STRONG EQUITY FUNDS INC
N-30D, 1999-09-07
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                                                       [STRONG LOGO]


     THE STRONG
     VALUE FUND
- ---------------------------------------------------------
     SEMI-ANNUAL REPORT o JUNE 30, 1999



                       [PICTURE OF STRONG FUNDS BUILDING]

<PAGE>

                            LETTER FROM THE CHAIRMAN

Dear Strong Investor,

Having  just  returned  from a business  trip to  Indianapolis,  I was telling a
friend that almost everywhere I went--every freeway traveled,  every side street
ventured down--bulldozers, cranes and backhoes were hard at work.

Indianapolis,  like most American cities we visit these days, is in the midst of
a spectacular  building boom. A sea of yellow construction  equipment is washing
over the  nation's  landscape.  It is the  latest  chapter  in the  unbelievable
economic expansion that has blessed this  country--almost  without  pause--since
1982. The signs of prosperity are everywhere:

     o    Highways jammed with people on their way to do business.

     o    "Help  Wanted"  signs in more store  windows than most of us have ever
          seen at one time.

     o    Consumer confidence is at an all-time high. Shopping carts are stuffed
          with personal computers,  printers,  software and all sorts of related
          high-tech equipment transforming the lives of Americans.

     o    Restaurants  are packed almost every night of the week with people who
          have money to spend.

We are fortunate to be living in one of the greatest  economic booms in recorded
history.  Likewise,  we should be grateful for the  opportunity  to live in this
incredibly prosperous time. We should also remember that nothing lasts forever.

The nation's economic engine is running near full capacity. After eight years of
continuous  growth,  the American  economy is  beginning to overheat.  It's that
strain  on the  system  that  has Mr.  Greenspan's  Federal  Reserve,  which  is
responsible for managing the economy and keeping inflation at reasonable levels,
obviously concerned.

The  Fed's  most  powerful  inflation-fighting  tool is its  ability  to  manage
interest rates.  Although it is a blunt  instrument,  raising  interest rates is
very  effective  in  rapidly  slowing  the rate of  growth in the  economy.  For
example,  when  rates  go up,  it  doesn't  take  long to see a drop in both the
construction of new homes and the refinancing of mortgage  loans.  Likewise,  it
wouldn't be long before some of those  bulldozers  and backhoes in  Indianapolis
were sidelined.

The Federal Reserve has an awesome  responsibility.  While they want the economy
to move ahead,  they can't let their hopes  override  common sense.  The Fed has
become increasingly  worried about excessive  valuations in the stock market and
the possibility that, left unchecked, a financial bubble could occur.

Make no mistake  about it:  Here at  Strong,  we are  bullish  on the  long-term
prospects for America.  But, in the short term,  expectations  of what the stock
market and the U.S.  economy can  continue to deliver  seem  inflated.  For that
reason,  this could be a good time to complement your portfolio's stock holdings
with more conservative money market and short-term bond funds.

                                                  /s/ Dick
<PAGE>

                                   THE STRONG
                                   VALUE FUND
                           --------------------------
                       SEMI-ANNUAL REPORT o JUNE 30, 1999

                               TABLE OF CONTENTS


INVESTMENT REVIEW
     The Strong Value Fund ......................................2

FINANCIAL INFORMATION
     Schedule of Investments in Securities ......................4
     Statement of Assets and Liabilities ........................5
     Statement of Operations ....................................6
     Statements of Changes in Net Assets ........................6
     Notes to Financial Statements ..............................7

FINANCIAL HIGHLIGHTS ............................................8


<PAGE>
                                       =======
                             THE STRONG VALUE FUND
- ---------------------------------------=======----------------------------------

FUND
 HIGHLIGHTS

     o    The Strong  Value Fund was up 4.72% for the six months  ended June 30,
          1999.(1)

     o    Two  healthcare-service  holdings  substantially  contributed  to  the
          Fund's  underperformance.  Both stocks experienced significant one-day
          declines after each announced surprising negative news.

     o    The Fund benefited from a select group of stocks in industries ranging
          from broadcasting to retailing, to financials, to telecommunications.

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

             AVERAGE ANNUAL
            TOTAL RETURNS(1)

             As of 6-30-99

          1-year         7.83%

          3-year        17.02%

 Since Inception        17.80%
   (on 12-29-95)

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

            FIVE LARGEST
           STOCK HOLDINGS

           As of 6-30-99

SECURITY               % OF NET ASSETS

CBS Corporation                  5.5%

Tyco International, Ltd.         5.1%

CIGNA Corporation                4.7%

McDonald's Corporation           4.5%

Associates First
Capital Corporation              4.0%

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

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


PERSPECTIVES
FROM THE MANAGERS


/s/ Laura J. Sloate           /s/ Jeff B. Cohen
Laura J. Sloate               Jeff B. Cohen
Portfolio Co-manager          Portfolio Co-manager

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

We are looking for stocks where  catalysts are present to bring out value in the
near term, regardless of the performance of the broader markets. For example, we
added several new positions in food retailing and food processing.  We purchased
Kroger,  which merged with Fred Meyer to create the largest food retailer in the
U.S. New  leadership  at Heinz seems  determined  to bring out the  long-dormant
value of its strong brands.  Meanwhile,  unexpected negative  announcements from
two  of our  healthcare-service  holdings  led to  sharp  declines  in  price--a
significant reason for the Fund's underperformance.

The  Internet is a major  vehicle for  change.  In many cases,  Internet-related
equities trade at unfathomable  valuation metrics.  However, we are investing in
stocks of those  companies  that are  employing the Internet in order to enhance
earnings  and  create  new  markets.  We  added  to our  position  in  Federated
Department Stores after its recent purchase of Fingerhut. This acquisition gives
the company  three  businesses  in direct  retailing--catalogs,  web sites,  and
order-fulfillment services for Internet retailers.

We  purchased  Bank One, a pioneer in  Internet  banking.  The company has three
separate  Internet banking sites and it is the largest credit card issuer on the
Internet,  with exclusive  arrangements with numerous Internet companies.  Since
credit cards are the primary  vehicle for e-commerce  payments,  Bank One should
benefit as e-commerce and related credit card usage increases.

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

                                                     We are investing

                                                    in stocks of those

                                                    companies that are

                                                       employing the

                                                   Internet in order to

                                                   enhance earnings and

                                                    create new markets.

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

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

1    Average annual total return and total return measure change in the value of
     an  investment  in the Fund,  assuming  reinvestment  of all  dividends and
     capital gains. Average annual total return reflects annualized change while
     total return reflects aggregate change, and is not annualized.

2
<PAGE>

We  initiated a position in  Sotheby's  because of its  development  of Internet
auction sites. Its web sites will auction products authenticated by a network of
Sotheby's-associated dealers--a unique, competitive advantage in this arena.

As the 2000  presidential  campaign  gets  underway,  we expect  that  political
rhetoric (e.g., the recent healthcare  proposals) will have a rippling effect on
the market.  The biggest factor that the market will focus on in Washington will
be  Federal  Reserve  Chairman  Alan  Greenspan's  potential  retirement  at the
expiration of his term in June 2000.

Strong  growth,  technology-driven  productivity  gains and low  inflation  have
created one of the most  powerful  economies  and markets in the last 100 years.
While the bull market has  increased  the wealth of  millions of people,  it has
also  increased  household  exposure  to the  stock  market  and has  heightened
investor  greed.  Margin debt is up, bank lending is easing and credit card debt
is soaring.  The combination of these factors makes it more likely that a market
decline could cause an economic  contraction or that an economic  slowdown could
have severe and compounded negative  consequences to the market. We believe that
our  analytical  investment  approach  makes  us  poised  to  capitalize  on the
opportunities  presented by the  continuing  volatility in equity markets in the
months ahead.

We appreciate your trust and look forward to a successful year.


                     GROWTH OF AN ASSUMED $10,000 INVESTMENT
                            From 12-29-95 to 6-30-99
[GRAPH]

                THE STRONG         S & P 500           Lipper Growth and
                VALUE FUND           Index*           Income Funds Index*
12-95             10,000             10,000                 10,000
6-96              11,073             11,010                 10,846
12-96             11,682             12,296                 12,067
6-97              13,140             14,830                 13,992
12-97             14,710             16,398                 15,311
6-98              16,453             19,303                 17,089
12-98             16,941             21,085                 17,390
6-99              17,741             23,695                 19,406


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 and Income
Funds Index.  Results  include the  reinvestment  of 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.

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

*    The S&P 500 is an  unmanaged  index  generally  representative  of the U.S.
     stock   market.   The  Lipper   Growth  and  Income   Funds   Index  is  an
     equally-weighted  performance index of the largest qualifying funds in this
     Lipper category.  The Russell 3000(R) Index is an unmanaged index generally
     representative of the U.S. stock market. The Russell 3000(R) Value Index is
     an unmanaged index generally  representative  of the U.S. stock market.  It
     contains  securities that value managers  typically select from the Russell
     3000(R)  Index.  Source of the S&P and  Russell  index  data is  Standard &
     Poor's Micropal. Source of the Lipper index data is Lipper Inc.


YOUR FUND'S
 APPROACH

THE STRONG VALUE FUND SEEKS TO ACHIEVE CONSISTENTLY  SUPERIOR LONG-TERM RATES OF
RETURN  RELATIVE TO THE MARKET BY INVESTING IN SECURITIES  THAT REPRESENT  VALUE
RELATIVE  TO  THE   UNDERLYING   COMPANY'S   ASSETS,   EARNINGS   POWER   AND/OR
CASH-GENERATING  ABILITY. USING FUNDAMENTAL ANALYSIS, THE FUND INVESTS PRIMARILY
IN STOCKS IN WHICH A CATALYST  FOR  POSITIVE  CHANGE IS  APPARENT.  THE CATALYST
COULD BE MANAGEMENT  CHANGE,  CORPORATE  RESTRUCTURING,  A CYCLICAL UPTURN IN AN
INDUSTRY OR A NEW INDUSTRY  TREND.  THE FUND AVOIDS  INVESTING IN TECHNOLOGY AND
FOREIGN STOCKS. WHILE THE FUND MAY INVEST IN COMPANIES OF ANY SIZE, IT CURRENTLY
EMPHASIZES MEDIUM- TO LARGE-CAPITALIZATION COMPANIES.

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

MARKET
 HIGHLIGHTS

o    The  stock  market  moved  higher  in the  first  half of the year  despite
     interest rates rising approximately 100 basis points. Surprisingly,  strong
     growth in the U.S.  economy and a slight upturn in the Asian economies were
     the main factors  propelling both the broad-based  increase in equities and
     higher interest rates.

o    For the six months  ended June 30,  1999,  the S&P 500 Index was up 12.38%,
     the Russell 3000(R) Value Index increased 12.27%, while the Russell 3000(R)
     Index was up  11.36%.*  Although  large  caps still  outperformed  small to
     mid-cap stocks, the performance gap diminished during this period.

                                                                               3
<PAGE>

SCHEDULE OF INVESTMENTS IN SECURITIES                  JUNE 30, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
================================================================================
                                STRONG VALUE FUND
================================================================================

                                                      Shares or
                                                      Principal       Value
                                                        Amount       (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCKS 97.2%
AEROSPACE & DEFENSE 2.7%
Raytheon Company Class A                                32,700      $2,252,212

AUTOMOBILE 4.5%
Ford Motor Company                                      48,800       2,754,150
General Motors Corporation                              14,100         930,600
                                                                    ----------
                                                                     3,684,750
BANK - MONEY CENTER 2.5%
Citigroup, Inc.                                         42,900       2,037,750

BANK - SUPER REGIONAL 3.1%
Bank One Corporation                                    42,900       2,555,231

BEVERAGE - SOFT DRINK 0.6%
PepsiCo, Inc.                                           12,000         464,250

BROKERAGE & INVESTMENT MANAGEMENT 0.9%
Berkshire Hathaway, Inc. Class B (b)                       345         772,800

CHEMICAL 0.8%
The Dow Chemical Company                                 5,000         634,375

CHEMICAL - SPECIALTY 0.4%
Engelhard Corporation                                   15,000         339,375

COMMERCIAL SERVICE 1.3%
Avery Dennison Corporation                              18,200       1,098,825

DIVERSIFIED OPERATIONS 5.1%
Tyco International, Ltd.                                44,166       4,184,728

ELECTRIC POWER 0.9%
UtiliCorp United, Inc.                                  31,300         760,981

ELECTRICAL EQUIPMENT 1.1%
Emerson Electric Company                                14,800         930,550

FINANCE - MISCELLANEOUS 2.3%
American Express Company                                 9,500       1,236,187
First Data Corporation                                  10,000         489,375
Providian Financial Corporation                          2,000         187,000
                                                                    ----------
                                                                     1,912,562
FOOD 3.0%
H.J. Heinz Company                                      32,800       1,644,100
Sara Lee Corporation                                    34,900         791,794
                                                                    ----------
                                                                     2,435,894
HEALTHCARE - DRUG/DIVERSIFIED 4.0%
American Home Products Corporation                      30,000       1,725,000
Bristol-Myers Squibb Company                            21,800       1,535,537
                                                                    ----------
                                                                     3,260,537
HOUSEHOLD APPLIANCES & FURNISHINGS 2.2%
Newell Rubbermaid, Inc.                                 39,707       1,846,375

INSURANCE - ACCIDENT & HEALTH 3.8%
Provident Companies, Inc.                               78,900       3,156,000

INSURANCE - DIVERSIFIED 4.7%
CIGNA Corporation                                       43,800       3,898,200

INSURANCE - PROPERTY & CASUALTY 2.6%
American International Group, Inc.                      10,267       1,201,881
MBIA, Inc.                                              14,000         906,500
                                                                    ----------
                                                                     2,108,381
LEISURE PRODUCT 3.1%
Mattel, Inc.                                            96,500       2,551,219

LEISURE SERVICE 2.8%
The Walt Disney Company                                 26,800         825,775
Fox Entertainment Group, Inc. Class A (b)               53,900       1,451,931
                                                                    ----------
                                                                     2,277,706
MACHINERY - TRANSPORTATION EQUIPMENT & PARTS 1.1%
Dana Corporation                                        19,800         912,037

MEDIA - PUBLISHING 1.1%
Knight-Ridder, Inc.                                      7,700         423,019
New York Times Company Class A                          13,100         482,244
                                                                    ----------
                                                                       905,263
MEDIA - RADIO/TV 6.0%
CBS Corporation (b)                                    104,400       4,534,875
Cox Communications, Inc. Class A (b)                     9,400         346,037
                                                                    ----------
                                                                     4,880,912
OFFICE AUTOMATION 1.4%
Xerox Corporation                                       19,800       1,169,437

OIL - INTERNATIONAL INTEGRATED 4.0%
Chevron Corporation                                     11,000       1,047,063
Conoco, Inc. Class A                                     3,000          83,625
Texaco, Inc.                                            34,100       2,131,250
                                                                    ----------
                                                                     3,261,938
PERSONAL & COMMERCIAL LENDING 4.0%
Associates First Capital Corporation                    74,648       3,307,840

POLLUTION CONTROL 2.9%
Waste Management, Inc.                                  44,667       2,400,852

REAL ESTATE 2.6%
Vornado Operating, Inc. (b)                              4,020          32,160
Vornado Realty Trust                                    60,300       2,129,344
                                                                    ----------
                                                                     2,161,504
RETAIL - DEPARTMENT STORE 3.4%
Federated Department Stores, Inc. (b)                   52,100       2,758,044

RETAIL - DRUG STORE 1.4%
Rite Aid Corporation                                    47,000       1,157,375

RETAIL - FOOD CHAIN 4.7%
Albertson's, Inc.                                       33,200       1,711,875
The Great Atlantic & Pacific Tea Company, Inc.          12,100         409,131
The Kroger Company (b)                                  61,800       1,726,538
                                                                    ----------
                                                                     3,847,544
RETAIL - RESTAURANT 4.5%
McDonald's Corporation                                  89,000       3,676,813

RETAIL - SPECIALTY 1.9%
Sotheby's Holdings, Inc. Class A                        20,800         793,000
Tandy Corporation                                       10,000         488,750
Tiffany & Company                                        2,500         241,250
                                                                    ----------
                                                                     1,523,000
STEEL 0.4%
Nucor Corporation                                        6,200         294,113

TELECOMMUNICATION SERVICE 5.4%
AT&T Corporation                                        37,650       2,101,341
MCI WorldCom, Inc. (b)                                  26,800       2,311,500
                                                                    ----------
                                                                     4,412,841
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS (Cost $58,602,668)                              79,832,214
- --------------------------------------------------------------------------------

PREFERRED STOCKS 0.0%
Fresenius National Medical Care, Inc. Class D (b)        8,500             127
- --------------------------------------------------------------------------------
TOTAL PREFERRED STOCKS (Cost $0)                                           127
- --------------------------------------------------------------------------------

4
<PAGE>

- --------------------------------------------------------------------------------
================================================================================
                         STRONG VALUE FUND (continued)
================================================================================
                                                    Shares or
                                                    Principal         Value
                                                      Amount         (Note 2)
- --------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS (a) 3.2%
COMMERCIAL PAPER
INTEREST BEARING, DUE UPON DEMAND
General Mills, Inc., 4.82%                          $1,722,200     $ 1,722,200
Pitney Bowes Credit Corporation, 4.82%                   5,500           5,500
Warner Lambert Company, 4.91%                          245,600         245,600
Wisconsin Electric Power Company, 4.91%                669,200         669,200
                                                                   -----------
                                                                     2,642,500

- --------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (Cost $2,642,500)                       2,642,500
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES (Cost $61,245,168) 100.4%           82,474,841
Other Assets and Liabilities, Net (0.4%)                              (345,852)
- --------------------------------------------------------------------------------
NET ASSETS 100.0%                                                  $82,128,989
================================================================================

- --------------------------------------------------------------------------------
LEGEND
- --------------------------------------------------------------------------------
(a)  Short-term  investments  include any security  which has a maturity of less
     than one year.
(b)  Non-income producing security.

Percentages are stated as a percent of net assets.



STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------
June 30, 1999 (Unaudited)

                                                            STRONG VALUE
                                                                FUND
                                                            ------------
ASSETS:
  Investments in Securities, at Value
    (Cost of $61,245,168)                                    $82,474,841
  Receivable for Securities Sold                                 304,682
  Receivable for Fund Shares Sold                                    494
  Dividends and Interest Receivable                               96,477
  Other Assets                                                    28,400
                                                             -----------
  Total Assets                                                82,904,894

LIABILITIES:
  Payable for Securities Purchased                               706,518
  Payable for Fund Shares Redeemed                                43,988
  Accrued Operating Expenses and Other Liabilities                25,399
                                                             -----------
  Total Liabilities                                              775,905
                                                             -----------
NET ASSETS                                                   $82,128,989
                                                             ===========
NET ASSETS CONSIST OF:
  Capital Stock (par value and paid-in capital)              $55,143,162
  Undistributed Net Investment Income                             47,222
  Undistributed Net Realized Gain                              5,708,932
  Net Unrealized Appreciation                                 21,229,673
                                                             -----------
  Net Assets                                                 $82,128,989
                                                             ===========
Capital Shares Outstanding (Unlimited Number Authorized)       5,304,266

NET ASSET VALUE PER SHARE                                         $15.48
                                                                  ======


                       See Notes to Financial Statements.

                                                                               5

<PAGE>

STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the Six Months Ended June 30, 1999 (Unaudited)

                                                                    STRONG VALUE
                                                                        FUND
                                                                    ------------
INCOME:
  Dividends                                                          $  604,152
  Interest                                                               89,072
                                                                     ----------
  Total Income                                                          693,224

EXPENSES:
  Investment Advisory Fees                                              412,354
  Custodian Fees                                                          3,083
  Shareholder Servicing Costs                                            87,743
  Other                                                                  59,279
                                                                     ----------
  Total Expenses                                                        562,459
                                                                     ----------
NET INVESTMENT INCOME                                                   130,765

REALIZED AND UNREALIZED GAIN (LOSS):
  Net Realized Gain on Investments                                    6,061,887
  Net Change in Unrealized Appreciation/Depreciation on Investments  (2,316,039)
                                                                     ----------
NET GAIN ON INVESTMENTS                                               3,745,848
                                                                     ----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                 $3,876,613
                                                                     ==========


<TABLE>

STATEMENTS OF CHANGES IN NET ASSETS
- ---------------------------------------------------------------------------------------------
<CAPTION>
                                                                    STRONG VALUE FUND
                                                             --------------------------------
                                                             Six Months Ended    Year Ended
                                                               June 30, 1999    Dec. 31, 1998
                                                             ----------------   -------------
                                                                (Unaudited)
OPERATIONS:
<S>                                                             <C>              <C>
  Net Investment Income                                         $   130,765      $   497,380
  Net Realized Gain                                               6,061,887        3,779,680
  Net Change in Unrealized Appreciation/Depreciation             (2,316,039)       9,933,445
                                                                -----------      -----------
  Net Increase in Net Assets Resulting from Operations            3,876,613       14,210,505

DISTRIBUTIONS:
  From Net Investment Income                                        (97,924)        (446,330)
  From Net Realized Gains                                          (826,947)      (5,167,200)
                                                                -----------      -----------
  Total Distributions                                              (924,871)      (5,613,530)

CAPITAL SHARE TRANSACTIONS:
  Proceeds from Shares Sold                                      10,063,896       45,279,469
  Proceeds from Reinvestment of Distributions                       902,182        5,500,744
  Payment for Shares Redeemed                                   (23,139,362)     (61,562,894)
                                                                -----------      -----------
  Net Decrease in Net Assets from Capital Share Transactions    (12,173,284)     (10,782,681)
                                                                -----------      -----------
TOTAL DECREASE IN NET ASSETS                                     (9,221,542)      (2,185,706)

NET ASSETS:
  Beginning of Period                                            91,350,531       93,536,237
                                                                -----------      -----------
  End of Period                                                 $82,128,989      $91,350,531
                                                                ===========      ===========
TRANSACTIONS IN SHARES OF THE FUND:
  Sold                                                              664,290        3,192,624
  Issued in Reinvestment of Distributions                            61,415          380,493
  Redeemed                                                       (1,530,853)      (4,257,839)
                                                                -----------      -----------
  Net Decrease in Shares of the Fund                               (805,148)        (684,722)
                                                                ===========      ===========
</TABLE>

                                  See Notes to Financial Statements.

6
<PAGE>

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
June 30, 1999 (Unaudited) (Unaudited)

1.   ORGANIZATION
     The Strong Value Fund is a diversified series of Strong Equity Funds, Inc.,
     an open-end  management  investment company registered under the Investment
     Company Act of 1940.

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  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 June 30, 1999.

     (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  for  financial  statement
          purposes 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.

          The Fund generally pays dividends from net investment income quarterly
          and distributes any net capital gains that it realizes annually.

     (C)  Realized  Gains and Losses on  Investment  Transactions  -- Investment
          security  transactions  are  recorded as of the trade  date.  Gains or
          losses realized on investment transactions are determined by comparing
          the  identified  cost of the  security  lot sold  with  the net  sales
          proceeds.

     (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.

          Investments  in  foreign   denominated   assets  or  forward  currency
          contracts may involve greater risks than domestic investments,  due to
          currency, political and economic, regulatory and market risks.

     (E)  Foreign Currency Translation -- Investment securities and other assets
          and  liabilities   initially   expressed  in  foreign  currencies  are
          converted to U.S. dollars based upon current exchange rates. Purchases
          and sales of foreign investment securities 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.

     (F)  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.

     (G)  Other  --  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
     Strong Capital Management, Inc. (the "Advisor"), with whom certain officers
     and  directors of the Fund are  affiliated,  provides  investment  advisory
     services 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

                                                                               7
<PAGE>

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
June 30, 1999 (Unaudited)

     Fund's operating  expenses exceed 2% of the average daily net assets of the
     Fund.  In  addition,  the Fund's  Advisor may  voluntarily  waive or absorb
     certain expenses at their discretion. Shareholder recordkeeping and related
     service fees are based on contractually established rates for each open and
     closed  shareholder  account.  The Advisor is compensated for certain other
     services related to costs incurred for reports to shareholders.

     Sloate,  Weisman, Murray & Company, Inc. ("Sloate") manages the investments
     of  Strong  Value  Fund  under an  agreement  with the  Advisor.  Sloate is
     compensated by the Advisor (not the Fund) and bears all of its own expenses
     in providing subadvisory services.

     The Fund may invest cash 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 June 30, 1999,  shareholder  servicing
     and other expenses paid to the Advisor,  and  unaffiliated  directors' fees
     for  the  six  months  then  ended,   were   $11,141,   $88,278  and  $750,
     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 June 30, 1999,  there were no borrowings by the Fund  outstanding  under
     the LOC.

5.   INVESTMENT TRANSACTIONS
     The  aggregate  purchases  and sales of  long-term  securities  for the six
     months ended June 30, 1999 were $33,429,386 and $44,516,901, respectively.

6.   INCOME TAX INFORMATION
     At June 30, 1999,  the cost of investments in securities for federal income
     tax purposes was $61,296,797. Net unrealized appreciation of securities was
     $21,178,044 consisting of gross unrealized appreciation and depreciation of
     $21,315,594 and $137,550 respectively.

<TABLE>
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------------------------------
STRONG VALUE FUND
- --------------------------------------------------------------------------------------------------------
                                                                            Period Ended
                                                             -------------------------------------------
<CAPTION>
                                                             June 30,   Dec. 31,    Dec. 31,    Dec. 31,
Selected Per-Share Data(a)                                   1999(b)      1998        1997        1996
- --------------------------------------------------------------------------------------------------------
<S>                                                          <C>         <C>         <C>         <C>
Net Asset Value, Beginning of Period                         $14.95      $13.77      $11.55      $10.00
Income From Investment Operations
  Net Investment Income                                        0.03        0.08        0.10        0.13
  Net Realized and Unrealized Gains on Investments             0.67        1.97        2.86        1.55
- --------------------------------------------------------------------------------------------------------
  Total from Investment Operations                             0.70        2.05        2.96        1.68
Less Distributions
  From Net Investment Income                                  (0.02)      (0.07)      (0.10)      (0.13)
  From Net Realized Gains                                     (0.15)      (0.80)      (0.64)         --
- --------------------------------------------------------------------------------------------------------
  Total Distributions                                         (0.17)      (0.87)      (0.74)      (0.13)
- --------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period                               $15.48      $14.95      $13.77      $11.55
========================================================================================================
Ratios and Supplemental Data
- --------------------------------------------------------------------------------------------------------
  Total Return                                                +4.7%      +15.2%      +25.9%      +16.8%
  Net Assets, End of Period (In Millions)                       $82         $91         $94         $55
  Ratio of Expenses to Average Net Assets                      1.3%*       1.3%        1.3%        1.5%
  Ratio of Net Investment Income to Average Net Assets         0.3%*       0.5%        0.8%        1.5%
  Portfolio Turnover Rate                                     41.3%       92.6%      103.0%       89.5%


  *  Calculated on an annualized basis.
(a)  Information  presented  relates  to a share  of  capital  stock of the Fund outstanding for the
     entire period.
(b)  For the six months ended June 30, 1999 (unaudited).


                                      See Notes to Financial Statements.
</TABLE>
8
<PAGE>
                                    DIRECTORS
                                Richard S. Strong
                                 Willie D. Davis
                                 Stanley Kritzik
                                Marvin E. Nevins
                                 William F. Vogt

                                    OFFICERS
                    Richard S. Strong, Chairman of the Board
                          Mary F. Hoppa, Vice President
                         John S. Weitzer, Vice President
              Stephen J. Shenkenberg, Vice President and Secretary
                            John W. Widmer, Treasurer

                               INVESTMENT ADVISOR
                         Strong Capital Management, Inc.
                    P.O. Box 2936, Milwaukee, Wisconsin 53201

                                   DISTRIBUTOR
                         Strong Funds Distributors, Inc.
                    P.O. Box 2936, Milwaukee, Wisconsin 53201

                                    CUSTODIAN
                              Firstar Trust Company
                    P.O. Box 701, Milwaukee, Wisconsin 53201

                  TRANSFER AGENT AND DIVIDEND-DISBURSING AGENT
                         Strong Capital Management, Inc.
                    P.O. Box 2936, Milwaukee, Wisconsin 53201

                             INDEPENDENT ACCOUNTANTS
                           PricewaterhouseCoopers LLP
              100 East Wisconsin Avenue, Milwaukee, Wisconsin 53202

                                  LEGAL COUNSEL
                              Godfrey & Kahn, S.C.
               780 North Water Street, Milwaukee, Wisconsin 53202
<PAGE>

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 report does not  constitute  an offer for the
sale of securities. Strong Funds are offered for sale by prospectus only.


                             [PICTURE OF TELEPHONE]
                        To order a free prospectus kit,
                              CALL 1-800-368-1030.

                         To learn more about our funds,
                          discuss an existing account,
                           or conduct a transaction,
                              CALL 1-800-368-3863.

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

                                  If you are a
                            Financial Professional,
                              CALL 1-800-368-1683



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                                  STRONG FUNDS
                   P.O. Box 2936 o Milwaukee, Wisconsin 53201
                       Strong Investments, Inc. 12422H99                   SVAL
<PAGE>


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