
profit growth slowed to less than 5% during the first half of the year from last
year's double digit rate. Importantly, estimates for the second half of the year
continue to be revised  downward.  The  current  estimate  for S&P 500  earnings
growth for the third  quarter is now 5% versus an estimate of a 10%  increase as
recently as one month ago. Given the high level of valuation for equities,  this
slowdown  in profit  growth  appears  likely to limit the upside  potential  for
equity prices in the near term and, if profits weaken  further,  poses a greater
risk longer term.

         On a more  positive  note,  the economy is still  growing and inflation
remains remarkably subdued with the Consumer Price Index increasing less than 2%
through the first seven months of the year. As expected,  the Asian crisis and a
strong dollar caused the rate of GDP growth to slow,  but continued  strength in
the consumer sector has prevented the economy from contracting.  Federal Reserve
policy has remained unchanged and the interest rate outlook, reflecting the slow
growth, low inflation environment, remains favorable.

         With many stocks already  experiencing bear market declines,  we expect
long term  investors  to be rewarded by purchases  made in  currently  depressed
sectors. On the other hand, the large capitalization stocks that have driven the
market on the upside are  significantly  overvalued  and appear  vulnerable to a
meaningful   correction.   As  a  result,  we  remain   underweighted  in  large
capitalization  growth  stocks and continue to focus on  undervalued  securities
offering superior long term prospects.











                                      -1-
<PAGE>
         Enclosed is a report of our Corporation's operations for the six months
ended  June  30,  1998.   The  unaudited  net  asset  value  per  share  of  the
Corporation's  Common Stock as at June 30, 1998 was $8.63,  as compared with its
audited  net  asset  value at  December  31,  1997 of $8.22 per  share,  in both
instances  giving effect to the  Corporation's  distribution  to shareholders of
$.85 per share paid on January 22, 1998 to  shareholders  of record at the close
of business on December 30, 1997.  As at August 21, 1998 the unaudited net asset
value  per  share was  approximately  $7.82  after  further  giving  effect to a
distribution to shareholders of $.0497 per share,  payable on September 11, 1998
to  shareholders  of record at the close of business on August 28,  1998.  As at
June 30, 19 98 and August 21,  1998 the  closing  sales  price for shares of the
Corporation's  Common Stock on the American  Stock Exchange was $7.75 and $6.375
respectively. Thus, as at June 30, 1998 and August 21, 1998 the market price for
the  Corporation's  shares  represented  discounts of approximately 10% and 18%,
respectively, from the Corporation's net asset values at such dates.

         Certain  of  the   Corporation's   officers  and  directors  and  their
associates may from time to time add to their  investments in the  Corporation's
Common Stock by open market purchases or in private transactions.  Since January
1,  1998  certain  of  the  Corporation's  officer's  and  directors  and  their
associates  have  purchased an  aggregate  of 9,100 shares of the  Corporation's
capital  stock.   Officers  and  directors  of  the  Corporation  currently  own
beneficially, directly or indirectly, an aggregate of 1,945,896 shares (77.8% of
the  outstanding  shares) of the  Corporation's  capital  stock,  not  including
101,000 shares (4.04% of the Corporation's  outstanding shares) owned by certain
associates  of such persons with  respect to which such  officers and  directors
disclaim any beneficial interest.


                                                       Very truly yours,

                                                       /s/Wayne S. Reisner
                                                       -------------------
                                                       Wayne S. Reisner
                                                       President























                                      - 2 -
<PAGE>
<TABLE>
<CAPTION>
                          STERLING CAPITAL CORPORATION
                            INVESTMENTS IN SECURITIES
                               As at June 30, 1998
                                   (Unaudited)


                                                     Number of      Market Value
                                                       Shares         (Note A)
                                                     ---------      ------------
<S>                                                   <C>             <C>       
Common and Preferred Stocks - 73.56%
Technology - 15.50%
 Parkervision Inc. * ......................           112,100         $2,157,925
 Electronics for Imaging, Inc. * ..........            15,000            316,875
 Avnet, Inc. ..............................             5,000            273,437
 Sun Microsystems, Inc. * .................             5,000            217,188
 Electronic Data Systems Corp. ............             5,000            199,688
 Seagate Technology * .....................             7,500            179,062
                                                                      ----------
                                                                      $3,344,175
                                                                      ----------

Real Estate and
Real Estate Investment Trusts - 13.37%
 Camden Property Trust .......................         22,690         $  675,028
 Chateau Communities, Inc. ...................         15,630            449,362
 Merry Land & Investment Co. .................         15,000            315,938
 Toll Brothers Inc. * ........................         10,000            286,875
 Amli Residential Properties Trust ...........         12,500            267,969
 United Dominion Realty Trust ................         15,000            208,125
 Catellus Development Corp. * ................         10,000            176,875
 Equity Office Properties Trust ..............          5,000            141,875
 Equity Residential Properties Trust Pfd C ...          5,000            131,875
 Capstead Mortgage Corp. .....................         15,000            126,563
 Capstead Mortgage Corp Pfd B ................         10,000            105,000
                                                                      ----------
                                                                      $2,885,485
                                                                      ----------

Financial Services  - 12.21%
 Mellon Bank Corp. ........................            12,000         $  836,250
 Chase Manhattan Corp. ....................            10,000            755,000
 MBIA, Inc. ...............................             6,000            449,250
 PartnerRe Ltd. ...........................             5,000            255,000
 Fleet Financial Group ....................             2,500            208,750
 Conseco Financing Trust Pfd. .............             5,000            130,312
                                                                      ----------
                                                                      $2,634,562
                                                                      ----------

</TABLE>
* Non-income producing security

         The accompanying notes are an integral part of these statements


                                     - 3 -
<PAGE>
<TABLE>
<CAPTION>
                          STERLING CAPITAL CORPORATION
                      INVESTMENTS IN SECURITIES - continued
                               As at June 30, 1998
                                   (Unaudited)


                                                     Number of      Market Value
                                                       Shares          (Note A)
                                                      ---------     ------------
<S>                                                    <C>           <C>        
Telecommunication and Media - 10.71%
 Viacom Inc. Cl A * .......................            12,000        $   702,000
 BCE, Inc. ................................            12,500            533,594
 SBC Communications Inc. ..................            10,000            400,000
 GTE Corp. ................................             5,000            278,125
 Tele-Communications Int'l Inc.* ..........            10,000            200,938
 Airtouch Communications Inc.* ............             3,000            175,312
 Cellular Technical Services Inc.* ........            45,000             21,096
                                                                      ----------
                                                                      $2,311,065
                                                                      ----------

Office Equipment and Services - 5.61%
 Xerox Corp. .................................          3,000         $  304,875
 Norrell Corp. ...............................         15,000            299,063
 OfficeMax Inc. * ............................         15,000            247,500
 Ikon Office Solutions .......................         12,500            182,031
 Danka Business Systems ADR...................         15,000            177,187
                                                                      ----------
                                                                      $1,210,656
                                                                      ----------

Healthcare - 5.09%
 Rhone Poulenc S.A. ADR ......................          5,886         $  330,720
 Health Care Property Invs Inc. ..............          9,000            324,563
 Pharmacia & Upjohn, Inc. ....................          7,000            322,875
 Nationwide Health Property Inc. .............          5,000            119,375
 Matria Healthcare, Inc. * ...................             40                140
                                                                      ----------
                                                                      $1,097,673
                                                                      ----------
Energy & Related Services - 3.60%
 Occidental Petroleum Corp. ..................         10,000         $  270,000
 Global Marine Inc. * ........................         10,000            188,125
 Triton Energy Corp.* ........................          5,000            179,375
 ENSCO Intl Inc ..............................          8,000            140,000
                                                                      ----------
                                                                      $  777,500
                                                                      ----------
</TABLE>
* Non-income producing security


         The accompanying notes are an integral part of these statements



                                     - 4 -
<PAGE>
<TABLE>
<CAPTION>
                          STERLING CAPITAL CORPORATION
                      INVESTMENTS IN SECURITIES - continued
                               As at June 30, 1998
                                   (Unaudited)


                                                       Number of    Market Value
                                                        Shares         (Note A)
                                                       ---------     -----------
<S>                                                      <C>         <C>        
Transportation Services - 2.05%
 Ryder System Inc. ...........................           7,500       $   236,719
 KLM Royal Dutch Airlines ....................           5,000           205,000
                                                                     -----------
                                                                     $   441,719
                                                                     -----------

Automotive and Automotive Products - 1.96%
 Ford Motor Co. ..............................           5,000       $   295,000
 Goodyear Tire & Rubber Co. ..................           2,000           128,875
                                                                     -----------
                                                                     $   423,875
                                                                     -----------

Consumer Goods - 1.81%
 Kimberly-Clark Corp. ........................           5,000       $   229,375
 Matsushita Electric Industries Ltd. .........           1,000           160,750
                                                                     -----------
                                                                     $   390,125
                                                                     -----------

Retail - 1.38%
 J C Penney Co., Inc. ........................           2,500       $   180,781
 Toys R Us Inc. Holding Company * ............           5,000           117,187
                                                                     -----------
                                                                     $   297,968
                                                                     -----------

Miscellaneous Securities - 0.27%
 Technology General Corp. *  ** ..............         292,600       $    58,520
                                                                     -----------

Total common and preferred stocks (cost $12,364,653)                 $15,873,323
                                                                     -----------
</TABLE>
 * Non-income producing security

** Investment in a company representing 5% or more of such company's outstanding
voting securities (such company is defined as an "affiliated company" in Section
2(a)(2) of the Investment Company Act of 1940, as amended).  This investment was
purchased on February 7, 1969 at a cost of $266,000 and is valued at the average
of the bid and ask prices in the over-the-counter market on June 30, 1998.


         The accompanying notes are an integral part of these statements

                                     - 5 -
<PAGE>
<TABLE>
<CAPTION>
                          STERLING CAPITAL CORPORATION
                      INVESTMENTS IN SECURITIES - continued
                               As at June 30, 1998
                                  (Unaudited)


                                                        Principal   Market Value
                                                         Amount         (Note A)
                                                        ----------   -----------
<S>                                                    <C>           <C>        
Corporate Bonds and Notes - 2.53%
 Stop and Shop Companies 9.75%
  senior subordinated note due 2/1/2002 ...........    $  150,000    $   167,344
 Caesar's World 8.875% senior
  subordinated note due 8/15/2002 .................       200,000        204,000
 Danka Business Systems 6.75%
  convertible corporate bond due 4/1/2002 .........       200,000        175,250
                                                                     -----------
Total corporate bonds and notes
      (cost $543,875) .............................                  $   546,594
                                                                     -----------

U.S. Government Obligations - 5.81%
 U.S. Treasury Note 5.5% due 2/28/1999 ............       500,000        500,000
 U.S. Treasury Note 6.25% due 3/31/1999 ...........       250,000        251,406
 U.S. Treasury Note 6% due 8/15/1999 ..............       250,000        251,172
 U.S. Treasury Note 6% due 10/15/1999 .............       250,000        251,406
                                                                     -----------
Total U.S. Government Obligations (cost $1,242,184)                  $ 1,253,984
                                                                     -----------

Government Agencies - 4.88%
 Federal Home Loan Mortgage Corp.
  Step-Up Notes 7.2% due 8/7/2006 .................      $200,000    $   200,375
 Federal Home Loan Mortgage Corp.
  7% due 7/23/2007 ................................       200,000        200,187
 Federal Home Loan Mortgage Corp.
  Step-Up Notes 6.5% due 10/15/2007 ...............       400,000        401,500
 Federal National Mortgage Association
  7% due 12/10/2007 ...............................       250,000        250,000
                                                                     -----------
 Total Government Agencies (cost $1,049,500)                         $ 1,052,062
                                                                     -----------
 Total Investments (cost $15,200,212) .............                  $18,725,963
                                                                     -----------

</TABLE>
         The accompanying notes are an integral part of these statements








                                      - 6 -
<PAGE>
<TABLE>
<CAPTION>
                          STERLING CAPITAL CORPORATION
                              CALL OPTIONS WRITTEN
                               As at June 30, 1998
                                   (Unaudited)



                                                        Number of   Market Value
                                                        Contracts      (Note A)
                                                        ---------      --------
<S>                                                         <C>       <C>    
Description/Expiration Date/Exercise Price
  Chase Manhattan Corp/January 1999/ $75
  (sales proceeds $15,321) ..........................        30        $22,875
  Electronics for Imaging Inc/January 1999/ $45
  (sales proceeds $6,197) ............................       25            938
  Electronics for Imaging Inc/July 1998/ $35
  (sales proceeds $6,040).............................       25            312
  Sun Microsystems Inc/January 1999/ $65
  (sales proceeds $6,687).............................       20          1,624
  Sun Microsystems Inc/July 1998/ $60
  (sales proceeds $2,947).............................       15             93
  Xerox Corp./October 1998/ $120
  (sales proceeds $7,072).............................       10          2,000
                                                                       -------
  Total Call Options written(sales proceeds $44,264)                   $27,842
                                                                       -------


</TABLE>





       The accompanying notes are an integral part of these statements.




















                                      - 7 -
<PAGE>
<TABLE>
<CAPTION>
                         STERLINLG CAPITAL CORPORATION
                      STATEMENT OF ASSETS AND LIABILITIES
                              As at June 30, 1998
                                   (Unaudited)


                                     ASSETS
<S>                                                                <C>         
Investment in securities, at value
    (identified cost $15,200,212) (Note A) ...................     $ 18,725,963
Cash .........................................................        2,427,136
Investment in real estate (cost $100,000) ....................           50,000
Receivables:
    Investment securities sold ...............................          273,541
    Dividends and interest ...................................           99,584
    Other ....................................................            4,177
Deposits with brokers for covered call options written .......          120,789
Deferred Pension Costs .......................................           24,255
                                                                   ------------
Total assets .................................................     $ 21,725,445
                                                                   ------------

                                   LIABILITIES

Covered call options written, at value
(premiums received $44,264) ..................................     $     27,842
Payables:
    Investment securities purchased ..........................           68,438
    Accrued expenses and other liabilities ...................           51,404
                                                                   ------------

Total liabilities ............................................     $    147,684
                                                                   ------------

                                   NET ASSETS

Common Stock, authorized 10,000,000 shares,
    outstanding 2,500,000 shares, $1 par value each ..........     $  2,500,000
Paid in capital ..............................................       17,722,718
Excess of distributions over accumulated net investment loss .       (6,484,773)
Excess of net realized gain on investments over distributions         4,347,643
Unrealized appreciation of investments .......................        3,492,173
                                                                   ------------

Net assets ...................................................     $ 21,577,761
                                                                   ------------

Net assets per outstanding share .............................     $       8.63
                                                                   ------------


</TABLE>
         The accompanying notes are an integral part of these statements




                                      - 8 -
<PAGE>
<TABLE>
<CAPTION>
                          STERLING CAPITAL CORPORATION
                             STATEMENT OF OPERATIONS
                     For the Six Months ended June 30, 1998
                                  (Unaudited)

<S>                                                                     <C>     
Investment income and expenses:
    Interest .................................................          $151,146
    Dividends ................................................           176,504
                                                                        --------
Total income .................................................          $327,650

 Expenses (Notes D, E, and F):
    Officers' salaries .......................................          $ 86,500
    Office salaries ..........................................            35,847
    Pension plan .............................................            27,806
    Payroll taxes, fees and employee benefits ................            22,856
    Directors' fees and expenses .............................            20,376
    Custodian fees and expenses ..............................            15,274
    Equipment rentals ........................................            12,612
    Rent and Electric ........................................            11,325
    Legal, audit and professional fees .......................            10,000
    American Stock Exchange listing fee ......................             7,500
    Transfer agent and registrar fees ........................             7,016
    Insurance ................................................             6,542
    Federal, state and local taxes ...........................             2,571
    Miscellaneous ............................................             1,499
                                                                        --------
      Total expenses .........................................          $267,724
                                                                        --------
Net investment income ........................................          $ 59,926
                                                                        --------



</TABLE>


                                   (continued)



         The accompanying notes are an integral part of these statements













                                     - 9 -
<PAGE>
<TABLE>
<CAPTION>
                          STERLING CAPITAL CORPORATION
                        STATEMENT OF OPERATIONS-continued
                     For the Six Months ended June 30, 1998
                                   (Unaudited)



<S>                                                                  <C>       
Net investment income (from previous page) ...................       $   59,926
                                                                     ----------
Net gain on investments  (Notes A and B):
   Realized gain from securities transactions:
      Proceeds from sales ....................................       $3,784,025
      Cost of securities sold ................................        2,728,052
                                                                     ----------
      Net realized gain ......................................       $1,055,973
                                                                     ----------

    Unrealized appreciation of investments:
    Beginning of period ......................................       $3,591,852
    End of period ............................................        3,492,173
                                                                     ----------
    Net decrease in unrealized appreciation ..................       $  (99,679)
                                                                     ----------

Net realized and unrealized gain on investments ..............       $  956,294
                                                                     ----------

Net increase in net assets resulting from operations .........       $1,016,220
                                                                     ----------




</TABLE>



         The accompanying notes are an integral part of these statements


















                                     - 10 -
<PAGE>
<TABLE>
<CAPTION>
                            STERLING CAPITAL CORPORATION
                         STATEMENT OF CHANGES IN NET ASSETS
               For the six months ended June 30, 1998 (unaudited)
                             and December 31, 1997



                                                   Six months
                                                      ended         Year ended
                                                     June 30,      December 31,
                                                      1998             1997
                                                  ------------     ------------
<S>                                               <C>              <C>         
From investment activities:
  Net investment income ........................  $     59,926     $    189,081
  Net realized gain from securities transactions     1,055,973        2,060,216
  Net change in unrealized appreciation ........       (99,679)         145,140
                                                  ------------     ------------

Increase in net assets derived from
  investment activities ........................     1,016,220        2,394,437

Distributions to shareholders (Note G) .........             0       (2,217,500)

Net Assets:
  Beginning of year ............................    20,561,541       20,384,604
                                                  ------------     ------------

  End of period ................................  $ 21,577,761     $ 20,561,541
                                                  ------------     ------------



</TABLE>





         The accompanying notes are an integral part of these statements
















                                     - 11 -
<PAGE>
                          STERLING CAPITAL CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                              As at June 30, 1998
                                  (Unaudited)

Note A - Significant Accounting Policies

         Sterling Capital Corporation (the "Corporation") (formerly known as The
Value Line Development  Capital  Corporation) is registered under the Investment
Company Act of 1940, as amended (the "Act"),  and is a  diversified,  closed-end
investment  company.  The  Corporation  operates  exclusively  as an  internally
managed  investment  company  whereby its own officers and employees,  under the
general  supervision  of its Board of  Directors,  conduct its  operations.  The
following is a summary of significant accounting policies consistently followed,
in all material respects, by the Corporation in the preparation of its financial
statements.  The policies are in conformity with generally  accepted  accounting
principles.


(1) Security Valuation

         Investments in securities traded on a national  securities exchange (or
reported on the NASDAQ  national  market) are valued at the last reported  sales
price on the day of valuation;  other securities traded in the  over-the-counter
market and listed  securities  for which no sale was  reported  on that date are
valued at the last quoted bid price, except for short positions and call options
written,  for which the last  quoted  asked price is used.  Investments  in real
estate are valued at fair value as determined by the Board of Directors.


(2) Federal Income Taxes


         The  Corporation's  policy is to comply  with the  requirements  of the
Internal  Revenue Code of 1986,  as amended (the "Code") that are  applicable to
regulated investment  companies and to distribute  substantially all its taxable
income to its shareholders.

         The  Corporation  for the fiscal  year  ending  December  31, 1998 will
probably be a "personal  holding  company"  under the Code,  since five or fewer
shareholders  own  directly  or  indirectly  more  than  50%  in  value  of  the
Corporation's outstanding stock, and more than 60% of the Corporation's adjusted
ordinary  income will  probably  be  "personal  holding  company  income".  As a
personal  holding  company,  the  Corporation  will be subject 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. It is anticipated that the Corporation will not
have any  undistributed  personal  holding  company  income  for the year  ended
December 31, 1998.  Personal holding company income does not include the excess,
if any, of net realized  long-term  capital  gains over net realized  short-term
capital losses,  less any Federal income tax  attributable  to such excess.  The
Corporation  has  considered  methods of  minimizing  the possible tax impact of
being a personal  holding  company,  and if  appropriate,  will make  sufficient
distributions  to shareholders  so that the  Corporation  will not be subject to
such penalty tax.



                                     - 12 -
<PAGE>
(3) Securities Transactions 

 
         Securities  transactions  are accounted for on the date the  securities
are  purchased  or  sold  (trade  date),  dividend  income  is  recorded  on the
ex-dividend date and interest income is accrued as earned. Gains and losses from
securities transactions were computed on the identified cost basis.

 
(4) Distributions to Shareholders

 
         Dividends to  shareholders  are  recorded on the  dividend  declaration
date.

 
(5) Use of Estimates

 
         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  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 income and expenses during the reporting
period. Actual results could differ from those estimates.

 
Note B - Securities Transactions

         The following summarizes all securities transactions by the Corporation
for the six months ended June 30, 1998:


Purchases ..........................................................  $3,046,963

Sales (includes $2,550,000 of short term corporate commercial paper). $6,372,315
 
         Net gain on  investments  for the six months  ended  June 30,  1998 was
$956,294.  This amount  represents the net increase in value of investments held
during the period. The components are as follows:


        Long transactions ............................  $939,872
        Covered call options written .................    16,422
                                                        --------
        Net gain on investments ......................  $956,294
                                                        --------
 
         Gross  unrealized  gains and losses in the  Corporation's  portfolio of
investments amounted to $4,741,903 and $1,249,730,  respectively, as at June 30,
1998.

 
Note C - Call Options Written 

         As at June 30,  1998,  $120,789  was  held in  escrow  by a  broker  in
connection with covered call options written.

                                      -13-
<PAGE>
Note D - Rent

         The  Corporation  sublets a  portion  of  office  space at 635  Madison
Avenue,  New  York,  NY,  from  Windy  Gates  Corporation   ("Windy  Gates"),  a
corporation controlled by Walter Scheuer, the Chairman of the Board of Directors
and principal shareholder of the Corporation.  The term of the Windy Gates lease
expires on June 30, 2004. The term of the sublease to the Corporation expires on
June 30, 2004. The annual rental obligation of these premises is being allocated
between the Corporation and Windy Gates on the basis of each such party's use of
this  space.  The  Corporation's  current  net annual  expense for this space is
approximately $21,800.

 
Note E - Other Transactions with Affiliates

 
         Aggregate  remuneration  paid or accrued by the Corporation for the six
months  ended June 30,  1998 to certain  persons who were  "affiliated  persons"
within the meaning of the Act, was as follows:
 

              Officers' salaries ..............................    $  86,500
              Amount paid or accrued under Pension Plan........       13,363
              Directors' fees..................................       20,000

 
         Incident to the sublease  arrangements  for office space at 635 Madison
Avenue  referred  to in Note D above,  Mr.  Scheuer  and the  Corporation,  have
allocated  certain of the  expenses  incurred  in  connection  with each of such
party's use of various services located thereat,  including office equipment and
secretarial,  administrative  and  internal  accounting  personnel.  For the six
months  ended June 30, 1998,  Mr.  Scheuer and the  Corporation  paid or accrued
approximately  $263,000  and  $50,000,  respectively,  in  connection  with  the
allocation  of expenses  incurred with respect to the use of such  services.  In
addition,  during  the  period  certain  persons  who are also  officers  of the
Corporation  rendered services to Mr. Scheuer personally for which they received
compensation from Mr. Scheuer.


Note F - Pension Plan

 
         The   Corporation   has  a  defined   benefit   pension  plan  covering
substantially  all of its  employees',  other than Union employees and part-time
employees.  The  benefits  are  based  on years of  service  and the  employee's
compensation.  The  Corporation's  funding policy is to contribute  annually the
maximum   amount  that  can  be  deducted  for  Federal   income  tax  purposes.
Contributions  are  intended  to provide  not only for  benefits  attributed  to
service to date but also for those expected to be earned in the future.

 
         The  following  table sets forth the plan's  funded  status and amounts
recognized in the Corporation's  statement of assets and liabilities at December
31, 1997:




                                     - 14 -
<PAGE>
 Actuarial present value of benefit obligations:
    Accumulated benefit obligations, including
    vested benefits of $265,058 ..............................     ($267,363)
                                                                   ---------

  Projected benefit obligation for service rendered to date ..      (376,153)
  Plan assets at fair value ..................................       291,767
                                                                   ---------
  Projected benefit obligation in excess of plan assets ......       (84,386)
  Prior service costs ........................................        42,330
  Unrecognized net loss (gain) from past experience different
     from that assumed and effect of changes in assumptions ..       (38,563)
  Unrecognized net transition obligation at January 1, 1997,
     being recognized over 25 years ..........................       104,874
  Accrued pension expense ....................................             0
                                                                   ---------
  Prepaid pension cost included in other assets ..............        24,255
                                                                   ---------
  Net pension cost for 1997 included the following components:
  Service cost - benefits earned during the period ...........     $  27,359
  Interest cost on projected benefit obligation ..............        19,260
  Actual return on plan assets ...............................       (35,074)
  Net amortization and deferral ..............................        23,694
                                                                   ---------

  Net periodic pension cost ..................................     $  35,239
                                                                   ---------

         The  weighted  average  discount  rate and rate of  increase  in future
compensation  levels used in  determining  the  actuarial  present  value of the
projected  benefit  obligation  were 6.0% and 3.0%  respectively.  The  expected
long-term rate of return on assets was 8.0%.


Note G - Distributions to Shareholders 

         On January 22, 1998 the  Corporation  paid a cash  distribution of $.85
per share to  shareholders  of record at the close of business  on December  30,
1997. The Corporation believes that the entire amount of the distribution should
be  treated as a  distribution  of net  capital  gains and  "investment  company
taxable income" to shareholders  and for Federal income tax purposes was taxable
to calendar year  shareholders in 1997 even though the  distribution was paid to
shareholders  in 1998. The Board of Directors  determined  that of the aggregate
amount of the distribution ($2,125,000),  $136,518 be considered a charge on the
Corporation's books against net investment income and $1,988,482 be considered a
charge  on  the  Corporation's  books  against  net  realized  gains.   Detailed
information  with  respect  to  the  distribution  has  been  provided  to  each
shareholder.










                                     - 15 -
<PAGE>
         On August 13, 1998 the Board of Directors of the Corporation declared a
cash   distribution  of  $.0497  per  share,   payable  September  11,  1998  to
shareholders  of record at the close of business on August 28, 1998.  The entire
amount of the  distribution  represents a distribution  of net capital gains and
"investment company taxable income" to shareholders  realized by the Corporation
during 1997 that was not previously distributed to shareholders. The Corporation
believes  that the  entire  amount of the  distribution  should be  treated as a
distribution  of net capital gains and  "investment  company  taxable income" to
shareholders  and for Federal  income tax  purposes is taxable to such  calendar
year  shareholders in 1998 even though the  distribution  represents net capital
gains and "investment company taxable income" realized by the Corporation during
1997.  The Board of Directors  determined  that of the  aggregate  amount of the
distribution  ($124,250),  $52,516 be  considered a charge on the  Corporation's
books  against net  investment  income and $71,734 be considered a charge on the
Corporation's  books  against net  realized  gains.  Detailed  information  with
respect to the distribution will be provided to each shareholder.










































                                     - 16 -
<PAGE>
                          STERLING CAPITAL CORPORATION
                            SUPPLEMENTARY INFORMATION
                               As at June 30, 1998

Selected  data for each  share of  capital  stock  outstanding  throughout  each
period:
<TABLE>
<CAPTION>
                                              Six Months
                                                ended                              Year Ended December 31
                                                               ------------------------------------------------------------- 
                                            June 30, 1998        1997          1996          1995          1994        1993
                                                                 ----          ----          ----          ----        ----
                                            (Unaudited)(1)                                (Audited)    
                                            --------------     -------------------------------------------------------------  
<S>                                             <C>            <C>          <C>           <C>           <C>          <C>        
Investment income .........................     $.13           $  .30       $   .27       $   .39       $   .38      $  .36     
Expenses ..................................      .11              .22           .21           .25           .28         .24     
                                                ----           ------       -------       -------       -------      ------     
Net investment income ....................       .02              .08           .06           .14           .10         .12     
                                                                                                                                
Distributions of net realized                                                                                                   
capital gains .............................       --             (.82)         (.36)         (.53)            -        (.67)    
                                                                                                                                
Distributions of net investment income            --             (.06)         (.06)         (.15)         (.08)       (.15)    
                                                                                                                                
Net realized gain (loss) and increase                                                                                           
(decrease) in unrealized appreciation..          .39              .87          1.02          1.16          (.68)       1.08     
                                               -----           ------        ------       -------        ------      ------     
                                                                                                                                
Net increase (decrease) in net asset value       .41              .07           .66           .62          (.66)        .38     
Net asset value:                                                                                                                
   Beginning of period ....................     8.22             8.15          7.49          6.87          7.53        7.15     
                                               -----           ------        ------       -------        ------      ------     
   End of period  .........................    $8.63           $ 8.22        $ 8.15       $  7.49        $ 6.87      $ 7.53     
                                               =====           ======        ======       =======        ======      ======     
                                                                                                                                
Ratio of expenses to average net assets .        1.2%             2.6%          2.6%         3.4%           3.8%        3.1%    
                                                                                                                                
Ratio of net investment income to                                                                                               
average net assets ........................       .3%              .9%           .8%         1.8%           1.3%        1.6%    
                                                                                                                                
Portfolio turnover  .......................       16%              40%           57%          51%            77%         95%    
                                                                                                                                
Number of shares outstanding at end                                                                                             
of each period (in 000's)  ................    2,500            2,500         2,500        2,500          2,500       2,500     
                                                                                                                                
                                                              
</TABLE>
_________________
(1) Not annualized








                                     - 17 -

<TABLE> <S> <C>

<ARTICLE> 6
<MULTIPLIER>     1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               JUN-30-1998
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                          21,203
<RECEIVABLES>                                      377
<ASSETS-OTHER>                                     145
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  21,725
<PAYABLE-FOR-SECURITIES>                            68
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           79
<TOTAL-LIABILITIES>                                147
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        17,723
<SHARES-COMMON-STOCK>                            2,500
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                         (6,485)
<ACCUMULATED-NET-GAINS>                          4,348
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         3,492
<NET-ASSETS>                                    21,578
<DIVIDEND-INCOME>                                  177
<INTEREST-INCOME>                                  151
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     268
<NET-INVESTMENT-INCOME>                             60
<REALIZED-GAINS-CURRENT>                         1,056
<APPREC-INCREASE-CURRENT>                        (100)
<NET-CHANGE-FROM-OPS>                                0
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               0
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                            21,674
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.63
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission