VALUE LINE SPECIAL SITUATIONS FUND INC
485BPOS, 1996-04-18
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<PAGE>
   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 18, 1996
    
 
                                                             FILE NO. 2-12663
                                                             FILE NO. 811-719
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
 
                              Washington, DC 20549
                                 -------------
 
                                   FORM N-1A
 
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933          /X/
 
                          Pre-Effective Amendment No.                        / /
 
   
                        Post-Effective Amendment No. 85                      /X/
    
 
                                      and
 
                        REGISTRATION STATEMENT UNDER THE
                         INVESTMENT COMPANY ACT OF 1940                      /X/
 
   
                                Amendment No. 85                             /X/
    
                                  -----------
 
                             THE VALUE LINE SPECIAL
                             SITUATIONS FUND, INC.
              (EXACT NAME OF REGISTRATION AS SPECIFIED IN CHARTER)
 
                              220 East 42nd Street
                               New York, New York                10017-5891
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)      (ZIP CODE)
 
       Registrant's Telephone Number, including Area Code: (212) 907-1500
 
                               David T. Henigson
                                Value Line, Inc.
                              220 East 42nd Street
                         New York, New York 10017-5891
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
                                    Copy to:
                              Peter D. Lowenstein
                         Two Greenwich Plaza, Suite 100
                              Greenwich, CT 06830
                                 -------------
 
        It is proposed that this filing will become effective (check
        appropriate box)
 
        / / immediately upon filing pursuant to paragraph (b)
 
   
         /X/ on May 1, 1996 pursuant to paragraph (b)
    
 
        / / 60 days after filing pursuant to paragraph (a)
 
        / / on (date) pursuant to paragraph (a) of rule 485
 
                                 -------------
 
   
Pursuant  to the provisions of Rule 24f-2(a)(1) under the Investment Company Act
of 1940, Registrant  has registered an  indefinite number of  shares of  capital
stock  under the Securities Act of 1933.  Registrant filed its Rule 24f-2 Notice
for the year ended December 31, 1995 on or about February 6, 1996.
    
 
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<PAGE>
                  THE VALUE LINE SPECIAL SITUATIONS FUND, INC.
 
                                   FORM N-1A
 
                             CROSS REFERENCE SHEET
                           (AS REQUIRED BY RULE 495)
 
<TABLE>
<CAPTION>
N-1A ITEM NO.                                                                            LOCATION
- ------------------------------------------------------------------------  ---------------------------------------
<C>              <S>                                                      <C>
PART A (PROSPECTUS)
       Item  1.  Cover Page.............................................  Cover Page
       Item  2.  Synopsis...............................................  Omitted
       Item  3.  Condensed Financial Information........................  Summary of Fund Expenses; Financial
                                                                            Highlights
       Item  4.  General Description of Registrant......................  Cover Page; Investment Objective and
                                                                            Policies; Investment Restrictions;
                                                                            Additional Information
       Item  5.  Management of the Fund.................................  Summary of Fund Expenses; Management of
                                                                            the Fund; Additional Information
       Item  6.  Capital Stock and Other Securities.....................  Dividends, Distributions and Taxes;
                                                                            Additional Information
       Item  7.  Purchase of Securities Being Offered...................  How to Buy Shares; Calculation of Net
                                                                            Asset Value; Investor Services
       Item  8.  Redemption or Repurchase of Securities.................  How to Redeem Shares
       Item  9.  Pending Legal Proceedings..............................  Not Applicable
PART B (STATEMENT OF ADDITIONAL INFORMATION)
       Item 10.  Cover Page.............................................  Cover Page
       Item 11.  Table of Contents......................................  Table of Contents
       Item 12.  General Information and History........................  Additional Information (Part A)
       Item 13.  Investment Objectives and Policies.....................  Investment Objectives and Policies;
                                                                            Investment Restrictions
       Item 14.  Management of the Fund.................................  Directors and Officers
       Item 15.  Control Persons and Principal Holders of Securities....  Management of the Fund (Part A);
                                                                            Directors and Officers
       Item 16.  Investment Advisory and Other Services.................  Management of the Fund (Part A); The
                                                                            Adviser
       Item 17.  Brokerage Allocation...................................  Management of the Fund (Part A);
                                                                            Brokerage Arrangements
       Item 18.  Capital Stock and Other Securities.....................  Additional Information (Part A)
       Item 19.  Purchase, Redemption and Pricing of Securities Being
                   Offered..............................................  How to Buy Shares; Suspension of
                                                                            Redemptions; Calculation of Net Asset
                                                                            Value (Part A)
       Item 20.  Tax Status.............................................  Taxes
       Item 21.  Underwriters...........................................  Not Applicable
       Item 22.  Calculation of Performance Data........................  Performance Information (Part A);
                                                                            Performance Data
       Item 23.  Financial Statements...................................  Financial Statements
</TABLE>
 
PART C
 
    Information  required  to be  included  in Part  C  is set  forth  under the
    appropriate Item, so numbered, in Part C to this Registration Statement.
<PAGE>
 
   
<TABLE>
<S>                                    <C>
THE
VALUE LINE                              PROSPECTUS
SPECIAL SITUATIONS                      May 1, 1996
FUND, INC.
</TABLE>
    
 
220 East 42nd Street, New York, New York 10017-5891
1-800-223-0818 or 1-800-243-2729
 
             The  Value  Line  Special Situations  Fund,  Inc. (the
             "Fund") is a no-load investment company whose  primary
             investment  objective is long-term  growth of capital.
             The Fund invests  primarily in  a broadly  diversified
             list of "special situations."
 
             The  Fund invests  substantially all of  its assets in
             common stocks  or securities  convertible into  common
             stock.  From  time to  time, a  portion of  the Fund's
             assets may be invested in debt securities,  short-term
             indebtedness, bonds or preferred stocks or may be held
             in cash.
 
             The Fund's investment adviser is Value Line, Inc. (the
             "Adviser").
 
             Shares  of the  Fund are  offered at  net asset value.
             There are no sales charges or redemption fees.
 
   
    This Prospectus sets  forth concise  information about the  Fund that  a
    prospective  investor ought  to know  before investing.  This Prospectus
    should be retained  for future reference.  Additional information  about
    the  Fund is contained  in a Statement  of Additional Information, dated
    May 1,  1996, which  has been  filed with  the Securities  and  Exchange
    Commission and is incorporated into this Prospectus by reference. A copy
    of  the Statement of Additional Information may be obtained at no charge
    by writing or telephoning the Fund  at the address or telephone  numbers
    listed above.
    
 
                                  DISTRIBUTOR
                          Value Line Securities, Inc.
                              220 East 42nd Street
                            New York, NY 10017-5891
 
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE   COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS  THE
  SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
  UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO  THE
  CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
SUMMARY OF FUND EXPENSES
 
   
<TABLE>
<S>                                                                             <C>
SHAREHOLDER TRANSACTION EXPENSES
  Sales Load on Purchases.....................................................       None
  Sales Load on Reinvested Dividends..........................................       None
  Deferred Sales Load.........................................................       None
  Redemption Fees.............................................................       None
  Exchange Fee................................................................       None
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
  Management Fees.............................................................       .75%
  12b-1 Fees..................................................................       None
  Other Expenses..............................................................       .31%
  Total Fund Operating Expenses...............................................      1.06%
</TABLE>
    
 
   
<TABLE>
<CAPTION>
EXAMPLE                                            1 YEAR 3 YEARS 5 YEARS 10 YEARS
                                                   ------ ------- ------- --------
<S>                                                <C>    <C>     <C>     <C>
You  would pay  the following expenses  on a $1,000
  investment, assuming (1) 5% annual return and (2)
  redemption at the end of each time period:.......   $11    $34     $58     $129
</TABLE>
    
 
   
    The foregoing is  based upon the  expenses for the  year ended December  31,
1995, and is designed to assist investors in understanding the various costs and
expenses  that an investor in the Fund  will bear directly or indirectly. Actual
expenses in the future may be greater or less than these shown.
    
 
                                       2
<PAGE>
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)
 
   
    The  following  information  on selected  per  share data  and  ratios, with
respect to each of the five years in the period ended December 31, 1995, and the
related  financial  statements  have  been  audited  by  Price  Waterhouse  LLP,
independent  accountants, whose unqualified report thereon appears in the Fund's
Annual Report  to  Shareholders  which  is  incorporated  by  reference  in  the
Statement  of  Additional  Information.  This  information  should  be  read  in
conjunction with the financial statements and notes thereto which appear in  the
Fund's Annual Report to Shareholders available from the Fund without charge.
    
 
   
<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31
                      -----------------------------------------------------------------------------------------------------------
                        1995       1994       1993       1992       1991       1990       1989       1988       1987       1986
                      --------   --------   --------   --------   --------   --------   --------   --------   --------   --------
<S>                   <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE,
  BEGINNING OF
  YEAR..............    $16.15     $16.95     $15.69     $16.41     $12.72     $13.49     $11.25     $10.99     $15.07     $14.37
                      --------   --------   --------   --------   --------   --------   --------   --------   --------   --------
 INCOME (LOSS) FROM
 INVESTMENT
 OPERATIONS:
  Net investment
  income (loss).....       .06       (.07)      (.13)      (.05)       .04        .13        .27        .09        .06        .06
  Net gains or
  losses
  on securities
  (both
  realized and
  unrealized).......      4.58        .23       2.14       (.52)      4.56       (.73)      2.19        .26      (1.46)       .68
                      --------   --------   --------   --------   --------   --------   --------   --------   --------   --------
  Total from
  investment
  operations........      4.64        .16       2.01       (.57)      4.60       (.60)      2.46        .35      (1.40)       .74
                      --------   --------   --------   --------   --------   --------   --------   --------   --------   --------
 LESS DISTRIBUTIONS:
  Dividends from
  net investment
  income............      (.06)        --         --         --#      (.05)      (.17)      (.22)      (.09)      (.12)      (.04)
  Distributions from
  net
  realized gains....     (4.49)      (.96)      (.75)      (.15)      (.86)        --         --         --      (2.56)        --
                      --------   --------   --------   --------   --------   --------   --------   --------   --------   --------
  Total
  distributions.....     (4.55)      (.96)      (.75)      (.15)      (.91)      (.17)      (.22)      (.09)     (2.68)      (.04)
                      --------   --------   --------   --------   --------   --------   --------   --------   --------   --------
NET ASSET VALUE, END
  OF YEAR...........    $16.24     $16.15     $16.95     $15.69     $16.41     $12.72     $13.49     $11.25     $10.99     $15.07
                      --------   --------   --------   --------   --------   --------   --------   --------   --------   --------
                      --------   --------   --------   --------   --------   --------   --------   --------   --------   --------
TOTAL RETURN........    28.96%      1.03%     12.99%     -3.45%     36.61%     -4.45%     21.93%      3.17%     -9.09%      5.11%
                      --------   --------   --------   --------   --------   --------   --------   --------   --------   --------
                      --------   --------   --------   --------   --------   --------   --------   --------   --------   --------
RATIOS/SUPPLEMENTAL
  DATA:
Net assets, end of
  year
  (in thousands)....  $ 98,408   $ 90,180   $ 91,388   $101,094   $129,044   $103,851   $116,783   $112,399   $123,756   $193,629
Ratio of operating
  expenses to
  average
  net assets........     1.06%      1.10%      1.06%      1.09%      1.04%      1.11%      1.08%      1.16%      1.01%      1.02%
Ratio of net
  investment
  (loss) income to
  average net
  assets............      .32%     (.46)%     (.79)%     (.33)%       .24%       .92%      1.84%       .68%       .26%       .29%
Portfolio turnover
  rate..............       10%        37%        39%        43%        37%        33%        66%        59%        41%        73%
</TABLE>
    
 
- ------------
(#) Dividend paid was less than one cent per share.
 
                                       3
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
 
    The primary investment objective of the Fund is long-term growth of capital.
No  consideration is given to  current income in the  choice of investments. The
Fund will at all times keep not less than 80% of the market value of its  assets
(other   than  cash  and  U.S.   government  securities)  invested  in  "special
situations". This  is a  fundamental policy  of the  Fund which  along with  its
investment  objective cannot be changed  without shareholder approval. There can
be no assurance that the Fund  will achieve its investment objective. There  are
risks  in all  investments, including  any stock  investment, and  in all mutual
funds that invest in stocks.
 
BASIC INVESTMENT STRATEGY
 
    The  Fund  seeks   to  achieve   its  investment   objective  by   investing
substantially  all of its assets in a  diversified portfolio of common stocks or
securities convertible into common stock. However,  a portion of its assets  may
be  held from time to  time in cash, debt  securities, bonds or preferred stocks
when the Adviser deems such a position  appropriate in the light of economic  or
market  conditions.  The Fund  may  also purchase  restricted  securities, write
covered call options and enter into repurchase agreements.
 
   
    In selecting securities for  purchase or sale, the  Adviser may rely on  the
Value  Line Timeliness-TM-  Ranking System (if  a ranking is  available for that
particular stock) which has  evolved after many years  of research and has  been
used  in substantially its present form since  1965. It is based upon historical
prices and reported earnings, recent earnings and price momentum and the  degree
to  which  the  last reported  earnings  deviated from  estimated  earnings. The
Timeliness Rankings are published  weekly in the Standard  Edition of The  Value
Line Investment Survey for approximately 1,700 stocks. On a scale of 1 (highest)
to  5  (lowest), the  Rankings compare  the Adviser's  estimate of  the probable
market performance of each stock during the coming twelve months relative to all
1,700 stocks under review. The Rankings  are updated weekly to reflect the  most
recent  information. The Rankings do not  eliminate market risk, but the Adviser
believes that  they  provide objective  standards  for determining  whether  the
market  is undervaluing or overvaluing a  particular security. Reliance upon the
Rankings, whenever feasible, is a fundamental  policy of the Fund which may  not
be  changed  without  shareholder  approval.  Reliance  on  the  Rankings  is no
assurance that the Fund will perform  more favorably than the market in  general
over any particular period.
    
 
    "SPECIAL  SITUATIONS".  A "special  situation" as that term  is used in this
Prospectus refers to the security of a company in which an unusual and  possibly
non-repetitive  development is taking place which  in the opinion of the Adviser
will probably cause the security to attain a higher market value  independently,
to  a degree,  of the trend  of the  securities markets in  general. Since every
"special situation" to some  extent involves a break  with past experience,  the
uncertainties  in the appraisal  of future value  and risk of  possible loss are
greater than  in  the  case  of  old,  well-established  companies  carrying  on
according  to  long-established  patterns.  However, for  the  same  reason, the
Adviser  believes  that   "special  situations"  offer   greater  than   average
appreciation potential.
 
    The  particular  development (actual  or  prospective) which  may  qualify a
security as  a "special  situation" may  be  one of  many different  types.  For
example:  a  technological  improvement or  important  discovery  or acquisition
which, if the expectation for it materialized, would effect a substantial change
in the company's business; a  recapitalization or other development involving  a
security  exchange or conversion; a merger, liquidation or distribution of cash,
securities or other assets; a breakup  or workout of a holding company;  payment
on  account of arrears;  litigation which, if  resolved favorably, would improve
the value  of the  company's stock;  a new  or changed  management; or  material
changes  in management  policies. The  fact, if it  exists, that  an increase in
 
                                       4
<PAGE>
the company's  earnings, dividends  or business  is expected,  or that  a  given
security is considered to be undervalued, is not in itself sufficient to qualify
a  security as  a "special  situation". A  "special situation"  often involves a
comparatively small  company which  is not  well known  and which  has not  been
closely watched by investors generally, but it may also involve a large company.
 
MISCELLANEOUS INVESTMENT PRACTICES
 
    COVERED  CALL OPTIONS.   The Fund may  write covered call  options on stocks
held in  its portfolio  ("covered options")  in an  attempt to  earn  additional
income  on its portfolio or to partially offset an expected decline in the price
of a  security.  When the  Fund  writes a  covered  call option,  it  gives  the
purchaser  of the option the  right to buy the  underlying security at the price
specified in the  option (the "exercise  price") at any  time during the  option
period.  If the option expires unexercised, the  Fund will realize income to the
extent of the amount received for the  option (the "premium"). If the option  is
exercised, a decision over which the Fund has no control, the Fund must sell the
underlying  security to the  option holder at  the exercise price.  By writing a
covered option,  the  Fund  foregoes,  in exchange  for  the  premium  less  the
commission  ("net premium"), the opportunity to  profit during the option period
from an  increase in  the market  value  of the  underlying security  above  the
exercise  price. The  Fund will  not write call  options in  an aggregate amount
greater than 25% of its net assets.
 
    The Fund will purchase call  options only to close  out a position. When  an
option  is written on securities in the Fund's portfolio and it appears that the
purchaser of  that option  is likely  to exercise  the option  and purchase  the
underlying  security, it may be considered  appropriate to avoid liquidating the
Fund's position, or the Fund may wish to extinguish a call option sold by it  so
as  to be free to  sell the underlying security. In  such instances the Fund may
purchase a call option  on the same  security with the  same exercise price  and
expiration  date which had  been previously written. Such  a purchase would have
the effect  of closing  out the  option which  the Fund  has written.  The  Fund
realizes  a gain if the amount paid to purchase the call option is less than the
premium received for writing a similar option  and a loss if the amount paid  to
purchase  a  call option  is greater  than  the premium  received for  writing a
similar option. Generally, the  Fund realizes a short-term  capital loss if  the
amount  paid to purchase the call option with respect to a stock is greater than
the premium received  for writing  the option.  If the  underlying security  has
substantially  risen in value, it may be  difficult or expensive to purchase the
call option for the closing transaction.
 
    REPURCHASE AGREEMENTS.   The  Fund  may invest  temporary cash  balances  in
repurchase  agreements. A repurchase agreement involves  a sale of securities to
the Fund, with  the concurrent agreement  of the  seller (a member  bank of  the
Federal  Reserve System or a securities dealer  which the Adviser believes to be
financially sound) to repurchase the securities at the same price plus an amount
equal to an  agreed-upon interest rate,  within a specified  time, usually  less
than one week, but, on occasion, at a later time. The Fund will make payment for
such  securities only upon physical delivery  or evidence of book-entry transfer
to the  account of  the  custodian or  a  bank acting  as  agent for  the  Fund.
Repurchase  agreements may also  be viewed as  loans made by  the Fund which are
collateralized by  the  securities  subject  to repurchase.  The  value  of  the
underlying securities will be at least equal at all times to the total amount of
the  repurchase obligation,  including the  interest factor.  In the  event of a
bankruptcy or other  default of  a seller of  a repurchase  agreement, the  Fund
could  experience  both  delays  in liquidating  the  underlying  securities and
losses, including: (a) possible decline in the value of the underlying  security
during  the  period while  the Fund  seeks  to enforce  its rights  thereto; (b)
possible subnormal levels  of income and  lack of access  to income during  this
period;  and  (c)  expenses of  enforcing  its  rights. The  Board  of Directors
monitors the  creditworthiness  of  parties  with which  the  Fund  enters  into
repurchase agreements.
 
                                       5
<PAGE>
   
RISK FACTORS
    
 
   
    Investors should be aware of the following:
    
 
   
    - There are risks in all investments, including any stock investment, and in
      all mutual funds. The Fund's net asset value will fluctuate to reflect the
      investment performance of the securities held by the Fund.
    
 
   
    - The  value a shareholder receives upon redemption may be greater or lesser
      than the value of such shares when acquired.
    
 
   
    - The  use  of  investment  techniques  such  as  investing  in   repurchase
      agreements  involves greater risk  than does an investment  in a fund that
      does not engage in such activities.
    
 
INVESTMENT RESTRICTIONS
 
    The Fund has adopted  a number of investment  restrictions which may not  be
changed  without shareholder approval.  These are set forth  in the Statement of
Additional Information and provide, among other things, that the Fund may not
 
    (a) borrow in excess of 10%  of the value of its  assets and then only as  a
temporary measure;
 
    (b)  purchase  securities (other  than  U.S. government  securities)  if the
purchase would cause the Fund, at the time, to have more than 5% of the value of
its total assets invested in  the securities of any one  company or to own  more
than 10% of the outstanding voting securities of any one company; or
 
    (c)  invest 25% or more  of the value of the  Fund's assets in securities of
issuers in one particular industry.
 
MANAGEMENT OF THE FUND
 
    The management and affairs of the Fund are supervised by the Fund's Board of
Directors.  The  Fund's  officers  conduct  and  supervise  the  daily  business
operations  of  the  Fund.  The  Fund's  investment  decisions  are  made  by an
investment committee  of employees  of  the Adviser.  The Fund's  Annual  Report
contains  a discussion on  the Fund's performance, which  will be made available
upon request and without charge.
 
   
    THE ADVISER.   The Adviser was  organized in  1982 and is  the successor  to
substantially  all of the operations of  Arnold Bernhard & Co., Inc. ("AB&Co.").
The  Adviser  was  formed  as  part  of  a  reorganization  of  AB&Co.,  a  sole
proprietorship  formed  in 1931  which became  a New  York corporation  in 1946.
AB&Co. currently  owns  approximately  81%  of the  outstanding  shares  of  the
Adviser's  common stock.  Jean Bernhard  Buttner, Chairman,  President and Chief
Executive Officer of the Adviser, owns a majority of the voting stock of  AB&Co.
All  of the non-voting  stock is owned by  or for the benefit  of members of the
Bernhard family and employees and former employees of AB&Co. or the Adviser. The
Adviser currently acts  as investment  adviser to  the other  Value Line  mutual
funds  and furnishes investment  advisory services to  private and institutional
accounts with combined assets  in excess of $5  billion. Value Line  Securities,
Inc.,  the  Fund's distributor,  is  a subsidiary  of  the Adviser.  The Adviser
manages the  Fund's investments,  provides various  administrative services  and
supervises  the Fund's daily  business affairs, subject to  the authority of the
Board of Directors. The  Adviser is paid  an advisory fee at  an annual rate  of
0.75%  of the Fund's average daily net assets during the year. Although this fee
is higher than that paid by many other investment companies, it is not unusually
high for  investment companies  with a  similar investment  objective. For  more
information  about the Fund's management fees  and expenses, see the "Summary of
Fund Expenses" on page 2.
    
 
                                       6
<PAGE>
    BROKERAGE.  The Fund  pays a portion of  its total brokerage commissions  to
Value  Line Securities,  Inc., which  clears transactions  for the  Fund through
unaffiliated broker-dealers.
 
CALCULATION OF NET ASSET VALUE
 
    The net asset value of the Fund's shares for purposes of both purchases  and
redemptions  is determined once  daily as of  the close of  trading of the first
session of the New York Stock Exchange  (currently 4:00 p.m., New York time)  on
each  day that the New York Stock Exchange is open for trading except on days on
which no orders to purchase, sell or redeem Fund shares have been received.  The
New  York Stock Exchange is currently closed on New Year's Day, President's Day,
Good Friday, Memorial  Day, Independence  Day, Labor Day,  Thanksgiving Day  and
Christmas Day. The net asset value per share is determined by dividing the total
value  of the investments and other assets of the Fund, less any liabilities, by
the total outstanding  shares. Securities  listed on a  securities exchange  and
over-the-counter  securities traded on the NASDAQ  national market are valued at
the closing sales price  on the date as  of which the net  asset value is  being
determined.  In the absence of closing sales  prices for such securities and for
securities traded in the over-the-counter market, the security is valued at  the
midpoint  between the latest available and  representative asked and bid prices.
Securities for which market  quotations are not readily  available or which  are
not readily marketable and all other assets of the Fund are valued at fair value
as  the Board of  Directors may determine in  good faith. Short-term instruments
with maturities  of 60  days or  less  at the  date of  purchase are  valued  at
amortized cost, which approximates market.
 
HOW TO BUY SHARES
 
   
    PURCHASE BY CHECK.  To buy shares, send a check made payable to "NFDS-Agent"
and  a completed and signed application form to Value Line Funds, c/o NFDS, P.O.
Box 419729,  Kansas  City,  MO  64141-6729. For  assistance  in  completing  the
application  and  for information  on  pre-authorized telephone  purchases, call
Value Line Securities  at 1-800-223-0818  during New York  business hours.  Upon
receipt  of the completed and signed  purchase application and a check, National
Financial Data Services, Inc. ("NFDS"), the Fund's shareholder servicing  agent,
will  buy full and fractional shares (to  three decimal places) at the net asset
value next computed after the funds are received and will confirm the investment
to the investor. Subsequent investments may be made by attaching a check to  the
confirmation's  "next  payment" stub,  by telephone  or  by federal  funds wire.
Investors may  also buy  shares  through broker-dealers  other than  Value  Line
Securities.  Such broker-dealers may charge  investors a reasonable service fee.
Neither Value Line Securities nor the Fund  receives any part of such fees  when
charged  (and  which can  be  avoided by  investing  directly). If  an  order to
purchase shares is cancelled due to nonpayment or because the purchaser's  check
does  not clear, the purchaser will be  responsible for any loss incurred by the
Fund or Value Line Securities by  reason of such cancellation. If the  purchaser
is  a shareholder, Value Line Securities reserves the right to redeem sufficient
shares from the shareholder's account to protect the Fund against loss.  Minimum
orders are $1,000 for an initial purchase and $100 for each subsequent purchase.
The Fund may refuse any order for the purchase of shares.
    
 
                                       7
<PAGE>
    WIRE  PURCHASE--$1,000 MINIMUM.   An investor should  call 1-800-243-2729 to
obtain an  account number.  After  receiving an  account number,  instruct  your
commercial  bank to wire transfer "federal funds" via the Federal Reserve System
as follows:
 
    State Street Bank and Trust Company, Boston, MA
    ABA # 011000028
    Attn: Mutual Fund Division
    DDA # 99049868
    Value Line Special Situations Fund
    A/C # ________________________
    Shareholder's name and account information
    Tax ID # ________________________
 
NOTE:   A  COMPLETED AND  SIGNED  APPLICATION  MUST BE  MAILED  IMMEDIATELY  AND
RECEIVED BY NFDS BEFORE IT CAN HONOR ANY WITHDRAWAL OR EXCHANGE TRANSACTIONS.
 
    After  your account has been opened,  you may wire additional investments in
the same manner.
 
    For an initial investment made by federal funds wire purchase, the wire must
include a valid social security  number or tax identification number.  Investors
purchasing  shares  in this  manner will  then  have 30  days after  purchase to
provide the certification and signed account application. All payments should be
made in U.S. dollars and, to avoid fees and delays, should be drawn on only U.S.
banks. Until receipt of  the above, any distributions  from the account will  be
subject to 31% withholding.
 
    SUBSEQUENT  TELEPHONE  PURCHASES--$250  MINIMUM.    Upon  completion  of the
telephone  purchase   authorization   section  of   the   account   application,
shareholders  who own Fund shares with a current  value of $500 or more may also
purchase additional shares in amounts of $250  or more up to twice the value  of
their  shares by calling 1-800-243-2729 between 9:00 a.m. and 4:00 p.m. New York
time. Such orders  will be  priced at  the closing net  asset value  on the  day
received  and payment will be due within  three business days. If payment is not
received within the  required time or  a purchaser's check  does not clear,  the
order  is subject to cancellation and the  purchaser will be responsible for any
loss incurred by the Fund or Value Line Securities. Shares may not be  purchased
by telephone for a tax-sheltered retirement plan.
 
DIVIDENDS, DISTRIBUTIONS AND TAXES
 
    The  Fund distributes  net investment  income and  any net  realized capital
gains to  shareholders at  least annually.  Income dividends  and capital  gains
distributions  are  automatically reinvested  in additional  shares of  the Fund
unless the  shareholder has  requested otherwise.  Because the  Fund intends  to
distribute  all of its net investment  income and capital gains to shareholders,
it is not  expected that the  Fund will be  required to pay  any federal  income
taxes.  However,  shareholders of  the Fund  normally will  have to  pay federal
income taxes, and  any applicable  state or local  taxes, on  the dividends  and
capital  gains  distributions  they  receive  from  the  Fund  (whether  or  not
reinvested in additional Fund shares). Shareholders will be informed annually of
the amount and nature of the Fund's income and distributions.
 
PERFORMANCE INFORMATION
 
    The Fund  may from  time to  time include  information regarding  its  total
return  performance in advertisements or in information furnished to existing or
prospective shareholders. When information regarding total return is  furnished,
it    will    be    based   upon    changes    in   the    Fund's    net   asset
 
                                       8
<PAGE>
value, and will assume the reinvestment  of all capital gains distributions  and
income  dividends. It will take into account nonrecurring charges, if any, which
the Fund may  incur but  will not  take into account  income taxes  due on  Fund
distributions.
 
    The table below illustrates the total return performance of the Fund for the
periods  indicated by showing the value of a hypothetical $1,000 investment made
at the beginning of each period. The information contained in the table has been
computed by applying the Fund's average annual total return to the  hypothetical
$1,000   investment.  The  table  assumes  reinvestment  of  all  capital  gains
distributions and income dividends, but does not take into account income  taxes
due on Fund distributions or dividends.
 
   
<TABLE>
<CAPTION>
                                                                                  AVERAGE
                                                                                   ANNUAL
                                                                                TOTAL RETURN
                                                                                ------------
<S>                                                                   <C>       <C>
For the year ended December 31, 1995...............................   $ 1,290         28.96 %
For the five years ended December 31, 1995.........................   $ 1,942         14.19 %
For the ten years ended December 31, 1995..........................   $ 2,230          8.35 %
</TABLE>
    
 
    Comparative  performance  information  may  be used  from  time  to  time in
advertising the Fund's shares, including  data from Lipper Analytical  Services,
Inc.  and other  industry or  financial publications.  The Fund  may compare its
performance to that of other mutual funds with similar investment objectives and
to stock or other relevant indices. From  time to time, articles about the  Fund
regarding its performance or ranking may appear in national publications such as
Kiplinger's  Personal  Finance,  Money Magazine,  Financial  World, Morningstar,
Personal  Investors,  Forbes,  Fortune,  Business  Week,  Wall  Street  Journal,
Investor's Business Daily, Donoghue and Barron's. Some of these publications may
publish their own rankings or performance reviews of mutual funds, including the
Fund.  Reference  to or  reprints of  such articles  may be  used in  the Fund's
promotional literature.
 
    Investors should note that the investment results of the Fund will fluctuate
over time, and any presentation of the Fund's total return for any period should
not be considered as a representation of what an investment may earn or what  an
investor's total return may be in any future period.
 
HOW TO REDEEM SHARES
 
   
    Shares  of the Fund may  be redeemed at any time  at their current net asset
value next determined after NFDS receives a request in proper form. ALL REQUESTS
FOR REDEMPTION  SHOULD  BE SENT  TO  NFDS, P.O.  BOX  419729, KANSAS  CITY,  MO.
64141-6729.  The value of shares  of the Fund on redemption  may be more or less
than the  shareholder's cost,  depending upon  the market  value of  the  Fund's
assets at the time. A shareholder holding certificates for shares must surrender
the  certificates  properly  endorsed  with  signature  guaranteed.  A signature
guarantee may  be  executed by  any  "eligible" guarantor.  Eligible  guarantors
include  domestic banks, savings associations, credit  unions, member firms of a
national securities exchange, and  participants in the  New York Stock  Exchange
Medallion  Signature Program,  the Securities Transfer  Agents Medallion Program
("STAMP") and the Stock Exchanges Medallion Program. You should verify with  the
institution that they are an acceptable (eligible) guarantor prior to signing. A
guarantee from a Notary Public is not an acceptable source. The signature on any
request  for redemption  of shares  not represented  by certificates,  or on any
stock power in  lieu thereof,  must be similarly  guaranteed. In  each case  the
signature  or signatures must  correspond to the  names in which  the account is
registered. Additional documentation may be required when shares are  registered
in  the name of a corporation, agent  or fiduciary. For further information, you
should contact NFDS.
    
 
                                       9
<PAGE>
    The Fund does  not make  a redemption  charge, but  shares redeemed  through
brokers or dealers may be subject to a service charge by such firms. A check for
the  redemption proceeds will  be mailed within seven  days following receipt of
all  required  documents.  However,  payment  may  be  postponed  under  unusual
circumstances  such as when normal  trading is not taking  place on the New York
Stock Exchange. In addition, shares purchased  by check may not be redeemed  for
up to 15 days following the purchase date.
 
    If the Board of Directors determines that it is in the best interests of the
Fund,  the Fund may  redeem, upon prior  written notice, at  net asset value all
shareholder accounts which,  due to redemptions,  fall below $500  in net  asset
value.  In such event, an  investor will have 30 days  to increase the shares in
his account to the minimum level.
 
    The Fund will ordinarily pay in  cash all redemptions by any shareholder  of
record.  However, the Fund  has reserved the right  under the Investment Company
Act of 1940 to make payment  in whole or in part  in securities of the Fund,  if
the  Directors determine that such action is  in the best interests of the other
shareholders. Under such circumstances, the Fund will, nevertheless, pay to each
shareholder of record in  cash all redemptions by  such shareholder, during  any
90-day  period, up  to the lesser  of $250,000 or  1% of the  Fund's net assets.
Securities delivered in  payment of  redemptions are  valued at  the same  value
assigned  to  them in  computing  the net  asset  value per  share. Shareholders
receiving such securities may incur brokerage costs on their sales.
 
INVESTOR SERVICES
 
   
    VALU-MATIC.-REGISTERED TRADEMARK-   The Fund  offers a free  service to  its
shareholders,    Valu-Matic-Registered   Trademark-,   through   which   monthly
investments of $25 or more may be made automatically into the shareholder's Fund
account. The shareholder authorizes  the Fund to  debit the shareholders's  bank
account  monthly for the purchase of Fund shares  on or about the 3rd or 18th of
each month.  Further information  regarding this  service can  be obtained  from
Value Line Securities by calling 1-800-223-0818.
    
 
   
    EXCHANGE  OF SHARES.  Shares of the Fund  may be exchanged for shares of the
other Value Line funds in any identically registered account on the basis of the
respective net asset values next computed  after receipt of the exchange  order.
No  telephone exchanges can be made for less  than $1,000. If shares of the Fund
are being exchanged for shares  of The Value Line Cash  Fund, Inc. or The  Value
Line Tax Exempt Fund--Money Market Portfolio and the shares (including shares in
accounts  under the control of one investment advisor) have a value in excess of
$500,000, then, at  the discretion of  the Adviser, the  shares to be  purchased
will  be purchased at the closing price  on the third business day following the
redemption of the  shares being exchanged  to allow the  Fund to utilize  normal
securities settlement procedures in transferring the proceeds of the redemption.
    
 
    The  exchange privilege may be  exercised only if the  shares to be acquired
may be sold in  the investor's State.  Prospectuses for the  other funds may  be
obtained  from  Value  Line  Securities  by  calling  1-800-223-0818.  Each such
exchange involves a redemption and  a purchase for tax purposes.  Broker-dealers
are  not prohibited from charging a commission for handling the exchange of Fund
shares. To avoid paying such  a commission, send the  request in proper form  to
NFDS.  The Fund reserves  the right to  terminate the exchange  privilege of any
account making more than eight exchanges a  year. (An exchange out of The  Value
Line  Cash Fund, Inc., or The Value Line Tax Exempt Fund--Money Market Portfolio
is not counted  for this  purpose.) The exchange  privilege may  be modified  or
terminated at any time, and any of the Value Line funds may discontinue offering
its shares generally or in any particular State without prior notice. To make an
exchange,  call 1-800-243-2729. Although it has not  been a problem in the past,
shareholders should be aware that a  telephone exchange may be difficult  during
periods of major economic or market changes.
 
                                       10
<PAGE>
    SYSTEMATIC  CASH WITHDRAWAL PLAN.  A  shareholder who has invested a minimum
of $5,000 in the Fund, or whose  shares have attained that value, may request  a
transfer  of his shares to a Value Line Systematic Cash Withdrawal Account which
NFDS will maintain in his  name on the Fund's  books. Under the Systematic  Cash
Withdrawal  Plan ("the Plan") the shareholder  will request that NFDS, acting as
his agent, redeem monthly or quarterly a sufficient number of shares to  provide
for  payment to him,  or someone he  designates, of any  specified dollar amount
(minimum $25). All certificated shares must be placed on deposit under the  Plan
and  dividends  and  capital  gains  distributions,  if  any,  are automatically
reinvested at net asset  value. The Plan will  automatically terminate when  all
shares  in  the account  have been  redeemed.  The shareholder  may at  any time
terminate the  Plan,  change the  amount  of  the regular  payment,  or  request
liquidation  of the balance of  his account on written  notice to NFDS. The Fund
may terminate the Plan at any time on written notice to the shareholder.
 
    TAX-SHELTERED RETIREMENT PLANS.   Shares of  the Fund may  be purchased  for
various  types of retirement plans. For more complete information, contact Value
Line Securities at 1-800-223-0818 during New York business hours.
 
ADDITIONAL INFORMATION
 
    The  Fund  is  an   open-end,  diversified  management  investment   company
incorporated  in Delaware  in 1956 and  reincorporated in Maryland  in 1972. The
Fund has 100,000,000 authorized shares of common stock, $1 par value. Each share
has one  vote with  fractional  shares voting  proportionately. Shares  have  no
preemptive  rights,  are  freely  transferable,  are  entitled  to  dividends as
declared by the Directors, and, if  the Fund were liquidated, would receive  the
net assets of the Fund.
 
    INQUIRIES.   All inquiries regarding the Fund should be directed to the Fund
at the  telephone  numbers or  address  set forth  on  the cover  page  of  this
Prospectus.  Inquiries from  shareholders regarding  their accounts  and account
balances should be directed to National Financial Data Services, Inc., servicing
agent for  State Street  Bank  and Trust  Company,  the Fund's  transfer  agent,
1-800-243-2729.  Shareholders should note they may be  required to pay a fee for
special requests such  as historical  transcripts of an  account. Our  Info-Line
provides  the  latest account  information 24  hours  a day,  every day,  and is
available to shareholders with pushbutton phones. The Info-Line toll-free number
is 1-800-243-2739.
 
    WITHHOLDING.   Mutual  funds are  required  to withhold  31%  of  dividends,
distributions  of capital gains and redemption  proceeds from accounts without a
valid social  security  or tax  identification  number. You  must  provide  this
information  when you complete  the Fund's application and  certify that you are
not currently subject  to backup  withholding. The  Fund reserves  the right  to
close  by redemption  accounts for  which the  holder fails  to provide  a valid
social security or tax identification number.
 
    SHAREHOLDER MEETINGS.   The  Fund does  not intend  to hold  routine  annual
meetings of shareholders. However, special meetings of shareholders will be held
as  required  by law,  for  purposes such  as  changing fundamental  policies or
approving an advisory agreement.
 
                                       11
<PAGE>
                         THE VALUE LINE FAMILY OF FUNDS
- -------------------------------------------
 
1950--THE VALUE LINE FUND  seeks long-term growth of  capital along with  modest
current  income by investing substantially all of its assets in common stocks or
securities convertible into common stock.
 
1952--THE VALUE LINE INCOME  FUND'S primary investment  objective is income,  as
high  and dependable as is consistent  with reasonable growth. Capital growth to
increase total return is a secondary objective.
 
1956--THE VALUE LINE SPECIAL SITUATIONS FUND seeks to obtain long-term growth of
capital by investing not less than 80% of its assets in "special situations". No
consideration is given to achieving current income.
 
1972--VALUE LINE LEVERAGED  GROWTH INVESTORS'  sole investment  objective is  to
realize  capital growth by  investing substantially all of  its assets in common
stocks. The  Fund may  borrow  up to  50%  of its  net  assets to  increase  its
purchasing power.
 
1979--THE  VALUE LINE CASH FUND, a money  market fund, seeks high current income
consistent with preservation of capital and liquidity.
 
1981--VALUE LINE U.S.  GOVERNMENT SECURITIES FUND  seeks maximum income  without
undue  risk to principal. Under normal conditions,  at least 80% of the value to
its net  assets will  be  invested in  issues of  the  U.S. Government  and  its
agencies and instrumentalities.
 
1983--VALUE  LINE CENTURION FUND* seeks long-term  growth of capital as its sole
objective by investing  primarily in  stocks ranked  1 or  2 by  Value Line  for
year-ahead relative performance.
 
1984--THE  VALUE LINE  TAX EXEMPT FUND  seeks to provide  investors with maximum
income exempt from federal income taxes while avoiding undue risk to  principal.
The  Fund offers investors a choice of  two portfolios: a Money Market Portfolio
and a High-Yield Portfolio.
 
1985--VALUE LINE  CONVERTIBLE  FUND  seeks high  current  income  together  with
capital  appreciation primarily  from convertible securities  ranked 1  or 2 for
year-ahead performance by the Value Line Convertible Ranking System.
 
1986--VALUE LINE AGGRESSIVE  INCOME TRUST  seeks to maximize  current income  by
investing in high-yielding, lower-rated, fixed-income corporate securities.
 
1987--VALUE  LINE NEW YORK TAX EXEMPT TRUST  seeks to provide New York taxpayers
with maximum  income exempt  from New  York  State, New  York City  and  federal
individual income taxes while avoiding undue risk to principal.
 
1987--VALUE  LINE STRATEGIC ASSET MANAGEMENT TRUST* invests in stocks, bonds and
cash equivalents according to computer trend models developed by Value Line. The
objective  is  to  professionally  manage   the  optimal  allocation  of   these
investments at all times.
 
   
1992--VALUE  LINE INTERMEDIATE  BOND FUND  seeks high  current income consistent
with low volatility  of principal  by investing  in a  diversified portfolio  of
investment-grade  debt  securities  with  a  dollar-weighted  average  portfolio
maturity of between three and ten years.
    
 
1993--VALUE LINE SMALL-CAP  GROWTH FUND  invests primarily in  common stocks  or
securities  convertible  into common  stock,  with its  primary  objective being
long-term growth of capital.
 
1993--VALUE LINE  ASSET  ALLOCATION FUND  seeks  high total  investment  return,
consistent  with reasonable  risk. The Fund  invests in stocks,  bonds and money
market instruments  utilizing quantitative  modeling  to determine  the  correct
asset mix.
 
1995--VALUE  LINE  U.S.  MULTINATIONAL COMPANY  FUND'S  investment  objective is
maximum total return. It invests primarily in securities of U.S. companies  that
have significant sales from international operations.
 
- ------------------------------
*ONLY  AVAILABLE  THROUGH  THE PURCHASE  OF  GUARDIAN INVESTOR,  A  TAX DEFERRED
 VARIABLE ANNUITY, OR VALUEPLUS, A VARIABLE LIFE INSURANCE POLICY.
 
FOR MORE  COMPLETE INFORMATION  ABOUT ANY  OF THE  VALUE LINE  FUNDS,  INCLUDING
CHARGES  AND EXPENSES, SEND  FOR A PROSPECTUS FROM  VALUE LINE SECURITIES, INC.,
220 EAST 42ND STREET, NEW YORK,  NEW YORK 10017-5891 OR CALL 1-800-223-0818,  24
HOURS  A DAY, 7 DAYS A WEEK. READ  THE PROSPECTUS CAREFULLY BEFORE YOU INVEST OR
SEND MONEY.
 
                                       12
<PAGE>
INVESTMENT ADVISER
Value Line, Inc.
220 East 42nd Street
New York, NY 10017-5891
 
DISTRIBUTOR
Value Line Securities, Inc.
220 East 42nd Street
New York, NY 10017-5891
 
SHAREHOLDER SERVICING AGENT
State Street Bank and Trust Company
c/o NFDS
P.O. Box 419729
Kansas City, MO 64141-6729
 
CUSTODIAN & TRANSFER AGENT
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
 
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, NY 10036
 
LEGAL COUNSEL
Peter D. Lowenstein, Esq.
Two Greenwich Plaza, Suite 100
Greenwich, CT 06830
 
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                    PAGE
                                                    -----
<S>                                              <C>
Summary of Fund Expenses.......................           2
Financial Highlights...........................           3
Investment Objective and Policies..............           4
Risk Factors...................................           6
Investment Restrictions........................           6
Management of the Fund.........................           6
Calculation of Net Asset Value.................           7
How to Buy Shares..............................           7
Dividends, Distributions and Taxes.............           8
Performance Information........................           8
How to Redeem Shares...........................           9
Investor Services..............................          10
Additional Information.........................          11
The Value Line Family of Funds.................          12
</TABLE>
    
 
- -------------------------------------------
                                   PROSPECTUS
- ------------------
 
   
                                  MAY 1, 1996
    
 
                                 The Value Line
                                    Special
                                   Situations
                                   Fund, Inc.
 
                                 (800) 223-0818
 
                                     [LOGO]
<PAGE>
                  THE VALUE LINE SPECIAL SITUATIONS FUND, INC.
 
              220 East 42nd Street, New York, New York 10017-5891
                        1-800-223-0818 or 1-800-243-2729
 
- --------------------------------------------------------------------------------
 
   
                      STATEMENT OF ADDITIONAL INFORMATION
                                  MAY 1, 1996
    
- -------------------------------------------------------------------------------
 
   
    This  Statement of  Additional Information is  not a prospectus  and must be
read in conjunction  with the Prospectus  of The Value  Line Special  Situations
Fund,  Inc. (the  "Fund") dated  May 1, 1996,  a copy  of which  may be obtained
without charge by writing or telephoning the Fund.
    
 
                                 --------------
 
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                      ---------
<S>                                                                                   <C>
Investment Objective and Policies...................................................       B-1
Investment Restrictions.............................................................       B-2
Directors and Officers..............................................................       B-4
The Adviser.........................................................................       B-6
Brokerage Arrangements..............................................................       B-7
How to Buy Shares...................................................................       B-8
Suspension of Redemptions...........................................................       B-8
Taxes...............................................................................       B-9
Performance Data....................................................................       B-11
Additional Information..............................................................       B-10
Financial Statements................................................................       B-11
</TABLE>
    
 
                       INVESTMENT OBJECTIVE AND POLICIES
    (SEE ALSO "INVESTMENT OBJECTIVE AND POLICIES" IN THE FUND'S PROSPECTUS)
 
    The Fund will not concentrate its investments in any particular industry but
reserves the right  to invest up  to 25% of  its total assets  (taken at  market
value)  in  any one  industry.  The Fund  does not  invest  for the  purposes of
management or control  of companies whose  securities the Fund  owns. It is  the
policy  of the Fund to  purchase and hold securities  which are believed to have
potential for  long-term  capital  appreciation. The  Fund  generally  does  not
attempt to realize short-term trading profits.
 
                                      B-1
<PAGE>
    The  policies set forth  in the Fund's  Prospectus and in  this Statement of
Additional Information  and  the  policies set  forth  below  under  "Investment
Restrictions"  are, unless otherwise indicated, fundamental policies of the Fund
and may  not be  changed  without the  affirmative vote  of  a majority  of  the
outstanding  voting  securities  of  the  Fund. As  used  in  this  Statement of
Additional Information and  in the  Prospectus, a "majority  of the  outstanding
voting  securities of the Fund" means the lesser of (1) the holders of more than
50% of the outstanding  shares of capital stock  of the Fund or  (2) 67% of  the
shares present if more than 50% of the shares are present at a meeting in person
or by proxy.
 
MISCELLANEOUS INVESTMENT PRACTICES
 
    RESTRICTED  SECURITIES.  On occasion, the Fund may purchase securities which
would have to be registered under the Securities Act of 1933 if they were to  be
publicly distributed. However, it will not do so if the value of such securities
and  other  securities which  are not  readily marketable  (including repurchase
agreements maturing in  more than  seven days) would  exceed 10%  of the  market
value  of its total assets.  It is management's policy  to permit the occasional
acquisition of  such  restricted securities  only  if  (except in  the  case  of
short-term, non-convertible debt securities) there is an agreement by the issuer
to  register such securities, ordinarily at the issuer's expense, when requested
to do  so  by  the  Fund.  The acquisition  in  limited  amounts  of  restricted
securities  is  believed  to be  helpful  toward  the attainment  of  the Fund's
investment objective  of capital  appreciation  without unduly  restricting  its
liquidity  or  freedom  in the  management  of its  portfolio.  However, because
restricted securities may only  be sold privately or  in an offering  registered
under  the  Securities  Act of  1933,  or  pursuant to  an  exemption  from such
registration, substantial  time may  be required  to sell  such securities,  and
there is greater than usual risk of price decline prior to sale.
 
    In addition, the Fund may purchase certain restricted securities ("Rule 144A
securities")  for which there  is a secondary  market of qualified institutional
buyers, as contemplated by Rule 144A under the Securities Act of 1933. Rule 144A
provides an exemption from the  registration requirements of the Securities  Act
for  the  resale of  certain  restricted securities  to  qualified institutional
buyers.
 
    The Adviser, under the supervision of the Board of Directors, will  consider
whether securities purchased under Rule 144A are liquid or illiquid for purposes
of  the  Fund's limitation  on investment  in securities  which are  not readily
marketable or are illiquid. Among the factors to be considered are the frequency
of trades and  quotes, the number  of dealers and  potential purchasers,  dealer
undertakings to make a market and the nature of the security and the time needed
to dispose of it.
 
    To  the extent  that the  liquid Rule  144A securities  that the  Fund holds
become illiquid, due  to lack  of sufficient qualified  institutional buyers  or
market  or other  conditions, the  percentage of  the Fund's  assets invested in
illiquid assets would increase. The Adviser, under the supervision of the  Board
of  Directors, will monitor  the Fund's investments in  Rule 144A securities and
will consider appropriate  measures to  enable the Fund  to maintain  sufficient
liquidity for operating purposes and to meet redemption requests.
 
                            INVESTMENT RESTRICTIONS
 
    The Fund may not:
 
        (1)  Engage in arbitrage transactions,  short sales, purchases on margin
    or participate on a joint or joint and several basis in any trading  account
    in securities.
 
                                      B-2
<PAGE>
        (2) Purchase or sell any put or call options or any combination thereof,
    except  that the Fund  may write and  sell covered call  option contracts on
    securities owned by the  Fund. The Fund may  also purchase call options  for
    the  purpose  of terminating  its  outstanding obligations  with  respect to
    securities upon which covered call option contracts have been written (i.e.,
    "closing purchase transactions").
 
        (3) Borrow money in excess  of 10% of the value  of its assets and  then
    only  as a temporary measure to  meet unusually heavy redemption requests or
    for other  extraordinary  or  emergency purposes.  Securities  will  not  be
    purchased  while borrowings  are outstanding. No  assets of the  Fund may be
    pledged, mortgaged  or  otherwise  encumbered, transferred  or  assigned  to
    secure a debt.
 
        (4)  Engage in the underwriting of securities, except to the extent that
    the Fund may be deemed an underwriter as to restricted securities under  the
    Securities Act of 1933 in selling portfolio securities.
 
        (5)  Invest in  real estate,  mortgages or  illiquid securities  of real
    estate investment  trusts  although  the Fund  may  purchase  securities  or
    issuers which engage in real estate operations.
 
        (6) Invest in commodities or commodity contracts.
 
        (7)   Lend  money  except  in  connection  with  the  purchase  of  debt
    obligations  or  by  investment  in  repurchase  agreements,  provided  that
    repurchase  agreements maturing in more than  seven days when taken together
    with other illiquid investments do not exceed 10% of the Fund's assets.
 
        (8) Invest  more  than 5%  of  the value  of  its total  assets  in  the
    securities  of any one issuer  or purchase more than  10% of the outstanding
    voting securities, or any other class of securities, of any one issuer.  For
    purposes  of this restriction, all outstanding  debt securities of an issuer
    are considered  as  one class,  and  all preferred  stock  of an  issuer  is
    considered  as one  class. This  restriction does  not apply  to obligations
    issued  or   guaranteed   by   the  U.S.   government,   its   agencies   or
    instrumentalities.
 
        (9) Purchase securities of other investment companies.
 
        (10)  Invest 25% or more  of its assets in  securities of issuers in any
    one industry.
 
        (11) Invest more than  5% of its total  assets in securities of  issuers
    having  a record,  together with predecessors,  of less than  three years of
    continuous operation.  The  restriction does  not  apply to  any  obligation
    issued   or   guaranteed   by   the  U.S.   government,   its   agencies  or
    instrumentalities.
 
        (12) Purchase  or  retain  the  securities of  any  issuer  if,  to  the
    knowledge  of the Fund, those  officers and directors of  the Fund and Value
    Line, Inc. (the "Adviser"), who each owns more than 0.5% of the  outstanding
    securities of such issuer, together own more than 5% of such securities.
 
        (13)  Invest more than 2%  of the value of  its total assets in warrants
    (valued at the lower  of cost or market),  except that warrants attached  to
    other securities are not subject to these limitations.
 
                                      B-3
<PAGE>
        (14)  Issue senior securities except evidences of indebtedness permitted
    by restriction No. 3 above.
 
        (15) Purchase  securities for  the purpose  of exercising  control  over
    another company.
 
    In  addition, management of the  Fund has adopted a  policy that it will not
recommend that the  Fund purchase interests  in oil, gas  or other mineral  type
development  programs or leases, although the  Fund may invest in the securities
of companies which operate, invest in or sponsor such programs.
 
    If a percentage restriction is adhered to at the time of investment, a later
change in percentage  resulting from  changes in values  or assets  will not  be
considered   a  violation   of  the   restriction.  For   purposes  of  industry
classifications, the Fund follows the industry classifications in The Value Line
Investment Survey.
 
   
<TABLE>
<CAPTION>
                               DIRECTORS AND OFFICERS
 
<S>                           <C>                <C>
                              POSITION WITH      PRINCIPAL OCCUPATIONS DURING PAST 5
 NAME, ADDRESS AND AGE        FUND                              YEARS
- ----------------------------  -----------------  ------------------------------------
 
*Jean Bernhard Buttner        Chairman of the    Chairman, President and Chief Execu-
 Age 61                       Board of           tive  Officer  of  the  Adviser  and
                              Directors          Value Line Publishing, Inc. Chairman
                                                 of  the  Value  Line  Funds  and the
                                                 Distributor.
 John W. Chandler             Director           Consultant, Academic Search
 2801 New Mexico Ave., N.W.                      Consultation  Service,  Inc.   since
 Washington, DC 20007                            1992; Consultant, Korn/Ferry
 Age 72                                          International,   1990-1992.  Trustee
                                                 Emeritus and Chairman (1993-1994) of
                                                 Duke University; President Emeritus,
                                                 Williams College.
*Leo R. Futia                 Director           Retired Chairman and Chief Executive
 201 Park Avenue South                           Officer   of   The   Guardian   Life
 New York, NY 10003                              Insurance  Company  of  America  and
 Age 76                                          Director   since   1970.    Director
                                                 (Trustee)  of The Guardian Insurance
                                                 & Annuity  Company,  Inc.,  Guardian
                                                 Investor  Services  Corporation, and
                                                 the Guardian-sponsored mutual funds.
 Charles E. Reed              Director           Retired.   Formerly,   Senior   Vice
 3200 Park Avenue                                President  of General  Electric Co.;
 Bridgeport, CT 06604                            Director Emeritus of People's  Bank,
 Age 82                                          Bridgeport, CT.
 
 Paul Craig Roberts           Director           Distinguished Fellow, Cato
 505 South Fairfax Street                        Institute,   since  1993;  formerly,
 Alexandria, VA 22320                            William  E.   Simon   Professor   of
 Age 57                                          Political    Economy,   Center   for
                                                 Strategic and International Studies;
                                                 Director, A. Schulman Inc.
                                                 (plastics) since 1992.
</TABLE>
    
 
                                      B-4
<PAGE>
   
<TABLE>
<CAPTION>
                         DIRECTORS AND OFFICERS--(CONTINUED)
 
                              POSITION WITH      PRINCIPAL OCCUPATIONS DURING PAST 5
 NAME, ADDRESS AND AGE        FUND                              YEARS
- ----------------------------  -----------------  ------------------------------------
<S>                           <C>                <C>
 Peter Shraga                 President          Securities Analyst with the Adviser.
 Age 47
 
 Scott Bruce                  Vice President     Securities Analyst with the Adviser.
 Age 32
 
 David T. Henigson            Vice President,    Compliance Officer  and since  1992,
 Age 38                       Secretary and      Vice  President and  Director of the
                              Treasurer          Adviser. Director and Vice President
                                                 of the Distributor.
</TABLE>
    
 
- ------------------------
* "Interested" director as defined in the Investment Company Act of 1940 (the
"1940 Act").
Unless otherwise indicated, the address for each  of the above is 220 East  42nd
Street, New York, NY.
 
   
    Directors  and certain officers of the  Fund are also directors and officers
of other investment companies for which the Adviser acts as investment  adviser.
The  following table sets forth  information regarding compensation of Directors
by the Fund and by the Fund and the eleven other Value Line Funds of which  each
of the Directors is a director or trustee for the fiscal year ended December 31,
1995.  Directors who are officers or employees of the Adviser do not receive any
compensation from the Fund or any of the Value Line Funds.
    
 
   
                               COMPENSATION TABLE
                      FISCAL YEAR ENDED DECEMBER 31, 1995
    
 
   
<TABLE>
<CAPTION>
                                                                                                          TOTAL
                                                                   PENSION OR           ESTIMATED      COMPENSATION
                                                                   RETIREMENT            ANNUAL         FROM FUND
                                                AGGREGATE           BENEFITS            BENEFITS         AND FUND
                                              COMPENSATION       ACCRUED AS PART          UPON           COMPLEX
NAME OF PERSON                                  FROM FUND       OF FUND EXPENSES       RETIREMENT       (12 FUNDS)
- -------------------------------------------  ---------------  ---------------------  ---------------  --------------
<S>                                          <C>              <C>                    <C>              <C>
Jean B. Buttner                                 $     -0-                 N/A                 N/A       $      -0-
John W. Chandler                                    2,770                 N/A                 N/A           35,350
Leo R. Futia                                        2,770                 N/A                 N/A           35,350
Charles E. Reed                                     2,770                 N/A                 N/A           35,350
Paul Craig Roberts                                  2,770                 N/A                 N/A           35,350
</TABLE>
    
 
   
    As of December 31, 1995, no person  owned of record or, to the knowledge  of
the  Fund, owned beneficially, 5%  or more of the  outstanding stock of the Fund
other than the  Adviser which owned  393,220 shares or  6.5% of the  outstanding
shares  of the Fund.  In addition, the officers  and directors of  the Fund as a
group owned less than 1% of the outstanding shares of the Fund.
    
 
                                      B-5
<PAGE>
                                  THE ADVISER
          (SEE ALSO "MANAGEMENT OF THE FUND" IN THE FUND'S PROSPECTUS)
 
   
    The investment advisory  agreement between  the Fund and  the Adviser  dated
August  10, 1988 provides for an advisory fee  at an annual rate of 0.75% of the
Fund's average daily net assets during the year. During 1993, 1994 and 1995, the
Fund paid or  accrued to the  Adviser advisory fees  of $677,000, $646,000,  and
$721,000,  respectively. In the computation of  the advisory fee, the net amount
of any  tender fees  received by  Value  Line Securities,  Inc. from  acting  as
tendering  broker with respect to  any portfolio securities of  the Fund will be
subtracted from the advisory fee. In  addition, the Adviser shall reimburse  the
Fund  for  expenses  (exclusive  of  interest,  taxes,  brokerage  expenses  and
extraordinary expenses) which in  any year exceed the  limits prescribed by  any
State  in which shares of  the Fund are qualified  for sale. Presently, the most
restrictive limitation is  2.5% of the  first $30 million  of average daily  net
assets, 2% of the next $70 million and 1.5% of any excess over $100 million.
    
 
    The  investment advisory  agreement provides  that the  Adviser shall render
investment advisory and other  services to the Fund  including, at its  expense,
all  administrative services, office space and  the services of all officers and
employees of the  Fund. The  Fund pays  all other  expenses not  assumed by  the
Adviser  including taxes,  interest, brokerage  commissions, insurance premiums,
fees and expenses of  the custodian and shareholder  servicing agent, legal  and
accounting  fees,  fees  and  expenses in  connection  with  qualification under
federal and state  securities laws and  costs of shareholder  reports and  proxy
materials.  The Fund has agreed  that it will use the  words "Value Line" in its
name only so long as Value Line, Inc. serves as investment adviser to the Fund.
 
   
    The Adviser  acts as  investment adviser  to 15  other investment  companies
constituting  the Value Line  Family of Funds  and furnishes investment advisory
services to private and institutional accounts.
    
 
    Certain of the Adviser's clients may have investment objectives similiar  to
the  Fund and certain investments may be  appropriate for the Fund and for other
clients advised by the Adviser. From time to time, a particular security may  be
bought  or sold  for only one  client or  in different amounts  and at different
times for  more  than  one but  less  than  all such  clients.  In  addition,  a
particular security may be bought for one or more clients when one or more other
clients  are selling such security,  or purchases or sales  of the same security
may be made  for two  or more  clients at  the same  time. In  such event,  such
transactions,  to  the extent  practicable,  will be  averaged  as to  price and
allocated as to amount in proportion to the amount of each order. In some cases,
this procedure could have  a detrimental effect  on the price  or amount of  the
securities  purchased  or sold  by  the Fund.  In  other cases,  however,  it is
believed that the ability of the Fund to participate, to the extent permitted by
law, in volume transactions will produce better results for the Fund.
 
    The Fund does not  purchase or sell a  security based solely on  information
contained   in  the  Value  Line  Investment  Survey.  The  Adviser  and/or  its
affiliates, officers,  directors  and  employees  may  from  time  to  time  own
securities  which are also  held in the  portfolio of the  Fund. The Adviser has
imposed rules upon itself and such persons requiring monthly reports of security
transactions for their  respective accounts and  restricting trading in  various
types  of  securities in  order  to avoid  possible  conflicts of  interest. The
Adviser may  from time  to  time, directly  or  through affiliates,  enter  into
agreements to furnish for compensation special research or financial services to
companies,  including  services  in  connection  with  acquisitions,  mergers or
financings. In the event that such
 
                                      B-6
<PAGE>
agreements are  in effect  with respect  to issuers  of securities  held in  the
portfolio of the Fund, specific reference to such agreements will be made in the
"Schedule  of Investments" in shareholder reports of the Fund. As of the date of
this Statement of Additional Information, no such agreements exist.
 
                             BROKERAGE ARRANGEMENTS
          (SEE ALSO "MANAGEMENT OF THE FUND" IN THE FUND'S PROSPECTUS)
 
   
    Orders for the  purchase and sale  of portfolio securities  are placed  with
brokers  and dealers who,  in the judgment  of the Adviser,  are able to execute
them as expeditiously as  possible and at the  best obtainable price.  Purchases
and  sales of securities which are not listed or traded on a securities exchange
will ordinarily  be executed  with primary  market makers  acting as  principal,
except  when it is determined that better prices and executions may otherwise be
obtained. The Adviser is also authorized  to place purchase or sale orders  with
brokers  or dealers  who may charge  a commission  in excess of  that charged by
other brokers or dealers if the  amount of the commission charged is  reasonable
in  relation to the value of the  brokerage and research services provided. Such
allocation will be in such  amounts and in such  proportions as the Adviser  may
determine.  Orders may also be placed with brokers or dealers who sell shares of
the Fund or other funds  for which the Adviser  acts as investment adviser,  but
this  fact,  or  the volume  of  such sales,  is  not a  consideration  in their
selection. During 1993, 1994  and 1995, the Fund  paid brokerage commissions  of
$78,505,  $40,291 and  $32,469, respectively,  of which,  $46,266 (59%), $17,764
(44%), and $21,847 (67%), respectively, was paid to Value Line Securities, Inc.,
the Fund's distributor and  a subsidiary of the  Adviser. Value Line  Securities
clears transactions for the Fund through unaffiliated broker-dealers.
    
 
   
    The Board of Directors has adopted procedures incorporating the standards of
Rule  17e-1 under the 1940 Act which requires that the commissions paid to Value
Line Securities,  or any  other  "affiliated person"  be "reasonable  and  fair"
compared  to the commissions paid to other brokers in connection with comparable
transactions. The procedures  require that  the Adviser furnish  reports to  the
Directors  with respect to the payment  of commissions to affiliated brokers and
maintain records with respect thereto. During 1995, $27,619 (85%) of the  Fund's
brokerage  commissions went to  brokers or dealers solely  for their services in
obtaining best prices  and executions;  the balance,  or $4,850  (15%), went  to
brokers  or dealers  who provided  information or  services to  the Adviser and,
therefore, indirectly to the Fund and  to shareholders of the Value Line  funds.
The  information and services furnished to the Adviser include the furnishing of
research reports and statistical compilations and computations and the providing
of current  quotations  for  securities. These  services  and  information  were
furnished  to the Adviser at no cost to it; no such services or information were
furnished directly  to  the Fund,  but  certain  of these  services  might  have
relieved  the Fund of  expenses which it  would otherwise have  had to pay. Such
information  and  services  are  considered   by  the  Adviser,  and   brokerage
commissions  are allocated in accordance with its assessment of such information
and services, but only in a manner  consistent with the placing of purchase  and
sale  orders with brokers and/or dealers, which, in the judgment of the Adviser,
are able to execute  such orders as  expeditiously as possible  and at the  best
obtainable  price. The Fund is advised that  the receipt of such information and
services has not reduced in any determinable amount the overall expenses of  the
Adviser.
    
 
    PORTFOLIO  TURNOVER.  The  Fund's annual portfolio  turnover rate may exceed
100%. A rate  of portfolio turnover  of 100% would  occur if all  of the  Fund's
portfolio  were replaced in  a period of one  year. To the  extent that the Fund
engages  in  short-term  trading  in   attempting  to  achieve  its   objective,
 
                                      B-7
<PAGE>
it  may increase portfolio  turnover and incur  higher brokerage commissions and
other expenses than might otherwise be  the case. The Fund's portfolio  turnover
rate for recent fiscal years is shown under "Financial Highlights" in the Fund's
Prospectus.
 
   
                               HOW TO BUY SHARES
        (SEE ALSO "CALCULATION OF NET ASSET VALUE", "HOW TO BUY SHARES"
               AND "INVESTOR SERVICES" IN THE FUND'S PROSPECTUS)
    
 
    Minimum  orders  are  $1,000  for  an initial  purchase  and  $100  for each
subsequent purchase. The Fund reserves the right to reduce or waive the  minimum
purchase  requirements in  certain cases, such  as under The  Value Line Monthly
Investment Plan and pursuant to payroll deduction plans, etc., where  subsequent
and continuing purchases are contemplated.
 
    The  Fund  has  entered  into  a  distribution  agreement  with  Value  Line
Securities pursuant to which Value Line Securities acts as principal underwriter
and distributor of the Fund for the sale and distribution of its shares. For its
services under the  agreement, Value Line  Securities receives no  compensation.
Value Line Securities also serves as distributor to the other Value Line funds.
 
   
    AUTOMATIC  PURCHASES.  The  Fund offers a free  service to its shareholders,
Valu-Matic, through which monthly investments  of $25 or more are  automatically
made into the shareholder's account. The required form to enroll in this program
is available upon request from the Distributor.
    
 
   
    RETIREMENT  PLANS.  Shares  of the Fund  may be purchased  as the investment
medium for various tax-sheltered retirement plans. Upon request, the Distributor
will provide information  regarding eligibility  and permissible  contributions.
Because a retirement plan is designed to provide benefits in future years, it is
important  that the  investment objectives  of the  Fund be  consistent with the
participant's retirement  objectives. Premature  withdrawals from  a  retirement
plan  may result  in adverse  tax consequences.  For more  complete information,
contact the Distributor at 1-800-223-0818 during New York business hours.
    
 
                           SUSPENSION OF REDEMPTIONS
 
    The right of redemption may be  suspended, or the date of payment  postponed
beyond  the normal seven-day  period by the Fund  under the following conditions
authorized by the 1940  Act: (1) for  any period (a) during  which the New  York
Stock  Exchange is closed, other than  customary weekend and holiday closing, or
(b) during which trading on the New  York Stock Exchange is restricted; (2)  for
any period during which an emergency exists as a result of which (a) disposal by
the Fund of securities owned by it is not reasonably practical, or (b) it is not
reasonably practical for the Fund to determine the fair value of its net assets;
(3)  for such  other periods  as the Securities  and Exchange  Commission may by
order permit for the protection of the Fund's shareholders.
 
                                      B-8
<PAGE>
                                     TAXES
      (SEE "DIVIDENDS, DISTRIBUTIONS AND TAXES" IN THE FUND'S PROSPECTUS)
 
    The Fund intends to  continue to qualify as  a regulated investment  company
under  the  United  States  Internal  Revenue Code  (the  "Code").  The  Fund so
qualified during the Fund's last fiscal year. By so qualifying, the Fund is  not
subject  to federal  income tax  on its  net investment  income or  net realized
capital gains which are distributed  to shareholders (whether or not  reinvested
in additional Fund shares).
 
   
    Distributions  of  investment income  and of  the  excess of  net short-term
capital gain over  net long-term  capital loss  are taxable  to shareholders  as
ordinary   income  (whether  or  not  reinvested  in  additional  Fund  shares).
Distributions of the excess  of net long-term capital  gain over net  short-term
capital  loss  (net  capital gains)  are  taxable to  shareholders  as long-term
capital gain, regardless of the length of time the shares of the Fund have  been
held by such shareholders and regardless of whether the distribution is received
in  cash or in additional shares of the Fund. It is expected that dividends from
domestic corporations will constitute most of the Fund's gross income and that a
substantial portion  of the  dividends paid  by the  Fund will  qualify for  the
dividends-received  deduction for  corporate investors.  Upon request,  the Fund
will advise shareholders of the amount of dividends which so qualify.
    
 
    The Code requires each regulated  investment company to pay a  nondeductible
4%  excise  tax to  the  extent the  company  does not  distribute,  during each
calendar year, 98% of its ordinary income, determined on a calendar year  basis,
and 98% of its capital gains, determined, in general, on an October 31 year end,
plus  certain undistributed  amounts from  previous years.  The Fund anticipates
that it will  make sufficient timely  distributions to avoid  imposition of  the
excise tax.
 
    A  distribution by  the Fund will  result in  a reduction in  the Fund's net
asset value per  share. Such  a distribution is  taxable to  the shareholder  as
ordinary  income  or  capital gain  as  described  above, even  though,  from an
investment standpoint, it  may constitute  a return of  capital. In  particular,
investors  should be careful  to consider the tax  implications of buying shares
just prior  to  a distribution.  The  price of  shares  purchased at  that  time
includes the amount of the forthcoming distribution. Those purchasing just prior
to  a distribution will then  receive a return of  capital upon the distribution
which nevertheless is taxable  to them. All  distributions, whether received  in
cash or reinvested in shares, must be reported by each shareholder on his or her
federal  income tax return.  Under the Code,  dividends declared by  the Fund in
October, November and December of any calendar year, and payable to shareholders
of record  in such  a  month, shall  be  deemed to  have  been received  by  the
shareholders  on December 31 of such calendar  year if such dividend is actually
paid in January of the following calendar year.
 
    A shareholder may  realize a capital  gain or  capital loss on  the sale  or
redemption  of shares of the Fund. The  tax consequences of a sale or redemption
depend upon several factors, including the shareholder's tax basis in the shares
sold or redeemed and the length of time the shares have been held. Basis in  the
shares may be the actual cost of those shares (net asset value of Fund shares on
purchase  or reinvestment date), or under  special rules, an average cost. Under
certain circumstances, a loss on the sale  or redemption of shares held for  six
months or less may be treated as a long-term capital loss to the extent that the
Fund has distributed long-term capital gain dividends on
 
                                      B-9
<PAGE>
such  shares. Moreover,  a loss  on sale  or redemption  of Fund  shares will be
disallowed to the  extent the  shareholder purchases  other shares  of the  Fund
within 30 days before or after the date the shares are sold or redeemed.
 
    For  shareholders who fail to  furnish to the Fund  their social security or
taxpayer identification numbers and certain related information, or who fail  to
certify   that  they   are  not   subject  to   backup  withholding,  dividends,
distributions of capital gains and redemption proceeds paid by the Fund will  be
subject  to a 31% federal income tax withholding requirement. If the withholding
provisions are applicable, any dividends or capital gains distributions to these
shareholders, whether taken in cash or reinvested in additional shares, and  any
redemption proceeds will be reduced by the amounts required to be withheld.
 
    The  foregoing discussion relates  solely to U.S. federal  income tax law as
applicable  to  U.S.  persons  (i.e.,  U.S.  citizens  or  residents,   domestic
corporations  and  partnerships,  and certain  trusts  and estates)  and  is not
intended  to  be  a  complete  discussion  of  all  federal  tax   consequences.
Shareholders  are  advised to  consult with  their  tax advisers  concerning the
application of federal, state and local tax laws to an investment in the Fund.
 
                                PERFORMANCE DATA
 
    From time to time, the Fund may state its total return in advertisements and
investor communications. Total return may be  stated for any relevant period  as
specified  in the advertisement or communication. Any statements of total return
or other performance data on the Fund will be accompanied by information on  the
Fund's  average annual total return over  the most recent four calendar quarters
and the  period from  the Fund's  inception  of operations.  The Fund  may  also
advertise  aggregate annual total  return information over  different periods of
time.
 
    The Fund's  average annual  total return  is determined  by reference  to  a
hypothetical   $1,000   investment  that   includes  capital   appreciation  and
depreciation for the stated period, according to the following formula:
                                 T =#ERV/P - 1
                                       n
 
<TABLE>
<S>        <C>        <C>        <C>
Where:     P          =          a hypothetical initial purchase order of $1,000
           T          =          average annual total return
           n          =          number of years
           ERV        =          ending redeemable value of the hypothetical $1,000 purchase at the end of
                                 the period.
</TABLE>
 
                             ADDITIONAL INFORMATION
 
EXPERTS
 
    The financial statements of the  Fund and the financial highlights  included
in  the Fund's  Annual Report to  Shareholders and incorporated  by reference in
this Statement of Additional Information have been so incorporated by  reference
in  reliance on  the report  of Price  Waterhouse LLP,  independent accountants,
given on the authority of said firm as experts in accounting and auditing.
 
                                      B-10
<PAGE>
CUSTODIAN
 
    The Fund  employs  State  Street  Bank and  Trust  Company,  Boston,  MA  as
custodian  for the  Fund. The custodian's  responsibilities include safeguarding
and controlling  the  Fund's  cash  and securities,  handling  the  receipt  and
delivery  of  securities and  collecting interest  and  dividends on  the Fund's
investments. The custodian  does not  determine the investment  policies of  the
Fund or decide which securities the Fund will buy or sell.
 
                              FINANCIAL STATEMENTS
 
   
    The  Fund's  financial  statements for  the  year ended  December  31, 1995,
including the financial  highlights for  each of the  five fiscal  years in  the
period  ended  December  31,  1995,  appearing  in  the  1995  Annual  Report to
Shareholders and  the  report  thereon  of  Price  Waterhouse  LLP,  independent
accountants,  appearing therein, are incorporated by reference in this Statement
of Additional Information.
    
 
   
    The Fund's  1995  Annual  Report  to  Shareholders  is  enclosed  with  this
Statement of Additional Information.
    
 
                                      B-11
<PAGE>
                  THE VALUE LINE SPECIAL SITUATIONS FUND, INC.
 
                                     PART C
 
                               OTHER INFORMATION
 
ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS.
    a.  Financial Statements
        Included in Part A of this Registration Statement
   
          Financial Highlights for each of the 10 years in the period ended
        December 31, 1995
    
 
        Incorporated by reference in Part B of this Registration Statement:*
          Schedule of Investments at December 31, 1995
   
          Statement of Assets and Liabilities at December 31, 1995
    
   
          Statement of Operations for the year ended December 31, 1995
    
   
          Statement of Changes in Net Assets for the years ended December 31,
        1995 and 1994
    
          Notes to Financial Statements
   
          Financial Highlights for each of the five years in the period ended
        December 31, 1995
    
          Report of Independent Accountants
 
        Statements, schedules and historical information other than those listed
        above  have been omitted since they are either not applicable or are not
        required.
    -------------
   
    *  Incorporated by reference from the Annual Report to Shareholders for  the
       year ended December 31, 1995.
    
 
    b. Exhibits
 
       16.  Calculation of Performance Data--Exhibit 1
 
ITEM 25.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
 
         None
 
ITEM 26.  NUMBER OF HOLDERS OF SECURITIES.
 
   
    As   of  December  31,  1995,  there  were  13,494  record  holders  of  the
Registrant's Capital Stock ($1.00 par value).
    
 
ITEM 27.  INDEMNIFICATION.
 
    Incorporated by reference from Post-Effective  Amendment No. 77 (filed  with
the Commission March 3, 1988).
 
                                      C-1
<PAGE>
ITEM 28.  BUSINESS OR OTHER CONNECTIONS OF INVESTMENT ADVISER.
 
    Value  Line,  Inc.,  Registrant's  investment  adviser,  acts  as investment
adviser for a  number of  individual trusts, corporations  and institutions,  in
addition  to the  registered investment  companies in  the Value  Line Family of
Funds listed in Item 29.
 
   
<TABLE>
<CAPTION>
            NAME                  POSITION WITH THE ADVISER                       OTHER EMPLOYMENT
- ----------------------------  ----------------------------------  ------------------------------------------------
<S>                           <C>                                 <C>
Jean Bernhard Buttner         Chairman of the Board, President,   Chairman  of  the  Board  and  Chief   Executive
                              and Chief Executive Officer         Officer of Arnold Bernhard & Co., Inc.; Chairman
                                                                  of the Value Line Funds and the Distributor
Samuel Eisenstadt             Senior Vice President and Director  ------------------------------------------------
 
David T. Henigson             Vice President, Treasurer           Vice President and a Director of Arnold Bernhard
                              and Director                        & Co., Inc. and the Distributor
 
Howard A. Brecher             Secretary and Director              Secretary  and  Treasurer of  Arnold  Bernhard &
                                                                  Co., Inc.
 
Harold Bernard, Jr.           Director                            Administrative Law Judge
 
William S. Kanaga             Director                            Retired Chairman of the Advisory Board of  Ernst
                                                                  & Young
 
W. Scott Thomas               Director                            Partner,  Brobeck,  Phleger  &  Harrison, attor-
                                                                  neys.
</TABLE>
    
 
                                      C-2
<PAGE>
ITEM 29.  PRINCIPAL UNDERWRITERS.
 
   
    (a)Value Line  Securities,  Inc.,  acts as  principal  underwriter  for  the
       following  Value  Line funds,  including the  Registrant: The  Value Line
       Fund, Inc.; The  Value Line  Income Fund,  Inc.; The  Value Line  Special
       Situations  Fund, Inc.; Value Line  Leveraged Growth Investors, Inc.; The
       Value Line Cash Fund, Inc.;  Value Line U.S. Government Securities  Fund,
       Inc.;  Value Line Centurion  Fund, Inc.; The Value  Line Tax Exempt Fund,
       Inc.; Value Line  Convertible Fund,  Inc.; Value  Line Aggressive  Income
       Trust;  Value Line New York Tax  Exempt Trust; Value Line Strategic Asset
       Management Trust; Value  Line Intermediate  Bond Fund,  Inc.; Value  Line
       Small Cap Growth Fund, Inc.; Value Line Asset Allocation Fund; Value Line
       U.S. Multinational Company Fund, Inc.
    
 
    (b)
 
   
<TABLE>
<CAPTION>
                                    (2)
                               POSITION AND              (3)
           (1)                    OFFICES           POSITION AND
    NAME AND PRINCIPAL        WITH VALUE LINE       OFFICES WITH
     BUSINESS ADDRESS        SECURITIES, INC.        REGISTRANT
- --------------------------  -------------------  -------------------
<S>                         <C>                  <C>
Jean Bernhard Buttner       Chairman of the      Chairman of the
                            Board                Board
 
David T. Henigson           Vice President,      Vice President,
                            Secretary,           Secretary and
                            Treasurer and        Treasurer
                            Director
 
Stephen LaRosa              Asst. Vice           Asst. Treasurer
                            President
</TABLE>
    
 
    The  business address of each of the officers and directors is 220 East 42nd
    Street, New York, NY 10017-5891.
 
(c) Not applicable.
 
                                      C-3
<PAGE>
ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS.
 
    Value Line,  Inc., 220  East 42nd  Street, New  York, NY  10017 for  records
pursuant  to Rule 31a-1(b)(4),(5),(6),(7),(10),(11),  Rule 31a-(i). State Street
Bank and Trust Company,  c/o NFDS, P.O.  Box 419729, Kansas  City, MO 64141  for
records  pursuant to Rule 31a-1(b)(2)(iv). State  Street Bank and Trust Company,
225 Franklin Street, Boston, MA 02110 for all other records.
 
ITEM 31.  MANAGEMENT SERVICES.
 
    None.
 
ITEM 32.  UNDERTAKINGS.
 
    Registrant undertakes  to  furnish  each  person to  whom  a  prospectus  is
delivered  with a copy of the Registrant's latest annual report to shareholders,
upon request and without charge.
 
                                 -------------
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
   
We hereby  consent to  the  incorporation by  reference  in the  Prospectus  and
Statement  of Additional Information, constituting  parts of this Post-Effective
Amendment No. 85 to the registration  statement on Form N-1A (the  "Registration
Statement"),  of our report  dated February 16, 1996,  relating to the financial
statements and financial highlights  appearing in the  December 31, 1995  Annual
Report  to Shareholders of  The Value Line Special  Situations Fund, Inc., which
are also  incorporated by  reference into  the Registration  Statement. We  also
consent  to the references to us under the heading "Financial Highlights" in the
Prospectus and  under  the  headings  "Additional  Information"  and  "Financial
Statements" in the Statement of Additional Information.
    
 
PRICE WATERHOUSE LLP
 
1177 Avenue of the Americas
New York, New York
   
April 15, 1996
    
 
                                      C-4
<PAGE>
                                   SIGNATURES
 
   
    Pursuant  to  the  requirements  of  the  Securities  Act  of  1933  and the
Investment Company Act of  1940, the Registrant certifies  that it meets all  of
the  requirements for  effectiveness of  the Registration  Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this  Amendment
to  its Registration Statement  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 16th day of April, 1996.
    
 
                                      THE VALUE LINE SPECIAL SITUATIONS FUND,
                                      INC.
 
                                       By:           DAVID T. HENIGSON
                                          ......................................
 
                                            DAVID T. HENIGSON, VICE PRESIDENT
 
    Pursuant  to the requirements of the  Securities Act of 1933, this Amendment
has been signed  below by the  following persons  in the capacities  and on  the
dates indicated.
 
   
<TABLE>
<CAPTION>
                      SIGNATURES                                      TITLE                         DATE
- ------------------------------------------------------  ----------------------------------  ---------------------
 
<C>                                                     <S>                                 <C>
                   *JEAN B. BUTTNER                     Chairman and Director                  April 16, 1996
                  (JEAN B. BUTTNER)
 
                  *JOHN W. CHANDLER                     Director                               April 16, 1996
                  (JOHN W. CHANDLER)
 
                    *LEO R. FUTIA                       Director                               April 16, 1996
                    (LEO R. FUTIA)
 
                   *CHARLES E. REED                     Director                               April 16, 1996
                  (CHARLES E. REED)
 
                 *PAUL CRAIG ROBERTS                    Director                               April 16, 1996
                 (PAUL CRAIG ROBERTS)
 
                    *PETER SHRAGA                       President; Principal Executive         April 16, 1996
                    (PETER SHRAGA)                        Officer
 
                         DAVID T. HENIGSON              Treasurer; Principal Financial and     April 16, 1996
 .....................................................    Accounting Officer
                 (DAVID T. HENIGSON)
</TABLE>
    
 
* By         DAVID T. HENIGSON
    ..................................
 
           (DAVID T. HENIGSON,
            ATTORNEY-IN-FACT)
 
                                      C-5

<PAGE>

                                                                      EXHIBIT 16

                             THE VALUE LINE SPECIAL
                              SITUATIONS FUND, INC.
                SCHEDULE FOR COMPUTATION OF PERFORMANCE QUOTATION


<TABLE>
<CAPTION>
Year(s) Ended 12/31/95:         1 year         5 years        10 years
                               -----------   -----------    -----------
<S>                            <C>           <C>            <C>
Initial Investment:                 1,000         1,000          1,000
Balance at End of Period:           1,290         1,942          2,230
Change:                               290           942          1,230

Percentage Change:                  28.96%        94.17%        123.00%

Average Annual Total Return:        28.96%        14.19%          8.35%
</TABLE>

 

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                           75,614
<INVESTMENTS-AT-VALUE>                          98,463
<RECEIVABLES>                                       22
<ASSETS-OTHER>                                      87
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  98,572
<PAYABLE-FOR-SECURITIES>                             8
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          156
<TOTAL-LIABILITIES>                                164
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        71,977
<SHARES-COMMON-STOCK>                            6,060
<SHARES-COMMON-PRIOR>                            5,582
<ACCUMULATED-NII-CURRENT>                            1
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          3,581
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        22,849
<NET-ASSETS>                                    98,408
<DIVIDEND-INCOME>                                   25
<INTEREST-INCOME>                                1,310
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   1,026
<NET-INVESTMENT-INCOME>                            309
<REALIZED-GAINS-CURRENT>                        25,437
<APPREC-INCREASE-CURRENT>                      (1,797)
<NET-CHANGE-FROM-OPS>                           23,949
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                          308
<DISTRIBUTIONS-OF-GAINS>                        21,803
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          1,081
<NUMBER-OF-SHARES-REDEEMED>                      1,805
<SHARES-REINVESTED>                              1,202
<NET-CHANGE-IN-ASSETS>                           8,228
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         (53)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              721
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  1,026
<AVERAGE-NET-ASSETS>                            96,114
<PER-SHARE-NAV-BEGIN>                            16.15
<PER-SHARE-NII>                                    .06
<PER-SHARE-GAIN-APPREC>                           4.58
<PER-SHARE-DIVIDEND>                               .06
<PER-SHARE-DISTRIBUTIONS>                         4.49
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              16.24
<EXPENSE-RATIO>                                   1.06
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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