UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REOPRT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act File Number 811-179
Name of registrant as specified in charter: Central Securities Corporation
Address of principal executive offices:
630 Fifth Avenue
Suite 820
New York, New York 10111
Name and address of agent for service:
Central Securities Corporation, Wilmot H. Kidd, President
630 Fifth Avenue
Suite 820
New York, New York 10111
Registrant's telephone number, including area code: 212-698-2020
Date of fiscal year end: December 31, 2004
Date of reporting period: June 30, 2004
Item 1. Reports to Stockholders.
================================================================================
CENTRAL SECURITIES CORPORATION
----------
SEMI-ANNUAL REPORT
JUNE 30, 2004
================================================================================
CENTRAL SECURITIES CORPORATION
(Organized on October 1, 1929 as an investment company, registered as such with
the Securities and Exchange Commission under the provisions of the Investment
Company Act of 1940.)
TEN YEAR HISTORICAL DATA
Per Share of Common Stock
-------------------------------------------------------------------------------
Total Convertible Net Net Net realized Unrealized
net Preference asset investment Divi- Distribu- investment appreciation
Year assets Stock(A) value income(B) dends(C) tions(C) gain of investments
---- ------ -------- ----- ------------------ -------- ---- --------------
1993 $218,868,360 $9,960,900 $17.90 $111,304,454
1994 226,639,144 9,687,575 17.60 $.23 $.22 $1.39 $16,339,601 109,278,788
1995 292,547,559 9,488,350 21.74 .31 .33 1.60 20,112,563 162,016,798
1996 356,685,785 9,102,050 25.64 .27 .28 1.37 18,154,136 214,721,981
1997 434,423,053 9,040,850 29.97 .24 .34 2.08 30,133,125 273,760,444
1998 476,463,575 8,986,125 31.43 .29 .29 1.65 22,908,091 301,750,135
1999 590,655,679 -- 35.05 .26 .26 2.34 43,205,449 394,282,360
2000 596,289,086 -- 32.94 .32 .32 4.03 65,921,671 363,263,634
2001 539,839,060 -- 28.54 .18 .22 1.58* 13,662,612 304,887,640
2002 361,942,568 -- 18.72 .14 .14 1.11 22,869,274 119,501,484
2003 478,959,218 -- 24.32 .09 .11 1.29 24,761,313 229,388,141
Six mos. to
June 30,
2004** 526,780,137 -- 26.87 .08 .05 .10 23,778,997 256,585,611
----------
A - At liquidation preference.
B - Excluding gains or losses realized on sale of investments and the dividend
requirement on the Convertible Preference Stock which was redeemed on
August 1, 1999.
C - Computed on the basis of the Corporation's status as a "regulated
investment company" for Federal income tax purposes. Dividends are from
undistributed net investment income. Distributions are from long-term
investment gains.
* Includes a non-taxable return of capital of $.55.
** Unaudited.
The Common Stock is listed on the American Stock Exchange. On June 30,
2004 the market quotations were as follows:
Common Stock................................ $22.87 low, $23.25 high
and last sale
[2]
To the Stockholders of
CENTRAL SECURITIES CORPORATION:
Financial statements for the six months ended June 30, 2004 reviewed by
our independent accountants and other pertinent information are submitted
herewith.
Comparative net assets are as follows:
June 30,
2004 December 31,
(Unaudited) 2003
---------- ------------
Net assets..................................... $526,780,137 $478,959,218
Net assets per share of Common Stock........... 26.87 24.32
Shares of Common Stock outstanding......... 19,606,477 19,692,777
Comparative operating results are as follows:
Six months ended June 30,
-----------------------------
2004 2003
(Unaudited) (Unaudited)
----------- -----------
Net investment income............................ $ 1,648,747 $ 1,325,898
Per share of Common Stock.................... .08* .07*
Net realized gain on sale of investments......... 23,778,997 15,999,401
Increase in net unrealized appreciation
of investments................................. 27,197,470 48,583,044
Increase in net assets resulting from
operations..................................... 52,625,214 65,908,343
----------
* Per-share data are based on the average number of Common shares outstanding.
A dividend of $.15 per share was paid on June 25, 2004 to holders of
Common Stock. Stockholders will be sent a notice concerning the taxability of
all 2004 distributions in January 2005.
During the first six months of 2004 the Corporation repurchased 86,300
shares of its Common Stock at an average price per share of $21.59. These shares
were purchased on the American Stock Exchange. The Corporation may from time to
time purchase Common Stock in such amounts and at such prices as the Board of
Directors may deem advisable in the best interests of stockholders.
Stockholders' inquiries are welcome.
CENTRAL SECURITIES CORPORATION
WILMOT H. KIDD, President
630 Fifth Avenue
New York, NY 10111
July 28, 2004
[3]
TEN LARGEST INVESTMENTS
June 30, 2004
(Unaudited)
% of Year First
Cost Value Net Assets Acquired
----- ----- --------- --------
(millions)
The Plymouth Rock Company, Inc................. $ 2.2 $93.0 17.7% 1982
Intel Corporation.............................. .4 27.0 5.1 1986
Capital One Financial Corporation.............. 1.8 25.0 4.7 1994
Brady Corporation.............................. 2.3 23.7 4.5 1984
Murphy Oil Corporation......................... 3.1 22.1 4.2 1974
Analog Devices, Inc............................ .5 20.2 3.8 1987
Flextronics International Ltd.................. 3.8 19.3 3.7 1996
Convergys Corporation.......................... 22.1 18.8 3.6 1998
Unisys Corporation............................. 11.9 15.3 2.9 1999
SunGard Data Systems Inc....................... 6.4 14.8 2.8 1999
PRINCIPAL PORTFOLIO CHANGES
April 1 to June 30, 2004
(Unaudited)
(Common Stock unless specified otherwise)
Number of Shares
------------------------------------------
Held
June 30,
Purchased Sold 2004
--------- ---- ----
Affymetrix, Inc................................... 100,000 --
American Management Systems, Inc.................. 364,502 --
Apple Computer Inc................................ 100,000 --
Capital One Financial Corporation................. 5,000 365,000
Ceridian Corporation.............................. 110,000 210,000
Fifth Third Bancorp............................... 200,000 200,000
Hospira, Inc...................................... 10,000* 10,000 --
Laboratory Corporation of America Holdings........ 10,000 100,000
Marsh & McLennan Companies, Inc................... 100,000 --
Solectron Corporation............................. 200,000 1,000,000
Unisys Corporation................................ 50,000 1,100,000
Unocal Corporation................................ 100,000 250,000
Wind River Systems, Inc........................... 60,000 440,000
----------
* Shares received in a distribution from Abbott Laboratories.
[4]
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2004
(Unaudited)
ASSETS:
Investments:
General portfolio securities at market value
(cost $206,612,835) (Note 1).............................. $369,457,486
Securities of affiliated companies (cost $3,462,486)
(Notes 1, 5 and 6)........................................ 97,203,446
Short-term investments (cost $59,120,200)................... 59,120,200 $525,781,132
-----------
Cash, receivables and other assets:
Cash and dividends receivable............................... 540,978
Office equipment and leasehold improvements, net............ 553,964
Other assets................................................ 175,802 1,270,744
----------- -----------
Total Assets............................................ 527,051,876
LIABILITIES:
Payable, accrued expenses and reserves.......................... 271,739
-----------
Total Liabilities....................................... 271,739
-----------
NET ASSETS.......................................................... $526,780,137
===========
NET ASSETS are represented by:
Common Stock $1 par value: authorized
30,000,000 shares; issued 19,692,777 (Note 2)................. $19,692,777
Surplus:
Paid-in..................................................... $227,838,315
Undistributed net gain on sales of investments.............. 23,776,213
Undistributed net investment income......................... 750,544 252,365,072
-----------
Net unrealized appreciation of investments...................... 256,585,611
Treasury stock, at cost (86,300 shares of Common Stock)
(Note 2)...................................................... (1,863,323)
-----------
NET ASSETS.......................................................... $526,780,137
===========
NET ASSET VALUE PER COMMON SHARE
(19,606,477 shares outstanding)................................... $26.87
======
See accompanying notes to financial statements
and independent accountants' review report.
[5]
STATEMENT OF OPERATIONS
For the six months ended June 30, 2004
(Unaudited)
INVESTMENT INCOME
Income:
Dividends (net of foreign withholding taxes
of $4,787).................................... $ 2,565,267
Interest........................................ 227,712 $2,792,979
----------
Expenses:
Administration and operations................... 263,099
Investment research............................. 253,625
Rent and utilities.............................. 170,036
Franchise and miscellaneous taxes............... 90,740
Insurance....................................... 62,785
Listing, software and sundry fees............... 57,155
Directors' fees................................. 50,000
Stationery, supplies, printing and postage...... 30,737
Legal, auditing and tax fees.................... 25,392
Publications.................................... 24,463
Transfer agent and registrar fees and expenses.. 23,579
Travel and telephone............................ 20,749
Custodian fees.................................. 14,287
Employees' retirement plans..................... 7,250
Miscellaneous................................... 50,335 1,144,232
---------- ----------
Net investment income............................... 1,648,747
NET REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Net realized gain from security transactions........ 23,778,997
Net increase in unrealized appreciation
of investments.................................... 27,197,470
----------
Net gain on investments......................... 50,976,467
----------
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS........................................ $52,625,214
==========
See accompanying notes to financial statements
and independent accountants' review report.
[6]
STATEMENTS OF CHANGES IN NET ASSETS
For the six months ended June 30, 2004
and the year ended December 31, 2003
Six months
ended
June 30, Year ended
2004 December 31,
(Unaudited) 2003
--------- ----
FROM OPERATIONS:
Net investment income........................................... $ 1,648,747 $ 1,740,024
Net realized gain on investments................................ 23,778,997 24,761,313
Net increase in unrealized appreciation of investments...... 27,197,470 109,886,657
----------- -----------
Increase in net assets resulting from operations............ 52,625,214 136,387,994
----------- -----------
DISTRIBUTIONS TO STOCKHOLDERS FROM:
Net investment income........................................... (938,275) (2,050,627)
Net realized gain from investment transactions.................. (2,002,697) (24,612,727)
----------- -----------
Decrease in net assets from distributions................... (2,940,972) (26,663,354)
----------- -----------
FROM CAPITAL SHARE TRANSACTIONS: (Note 2)
Distribution to stockholders reinvested in Common Stock......... -- 12,692,986
Cost of shares of Common Stock repurchased...................... (1,863,323) (5,400,976)
----------- -----------
Increase (decrease) in net assets from capital
share transactions........................................ (1,863,323) 7,292,010
----------- -----------
Total increase in net assets............................ 47,820,919 117,016,650
NET ASSETS:
Beginning of period............................................. 478,959,218 361,942,568
----------- -----------
End of period (including undistributed net investment income
of $750,544 and $40,072, respectively)........................ $526,780,137 $478,959,218
=========== ===========
See accompanying notes to financial statements
and independent accountants' review report.
[7]
STATEMENT OF INVESTMENTS
June 30, 2004
(Unaudited)
PORTFOLIO SECURITIES 88.6%
STOCKS (COMMON UNLESS SPECIFIED OTHERWISE)
Prin.Amt.
or Shares Value
-------- -----
Banking and Finance 9.6%
500,000 The Bank of New York Company, Inc............. $ 14,740,000
365,000 Capital One Financial Corporation............. 24,958,700
200,000 Fifth Third Bancorp........................... 10,756,000
------------
50,454,700
------------
Chemicals 3.1%
1,372,400 PolyOne Corporation(a)........................ 10,210,656
150,000 Rohm and Haas Company......................... 6,237,000
------------
16,447,656
------------
Communications 0.8%
1,000,000 Cincinnati Bell Inc.(a)....................... 4,440,000
------------
Electronics 15.1%
430,000 Analog Devices, Inc........................... 20,244,400
1,210,000 Flextronics International Ltd.(a)............. 19,299,500
180,000 Ingram Micro Inc. Class A(a).................. 2,604,600
980,000 Intel Corporation............................. 27,048,000
200,000 Motorola, Inc................................. 3,650,000
1,000,000 Solectron Corporation(a)...................... 6,470,000
------------
79,316,500
------------
Energy 9.6%
160,000 EnCana Corporation............................ 6,905,600
220,000 Kerr-McGee Corporation........................ 11,829,400
300,000 Murphy Oil Corporation........................ 22,110,000
250,000 Unocal Corporation............................ 9,500,000
------------
50,345,000
------------
Health Care 4.7%
100,000 Abbott Laboratories........................... 4,076,000
490,000 Impath Inc.(a)................................ 2,695,000
100,000 Laboratory Corporation of America Holdings(a). 3,970,000
100,000 Merck & Co. Inc............................... 4,750,000
450,000 Schering-Plough Corporation................... 8,316,000
150,000 Vical Inc.(a)................................. 868,500
------------
24,675,500
------------
Information Technology Services 14.5%
400,000 Accenture Ltd.(a)............................. 10,992,000
210,000 Ceridian Corporation(a)....................... 4,725,000
1,220,000 Convergys Corporation(a)...................... 18,788,000
570,000 SunGard Data Systems Inc. (a)................. 14,820,000
1,000,000 TriZetto Group, Inc.(a)....................... 6,660,000
1,100,000 Unisys Corporation(a)......................... 15,268,000
440,000 Wind River Systems, Inc.(a)................... 5,174,400
------------
76,427,400
------------
[8]
Prin.Amt.
or Shares Value
-------- -----
Insurance 20.5%
150,000 American International Group, Inc............. $ 10,692,000
100,000 Arch Capital Group Ltd.(a).................... 3,988,000
10,000 Erie Indemnity Co. Class A.................... 467,800
70,000 The Plymouth Rock Company, Inc.
Class A(b)(c)................................. 93,030,000
------------
108,177,800
------------
Manufacturing 9.4%
600,000 ArvinMeritor, Inc............................. 11,742,000
515,000 Brady Corporation Class A..................... 23,741,500
170,000 Dover Corporation............................. 7,157,000
124,700 Roper Industries, Inc......................... 7,095,430
------------
49,735,930
------------
Retail Trade 0.5%
100,000 CarMax Inc.(a)................................ 2,187,000
Grumman Hill Investments, L.P.(a)(c).......... 280,000
------------
2,467,000
------------
Transportation 0.8%
533,757 Transport Corporation of America, Inc.
Class B(a)(b)............................... 4,173,446
------------
Total Portfolio Securities
(cost $210,075,321)..................... 466,660,932
------------
SHORT-TERM INVESTMENTS 11.2%
Commercial Paper 6.5%
$25,827,000 American Express Credit Corp.
0.8809% - 1.0011% due 7/7/04 - 8/4/04....... 25,813,446
8,418,000 General Motors Acceptance Corp.
1.0512% - 1.0813% due 7/14/04............... 8,414,766
------------
34,228,212
------------
U.S. Treasury Bills 4.7% 24,957,000
U.S. Treasury Bills
0.8859% - 1.2201% due 9/23/04 - 10/7/04..... 24,891,988
------------
Total Short-Term Investments
(cost $59,120,200)...................... 59,120,200
------------
Total Investments......................... 525,781,132
Cash, receivables and other assets
less liabilities (0.2%)................. 999,005
------------
Net Assets (100%)......................... $526,780,137
============
----------
(a) Non-dividend paying.
(b) Affiliate as defined in the Investment Company Act of 1940.
(c) Valued at estimated fair value.
See accompanying notes to financial statements
and independent accountants' review report.
[9]
NOTES TO FINANCIAL STATEMENTS -- (unaudited)
1. Significant Accounting Policies -- The Corporation is registered under
the Investment Company Act of 1940, as amended, as a non-diversified, closed-end
management investment company. The following is a summary of the significant
accounting policies consistently followed by the Corporation in the preparation
of its financial statements. The policies are in conformity with accounting
principles generally accepted in the United States of America.
Security Valuation -- Securities are valued at the last sale price or, if
unavailable, at the closing bid price. Corporate discount notes are
valued at amortized cost, which approximates market value. Securities
for which no ready market exists, including The Plymouth Rock Company,
Inc. Class A Common Stock, are valued at estimated fair value by the
Board of Directors.
Federal Income Taxes -- It is the Corporation's policy to meet the
requirements of the Internal Revenue Code applicable to regulated
investment companies and to distribute all of its taxable income to its
stockholders. Therefore, no Federal income taxes have been accrued.
Use of Estimates -- The preparation of the financial statements in
accordance with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions
that affect the amounts reported. Actual results could differ from those
estimates.
Other -- Security transactions are accounted for on the date the
securities are purchased or sold, and cost of securities sold is
determined by specific identification. Dividend income and distributions
to stockholders are recorded on the ex-dividend date.
2. Common Stock -- The Corporation repurchased 86,300 shares of its Common
Stock in the first six months of 2004 at an average price of $21.59 per share,
representing an average discount from net asset value of 13.59%. It may from
time to time purchase Common Stock in such amounts and at such prices as the
Board of Directors may deem advisable in the best interests of the stockholders.
Purchases will only be made at less than net asset value per share, thereby
increasing the net asset value of shares held by the remaining stockholders.
Shares so acquired may be held as treasury stock, used in optional stock
distributions, or retired.
3. Investment Transactions -- The aggregate cost of securities purchased
and the aggregate proceeds of securities sold during the six months ended June
30, 2004 (excluding short-term investments), were $35,829,049 and $63,659,330,
respectively.
As of June 30, 2004, based on cost for Federal income tax purposes, the
aggregate gross unrealized appreciation and depreciation for all securities were
$272,872,264 and $16,286,653, respectively.
4. Operating Expenses -- The aggregate remuneration paid during the six
months ended June 30, 2004 to officers and directors amounted to $552,500, of
which $50,000 was paid as fees to directors who were not officers. Benefits to
employees are provided through a profit sharing retirement plan. Contributions
to the plan are made at the discretion of the Board of Directors, and each
participant's benefits vest after three years. No contributions were made to the
plan for the six months ended June 30, 2004.
[10]
NOTES TO FINANCIAL STATEMENTS -- continued (unaudited)
5. Affiliates -- The Plymouth Rock Company, Inc. and Transport Corporation
of America, Inc. are affiliates as defined in the Investment Company Act of
1940. The Corporation received dividends of $1,066,100 from affiliates during
the six months ended June 30, 2004. Unrealized appreciation related to
affiliates increased by $34,393,708 for the six months ended June 30, 2004 to
$93,740,960.
6. Restricted Securities -- The Corporation from time to time invests in
securities the resale of which is restricted. On June 30, 2004 such investments
had an aggregate value of $93,310,000, which was equal to 17.7% of the
Corporation's net assets. Investments in restricted securities at June 30, 2004,
including acquisition dates and cost, were:
Company Shares Security Date Purchased Cost
---------------------------------- ---------- ------------------- ------------- ----------
Grumman Hill Investments, L.P. Limited Partnership 9/11/85 $ 18,190
Interest
The Plymouth Rock 70,000 Class A Common 12/15/82 1,500,000
Company, Inc. Stock 6/9/84 699,986
The Corporation does not have the right to demand registration of the
restricted securities. Unrealized appreciation related to restricted securities
increased by $34,227,572 for the six months ended June 30, 2004 to $91,091,824.
7. Operating Lease Commitment -- The Corporation has entered into an
operating lease for office space which expires in 2014 and provides for future
minimum rental payments in the aggregate amount of approximately $3.3 million.
The lease agreement contains escalation clauses relating to operating costs and
real property taxes. Future minimum rental commitments under the lease for the
next five years are $157,121 for 2004 and $314,241 for 2005 through 2008.
[11]
FINANCIAL HIGHLIGHTS
Six Mos.
Ended
June 30, 2004
(Unaudited) 2003 2002 2001 2000 1999
---------- ---- ---- ---- ---- -----
Per Share Operating Performance
Net asset value, beginning of period $ 24.32 $ 18.72 $ 28.54 $ 32.94 $ 35.05 $ 31.43
Net investment income*............. .08 .09 .14 .18 .32 .30
Net realized and unrealized gain
(loss) on securities............. 2.62 6.91 (8.71) (2.78) 1.92 5.96
-------- -------- -------- -------- -------- --------
Total from investment
operations................. 2.70 7.00 (8.57) (2.60) 2.24 6.26
Less:
Dividends from net investment income**
To Preference Stockholders..... -- -- -- -- -- .04
To Common Stockholders......... .05 .11 .14 .22 .32 .26
Distributions from capital gains**
To Common Stockholders......... .10 1.29 1.11 1.03 4.03 2.34
Return of Capital**
To Common Stockholders......... -- -- -- .55 -- --
-------- -------- -------- -------- -------- --------
Total distributions.......... .15 1.40 1.25 1.80 4.35 2.64
-------- -------- -------- -------- -------- --------
Net asset value, end of period..... $ 26.87 $ 24.32 $ 18.72 $ 28.54 $ 32.94 $ 35.05
======== ======== ======== ======== ======== ========
Per share market value,
end of period.................... $ 23.25 $ 20.89 $ 16.28 $ 25.31 $ 28.25 $ 27.25
Total investment return,
market(%)........................ 11.98+ 36.22 (31.23) (2.42) 17.75 22.96
Total investment return, NAV(%).... 11.11+ 39.32 (29.43) (6.54) 7.02 31.79
Ratios/Supplemental Data:
Net assets, end of period(000)..... $526,780 $478,959 $361,943 $539,839 $596,289 $590,656
Ratio of expenses to average net
assets for Common(%)............. .46++ .56 .50 .45 .38 .45
Ratio of net investment income to
average net assets for
Common(%)........................ .45++ .42 .57 .60 .83 .89
Portfolio turnover rate(%)......... 8.07 12.90 19.50 10.32 13.54 12.06
----------
* Per-share data are based on the average number of Common Shares outstanding
during the period.
** Computed on the basis of the Corporation's status as a "regulated investment
company" for Federal income tax purposes.
+ Not annualized.
++ Annualized, not necessarily indicative of full year ratio.
See accompanying notes to financial statements
and independent accountants' review report.
[12]
--------------------------------------------------------------------------------
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
CENTRAL SECURITIES CORPORATION
We have reviewed the accompanying statement of assets and liabilities,
including the statement of investments, of Central Securities Corporation as of
June 30, 2004, and the related statements of operations, changes in net assets
and financial highlights for the six-month period ended June 30, 2004. These
financial statements are the responsibility of the management of Central
Securities Corporation.
We have conducted our review in accordance with standards established by the
Public Company Accounting Oversight Board (United States). A review of interim
financial information consists principally of applying analytical procedures and
making inquiries of persons responsible for financial and accounting matters. It
is substantially less in scope than an audit conducted in accordance with the
standards of the Public Company Accounting Oversight Board (United States), the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the financial statements referred to above for them to be in
conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with standards established by the
Public Company Accounting Oversight Board (United States), the statement of
changes in net assets for the year ended December 31, 2003, and financial
highlights for each of the five years in the period ended December 31, 2003, and
in our report dated January 28, 2004 we expressed an unqualified opinion on
those financial statements.
KPMG LLP
New York, NY
July 28, 2004
--------------------------------------------------------------------------------
[13]
ANNUAL MEETING OF STOCKHOLDERS
The annual meeting of stockholders of the Corporation was held on March 10,
2004. At the meeting all of the directors of the Corporation were reelected by
the following vote of the holders of the Common Stock: Donald G. Calder,
18,188,305 shares in favor, 255,130 shares withheld; Jay R. Inglis, 18,179,159
shares in favor, 264,276 shares withheld; Dudley D. Johnson, 18,193,350 shares
in favor, 250,085 shares withheld; Wilmot H. Kidd, 18,042,833 shares in favor,
400,602 shares withheld; and C. Carter Walker, Jr., 18,174,980 shares in favor,
268,455 shares withheld.
In addition, the selection of KPMG LLP as independent auditors of the
Corporation for the year 2004 was ratified by the following vote of the holders
of the Common Stock: 18,177,212 shares in favor, 232,604 shares against, 33,619
shares abstaining.
PROXY VOTING POLICIES AND PROCEDURES
The policies and procedures used by the Corporation to determine how to vote
proxies relating to portfolio securities are available: (1) without charge, upon
request, by calling us at our toll-free telephone number (1-866-593-2507), (2)
on the Corporation's website at www.centralsecurities.com and (3) on the
Securities and Exchange Commission's website at www.sec.gov in the Corporation's
most recent Form N-CSR filing.
[14]
BOARD OF DIRECTORS
DONALD G. CALDER DUDLEY D. JOHNSON
President President
G. L. Ohrstrom & Co., Inc. Young & Franklin Inc.
New York, NY Liverpool, NY
JAY R. INGLIS WILMOT H. KIDD
Executive Vice President President
National Marine Underwriters, Inc.
New York, NY
C. CARTER WALKER, JR.
Washington, CT
OFFICERS
WILMOT H. KIDD, President
CHARLES N. EDGERTON, Vice President and Treasurer
MARLENE A. KRUMHOLZ, Secretary
OFFICE
630 Fifth Avenue, New York, NY 10111
212-698-2020
866-593-2507 (toll free)
www.centralsecurities.com
CUSTODIAN
UMB Bank, N. A.
P.O. Box 419226, Kansas City, MO 64141-6226
TRANSFER AGENT AND REGISTRAR
EquiServe Trust Company
P.O. Box 43069, Providence, RI 02940-3069
781-575-2724 www.equiserve.com
INDEPENDENT AUDITORS
KPMG LLP
757 Third Avenue, New York, NY 10017
[15]
Item 2. Code of Ethics. The information required by this Item is only required
in an annual report on this Form N-CSR.
Item 3. Audit Committee Financial Experts. The information required by this Item
is only required in an annual report on this Form N-CSR.
Item 4. Principal Accountant Fees and Services. The information required by this
Item is only required in an annual report on this Form N-CSR.
Item 5. Audit Committee of Listed Registrants. The information required by this
Item is only required in an annual report on this Form N-CSR.
Item 6. Schedule of Investments. Schedule is included as a part of the report to
shareholders filed under Item 1 of this Form.
Item 7. Disclose Proxy Voting Policies and Procedures for Closed-End Management
Companies. The information required by this Item is only required in an annual
report on this Form N-CSR.
Item 8. Purchases of Equity Securities by Closed-End Management Investment
Company and Affiliated Purchasers.
----------------------------------------------------------------------------------------------------------------
(d) Maximum Number (or
(c) Total Number of Approximate Dollar
(a) Total Shares (or Units) Value) of Shares (or
Period Number of (b) Average Purchased as Part of Units) that May Yet Be
Shares (or Price Paid per Publicly Announced Purchased Under the
Units) Purchased Share (or Unit) Plans or Programs Plans or Programs
----------------------------------------------------------------------------------------------------------------
Month #1 (January 1 14,300 $21.64 NA NA
through January 31)
----------------------------------------------------------------------------------------------------------------
Month #2 (February 1 23,100 $21.79 NA NA
through February 29)
----------------------------------------------------------------------------------------------------------------
Month #3 (March 1 through 24,100 $21.46 NA NA
March 31)
----------------------------------------------------------------------------------------------------------------
Month #4 (April 1 through 17,600 $21.85 NA NA
April 30)
----------------------------------------------------------------------------------------------------------------
Month #5 (May 1 through 7,200 $20.66 NA NA
May 31)
----------------------------------------------------------------------------------------------------------------
Month #6 (June 1 through 0 $0.00 NA NA
June 30)
----------------------------------------------------------------------------------------------------------------
Total 86,300 $21.59 NA NA
----------------------------------------------------------------------------------------------------------------
All shares purchased were made in open market transactions as authorized by the
Board of Directors.
Item 9. Submission of Matters to a Vote of Security Holders. There have been no
changes to the procedures by which shareholders may recommend nominees to the
registrant's board of directors since such procedures were last described in the
Corporation's proxy statement dated February 5, 2004.
Item 10. Controls and Procedures.
(a) The Principal Executive Officer and Principal Financial Officer of Central
Securities Corporation (the "Corporation") have concluded that the Corporation's
Disclosure Controls and Procedures (as defined in Rule 30a-3(c) under the
Investment Company Act of 1940) are effective based on their evaluation of the
Disclosure Controls and Procedures as of a date within 90 days of the filing
date of this report.
(b) There have been no changes in the registrant's internal control over
financial reporting (as defined in Rule 30a-3(d) under the Investment Company
Act of 1940 that occurred during the last fiscal half-year that has materially
affected, or is reasonably likely to materially affect, the Corporation's
internal control over financial reporting.
Item 11. Exhibits. (a) Any code of ethics, or amendment thereto, that is the
subject of the disclosure required by Item 2, to the extent that the registrant
intends to satisfy the Item 2 requirements through filing of an exhibit. The
information required by this Item is only required in an annual report on this
Form N-CSR.
(b) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2 under the Act.
Attached hereto.
(c) Any written solicitation to purchase securities under Rule 23c-1 under the
Act sent or given during the period covered by the report by or on behalf of the
registrant to 10 or more persons. Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
Central Securities Corporation
By: /s/ Wilmot H. Kidd
------------------------
Wilmot H. Kidd
President
August 10, 2004
Date
Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capabilities and on the
dates indicated.
By: /s/ Wilmot H. Kidd
------------------------
Wilmot H. Kidd
President
August 10, 2004
Date
By: /s/ Charles N. Edgerton
------------------------
Charles N. Edgerton
Treasurer
August 10, 2004
Date