STRONG EQUITY FUNDS INC
N-30D, 1999-03-04
Previous: STRONG EQUITY FUNDS INC, N-30D, 1999-03-04
Next: STEWART W P & CO GROWTH FUND INC, N-30D, 1999-03-04




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

                                     VALUE
                                      FUND

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



                        [PHOTO OF STRONG FUNDS BUILDING]

                                  [STRONG LOGO]
                                  STRONG FUNDS

<PAGE>

                            LETTER FROM THE CHAIRMAN

Dear Strong Investor,

     It was a rainy Friday night in Owings  Mills,  Md., in October  1996. I was
sitting on the set of "Wall Street Week," being  interviewed by Louis  Rukeyser.
We had been  talking  about the  incredible  bull  market  that was  heading for
another year of  double-digit  returns.  Lou  asked--with  tongue in cheek--if I
thought it could last forever.

     My response  was that I didn't know how long the bull would run, but that I
was pretty sure of one thing: We ought to enjoy it. We live in remarkable times,
the kind of times we only  dreamt  about when I was in  school.  I told Lou that
inflation was almost  nonexistent,  interest rates appeared to be heading lower,
and American technology had made a lot of companies  unbelievably  efficient and
productive.

     "It's the best I've seen things in the 30 years since I got out of school,"
I said.

     "Then you'd say the future probably lies ahead of us," observed Lou.

     "Yes," I replied, "I'd say the future is ahead of us."

     Here we are more  than two years  later,  fast  approaching  the end of the
millennium,  and the story  line is pretty  much  unchanged.  Inflation  is low,
interest  rates are still moving  down--(and  we believe they will move lower in
the months and years ahead)--and one technological miracle after another arrives
regularly.

     Beyond that,  we've just come off the fourth  successive  year in which the
S&P 500 returned more than 20%.  Mind you, not every common stock  finished 1998
so strong.  Once again the  investment  gods  smiled  mainly on the bigger  blue
chips. But generally  speaking,  after encountering some "air pockets" over Asia
last summer,  the US and European  markets  rebounded  when the Federal  Reserve
reduced interest rates three times.

     If there was one lesson  that the markets  taught us last year,  it was the
importance  of  creating  a  balanced  portfolio.   That  means  splitting  your
investments between stocks,  bonds and cash. Common stocks today are the darling
of American investors,  particularly the technology stocks. Bonds are not nearly
as romantic, and are also a little tougher to get your arms around. But there is
no disputing their importance in a sound,  balanced investment  portfolio.  They
generate a consistent stream of income and provide  protection when inflation is
low.

     You ought to remember that in 1999. As long as interest  rates fall,  bonds
will continue to provide very attractive returns. If you find the world of bonds
a little tough to figure at times--as a number of our shareholders have reminded
us--call for a better explanation. We'll be happy to walk you through the math.

     You  should  also make  sure to spread  out your  stock  investments  among
small-,  medium-, and large-cap stocks. While the blue chips, Internet and other
tech stocks  received the spotlight in 1998, they are not the only game in town.
There are an awful lot of smart,  solid,  mid-sized and smaller companies out in
the common stock universe that have not shared in the run-up.  You can find some
great bargains and, sooner or later, these companies are going to get their due.

                                                       /s/ Dick
<PAGE>

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

                                      VALUE
                                      FUND

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

                               TABLE OF CONTENTS

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

FINANCIAL INFORMATION
  Schedule of Investments in Securities ...................................4
  Statement of Assets and Liabilities .....................................6
  Statement of Operations .................................................7
  Statements of Changes in Net Assets .....................................8
  Notes to Financial Statements ...........................................9

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

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

<PAGE>

                                         =====
                              THE STRONG VALUE FUND
                              -----------=====-----

FUND 
 HIGHLIGHTS

o    The Strong Value Fund was up 15.17% for the year ended December 31, 1998.

o    The Fund  benefited  from  hold-ings  in cable and  telecomm-unications  as
     investors bid up prices of these "new age" communications delivery systems.

o    A  number  of  the  Fund's  consumer  holdings   increased   substantially.
     Better-than-expected   earnings  and  improved  operations  from  corporate
     restructuring generated gains for these stocks.

o    Above-average  cash balances due to high market volatility and our exposure
     to the energy sector hurt the Fund's performance.

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

            AVERAGE ANNUAL
            TOTAL RETURNS

            As of 12-31-98
         
         1-year      15.17%
         
Since Inception      19.21%
  (on 12-29-95)

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

            FIVE LARGEST
           STOCK HOLDINGS

           As of 12-31-98

SECURITY                % OF NET ASSETS

Rite Aid Corporation               4.8%

McDonald's Corporation             4.6%

Waste Management, Inc.             4.4%

MCI WorldCom, Inc.                 4.2%

Eastman Kodak Company              4.2%

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

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

1998 was an intense and memorable year,  capped by a fourth quarter that was one
of the best on  record.  The  volatility  of stock  prices  throughout  the year
enabled us to  purchase  equities at  undervalued  prices even as the market was
soaring to new heights.  As always, the presence of a catalyst and the valuation
are the key inputs in any transaction in which we are involved.

The Fund increased its exposure in the health care sector by purchasing American
Home Products,  Bristol-Myers Squibb,  Beckman Coulter, and HBO & Company. Three
trends--demographics,  research and development spending,  and the need to lower
health care  costs--will  drive this sector's  future growth.  We maintained our
sizable  holding in Rite Aid as the  company  continued  to benefit  from rising
prescription drug usage and higher drug prices.

Other  purchases of note  included  doubling our position in  McDonald's,  which
benefited from management changes and a restructuring to lower costs and improve
quality of food service. We also boosted the Fund's position in CIGNA, a managed
care/insurance  company  that  is  successfully   restructuring  operations  and
increasing  profitability  while  focusing on health care and  employee  benefit
insurance.  In addition,  the outlook for Waste Management improved dramatically
as it  was  acquired  by USA  Waste,  one of  the  best-managed  waste  industry
companies.

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

                                                   THE VOLATILITY OF STOCK  

                                                      PRICES THROUGHOUT  

                                                     THE YEAR ENABLED US

                                                    TO PURCHASE EQUITIES 

                                                       AT UNDERVALUED 

                                                     PRICES EVEN AS THE 

                                                     MARKET WAS SOARING 

                                                       TO NEW HEIGHTS.

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

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

2
<PAGE>

The Fund sold several stocks that reached our price  objectives and, in order to
improve the quality of the  portfolio,  some  positions  that had  disappointing
results.  We  sold  several  cyclical  manufacturers  and  health  care  service
providers,  and reduced the Fund's exposure in the energy sector. In a year when
the market largely favored  technology and growth stocks, two areas not included
in the  Fund's  "value-oriented"  portfolio,  we're  pleased  with  the  overall
performance achieved.

While the U.S.  economy is  strong,  growth  could slow in 1999 given  declining
commodity  prices,  limited  ability  of  manufacturers  to raise  prices due to
worldwide  over-capacity,  a very mature  economy,  and lessened demand from our
nation's  international  trading partners. A slow recovery overseas could dampen
U.S.  economic  growth in  general  and  impede  earnings  growth for the Fund's
multinational holdings, including Eastman Kodak, Texaco, and Ford.

Given our slow earnings  growth  expectations  for the market,  we will look for
companies  that  demonstrate   better-than-market  growth  and  are  selling  at
reasonable  valuations.  We  appreciate  your trust and look  forward to another
successful year.


                     GROWTH OF AN ASSUMED $10,000 INVESTMENT
                            From 12-29-95 to 12-31-98
                    
[GRAPH]                                                 Lipper Growth  
                      THE STRONG        S & P 500        and Income
                      VALUE FUND         Index*         Funds Index*

            12-95       10,000           10,000             10,000
            6-96        11,072           11,009             10,846
            12-96       11,681           12,295             12,067
            6-97        13,140           14,829             13,991
            12-97       14,710           16,398             15,310
            6-98        16,452           19,302             17,089
            12-98       16,941           21,085             17,390


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.  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 market was  affected by the  accelerating  Asian  contagion,  declining
     interest rates, and a disinflationary  environment. In the third and fourth
     quarters,  the Fed moved to  prevent a  liquidity  crisis  from  becoming a
     worldwide disaster by lowering interest rates three times within 60 days.

o    For the year, the Russell 3000(R) Index was up 24.14% and the S&P 500 Index
     was up 28.58%, although the average S&P 500 stock was up only 10.8%.* These
     "broad"   market   indices   are   dominated   by   a   small   number   of
     mega-capitalization  growth stocks that far outperformed  most other stocks
     in 1998.

                                                                             3
<PAGE>

SCHEDULE OF INVESTMENTS IN SECURITIES                          DECEMBER 31, 1998
- --------------------------------------------------------------------------------
================================================================================
                               STRONG VALUE FUND
================================================================================
                                                  Shares or
                                                  Principal    Value
                                                    Amount    (Note 2)
- --------------------------------------------------------------------------------

COMMON STOCKS 95.0%
AEROSPACE & DEFENSE 1.9%
Raytheon Company Class A                            32,700   $1,690,181

AUTOMOBILE 4.6%
Ford Motor Company                                  55,800    3,274,763
General Motors Corporation                          13,400      958,938
                                                             ----------
                                                              4,233,701
BANK - MONEY CENTER 1.5%
Citigroup, Inc.                                     28,600    1,415,700

COMPUTER SOFTWARE 2.0%
HBO & Company                                       64,500    1,850,344

DIVERSIFIED OPERATIONS 1.8%
Tyco International, Ltd.                            21,266    1,604,254

ELECTRIC POWER 3.9%
Duke Energy Corporation                             18,835    1,206,617
New Century Energies, Inc.                          23,000    1,121,250
UtiliCorp United, Inc.                              33,600    1,232,700
                                                             ----------
                                                              3,560,567
FINANCE - MISCELLANEOUS 1.8%
American Express Company                             9,500      971,375
SunAmerica, Inc.                                     8,500      689,563
                                                             ----------
                                                              1,660,938
FOOD 4.0%
ConAgra, Inc.                                       38,000    1,197,000
General Mills, Inc.                                 31,800    2,472,450
                                                             ----------
                                                              3,669,450
HEALTHCARE - DRUG/DIVERSIFIED 5.8%
American Home Products Corporation                  18,000    1,013,625
Bristol-Myers Squibb Company                        10,900    1,458,556
Eli Lilly & Company                                 31,200    2,772,900
                                                             ----------
                                                              5,245,081
HEALTHCARE - INSTRUMENTATION 1.1%
Beckman Coulter, Inc.                               18,100      981,925

HEALTHCARE - MEDICAL SUPPLY 2.1%
McKesson Corporation                                24,000    1,897,500

HEALTHCARE - PATIENT CARE 2.9%
Pacificare Health Systems, Inc. Class B (b)         33,000    2,623,500

INSURANCE - ACCIDENT & HEALTH 2.8%
Provident Companies, Inc.                           62,300    2,585,450

INSURANCE - DIVERSIFIED 3.7%
CIGNA Corporation                                   43,800    3,386,287

INSURANCE - LIFE 0.5%
The MONY Group, Inc. (b)                            15,400      482,212

INSURANCE - PROPERTY & CASUALTY 2.2%
American International Group, Inc.                   3,000      289,875
MBIA, Inc.                                          12,000      786,750
Mercury General Corporation                         20,300      889,394
                                                             ----------
                                                              1,966,019
LEISURE PRODUCT 4.2%
Eastman Kodak Company                               52,700    3,794,400

LEISURE SERVICE 2.2%
International Game Technology                       83,800    2,037,387

MEDIA - RADIO/TV 6.9%
CBS Corporation                                    104,400    3,419,100
Cox Communications, Inc. Class A (b)                14,700    1,016,138
Time Warner, Inc.                                   30,000    1,861,875
                                                             ----------
                                                              6,297,113
NATURAL GAS DISTRIBUTION 1.1%
Kinder Morgan Energy Partners LP                    27,900    1,011,375

OFFICE AUTOMATION 1.7%
Xerox Corporation                                   12,900    1,522,200

OIL - INTERNATIONAL INTEGRATED 3.0%
Chevron Corporation                                 11,000      912,312
Conoco, Inc. Class A (b)                             3,000       62,625
Texaco, Inc.                                        34,100    1,803,038
                                                             ----------
                                                              2,777,975
PERSONAL & COMMERCIAL LENDING 4.6%
Associates First Capital Corporation                74,648    3,163,209
SLM Holding Corporation                             22,000    1,056,000
                                                             ----------
                                                              4,219,209
POLLUTION CONTROL 4.4%
Waste Management, Inc.                              86,067    4,012,874

REAL ESTATE 3.0%
Vornado Operating, Inc. (b)                          4,020       32,411
Vornado Realty Trust                                80,400    2,713,500
                                                             ----------
                                                              2,745,911
RETAIL - DEPARTMENT STORE 1.1%
Federated Department Stores, Inc. (b)               23,800    1,036,787

RETAIL - DRUG STORE 4.8%
Rite Aid Corporation                                88,400    4,381,325

RETAIL - FOOD CHAIN 2.3%
Albertson's, Inc.                                   33,200    2,114,425

RETAIL - RESTAURANT 4.6%
McDonald's Corporation                              54,700    4,191,387

RETAIL - SPECIALTY 0.1%
Tiffany & Company                                    2,500      129,688

TELECOMMUNICATION SERVICE 8.4%
AT&T Corporation                                    15,900    1,196,475
AirTouch Communications, Inc. (b)                   35,700    2,574,863
MCI WorldCom, Inc. (b)                              53,800    3,860,150
                                                             ----------
                                                              7,631,488
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS (COST $63,196,858)                       86,756,653
- --------------------------------------------------------------------------------

CONVERTIBLE PREFERRED STOCKS 0.5%
Vornado Realty Trust 6.50% Series A                  8,600      417,100
- --------------------------------------------------------------------------------
TOTAL CONVERTIBLE PREFERRED STOCKS (COST $431,438)              417,100
- --------------------------------------------------------------------------------

PREFERRED STOCKS 0.0%
Fresenius National Medical Care, Inc. Class D (b)    8,500          255
- --------------------------------------------------------------------------------
TOTAL PREFERRED STOCKS (COST $0)                                    255
- --------------------------------------------------------------------------------

4
<PAGE>

- --------------------------------------------------------------------------------
================================================================================
                         STRONG VALUE FUND (continued)
================================================================================
                                                   Shares or
                                                   Principal       Value
                                                    Amount        (Note 2)
- --------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS (a) 4.1%
COMMERCIAL PAPER 1.8%
INTEREST BEARING, DUE UPON DEMAND
Pitney Bowes Credit Corporation, 5.23%            $  486,800    $   486,800
Warner Lambert Company, 5.18%                        194,000        194,000
Wisconsin Corporate Central Credit Union, 5.30%    1,005,300      1,005,300
                                                                  1,686,100
REPURCHASE AGREEMENT 2.3%
Goldman, Sachs & Company, Inc., (Dated 12/31/98),
  4.55%, Due 1/04/99 (Repurchase proceeds
  $2,101,062); Collateralized by: $1,370,000 United
  States Treasury Bonds, 12.00%, Due 8/15/13
  (Market Value $2,148,845) (c)                    2,100,000      2,100,000
- --------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (COST $3,786,100)                    3,786,100
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES (COST $67,414,396) 99.6%         90,960,108
Other Assets and Liabilities, Net 0.4%                              390,423
- --------------------------------------------------------------------------------
NET ASSETS 100.0%                                               $91,350,531
================================================================================

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 VALUE
                                                                 FUND
                                                             ------------
ASSETS:
  Investments in Securities, at Value
    (Cost of $67,414,396)                                    $90,960,108
  Receivable for Securities Sold                                 324,702
  Receivable for Fund Shares Sold                                 13,874
  Dividends and Interest Receivable                               77,886
  Other Assets                                                    31,666
                                                             -----------
  Total Assets                                                91,408,236

LIABILITIES:
  Payable for Fund Shares Redeemed                                23,062
  Accrued Operating Expenses and Other Liabilities                34,643
                                                             -----------
  Total Liabilities                                               57,705
                                                             -----------
NET ASSETS                                                   $91,350,531
                                                             ===========

NET ASSETS CONSIST OF:
  Capital Stock (par value and paid-in capital)              $67,316,447
  Undistributed Net Investment Income                             14,381
  Undistributed Net Realized Gain                                473,991
  Net Unrealized Appreciation                                 23,545,712
                                                             -----------
  Net Assets                                                 $91,350,531
                                                             ===========
Capital Shares Outstanding (Unlimited Number Authorized)       6,109,415

NET ASSET VALUE PER SHARE                                         $14.95
                                                                  ======



                       See Notes to Financial Statements.

6
<PAGE>

STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the Year Ended December 31, 1998

                                                                    STRONG VALUE
                                                                        FUND
                                                                    ------------
INCOME:
  Dividends                                                         $ 1,411,307
  Interest                                                              351,729
                                                                    -----------
  Total Income                                                        1,763,036

EXPENSES:
  Investment Advisory Fees                                              948,313
  Custodian Fees                                                          5,853
  Shareholder Servicing Costs                                           202,832
  Other                                                                 108,658
                                                                    -----------
  Total Expenses                                                      1,265,656
                                                                    -----------
NET INVESTMENT INCOME                                                   497,380

REALIZED AND UNREALIZED GAIN:
  Net Realized Gain on Investments                                    3,779,680
  Net Change in Unrealized Appreciation/Depreciation on Investments   9,933,445
                                                                    -----------
NET GAIN ON INVESTMENTS                                              13,713,125
                                                                    -----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                $14,210,505
                                                                    ===========



                       See Notes to Financial Statements.

                                                                             7
<PAGE>
<TABLE>

STATEMENTS OF CHANGES IN NET ASSETS
- ---------------------------------------------------------------------------------------------------------------
                                                                              STRONG VALUE FUND
                                                                       -------------------------------
<CAPTION>
                                                                         Year Ended       Year Ended
                                                                        Dec. 31, 1998    Dec. 31, 1997
                                                                        -------------    -------------
<S>                                                                     <C>              <C>
OPERATIONS:
  Net Investment Income                                                  $   497,380       $   615,006
  Net Realized Gain                                                        3,779,680         5,877,880
  Net Change in Unrealized Appreciation/Depreciation                       9,933,445        10,590,377
                                                                         -----------       -----------
  Net Increase in Net Assets Resulting from Operations                    14,210,505        17,083,263
DISTRIBUTIONS:
  From Net Investment Income                                                (446,330)         (615,576)
  From Net Realized Gains                                                 (5,167,200)       (4,122,458)
                                                                         -----------       ----------- 
  Total Distributions                                                     (5,613,530)       (4,738,034)
CAPITAL SHARE TRANSACTIONS:
  Proceeds from Shares Sold                                               45,279,469        56,387,272
  Proceeds from Reinvestment of Distributions                              5,500,744         4,652,803
  Payment for Shares Redeemed                                            (61,562,894)      (35,344,567)
                                                                         -----------       ----------- 
  Net Increase (Decrease) in Net Assets from Capital Share Transactions  (10,782,681)       25,695,508
                                                                         -----------       -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS                                   (2,185,706)       38,040,737
NET ASSETS:
  Beginning of Year                                                       93,536,237        55,495,500
                                                                         -----------       -----------
  End of Year                                                            $91,350,531       $93,536,237
                                                                         ===========       ===========
TRANSACTIONS IN SHARES OF THE FUND:
  Sold                                                                     3,192,624         4,408,449
  Issued in Reinvestment of Distributions                                    380,493           347,857
  Redeemed                                                                (4,257,839)       (2,768,939)
                                                                          ----------        ---------- 
  Net Increase (Decrease) in Shares of the Fund                             (684,722)        1,987,367
                                                                          ==========        ==========

</TABLE>

                       See Notes to Financial Statements.

8
<PAGE>

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

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  when 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
          commericial  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 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.

          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  (none were written
          during the period).  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.

     (G)  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.

                                                                             9
<PAGE>

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

     (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  bank in a manner  sufficient  to
          enable the Fund to obtain those  securities  in the event of a default
          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   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 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   contractually
     established  rates  for  each  open  and  closed  shareholder  account.  In
     addition,  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  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 $20,192, $212,116 and $1,500,
     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 $81,543,986 and $95,837,345, respectively.

10
<PAGE>

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

6.   INCOME TAX INFORMATION
     At December 31, 1998,  the cost of  investments  in securities  for federal
     income  tax  purposes  was  $67,440,383.  Net  unrealized  appreciation  of
     securities was $23,519,725 consisting of gross unrealized  appreciation and
     depreciation of $23,993,587 and $473,862, respectively.

     For corporate  shareholders  in the Fund, the percentage of dividend income
     distributed  for the year ended  December 31, 1998 which is  designated  as
     qualifying for the dividends-received deduction is 100.0% (unaudited).

     During  the year ended  December  31,  1998,  the Fund paid  capital  gains
     distributions  (taxable as long-term  capital gains at 20%) to shareholders
     of $4,788,757 (unaudited).


<TABLE>
FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------------------------------
STRONG VALUE FUND
- --------------------------------------------------------------------------------------------
<CAPTION>
                                                                         Year Ended
                                                               -----------------------------
<S>                                                            <C>         <C>        <C> 
SELECTED PER-SHARE DATA(a)                                      1998        1997       1996
- --------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period                           $13.77      $11.55     $10.00
Income From Investment Operations
  Net Investment Income                                          0.08        0.10       0.13
  Net Realized  and Unrealized Gains on Investments              1.97        2.86       1.55
- --------------------------------------------------------------------------------------------
  Total from Investment Operations                               2.05        2.96       1.68
Less Distributions
  From Net Investment Income                                    (0.07)      (0.10)     (0.13)
  From Net Realized Gains                                       (0.80)      (0.64)        --
- --------------------------------------------------------------------------------------------
  Total Distributions                                           (0.87)      (0.74)     (0.13)
- --------------------------------------------------------------------------------------------
Net Asset Value, End of Period                                 $14.95      $13.77     $11.55
============================================================================================

RATIOS AND SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------
Total Return                                                   +15.2%      +25.9%     +16.8%
Net Assets, End of Period (In Millions)                           $91         $94        $55
Ratio of Expenses to Average Net Assets                          1.3%        1.3%       1.5%
Ratio of Net Investment Income to Average Net Assets             0.5%        0.8%       1.5%
Portfolio Turnover Rate                                         92.6%      103.0%      89.5%

</TABLE>

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

See Notes to Financial Statements.

                                                                             11
<PAGE>

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

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 Value Fund (the "Fund") (one
of the portfolios  constituting Strong Equity Funds, Inc.) at December 31, 1998,
the results 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 periods  indicated,  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 8, 1999



12
<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
                        Thomas P. Lemke, Vice President
                        John S. Weitzer, Vice President
              Stephen J. Shenkenberg, Vice President and Secretary
                           Dana J. Russart, Treasurer

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

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

                                   CUSTODIAN
                          Firstar Bank Milwaukee, N.A.
                    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



                    [PICTURES OF STRONG WEB SITE ON COMPUTER]
                                 Strong On-line
                               www.strongfunds.com




                                  [STRONG LOGO]

                                  STRONG FUNDS
                   P.O. Box 2963 o Milwaukee, Wisconsin 53201
                       Strong Investments, Inc. 10380A99Y                   AVAL



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission