STRONG OPPORTUNITY FUND II INC / WI
N-30D, 1999-03-04
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<PAGE> 




                                   THE STRONG
                                   ---------- 

                               OPPORTUNITY FUND II

                        =================================
                        ANNUAL REPORT o DECEMBER 31, 1998
                        =================================

                               TABLE OF CONTENTS

INVESTMENT REVIEW
    The Strong Opportunity Fund II ........................................2

FINANCIAL INFORMATION
    Schedule of Investments in Securities .................................4
    Statement of Assets and Liabilities ...................................6
    Statement of Operations ...............................................6
    Statements of Changes in Net Assets ...................................7
    Notes to Financial Statements .........................................8

FINANCIAL HIGHLIGHTS .....................................................10

REPORT OF INDEPENDENT ACCOUNTANTS ........................................11



                        [PHOTO OF STRONG FUNDS BUILDING]


                                  [STRONG LOGO]

                            STRONG INVESTMENTS, INC.
                   P.O. Box 2936 o Milwaukee, Wisconsin 53201
              Strong Funds are offered by prospectus only. 10089L98


<PAGE>
                                     ===========
                          THE STRONG OPPORTUNITY FUND II
                          -----------===========--------
FUND 
 HIGHLIGHTS

o    For the year  ended  December  31,  1998,  the Strong  Opportunity  Fund II
     returned 13.54% versus 19.11% for the S&P 400 Midcap Stock Index.*

o    The two areas of outperformance  this year were cable/media and technology.

o    The price of  cable/media  stocks rose as investors  recognized  the area's
     improved cash flow, and market  potential for the services these  companies
     offer.

o    During the fourth quarter,  our investment  methodology  allowed us to find
     areas of opportunity in the technology sector.

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

              AVERAGE ANNUAL 
             TOTAL RETURNS (1)
              As of 12-31-98

         1-year           13.54%

         3-year           18.95%

         5-year           17.01%

Since Inception           19.06%
    (on 5-8-92)

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

              FIVE LARGEST 
             STOCK HOLDINGS 
             As of 12-31-98

SECURITY                  % OF NET ASSETS

Tele-Communications, In              4.1%

Sun Microsystems, Inc.               2.0%

AirTouch Communications              1.9%

Corning, Inc.                        1.9%

Whitman Corporation                  1.9%

Please see the Schedule of Investments 
in Securities for a complete  listing of
the Fund's portfolio.


PERSPECTIVES
FROM THE MANAGERS

/s/Richard Trent Weiss     /s/Marina Carlson
Richard T. Weiss           Marina Carlson
Portfolio Co-manager       Portfolio Co-manager

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

The successful  overweight positions of the Strong Opportunity Fund II have been
in the areas of cable/media and technology. Some of our strongest stocks in 1998
included Cable & Wireless, Sun Microsystems and Texas Instruments. We still have
confidence  in these areas,  but have taken profits in both groups as valuations
have risen and the  risk/reward  profile  that  existed  when we  purchased  our
positions has changed.  Cable/media  should continue to do well,  because demand
for  these  services  tends  to  remain  strong  even  in a  weakening  economic
environment.  We have begun to moderately reduce our exposure to technology,  as
the area's valuations--measured by comparing a stock's price versus its earnings
potential--have  risen to relatively high levels and company earnings  prospects
are somewhat  optimistic. 

One area where we were overly  optimistic  during 1998 was energy. We felt stock
valuations  were  favorable  given a  reasonable  forecast  for oil prices after
factoring in marginally less demand from Asia.  Unfortunately,  the deflationary
effect  from  Asia,  coupled  with  an  exceptionally  warm  winter,  led  to  a
deterioration  of the supply/  demand  balance  and  falling oil prices.  We are
cautiously  optimistic about the  fundamentals  for natural gas and energy,  and
believe this group possesses reasonable value over the long term.

As we look out over the next six months we expect the  economy  to  continue  to
slow, along with the earnings prospects for most companies.  This scenario would
seem to dictate that the narrowness of the market would continue for


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

                                                    PRESENTLY, WE FIND

                                                    EXCEPTIONAL VALUE

                                                    IN SMALLER STOCKS

                                                   WHEN WE LOOK AT THE 

                                                   COMBINATION OF PRICE

                                                  AND EARNINGS POTENTIAL,

                                                   AS COMPARED TO THOSE

                                                   OF LARGE CAP STOCKS.

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

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

(1)  The Fund's returns include the effect of deducting the Fund's expenses, but
     do  not  include  charges  and  expenses  attributable  to  any  particular
     insurance product. Including such insurance fees and expenses in the Fund's
     return quotations has the effect of decreasing the performance quoted.

2
<PAGE>

the near future. From a historical perspective, small- and mid-cap stocks are at
disproportionately  low valuations  compared to large-cap  stocks. It is hard to
predict the point where small- and mid-cap stocks will begin to outperform,  but
we have noted that under  similar  situations in the past,  smaller  stocks have
enjoyed a rally  that  resulted  in solid  outperformance.  The  present  market
conditions  are quite  similar to the 1968 to 1973 market  where we observed the
"Nifty Fifty" effect. It is our belief that the market will turn back to smaller
stocks,  as it did during the 10-year  period  following  the market top of 1973
when smaller stocks outperformed larger stocks by an average of 18% annually.

Presently,  we find  exceptional  value in  smaller  stocks  when we look at the
combination of price and earnings  potential,  as compared to those of large cap
stocks.  As a  result,  from a  fundamental  valuation  discipline  we are  very
optimistic.  While  investors may be tempted to sell mid-cap stocks because they
have been  underperforming,  in doing so they may miss the  point of  subsequent
outperformance. 

We thank you for investing in the Strong  Opportunity  Fund II, and look forward
to continuing to help you achieve your financial goals.


                     GROWTH OF AN ASSUMED $10,000 INVESTMENT
                             From 5-8-92 to 12-31-98
[GRAPH]
                   THE STRONG           S&P 500       Lipper Growth
               OPPORTUNITY FUND II    Stock Index*     Funds Index*

       4-92          10,000             10,000            10,000
      12-92          11,617             10,680            10,922
      12-93          14,541             11,756            12,230
      12-94          15,064             11,912            12,038
      12-95          18,953             16,388            15,968
      12-96          22,393             20,151            18,768
      12-97          28,093             26,874            24,029
      12-98          31,898             34,553            30,203


This graph,  provided in  accordance  with SEC  regulations,  compares a $10,000
investment  in the Fund,  made at its  inception,  with the  performance  of the
Standard & Poor's 500 Stock Index ("S&P 500") and the Lipper Growth Funds Index.
Results   include  the   reinvestment   of  all   dividends  and  capital  gains
distributions.  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 shares.  To equalize time periods,  the indexes'  performance  was
prorated for the month of May 1992.

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

*    The S&P 500 is an  unmanaged  index  generally  representative  of the U.S.
     stock  market.  The S&P  MidCap  400  Stock  Index  is an  unmanaged  index
     generally  representative  of the U.S.  market for medium cap  stocks.  The
     Lipper Growth Funds Index is an  equally-weighted  performance index of the
     largest  qualifying funds in this Lipper category.  Source of the S&P index
     data is  Standard & Poor's  Micropal.  Source of the  Lipper  index data is
     Lipper, Inc.


YOUR FUND'S 
 APPROACH

THE STRONG  OPPORTUNITY FUND II FOCUSES ON STOCKS OF MEDIUM-SIZE  COMPANIES THAT
OFFER  STRONG  GROWTH  POTENTIAL,  BUT  ARE  UNDERPRICED.  RATHER  THAN  RELY ON
TRADITIONAL WALL STREET RESEARCH,  WE APPLY OUR PROPRIETARY PRIVATE MARKET VALUE
APPROACH  TO  FIND  STOCKS  FOR THE  FUND.  WE  FIRST  CONSIDER  COMPANIES  (AND
INDUSTRIES)  THAT ARE OUT OF FAVOR.  THEN WE  DETERMINE  THE PRICE WE BELIEVE AN
INVESTOR  WOULD BE  WILLING  TO PAY FOR AN ENTIRE  COMPANY--ITS  PRIVATE  MARKET
VALUE. A COMPANY WHOSE STOCK PRICE IS LOWER THAN ITS PRIVATE MARKET VALUE MAY BE
ADDED TO THE PORTFOLIO.

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

MARKET 
 HIGHLIGHTS

o    The economy in 1998  remained  relatively  healthy as we enjoyed a moderate
     gain in corporate earnings.

o    We are in the seventh year of rising profits, the longest run in history.

o    A majority of  companies  in the stock  market have begun to  experience  a
     deceleration  in the rate of  profit  growth  over  the past few  quarters,
     resulting  in a very  narrow  market  where the 20 top  growth  stocks  (by
     capitalization)  in the S&P 500 Stock Index (S&P 500)* are  accounting  for
     the bulk of its  gains.  In fact,  through  mid-December,  this group of 20
     stocks  accounted  for 56.0% of total gain of the S&P  500--and  61% of the
     return of all growth stocks.

                                                                             3

<PAGE>

SCHEDULE OF INVESTMENTS IN SECURITIES                         DECEMBER 31, 1998 
- --------------------------------------------------------------------------------
================================================================================
                         STRONG OPPORTUNITY FUND II
================================================================================
                                                       Shares or
                                                       Principal       Value
                                                         Amount       (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCKS 84.5%
Airline 0.3%
Air New Zealand, Ltd. Class B                          1,158,700     $ 1,815,203
Delta Air Lines, Inc.                                     17,300         899,600
                                                                     -----------
                                                                       2,714,803
Auto & Truck Parts 1.2%
Magna International, Inc. Class A                        171,000      10,602,000

Bank - Money Center 2.9%
BankAmerica Corporation                                  192,961      11,601,780
Chase Manhattan Corporation                              187,000      12,727,687
ING Groep NV                                              30,000       1,827,614
UBS AG - Registered Shares (b)                             1,400         430,142
                                                                     -----------
                                                                      26,587,223
Bank - Super Regional 2.2%
Mellon Bank Corporation                                   94,000       6,462,500
Wells Fargo Company                                      340,000      13,578,750
                                                                     -----------
                                                                      20,041,250
Beverage - Soft Drink 1.9%
Whitman Corporation                                      671,900      17,049,462

Chemical - Specialty 3.5%
Morton International, Inc.                               445,000      10,902,500
Praxair, Inc.                                            288,000      10,152,000
Solutia, Inc.                                            470,000      10,516,250
                                                                     -----------
                                                                      31,570,750
Computer - Peripheral Equipment 3.3%
American Power Conversion Corporation (b)                244,000      11,818,750
Quantum Corporation (b)                                  590,000      12,537,500
Seagate Technology, Inc. (b)                             197,800       5,983,450
                                                                     -----------
                                                                      30,339,700
Computer - Personal & Workstation 2.0%
Sun Microsystems, Inc. (b)                               216,000      18,495,000

Computer Software 1.8%
Cadence Design Systems, Inc. (b)                         510,500      15,187,375
Sybase, Inc. (b)                                         173,600       1,285,725
                                                                     -----------
                                                                      16,473,100
Diversified Operations 2.2%
Corning, Inc.                                            390,000      17,550,000
Siebe PLC                                                552,000       2,163,698
                                                                     -----------
                                                                      19,713,698
Electric Power 1.5%
NIPSCO Industries, Inc.                                  450,600      13,715,137

Electronic Parts Distribution 1.6%
Avnet, Inc.                                              190,000      11,495,000
Marshall Industries (b)                                  113,000       2,768,500
                                                                     -----------
                                                                      14,263,500
Electronic Products - Miscellaneous 3.1%
AVX Corporation                                          744,900      12,616,744
General Motors Corporation Class H (b)                   385,500      15,299,531
                                                                     -----------
                                                                      27,916,275
Electronics - Semiconductor/Component 1.9%
Micron Technology, Inc. (b)                               90,000       4,550,625
Texas Instruments, Inc.                                  148,000      12,663,250
                                                                     -----------
                                                                      17,213,875
Food 3.1%
ConAgra, Inc.                                            424,300      13,365,450
Unilever NV                                              173,700      14,406,244
                                                                     -----------
                                                                      27,771,694
Healthcare - Medical Supply 1.4%
Sybron International Corporation (b)                     484,300      13,166,906

Healthcare - Patient Care 3.7%
Healthsouth Corporation (b)                              740,700      11,434,556
Tenet Healthcare Corporation (b)                         456,100      11,972,625
United Healthcare Corporation                            249,800      10,757,013
                                                                     -----------
                                                                      34,164,194
Insurance - Diversified 1.5%
CIGNA Corporation                                        172,700      13,351,869

Insurance - Multi-Line 0.0%
Skandia Forsakrings AB                                    15,000         229,502

Insurance - Property & Casualty 4.4%
ACE, Ltd.                                                389,900      13,427,181
American International Group, Inc.                       144,500      13,962,312
Hartford Financial Services Group, Inc.                  223,700      12,275,538
                                                                     -----------
                                                                      39,665,031
Media - Publishing 2.8%
The E.W. Scripps Company Class A                         264,100      13,138,975
Tribune Company                                          191,700      12,652,200
                                                                     -----------
                                                                      25,791,175
Media - Radio/TV 7.2%
Comcast Corporation Class A                              235,000      13,791,562
Cox Communications, Inc. Class A (b)                     211,000      14,585,375
Tele-Communications, Inc. Liberty Media Group
  Series A (b)                                           405,000      18,655,313
Tele-Communications, Inc. TCI Group Series A (b)         340,000      18,806,250
                                                                     -----------
                                                                      65,838,500
Natural Gas Distribution 4.3%
Columbia Energy Group                                    219,300      12,664,575
Enron Corporation                                        251,900      14,374,044
The Williams Companies, Inc.                             387,600      12,088,275
                                                                     -----------
                                                                      39,126,894
Oil - International Integrated 1.2%
Chevron Corporation                                      130,000      10,781,875
Fortum Corporation (b)                                    42,000         259,590
                                                                     -----------
                                                                      11,041,465
Oil - North American Exploration & Production 3.5%
Barrett Resources Corporation (b)                        407,000       9,768,000
Devon Energy Corporation                                 386,500      11,860,719
Noble Affiliates, Inc.                                   435,000      10,711,875
                                                                     -----------
                                                                      32,340,594
Oil - North American Integrated 1.0%
USX-Marathon Group                                       308,400       9,290,550

Oil Well Equipment & Service 3.4%
BJ Services Company (b)                                  644,700      10,073,437
Cooper Cameron Corporation (b)                           383,500       9,395,750
Weatherford International, Inc. (b)                      583,000      11,295,625
                                                                     -----------
                                                                      30,764,812
Precious Metal/Gem/Stone 1.0%
Barrick Gold Corporation                                 461,500       8,999,250

Real Estate 1.5%
Archstone Communities Trust                              274,700       5,562,675
Ayala Land, Inc.                                       1,184,600         336,273
Post Properties, Inc.                                    185,700       7,137,844
Shortland Properties, Ltd.                             1,041,000         366,660
                                                                     -----------
                                                                      13,403,452
Retail - Department Store 1.2%
May Department Stores Company                            185,500      11,199,562

Retail - Food Chain 1.2%
The Kroger Company (b)                                   185,700      11,234,850


4
<PAGE>

- --------------------------------------------------------------------------------
================================================================================
                     STRONG OPPORTUNITY FUND II (continued)
================================================================================
                                                        Shares or
                                                        Principal      Value
                                                         Amount       (Note 2)
- --------------------------------------------------------------------------------
Retail - Major Chain 1.4%
Kmart Corporation (b)                                    798,000    $ 12,219,375
Sears Canada, Inc.                                        65,300         747,140
                                                                    ------------
                                                                      12,966,515
Retail - Specialty 1.7%
Office Depot, Inc. (b)                                   410,000      15,144,375

Telecommunication Equipment 0.1%
Alcatel SA ADR                                            55,000       1,344,063

Telecommunication Service 6.4%
AirTouch Communications, Inc. (b)                        244,000      17,598,500
Cable & Wireless Communications PLC (b)                  249,000       2,260,898
Cable & Wireless Communications PLC
  Sponsored ADR (b)                                      234,400      10,635,900
MediaOne Group, Inc.                                     352,900      16,586,300
Omnipoint Corporation (b)                                635,200       5,915,300
Paging Network, Inc. (b)                               1,096,600       5,140,313
                                                                    ------------
                                                                      58,137,211
Telephone 1.6%
Telephone & Data Systems, Inc.                           319,800      14,371,013

Trucking 1.5%
CNF Transportation, Inc.                                 372,000      13,973,250
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS(Cost $616,595,780)                               770,012,500
- --------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 15.1%
COMMERCIAL PAPER 0.2%
INTEREST BEARING, DUE UPON DEMAND
General Mills, Inc., 5.23%                          $    396,000         396,000
Pitney Bowes Credit Corporation, 5.23%                   675,700         675,700
Warner Lambert Company, 5.18%                            203,800         203,800
Wisconsin Corporate Central Credit Union, 5.30%          819,100         819,100
                                                                    ------------
                                                                       2,094,600
REPURCHASE AGREEMENTS 14.9%
Goldman Sachs Group, L.P. (Dated 12/31/98), 
  4.55%, Due 1/04/99 (Repurchase proceeds
  $136,068,756); Collateralized by: $119,145,000  
  United States Treasury Bonds, 6.50%,
  Due 11/15/26 (Market Value $138,803,925) (c)       136,000,000     136,000,000
- --------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (COST $138,094,600)                     138,094,600
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES (COST $754,690,380) 99.6%            908,107,100
Other Assets and Liabilities, Net 0.4%                                 3,633,665
- --------------------------------------------------------------------------------
NET ASSETS 100.0%                                                   $911,740,765
================================================================================


WRITTEN OPTIONS ACTIVITY
- --------------------------------------------------------------------------------
                                                       Contracts      Premiums
- --------------------------------------------------------------------------------
Options outstanding at beginning of period                  --      $       --
Options written during the period                        4,115       1,830,896
Options closed                                          (1,730)       (907,183)
Options expired                                         (2,385)       (923,713)
Options exercised                                           --              --
                                                         -----      ----------
Options outstanding at end of period                        --      $       --
                                                         =====      ==========

Closed options resulted in a capital gain of $1,510,652.

- --------------------------------------------------------------------------------
LEGEND
- --------------------------------------------------------------------------------
(a)  Short-term  investments  include any security  which has a maturity of
     less than one year.
(b)  Non-income  producing  security.  
(c)  See Note 2(I) of Notes to Financial Statements.

Percentages are stated as a percent of net assets.

See Notes to Financial Statements.

                                                                             5
<PAGE>

STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------
December 31, 1998
                                                                    Strong
                                                             Opportunity Fund II
                                                             -------------------
ASSETS:
  Investments in Securities, at Value
    (Cost of $754,690,380)                                       $908,107,100
  Receivable for Securities Sold                                    7,920,029
  Dividends and Interest Receivable                                   550,513
  Other Assets                                                         55,250
                                                                 ------------
  Total Assets                                                    916,632,892

LIABILITIES:
  Payable for Securities Purchased                                  4,737,068
  Accrued Operating Expenses and Other Liabilities                    155,059
                                                                 ------------
  Total Liabilities                                                 4,892,127
                                                                 ------------
NET ASSETS                                                       $911,740,765
                                                                 ============

NET ASSETS CONSIST OF:
  Capital Stock (par value and paid-in capital)                  $663,427,177
  Accumulated Net Realized Gain                                    94,895,020
  Net Unrealized Appreciation                                     153,418,568
                                                                 ------------
  Net Assets                                                     $911,740,765
                                                                 ============

Capital Shares Outstanding (Unlimited Number Authorized)           41,980,342

NET ASSET VALUE PER SHARE                                              $21.72
                                                                       ======

<TABLE>
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------------------
For the Year Ended December 31, 1998 
<CAPTION>
                                                                          Strong
                                                                    Opportunity Fund II
                                                                    -------------------
<S>                                                                    <C>    
INCOME:
  Dividends - Unaffiliated Issuers                                     $  6,920,352
  Dividends - Affiliated Issuers                                            359,349
  Interest                                                                5,120,011
                                                                       ------------
  Total Income                                                           12,399,712

EXPENSES:
  Investment Advisory Fees                                                8,996,207
  Custodian Fees                                                             81,346
  Shareholder Servicing Costs                                             1,285,940
  Other                                                                      82,002
                                                                       ------------
  Total Expenses                                                         10,445,495
                                                                       ------------
NET INVESTMENT INCOME                                                     1,954,217

REALIZED AND UNREALIZED GAIN (LOSS):
  Net Realized Gain (Loss) on:
   Investments                                                           95,165,650
   Futures Contracts, Options and Forward Foreign Currency Contracts      1,507,766
   Foreign Currencies                                                        (4,277)
                                                                       ------------ 
   Net Realized Gain                                                     96,669,139

  Change in Unrealized Appreciation/Depreciation on:
   Investments                                                            8,436,649
   Foreign Currencies                                                       143,961
                                                                       ------------
   Net Change in Unrealized Appreciation/Depreciation                     8,580,610
                                                                       ------------
NET GAIN ON INVESTMENTS                                                 105,249,749
                                                                       ------------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                   $107,203,966
                                                                       ============
</TABLE>

                         See Notes to Financial Statements.

6
<PAGE>
<TABLE>

STATEMENTS OF CHANGES IN NET ASSETS
- -------------------------------------------------------------------------------------------------
<CAPTION>
                                                                          Strong 
                                                                   Opportunity Fund II
                                                               -----------------------------
                                                                Year Ended      Year Ended
                                                               Dec. 31, 1998   Dec. 31, 1997
                                                               -------------   -------------
<S>                                                           <C>              <C>
OPERATIONS:
  Net Investment Income                                         $  1,954,217   $  2,571,030
  Net Realized Gain                                               96,669,139    110,951,151
  Net Change in Unrealized Appreciation/Depreciation               8,580,610     49,558,727
                                                                ------------   ------------
  Net Increase in Net Assets Resulting from Operations           107,203,966    163,080,908

DISTRIBUTIONS:
  From Net Investment Income                                      (2,125,999)    (2,571,030)
  In Excess of Net Investment Income                                      --       (162,663)
  From Net Realized Gains                                         11,831,141)   (60,859,506)
                                                                ------------   ------------ 
  Total Distributions                                           (113,957,140)   (63,593,199)

CAPITAL SHARE TRANSACTIONS:
  Proceeds from Shares Sold                                      190,708,336    210,554,869
  Proceeds from Reinvestment of Distributions                    113,942,474     63,573,723
  Payment for Shares Redeemed                                   (221,365,593)  (170,348,393)
                                                                ------------   ------------ 
  Net Increase in Net Assets from Capital Share Transactions      83,285,217    103,780,199
                                                                ------------   ------------
TOTAL INCREASE IN NET ASSETS                                      76,532,043    203,267,908

NET ASSETS:
  Beginning of Year                                              835,208,722    631,940,814
                                                                ------------   ------------
  End of Year                                                   $911,740,765   $835,208,722
                                                                ============   ============

TRANSACTIONS IN SHARES OF THE FUND:
  Sold                                                             8,920,807     10,580,657
  Issued in Reinvestment of Distributions                          5,209,676      3,633,086
  Redeemed                                                       (10,630,641)    (8,576,774)
                                                              --------------   ------------ 
  Net Increase in Shares of the Fund                               3,499,842      5,636,969
                                                              ==============   ============


                              See Notes to Financial Statements 



                                                                                              7
</TABLE>
<PAGE>

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
December 31, 1998 

1.   ORGANIZATION 
     Strong  Opportunity  Fund II, Inc. is a  diversified,  open-end  management
     investment company registered under the Investment Company Act of 1940. The
     Fund  offers and sells its shares only to  separate  accounts of  insurance
     companies  for the purpose of funding  variable  annuity and variable  life
     insurance contracts. At December 31, 1998,  approximately 96% of the Fund's
     shares were owned by the separate accounts of one insurance company.

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

     (A)  Security  Valuation  --  Portfolio  securities  traded  primarily on a
          principal  securities  exchange are valued at the last reported  sales
          price or the mean of the  latest  bid and asked  prices  where no last
          sales  price is  available.  Securities  traded  over-the-counter  are
          valued  at the mean of the  latest  bid and  asked  prices or the last
          reported  sales  price.  Debt  securities  not  traded on a  principal
          securities  exchange are valued  through  valuations  obtained  from a
          commercial  pricing  service,  otherwise  last sale or bid  prices are
          used. Securities for which market quotations are not readily available
          are  valued  at  fair  value  as   determined   in  good  faith  under
          consistently  applied procedures  established by and under the general
          supervision of the Board of Directors.  Securities which are purchased
          within 60 days of their stated  maturity are valued at amortized cost,
          which approximates fair value.

          The Fund may own certain investment securities which are restricted as
          to resale.  These securities are valued after giving due consideration
          to  pertinent   factors,   including  recent  private  sales,   market
          conditions and the issuer's financial performance.  The Fund generally
          bears the costs, if any, associated with the disposition of restricted
          securities.  The Fund held no  restricted  securities  at December 31,
          1998.

     (B)  Federal Income and Excise Taxes and  Distributions  to Shareholders --
          The Fund  intends  to comply  with the  requirements  of the  Internal
          Revenue Code  applicable  to  regulated  investment  companies  and to
          distribute substantially all of its taxable income to its shareholders
          in a manner which  results in no tax cost to the Fund.  Therefore,  no
          federal income or excise tax provision is required.

          The  character  of  distributions   made  during  the  year  from  net
          investment   income  or  net  realized   gains  may  differ  from  the
          characterization for federal income tax purposes due to differences in
          the  recognition  of income and expense items for financial  statement
          and tax purposes.  Where  appropriate,  reclassifications  between net
          asset  accounts are made for such  differences  that are  permanent in
          nature.

     (C)  Realized  Gains and  Losses  on  Investment  Transactions  -- Gains or
          losses  realized  on  investment  transactions  are  calculated  on  a
          first-in, first-out basis.

     (D)  Certain   Investment   Risks  --  The  Fund  may  utilize   derivative
          instruments  including  options,  futures and other  instruments  with
          similar  characteristics  to the extent that they are consistent  with
          the Fund's investment objectives and limitations.  The Fund intends to
          use such  derivative  instruments  primarily  to hedge or protect from
          adverse  movements in securities  prices or interest rates. The use of
          these  instruments  may  involve  risks  such  as the  possibility  of
          illiquid  markets or  imperfect  correlation  between the value of the
          instruments and the underlying  securities,  or that the  counterparty
          will fail to perform its obligations.

          Foreign  denominated assets and forward currency contracts may involve
          greater  risks  than  domestic   transactions,   including   currency,
          political and economic, regulatory and market risks.

     (E)  Futures -- Upon entering into a futures contract,  the Fund pledges to
          the broker cash or other  investments  equal to the  minimum  "initial
          margin"  requirements of the exchange.  Additional  securities held by
          the Fund may be designated  as  collateral on open futures  contracts.
          The Fund also  receives  from or pays to the  broker an amount of cash
          equal to the  daily  fluctuation  in the value of the  contract.  Such
          receipts or payments are known as "variation  margin" and are recorded
          as unrealized gains or losses.  When the futures contract is closed, a
          realized gain or loss is recorded equal to the difference  between the
          value of the  contract  at the time it was opened and the value at the
          time it was closed.

     (F)  Options -- The Fund may write put or call options.  Premiums  received
          by the Fund upon  writing put or call options are recorded as an asset
          with a corresponding  liability which is subsequently  adjusted to the
          current  market  value  of the  option.  When an  option  expires,  is
          exercised,  or is closed,  the Fund  realizes a gain or loss,  and the
          liability  is  eliminated.  The  Fund  continues  to bear  the risk of
          adverse  movements  in the price of the  underlying  asset  during the
          period of the option,  although any  potential  loss during the period
          would be reduced by the amount of the option premium received.

8
<PAGE>

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

     (G)  Foreign Currency Translation -- Investment securities and other assets
          and liabilities  initially  expressed in foreign currencies and income
          are  converted to U.S.  dollars  based upon  currency  exchange  rates
          prevailing on the respective dates of such transactions. The effect of
          changes in foreign exchange rates on realized and unrealized  security
          gains or losses is reflected as a component of such gains or losses.

     (H)  Forward  Foreign  Currency  Exchange   Contracts  --  Forward  foreign
          currency  exchange  contracts  are valued at the forward  rate and are
          marked-to-market  daily.  The change in market value is recorded as an
          unrealized gain or loss. When the contract is closed, the Fund records
          an exchange gain or loss equal to the difference  between the value of
          the  contract  at the time it was  opened and the value at the time it
          was closed.

     (I)  Repurchase Agreements -- The Fund may enter into repurchase agreements
          with institutions that the Fund's investment  advisor,  Strong Capital
          Management,  Inc. ("the  Advisor"),  has  determined are  creditworthy
          pursuant  to  criteria  adopted  by  the  Board  of  Directors.   Each
          repurchase  agreement is recorded at cost.  The Fund requires that the
          collateral,  represented  by  securities  (primarily  U.S.  Government
          securities),  purchased in a repurchase transaction be maintained in a
          segregated  account with a custodian in a manner  sufficient to enable
          the Fund to obtain those  securities  in the event of a default of the
          issuer of the  repurchase  agreement.  On a daily  basis,  the Advisor
          monitors  each  repurchase  agreement  to  ensure  the  value  of  the
          collateral,  including  accrued  interest,  is at  least  equal to the
          amount owed to the Fund under each repurchase agreement.


     (J)  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 in these  financial  statements.  Actual  results could differ
          from those estimates.

     (K)  Other -- Investment security transactions are recorded as of the trade
          date.  Dividend income and  distributions to shareholders are recorded
          on the  ex-dividend  date.  Interest income is recorded on the accrual
          basis and includes amortization of premium and discounts.

3.   RELATED PARTY TRANSACTIONS
     The  Advisor,  with whom  certain  officers  and  directors of the Fund are
     affiliated,  provides investment advisory and shareholder recordkeeping and
     related  services  to  the  Fund.   Investment  advisory  fees,  which  are
     established by terms of the Advisory Agreement,  are based on an annualized
     rate of 1.00% of the  average  daily net  assets of the Fund.  Based on the
     terms of the Advisory  Agreement,  advisory fees and other expenses will be
     waived by the  Advisor if the Fund's  operating  expenses  exceed 2% of the
     average daily net assets of the Fund. In addition,  the Fund's  Advisor may
     voluntarily  waive  certain  expenses  at  their  discretion.   Shareholder
     recordkeeping  and related  service fees are based on the lesser of various
     agreed-upon  contractual percentages of the average daily net assets of the
     Fund or a contractually established rate for each participant account.

     The Fund may invest  cash  reserves in money  market  funds  sponsored  and
     managed by the Advisor,  subject to certain limitations.  The terms of such
     transactions are identical to those of non-related entities except that, to
     avoid  duplicate  investment  advisory fees,  advisory fees of the Fund are
     reduced by an amount equal to advisory  fees paid to the Advisor  under its
     investment advisory agreement with the money market funds.

     The  amount  payable to the  Advisor  at  December  31,  1998,  shareholder
     servicing  and  other  expenses  paid  to  the  Advisor,  and  unaffiliated
     directors'  fees for the year then  ended  were  $118,067,  $1,449,584  and
     $9,606, respectively.

4.   LINE OF CREDIT
     The Strong Funds have established a line of credit  agreement  ("LOC") with
     certain  financial  institutions  to be used  for  temporary  or  emergency
     purposes,  primarily for financing redemption payments. Combined borrowings
     among all  participating  Strong Funds are subject to a $350 million cap on
     the total line of credit.  For individual  Funds,  borrowings under the LOC
     are limited to either the lesser of 15% of the market value of total assets
     or any explicit borrowing limits in the Fund's prospectus. Borrowings under
     the LOC bear interest  based on  prevailing  market rates as defined in the
     LOC. A commitment  fee of .07% per annum is incurred on the unused  portion
     of the line of credit and is allocated to all  participating  Strong Funds.
     At December 31, 1998,  there were no  borrowings  by the Funds  outstanding
     under the LOC.

5.   INVESTMENT  TRANSACTIONS
     The  aggregate  purchases  and sales of long-term  securities  for the year
     ended December 31, 1998 were $696,378,691 and $774,420,658, respectively.

                                                                             9
<PAGE>

NOTES TO FINANCIAL STATEMENTS (continued)
- --------------------------------------------------------------------------------
December 31, 1998

6.   INCOME TAX  INFORMATION  
     At December 31, 1998,  the cost of  investments  in securities  for federal
     income tax  purposes  was  $759,387,029.  Net  unrealized  appreciation  of
     securities was  $148,720,071,  consisting of gross unrealized  appreciation
     and depreciation of $204,480,672 and $55,760,601, respectively.

     During the year  ended  December  31,  1998,  the Fund paid a capital  gain
     distribution (taxable as long-term capital gains at 20%) to shareholders of
     $66,819,951 (unaudited).

7.   INVESTMENTS  IN  AFFILIATES 
     Affiliated  issuers,  as defined under the Investment  Company Act of 1940,
     are those in which the Fund's holdings of an issuer represent 5% or more of
     the outstanding  voting securities of the issuer, or another Strong Fund. A
     summary of  transactions in the securities of these issuers during the year
     ended December 31, 1998 is as follows:

<TABLE>
<CAPTION>                                                                                                           Dividend
                                    Balance of         Gross        Gross Sales     Balance of       Value           Income
                                   Shares Held       Purchases         and         Shares Held      Dec. 31,    Jan. 1 - Dec. 31,
                                   Jan. 1, 1998    and Additions    Reductions     Dec. 31, 1998      1998            1998
                                   ------------    -------------    -----------    -------------    --------    ----------------
<S>                                 <C>              <C>           <C>                  <C>            <C>          <C>
Strong Institutional Money Fund     20,000,000              --     (20,000,000)         --             --           $354,734
Strong Investors Money Fund                 --       1,000,000      (1,000,000)         --             --              4,615

</TABLE>



<TABLE>
FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------------------------------------------------------------
STRONG OPPORTUNITY FUND II
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                         Year Ended  
                                                                    ----------------------------------------------------
<S>                                                                  <C>        <C>        <C>        <C>        <C>    
SELECTED PER-SHARE DATA (a)                                           1998       1997       1996       1995       1994   
- ------------------------------------------------------------------------------------------------------------------------    
Net Asset Value, Beginning of Period                                 $21.70     $19.24     $17.04     $14.23     $14.12
Income From Investment Operations
  Net Investment Income                                                0.05       0.07       0.13       0.12       0.11
  Net Realized and Unrealized Gains on Investments                     2.90       4.35       2.87       3.42       0.41
- ------------------------------------------------------------------------------------------------------------------------
  Total from Investment Operations                                     2.95       4.42       3.00       3.54       0.52
Less Distributions
  From Net Investment Income                                          (0.05)     (0.07)     (0.13)     (0.12)     (0.11)
  In Excess of Net Investment Income                                     --      (0.01)        --      (0.03)        -- 
  From Net Realized Gains                                             (2.88)     (1.88)     (0.67)     (0.58)     (0.30)
- ------------------------------------------------------------------------------------------------------------------------
  Total Distributions                                                 (2.93)     (1.96)     (0.80)     (0.73)     (0.41)
- ------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period                                       $21.72     $21.70     $19.24     $17.04     $14.23
========================================================================================================================

RATIOS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------------------------------
  Total Return                                                       +13.5%     +25.5%     +18.2%     +25.8%      +3.6%
  Net Assets, End of Period (In Millions)                              $912       $835       $632       $452       $300
  Ratio of Expenses to Average Net Assets                              1.2%       1.1%       1.2%       1.2%       1.1%
  Ratio of Net Investment Income to Average Net Assets                 0.2%       0.4%       0.7%       0.8%       0.9%
  Portfolio Turnover Rate                                             88.5%     101.1%      89.8%      91.1%      74.8%


(a)  Information  presented  relates  to a share  of  capital  stock of the Fund
     outstanding for the entire period.

See Notes to Financial Statements.

</TABLE>


10
<PAGE>

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

In our opinion, the accompanying statement of assets and liabilities,  including
the schedule of  investments,  and the related  statements of operations  and of
changes  in net assets  and the  financial  highlights  present  fairly,  in all
material  respects,  the financial  position of Strong Opportunity Fund II, Inc.
(the "Fund") at December 31, 1998, the results of each of its operations for the
year then ended,  the changes in its net assets for each of the two years in the
period then ended and the financial highlights for each of the five years in the
period then ended, in conformity with generally accepted accounting  principles.
These financial  statements and financial  highlights  (hereafter referred to as
"financial  statements") are the  responsibility of the Fund's  management;  our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  generally  accepted  auditing  standards  which  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits,  which included  confirmation of securities owned at
December 31, 1998 by  correspondence  with the  custodian,  provide a reasonable
basis for the opinion expressed above.

PricewaterhouseCoopers LLP

Milwaukee, Wisconsin
February 2, 1999
                                                                            11



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