SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-2
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940
Amendment No. 19
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
1 of 11
<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 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
6 Item 15 Investment Advisory and Other Services
6 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
2 of 11
<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.
<TABLE>
<CAPTION>
Net Asset Value Per Share
-------------------------
As at (1) 1998 1997 1996
- -------------------- -------- -------- --------
<S> <C> <C> <C>
March 31 (unaudited) $ 9.08 $7.99 $7.83
June 30 (unaudited) 8.63 8.62 8.01
Sept. 30 (unaudited) 7.40 9.39 8.06
Dec. 31 8.48 8.22 8.15
</TABLE>
- --------------
1) The Registrant's Board of Directors determines the value of Registrant's
net assets as of the end of each fiscal quarter.
3 of 11
<PAGE>
Information with Respect to the Market Price and
------------------------------------------------
Volume of Trading of Registrant's Securities
--------------------------------------------
<TABLE>
<CAPTION>
1998 Shares
----
For 3 Months Ended High Low Traded
---- --- ------
<S> <C> <C> <C>
March 31 $8.125 $6.75 46,500
June 30 8.125 7.75 18,000
September 30 7.875 6.375 20,300
December 31 7.4375 5.625 36,600
</TABLE>
<TABLE>
<CAPTION>
1997 Shares
----
For 3 Months Ended High Low Traded
---- --- ------
<S> <C> <C> <C>
March 31 $7.50 $6.00 36,400
June 30 7.00 6.125 26,600
September 30 7.125 6.1875 69,300
December 31 7.875 6.50 51,700
</TABLE>
<TABLE>
<CAPTION>
1996 Shares
----
For 3 Months Ended High Low Traded
---- --- ------
<S> <C> <C> <C>
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
</TABLE>
<PAGE>
As of March 31, 1999 the unaudited net asset value per share was $8.54.
The closing sales price for the Registrant's shares on the American Stock
Exchange on March 31, 1999 was $6.625.
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, 1998 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 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
4 of 11
<PAGE>
thereto. For the year ended December 31, 1998 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's 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
1998 1997 1996
------ ------- -------
$45,092 $29,465 $34,398
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.
Subparagraph (d) of Item 9 is hereby amended to read in its entirety,
as follows:
During the fiscal year ended December 31, 1998, approximately $45,092
in brokerage commissions ($15,468,447 in purchase and sale transactions) were
designated to brokers because of research services provided by such brokers.
5 of 11
<PAGE>
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 and amended as follows:
Elizabeth Acton resigned as Secretary of the Registrant, effective January 11,
1999.
Item 13 Remuneration of Directors and Officers
Item 13 is amended to read as follows:
<TABLE>
<CAPTION>
(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
- ------- ------ ------------ ------- ----------- ----------
<S> <C> <C> <C> <C>
Wayne S. Reisner President 78,000 N/A 54,600
Richard Kaufman Executive Vice President 70,000 N/A 49,000
Michael Carey Treasurer 22,750 N/A 15,925
</TABLE>
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.
6 of 11
<PAGE>
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, 1998, 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, 1998,
December 31, 1997 and December 31, 1996, 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.
7 of 11
<PAGE>
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, 1998, included in the Registrant's Annual Report to Shareholders
for the fiscal year ended December 31, 1998, 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, 1998, included in the Registrant's Annual Report to Shareholders for the
fiscal year ended December 31, 1998, previously filed with the Commission, is
hereby incorporated by reference.
Statements of Operations for the years ended December 31, 1998,
1997, 1996, included in the Registrant's Annual Reports to Shareholders for the
fiscal years ended December 31, 1998, 1997 and 1996, 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, 1998, 1997 and
1996, 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.
8 of 11
<PAGE>
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 1,257 as of April 21, 1999
9 of 11
<PAGE>
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.
10 of 11
<PAGE>
SIGNATURES
Pursuant to the requirement of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment No. 19 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 26th day of April, 1999.
STERLING CAPITAL CORPORATION
(Registrant)
By: /s/ Wayne S. Reisner
------------------------
Wayne S. Reisner, President
11 of 11
