DEBT STRATEGIES FUND INC
N-30D, 2000-10-24
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                                             DEBT
                                             STRATEGIES
                                             FUND, INC.

                               [GRAPHIC OMITTED]

                                    STRATEGIC
                                             Performance

                                             Semi-Annual Report
                                             August 31, 2000
<PAGE>

                           DEBT STRATEGIES FUND, INC.

The Benefits and Risks of Leveraging

Debt Strategies Fund, Inc. has the ability to utilize leverage through
borrowings or issuance of short-term debt securities or shares of Preferred
Stock. The concept of leveraging is based on the premise that the cost of assets
to be obtained from leverage will be based on short-term interest rates, which
normally will be lower than the return earned by the Fund on its longer-term
portfolio investments. To the extent that the total assets of the Fund
(including the assets obtained from leverage) are invested in higher-yielding
portfolio investments, the Fund's Common Stock shareholders will be the
beneficiaries of the incremental yield.

Leverage creates risks for holders of Common Stock including the likelihood of
greater net asset value and market price volatility. In addition, there is the
risk that fluctuations in interest rates on borrowings (or in the dividend rates
on any Preferred Stock, if the Fund were to issue Preferred Stock) may reduce
the Common Stock's yield and negatively impact its market price. If the income
derived from securities purchased with assets received from leverage exceeds the
cost of leverage, the Fund's net income will be greater than if leverage had not
been used. Conversely, if the income from the securities purchased is not
sufficient to cover the cost of leverage, the Fund's net income will be less
than if leverage had not been used, and therefore the amount available for
distribution to Common Stock shareholders will be reduced. In this case, the
Fund may nevertheless decide to maintain its leveraged position in order to
avoid capital losses on securities purchased with leverage. However, the Fund
will not generally utilize leverage if it anticipates that its leveraged capital
structure would result in a lower rate of return for its Common Stock than would
be obtained if the Common Stock were unleveraged for any significant amount of
time.

<PAGE>

                                     Debt Strategies Fund, Inc., August 31, 2000

DEAR SHAREHOLDER

For the six-month period ended August 31, 2000, Debt Strategies Fund, Inc.'s
total investment return was -0.25%, based on a change in per share net asset
value from $7.21 to $6.74, and assuming reinvestment of $0.407 per share income
dividends. During the same six-month period, the net annualized yield of the
Fund's Common Stock was 11.95%. Since inception (May 30, 1997) through August
31, 2000, the total investment return on the Fund's Common Stock was -4.06%,
based on a change in per share net asset value from $10.00 to $6.74, and
assuming reinvestment of $2.824 per share income dividends. At the end of the
August period, the Fund was 29% leveraged as a percentage of total assets. (For
a complete explanation of the benefits and risks of leveraging, see page 1 of
this report to shareholders.)

Investment Approach

Debt Strategies Fund, Inc. consists largely of high-yield bonds and
participations in leveraged bank loans. The high-yield bond and bank loan
markets are comprised of similar industry sectors and often contain overlapping
issuers. As a result, general economic events and trends tend to move the two
markets in the same direction, although bonds typically experience greater
volatility than bank loans. This can be attributed to two factors. First, bank
loans are typically senior secured obligations, thus generally offering
investors greater principal protection than unsecured bonds. Second, bank loans
are typically floating rate instruments whose principal value generally does not
move inversely with interest rate movements, as is the case with fixed rate
bonds. In the last two years, both markets have been adversely affected by the
increased premium accorded to credit risk.

Market Review

Principal (or price) returns were negative in both the high-yield and leveraged
loan markets over the six months ended August 31, 2000. The high-yield market,
as measured by the Donaldson, Lufkin, Jenrette (DLJ) High Yield Bond Index,
experienced principal depreciation of 454 basis points (4.54%). The loan market
experienced almost half that decline, reporting a principal loss of 261 basis
points, as measured by the DLJ Leveraged Loan Index. Throughout the period,
"flight-to-quality" remained the performance theme in the high-yield market.
Issues that were higher rated (securities rated BB), larger ($300 million and
greater), and in sectors with stability or positive event risk (such as cable,
wireless telecommunications, gaming and energy) outperformed their riskier
counterparts. In contrast to the high-yield market, the bank loan market had
mixed results. Both the higher-rated issues (securities rated BB) and distressed
issues (securities rated CCC/CC and C) performed well, while the B-rated issues
underperformed. The loan market favored the same sectors as the high-yield
market.

For the last six months, the total return (principal return plus interest income
earned) of the high-yield bond market was barely in positive territory as it
posted a return of +0.27%, as measured by the unmanaged DLJ High Yield Bond
Index. The loan market fared better and provided a total return of +2.27%, as
measured by the unmanaged DLJ Leveraged Loan Index. Although a reduction in
Treasury yields helped boost the performance of high-yield bonds, widening
credit spreads more than offset the reduction in underlying interest rates.
During the period, the ten-year Treasury yield fell from 6.41% to 5.73%, or 68
basis points, while high-yield credit spreads widened 143 basis points. This
maintained a continuing market theme of the last few years whereby credit risk,
as measured by the spread at which issuers' securities trade over US Treasury
securities, has been a stronger force on the price of securities than the effect
of the underlying changes in interest rates. Bank term loan spreads widened as
well, although by only 63 basis points for B-rated issuers.

During the period, the energy, chemicals, gaming, broadcasting and wireless
telecommunications sectors performed well. These industries benefited from one
or more of the following characteristics: improving commodity prices, stable
cash flows and robust growth prospects. However, certain sectors such as wired
telecommunications, retail and metals/mining continued to experience
difficulties resulting in credit deterioration and principal losses (realized
and unrealized) for some of the Fund's holdings. The wired telecommunications
industry underperformed because of investor nervousness about the completion of
business plans of some of its operators. Retailers suffered from a lack of
pricing power and an escalation of competition from e-commerce. The
metals/mining industry continued to suffer through cyclical troughs in a number
of commodities.

Investment Activities

At August 31, 2000, 55% of the Fund's assets were allocated to bonds and 45% to
bank loans. As of August 31, 2000, most of the Fund's loans were accruing
interest at a yield spread above the London Interbank Offered Rate (LIBOR), the
rate that major international banks charge each other for US dollar-denominated
deposits outside of the United States. LIBOR tracks very closely with other
short-term interest rates, particularly the Federal Funds rate. Since the reset
period on the Fund's floating rate investments is between 30 days-90 days, the
yield on the bank loan portion of the Fund is likely to move in the same
direction within a short period of time after any Federal Funds rate change.

We continue to maintain significant diversification across the Fund's
investments. At August 31, 2000, the Fund was comprised of 169 borrowers across
44 industries. (See the "Portfolio Profile" on page 23 of this report to
shareholders, which provides listings of the Fund's ten largest holdings and
five largest industries as of August 31, 2000.)

Investment Strategy

Throughout the six months ended August 31, 2000, the Fund's investment
philosophy remained unchanged: to invest in leveraged transactions in which
borrowers have strong market shares, experienced management, consistent cash
flows and appropriate risk/reward characteristics. In addition, we look for
companies with significant underlying asset and franchise value, strong capital
structures and equity sponsors that support their investments. An example of a
credit purchased in the last six months that demonstrates these criteria is
Adelphia Communications Corporation. Adelphia Communications, through its
subsidiary Century Cable LLC, issued a $1 billion institutional term loan priced
at 3% over LIBOR. Adelphia Communications is one of the top five cable companies
with over 1.5 million paid subscribers. Century Cable, the operating company
borrower, is capitalized with $4.25 billion of equity from its parent, producing
a relatively conservative debt capitalization ratio of 33%. With average
industry transactions occurring at approximately $4,000 per subscriber, the
intrinsic equity value of our borrower is significant with its debt per
subscriber estimated at $1,350. The loan also has several covenants in the
credit agreement to protect the integrity of the credit. We believe assets such
as Adelphia Communications will lessen the volatility in the Fund and are likely
to consistently generate solid income.

Market Outlook

Compared with the pace of a year ago, the current environment's leveraged loan
and high-yield bond issuance has been limited. Investors have been very
selective, and transactions that are successfully issued are well structured and
attractively priced. This activity reflects the three large themes--liquidity
risk, default risk and monetary policy risk--that are affecting the market.

As for the liquidity risk of leveraged finance, retail mutual funds are playing
a significantly reduced role in absorbing the supply of leveraged loan and
high-yield new issuance, as a result of continued outflows in mutual funds of
these asset classes. Over $7 billion in assets have exited these retail mutual
funds thus far in 2000. However, some of the weakness in retail inflows was
offset by more than $17 billion of structured product issuance, which is
targeted at institutional investors. With new ramp-up institutional activity
being the marginal buyer in the markets, these vehicles take on much of the new
issuance, as well as purchase much of the good-quality credits in secondary
trading. Because of the small per-issue appetite of a typical structured product
and the diversification requirements that it has, the leveraged finance market
has some breadth, but little depth.


                                     2 & 3
<PAGE>

                                     Debt Strategies Fund, Inc., August 31, 2000

At the same time, and as we mentioned in our last report to shareholders, ever
since the Russian default crisis in the late summer of 1998, the volatility of
the leveraged loan and high-yield markets has continued to increase from
historical norms. A contributing influence on the elevated risk premium being
levied on the leveraged markets is that investors have tolerance for only a
limited number of credit rating downgrades and defaults. When a borrower reports
weaker-than-expected results, investors attempt to sell immediately to avoid any
potential impairment. If a borrower's ability to repay its debts (as perceived
by the marketplace) drops precipitously, or if there is no liquidity during its
slide downward, investors are forced to sell at low recovery rates. This
heightened sensitivity creates opportunities because decisions sometimes are
based not on credit fundamentals but on a more reactionary basis. Nevertheless,
these circumstances result in increased trading activity, and hence volatility,
as everyone often tries to reach the exit first when investors sense a potential
problem.

Related to this factor is the incidence of issuers in payment default. Defaults
increased in 1999 and some sectors continue to struggle despite the resilient
strength of the domestic economy. For example, the automotive parts, healthcare,
movie theater and textile sectors have a number of transactions outstanding in
our market that have materially underperformed since origination. The
transactions were well capitalized when originally structured, but cash flow
dropped or did not grow to a sufficient level to support the existing balance
sheets. Affected by these downgrades, investors scrutinize any news with a jaded
view, creating trading activity before news has been digested and exacerbating
volatility.

As of August 31, 2000, the trailing 12-month high-yield market default rate was
4.8% (dollar-weighted), as measured by Moody's Investor Services, Inc. In recent
months, these figures have shown some encouraging signs as the default rate has
sequentially decreased from 7.0% to 6.7% for the May-June 2000 period, from 6.7%
to 5.7% for the June-July 2000 period, and then again from 5.7% to 4.8% for the
July-August 2000 period. If this trend were to continue, much of the default
risk fears that hang over the leveraged finance market could ease.

At the same time, monetary policy risk seems lower. The economic outlook is
turning increasingly favorable as the Federal Reserve Board seems to have
engineered a somewhat less torrid pace for the economy, while "new
economy"-driven productivity gains have helped keep inflation at acceptable
levels. Investors seem to accept that the economy could grow at a sustainable
rate of 4% or more without price pressures. Therefore, most market observers
conclude that the string of Federal Reserve Board tightenings has neared its
conclusion. With the economy likely having avoided a hard landing and little
inflation appearing because of the Federal Reserve Board's actions to date, the
prospects for leveraged credits should be good.

Two factors on the horizon that could alter these views include the price of oil
and the US presidential election. Oil prices currently reflect low inventories
and some holdback on the part of producers from increasing production to the
higher levels that the market may have desired. Investor fears are that any
further increase in prices could work their way into core inflation. Separately,
the election, and its resulting impact on taxes and spending issues, leaves many
investors with some uncertainty regarding future fiscal policy.

In Conclusion

The high-yield bond and loan markets continue to experience above-average
volatility as investors remain wary of higher defaults, mutual fund redemptions,
the general level of interest rates and a lack of liquidity in the dealer
community. We are confident in the Federal Reserve Board's ability to avoid an
economic "hard landing," which is a positive for the entire leveraged finance
asset class. Furthermore, we believe there will be a moderation in the market
default rate as aggressive transactions underwritten in the past few years and
sectors such as healthcare negatively affected by specific factors are
restructured and exit the system. If general fundamentals improve, and with
market yields at near all-time highs, we would expect the leveraged finance
markets to strengthen over the next 12 months. Notwithstanding the expectation
of better market conditions ahead, we continue to be conservative in our
purchasing decisions, focusing on large issuers that are well capitalized in
selective industries.

We thank you for your investment in Debt Strategies Fund, Inc.

Sincerely,


/s/ Terry K. Glenn

Terry K. Glenn
President and Director


/s/ Richard C. Kilbride

Richard C. Kilbride
Vice President and
Co-Portfolio Manager


/s/ Gilles Marchand

Gilles Marchand
Vice President and
Co-Portfolio Manager

October 2, 2000

================================================================================
In early December 2000, pending shareholder approval, Debt Strategies Fund, Inc.
and Debt Strategies Fund III, Inc. will be acquired by Debt Strategies Fund II,
Inc. in exchange for newly issued shares of Debt Strategies Fund II, Inc. Upon
completion of the reorganization, the Fund will be known as Debt Strategies
Fund, Inc. The three Funds have a similar investment objective: to seek current
income by investing primarily in a diversified portfolio of US companies' debt
instruments, including corporate loans, which are rated in the lower rating
categories of one of the major rating services.
================================================================================


                                     4 & 5
<PAGE>

                                     Debt Strategies Fund, Inc., August 31, 2000

SCHEDULE OF INVESTMENTS                                          (in US dollars)

<TABLE>
<CAPTION>
                          S&P    Moody's       Face
INDUSTRIES              Ratings  Ratings      Amount                    Corporate Debt Obligations                        Value
===================================================================================================================================
<C>                      <C>      <C>   <C>             <S>                                                            <C>
Advertising--1.9%        B        B2    US$ 1,000,000   Adams Outdoor Advertising Inc., 10.75% due 3/15/2006           $  1,030,000
                         BBB      Baa1      3,000,000   Outdoor Systems Inc., 8.875% due 6/15/2007                        3,067,500
                                                                                                                       ------------
                                                                                                                          4,097,500
===================================================================================================================================
Air Transport--0.4%      NR*      NR*         784,821   Gemini Air Cargo, Term A, due 8/12/2005**                           783,596
===================================================================================================================================
Amusement &                                             AMC Entertainment Inc.:
Recreational             CCC+     Caa3      2,450,000    9.50% due 3/15/2009 (b)                                            869,750
Services--4.1%           CCC+     Caa3        400,000    9.50% due 2/01/2011                                                142,000
                         D        C           475,000  +Carmike Cinemas Inc., 9.375% due 2/01/2009                          104,500
                         NR*      NR*       5,000,000   Metro-Goldwyn-Mayer Co., Term A, due 12/31/2005**                 4,897,915
                         B        B2        3,350,000   Riddell Sports, Inc., 10.50% due 7/15/2007                        2,713,500
                                                                                                                       ------------
                                                                                                                          8,727,665
===================================================================================================================================
Apparel--2.3%                                           Arena Brands, Inc.**:
                         NR*      NR*       1,105,387    Term A, due 6/01/2002                                            1,050,118
                         NR*      NR*       3,004,496    Term B, due 6/01/2002                                            2,854,271
                         B-       B3        1,175,000   GFSI Inc., 9.625% due 3/01/2007                                     869,500
                                                                                                                       ------------
                                                                                                                          4,773,889
===================================================================================================================================
Automotive               NR*      NR*         580,259  +Breed Technologies, Inc., Revolving Credit, due 4/27/2004**         213,729
Equipment--2.2%          NR*      Ca        3,500,000  +Cambridge Industries Inc., 10.25% due 7/15/2007                   1,023,750
                         B        B2          500,000   Hayes Lemmerz International Inc., 8.25% due 12/15/2008              436,250
                         NR*      Caa2      1,850,000  +Key Plastics, Inc., 10.25% due 3/15/2007                            185,000
                         CCC+     Caa2        950,000   Special Devices Inc., 11.375% due 12/15/2008                        365,750
                         B+       B2          750,000   Tenneco Automotive Inc., 11.625% due 10/15/2009                     645,000
                                                        Venture Holdings Trust:
                         B        B2        1,800,000    9.50% due 7/01/2005                                              1,440,000
                         B-       B3          400,000    12% due 6/01/2009                                                  268,000
                                                                                                                       ------------
                                                                                                                          4,577,479
===================================================================================================================================
Broadcast--Radio &       B        B2        1,865,000   Ackerley Group Inc., 9% due 1/15/2009                             1,762,425
Television--10.7%        B-       B3        1,000,000   Acme Television/Finance, 10.875% due 9/30/2004 (d)                  950,000
                         B-       B3          500,000   Albritton Communications, 9.75% due 11/30/2007                      482,500
                         NR*      NR*       1,500,000   Bahakel Communications, Term B, due 6/30/2008**                   1,500,000
                         B        B1        1,500,000   Benedek Broadcasting Corporation, Term B, due 11/20/2007**        1,495,312
                         BB+      B1        4,000,000   Capstar Broadcasting, 9.25% due 7/01/2007                         4,150,000
                         NR*      NR*       4,950,000   Corus Entertainment Inc., Tranche II, due 8/31/2007**             4,987,125
                         NR*      NR*       1,800,000   Gocom Communications, Term B, due 12/31/2007**                    1,800,000
                         NR*      Caa1      3,175,000   Radio Unica Corp., 14.384% due 8/01/2006 (d)                      2,190,750
                         CCC+     NR*       1,450,000   Sirius Satellite, 14.50% due 5/15/2009                            1,279,625
                         B-       B3        2,000,000   Spanish Broadcasting System, 9.625% due 11/01/2009                1,990,000
                                                                                                                       ------------
                                                                                                                         22,587,737
===================================================================================================================================
Building &               B-       B2          850,000   Webb (Del E.) Corp., 10.25% due 2/15/2010                           811,750
Construction--0.4%
===================================================================================================================================
Building                 NR*      NR*       4,900,000   Dal-Tile International Inc., Term B, due 12/31/2003**            4,736,668
Materials--2.2%
===================================================================================================================================
Cable Television                                        CSC Holdings Inc.:
Services--13.8%          BB+      Ba1         500,000    7.25% due 7/15/2008                                                470,804
                         BB+      Ba1         650,000    7.625% due 7/15/2018                                               592,894
                         NR*      NR*       4,000,000   Century Cable LLC, Term, due 6/30/2009**                          4,007,000
                                                        Charter Communications Holdings:
                         B+       B2        1,400,000    8.625% due 4/01/2009                                             1,277,500
                         B+       B2        5,000,000    10% due 4/01/2009                                                5,000,000
                                                        Classic Cable Inc.:
                         B-       B3          475,000    9.375% due 8/01/2009                                               372,875
                         B-       B3        1,250,000    10.50% due 3/01/2010                                             1,043,750
                         BB       NR*       1,736,842    Term C, due 1/31/2008**                                          1,733,586
                         B        B3        1,000,000   Coaxial Communications/Phoenix, 10% due 8/15/2006                   985,000
                         CCC+     Caa1      1,000,000   Coaxial LLC, 11.864% due 8/15/2008 (d)                              675,000
                                                        Echostar DBS Corporation:
                         B        B2          400,000    9.25% due 2/01/2006                                                396,000
                         B        B2        1,925,000    9.375% due 2/01/2009                                             1,908,156
                         B+       B2        1,000,000   Globo Communicacoes e Participacoes, Ltd., 10.625% due
                                                        12/05/2008 (b)                                                      886,250
                         B+       B1        1,000,000   Insight Midwest, 9.75% due 10/01/2009                             1,005,000
                         NR*      NR*       2,000,000   Mallard Cablevision LLC, Term B, due 9/30/2008**                  1,995,000
                         CCC+     B3          500,000   Park 'N View Inc., 13% due 5/15/2008                                202,500
                         CCC+     B3          250,000   Pegasus Communications, 9.75% due 12/01/2006                        248,750
                         B+       B1        1,500,000   Pegasus Media & Communications, Term, due 4/30/2005**             1,504,999
                         B-       B3          500,000   RCN Corporation, 10.125% due 1/15/2010                              400,000
                         D        Caa3      1,000,000  +Supercanal Holdings SA, 11.50% due 5/15/2005 (b)                    400,000
                         B+       B1        1,600,000   TeleWest Communications PLC, 9.875% due 2/01/2010 (b)             1,524,000
                         B        B2        3,000,000   United Pan-Europe Communications NV, 11.25% due 2/01/2010         2,621,250
                                                                                                                       ------------
                                                                                                                         29,250,314
===================================================================================================================================
Chemicals--7.8%          BBB-     Baa3      2,000,000   Equistar Chemicals LP, 8.75% due 2/15/2009                        1,955,840
                                                        Huntsman Corp.:
                         NR*      B2        6,000,000    10.263% due 7/01/2007 (b)(g)                                     5,250,000
                         BB-      Ba2       1,000,000    Term C, due 12/31/2005**                                           993,750
                         NR*      Ba3       4,937,500   Lyondell Petrochemical Co., Term E, due 5/17/2006**               5,117,393
                         B        B2        4,850,000   Pioneer Americas Acquisition Corp., Term, due 12/05/2006**        3,176,750
                                                                                                                       ------------
                                                                                                                         16,493,733
===================================================================================================================================
Consumer                 BB-      Ba3         700,724   Burhmann NV, Term B, due 10/26/2007**                               702,977
Products--0.5%           B        B3          675,000   Home Products International Inc., 9.625% due 5/15/2008              425,250
                                                                                                                       ------------
                                                                                                                          1,128,227
===================================================================================================================================
</TABLE>


                                     6 & 7
<PAGE>

                                     Debt Strategies Fund, Inc., August 31, 2000

SCHEDULE OF INVESTMENTS (continued)                              (in US dollars)

<TABLE>
<CAPTION>
                          S&P    Moody's       Face
INDUSTRIES              Ratings  Ratings      Amount                    Corporate Debt Obligations                        Value
===================================================================================================================================
<C>                      <C>      <C>   <C>             <S>                                                            <C>
Drilling--4.0%           BB-      Ba3   US$ 3,000,000   Cliffs Drilling, 10.25% due 5/15/2003                          $  3,105,000
                         BB-      B1        3,000,000   Falcon Drilling Co. Inc., 9.75% due 1/15/2001                     3,000,000
                         B+       B1        1,450,000   Parker Drilling Co., 9.75% due 11/15/2006                         1,453,625
                         BB-      Ba3         250,000   R&B Falcon Corp., 11.375% due 3/15/2009                             285,000
                         BB-      Ba3         575,000   RBF Finance Company, 11% due 3/15/2006                              661,250
                                                                                                                       ------------
                                                                                                                          8,504,875
===================================================================================================================================
Drug Stores--2.1%        B+       B1        2,437,500   Duane Reade Co., Term B, due 2/15/2005**                          2,434,453
                                                        SDM Corporation**:
                         BB       Ba3       1,000,000    Term C, due 2/04/2008                                            1,003,036
                         BB       Ba3       1,000,000    Term E, due 2/04/2009                                            1,003,036
                                                                                                                       ------------
                                                                                                                          4,440,525
===================================================================================================================================
Electronics/Electrical   B        B2        1,881,000   Advanced Glassfiber Yarn, 9.875% due 1/15/2009                    1,671,739
Components--3.0%         BB-      Ba3       2,000,000   Amkor Technologies Inc., 9.25% due 5/01/2006                      1,995,000
                         B+       NR*       1,992,157   Dynatech LLC, Term B, due 9/30/2007**                             1,992,406
                         B+       B3        1,000,000   High Voltage Engineering, 10.75% due 8/15/2004                      690,000
                                                                                                                       ------------
                                                                                                                          6,349,145
===================================================================================================================================
Energy--5.7%             B        B1        2,000,000   Belco Oil & Gas Corp., 8.875% due 9/15/2007                       1,890,000
                         CCC-     Caa3      3,000,000   Belden & Blake Corp., 9.875% due 6/15/2007                        2,505,000
                         CCC+     Caa1        625,000   Continental Resources, 10.25% due 8/01/2008                         560,937
                         B        B2        2,000,000   Cross Timbers Oil Company, 8.75% due 11/01/2009                   1,960,000
                         B        B2        2,000,000   Forest Oil Corporation, 10.50% due 1/15/2006                      2,087,500
                         BB       Ba2       2,000,000   Gulf Canada Resources Ltd., 9.25% due 1/15/2004                   2,027,500
                         B+       B1        1,000,000   Nuevo Energy Company, 9.50% due 6/01/2008                         1,005,000
                                                                                                                       ------------
                                                                                                                         12,035,937
===================================================================================================================================
Environmental--0.7%      B+       B3        1,800,000   IT Group Inc., 11.25% due 4/01/2009                               1,584,000
===================================================================================================================================
Financial                NR*      NR*       2,522,523   Blackstone Capital, Term, due 11/30/2000**                        2,503,604
Services--6.1%           NR*      NR*         500,000   Investcorp SA, Term, due 10/21/2008**                               499,020
                         B-       B3        3,000,000   Lodgian Financing Corporation, 12.25% due 7/15/2009               2,445,000
                         NR*      NR*       1,000,000   Pennant CBO Limited, 13.43% due 3/14/2011 (b)                       987,500
                                                        SKM-Libertyview CBO Limited (b)(f):
                         NR*      Baa2      1,500,000    IA-C1, 8.71% due 4/10/2011                                       1,371,435
                         NR*      Ba3       1,000,000    IA-D, 11.91% due 4/10/2011                                         916,250
                         NR*      Ba3       1,800,000   Sovereign Bankcorp, Inc., Term, due 11/17/2003**                  1,806,750
                         NR*      NR*       2,477,478   Wasserstein, Term, due 11/30/2000**                               2,458,896
                                                                                                                       ------------
                                                                                                                         12,988,455
===================================================================================================================================
Food & Kindred           CCC+     Ca        4,000,000   Envirodyne Industries, 10.25% due 12/01/2001                      2,600,000
Products--2.1%           B        B2        2,000,000   SC International Services, Inc., 9.25% due 9/01/2007              1,920,000
                                                                                                                       ------------
                                                                                                                          4,520,000
===================================================================================================================================
Forest                   B        B2        3,000,000   Ainsworth Lumber Company, 12.50% due 7/15/2007 (c)                2,857,500
Products--2.2%           B+       B2          350,000   Millar Western Forest, 9.875% due 5/15/2008                         346,500
                         BB+      Ba2       1,500,000   Tembec Finance Corporation, 9.875% due 9/30/2005                  1,552,500
                                                                                                                       ------------
                                                                                                                          4,756,500
===================================================================================================================================
Furniture &              B-       B3        1,800,000   Formica Corporation, 10.875% due 3/01/2009                        1,080,000
Fixtures--0.5%
===================================================================================================================================
Gaming--5.4%             B-       B3          750,000   Coast Hotels & Casino, 9.50% due 4/01/2009                          735,000
                         B        B2          700,000   Hollywood Park Inc., 9.25% due 2/15/2007                            715,750
                         B+       B2          625,000   Horseshoe Gaming LLC, 8.625% due 5/15/2009                          607,812
                                                        Isle of Capri Casinos, Inc.:
                         B        B2        1,340,000    8.75% due 4/15/2009                                              1,256,250
                         BB-      Ba2       1,596,000    Term B, due 3/01/2006**                                          1,605,102
                         BB-      Ba2       1,396,500    Term C, due 3/01/2007**                                          1,404,464
                         B        B2        3,500,000   Majestic Star LLC, 10.875% due 7/01/2006                          3,080,000
                         B        B2        2,150,000   Peninsula Gaming LLC, 12.25% due 7/01/2006                        2,112,375
                                                                                                                       ------------
                                                                                                                         11,516,753
===================================================================================================================================
Healthcare               BB-      B           400,200   Caremark RX, Inc., Term B, due 6/08/2001**                          380,938
Providers--0.2%
===================================================================================================================================
Hotels--0.6%             B-       B2          500,000   Extended Stay America, 9.15% due 3/15/2008                          460,000
                         BB       Ba2         800,000   HMH Properties, Inc., 8.45% due 12/01/2008                          775,000
                                                                                                                       ------------
                                                                                                                          1,235,000
===================================================================================================================================
Industrial               B+       B2          850,000   Building One Services, 10.50% due 5/01/2009 (b)                     743,750
Services--0.4%
===================================================================================================================================
Insurance--0.6%          B+       Ba3       1,425,000   Willis Corroon Corporation, 9% due 2/01/2009                      1,296,750
===================================================================================================================================
Leasing & Rental         B        B3          500,000   National Equipment Services, 10% due 11/30/2004                     400,000
Services--2.8%           B        B3          250,000   Neff Corp., 10.25% due 6/01/2008                                    137,500
                         B+       B1        4,743,919   Panavision Inc., Term B, due 3/31/2005**                          4,360,454
                         BB+      Ba2       1,000,000   United Rentals Inc., Term C, due 8/12/2006**                        987,396
                                                                                                                       ------------
                                                                                                                          5,885,350
===================================================================================================================================
Manufacturing--1.1%      B+       NR*       1,000,000   Citation Corporation, Term B, due 12/01/2007**                      986,250
                         B-       B2        1,115,000   Fairfield Manufacturing Company Inc., 9.625% due 10/15/2008         947,750
                         B-       B3          725,000   Russell-Stanley Holding Inc., 10.875% due 2/15/2009                 341,656
                                                                                                                       ------------
                                                                                                                          2,275,656
===================================================================================================================================
Medical                  NR*      NR*       2,500,000   Wilson Great Batch, 13% due 7/01/2007 (b)                         2,162,500
Equipment--1.0%
===================================================================================================================================
</TABLE>


                                     8 & 9
<PAGE>

                                     Debt Strategies Fund, Inc., August 31, 2000

SCHEDULE OF INVESTMENTS (continued)                              (in US dollars)

<TABLE>
<CAPTION>
                          S&P    Moody's       Face
INDUSTRIES              Ratings  Ratings      Amount                    Corporate Debt Obligations                        Value
===================================================================================================================================
<C>                      <C>      <C>   <C>             <S>                                                            <C>
Metals &                 NR*      B3    US$ 5,000,000   Acme Metals, Inc., Term, due 12/01/2005**                      $  4,155,000
Mining--4.7%             CCC      Caa2      1,591,877   Anker Coal Group Inc., 14.25% due 9/01/2007                         684,507
                         B        B1          550,000   Bayou Steel Corp., 9.50% due 5/15/2008                              456,500
                         CCC      Ca        5,000,000   GS Technologies Operating Co., 12% due 9/01/2004                    600,000
                                                        Ispat Inland LP**:
                         BB       Ba3       1,274,000    Term B, due 7/15/2005                                            1,240,115
                         BB       Ba3       1,274,000    Term C, due 7/15/2006                                            1,240,115
                         CCC      Caa2      1,000,000   Metal Management Inc., 10% due 5/15/2008                            100,000
                         B+       B2          550,000   Pen Holdings Inc., 9.875% due 6/15/2008                             423,500
                         B+       B1        1,000,000   Russel Metals Inc., 10% due 6/01/2009                               965,000
                                                                                                                       ------------
                                                                                                                          9,864,737
===================================================================================================================================
Online                   B-       B3          675,000   PSINet Inc., 11% due 8/01/2009                                      583,031
Services--0.3%
===================================================================================================================================
Packaging--0.0%          B-       Caa1        400,000   Consumers Packaging Inc., 9.75% due 2/01/2007                       100,000
===================================================================================================================================
Paging--0.2%             CCC+     B3          525,000   Metrocall Inc., 11% due 9/15/2008 (b)                               378,000
===================================================================================================================================
Paper--5.3%              NR*      B2        4,500,000   Repap New Brunswick, Inc., Term B, due 6/01/2004**                4,421,250
                                                        Stone Container Corp.**:
                         B+       Ba3       2,586,435    Term F, due 12/31/2005                                           2,593,506
                         B+       Ba3       1,967,778    Term G, due 12/31/2006                                           1,968,833
                         B+       Ba3       2,148,000    Term H, due 12/31/2007                                           2,149,151
                                                                                                                       ------------
                                                                                                                         11,132,740
===================================================================================================================================
Petroleum                NR*      Ba3       3,444,790   Clark Refining & Marketing Inc., Term, due 11/15/2004**           2,847,694
Refineries--1.9%         B-       B3        2,000,000   United Refining Co., 10.75% due 6/15/2007                         1,200,000
                                                                                                                       ------------
                                                                                                                          4,047,694
===================================================================================================================================
Printing &               B-       B3          575,000   Regional Independent Media, 10.50% due 7/01/2008                    598,000
Publishing--1.2%         B-       B3        1,500,000   T/SF Communications Corp., 10.375% due 11/01/2007                 1,396,875
                         BBB-     Baa3        500,000   World Color Press Inc., 8.375% due 11/15/2008                       486,237
                                                                                                                       ------------
                                                                                                                          2,481,112
===================================================================================================================================
Property                 NR*      Ba3       1,000,000   NRT Incorporated, Term, due 7/31/2004**                             993,750
Management--1.4%         B        Caa1        350,000   Prison Realty Trust Inc., 12% due 6/01/2006                         292,250
                         NR*      NR*       2,000,000   Rockefeller Center Property Trust, 11.404% due
                                                        12/31/2000 (Convertible) (d)                                      1,710,000
                                                                                                                       ------------
                                                                                                                          2,996,000
===================================================================================================================================
Shipping--0.7%           CCC      Caa3      4,000,000   Equimar Shipholdings Ltd., 9.875% due 7/01/2007 (b)               1,440,000
===================================================================================================================================
Textile Mill             B        Ca        1,400,000   Galey & Lord, Inc., 9.125% due 3/01/2008                            728,000
Products--2.2%           D        Ca          575,000   Globe Manufacturing Corp., 10% due 8/01/2008                         57,500
                                                        Joan Fabrics Corp.**:
                         NR*      NR*       2,606,830    Term B, due 6/30/2005                                            2,570,987
                         NR*      NR*       1,350,497    Term C, due 6/30/2006                                            1,331,928
                                                                                                                       ------------
                                                                                                                          4,688,415
===================================================================================================================================
Tower Construction &     BB-      B1        2,000,000   American Towers, Inc., Term B, due 12/30/2007**                   2,011,136
Leasing--1.3%                                           Crown Castle International Corporation:
                         B        B3          300,000    9% due 5/15/2011                                                   286,500
                         BB-      Ba3         560,000    Term B, due 3/31/2008**                                            561,594
                                                                                                                       ------------
                                                                                                                          2,859,230
===================================================================================================================================
Transportation           D        Ca        3,000,000  +AmeriTruck Distribution Corp., 12.25% due 11/15/2005                 30,000
Services--3.8%           BB-      NR*       2,250,000   Autopistas del Sol SA, 10.25% due 8/01/2009 (b)                   1,710,000
                         NR*      NR*(pound)3,200,000   Eurotunnel, Term 2, due 7/15/2025**                               3,259,200
                         B        NR*   US$ 3,000,000   MRS Logistica SA, 10.625% due 8/15/2005 (b)                       2,647,500
                         NR*      NR*         695,814   TRISM, Inc., 12% due 2/15/2005                                      500,986
                                                                                                                       ------------
                                                                                                                          8,147,686
===================================================================================================================================
Utilities--1.4%          B+       Ba3       2,500,000   AES Corporation, 8.50% due 11/01/2007                             2,368,750
                         BB+      Ba2         584,221   TNP Enterprises, Inc., Term, due 6/30/2006**                        586,777
                                                                                                                       ------------
                                                                                                                          2,955,527
===================================================================================================================================
Waste                    BB-      B3        1,000,000   Norcal Waste Systems, 13.50% due 11/15/2005                       1,051,250
Management--0.7%         D        Ca          750,000  +Safety-Kleen Corporation, 9.25% due 5/15/2009                        15,000
                         B        B3          350,000   Stericycle Inc., 12.375% due 11/15/2009                             364,000
                                                                                                                       ------------
                                                                                                                          1,430,250
===================================================================================================================================
Wired                    B1       B3        1,925,000   Caprock Communications Corporation, 11.50% due 5/01/2009          1,193,500
Telecommunications--     NR*      NR*       2,100,000   E.Spire Communications, 10.52% due 7/01/2008 (d)                    588,000
7.8%                     B-       B3          650,000   Esprit Telecom Group PLC, 10.875% due 6/15/2008                     318,500
                         BBB-     Ba1       1,300,000   Global Crossing Holdings Ltd., Term, due 6/30/2006**              1,307,545
                         B        B3          300,000   Hermes Europe RailTel BV, 10.375% due 1/15/2009                     192,000
                         B        B2        2,000,000   Intermedia Communications Inc., 8.875% due 11/01/2007             1,660,000
                         B+       B2          500,000   Metromedia Fiber Network, 10% due 11/15/2008                        492,500
                         B+       B2          500,000   Netia Holdings II BV, 13.125% due 6/15/2009                         475,000
                                                        Nextlink Communications Inc.:
                         B        B2        1,500,000    9% due 3/15/2008                                                 1,342,500
                         B        B2        3,000,000    9.45% due 4/15/2008 (d)                                          1,837,500
                                                        Primus Telecommunications Group:
                         B-       B3          500,000    11.75% due 8/01/2004                                               325,000
                         B-       B3          850,000    11.25% due 1/15/2009                                               535,500
                         NR*      NR*       1,500,000  +Telegroup Inc., 10.50% due 11/01/2004                                75,000
                         NR*      B3        3,333,333   Teligent Inc., Term, due 7/01/2002**                              3,161,110
                         B-       B3          350,000   Versatel Telecom BV, 11.875% due 7/15/2009 (b)                      315,000
                                                        Williams Communications Group Inc.:
                         BB-      B2          750,000    10.70% due 10/01/2007                                              726,563
                         BB-      B2          750,000    10.875% due 10/01/2009                                             722,812
                                                        Worldwide Fiber Inc.:
                         B+       B3          900,000    12.50% due 12/15/2005                                              855,000
                         B+       B3          350,000    12% due 8/01/2009                                                  315,000
                                                                                                                       ------------
                                                                                                                         16,438,030
===================================================================================================================================
</TABLE>


                                    10 & 11
<PAGE>

                                     Debt Strategies Fund, Inc., August 31, 2000

SCHEDULE OF INVESTMENTS (concluded)                             (in US dollars)

<TABLE>
<CAPTION>
                          S&P    Moody's       Face
INDUSTRIES              Ratings  Ratings      Amount                    Corporate Debt Obligations                        Value
===================================================================================================================================
<C>                      <C>      <C>   <C>             <S>                                                            <C>
Wireless                 NR*      NR*   US$ 2,000,000   Clearnet Communications, Term C, due 7/09/2007**               $  1,850,000
Telecommunications--                                    Dolphin Telecom PLC (d):
12.9%                    CCC      Caa2        850,000    11.50% due 6/01/2008                                               187,000
                         CCC      Caa2        670,000    14% due 5/15/2009                                                  134,000
                         B-       B3          950,000   Microcell Telecommunications, 12% due 6/01/2009 (d)                 688,750
                                                        Nextel Communications, Inc.**:
                         BB-      Ba2       2,500,000    Term B, due 6/30/2008                                            2,513,542
                         BB-      Ba2       2,500,000    Term C, due 12/31/2008                                           2,513,542
                         BB-      Ba2       5,980,450    Term D, due 3/31/2009                                            5,955,984
                         B+       B2        2,000,000   PTC International Finance BV, 10.269% due 7/01/2007 (d)           1,480,000
                         B+       B2          425,000   PTC International Finance II SA, 11.25% due 12/01/2009              431,375
                         NR*      NR*       3,835,714   PowerTel PCS, Inc., Term B, due 2/06/2003**                       3,833,317
                                                        Rural Cellular**:
                         B+       B1        1,500,000    Term B, due 10/03/2008                                           1,499,532
                         B+       B1        1,500,000    Term C, due 4/03/2009                                            1,499,532
                         CCC+     Caa1      2,000,000   Telesystem International Wireless Inc., 11.929% due
                                                        6/30/2007 (d)                                                     1,300,000
                                                        VoiceStream PCS Holdings Corp.:
                         B-       B2          350,000    10.375% due 11/15/2009                                             378,000
                         B+       B1        3,000,000    Term B, due 1/15/2009**                                          2,990,001
                                                                                                                       ------------
                                                                                                                         27,254,575
===================================================================================================================================
                                                        Total Investments in Corporate Debt Obligations
                                                        (Cost--$322,038,981)--130.6%                                    276,521,719
===================================================================================================================================

<CAPTION>
                                               Shares
                                                Held                        Stocks & Warrants
===================================================================================================================================
<C>                                           <C>       <S>                                                            <C>
Broadcast--Radio &                                 27   Paxson Communications (Convertible Preferred) (b)(c)                257,923
Television--0.6%                                   56   Paxson Communications (Preferred) (c)                               554,457
                                                  704   Paxson Communications (Warrants) (a)(b)                               3,872
                                                4,350   Sirius Satellite (Warrants) (a)(b)                                  426,300
                                                                                                                       ------------
                                                                                                                          1,242,552
===================================================================================================================================
Cable Television                                  500   Park 'N View Inc. (Warrants) (a)                                      2,500
Services--0.0%
===================================================================================================================================
Energy--1.3%                                   112,533 +Forcenergy Inc.                                                   2,721,892
===================================================================================================================================
Gaming--0.0%                                    15,140  Peninsula Gaming LLC (Warrants) (a)                                  90,842
===================================================================================================================================
Medical                                        318,831  WGL Holdings (Warrants) (a)(e)                                      159,415
Equipment--0.1%
===================================================================================================================================
Transportation                                 44,068  +TRISM, Inc.                                                          44,068
Services--0.0%
===================================================================================================================================
Wired                                           3,500   Metronet Communications (Warrants) (a)(b)                           399,340
Telecommunications--                            2,000   Unifi Communications (Warrants) (a)(b)                                   20
0.2%                                                                                                                   ------------
                                                                                                                            399,360
===================================================================================================================================
Wireless                                        2,277   Dobson Communications (Preferred) (c)                             2,237,153
Telecommunications--
1.0%
===================================================================================================================================
                                                        Total Investments in Stocks & Warrants (Cost--$5,880,995)--3.2%   6,897,782
===================================================================================================================================

<CAPTION>
                                                Face
                                               Amount                      Short-Term Securities
===================================================================================================================================
<C>                                     <C>             <S>                                                            <C>
Commercial                              US$ 1,849,000   General Motors Acceptance Corp., 6.69% due 9/01/2000              1,849,000
Paper***--0.9%
===================================================================================================================================
                                                        Total Investments in Short-Term Securities
                                                        (Cost--$1,849,000)--0.9%                                          1,849,000
===================================================================================================================================
                                                        Total Investments (Cost--$329,768,976)--134.7%                  285,268,501

                                                        Unrealized Appreciation on Forward Foreign Exchange
                                                        Contracts--Net****--0.0%                                             59,530

                                                        Liabilities in Excess of Other Assets--(34.7%)                  (73,607,462)
                                                                                                                       ------------
                                                        Net Assets--100.0%                                             $211,720,569
                                                                                                                       ============
===================================================================================================================================
</TABLE>

(a)   Warrants entitle the Fund to purchase a predetermined number of shares of
      common stock and are non-income producing. The purchase price and number
      of shares are subject to adjustment under certain conditions until the
      expiration date.

(b)   The security may be offered and sold to "qualified institutional buyers"
      under Rule 144A of the Securities Act of 1933.

(c)   Represents a pay-in-kind security which may pay interest/dividends in
      additional face/share.

(d)   Represents a zero coupon or step bond; the interest rate shown reflects
      the effective yield at the time of purchase by the Fund.

(e)   Restricted securities as to resale. The value of the Fund's investment in
      restricted securities was approximately $159,000, representing 0.1% of net
      assets.

      --------------------------------------------------------------------------
                                               Acquisition
      Issue                                       Date         Cost       Value
      --------------------------------------------------------------------------
      WGL Holdings (Warrants)                   9/03/1997    $318,000   $159,415
      --------------------------------------------------------------------------
      Total                                                  $318,000   $159,415
                                                             ========   ========
      --------------------------------------------------------------------------

(f)   Mortgage-Backed Obligations are subject to principal paydowns as a result
      of prepayments or refinancings of the underlying mortgage instruments. As
      a result, the average life may be substantially less than the original
      maturity.

(g)   Floating rate note.

*     Not Rated.

**    Floating or Variable Rate Corporate Debt--The interest rates on floating
      or variable rate corporate debt are subject to change periodically, based
      on the change in the prime rate of a US Bank, LIBOR (London Interbank
      Offered Rate) or, in some cases, another base lending rate. Corporate
      loans represent 59.5% of the Fund's net assets.

***   Commercial Paper is traded on a discount basis; the interest rate shown
      reflects the discount rate paid at the time of purchase by the Fund.

****  Forward foreign exchange contracts as of August 31, 2000 were as follows:

      --------------------------------------------------------------------------
      Foreign                                  Expiration            Unrealized
      Currency Sold                               Date              Appreciation
      --------------------------------------------------------------------------
      (pound) 2,352,480                      September 2000            $59,530
      --------------------------------------------------------------------------
      Total Unrealized Appreciation on Forward
      Foreign Exchange Contracts--Net
      (US$ Commitment--$3,483,788)                                     $59,530
                                                                       =======
      --------------------------------------------------------------------------

+     Non-income producing security.

      See Notes to Financial Statements.


                                    12 & 13
<PAGE>

                                     Debt Strategies Fund, Inc., August 31, 2000

STATEMENT OF ASSETS, LIABILITIES AND CAPITAL

<TABLE>
<CAPTION>
               As of August 31, 2000
==============================================================================================================
<C>            <S>                                                               <C>             <C>
Assets:        Investments, at value (identified cost--$329,768,976) .........                   $ 285,268,501
               Cash ..........................................................                         428,852
               Unrealized appreciation on forward foreign exchange contracts .                          59,530
               Receivables:
                 Interest ....................................................   $   6,139,541
                 Securities sold .............................................       5,630,486      11,770,027
                                                                                 -------------
               Prepaid expenses and other assets .............................                         153,853
                                                                                                 -------------
               Total assets ..................................................                     297,680,763
                                                                                                 -------------
==============================================================================================================
Liabilities:   Loans .........................................................                      80,000,000
               Payables:
                 Securities purchased ........................................       5,028,125
                 Interest on loans ...........................................         425,359
                 Dividends to shareholders ...................................         140,075
                 Investment adviser ..........................................         119,792
                 Commitment fees .............................................          20,650       5,734,001
                                                                                 -------------
               Deferred income ...............................................                          10,105
               Accrued expenses and other liabilities ........................                         216,088
                                                                                                 -------------
               Total liabilities .............................................                      85,960,194
                                                                                                 -------------
==============================================================================================================
Net Assets:    Net assets ....................................................                   $ 211,720,569
                                                                                                 =============
==============================================================================================================
Capital:       Common Stock, $.10 par value, 200,000,000 shares authorized ...                   $   3,142,523
               Paid-in capital in excess of par ..............................                     310,639,558
               Undistributed investment income--net ..........................                       1,436,120
               Accumulated realized capital losses on investments and foreign
               currency transactions--net ....................................                     (59,173,039)
               Unrealized depreciation on investments and foreign currency
               transactions--net .............................................                     (44,324,593)
                                                                                                 -------------
               Total--Equivalent to $6.74 per share based on 31,425,226 shares
               of capital stock outstanding (market price--$6.3125) ..........                   $ 211,720,569
                                                                                                 =============
==============================================================================================================
</TABLE>

See Notes to Financial Statements.

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                         For the Six Months Ended August 31, 2000
============================================================================================================
<C>                      <S>                                                    <C>             <C>
Investment Income:       Interest and discount earned .......................                   $ 15,786,683
                         Dividends ..........................................                        191,672
                         Facility and other fees ............................                         68,361
                                                                                                ------------
                         Total income .......................................                     16,046,716
                                                                                                ------------
============================================================================================================
Expenses:                Loan interest expense ..............................   $  2,888,557
                         Investment advisory fees ...........................        902,549
                         Accounting services ................................         81,249
                         Professional fees ..................................         43,212
                         Printing and shareholder reports ...................         13,209
                         Custodian fees .....................................         11,702
                         Directors' fees and expenses .......................         10,852
                         Listing fees .......................................         10,258
                         Transfer agent fees ................................          8,636
                         Pricing services ...................................          5,337
                         Other ..............................................          2,259
                                                                                ------------
                         Total expenses .....................................                      3,977,820
                                                                                                ------------
                         Investment income--net .............................                     12,068,896
                                                                                                ------------
============================================================================================================
Realized &               Realized gain (loss) from:
Unrealized Gain (Loss)     Investments--net .................................     (9,212,339)
On Investments &           Foreign currency transactions--net ...............        256,616      (8,955,723)
Foreign Currency                                                                ------------
Transactions--Net:       Change in unrealized appreciation/depreciation on:
                           Investments--net .................................     (5,071,095)
                           Foreign currency transactions--net ...............        (18,743)     (5,089,838)
                                                                                ------------    ------------

                         Net Decrease in Net Assets Resulting from Operations                   $ (1,976,665)
                                                                                                ============
============================================================================================================
</TABLE>

See Notes to Financial Statements.


                                    14 & 15
<PAGE>

                                     Debt Strategies Fund, Inc., August 31, 2000

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                         For the Six        For the
                                                                                        Months Ended      Year Ended
                                                                                         August 31,      February 29,
                  Decrease in Net Assets:                                                   2000             2000
======================================================================================================================
<C>               <S>                                                                   <C>              <C>
Operations:       Investment income--net ............................................   $  12,068,896    $  26,898,365
                  Realized loss on investments and foreign currency transactions--net      (8,955,723)     (33,915,862)
                  Change in unrealized appreciation/depreciation on investments and
                  foreign currency transactions--net ................................      (5,089,838)       2,600,179
                                                                                        -------------    -------------
                  Net decrease in net assets resulting from operations ..............      (1,976,665)      (4,417,318)
                                                                                        -------------    -------------
======================================================================================================================
Dividends to      Dividends to shareholders from investment income--net .............     (12,777,308)     (26,887,455)
Shareholders:                                                                           -------------    -------------
======================================================================================================================
Net Assets:       Total decrease in net assets ......................................     (14,753,973)     (31,304,773)
                  Beginning of period ...............................................     226,474,542      257,779,315
                                                                                        -------------    -------------
                  End of period* ....................................................   $ 211,720,569    $ 226,474,542
                                                                                        =============    =============
======================================================================================================================
                * Undistributed investment income--net ..............................   $   1,436,120    $   2,144,532
                                                                                        =============    =============
======================================================================================================================
</TABLE>

See Notes to Financial Statements.

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                         For the Six Months Ended August 31, 2000
=============================================================================================
<C>                      <S>                                                    <C>
Cash Provided by         Net decrease in net assets resulting from operations   $  (1,976,665)
Operating Activities:    Adjustments to reconcile net decrease in net assets
                         resulting from operations to net cash provided by
                         operating activities:
                           Decrease in receivables ..........................         210,590
                           Decrease in other assets .........................          50,276
                           Decrease in other liabilities ....................        (598,616)
                           Realized and unrealized loss on investments and
                           foreign currency transactions--net ...............      14,045,561
                           Amortization of discount .........................          83,705
                                                                                -------------
                         Net cash provided by operating activities ..........      11,814,851
                                                                                -------------
=============================================================================================
Cash Used for            Proceeds from sales of long-term investments .......      30,873,645
Investing Activities:    Purchases of long-term investments .................     (38,049,998)
                         Purchases of short-term investments ................    (106,204,026)
                         Proceeds from sales and maturities of short-term
                         investments ........................................     104,790,000
                                                                                -------------
                         Net cash used for investing activities .............      (8,590,379)
                                                                                -------------
=============================================================================================
Cash Used for            Cash receipts from borrowings ......................      44,000,000
Financing Activities:    Cash payments from borrowings ......................     (34,000,000)
                         Dividends paid to shareholders .....................     (12,796,281)
                                                                                -------------
                         Net cash used for financing activities .............      (2,796,281)
                                                                                -------------
=============================================================================================
Cash:                    Net increase in cash ...............................         428,191
                         Cash at beginning of period ........................             661
                                                                                -------------
                         Cash at end of period ..............................   $     428,852
                                                                                =============
=============================================================================================
Cash Flow                Cash paid for interest .............................   $   3,339,583
Information:                                                                    =============
=============================================================================================
</TABLE>

See Notes to Financial Statements.


                                     16 & 17
<PAGE>

                                     Debt Strategies Fund, Inc., August 31, 2000

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                    The following per share data and ratios have
                    been derived from information provided in the           For the Six       For the Year Ended      For the Period
                    financial statements.                                  Months Ended   -------------------------   May 30, 1997+
                                                                            August 31,    February 29, February 28,  to February 28,
                    Increase (Decrease) in Net Asset Value:                   2000++         2000++        1999            1998
====================================================================================================================================
<C>                 <S>                                                      <C>            <C>          <C>             <C>
Per Share           Net asset value, beginning of period .................   $   7.21       $   8.20     $  10.15        $  10.00
Operating                                                                    --------       --------     --------        --------
Performance:        Investment income--net ...............................        .38            .86          .91             .71
                    Realized and unrealized gain (loss) on investments
                    and foreign currency transactions--net ...............       (.44)          (.99)       (1.93)            .09
                                                                             --------       --------     --------        --------
                    Total from investment operations .....................       (.06)          (.13)       (1.02)            .80
                                                                             --------       --------     --------        --------
                    Less dividends from investment income--net ...........       (.41)          (.86)        (.93)           (.63)
                                                                             --------       --------     --------        --------
                    Capital charge resulting from the issuance of Common
                    Stock.................................................         --             --           --            (.02)
                                                                             --------       --------     --------        --------
                    Net asset value, end of period .......................   $   6.74       $   7.21     $   8.20        $  10.15
                                                                             ========       ========     ========        ========
                    Market price per share, end of period ................   $ 6.3125       $ 6.1875     $  7.625        $10.5625
                                                                             ========       ========     ========        ========
====================================================================================================================================
Total Investment    Based on market price per share ......................       8.86%@        (8.30%)     (19.90%)         12.38%@
Return:**                                                                    ========       ========     ========        ========
                    Based on net asset value per share ...................       (.25%)@        (.64%)     (10.36%)          7.99%@
                                                                             ========       ========     ========        ========
====================================================================================================================================
Ratios to Average   Expenses, net of reimbursement and excluding interest
Net Assets:         expense                                                       .72%*         1.19%        1.09%            .61%*
                                                                             ========       ========     ========        ========
                    Expenses, net of reimbursement .......................       2.64%*         3.46%        3.48%           2.28%*
                                                                             ========       ========     ========        ========
                    Expenses .............................................       2.64%*         3.46%        3.48%           2.56%*
                                                                             ========       ========     ========        ========
                    Investment income--net ...............................       8.02%*        10.85%       10.03%           9.64%*
                                                                             ========       ========     ========        ========
====================================================================================================================================
Leverage:           Amount of borrowings, end of period (in thousands) ...   $ 80,000       $ 70,000     $112,000        $142,600
                                                                             ========       ========     ========        ========
                    Average amount of borrowings outstanding during the
                    period (in thousands) ................................   $ 82,592       $ 97,120     $120,528        $ 85,903
                                                                             ========       ========     ========        ========
                    Average amount of borrowings outstanding per share
                    during the period ....................................   $   2.63       $   3.09     $   3.84        $   2.79
                                                                             ========       ========     ========        ========
====================================================================================================================================
Supplemental        Net assets, end of period (in thousands) .............   $211,721       $226,475     $257,779        $317,735
Data:                                                                        ========       ========     ========        ========
                    Portfolio turnover ...................................      12.49%         48.73%       61.30%          43.79%
                                                                             ========       ========     ========        ========
====================================================================================================================================
</TABLE>

*     Annualized.
**    Total investment returns exclude the effects of sales charges. Total
      investment returns based on market value, which can be significantly
      greater or lesser than the net asset value, may result in substantially
      different returns. If applicable, the Fund's Investment Adviser
      voluntarily waived a portion of its management fee. Without such waiver,
      the Fund's performance would have been lower.
+     Commencement of operations.
++    Based on average shares outstanding.
@     Aggregate total investment return.

      See Notes to Financial Statements.

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies:

Debt Strategies Fund, Inc. (the "Fund") is registered under the Investment
Company Act of 1940 as a diversified, closed-end management investment company.
The Fund's financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America, which may require
the use of management accruals and estimates. These unaudited financial
statements reflect all adjustments, which are, in the opinion of management,
necessary to a fair statement of the results for the interim period presented.
All such adjustments are of a normal, recurring nature. The Fund determines and
makes available for publication the net asset value of its Common Stock on a
weekly basis. The Fund's Common Stock is listed on the New York Stock Exchange
under the symbol DBS.

(a) Corporate debt obligations--The Fund invests principally in debt obligations
of companies, including Corporate Loans made by banks and other financial
institutions and both privately and publicly offered corporate bonds and notes.
Because agents and intermediaries are primarily commercial banks, the Fund's
investment in Corporate Loans could be considered concentrated in financial
institutions.

(b) Valuation of investments--Corporate Loans are valued in accordance with
guidelines established by the Board of Directors. Corporate Loans are valued at
the mean between the last available bid and asked prices from one or more
brokers or dealers as obtained from Loan Pricing Corporation. For Corporate
Loans for which an active secondary market does not exist to a reliable degree
in the opinion of the Investment Adviser, such Corporate Loans will be valued by
the Investment Adviser at fair value, which is intended to approximate market
value.

Other portfolio securities may be valued on the basis of prices furnished by one
or more pricing services, which determines prices for normal, institutional-size
trading units of such securities using market information, transactions for
comparable securities and various relationships between securities that are
generally recognized by institutional traders. In certain circumstances,
portfolio securities are valued at the last sale price on the exchange that is
the primary market for such securities, or the last quoted bid price for those
securities for which the over-the-counter market is the primary market or for
listed securities in which there were no sales during the day. The value of
interest rate swaps, caps, and floors is determined in accordance with a formula
and then confirmed periodically by obtaining a bank quotation. Options written
or purchased are valued at the last sale price in the case of exchange-traded
options. In the case of options traded in the over-the-counter market, valuation
is the last asked price (options written) or the last bid price (options
purchased). Short-term securities with remaining maturities of sixty days or
less are valued at amortized cost, which approximates market value. Securities
and assets for which market price quotations are not readily available are
valued at fair value as determined in good faith by or under the direction of
the Board of Directors of the Fund.

(c) Derivative financial instruments--The Fund may engage in various portfolio
investment strategies to increase or decrease the level of risk to which the
Fund is exposed more quickly and efficiently than transactions in other types of
instruments. Losses may arise due to changes in the value of the contract or if
the counterparty does not perform under the contract.


                                    18 & 19
<PAGE>

                                     Debt Strategies Fund, Inc., August 31, 2000

NOTES TO FINANCIAL STATEMENTS (continued)

o Financial futures contracts--The Fund may purchase or sell financial futures
contracts and options on such futures contracts for the purpose of hedging the
market risk on existing securities or the intended purchase of securities.
Futures contracts are contracts for delayed delivery of securities at a specific
future date and at a specific price or yield. Upon entering into a contract, the
Fund deposits and maintains as collateral such initial margin as required by the
exchange on which the transaction is effected. Pursuant to the contract, the
Fund agrees to receive from or pay to the broker an amount of cash equal to the
daily fluctuation in value of the contract. Such receipts or payments are known
as variation margin and are recorded by the Fund as unrealized gains or losses.
When the contract is closed, the Fund records a realized gain or loss equal to
the difference between the value of the contract at the time it was opened and
the value at the time it was closed.

o Forward foreign exchange contracts--The Fund is authorized to enter into
forward foreign exchange contracts as a hedge against either specific
transactions or portfolio positions. Such contracts are not entered on the
Fund's records. However, the effect on operations is recorded from the date the
Fund enters into such contracts.

o Options--The Fund is authorized to write covered call and put options and
purchase call and put options. When the Fund writes an option, an amount equal
to the premium received by the Fund is reflected as an asset and an equivalent
liability. The amount of the liability is subsequently marked to market to
reflect the current market value of the option written. When a security is
purchased or sold through an exercise of an option, the related premium paid (or
received) is added to (or deducted from) the basis of the security acquired or
deducted from (or added to) the proceeds of the security sold. When an option
expires (or the Fund enters into a closing transaction), the Fund realizes a
gain or loss on the option to the extent of the premiums received or paid (or
gain or loss to the extent the cost of the closing transaction exceeds the
premium paid or received).

Written and purchased options are non-income producing investments.

o Interest rate transactions--The Fund is authorized to enter into interest rate
swaps and purchase or sell interest rate caps and floors. In an interest rate
swap, the Fund exchanges with another party their respective commitments to pay
or receive interest on a specified notional principal amount. The purchase of an
interest rate cap (or floor) entitles the purchaser, to the extent that a
specified index exceeds (or falls below) a predetermined interest rate, to
receive payments of interest equal to the difference between the index and the
predetermined rate on a notional principal amount from the party selling such
interest rate cap (or floor).

(d) Foreign currency transactions--Transactions denominated in foreign
currencies are recorded at the exchange rate prevailing when recognized. Assets
and liabilities denominated in foreign currencies are valued at the exchange
rate at the end of the period. Foreign currency transactions are the result of
settling (realized) or valuing (unrealized) assets or liabilities expressed in
foreign currencies into US dollars. Realized and unrealized gains or losses from
investments include the effects of foreign exchange rates on investments.

(e) Income taxes--It is the Fund's policy to comply with the requirements of the
Internal Revenue Code applicable to regulated investment companies and to
distribute substantially all of its taxable income to its shareholders.
Therefore, no Federal income tax provision is required. Under the applicable
foreign tax law, a withholding tax may be imposed on interest, dividends and
capital gains at various rates.

(f) Security transactions and investment income--Security transactions are
recorded on the dates the transactions are entered into (the trade dates).
Dividend income is recorded on the ex-dividend dates. Interest income (including
amortization of discount) is recognized on the accrual basis. Realized gains and
losses on security transactions are determined on the identified cost basis.
Facility fees are accreted to income over the term of the related loan.

(g) Dividends and distributions--Dividends from net investment income are
declared and paid monthly. Distributions of capital gains are recorded on the
ex-dividend dates.

2. Investment Advisory Agreement and Transactions with Affiliates:

The Fund has entered into an Investment Advisory Agreement with Fund Asset
Management, L.P. ("FAM"). The general partner of FAM is Princeton Services, Inc.
("PSI"), an indirect wholly-owned subsidiary of Merrill Lynch & Co., Inc. ("ML &
Co."), which is the limited partner.

FAM is responsible for the management of the Fund's portfolio and provides the
necessary personnel, facilities, equipment and certain other services necessary
to perform the investment advisory function. For such services, the Fund pays a
monthly fee at an annual rate of .60% of the Fund's average weekly net assets
plus the proceeds of any outstanding borrowings used for leverage.

For the six months ended August 31, 2000, the Fund paid Merrill Lynch Security
Pricing Service, an affiliate of Merrill Lynch, Pierce, Fenner & Smith
Incorporated, $470 for security price quotations to compute the net asset value
of the Fund.

Accounting services are provided to the Fund by FAM at cost.

Certain officers and/or directors of the Fund are officers and/or directors of
FAM, PSI, and/or ML & Co.

3. Investments:

Purchases and sales of investments, excluding short-term securities, for the six
months ended August 31, 2000 were $43,078,123 and $36,235,131, respectively.

Net realized gains (losses) for the six months ended August 31, 2000 and net
unrealized gains (losses) as of August 31, 2000 were as follows:

--------------------------------------------------------------------------------
                                                    Realized       Unrealized
                                                 Gains (Losses)   Gains (Losses)
--------------------------------------------------------------------------------
Long-term investments .........................    $(9,212,339)    $(44,500,475)
Unfunded corporate loans ......................             --          117,984
Forward foreign exchange contracts ............        309,705           59,530
Foreign currency transactions .................        (53,089)          (1,632)
                                                   -----------     ------------
Total .........................................    $(8,955,723)    $(44,324,593)
                                                   ===========     ============
--------------------------------------------------------------------------------

As of August 31, 2000, net unrealized depreciation for Federal income tax
purposes aggregated $44,500,475, of which $3,248,592 related to appreciated
securities and $47,749,067 related to depreciated securities. The aggregate cost
of investments at August 31, 2000 for Federal income tax purposes was
$329,768,976.

4. Capital Stock Transactions:

The Fund is authorized to issue 200,000,000 shares of Common Stock, par value
$.10 per share. Shares issued and outstanding during the six months ended August
31, 2000 and during the year ended February 29, 2000 remained constant.

5. Unfunded Loan Interests:

As of August 31, 2000, the Fund had unfunded loan commitments of $15,955, which
would be extended at the option of the borrower, pursuant to the following loan
agreement:

--------------------------------------------------------------------------------
                                                                     Unfunded
                                                                    Commitment
Borrower                                                          (in thousands)
--------------------------------------------------------------------------------
Breed Technologies, Inc. ........................................       $16
--------------------------------------------------------------------------------

6. Short-Term Borrowings:

On August 3, 1999, the Fund extended its one-year credit agreement with The Bank
of New York. The agreement is a $160,000,000 credit facility bearing interest at
the Prime rate, the Federal Funds rate plus .55% and/or Eurodollar rate plus
 .55%.

On July 6, 2000, the Fund entered into a one-year $105,000,000 revolving credit
and security agreement with Citibank, N.A. and other lenders (the "Lenders").
This agreement replaced the agreement the Fund had extended on December 17,
1999. The Fund may borrow money through (i) a line of credit from certain
Lenders at the Eurodollar rate plus .75%, or the highest of the Federal Funds
rate plus .50%, a Base rate as determined by Citibank, N.A. and the latest
three-week moving average of secondary market morning offering rates in the
United States for three-month certificates of deposit of major


                                    20 & 21
<PAGE>

                                     Debt Strategies Fund, Inc., August 31, 2000

NOTES TO FINANCIAL STATEMENTS (concluded)

US money market banks plus .50%, or (ii) through the issuance of commercial
paper notes by certain Lenders at rates of interest equivalent to the weighted
average of the per annum rates paid or payable by such Lenders in respect of
those commercial paper notes.

For the six months ended August 31, 2000, the average amount borrowed was
approximately $82,592,000 and the daily weighted average interest rate was
6.94%.

7. Capital Loss Carryforward:

At February 29, 2000, the Fund had a net capital loss carryforward of
approximately $33,583,000, of which $264,000 expires in 2006, $12,067,000
expires in 2007 and $21,252,000 expires in 2008. This amount will be available
to offset like amounts of any future taxable gains.

8. Reorganization Plan:

On April 26, 2000, the Fund's Board of Directors approved a plan of
reorganization, subject to shareholder approval and certain other conditions,
whereby Debt Strategies Fund II, Inc. would acquire substantially all of the
assets and liabilities of the Fund and Debt Strategies Fund III, Inc. in
exchange for newly issued shares of Debt Strategies Fund II, Inc. These Funds
are registered, diversified, closed-end management investment companies. All
three entities have a similar investment objective and are managed by FAM.

9. Subsequent Event:

On September 7, 2000, the Fund's Board of Directors declared an ordinary income
dividend to Common Stock shareholders in the amount of $.065494 per share,
payable on September 29, 2000 to shareholders of record as of September 18,
2000.

PORTFOLIO PROFILE

As of August 31, 2000

Quality Ratings                                                       Percent of
S&P/Moody's                                                Long-Term Investments
--------------------------------------------------------------------------------
BBB/Baa ................................................................    2.9%
BB/Ba ..................................................................   25.2
B/B ....................................................................   44.6
CCC/Caa or lower .......................................................    6.1
NR (Not Rated) .........................................................   21.2
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                                                      Percent of
Breakdown of Investments by Country                        Long-Term Investments
--------------------------------------------------------------------------------
United States ..........................................................   89.4%
Canada .................................................................    4.7
United Kingdom .........................................................    1.4
Brazil .................................................................    1.2
Netherlands ............................................................    1.0
Argentina ..............................................................    1.0
Poland .................................................................    0.9
Cayman Islands .........................................................    0.3
Belgium ................................................................    0.1
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                                                      Percent of
Five Largest Industries                                             Total Assets
--------------------------------------------------------------------------------
Wireless Telecommunications ............................................    9.9%
Cable Television Services ..............................................    9.8
Broadcast-- Radio & Television .........................................    8.0
Wired Telecommunications ...............................................    5.7
Chemicals ..............................................................    5.5
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                                                      Percent of
Ten Largest Holdings                                                Total Assets
--------------------------------------------------------------------------------
Nextel Communications, Inc. ............................................    3.7%
Stone Container Corp. ..................................................    2.3
Charter Communications Holdings ........................................    2.1
Huntsman Corp. .........................................................    2.1
Lyondell Petrochemical Co. .............................................    1.7
Corus Entertainment Inc. ...............................................    1.7
Metro-Goldwyn-Mayer Co. ................................................    1.6
Dal-Tile International Inc. ............................................    1.6
Repap New Brunswick, Inc. ..............................................    1.5
Panavision Inc. ........................................................    1.5
--------------------------------------------------------------------------------


                                    22 & 23
<PAGE>

Officers and Directors

Terry K. Glenn, President and Director
Ronald Forbes, Director
Cynthia A. Montgomery, Director
Charles C. Reilly, Director
Kevin A. Ryan, Director
Roscoe S. Suddarth, Director
Richard R. West, Director
Arthur Zeikel, Director
Edward D. Zinbarg, Director
Joseph T. Monagle Jr., Senior Vice President
Richard C. Kilbride, Vice President
Gilles Marchand, Vice President
Donald C. Burke, Vice President and
  Treasurer
Bradley J. Lucido, Secretary

Custodian

The Bank of New York
110 Washington Street
New York, NY 10286

Transfer Agent

The Bank of New York
101 Barclay Street
New York, NY 10286

NYSE Symbol

DBS

Debt Strategies Fund, Inc. seeks to provide current income by investing
primarily in a diversified portfolio of US companies' debt instruments,
including corporate loans, that are rated in the lower rating categories of the
established rating services (Baa or lower by Moody's Investors Service, Inc. or
BBB or lower by Standard & Poor's) or unrated debt instruments of comparable
quality.

This report, including the financial information herein, is transmitted to
shareholders of Debt Strategies Fund, Inc. for their information. It is not a
prospectus. Past performance results shown in this report should not be
considered a representation of future performance. The Fund has the ability to
leverage its Common Stock to provide Common Stock shareholders with a
potentially higher rate of return. Leverage creates risk for Common Stock
shareholders, including the likelihood of greater volatility of net asset value
and market price of Common Stock shares, and the risk that fluctuations in
short-term interest rates may reduce the Common Stock's yield. Statements and
other information herein are as dated and are subject to change.

Debt Strategies
Fund, Inc.
Box 9011
Princeton, NJ
08543-9011                                                         #DEBT01--8/00

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