STRONG SCHAFER VALUE FUND INC
N-30D, 1996-11-25
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<PAGE>

 THE
                                  STRONG SCHAFER
                                    VALUE FUND
                       ANNUAL REPORT o SEPTEMBER 30, 1996

[PHOTO OF MAN & BOY WITH BASEBALL BAT]

[PICTURE OF GRAPH SLOPING UPWARD]

                   [PICTURE OF PIE CHART EMPHASIZING STOCKS]

                             DESIGNED FOR INVESTORS
                               SEEKING LONG-TERM
                              CAPITAL APPRECIATION

                                 [STRONG LOGO]

                                  STRONG FUNDS

<PAGE>

EIGHT BASIC PRINCIPLES FOR SUCCESSFUL MUTUAL FUND INVESTING

These  common-sense rules are followed by many successful  investors.  They make
sense for beginners,  too. If you have a question on these principles,  or would
like to discuss them with us, please contact us at 1-800-368-3863. We're here 24
hours a day, seven days a week to take your call.

- ---------------------------------------1----------------------------------------
                                  Have a plan.

[PICTURE OF FOLDER LABELED INVESTMENTS]
Even a simple plan can help you take control of your  financial  future.  Review
your plan once a year, or if your circumstances change.

- ---------------------------------------2----------------------------------------
                      Start investing as soon as possible.

[PICTURE OF CLOCK]
Make time a valuable  ally. Let it put the power of compounding to work for you,
while helping to reduce your potential investment risk.

- ---------------------------------------3----------------------------------------
                           Diversify your portfolio.

[PICTURE OF PIE CHART OF ASSET DIVERSIFICATION]
By investing in different  asset  classes - stocks,  bonds,  and cash - you help
protect  against poor  performance  in one type of  investment  while  including
investments most likely to help you achieve your important goals.

- ---------------------------------------4----------------------------------------
                               Invest regularly.

[PICTURE OF MEMO REMINDER TO INVEST]
Investing is a process,  not a one-time event.  By investing  regularly over the
long term, you reduce the impact of short-term market gyrations,  and you attend
to your long-term plan before you're tempted to spend those assets on short-term
needs.

- ---------------------------------------5----------------------------------------
                       Maintain a long-term perspective.

[PICTURE OF GRAPH SLOPING UPWARD]
For  most  individuals,  the best  discipline  is  staying  invested  as  market
conditions change. Reactive,  emotional investment decisions are all too often a
source of regret - and of principal loss.

- ---------------------------------------6----------------------------------------
             Consider stocks to help achieve major long-term goals.

[PICTURE OF PIE CHART OF ASSET DIVERSIFICATION EMPASIZING STOCKS]
Over time,  stocks have  provided the more powerful  returns  needed to help the
value of your investments stay well ahead of inflation.

- ---------------------------------------7----------------------------------------
              Keep a comfortable amount of cash in your portfolio.

[PICTURE OF DOLLAR SIGN]
To meet current needs, including emergencies, use a money market fund or a bank
account - not your long-term investment assets.

- ---------------------------------------8----------------------------------------
                            Know what you're buying.

[PICTURE OF MAGNIFYING GLASS]
Make sure you understand the potential risks and rewards associated with each of
your investments.  Ask questions...request  information...make up your own mind.
And choose a fund company that helps you make informed investment decisions.


<PAGE>

                  THE
                                  STRONG SCHAFER
                                    VALUE FUND
                       ANNUAL REPORT o SEPTEMBER 30, 1996


                                TABLE OF CONTENTS

INVESTMENT REVIEWS
       The Strong Schafer Value Fund...................................2


FINANCIAL INFORMATION

       Schedule of Investments.........................................5

       Statement of Operations.........................................7

       Statement of Assets and Liabilities.............................7

       Statement of Changes in Net Assets..............................8

       Notes to Financial Statements...................................9


FINANCIAL HIGHLIGHTS..................................................11


REPORT OF INDEPENDENT ACCOUNTANTS.....................................12




<PAGE>


The Strong  SCHAFER VALUE Fund
================================================================================
The Strong Schafer Value Fund seeks  long-term  capital  appreciation  through a
portfolio composed primarily of stocks. Current income is a secondary objective.


A STRONG ALLIANCE
We would like to take this  opportunity to thank our long-term  shareholders for
their  continued  confidence  in us, and to welcome  new  shareholders  who have
joined the Fund since we formed an alliance with Strong Capital Management, Inc.
in January of this year.

While our alliance with Strong helps us widen our  distribution  capability  and
increases the number of services we can offer shareholders,  it in no way alters
the approach we use to manage the Fund.  We will  continue to run the  portfolio
according to the same highly-defined,  value-oriented  investment approach we've
used since the Fund's inception over 10 years ago.


    AVERAGE ANNUAL TOTAL RETURNS(1)
           as of 9-30-96

  TIME    STRONG SCHAFER     S&P 500
  PERIOD    VALUE FUND    STOCK INDEX*

  1-year      12.99%         20.33%

  5-year      17.80%         15.23%

  10-year     15.57%         14.99%


PERFORMANCE RECAP
As you may know,  the 12-month  period  ended  September  30, 1996,  has been an
exciting time for stock investors.  After hitting an all-time high in early June
of 1996, the market corrected sharply through June and July, then rallied to new
highs in mid-September.

As is our philosophy,  we remained fully invested  throughout the period,  which
means we participated  fully in the market's ups, and its downs.  After the dust
settled,  the Fund ended with a respectable  12.99% return.  This lagged the S&P
500's return primarily due to the market's preoccupation with high-flying growth
stocks,  which we tend to avoid. For longer-term periods, we remain ahead of the
S&P 500.*


OUR UNAMBIGUOUS APPROACH
Many stock fund  managers use a "top-down"  investment  approach--they  evaluate
economic  conditions,  interest rate scenarios,  even sociological  trends in an
attempt to identify themes or sectors that appear  attractive.  We prefer to use
an approach that's less ambiguous and more "bottom-up."

We look for two things in a stock:  earnings  that are  growing  faster than the
market  (as  measured  by the  S&P 500  Stock  Index),  and a  price-to-earnings
multiple that's below that of the market. Or, to put it another way, we look for
stocks with above-average  earnings growth selling at a discount. If we can find
relatively  inexpensive stocks that offer growing earnings, we believe they will
provide solid long-term  growth  potential  regardless of what's  happening with
interest rates or the market as a whole.

One  advantage  of our  approach  is  that  it  enables  us to  find  attractive
opportunities in areas of the market that are out of favor. For example...

*  Earlier this year,  insurance  stocks were hurt by rising interest rates, and
   many investors decided to avoid that sector of the market. However, using our
   criteria, we added to an insurance stock--THE  PROGRESSIVE  CORPORATION--that
   we already owned and that we continue to believe is attractive. As writers of
   substandard  auto  insurance,  this company  isn't very "sexy." But they know
   their  business  and they know how to make a profit.  They've  established  a
   record of growing  earnings,  and the stock's  price  versus its  earnings is
   still lower than that of the market.

*  UCAR is a  company  that  makes  graphite  electrodes  for the  electric  arc
   furnaces used in "mini-mill"  steel  factories.  "Mini-mills" are one part of
   the steel  business that has grown at a healthy  rate.  UCAR--as the low cost
   producer--has about 40% of the market for graphite cathodes,  a vital part of
   electric  arc mills.  Moreover,  they appear to be the only  company with the
   capacity to keep pace with  demand.  So we foresee the company  being able to
   increase earnings over the next several years, even though they operate in an
   industry that is currently experiencing little growth.

Another   important  part  of  our   straightforward   investment   approach  is
diversification.  Our goal is to maintain approximately equal weightings in each
stock we own. By weighting  each stock  equally,  we can't get enamored with any
one stock. In addition,  we limit our exposure to any particular industry to 20%
of the portfolio  (normally,  our  commitments  are closer to 10% of assets in a
single industry).

2
<PAGE>

Just as important as our buying strategy is our selling strategy. We monitor the
portfolio  constantly,  and if a stock fails to measure up-- either  because its
earnings growth doesn't meet expectations, its price rises to the point where it
no longer  represents a good value,  or its  fundamentals  change--we'll  likely
replace it with a stock that we believe offers a better  opportunity for growth.
At the end of  September  1996,  the Fund  held 45  stocks.  The table on page 4
indicates that we continue to find stocks which meet our investment criteria.

Of course,  because we invest in stocks,  the Fund's share price will fluctuate,
and  conditions in the stock market will affect our holdings.  But over time, we
believe our approach  offers  investors an  opportunity  to  participate  in the
growth potential of stocks with less volatility than the market as a whole.


OUTLOOK
We  believe  that  stocks  are the  place to be if you're a  long-term  investor
pursuing growth.  While the market will always be subject to volatility,  equity
investors have historically been rewarded with attractive  returns over the long
run. Accordingly,  it is important to maintain a disciplined strategy...you have
to be selective about what you buy, disciplined about when you sell, and patient
when you own good, undervalued stocks.

For our part,  we intend to continue  applying our  value-oriented,  disciplined
approach, which has proven its ability to add value for our shareholders.  Thank
you for your  investment  in the Strong  Schafer  Value Fund. We look forward to
serving your investment needs in the years to come.

[PHOTO OF DAVID K. SCHAFER]

Sincerely,

/s/David K. Schafer

David K. Schafer
Portfolio Manager
Strong Schafer Value Fund, Inc.

- --------------------------------------------------------------------------------
             GROWTH OF AN ASSUMED $10,000 INVESTMENT           AVERAGE ANNUAL 
                     from 9-30-86 to 9-30-96                   TOTAL RETURNS(1)
                                                                as of 9-30-96  
            THE STRONG SCHAFER                                                 
                 VALUE FUND            S & P 500 INDEX            1-year      
                 ----------            ---------------            12.99%      
3-86              10,000                   10,000                             
12-86             10,544                   10,557                 5-year      
12-87             10,501                   11,112                 17.80%      
12-88             12,390                   12,957                             
12-89             16,113                   17,063                 10-year     
12-90             14,491                   16,533                 15.57%      
12-91             20,420                   21,570                             
12-92             24,223                   23,213             Since inception 
12-93             30,043                   25,553              (on 10-22-85)  
12-94             28,759                   25,890                 14.96%      
12-95             38,579                   35,619                             
9-96              42,498                   40,427                
                                      

This graph,  prepared in  accordance  with SEC  regulations,  compares a $10,000
investment  in the  Fund,  made on  9-30-86,  with a similar  investment  in the
Standard  & Poor's 500 Stock  Index  ("S&P 500  Index").*  Results  include  the
reinvestment  of all dividends and capital gains  distributions.  Source for the
index data is Micropal.  Performance is historical and does not represent future
results. Investment returns and principal value vary, and you may have a gain or
loss when you sell Fund shares.

- --------------------------------------------------------------------------------

*    The  Standard  and Poor's 500 Stock Index ("S&P 500  Index")is an unmanaged
     index generally representative of the U.S. stock market.

1    Average annual total return  measures  change in the value of an investment
     as an  annualized  average,  assuming  reinvestment  of all  dividends  and
     capital  gains.  Performance  is historical  and does not represent  future
     results.

<PAGE>
<TABLE>


                                                                       PORTFOLIO HOLDINGS,
                                                               EARNINGS PER SHARE ESTIMATES, AND
                                                               PRICE/EARNINGS RATIOS (UNAUDITED)
                                        ====================================================================================
<CAPTION>
                                         CLOSING PRICE                  EARNINGS PER SHARE              PRICE/EARNINGS RATIO
SECURITY                                   (9-30-96)            1995A         1996E         1997E          1996E     1997E
<S>                                         <C>                 <C>           <C>           <C>             <C>      <C>
Lasalle Re Holdings, Ltd. ................. 23.50               4.50          4.50          4.65            5.2      5.1
Ford Motor Company ........................ 31.25               3.65          3.10          5.00           10.1      6.3
Chrysler Corporation ...................... 28.63               3.10          4.00          4.38            7.2      6.5
IBP, inc. ................................. 23.25               2.90          3.10          3.50            7.5      6.6
Owens Corning Corporation ................. 36.88               4.60          4.70          5.50            7.8      6.7
Philips Electronics NV ADR ................ 35.88               4.60          4.15          5.10            8.6      7.0
Lafarge Corporation ....................... 18.63               1.85          2.15          2.50            8.7      7.5
Hanson PLC ADR ............................ 12.38               1.45          1.50          1.60            8.3      7.7
Paine Webber Group, Inc. .................. 21.00               1.50          2.40          2.60            8.8      8.1
Inco, Ltd. ................................ 30.75               1.90          2.25          3.80           13.7      8.1
Borg-Warner Automotive, Inc. .............. 35.50               3.15          3.65          4.35            9.7      8.2
Burlington Industries, Inc. ...............  9.88               1.05          1.10          1.15            9.0      8.6
Carpenter Technology Corporation .......... 35.00               2.81          3.55          4.00            9.9      8.8
Cummins Engine Co., Inc. .................. 39.38               5.20          3.90          4.30           10.1      9.2
The Goodyear Tire & Rubber Company ........ 46.13               4.02          4.45          4.95           10.4      9.3
Old Republic International Corporation .... 24.75               2.43          2.31          2.65           10.7      9.4
First Chicago Corporation ................. 45.25               3.70          4.30          4.80           10.5      9.4
Asia Pulp & Paper Company, Ltd. ADR ....... 11.88               1.00          0.65          1.25           18.3      9.5
Avnet, Inc. ............................... 48.50               3.30          4.35          5.00           11.1      9.7
Singer Company NV ......................... 20.63               1.89          1.65          2.10           12.5      9.8
The Chase Manhattan Corporation ........... 80.13               5.75          6.95          8.00           11.5     10.0
Philip Morris Companies, Inc. ............. 89.75               6.50          7.65          8.75           11.7     10.3
Owens Illinois, Inc. ...................... 17.50               1.40          1.55          1.70           11.3     10.3
Mellon Bank Corporation ................... 59.25               4.50          5.15          5.70           11.5     10.4
Ultramar Corporation ...................... 30.25               1.15          2.40          2.85           12.6     10.6
Citicorp .................................. 90.63               7.15          7.50          8.50           12.1     10.7
KeyCorp ................................... 44.00               3.70          3.75          4.05           11.7     10.9
UCAR International, Inc. .................. 40.50               1.87          3.00          3.50           12.7     10.9
The W. R. Berkley Corporation ............. 45.75               2.80          3.80          4.15           12.0     11.0
Cyprus Amax Minerals Company .............. 21.50               4.45          1.50          1.85           14.3     11.6
Canadian National Railway Company ......... 20.50               1.24          1.56          1.75           13.1     11.7
Burlington Northern Santa Fe, Inc. ........ 84.38               3.85          6.00          7.10           14.1     11.9
Merrill Lynch & Company, Inc. ............. 65.63               5.35          5.80          5.50           11.3     11.9
Tektronix, Inc. ........................... 40.88               2.50          3.00          3.40           13.6     12.0
Reebok International, Ltd. ................ 34.75               2.63          2.60          2.80           13.4     12.4
Federal Express Corporation ............... 79.25               5.30          5.40          6.25           14.7     12.7
Archer Daniels Midland Company ............ 19.25               1.45          1.35          1.50           14.3     12.8
YPF Sociedad Anonima ADR .................. 22.88               1.35          1.80          1.75           12.7     13.1
The May Department Stores Company ......... 48.63               2.95          3.10          3.35           15.7     14.5
Atlantic Richfield Company ................127.50               8.15          8.30          8.70           15.4     14.7
The Progressive Corporation ............... 57.25               3.02          3.25          3.80           17.6     15.1
Exxon Corporation ......................... 83.25               4.75          5.15          5.50           16.2     15.1
Circuit City Stores, Inc. ................. 36.13               1.82          1.95          2.30           18.5     15.7
Whirlpool Corporation ..................... 50.63               2.75          2.30          3.20           22.0     15.8
Hughes Electronics Corporation ............ 57.75               2.77          2.95          3.25           19.6     17.8

                                                                                                           -------------
AVERAGE PRICE/EARNINGS RATIO                                                                               13.2     11.4

S&P 500 INDEX                              701.20              37.40         41.00         43.75           17.1     16.0

A=ACTUAL   E=ESTIMATE
</TABLE>

4
<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS                                                             September 30, 1996
- ----------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                UNIT                              % OF 
                                                  AVERAGE      MARKET                  MARKET      NET
SHARES       SECURITY                            UNIT COST      VALUE    % CHANGE       VALUE     ASSETS
- ----------------------------------------------------------------------------------------------------------
COMMON STOCK
AUTO PARTS
<S>                                                <C>      <C>           <C>     <C>             <C>  
   230,100   Borg-Warner Automotive, Inc.          $28.02   $   35.500    26.70%  $  8,168,550    2.10%
   165,000   The Goodyear Tire & Rubber Company     47.19       46.125    (2.26)     7,610,625    1.95
                                                                                    ----------    ----
                                                                                    15,779,175    4.05
                                                                                    ----------    ----
AUTOMOTIVE
   309,000   Chrysler Corporation                   25.98       28.625    10.18      8,845,125    2.27
   268,800   Ford Motor Company                     33.21       31.250    (5.90)     8,400,000    2.16
                                                                                    ----------    ----
                                                                                    17,245,125    4.43
                                                                                    ----------    ----
BANKS
   121,000   The Chase Manhattan Corporation        70.65       80.125    13.41      9,695,125    2.49
    86,000   Citicorp                               90.45       90.625     0.19      7,793,750    2.00
   206,500   First Chicago Corporation              33.28       45.250    35.97      9,344,125    2.40
   202,300   KeyCorp                                31.65       44.000    39.02      8,901,200    2.29
   162,500   Mellon Bank Corporation                43.92       59.250    34.90      9,628,125    2.47
                                                                                    ----------    ----
                                                                                    45,362,325   11.65
                                                                                    ----------    ----
BROKERAGE
   131,700   Merrill Lynch & Company, Inc.          44.78       65.625    46.55      8,642,813    2.22
   365,000   Paine Webber Group, Inc.               17.90       21.000    17.32      7,665,000    1.97
                                                                                    ----------    ----
                                                                                    16,307,813    4.19
                                                                                    ----------    ----
CONTAINER
   598,100   Owens Illinois, Inc. +                 16.27       17.500     7.56     10,466,750    2.69
                                                                                    ----------    ----

DIVERSIFIED
   117,700   Hughes Electronics Corporation         35.78       57.750    61.40      6,797,175    1.74
   534,600   Hanson PLC ADR                         16.05       12.375   (22.90)     6,615,675    1.70
                                                                                    ----------    ----
                                                                                    13,412,850    3.44
                                                                                    ----------    ----
ELECTRONICS
   192,500   Avnet, Inc.                            41.66       48.500    16.42      9,336,250    2.40
   232,500   Tektronix, Inc.                        37.37       40.875     9.38      9,503,438    2.44
                                                                                    ----------    ----
                                                                                    18,839,688    4.84
                                                                                    ----------    ----
ENERGY
    66,000   Atlantic Richfield Company            111.55      127.500    14.30      8,415,000    2.16
    83,300   Exxon Corporation                      69.67       83.250    19.49      6,934,725    1.78
   204,500   Ultramar Corporation                   24.27       30.250    24.64      6,186,125    1.59
   402,200   YPF Sociedad Anonima ADR               19.61       22.875    16.65      9,200,325    2.36
                                                                                    ----------    ----
                                                                                    30,736,175    7.89
                                                                                    ----------    ----
FOOD
   371,910   Archer Daniels Midland Company         15.14       19.250    27.15      7,159,267    1.84
   385,000   IBP, inc.                              26.24       23.250   (11.39)     8,951,250    2.30
                                                                                    ----------    ----
                                                                                    16,110,517    4.14
                                                                                    ----------    ----
HOUSEHOLD APPLIANCES
   264,200   Philips Electronics NV ADR             36.69       35.875    (2.22)     9,478,175    2.43
   481,900   Singer Company NV                      18.72       20.625    10.18      9,939,187    2.55
   128,400   Whirlpool Corporation                  54.04       50.625    (6.32)     6,500,250    1.67
                                                                                    ----------    ----
                                                                                    25,917,612    6.65
                                                                                    ----------    ----
HOUSING
   469,000   Lafarge Corporation                    20.30       18.625    (8.25)     8,735,125    2.24
   247,600   Owens-Corning Corporation              38.93       36.875    (5.28)     9,130,250    2.35
                                                                                    ----------    ----
                                                                                    17,865,375    4.59
                                                                                    ----------    ----
INSURANCE
   382,100   LaSalle Re Holdings, Ltd.              22.69       23.500     3.57      8,979,350    2.31
   392,500   Old Republic International Corporation 17.52       24.750    41.27      9,714,375    2.49
   169,200   The Progressive Corporation            37.37       57.250    53.20      9,686,700    2.49
   203,900   The W.R. Berkley Corporation           40.56       45.750    12.80      9,328,425    2.39
                                                                                    ----------    ----
                                                                                    37,708,850    9.68
                                                                                    ----------    ----
MACHINERY
   239,200   Cummins Engine Co., Inc.               40.65       39.375    (3.14)     9,418,500    2.42
                                                                                    ----------    ----
METALS & MINING
   419,300   Cyprus Amax Minerals Company           25.91       21.500   (17.02)     9,014,950    2.32
   281,200   INCO, Ltd.                             30.67       30.750     0.26      8,646,900    2.22
                                                                                    ----------    ----
                                                                                    17,661,850    4.54
                                                                                    ----------    ----


                                                                                                                      5    

                                            See   notes  to   financial statements.
<PAGE>
SCHEDULE OF INVESTMENTS (continued)                                                             September 30, 1996
- ----------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                UNIT                              % OF 
                                                  AVERAGE      MARKET                  MARKET      NET
SHARES       SECURITY                            UNIT COST      VALUE    % CHANGE       VALUE     ASSETS
- ----------------------------------------------------------------------------------------------------------
PAPER
   766,000   Asia Pulp & Paper Company, Ltd. ADR + $11.19   $   11.875     6.12%  $  9,096,250    2.34%
                                                                                   -----------   -----

RETAIL
   282,300   Circuit City Stores, Inc.              28.24       36.125    27.92     10,198,088    2.62
   163,500   The May Department Stores Company      36.15       48.625    34.51      7,950,187    2.04
                                                                                   -----------   -----
                                                                                    18,148,275    4.66
                                                                                   -----------   -----
SHOE & APPAREL
   547,900   Burlington Industries, Inc. +          11.83        9.875   (16.53)     5,410,513    1.39
   272,000   Reebok International, Ltd.             28.06       34.750    23.84      9,452,000    2.43
                                                                                   -----------   -----
                                                                                    14,862,513    3.82
                                                                                   -----------   -----
STEEL
   266,300   Carpenter Technology Corporation       32.14       35.000     8.90      9,320,500    2.39
   230,000   UCAR International, Inc. +             40.52       40.500    (0.05)     9,315,000    2.39
                                                                                   -----------   -----
                                                                                    18,635,500    4.78
                                                                                   -----------   -----
TOBACCO
    86,400   Philip Morris Companies, Inc.          69.52       89.750    29.10      7,754,400    1.99
                                                                                   -----------   -----

TRANSPORTATION
    35,000   Burlington Northern Santa Fe, Inc.     84.18       84.375     0.23      2,953,125    0.76
   410,200   Canadian National Railway Company      17.14       20.500    19.60      8,409,100    2.16
   116,300   Federal Express Corporation +          67.94       79.250    16.65      9,216,775    2.37
                                                                                   -----------   -----
                                                                                    20,579,000    5.29
                                                                                   -----------   -----
  TOTAL COMMON STOCK (Cost $343,845,024)                                           381,908,543   98.08
                                                                                   -----------   -----

 PRINCIPAL
  AMOUNT      CASH EQUIVALENTS
- --------------------------------------------------------------------------------
              Commercial Paper
              ----------------
$2,500,000   Associates Corporation, due 10/2/96, 5.25%                              2,500,000    0.64
 3,500,000   CIT Group Holdings, due 10/4/96, 5.35%                                  3,500,000    0.90
 2,500,000   General Electric Capital Corporation, due 10/1/96, 5.41%                2,500,000    0.64
 2,500,000   General Electric Capital Corporation, due 10/3/96, 5.28%                2,500,000    0.64
 5,000,000   Prudential Fund Corporation, due 10/2/96, 5.33%                         5,000,000    1.29
 3,500,000   Prudential Fund Corporation, due 10/4/96, 5.26%                         3,500,000    0.90
                                                                                  ------------  ------
                                                                                    19,500,000    5.01
                                                                                  ------------  ------

              Variable Rate Demand Notes
              --------------------------
   703,948   American Family Financial Services, Inc., 5.20%                           703,948    0.18
   968,839   General Mills, Inc., 5.19%                                                968,839    0.25
   230,890   Johnson Controls, Inc., 5.22%                                             230,890    0.06
   590,162   Eli Lilly & Company, 5.02%                                                590,162    0.15
   879,333   Sara Lee Corporation, 5.17%                                               879,333    0.22
 2,689,210   Warner Lambert Company, 5.17%                                           2,689,210    0.70
                                                                                  ------------  ------
                                                                                     6,062,382    1.56
                                                                                  ------------  ------

              TOTAL CASH EQUIVALENTS (Cost $25,562,382)                             25,562,382    6.57
                                                                                  ------------  ------
              TOTAL INVESTMENTS (Cost $369,407,406)                                407,470,925  104.65
              Excess of Other Liabilities Over Other Assets                        (18,089,057)  (4.65)
                                                                                  ------------  ------
              NET ASSETS APPLICABLE TO OUTSTANDING CAPITAL SHARES                 $389,381,868  100.00%
                                                                                  ============  ====== 

+  Non-Income producing security.
ADR-American Depository Receipt.

6

                                            See notes to financial statements.
</TABLE>

<PAGE>
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the Year Ended September 30, 1996


INCOME:
   Dividends (Net of withholding tax of $114,979)                 $ 5,975,544
   Interest                                                           690,821
                                                                    ---------
   Total Income                                                     6,666,365
EXPENSES:
   Investment Advisory Fees                                         2,649,217
   Shareholder Servicing Costs                                        425,408
   Federal and State Registration Fees                                136,216
   Professional Fees                                                   89,684
   Other                                                               48,679
   Reports to Shareholders                                             34,651
   Custodian Fees                                                      25,614
   Unaffiliated Director's Fees                                         6,000
                                                                    ---------
   Total Expenses                                                   3,415,469
                                                                    ---------
NET INVESTMENT INCOME                                               3,250,896
REALIZED AND UNREALIZED GAIN:
   Net Realized Gain on Investments                                10,300,245
   Change in Unrealized Appreciation on Investments                18,447,604
                                                                   ----------
NET GAIN                                                           28,747,849
                                                                   ----------
NET INCREASE IN NET ASSETS FROM OPERATIONS                        $31,998,745
                                                                  ===========



STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------
September 30, 1996

ASSETS:
   Investments in Securities, at Market Value
   (Cost of $369,407,406)                                        $407,470,925
   Dividends and Interest Receivable                                  738,242
   Receivable from Fund Shares Sold                                   252,974
                                                                  -----------
   Total Assets                                                   408,462,141

LIABILITIES:
   Payable for Securities Purchased                                18,511,017
   Due to Investment Advisor                                          325,922
   Accrued Operating Expenses and Other Liabilities                   211,549
   Payable for Fund Shares Redeemed                                    31,785
                                                                   ----------
   Total Liabilities                                               19,080,273
                                                                   ----------
NET ASSETS                                                       $389,381,868
                                                                 ============
NET ASSETS COMPRISED:
   Capital Stock (authorized 250,000,000 shares;
     issued and outstanding 8,235,795 shares, $.10 par value)    $    823,580
   Paid-in Capital                                                337,967,288
   Accumulated Undistributed Net Investment Income                  2,458,289
   Accumulated Net Realized Gains                                  10,069,192
   Net Unrealized Appreciation of Investments                      38,063,519
                                                                   ----------
   Net Assets                                                    $389,381,868
                                                                 ============

Net Asset, Offering and Redemption Price Per Share                 $    47.28
                                                                   ==========

                       See notes to financial statements.

                                                                               7
<PAGE>

<TABLE>

STATEMENT OF CHANGES IN NET ASSETS
- -----------------------------------------------------------------------------------------------------------
For the Years Ended September 30, 1996 and 1995


<CAPTION>

                                                                YEAR ENDED          YEAR ENDED
                                                              SEPT. 30, 1996      SEPT. 30, 1995
                                                              --------------      --------------
<S>                                                            <C>                 <C>    
OPERATIONS:
   Net Investment Income                                       $  3,250,896        $  1,145,496
   Net Realized Gain on Investments                              10,300,245           5,085,553
   Change in Unrealized Appreciation on Investments              18,447,604          17,854,790
                                                                 ----------          ----------
   Increase in Net Assets from Operations                        31,998,745          24,085,839

CAPITAL SHARE TRANSACTIONS:
   Net Proceeds from Sales of Shares                            270,574,644          86,479,502
   Dividends Reinvested                                           6,479,401           3,972,087
   Cost of Shares Redeemed                                      (76,034,374)        (15,553,119)
                                                                -----------         ----------- 
   Increase in Net Assets from Capital Share Transactions       201,019,671          74,898,470


DISTRIBUTIONS PAID:
   From Net Investment Income                                    (1,590,270)           (689,275)
   From Net Realized Gain on Investments                         (5,314,873)         (3,425,487)
                                                                 ----------          ---------- 
   Decrease in Net Assets from Distributions Paid                (6,905,143)         (4,114,762)
                                                                 ----------          ---------- 
TOTAL INCREASE IN NET ASSETS                                    226,113,273         94,869,547

NET ASSETS:
   Beginning of Year                                            163,268,595          68,399,048
                                                                -----------          ----------
   End of Year (Including undistributed net investment
   income of $2,458,289 and $797,663, respectively)            $389,381,868        $163,268,595
                                                               ============        ============
</TABLE>

                       See notes to financial statements.

8
<PAGE>


NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
September 30, 1996

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     Strong  Schafer Value Fund,  Inc. (the "Fund"),  formerly  known as Schafer
     Value Fund, Inc. (see note 5), was incorporated under the laws of the State
     of Maryland on August 12,  1985,  and is  registered  under the  Investment
     Company Act of 1940,  as amended,  as an open-end,  diversified  management
     investment company.

     The following is a summary of significant  accounting  policies followed by
     the Fund in the preparation of its financial statements.

     (A)  Security  Valuation -- Securities  traded on any stock  exchange or in
          the NASDAQ  national  market  system will  ordinarily be valued on the
          basis of the  latest  sale  price as of the close of the  Exchange  on
          which they are traded on the date of  valuation  or, in the absence of
          any sale on that date and in the case of the over-the-counter  market,
          the  mean  of the  latest  reported  bid  and  ask  price,  if  market
          quotations  are readily  available.  Cash  equivalents  with remaining
          maturities  of 60 days or less are  valued at  amortized  cost,  which
          approximates  current  value.  Any  securities  for which there are no
          readily available market quotations will be valued at their fair value
          as determined in good faith by the Board of Directors.

     (B)  Cash  Equivalents -- The Fund has  investments in short-term  variable
          rate demand  notes,  which are  unsecured  nonnegotiable  instruments.
          These instruments are rated at least A1 by Standard & Poor's. However,
          the Fund may be susceptible to credit risk with respect to these notes
          to the extent the  issuer  defaults  on its  payment  obligation.  The
          Fund's  policy is to monitor  the  creditworthiness  of the issuer and
          does not anticipate nonperformance by these counterparties.

     (C)  Security  Transactions and Investment Income -- Security  transactions
          are  recorded  on  the  trade  date.  Realized  gains  and  losses  on
          investments are calculated on a first-in,  first-out basis.  Dividends
          are recorded on the  ex-dividend  date.  Non-cash  dividend  income is
          recorded  based on the market or fair value of the property  received.
          Interest income is recorded on the accrual basis.

     (D)  Distributions to  Shareholders--  Dividends from net investment income
          to  shareholders  and  distributions  from realized  gains on sales of
          securities  are recorded on the ex-date.  The amount of dividends  and
          distributions  from net  investment  income and net  realized  capital
          gains are determined in accordance with federal income tax regulations
          which may differ from generally accepted  accounting  principles.  The
          "book/tax" differences are either considered temporary or permanent in
          nature.  To the extent these  amounts are  permanent  in nature,  such
          amounts are  reclassified  within the capital  accounts based on their
          federal  tax-basis  treatment;  temporary  differences  do not require
          reclassification.   Dividends  and  distributions   which  exceed  net
          investment  income  and  net  realized  capital  gains  for  financial
          reporting  purposes but not for tax purposes are reported as dividends
          in excess of net investment  income or  distributions in excess of net
          realized  gains.  To the extent they exceed net investment  income and
          net   realized   gains  for  tax   purposes,   they  are  reported  as
          distributions of paid-in capital.

     (E)  Federal  Income Taxes -- The Fund has complied and intends to continue
          to  comply  with  the   requirements  of  the  Internal  Revenue  Code
          applicable to regulated  investment companies and to distribute all of
          its taxable income to its shareholders.  Therefore,  no federal income
          tax provision is required.

2.   CAPITAL SHARE TRANSACTIONS
                                      YEAR ENDED            YEAR ENDED
                                  SEPTEMBER 30, 1996    SEPTEMBER 30, 1995
                                  ------------------    ------------------
     Shares Sold                      6,009,482            2,185,443
     Dividends Reinvested               151,671              119,966
     Shares Redeemed                 (1,681,871)            (421,007)
                                     ----------             -------- 
     Net Increase                     4,479,282            1,884,402
                                      =========            =========

3.   INVESTMENT TRANSACTIONS
     Purchases and proceeds from sales of investment  securities (excluding cash
     equivalents) during the year ended September 30, 1996 were $244,367,020 and
     $45,750,651,  respectively.  The cost  basis of  portfolio  securities  for
     federal  income tax purposes was the same as for book purposes at September
     30, 1996. This consisted of aggregate gross unrealized appreciation for all
     investments  in which  there was an excess  of  market  value  over cost of
     $48,328,576 and aggregate gross unrealized depreciation for all investments
     in which there was an excess of cost over market value of $10,265,057.

4.   INVESTMENT ADVISORY FEES
     Schafer Capital  Management,  Inc. (the "Investment  Advisor") provides the
     Fund with  management  and  investment  advisory  services.  The Investment
     Advisory  Agreement provides that, subject to the direction of the Board of
     Directors of the Fund, the Investment Advisor is responsible for the actual
     management of the Fund's portfolio.  The Investment Advisor is obligated to
     perform certain administrative and management services for the Fund, except
     to the extent these services are provided by any custodian, transfer agent,
     registrar or  administrator  hired by the Fund, and is obligated to provide
     all of the office space,  facilities,  equipment and personnel necessary to
     perform its duties under the  Investment  Advisory  Agreement.  The current
     agreement  provides for a monthly fee computed at an annual rate of 1.0% of
     the Fund's average daily net assets.

     The Investment  Advisor has agreed to reimburse the Fund on a monthly basis
     for all expenses incurred in any fiscal year (exclusive of taxes, interest,
     and  brokerage  fees and  extraordinary  expenses)  which in the  aggregate
     exceed the most restrictive limitation

                                                                               9
<PAGE>


NOTES TO FINANCIAL STATEMENTS (continued)
- --------------------------------------------------------------------------------
September 30, 1996

     prescribed  by any state in which the Fund's  securities  are qualified for
     sale. For the year ended September 30, 1996, no reimbursement was required.

5.   ALLIANCE WITH STRONG
     In January  1996,  the  Investment  Advisor  formed an alliance with Strong
     Capital  Management,  Inc.  ("Strong") and the Fund changed its name to the
     Strong Schafer Value Fund, Inc.  Strong  provides fund accounting  services
     and  shareholder  recordkeeping  and  related  services  to the Fund.  Fund
     accounting  service fees are  contractually  established based upon the net
     asset value of the Fund. Shareholder recordkeeping and related service fees
     are based  upon  contractually  established  rates for each open and closed
     shareholder  account. In addition,  Strong is compensated for certain other
     services related to costs incurred for reports to shareholders.

     Pursuant to a  distribution  agreement,  an indirect  subsidiary of Strong,
     Strong Funds  Distributors,  Inc.,  has agreed to act at the request of the
     Fund  and  the  Investment  Advisor  as the  Fund's  agent  to  effect  the
     distribution  of the Fund's  shares.  No expenses  are incurred by the Fund
     with respect to this agreement.

6.   RELATED PARTIES AND SIGNIFICANT INVESTORS
     At September  30, 1996,  the Fund has been advised that  affiliates  of the
     Investment  Adviser,  and  David  K.  Schafer   (individually),   the  sole
     shareholder of the Investment  Advisor,  directly or indirectly  controlled
     50,726 shares, or 0.62% of the outstanding shares, of the Fund.



10
<PAGE>


FINANCIAL HIGHLIGHTS
<TABLE>
- ---------------------------------------------------------------------------------------------------------------------------
The following presents  information  relating to a share of capital stock of the
Fund, outstanding for the entire period.
<CAPTION>

                                                                   Year Ended September 30
                                                --------------------------------------------------------------  
                                                    1996         1995          1994          1993         1992
                                                    ----         ----          ----          ----         ----
<S>                                             <C>          <C>          <C>           <C>          <C>      
NET ASSET VALUE, BEGINNING OF PERIOD            $   43.46    $   36.54    $    36.21    $   31.59    $   32.21
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------
   Net Investment Income                             0.47         0.36          0.26         0.28         0.42
   Net Realized and Unrealized Gains on Investments  5.00         8.53          1.34         8.00         4.96
                                                     ----         ----          ----         ----         ----
TOTAL FROM INVESTMENT OPERATIONS                     5.47         8.89          1.60         8.28         5.38
LESS DISTRIBUTIONS
- ------------------
   From Net Investment Income                       (0.38)       (0.33)        (0.19)       (0.39)       (0.52)
   From Net Realized Gains                          (1.27)       (1.64)        (1.08)       (3.27)       (5.48)
                                                    -----        -----         -----        -----        ----- 
TOTAL DISTRIBUTIONS                                 (1.65)       (1.97)        (1.27)       (3.66)       (6.00)
                                                    -----        -----         -----        -----        ----- 
NET ASSET VALUE, END OF PERIOD                  $   47.28    $   43.46    $    36.54    $   36.21    $   31.59
                                                =========    =========    ==========    =========    =========

Total Return                                       +12.99%      +26.01%       +4.42%      +28.41%      +18.80%

Net Assets, End of Period (In Thousands)        $  389,382   $  163,269   $   68,399    $  21,403   $   12,195
Ratio of Expenses to Average Net Assets              1.27%        1.28%        1.48%        1.74%        2.08%
Ratio of Net Investment Income to Average 
  Net Assets                                         1.21%        1.18%         0.99%       0.79%        1.20%
Portfolio Turnover Rate                             17.84%       33.19%        28.45%      33.29%       53.03%
Average Commission rate paid (a)                $    0.07
</TABLE>


(a)  Disclosure  required,  effective  for  reporting  periods  beginning  after
     September 1, 1995.



                                                                              11
<PAGE>


REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
To the Shareholders and Board of Directors of the
Strong Schafer Value Fund, Inc.

We have audited the  accompanying  statement of assets and liabilities of Strong
Schafer Value Fund, Inc., including the schedule of investments, as of September
30, 1996,  and the related  statements of operations  and changes in net assets,
and the financial highlights for the year then ended. These financial statements
and financial  highlights are the responsibility of the Fund's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial  highlights based on our audit. The statement of changes in net assets
for the year ended  September 30, 1995 and the financial  highlights for each of
the four years in the period  ended  September  30,  1995 were  audited by other
auditors,  whose report dated October 27, 1995, expressed an unqualified opinion
on such financial statement and financial highlights.

We conducted our audit 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 September 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 audit provides a reasonable basis for our opinion.

In our opinion,  the 1996 financial statements and financial highlights referred
to above present fairly,  in all material  respects,  the financial  position of
Strong  Schafer Value Fund,  Inc. as of September  30, 1996,  the results of its
operations,  the changes in its net assets, and the financial highlights for the
year then ended in conformity with generally accepted accounting principles.



COOPERS & LYBRAND L.L.P.


Milwaukee, Wisconsin
October 29, 1996

12
<PAGE>

                                    SHAREHOLDER PRIVILIGES*

                                  STRONG FUNDS
                             [PICTURE OF TELEPHONE]
                                24-HOUR SERVICE

TELEPHONE  PURCHASE 
Make  additional  investments  into any Strong Fund by calling us  toll-free  at
1-800-368-3863.

TELEPHONE EXCHANGE
If your financial goals change, you can exchange your investments between any of
the Strong Funds.

TELEPHONE REDEMPTION
You can call  toll-free  to redeem your  mutual  fund  shares at any time.  Your
shares will be redeemed no later than the close of the next business day.

                                  STRONG FUNDS
                            [PICTURE OF DOLLAR SIGN]
                               AUTOMATIC EXCHANGE

AUTOMATIC INVESTMENT PLAN
This plan allows you to set up regular  transfers from your bank checking or NOW
account to your Strong Funds account.

PAYROLL DIRECT DEPOSIT PLAN
You can  automatically  transfer  all or a  portion  of your net pay at each pay
period. This eliminates the delay of depositing  paychecks to your bank and then
sending a check through the mail to Strong Funds.

AUTOMATIC EXCHANGE PLAN
This plan  allows you to exchange  money from one Strong  Fund to  another.  For
example,  you may want to set up automatic exchanges from a money market fund to
an equity fund.


    For more information about these privileges, call us at 1-800-368-3863.

To reduce the volume of mail you  receive,  only one copy of certain  materials,
such as  prospectuses  and  shareholder  reports,  is mailed to your  household.
Please call  1-800-368-3863 if you wish to receive  additional  copies,  free of
charge.

 * Each Fund reserves the right to terminate or modify any of these privileges.
<PAGE>


                                                                     Bulk Rate
                                                                    U.S. Postage
                                                                          PAID
                                                                   Milwaukee, WI
                                                                 Permit No. 4134

                    FOR LITERATURE AND INFORMATION REQUESTS,
                              CALL 1-800-368-1030.

                       TO DISCUSS AN EXISTING ACCOUNT OR
                             CONDUCT A TRANSACTION,
                              CALL 1-800-368-3863.

For a prospectus containing more complete information, including management fees
and  expenses,  please  call  1-800-368-1030.  Please read it  carefully  before
investing or sending money.  This annual report does not constitute an offer for
the sale of securities. Strong Funds are offered for sale by prospectus only.

                                  [STRONG LOGO]

                         STRONG FUNDS DISTRIBUTORS, INC.
                                  P.O. Box 2936
                           Milwaukee, Wisconsin 53201
                           http://www.strong-funds.com

                                                                        4006J96P


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