CENTRAL SECURITIES CORP
N-30D, 1996-08-02
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                           -------------












                         SEMI-ANNUAL REPORT



                           JUNE 30, 1996





<PAGE>
                         CENTRAL SECURITIES CORPORATION
 
               (Organized on October 1, 1929 as an investment company, 
                registered as such with the Securities and Exchange Commission 
                under the provisions of the Investment Company Act of 1940.)
 
                            TEN YEAR HISTORICAL DATA
 
<TABLE>
<CAPTION>
                                                         Per Share of Common Stock
                                              -----------------------------------------------
                                                                                    Distribu-
                                                                                    tions(B)
                                                                                    declared
                                                                       Divi-          from
                              Convertible                              dends(B)     long-term         Net
                              Preference                               declared     investment     realized        Unrealized
                Total          Stock at        Net          Net        from net     gains or      investment      appreciation
                 net          liquidation     asset      investment    investment    capital         gains             of
Year            assets        preference      value      income(A)      income       surplus       (losses)       investments
             ------------     -----------     ------     ---------     --------     ---------     -----------     ------------
<S>          <C>              <C>             <C>        <C>           <C>          <C>           <C>             <C>
1985         $111,397,854     $ 5,472,300     $15.38                                                              $ 35,905,193
1986          116,731,670      10,230,075      13.26       $ .18         $.23         $3.47       $15,684,308       32,538,800
1987          110,629,270      10,145,300      11.36         .17          .22          1.55        18,037,871       15,056,016
1988          118,930,727      10,072,150      11.77         .16          .16           .92         2,292,807       25,718,033
1989          129,376,703      10,034,925      12.24         .17          .35           .65*          661,161       38,661,339
1990          111,152,013      10,027,050      10.00         .17          .20           .50*       (2,643,394)      25,940,819
1991          131,639,511      10,022,100      11.87         .14          .14           .56*        7,321,233       43,465,583
1992          165,599,864      10,019,000      14.33         .12          .20           .66         8,304,369       70,586,429
1993          218,868,360       9,960,900      17.90         .14          .18          1.42        16,407,909      111,304,454
1994          226,639,144       9,687,575      17.60         .23          .22          1.39        16,339,601      109,278,788
1995          292,547,559       9,488,350      21.74         .31          .33          1.60        20,112,563      162,016,798
6 mos.
to June
30, 1996      321,908,144       9,437,375      23.99         .15          .08           .12         6,920,621      185,082,898
</TABLE>
 
- ------------
A -Excluding gains or losses realized on sale of investments.
 
B - Computed on the basis of the Corporation's status as a "regulated investment
    company" for Federal income tax purposes, except for the six months ended
    June 30, 1996 which are estimated.
 
 *  Includes a non-taxable return of capital of $.56 in 1989, $.47 in 1990 and
    $.11 in 1991.
 
    The Preference and Common Stocks are listed on the American Stock Exchange.
On June 28, 1996, the market quotations were as follows:
 
<TABLE>
<S>                                                          <C>
    Convertible Preference Stock, $2.00 Series D..........   71 bid, 78 asked
    Common Stock..........................................   24 1/8 high, 24 low and
                                                                  last sale
</TABLE>
 
                                     [ 2 ]
<PAGE>
To the Stockholders of
    CENTRAL SECURITIES CORPORATION:
 
    Financial statements for the six months ended June 30, 1996, as reported
upon by our independent auditors, and other pertinent information are submitted
herewith.
 
    Comparative market values of net assets are as follows:
 
<TABLE>
<CAPTION>
                                                        June 30,       December 31,
                                                          1996             1995
                                                          ----             ----
<S>                                                   <C>              <C>
Net assets........................................    $321,908,144     $292,547,559
Convertible Preference Stock at liquidation
preference........................................      (9,437,375)      (9,488,350)
                                                      ------------     ------------
Net assets applicable to Common Stock.............    $312,470,769     $283,059,209
                                                      ------------     ------------
                                                      ------------     ------------
Net asset coverage per share of Convertible
Preference Stock..................................    $     852.75     $     770.81
Net assets per share of Common Stock..............           23.99            21.74
Pro forma net assets per share, reflecting
  conversion of the Convertible Preference
Stock.............................................           22.67            20.60
    Shares of Convertible Preference Stock
outstanding.......................................         377,495          379,534
    Shares of Common Stock outstanding............      13,024,744       13,018,389
</TABLE>
 
    Comparative operating results are as follows:
 
<TABLE>
<CAPTION>
                                                        Six months ended June 30,
                                                      -----------------------------
<S>                                                   <C>              <C>
                                                          1996             1995
                                                      ------------     ------------
Net investment income.............................    $  2,357,422     $  2,358,544
    Number of times Preferred dividend earned.....             6.2              6.1
    Per share of Common Stock.....................             .15*             .16*
Net realized gain on sale of investments..........       6,920,621       13,007,875
Increase in net unrealized appreciation of
  investments.....................................      23,066,100       34,293,814
Increase in net assets resulting from
  operations......................................      32,344,143       49,660,233
</TABLE>
 
- ---------
 
* Per-share data are based on the average number of Common shares outstanding
  during the six-month period and are after recognition of the dividend
  requirement on the Convertible Preference Stock.
 
    A dividend of $.20 per share was paid on June 28 to holders of Common Stock.
Also, during the first six months of 1996 dividends of $1.00 per share were paid
on the Series D Preference Stock. Stockholders will be sent a notice concerning
the taxability of all 1996 distributions in January 1997.
 
                                     [ 3 ]
<PAGE>
    During the first six months of 1996 the Corporation did not repurchase any
of its Common or Preference Stock. However, it may from time to time purchase
Common or Preference Stock in such amounts and at such prices as the Board of
Directors may deem advisable in the best interests of stockholders.
 
    Stockholders' inquiries are welcome.
 
                                             CENTRAL SECURITIES CORPORATION
 
                                                WILMOT H. KIDD, President
 
375 Park Avenue
New York, N.Y. 10152
August 2, 1996








 
                              -------------------
 
                               SIGNS OF THE TIMES
 
    "The Internet is like a 20-foot tidal wave coming, and we are in kayaks.
It's been coming across the Pacific for thousands of miles and gaining momentum,
and it's going to lift you and drop you. We're just a step away from the point
when every computer is connected to every other computer, at least in the U.S.,
Japan, and Europe. It affects everybody--the computer industry,
telecommunications, the media, chipmakers, and the software world. Some are more
aware of this than others." (Andrew S. Grove, President and Chief Executive
Officer of Intel Corporation, "A Conversation with the Lords of Wintel,"
Fortune, July 8, 1996.)
 
                                     [ 4 ]
<PAGE>
                          PRINCIPAL PORTFOLIO CHANGES*
                            April 1 to June 30, 1996
                   (Common Stock unless specified otherwise)
 
<TABLE>
<CAPTION>
                                                         Number of Shares
                                            ------------------------------------------
                                                                             Held
                                            Purchased        Sold        June 30, 1996
                                            ---------      --------      -------------
<S>                                         <C>            <C>           <C>
Allmerica Financial Corporation...........     90,000                           90,000
American Management Systems, Inc. ........                   30,000            410,000
Analog Devices, Inc. .....................                   15,000            555,000
Church & Dwight Co., Inc. ................      6,100                          366,100
Cliffs Drilling Company...................                   20,000             55,757
Hanna (M.A.) Company......................    325,000+                         975,000
Hilb, Rogal & Hamilton Company............                   51,600             50,000
Mercantile International Petroleum
Inc. .....................................    300,000                          300,000
Mutual Risk Management Ltd. ..............     33,333+                         133,333
Provident Companies, Inc. ................     27,300                          150,000
The Reynolds and Reynolds Company Class
A.........................................                   40,000            360,000
Santa Fe Energy Resources, Inc ...........                   20,000            350,000
USG Corporation...........................    100,000                          100,000
</TABLE>
 
- ------------
* Excluding stocks listed under "Miscellaneous" in the Statement of Investments.
 
+ Stock split.
 
                                     [ 5 ]
<PAGE>
                      STATEMENT OF ASSETS AND LIABILITIES
                                 June 30, 1996
 
<TABLE>
<S>                                                   <C>              <C>
ASSETS:
    Investments:
        General portfolio securities at market
          value (cost $98,832,326) (Note 1)........   $245,536,303
        Securities of affiliated companies (cost
          $4,367,061) (Notes 1, 5 and 6)...........     42,745,982
        Short-term debt securities at cost plus
          accrued interest.........................     32,409,931     $320,692,216
                                                      ------------
    Cash and receivables:
        Cash and dividends receivable..............        103,930
        Receivable for securities sold.............      1,238,305        1,342,235
                                                      ------------
    Office equipment and leasehold improvements,
      net..........................................                          19,629
                                                                       ------------
            Total Assets...........................                     322,054,080
LIABILITIES:
    Accrued expenses and reserves..................        145,936
                                                      ------------
            Total Liabilities......................                         145,936
                                                                       ------------
NET ASSETS.........................................                    $321,908,144
                                                                       ------------
                                                                       ------------
NET ASSETS are represented by:
    $2.00 Series D Convertible Preference Stock
      without par value at liquidation preference,
      $25.00 per share, authorized 750,000 shares;
      issued 377,495 (Note 2).......................                   $  9,437,375
    Common Stock at par value, $1.00 per share,
      authorized 20,000,000 shares; issued
      13,024,744 (Note 2)..........................                      13,024,744
    Surplus:
        Paid-in....................................   $106,504,973
        Undistributed net gain on sales of
          investments..............................      6,892,590
        Undistributed net investment income........        965,564      114,363,127
                                                      ------------
    Net unrealized appreciation of investments.....                     185,082,898
                                                                       ------------
NET ASSETS.........................................                    $321,908,144
                                                                       ------------
                                                                       ------------
NET ASSET VALUE PER COMMON SHARE...................                       $23.99
                                                                          ------
                                                                          ------
</TABLE>
 
                See accompanying notes to financial statements.
 
                                     [ 6 ]
<PAGE>
                            STATEMENT OF OPERATIONS

                     For the six months ended June 30, 1996
 
<TABLE>
<S>                                                      <C>            <C>
INVESTMENT INCOME
Income:
    Cash dividends....................................   $ 2,064,886
    Interest..........................................       989,621
    Miscellaneous income..............................         5,485    $ 3,059,992
                                                         -----------
 
Expenses:
    Investment research...............................       105,241
    Administration and operations.....................       148,425
    Employees' retirement plans.......................         3,487
    Custodian fees....................................        30,292
    Franchise and miscellaneous taxes.................        67,047
    Transfer agent's and registrar's fees and
      expenses........................................        42,656
    Rent and utilities................................        73,757
    Listing, software and sundry fees.................        38,721
    Legal, auditing and tax fees......................        50,176
    Stationery, supplies, printing and postage........        32,116
    Travel and telephone..............................        13,851
    Directors' fees...................................        23,000
    Insurance.........................................        49,059
    Publications and miscellaneous....................        24,742        702,570
                                                         -----------    -----------
Net investment income.................................                    2,357,422
 
NET REALIZED AND UNREALIZED GAIN
  ON INVESTMENTS
Net realized gain from security transactions..........     6,920,621
Net increase in unrealized appreciation of
  investments.........................................    23,066,100
                                                         -----------
    Net gain on investments...........................                   29,986,721
                                                                        -----------
 
NET INCREASE IN NET ASSETS RESULTING FROM
  OPERATIONS..........................................                  $32,344,143
                                                                        -----------
                                                                        -----------
</TABLE>
 
                See accompanying notes to financial statements.
 
                                     [ 7 ]
<PAGE>
                      STATEMENTS OF CHANGES IN NET ASSETS
             
                      For the six months ended June 30, 1996
                      and the year ended December 31, 1995
 
<TABLE>
<CAPTION>
                                                        Six months
                                                          ended
                                                         June 30,
                                                           1996            1995
                                                       ------------    ------------
<S>                                                    <C>             <C>
FROM OPERATIONS:
    Net investment income...........................   $  2,357,422    $  4,539,869
    Net realized gain on investments................      6,920,621      20,112,563
    Net increase in unrealized appreciation of
      investments...................................     23,066,100      52,738,010
                                                       ------------    ------------
        Increase in net assets resulting from
          operations................................     32,344,143      77,390,442
                                                       ------------    ------------
DIVIDENDS TO STOCKHOLDERS FROM:
    Net investment income:
        Preference Stock............................       (378,861)       (771,139)
        Common Stock................................     (1,103,681)     (3,668,730)
    Net realized gain from investment
      transactions..................................     (1,500,816)    (20,161,206)
                                                       ------------    ------------
        Decrease in net assets from distributions...     (2,983,358)    (24,601,075)
                                                       ------------    ------------
FROM CAPITAL SHARE TRANSACTIONS: (Note 2)
    Distribution to stockholders reinvested in
      Common Stock..................................        --           13,119,148
    Other capital transactions......................           (200)           (100)
                                                       ------------    ------------
        Increase (decrease) in net assets from
          capital share transactions................           (200)     13,119,048
                                                       ------------    ------------
            Total increase in net assets............     29,360,585      65,908,415
NET ASSETS:
    Beginning of period.............................    292,547,559     226,639,144
                                                       ------------    ------------
    End of period...................................   $321,908,144    $292,547,559
                                                       ------------    ------------
                                                       ------------    ------------
</TABLE>
 
                See accompanying notes to financial statements.
 
                                     [ 8 ]
<PAGE>
                            STATEMENT OF INVESTMENTS

                                 June 30, 1996

                           PORTFOLIO SECURITIES 89.5%
                   (COMMON STOCKS UNLESS SPECIFIED OTHERWISE)
 
<TABLE>
<CAPTION>
 Prin. Amt.                                               Market
 or Shares                                                Value
- ------------                                           ------------
<C>           <S>                                      <C>
           BANKING AND FINANCE 14.5%
     300,000  The Bank of New York Company, Inc.....   $ 15,375,000
     325,000  Capital One Financial Corporation.....      9,262,500
     200,000  Household International, Inc. ........     15,200,000
     300,000  Signet Banking Corporation............      6,975,000
                                                       ------------
                                                         46,812,500
                                                       ------------
           BUILDING PRODUCTS 0.8%
 
     100,000  USG Corporation(a)....................      2,787,500
                                                       ------------
 
           BUSINESS SERVICES 7.4%
      50,000  Kelly Services, Inc. Class A..........      1,462,500
     360,000  The Reynolds and Reynolds Company
                Class A.............................     19,170,000
     150,000  UniFirst Corporation..................      3,168,750
                                                       ------------
                                                         23,801,250
                                                       ------------
           CHEMICALS 8.6%
     975,000  Hanna (M.A.) Company..................     20,353,125
     230,000  Martin Color-Fi, Inc.(a)..............      1,236,250
     100,000  Rohm and Haas Company.................      6,275,000
                                                       ------------
                                                         27,864,375
                                                       ------------
           COMMUNICATIONS 4.3%
      27,461  Frontier Corporation..................        840,993
     100,000  GTE Corporation.......................      4,475,000
          93  IXC Communications Corporation
                10% Cum. Pfd. (a)(b)................         96,409
     440,000  Nextel Communications, Inc. Class
              A(a)..................................      8,387,500
                                                       ------------
                                                         13,799,902
                                                       ------------
           COMPUTER SOFTWARE & SERVICES 3.8%
     410,000  American Management Systems,
              Inc.(a)...............................     11,992,500
     197,302  Peerless Systems Corporation Series B
              Conv. Pfd.(a)(b)......................        293,819
              Peerless Systems Corporation Warrants
                to Purchase Common Stock(a)(b)......         12,000
                                                       ------------
                                                         12,298,319
                                                       ------------
</TABLE>
 
                                     [ 9 ]
<PAGE>
<TABLE>
<CAPTION>
 Prin. Amt.                                               Market
 or Shares                                                Value
- ------------                                           ------------
<C>           <S>                                      <C>
           CONSUMER PRODUCTS AND SERVICES 2.4%
     366,100  Church & Dwight Co., Inc..............   $  7,642,338
                                                       ------------
 
           ELECTRONICS 11.2%
     555,000  Analog Devices, Inc.(a)...............     14,083,125
     300,000  Intel Corporation.....................     22,031,250
                                                       ------------
                                                         36,114,375
                                                       ------------
 
           ENERGY 6.9%
      55,757  Cliffs Drilling Company...............      1,895,738
     300,000  Mercantile International Petroleum
              Inc. (a)..............................        390,000
     185,000  Murphy Oil Corporation................      8,394,375
     100,000  Petroleum Geo-Services ASA ADR (a)....      2,837,500
     350,000  Santa Fe Energy Resources, Inc.(a) ...      4,156,250
              Steuart Petroleum Company Warrant
                to Purchase Common Stock(a)(b)......              0
     100,000  Tidewater Inc. .......................      4,387,500
                                                       ------------
                                                         22,061,363
                                                       ------------
           HEALTH CARE 0.3%
      70,000  RKS Health Ventures Corporation
              (a)(b)(c).............................        784,000
      15,950  RKS Health Ventures Corporation Series
              A Conv. Pfd. (a)(b)(c)................        223,300
                                                       ------------
                                                          1,007,300
                                                       ------------
           INDUSTRIAL EQUIPMENT 6.7%
     600,000  Brady (W.H.) Co. .....................     13,350,000
     280,000  Measurex Corporation..................      8,190,000
                                                       ------------
                                                         21,540,000
                                                       ------------
           INSURANCE 16.7%
      90,000  Allmerica Financial Corporation.......      2,688,750
      50,000  Hilb, Rogal and Hamilton Company......        693,750
     133,333  Mutual Risk Management Ltd. ..........      4,166,656
      70,000  The Plymouth Rock Company, Inc.
                Class A(b)(c).......................     35,000,000
     150,000  Provident Companies, Inc..............      5,550,000
     168,900  Vesta Insurance Group, Inc............      5,637,038
                                                       ------------
                                                         53,736,194
                                                       ------------
           LIMITED PARTNERSHIP 0.3%
              Grumman Hill Investments,
              L.P.(a)(b)............................        850,687
                                                       ------------
 
           METALS AND MINING 2.1%
     300,000  Cyprus Amax Minerals Company..........      6,862,500
                                                       ------------
</TABLE>
 
                                     [ 10 ]
<PAGE>
<TABLE>
<CAPTION>
 Prin. Amt.                                               Market
 or Shares                                                Value
- ------------                                           ------------
<C>           <S>                                      <C>
           PUBLISHING 1.2%
     100,000  Media General, Inc. Class A...........   $  3,725,000
       5,000  Southeast Publishing Ventures, Inc.
                Series A Pfd.(a)(b)(c)..............              0
                                                       ------------
                                                          3,725,000
                                                       ------------
           TRANSPORTATION 2.1%
     533,757  Transport Corporation of America, Inc.
                Class B(a)(c).......................      6,738,682
                                                       ------------
 
           MISCELLANEOUS 0.2%
              Other investments.....................        640,000
                                                       ------------
                      Total Portfolio Securities....    288,282,285
                                                       ------------
 
              SHORT-TERM DEBT INVESTMENTS 10.1%
$  9,670,000  Chevron Corporation 5.28% due
                7/8/96..............................      9,715,385
  11,231,000  Ford Motor Credit Corp. 5.29%-5.40%
                due 7/1/96-7/29/96..................     11,270,374
  11,400,000  General Electric Capital Corp. 5.36%-
                5.37% due 7/15/96-7/22/96...........     11,424,172
                                                       ------------
                      Total Short-Term
                        Investments.................     32,409,931
                                                       ------------
                      Total Investments.............    320,692,216
                                                       ------------
                      Cash, receivables and other
                        assets, less liabilities--0.4%    1,215,928
                                                       ------------
                      Net Assets--100%..............   $321,908,144
                                                       ------------
                                                       ------------
</TABLE>
 
- ------------
(a) Non-dividend paying.
 
(b) Valued at estimated fair value.
 
(c) Affiliate as defined in the Investment Company Act of 1940.
 
                See accompanying notes to financial statements.
 
                                     [ 11 ]
<PAGE>
                         NOTES TO FINANCIAL STATEMENTS
 
    1.  Significant Accounting Policies--The Corporation is registered under the
Investment Company Act of 1940, as amended, as a non-diversified, closed-end
management investment company. The following is a summary of the significant
accounting policies consistently followed by the Corporation in the preparation
of its financial statements. The policies are in conformity with generally
accepted accounting principles.
 
    Security Valuation--Securities are valued at the last sale price on June 28,
      1996 or, if unavailable, at the closing bid price. Securities for which no
      ready market exists, including The Plymouth Rock Company, Inc. Class A
      Common Stock, are valued at estimated fair value by the Board of
      Directors.
 
    Federal Income Taxes--It is the Corporation's policy to meet the
      requirements of the Internal Revenue Code applicable to regulated
      investment companies and to distribute all of its taxable income to its
      stockholders. Therefore, no Federal income taxes have been accrued.
 
    Use of Estimates--The preparation of financial statements in conformity with
      generally accepted accounting principles requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities at the date of the financial statements and the reported
      amounts of increases and decreases in net assets from operations during
      the reporting period. Actual results may differ from estimates.
 
    Other--Security transactions are accounted for on the date the securities
      are purchased or sold. Dividend income and distributions to stockholders
      are recorded on the ex-dividend date.
 
    2.  Preference Stock and Common Stock--The Convertible Preference Stock is
redeemable at the Corporation's option at $27.50 per share. Dividends are
cumulative. Each share is convertible into 3.12 shares of Common Stock and
1,177,784 authorized but unissued Common shares have been reserved for issuance
upon conversion. During the six months ended June 30, 1996, 6,355 shares of
Common Stock were issued upon conversion of shares of Preference Stock.
 
    The Corporation did not repurchase any of its Common or Preference Stock in
the first six months of 1996, but it may from time to time purchase Common or
Preference Stock in such amounts and at such prices as the Board of Directors
may deem advisable in the best interests of the stockholders. Purchases will
only be made at less than net asset value per share, thereby increasing the net
asset value of shares held by the remaining stockholders. Shares so acquired may
be held as treasury stock, available for optional stock distributions, or may be
retired.
 
    3.  Investment Transactions--The aggregate cost of securities purchased and
the aggregate proceeds of securities sold during the six months ended June 30,
1996, excluding short-term investments, were $16,407,096 and $9,565,123,
respectively.
 
    As of June 30, 1996, based on cost for Federal income tax purposes, the
aggregate gross unrealized appreciation and depreciation for all securities were
$187,017,518 and $1,934,620, respectively.
 
                                     [ 12 ]
<PAGE>
                    NOTES TO FINANCIAL STATEMENTS--Continued
 
    4.  Operating Expenses--The aggregate remuneration paid during the six
months ended June 30, 1996 to officers and directors amounted to $225,267, of
which $23,000 was paid as fees to directors who were not officers. Benefits to
employees are provided through a profit sharing retirement plan. Contributions
to the plan are made at the discretion of the Board of Directors, and each
participant's benefits vest after three years. No contributions were made to the
plan for the six months ended June 30, 1996.
 
    5.  Affiliates--The Plymouth Rock Company, Inc., RKS Health Ventures
Corporation, Southeast Publishing Ventures, Inc. and Transport Corporation of
America, Inc. are affiliates as defined in the Investment Company Act of 1940.
The Corporation received a dividend of $371,700 from The Plymouth Rock Company,
Inc. during the six months ended June 30, 1996. Unrealized appreciation related
to affiliates increased by $708,401 for the six months ended June 30, 1996.
 
    6.  Restricted Securities--The Corporation from time to time invests in
securities the resale of which is restricted. On June 30, 1996 such investments
had an aggregate value of $37,260,215, which was equal to 11.6% of the
Corporation's net assets. Investments in restricted securities at June 30, 1996,
including acquisition dates and cost, were: Grumman Hill Investments, L.P.,
9/11/85, $537,052; IXC Communications, Inc., 3/15/96, $106; Peerless Systems
Corporation, 12/21/92, $305,819; The Plymouth Rock Company, Inc., 12/15/82,
$1,500,000, 6/1/84, $699,986; RKS Health Ventures Corporation, 12/15/94,
$700,000, 7/13/95, $199,375; Southeast Publishing Ventures, Inc., 4/5/89,
$5,200; and Steuart Petroleum Company, 6/8/93, $52,500. In general, the
Corporation does not have the right to demand registration of the restricted
securities. Unrealized appreciation related to restricted securities increased
by $162,959 for the six months ended June 30, 1996.
 
                         ANNUAL MEETING OF STOCKHOLDERS
 
    The annual meeting of stockholders of the Corporation was held on March 20,
1996. At the meeting all of the directors of the Corporation were reelected by
the holders of $2.00 Series D Convertible Preference Stock and Common Stock
voting separately, as follows: Donald G. Calder, 358,229 shares of $2.00 Series
D Convertible Preference Stock in favor, 182 shares withheld; Jay R. Inglis,
358,229 shares of $2.00 Series D Convertible Preference Stock in favor, 182
shares withheld; Dudley D. Johnson, 12,290,882 shares of Common Stock in favor,
36,609 shares withheld; Wilmot H. Kidd, 12,290,882 shares of Common Stock in
favor, 36,609 shares withheld; and C. Carter Walker, Jr., 12,290,882 shares of
Common Stock in favor, 36,609 shares withheld.
 
    In addition, the selection of KPMG Peat Marwick LLP as independent auditors
of the Corporation for the year 1996 was ratified by the following vote of the
holders of $2.00 Series D Convertible Preference Stock and Common Stock voting
together as one class: 12,637,486 shares in favor, 22,720 shares against, 25,696
shares abstaining.
 
                                     [ 13 ]
<PAGE>
                              FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                     Six
                                    Mos.
                                    Ended
                                   6/30/96    1995      1994      1993      1992      1991
                                   -------   -------   -------   -------   -------   -------
<S>                                <C>       <C>       <C>       <C>       <C>       <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
  period.........................  $ 21.74   $ 17.60   $ 17.90   $ 14.33   $ 11.87   $ 10.00
Net investment income............      .18       .37       .30       .21       .20       .22
Net realized and unrealized gain
  on securities..................     2.30      5.76      1.08      5.03      3.20      2.42
                                   -------   -------   -------   -------   -------   -------
      Total from investment
        operations...............     2.48      6.13      1.38      5.24      3.40      2.64
Less:
Dividends from net investment
  income*
    To Preference Stockholders...      .03       .06       .07       .07       .08       .08
    To Common Stockholders.......      .08       .33       .22       .18       .20       .14
Distributions from capital gains*
    To Common Stockholders.......      .12      1.60      1.39      1.42       .66       .44
Returns of capital*
    To Common Stockholders.......       --        --        --        --        --       .11
                                   -------   -------   -------   -------   -------   -------
      Total distributions........      .23      1.99      1.68      1.67       .94       .77
                                   -------   -------   -------   -------   -------   -------
Net asset value, end of period...  $ 23.99   $ 21.74   $ 17.60   $ 17.90   $ 14.33   $ 11.87
                                   -------   -------   -------   -------   -------   -------
                                   -------   -------   -------   -------   -------   -------
Per share market value, end of
  period.........................    24.00     20.88     15.75     15.50     11.63      9.25
TOTAL INVESTMENT RETURN(%).......    14.56+    45.65     12.30     47.68     36.71     29.00
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period(000)...  321,908   292,548   226,639   218,868   165,600   131,640
Ratio of expenses to average net
  assets(%)......................      .45++     .62       .65       .77       .88       .96
Ratio of net investment income to
  average net assets(%)..........     1.52++    1.69      1.51      1.17      1.42      1.78
Portfolio turnover rate(%).......     3.52+     8.27     11.73     15.14     18.56     16.69
Average commission rate paid
  (cent per share)...............     6.98      6.89      7.11
</TABLE>
 
- ---------
*  Computed on the basis of the Corporation's status as a "regulated investment
   company" for Federal income tax purposes, except for the six months ended
   6/30/96 which are estimated.
 
+  Not annualized.
 
++ Annualized.
 
                                     [ 14 ]
<PAGE>
                          INDEPENDENT AUDITORS' REPORT
 
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
    CENTRAL SECURITIES CORPORATION
 
   We have audited the accompanying statement of assets and liabilities,
including the statement of investments of Central Securities Corporation as of
June 30, 1996, and the related statement of operations for the six months then
ended, the statements of changes in net assets for the six months ended June 30,
1996 and the year ended December 31, 1995, and the financial highlights for the
six months ended June 30, 1996 and for each of the years in the five-year period
ended December 31, 1995. These financial statements and financial highlights are
the responsibility of the Corporation's management. Our responsibility is to
express an opinion on these financial statements and financial highlights based
on our audits.
 
   We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of June
30, 1996 by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
 
   In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Central Securities Corporation as of June 30, 1996, the results of its
operations for the six months then ended, the changes in its net assets for the
six months ended June 30, 1996 and the year ended December 31, 1995, and the
financial highlights for the six months ended June 30, 1996 and for each of the
years in the five-year period ended December 31, 1995, in conformity with
generally accepted accounting principles.
 
   Also, in our opinion, the information set forth as of June 30, 1996 and
December 31, 1995 and for the six months ended June 30, 1996 and 1995 in the
table appearing on page 3 is fairly stated in all material respects in relation
to the financial statements from which it has been derived.
 


                                        KPMG PEAT MARWICK LLP
 
New York, N. Y.
July 24, 1996
 
                                     [ 15 ]
<PAGE>
                               BOARD OF DIRECTORS
 
DONALD G. CALDER                                    DUDLEY D. JOHNSON
   Partner                                             President
   G. L. Ohrstrom & Co.                                Young & Franklin Inc.
   New York, N. Y.                                     Liverpool, N. Y.
 
JAY R. INGLIS                                       WILMOT H. KIDD
   Executive Vice President                            President
   Holt Corporation
   New York, N. Y.
 
                              C. CARTER WALKER, JR.
                                Private Investor

                              GARDINER S. ROBINSON
                                Director Emeritus
 
                                   OFFICERS
 
                          WILMOT H. KIDD, President
                          CHARLES N. EDGERTON, Vice President and Treasurer
                          KAREN E. RILEY, Secretary
 
                                   OFFICE
 
                    375 Park Avenue, New York, N. Y. 10152
                               212-688-3011
 
                          CUSTODIAN

                            The Chase Manhattan Bank, N.A.
                              770 Broadway, New York, N. Y. 10003
 
                          TRANSFER AGENT AND REGISTRAR

                            First Chicago Trust Company of New York
                             P.O. Box 2500, Jersey City, N.J. 07303-2500
 
                          INDEPENDENT AUDITORS

                           KPMG Peat Marwick LLP
                            345 Park Avenue, New York, N. Y. 10154
 
                                     [ 16 ]


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