STERLING CAPITAL CORP
N-30D, 2000-09-01
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                          Sterling Capital Corporation
                  Report for the Six Months Ended June 30, 2000



                                    OFFICERS

      Walter Scheuer ....................   Chairman of the Board of Directors
      Wayne S. Reisner ..................   President
      Mark Nikiper.......................   Executive Vice President
      Michael Carey .....................   Vice President and Treasurer
      Tracey Stefano  ...................   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

        Tocci & Goldstein LLP                          Skadden, Arps,
          342 Madison Avenue                       Slate, Meagher & Flom
       New York, New York 10173                      Four Times Square
                                                   New York, New York 10036



<PAGE>

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


August 22, 2000

To our Shareholders:


         The equity  market  posted  negative  returns in the first half of 2000
with the Dow Jones Industrial Average and the S&P 500 Index declining 9% and 1%,
respectively.  Following a particularly  sharp 34% decline during April and May,
the volatile NASDAQ  Composite has recovered much of its loss, but still remains
well below its high.  With many investors  heavily  weighted in equities,  it is
surprising  to note  that the  rate of  return  achieved  by the S&P 500 for the
twelve  months ended June 30 was less than 6% and that the Dow Jones  Industrial
Average  actually  recorded a loss of 5% over the same period.  The bond market,
following a  disappointing  performance  in 1999, has fared better than expected
this year and has shown  positive  returns.  We  attribute  the  favorable  bond
performance to a flight to safety during the recent stock market declines and to
the  perception  that the economy is slowing and that the cycle of interest rate
tightening by the Federal Reserve may be coming to an end.

         Although the widely followed stock indices are struggling, the ratio of
advancing stocks to declining  stocks is currently  showing signs of improvement
and the average stock is no longer underperforming these capitalization weighted
indices.  For example,  the Russell 2000, the S&P Midcap,  and the S&P Small Cap
indices have all outperformed the S&P 500 this year.  Moreover,  while the stock
market as  measured  by the S&P 500 remains  overvalued  on a  price-to-earnings
basis,  it is  significant  to note that a relatively  small number of large cap
stocks  are  distorting  this  ratio and that the  majority  of  stocks  are not
expensive  by  this  measure.   Specifically,  the  S&P  500  is  selling  at  a
price-to-earnings  ratio of 28, but the median P/E multiple for all U.S.  stocks
is 14, which approximates the long-term average for equities.

         The economy  continues  to  surprise on the upside with second  quarter
real GDP showing an increase of 5.2%,  which was well above  forecast.  However,
the second quarter rate of growth was boosted by a rapid buildup of inventories,
a sharp  increase in federal  spending,  and an above  average rate of growth in
capital  spending.  Consumer  spending,  the largest  component of GDP, actually
slowed  noticeably  during the quarter recording an increase of only 3% versus a
7% gain in the first quarter.  Employment data showed slower job creation during
the latest quarter with the average monthly increase in payrolls only 50% of the
first quarter level.  The recent  softening in retail sales and four consecutive
declines in the monthly  Purchasing  Managers Index  similarly  suggests  slower
growth lies ahead.  Therefore,  while the economy is still clearly expanding, we
expect the rate of growth to moderate in the second half of this year.

         Inflation,  led by a sharp rise in energy  prices,  has  increased at a
higher  than  expected  rate this  year,  and  remains  an area of  concern  for
investors. Both the Consumer Price Index and the Producer Price Index have shown
increases in excess of 4% for the year-to-date. However, adjusted for the impact
of higher  energy  prices,  the core rates of inflation  remain closer to 3%. In
addition,  strong gains in productivity and highly competitive market conditions
in most industries should keep inflation from surging, and in the process,  keep
the Federal Reserve's policy on interest rates on hold.

                                       1
<PAGE>


         To summarize,  we would note that:  (1) the economy is showing signs of
slowing,  but we believe a soft landing can be achieved;  (2) the decline in the
NASDAQ has corrected some of the  speculative  excess in the technology  sector;
and (3) most stocks are not expensive on a P/E multiple basis. As such, our view
toward the equity market is moderately constructive and we continue to emphasize
stocks that are attractive based on traditional benchmarks of valuation.

         Enclosed is a report of our Corporation's operations for the six months
ended  June  30,  2000.   The  unaudited  net  asset  value  per  share  of  the
Corporation's  Common Stock as at June 30, 2000 was $8.87,  as compared with its
audited  net  asset  value at  December  31,  1999 of $8.97 per  share,  in both
instances  giving effect to the  Corporation's  distribution  to shareholders of
$.50 per share paid on January 21, 2000 to  shareholders  of record at the close
of business on December 30, 1999.  As at August 21, 2000 the unaudited net asset
value  per  share was  approximately  $9.06  after  further  giving  effect to a
distribution to  shareholders of $.025 per share,  payable on September 11, 2000
to  shareholders  of record at the close of business on August 25,  2000.  As at
June 30,  2000 and August 21,  2000 the  closing  sales  price for shares of the
Corporation's  Common Stock on the American  Stock Exchange was $6.75 and $6.375
respectively. Thus, as at June 30, 2000 and August 21, 2000 the market price for
the  Corporation's  shares  represented  discounts of approximately 24% and 30%,
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, 2000 certain of the Corporation's officers and directors and their associates
have  purchased an aggregate of 600 shares of the  Corporation's  capital stock.
Officers and directors of the Corporation  currently own beneficially,  directly
or  indirectly,  an  aggregate  of 1,977,396  shares  (79.1% 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,



Wayne S. Reisner
President

                                       2
<PAGE>


                          STERLING CAPITAL CORPORATION
                             SCHEDULE OF INVESTMENTS
                                  June 30, 2000
                                   (Unaudited)

                                                     Number of      Market Value
                                                      Shares          (Note A)
                                                    -----------     ------------

Common and Preferred Stocks -  68.33%
Financial Services - 16.55%
 Mellon Financial Corp. ..................            18,500        $  674,094
 Chase Manhattan Corp. ...................            13,500           621,844
 Axa Financial Inc. ......................            10,000           340,000
 MBIA, Inc. ..............................             7,000           337,312
 Unumprovident Corp. .....................            15,000           300,938
 PNC Financial Services Group ............             5,000           234,375
 Neuberger Berman Inc. * .................             5,000           232,500
 St. Paul Cos Inc. .......................             5,000           170,625
 Fleet Boston Financial Corp. ............             5,000           170,000
 MetLife Inc. * ..........................             7,500           157,969
 KeyCorp .................................             7,500           132,187
 Merrill Lynch Cap Tr 7.28% Pfd. .........             5,000           108,438
 Amerus Life Holdings 7% Pfd .............             5,000           107,812
 Friedman Billings Ramsey * ..............            10,000            81,250
                                                                    ----------
                                                                    $3,669,344

Real Estate and
Real Estate Investment Trusts - 14.85%
 Camden Property Trust ...................            22,690        $  666,519
 Equity Residential Properties Trust .....             9,950           457,700
 Chateau Communities, Inc. ...............            15,630           441,547
 Amli Residential Properties Trust .......            18,000           424,125
 Catellus Development Corp. * ............            20,000           300,000
 St. Joe Co. .............................            10,000           300,000
 CarrAmerica Realty Trust 8.55% Pfd C ....             9,600           198,000
 Equity Office Properties Trust ..........             5,000           137,813
 Felcor Lodging Trust Inc. ...............             6,500           130,000
 Equity Residential Properties Trust Pfd C             5,000           118,750
 Centex Corp. ............................             5,000           117,500
                                                                    ----------
                                                                    $3,291,954

         *  Non-income producing security




         The accompanying notes are an integral part of these statements

                                       3

<PAGE>

                          STERLING CAPITAL CORPORATION
                       SCHEDULE OF INVESTMENTS - continued
                                  June 30, 2000
                                   (Unaudited)

                                                    Number of     Market Value
                                                     Shares         (Note A)
                                                    --------        --------
Consumer Goods - 10.75%
 Applica Incorporated * .....................       135,200        $1,529,450
 Kimberly-Clark Corp. .......................         6,000           344,250
 Black & Decker Corp. .......................         7,000           275,187
 Lazare Kaplan International * ..............        17,000           138,125
 Sara Lee Corp. .............................         5,000            96,562
                                                                   ----------
                                                                   $2,383,574

Telecommunication and Media - 10.05%
 SBC Communications Inc. ....................        10,000        $  432,500
 Viacom Inc. Cl A * .........................         5,000           341,875
 GTE Corp. ..................................         5,000           311,250
 AT&T Liberty Media A * .....................        12,000           291,000
 AT&T Corp ..................................         8,000           253,000
 Worldcom Inc * .............................         4,000           183,500
 A H Belo Corp Cl A .........................         9,500           164,469
 United States Cellular Corp * ..............         2,000           126,000
 Telebras - Sponsored ADR ...................         1,000            97,125
 Telecomunicacoes De Sao Paul SA ADR .* .....         1,000            18,500
 Tele Sudeste Cellular Participacoes ADR * ..           200             6,100
 Telenorte Leste Participacoes ADR * ........           117             2,764
 Telecomunicacoes Br - Telebras ADS * .......         1,000                39
                                                                   ----------
                                                                   $2,228,122

Technology -  5.43%
 Koninklijke Philips Electronics NV Holdings         12,720        $  604,200
 Computer Associates Intl Inc. ..............         5,000           255,938
 Artisoft Inc. * ............................        14,500           175,812
 Nam Tai Electronics Inc. * .................        10,000           168,125
                                                                   ----------
                                                                   $1,204,075


* Non-income producing security


         The accompanying notes are an integral part of these statements

                                       4

<PAGE>

                     STERLING CAPITAL CORPORATION
                  SCHEDULE OF INVESTMENTS - continued
                            June 30, 2000
                             (Unaudited)

                                                         Number of  Market Value
                                                          Shares      (Note A)
                                                         ---------  ------------

Healthcare  - 4.50%
 Aventis Spon ADR ...................................     5,886     $   427,103
 Rhone Poulenc 8.125% Pfd. ..........................    10,000         212,500
 Pharmacia Corporation ..............................     3,570         184,524
 Bristol Myers Squibb Co. ...........................     3,000         174,750
                                                                    -----------
                                                                    $   998,877

Automotive - 1.96%
 Ford Motor Co. .....................................     5,000     $   215,000
 Cooper Tire & Rubber Co. ...........................    10,000         111,250
 Lear Corp * ........................................     5,000         100,000
 Visteon Corp * .....................................       654           7,938
                                                                    -----------
                                                                    $   434,188

Retail - 1.36%
 Saks Inc. * ........................................    20,000     $   210,000
 J C Penney Co., Inc. ...............................     5,000          92,188
                                                                    -----------
                                                                    $   302,188

Transportation Services - 1.20%
 Ryder System Inc. ..................................    10,000     $   189,375
 Fedex Corporation * ................................     2,000          76,000
                                                                    -----------
                                                                    $   265,375

Paper Products - 1.11%
 Mead Corp. .........................................     5,000     $   126,250
 International Paper Co. ............................     4,000         119,250
                                                                    -----------
                                                                    $   245,500

Industrial Products - 0.57%
 York International Corp. ...........................     5,000     $   126,250
                                                                    -----------

Total common and preferred stocks (cost $11,601,464)                $15,149,447
                                                                    -----------

*  Non-income producing security


         The accompanying notes are an integral part of these statements

                                       5
<PAGE>


                          STERLING CAPITAL CORPORATION
                       SCHEDULE OF INVESTMENTS - continued
                                  June 30, 2000
                                   (Unaudited)

                                                      Principal     Market Value
                                                        Amount       (Note A)
                                                        ------       --------

Commercial Paper - 6.76%
 Ford Motor Credit Co.
  6.54% due 7/5/2000 ............................    $  500,000     $  500,000
 General Electric Capital Corp. .................
  6.75% due 7/6/2000 ............................       500,000        500,000
 General Motors Acceptance Corp. ................
  6.54% due 7/7/2000 ............................       500,000        500,000
                                                                    ----------
Total Commercial Paper (cost $1,500,000) ........                   $1,500,000
                                                                    ----------

Corporate Bonds and Notes - 4.92%
 Stop and Shop Companies 9.75%
  senior subordinated note due 2/1/2002 .........    $  150,000     $  153,750
 Beneficial Corp 6.575%
  note due 12/16/2002 ...........................       250,000        245,313
 Lehman Brothers 7.25%
  senior subordinated note due 4/15/2003 ........       200,000        194,836
 Ford Motor Credit 7.5%
  note due 6/15/2003 ............................       250,000        248,906
 Goldman Sachs Group Inc 7.5%
  note due 1/28/2005 ............................       250,000        248,839
                                                                    ----------
Total corporate bonds and notes
      (cost $1,094,213) .........................                   $1,091,644
                                                                    ----------

U.S. Government Obligations - 3.61%
 U.S. Treasury Note 6.5% due 2/28/2002 ..........    $  800,000     $  800,000
                                                                    ----------
Total U.S. Government Obligations (cost $799,950)                   $  800,000
                                                                    ----------


         The accompanying notes are an integral part of these statements

                                       6

<PAGE>

                          STERLING CAPITAL CORPORATION
                       SCHEDULE OF INVESTMENTS - continued
                                  June 30, 2000
                                   (Unaudited)

                                                   Principal       Market Value
                                                     Amount          (Note A)
                                                   ---------       ------------

Government Agencies - 8.64%
 Federal Home Loan Bank
    7.07% due 9/13/2001 ...................      $   250,000      $   249,609
 Federal National Mortgage Association
    5.50% due 2/15/2002 ...................          200,000          195,813
 Federal Home Loan Bank
   7.185% due 3/6/2002 ....................          250,000          249,531
 Federal National Mortgage Association
    6.31% due 7/17/2002 ...................          250,000          246,484
 Federal Home Loan Mortgage Corp. .........
   5.75% due 7/15/2003 ....................          250,000          241,484
 Federal Home Loan Bank
    7.46% due 9/9/2003 ....................          250,000          249,297
 Federal Home Loan Mortgage Corp. .........
   8% due 11/25/2005 ......................          250,000          249,609
 Federal National Mortgage Association
    6.50% due 4/29/2009 ...................          250,000          233,360
                                                                  -----------
Total Government Agencies (cost $1,938,745)                       $ 1,915,187
                                                                  -----------


Total Investments (cost $16,934,372) ......                       $20,456,278
                                                                  ===========


         The accompanying notes are an integral part of these statements


                                       7
<PAGE>


                          STERLING CAPITAL CORPORATION
                       STATEMENT OF ASSETS AND LIABILITIES
                                  June 30, 2000
                                   (Unaudited)

                                ASSETS

    Investment in securities, at value
        (identified cost $16,934,372) (Note A) ..................  $20,456,278
    Cash ........................................................    1,124,340
    Investment in real estate (cost $100,000) (Note A) ..........       50,000
    Receivables:
        Investment securities sold ..............................      701,771
        Dividends and interest ..................................      141,261
        Other ...................................................       22,752
    Prepaid Pension Costs .......................................       14,089
                                                                   -----------

    Total assets ................................................  $22,510,491
                                                                   -----------

                              LIABILITIES

    Payables:
        Investment securities purchased .........................  $   279,698
        Accrued expenses and other liabilities ..................       58,237
                                                                   -----------
    Total liabilities ...........................................  $   337,935
                                                                   -----------

                              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    (6,474,939)
    Excess of net realized gain on investments over distributions    4,952,872
    Unrealized appreciation of investments ......................    3,471,905
                                                                   -----------

    Net assets ..................................................  $22,172,556
                                                                   ===========

    Net assets per outstanding share ............................  $      8.87
                                                                   ===========


    The accompanying notes are an integral part of these statements

                                       8
<PAGE>


                          STERLING CAPITAL CORPORATION
                             STATEMENT OF OPERATIONS
                     For the Six Months ended June 30, 2000
                                   (Unaudited)

    Investment income:
    Interest .................................................      $  127,091
    Dividends .................................................        240,508
                                                                      --------
  Total income ................................................       $367,599
                                                                      --------

 Expenses (Notes C, D and E):
    Officers' salaries ........................................      $  86,764
    Pension and related costs .................................         36,164
    Office salaries ...........................................         31,196
    Directors' fees and expenses ..............................         31,167
    Payroll taxes, fees and employee benefits .................         28,059
    Legal, audit and professional fees ........................         18,911
    Equipment rentals .........................................         12,626
    Rent and Electric .........................................         12,440
    Custodian fees and expenses ...............................          8,622
    Transfer agent and registrar fees .........................          8,584
    American Stock Exchange listing fee .......................          7,500
    Miscellaneous .............................................          3,937
    Federal, state and local taxes ............................          3,180
                                                                     ---------
      Total expenses ..........................................      $ 289,150
                                                                     ---------
Net investment income .........................................      $  78,449
                                                                     ---------




                                   (continued)



         The accompanying notes are an integral part of these statements

                                       9
<PAGE>

                          STERLING CAPITAL CORPORATION
                        STATEMENT OF OPERATIONS-continued
                     For the Six Months ended June 30, 2000
                                   (Unaudited)


Net investment income (from previous page) .................       $    78,449
                                                                   -----------

Net gain on investments  (Notes A and B):
   Realized gain from securities transactions:
      Proceeds from sales ..................................         4,675,284
      Cost of securities sold ..............................         2,961,448
                                                                   -----------
      Net realized gain ....................................         1,713,836
                                                                   -----------

    Unrealized appreciation of investments:
    Beginning of period ....................................         5,528,992
    End of period ..........................................         3,471,905
                                                                   -----------
    Net decrease in unrealized appreciation ................        (2,057,087)
                                                                   -----------

Net realized gain and unrealized loss on investments .......          (343,251)
                                                                   -----------

Net decrease in net assets resulting from operations .......       $  (264,802)
                                                                   ===========



         The accompanying notes are an integral part of these statements

                                       10
<PAGE>

                          STERLING CAPITAL CORPORATION
                       STATEMENT OF CHANGES IN NET ASSETS
               For the six months ended June 30, 2000 (unaudited)
                              and December 31, 1999
<TABLE>
<CAPTION>


                                                         Six Months
                                                           ended             Year Ended
                                                          June 30,          December 31,
                                                            2000                1999
                                                       -------------      -------------
<S>                                                    <C>                 <C>
From investment activities:
  Net investment income ........................       $     78,449        $     93,822
  Net realized gain from securities transactions          1,713,836           1,219,099
  Net change in unrealized appreciation ........         (2,057,087)          1,294,013
                                                       ------------        ------------

Increase (Decrease) in net assets derived from
  investment activities ........................           (264,802)          2,606,934

Distributions to shareholders (Note F) .........                  0          (1,363,225)

Net Assets:
  Beginning of year ............................         22,437,358          21,193,649
                                                       ------------        ------------

  End of  period ...............................       $ 22,172,556        $ 22,437,358
                                                       ============        ============
</TABLE>

         The accompanying notes are an integral part of these statements

                                       11
<PAGE>

                          STERLING CAPITAL CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2000
                                   (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.  Corporate  commercial
paper is valued at cost, which  approximates  market value.  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, 2000 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, 2000.  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>



                          STERLING CAPITAL CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2000
                                   (Unaudited)

 (3) Securities Transactions Valuation

         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, 2000:

Purchases (excludes $1,500,000 of short term corporate commercial
             paper and $799,876 of U.S. Government Obligations).....  $5,943,685

Sales (excludes $1,750,000 of short term corporate commercial paper)  $2,961,449

         Net loss on  investments  for the six months  ended  June 30,  2000 was
$343,251.  This amount  represents the net decrease in value of investments held
during the period. The components are as follows:

                           Long transactions ....................   ($343,251)
                                                                   -----------
                           Net loss on investments ..............   ($343,251)
                                                                   ===========

         As of June 30, 2000 gross unrealized appreciation and (depreciation) of
the corporation's securities portfolio were as follows:

                           Unrealized appreciation...............  $4,183,123
                           Unrealized depreciation...............    (711,218)
                                                                   -----------
                           Net unrealized appreciation...........  $3,471,905
                                                                   ===========

                                       13
<PAGE>

                          STERLING CAPITAL CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2000
                                   (Unaudited)

Note C - 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 $24,000.

Note D - Other Transactions with Affiliates

         Aggregate  remuneration  paid or accrued by the Corporation for the six
months  ended June 30,  2000 to certain  persons who were  "affiliated  persons"
within the meaning of the Act, was as follows:

                 Officers' salaries ............................$  86,764
                 Amount paid or accrued under Pension Plan .....   29,576
                 Directors' fees ...............................   30,000

         Incident to the sublease  arrangements  for office space at 635 Madison
Avenue  referred  to in Note C 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, 2000,  Mr.  Scheuer and the  Corporation  paid or accrued
approximately  $293,000  and  $62,000,  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 E - 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  tables  provide a  reconciliation  of the changes in the
plan's benefit obligations,  fair value of assets, and a statement of the funded
status for the year ended December 31, 1999:


                                       14
<PAGE>


                          STERLING CAPITAL CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2000
                                   (Unaudited)

Change in Benefit Obligation
   Benefit Obligation at Beginning of Year       $ 449,032
   Service Cost ..........................          34,917
   Interest Cost .........................          26,942
   Actuarial Gain ........................         (94,796)
   Benefits Paid .........................            (667)
                                                 ---------
   Benefit Obligation at End of Year .....       $ 415,428
                                                 =========

Change in Plan Assets
   Fair Value at Beginning of Year .......       $ 346,757
   Actual Return on Plan Assets ..........          26,240
   Employer Contributions ................          41,369
   Benefits Paid .........................            (667)
                                                 ---------
   Fair Value at End of Year .............       $ 413,699
                                                 =========

Funded Status
   Unfunded Status of the Plan ...........       $  (1,729)
   Unrecognized Net Actuarial Gain .......        (116,194)
   Unrecognized Prior Service Costs ......          37,626
   Unrecognized Transition Obligation ....          94,386
                                                 ---------
   Prepaid Benefit Cost ..................       $  14,089
                                                 =========

The  following  table  provides  amounts  recognized  in the balance sheet as of
December 31, 1999:

   Prepaid Benefit Cost                          $  14,089
                                                 ---------
   Net Amount Recognized                         $  14,089
                                                ==========

The components of net pension costs are as follows:

Service Cost .................................    $ 34,917
Interest Cost ................................      26,942
Actual Return on Plan Assets .................     (26,240)
Amortization of Unrecognized Transition Assets       5,244
Amortization of Prior Service Costs ..........       2,352
Recognized Net Actuarial Loss ................      (3,845)
                                                  --------
Net Periodic Pension Cost ....................    $ 39,370
                                                  ========

         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%.

                                       15
<PAGE>


                          STERLING CAPITAL CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2000
                                   (Unaudited)

Note F - Distributions to Shareholders

         On January 21, 2000 the  Corporation  paid a cash  distribution of $.50
per share to  shareholders  of record at the close of business  on December  30,
1999. 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 1999 even though the  distribution was paid to
shareholders  in 2000. The Board of Directors  determined  that of the aggregate
amount of the distribution  ($1,250,000),  $50,000 be considered a charge on the
Corporation's books against net investment income and $1,200,000 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.

         On July 27, 2000 the Board of Directors of the  Corporation  declared a
cash distribution of $.025 per share, payable September 11, 2000 to shareholders
of record at the close of business on August 25, 2000.  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 1999
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
2000 even though the  distribution  represents net capital gains and "investment
company  taxable income"  realized by the Corporation  during 1999. The Board of
Directors determined that of the aggregate amount of the distribution ($62,500),
$43,401 be considered a charge on the Corporation's books against net investment
income and $19,099 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
                              FINANCIAL HIGHLIGHTS



Selected data for each share of capital stock outstanding throughout each
period:
<TABLE>
<CAPTION>


                                                                                          Year Ended December 31
                                                             Six Months                   ----------------------
                                                                ended              1999    1998     1997      1996    1995
                                                            June 30, 2000          ----    ----     ----      ----    ----
                                                            (Unaudited)(1)                       (Audited)
                                                           ----------------                      ---------
<S>                                                             <C>               <C>     <C>      <C>      <C>      <C>
Investment income ............................                   $.15              $.25    $.26     $.30     $ .27    $.39
Expenses ..........................................               .12               .21     .21      .22       .21     .25
                                                                  ---              ----    ----     ----     -----    ----
Net investment income .....................                       .03               .04     .05      .08       .06     .14

Distributions of net realized
capital gains ......................................                -              (.51)   (.04)    (.82)     (.36)   (.53)

Distributions of net investment income                              -              (.04)   (.05)    (.06)     (.06)   (.15)

Net realized gain (loss) and increase
(decrease) in unrealized appreciation..                          (.13)             1.00     .30      .87      1.02    1.16
                                                               ------              ----    ----     -----     ----    ----

Net increase (decrease) in net asset value                       (.10)              .49     .26      .07       .66     .62
Net asset value:
   Beginning of period ........................                  8.97              8.48    8.22     8.15      7.49    6.87
                                                               ------             -----    ----     ----      ----    -----
   End of period  .................................             $8.87             $8.97   $8.48    $8.22     $8.15    $7.49
                                                              =======             =====   =====    =====     =====   ======

Ratio of expenses to average net assets                          1.3%                2.4%   2.5%     2.6%      2.6%    3.4%

Ratio of net investment income to
average net assets ..............................                 .4%                 .4%    .5%      .9%       .8%    1.8%

Portfolio turnover ..............................                 17%                 37%    41%      40%       57%     51%

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


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