N-CSRS 1 e32235_ncsrs.txt SEMI-ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSRS CERTIFIED SHAREHOLDER REPORT 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, 2008 Date of reporting period: June 30, 2008 Item 1. Reports to Stockholders. ================================================================================ -------------------------------------------------------------------------------- CENTRAL SECURITIES CORPORATION ---------- SEMI-ANNUAL REPORT JUNE 30, 2008 -------------------------------------------------------------------------------- ================================================================================ 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 ---- ------ -------- ----- --------- --------- -------- ------------ -------------- 1997 $434,423,053 $9,040,850 $29.97 $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 2004 529,468,675 -- 26.44 .11 .11 1.21 25,103,157 271,710,179 2005 573,979,905 -- 27.65 .28 .28 1.72 31,669,417 302,381,671 2006 617,167,026 -- 30.05 .36 .58 1.64 36,468,013 351,924,627 2007 644,822,724 -- 30.15 .38 .52 1.88 42,124,417 356,551,394 Six mos. to June 30, 2008** 638,415,329 -- 29.86 .22 .15 .05 24,660,810 325,285,583
---------- 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 under the symbol CET. On June 30, 2008 the market quotations were: $25.48 low, $25.90 high and $25.80 last sale. [ 2 ] To the Stockholders of CENTRAL SECURITIES CORPORATION: Financial statements for the six months ended June 30, 2008 reviewed by our independent registered public accounting firm and other pertinent information are submitted herewith. Comparative net assets are as follows:
June 30, 2008 December 31, (Unaudited) 2007 ----------- ------------ Net assets.......................................................... $638,415,329 $644,822,724 Net assets per share of Common Stock................................ 29.86 30.15 Shares of Common Stock outstanding.............................. 21,376,782 21,385,882 Comparative operating results are as follows:
Six months ended June 30, ---------------------------- 2008 2007 (Unaudited) (Unaudited) ----------- ----------- Net investment income............................................... $ 4,703,564 $ 6,714,501 Per share of Common Stock....................................... .22* .33* Net realized gain on sale of investments............................ 24,660,810 18,046,062 Increase (decrease) in net unrealized appreciation of investments... (31,265,811) 40,457,409 Increase (decrease) in net assets resulting from operations......... (1,901,437) 65,217,972
---------- * Per-share data are based on the average number of Common shares outstanding. A distribution of $.20 per share of Common Stock was paid on June 20, 2008. Stockholders will be sent a notice concerning the taxability of all 2008 distributions in January 2009. During the first six months of 2008 the Corporation repurchased 9,100 shares of its Common Stock at an average price per share of $25.34. 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. Purchases may be made on the American Stock Exchange or in transactions directly with stockholders. Stockholders' inquiries are welcome. CENTRAL SECURITIES CORPORATION WILMOT H. KIDD, President 630 Fifth Avenue New York, NY 10111 July 22, 2008 [ 3 ] TEN LARGEST INVESTMENTS June 30, 2008 (Unaudited)
Percent of Year First Cost Value Net Assets Acquired ---- ----- ---------- -------- (millions) The Plymouth Rock Company, Inc.................... $ 2.2 $140.0 21.9% 1982 Murphy Oil Corporation............................ 1.7 39.2 6.1 1974 Agilent Technologies, Inc......................... 22.5 33.5 5.2 2005 The Bank of New York Mellon Corporation........... 15.5 31.2 4.9 1993 Brady Corporation................................. 2.5 30.2 4.7 1984 Convergys Corporation............................. 25.3 25.7 4.0 1998 Coherent, Inc..................................... 23.6 25.4 4.0 2007 Devon Energy Corporation.......................... 14.9 24.0 3.8 2007 Roper Industries, Inc............................. 7.2 23.1 3.6 2003 Dover Corporation................................. 13.0 19.3 3.0 2003
PRINCIPAL PORTFOLIO CHANGES April 1 to June 30, 2008 (Unaudited) (Common Stock unless specified otherwise)
Number of Shares ---------------------------------------- Held June 30, Purchased Sold 2008 --------- ---- ---- American International Group, Inc................. 100,000 200,000 Arbinet-thexchange, Inc........................... 95,000 1,100,000 Berry Petroleum Company........................... 75,000 300,000 Cameco Corporation................................ 10,000 10,000 Carlisle Companies Incorporated................... 50,000 200,000 General Electric Company.......................... 100,000 100,000 Murphy Oil Corporation............................ 10,000 400,000 NewStar Financial, Inc............................ 150,000 150,000 Nexen Inc......................................... 20,000 300,000 Precision Castparts Corp.......................... 22,100 91,100 Rohm and Haas Company............................. 10,000 140,000 The TriZetto Group, Inc........................... 730,000 240,000 Vical Incorporated................................ 90,000 260,000 Xerox Corporation................................. 200,000 900,000
[ 4 ] DIVERSIFICATION OF INVESTMENTS June 30, 2008 (Unaudited)
Percent of Net Assets --------------------- June 30, December 31, Issues Cost Value 2008 2007 ------ ---- ----- ---- ---- Common Stocks: Insurance............................ 4 $12,153,846 $146,611,500 23.0% 23.3% Energy............................... 7 51,779,271 129,169,700 20.2 16.6 Electronics.......................... 8 84,453,155 119,703,496 18.8 20.3 Manufacturing........................ 6 43,321,843 89,888,775 14.1 14.2 Banking and Finance.................. 3 21,416,971 45,037,620 7.0 8.7 Information Technology Services...... 3 39,301,882 43,504,888 6.7 7.1 Other................................ 7 21,317,961 25,564,533 4.0 4.6 Short-Term Investments.................. 3 39,327,668 39,327,668 6.2 5.2
FINANCIAL HIGHLIGHTS
Six Mos. Ended June 30, 2008 (Unaudited) 2007 2006 2005 2004 2003 ----------- ---- ---- ---- ---- ---- Per Share Operating Performance Net asset value, beginning of period $30.15 $30.05 $27.65 $26.44 $24.32 $18.72 Net investment income*............. .22 .38 .36 .28 .11 .09 Net realized and unrealized gain (loss) on securities*................... (.31) 2.12 4.26 2.93 3.33 6.91 ----- ---- ---- ---- ---- ---- Total from investment operations................. (.09) 2.50 4.62 3.21 3.44 7.00 Less: Dividends from net investment income .15 .37 .36 .28 .11 .11 Distributions from capital gains... .05 2.03 1.86 1.72 1.21 1.29 ------ ---- ---- ---- ---- ---- Total distributions.......... .20 2.40 2.22 2.00 1.32 1.40 ------ ------ ------ ------ ------ ------ Net asset value, end of period..... $29.86 $30.15 $30.05 $27.65 $26.44 $24.32 ====== ====== ====== ====== ====== ====== Per share market value, end of period $25.80 $26.84 $26.65 $23.80 $22.85 $20.89 Total investment return, market(%). (4.78) 9.86 21.31 14.04 16.16 36.22 Total investment return, NAV(%).... (0.32) 9.35 18.55 13.75 15.40 39.32 Ratios/Supplemental Data: Net assets, end of period(000)..... $638,415 $644,823 $617,167 $573,980 $529,469 $478,959 Ratio of expenses to average net assets(%)........................ .50+ .59 .53 .54 .55 .56 Ratio of net investment income to average net assets(%)............ 1.01+ 1.21 1.23 1.02 .41 .42 Portfolio turnover rate(%)......... 7.48 19.58 17.55 15.83 16.72 12.90
---------- * Per-share data are based on the average number of shares outstanding during the period. + Annualized, not necessarily indicative of full year ratio. See accompanying notes to financial statements. [ 5 ] STATEMENT OF INVESTMENTS June 30, 2008 (Unaudited) PORTFOLIO SECURITIES 93.8% STOCKS (COMMON UNLESS SPECIFIED OTHERWISE)
Prin. Amt. or Shares Value ---------- ----- Banking and Finance 7.0% 825,475 The Bank of New York Mellon Corporation........ $ 31,227,720 340,000 Capital One Financial Corporation.............. 12,923,400 150,000 NewStar Financial, Inc. (a).................... 886,500 ------------ 45,037,620 ------------ Business Services 0.2% 75,000 Heritage-Crystal Clean Inc. (a)................ 990,000 ------------ Chemicals 1.0% 140,000 Rohm and Haas Company.......................... 6,501,600 ------------ Communications 0.7% 1,100,000 Arbinet-thexchange, Inc. (a)................... 4,268,000 ------------ Electronics 18.8% 942,400 Agilent Technologies, Inc. (a)................. 33,492,896 430,000 Analog Devices, Inc............................ 13,661,100 850,000 Coherent, Inc. (a)............................. 25,406,500 630,000 Flextronics International Ltd. (a)............. 5,922,000 900,000 Intel Corporation.............................. 19,332,000 350,000 Motorola, Inc.................................. 2,569,000 1,000,000 Radisys Corporation (a)........................ 9,060,000 3,000,000 Sonus Networks, Inc. (a)....................... 10,260,000 ------------ 119,703,496 ------------ Energy 20.2% 300,000 Berry Petroleum Company, Class A............... 17,664,000 10,000 Cameco Corporation............................. 428,700 200,000 Devon Energy Corporation....................... 24,032,000 1,900,000 GeoMet, Inc. (a)............................... 18,012,000 650,000 McMoRan Exploration Co. (a).................... 17,888,000 400,000 Murphy Oil Corporation......................... 39,220,000 300,000 Nexen Inc...................................... 11,925,000 ------------ 129,169,700 ------------ Health Care 1.0% 110,000 Abbott Laboratories............................ 5,826,700 260,000 Vical Incorporated (a)......................... 876,200 ------------ 6,702,900 ------------ Information Technology Services 6.7% 1,730,800 Convergys Corporation (a)...................... 25,719,688 240,000 The TriZetto Group, Inc. (a)................... 5,131,200 900,000 Xerox Corporation.............................. 12,204,000 ------------ 43,054,888 ------------
[ 6 ]
Prin. Amt. or Shares Value ---------- ----- Insurance 23.0% 200,000 American International Group, Inc.............. $5,292,000 10,000 Erie Indemnity Company, Class A................ 461,500 70,000 The Plymouth Rock Company, Inc., Class A (b)(c) 140,000,000 2,000 White Mountains Insurance Group, Ltd........... 858,000 ------------ 146,611,500 ------------ Manufacturing 14.1% 875,600 Brady Corporation, Class A..................... 30,234,468 200,000 Carlisle Companies Incorporated................ 5,800,000 400,000 Dover Corporation.............................. 19,348,000 100,000 General Electric Company....................... 2,669,000 91,100 Precision Castparts Corp....................... 8,779,307 350,000 Roper Industries, Inc.......................... 23,058,000 ------------ 89,888,775 ------------ Retailing 1.1% 28,751 Aerogroup International, Inc. (a)(c)........... 600,033 200,000 Walgreen Co.................................... 6,502,000 ------------ 7,102,033 ------------ Total Portfolio Securities (cost $273,744,929)(d).................... 599,030,512 SHORT-TERM INVESTMENTS 6.2% Commercial Paper 3.1% 11,079,000 General Electric Capital Corporation 2.05% - 2.07% due 7/23/08 - 7/30/08......................... 11,063,586 8,954,000 Toyota Motor Corporation 2.04% - 2.16% due 7/2/08 - 7/16/08.......................... 8,950,506 ------------ 20,014,092 ------------ U.S. Government Agency Obligations 3.1% 19,403,000 Federal Home Loan Bank 1.98% - 2.12% due 8/8/08 - 10/17/08......................... 19,313,576 ------------ Total Short-Term Investments (cost $39,327,668)(d)..................... 39,327,668 ------------ Total Investments (100.0%).................. 638,358,180 Cash, receivables and other assets less liabilities (0.0%)................... 57,149 ------------ Net Assets (100%)........................... $638,415,329 ============
---------- (a) Non-dividend paying. (b) Affiliate as defined in the Investment Company Act of 1940. (c) Valued at estimated fair value. (d) Aggregate cost for Federal tax purposes is substantially the same. See accompanying notes to financial statements. [ 7 ] STATEMENT OF ASSETS AND LIABILITIES June 30, 2008 (Unaudited)
ASSETS: Investments: General portfolio securities at market value (cost $271,544,943)....................................... $459,030,512 Securities of affiliated companies (cost $2,199,986) (Notes 6 and 7)........................................... 140,000,000 Short-term investments (cost $39,327,668)................... 39,327,668 $638,358,180 ------------ Cash, receivables and other assets: Cash........................................................ 11,615 Dividends and interest receivable........................... 100,883 Office equipment and leasehold improvements, net............ 270,560 Other assets................................................ 102,621 485,679 ------------ ------------ Total Assets............................................ 638,843,859 LIABILITIES: Payable for securities purchased................................ 186,433 Accrued expenses and reserves................................... 242,097 ------------ Total Liabilities....................................... 428,530 ------------ NET ASSETS.......................................................... $638,415,329 ============ NET ASSETS are represented by: Common Stock $1 par value: authorized 30,000,000 shares; issued 21,385,882 (Note 3)................. $21,385,882 Surplus: Paid-in..................................................... $265,303,938 Undistributed net gain on sales of investments.............. 22,304,981 Undistributed net investment income......................... 4,365,547 291,974,466 ------------ Net unrealized appreciation of investments...................... 325,285,583 Treasury stock, at cost (9,100 shares of Common Stock) (Note 3)...................................................... (230,602) ------------ NET ASSETS.......................................................... $638,415,329 ============ NET ASSET VALUE PER COMMON SHARE (21,376,782 shares outstanding)................................... $29.86 ======
See accompanying notes to financial statements. [ 8 ] STATEMENT OF OPERATIONS For the six months ended June 30, 2008 (Unaudited)
INVESTMENT INCOME Income: Dividends (net of foreign withholding taxes of $3,539).......... $ 5,749,204 Interest........................................................ 529,811 $6,279,015 ------------ Expenses: Investment research............................................. 449,375 Administration and operations................................... 399,125 Occupancy costs................................................. 217,945 Franchise and miscellaneous taxes............................... 102,813 Directors' fees................................................. 76,150 Insurance....................................................... 62,273 Stationery, supplies, printing and postage...................... 61,220 Listing, software and sundry fees............................... 52,119 Legal, auditing and tax fees.................................... 39,974 Travel and telephone............................................ 32,864 Transfer agent and registrar fees and expenses.................. 18,703 Custodian fees.................................................. 18,400 Miscellaneous................................................... 44,490 1,575,451 ------------ ------------ Net investment income............................................... 4,703,564 NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain from investment transactions...................... 24,660,810 Net decrease in unrealized appreciation of investments.............. (31,265,811) ------------ Net loss on investments......................................... (6,605,001) ------------ NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS........................................................ ($1,901,437) ============
See accompanying notes to financial statements. [ 9 ] STATEMENTS OF CHANGES IN NET ASSETS For the six months ended June 30, 2008 and the year ended December 31, 2007
Six months ended June 30, Year ended 2008 December 31, (Unaudited) 2007 ------------ ------------ FROM OPERATIONS: Net investment income........................................... $ 4,703,564 $ 7,817,245 Net realized gain on investments................................ 24,660,810 42,124,417 Net increase (decrease) in unrealized appreciation of investments................................... (31,265,811) 4,626,767 ------------ ------------ Increase (decrease) in net assets resulting from operations................................. (1,901,437) 54,568,429 ------------ ------------ DISTRIBUTIONS TO STOCKHOLDERS FROM: Net investment income........................................... (3,186,068) (7,557,915) Net realized gain from investment transactions.................. (1,089,288) (41,733,753) ------------ ------------ Decrease in net assets from distributions................... (4,275,356) (49,291,668) ------------ ------------ FROM CAPITAL SHARE TRANSACTIONS: (Note 3) Distribution to stockholders reinvested in Common Stock......... -- 22,378,937 Cost of shares of Common Stock repurchased...................... (230,602) -- ------------ ------------ Increase (decrease) in net assets from capital share transactions........................................ (230,602) 22,378,937 ------------ ------------ Total increase (decrease) in net assets................. (6,407,395) 27,655,698 NET ASSETS: Beginning of period............................................. 644,822,724 617,167,026 ------------ ------------ End of period (including undistributed net investment income of $4,365,547 and $491,609, respectively)..................... $638,415,329 $644,822,724 ============ ============
See accompanying notes to financial statements. [ 10 ] STATEMENT OF CASH FLOWS For the six months ended June 30, 2008 (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES: Net decrease in net assets from operations...................... ($1,901,437) Adjustments to net decrease in net assets from operations: Purchase of securities........................................ ($44,398,788) Proceeds from securities sold................................. 49,768,115 Net purchase of short-term investments........................ (5,614,543) Net realized gain from investments............................ (24,645,326) Decrease in unrealized appreciation........................... 31,265,811 Depreciation and amortization................................. 40,348 Changes in operating assets and liabilities: Increase in dividends and interest receivable............... (58,830) Increase in other assets.................................... (21,814) Increase in payable for securities purchased................ 186,433 Decrease in accrued expenses and reserves................... (124,986) ------------ Total adjustments............................................. 6,396,420 ------------ Net cash provided by operating activities........................... 4,494,983 CASH FLOWS FROM FINANCING ACTIVITIES: Dividends paid.................................................. (4,275,356) Treasury shares repurchased..................................... (230,602) ------------ Cash flows used in financing activities............................. (4,505,958) ------------ Net decrease in cash................................................ (10,975) Cash at beginning of period......................................... 22,590 ------------ Cash at end of period............................................... $ 11,615 ============
See accompanying notes to financial statements. [ 11 ] NOTES TO FINANCIAL STATEMENTS -- (unaudited) 1. Significant Accounting Policies -- Central Securities Corporation (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. These policies are in conformity with generally accepted accounting principles. Security Valuation -- Marketable securities are valued at the last sale or official closing price or, if unavailable, at the closing bid price. Short-term investments are valued at amortized cost, which approximates market value. Securities for which no ready market exists, 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 generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported. Actual results may differ from such estimates. Other -- Security transactions are accounted for as of the trade date, and cost of securities sold is determined by specific identification. Dividend income and distributions to stockholders are recorded on the ex-dividend date. Interest income is accrued daily. 2. Fair Value Measurements -- Effective January 1, 2008, the Corporation adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" ("FAS 157"). FAS 157 establishes a disclosure framework which prioritizes and ranks the level of market price observability used in determining the fair value of investments as follows: o Level 1 -- Fair value is determined based on market data obtained from independent sources; for example, quoted prices in active markets for identical investments. The Corporation's Level 1 investments consist of equity securities listed on a national securities exchange or NASDAQ national market. o Level 2 -- Fair value is determined using other significant observable assumptions obtained from independent sources; for example quoted prices for similar investments or the use of models or other valuation methodologies. The Corporation's Level 2 investments consist of short-term investments, carried at amortized cost. o Level 3 -- Fair value is determined using significant unobservable inputs including the Corporation's own assumptions based upon the best information available. Investments categorized as Level 3 include situations in which there is little, if any, market activity. The Corporation's Level 3 investments consist of The Plymouth Rock Company, Inc. and Aerogroup International, Inc. In certain cases, the inputs used to determine fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's level within the hierarchy is based on the least observable input that is significant to fair value. The inputs used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The Corporation's investments as of June 30, 2008 are classified as follows: Valuation Inputs Investments in Securities ---------------- ------------------------- Level 1 $458,430,479 Level 2 39,327,668 Level 3 140,600,033 ------------ Total $638,358,180 ============ [ 12 ] NOTES TO FINANCIAL STATEMENTS -- continued (unaudited) The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value: Balance as of December 31, 2007 $149,173,114 Change in unrealized appreciation of investments (8,573,081) ------------ Balance as of June 30, 2008 $140,600,033 ============ No Level 3 investments were purchased, sold or transferred to Level 1 or Level 2 during the six months ended June 30, 2008. 3. Common Stock -- The Corporation repurchased 9,100 shares of its Common Stock in the first six months of 2008 at an average price of $25.34 per share, representing an average discount from net asset value of 13.09%. 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 and available for optional stock distributions, or may be retired. 4. Investment Transactions -- The aggregate cost of securities purchased and the aggregate proceeds of securities sold during the six months ended June 30, 2008, excluding short-term investments, were $44,398,788 and $49,783,599, respectively. As of June 30, 2008, based on cost for Federal income tax purposes, the aggregate gross unrealized appreciation and depreciation for all securities were $346,629,267 and $21,343,684, respectively. 5. Operating Expenses -- The aggregate remuneration paid during the six months ended June 30, 2008 to officers and directors amounted to $856,000, of which $76,000 was paid as fees to directors who were not officers. Employees also participate in 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 of employment. No contributions were made to the plan for the six months ended June 30, 2008. 6. Affiliates -- The Plymouth Rock Company, Inc. is an affiliate as defined in the Investment Company Act of 1940. During the six months ended June 30, 2008, the Corporation received dividends of $3,019,100 from affiliates. Unrealized appreciation related to affiliates decreased by $8,400,000 for the six months ended June 30, 2008 to $137,800,014. The President of the Corporation is a director of Plymouth Rock. 7. Restricted Securities -- The Corporation from time to time invests in securities the resale of which is restricted. On June 30, 2008 such investments had an aggregate value of $140,600,033, which was equal to 22.0% of the Corporation's net assets. Investments in restricted securities at June 30, 2008, including acquisition dates and cost, were:
Company Shares Security Date Acquired Cost -------------------------------- ------ -------------- ------------- ---------- Aerogroup International, Inc. 28,751 Common Stock 6/21/05 $17,200 The Plymouth Rock Company, Inc. 60,000 Class A Stock 12/15/82 1,500,000 The Plymouth Rock Company, Inc. 10,000 Class A Stock 6/9/84 699,986
The Corporation does not have the right to demand registration of the restricted securities. 8. 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 $2.2 million. The lease agreement contains escalation clauses relating to operating costs and real property taxes. Future minimum rental commitments under the lease are $314,241 for 2008, $329,172 for 2009 and $341,806 annually thereafter. [ 13 ] -------------------------------------------------------------------------------- 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, 2008, and the related statements of operations, changes in net assets, cash flows and financial highlights for the six-month period ended June 30, 2008. These interim financial statements and financial highlights are the responsibility of the management of Central Securities Corporation. We conducted our review in accordance with the standards of 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 accompanying interim financial statements and financial highlights referred to above for them to be in conformity with U.S. generally accepted accounting principles. We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the statement of changes in net assets for the year ended December 31, 2007 and financial highlights for each of the five years in the period ended December 31, 2007, and in our report dated January 25, 2008 we expressed an unqualified opinion on such statement of changes in net assets and financial highlights. KPMG LLP New York, NY July 22, 2008 -------------------------------------------------------------------------------- [ 14 ] OTHER STOCKHOLDER INFORMATION Direct Registration The Corporation utilizes direct registration, a system that allows for book-entry ownership and the electronic transfer of the Corporation's shares. Stockholders may find direct registration a convenient way of managing their investment. Stockholders wishing certificates may request them. A pamphlet which describes the features and benefits of direct registration, including the ability of shareholders to deposit certificates with our transfer agent, can be obtained by calling Computershare Trust Company at 1-800-756-8200, calling the Corporation at 1-866-593-2507 or visiting our website: www.centralsecurities.com under Contact Us. Annual Meeting of Stockholders The annual meeting of stockholders of the Corporation was held on March 12, 2008. At the meeting all of the directors of the Corporation were reelected by the following vote of the holders of the Common Stock: Simms C. Browning, 19,503,295 shares in favor, 537,684 withheld; Donald G. Calder, 19,462,341 shares in favor, 578,638 shares withheld; Jay R. Inglis, 19,503,033 shares in favor, 535,946 shares withheld; Dudley D. Johnson, 19,514,882 shares in favor, 526,097 shares withheld; Wilmot H. Kidd, 19,511,993 shares in favor, 528,986 shares withheld; and C. Carter Walker, Jr., 19,509,804 shares in favor, 531,175 shares withheld. In addition, the selection of KPMG LLP as independent auditors of the Corporation for the year 2008 was ratified by the following vote of the holders of the Common Stock: 19,492,179 shares in favor, 491,479 shares against, 57,321 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 and the Corporation's proxy voting record for the twelve-month period ended June 30, 2008 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. Quarterly Portfolio Information The Corporation files its complete schedule of portfolio holdings with the sec for the first and the third quarter of each fiscal year on Form N-Q. The Corporation's Form N-Q filings are available on the SEC's website at www.sec.gov. Those forms may be reviewed and copied at the SEC's Public Reference Room in Washington D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. [ 15 ] BOARD OF DIRECTORS Dudley D. Johnson, Chairman Simms C. Browning Donald G. Calder Jay R. Inglis Wilmot H. Kidd C. Carter Walker, Jr. OFFICERS Wilmot H. Kidd, President Charles N. Edgerton, Vice President and Treasurer William E. Sheeline, Vice President Marlene A. Krumholz, Secretary OFFICE 630 Fifth Avenue New York, NY 10111 212-698-2020 866-593-2507 (toll-free) www.centralsecurities.com TRANSFER AGENT AND REGISTRAR Computershare Trust Company, N.A. P.O. Box 43069, Providence, RI 02940-3069 800-756-8200 www.computershare.com CUSTODIAN UMB Bank, N. A. Kansas City, MO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM KPMG LLP New York, NY [ 16 ] 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. Portfolio Managers of Closed-End Management Investment Companies. The information required by this Item is only required in an annual report on this Form N-CSR. Item 9. 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 0 NA NA NA through January 31) ------------------------------------------------------------------------------------------------------------------------------------ Month #2 (February 1 0 NA NA NA through February 28) ------------------------------------------------------------------------------------------------------------------------------------ Month #3 (March 1 through 0 NA NA NA March 31) ------------------------------------------------------------------------------------------------------------------------------------ Month #4 (April 1 through 9,100 $25.34 NA NA April 30) ------------------------------------------------------------------------------------------------------------------------------------ Month #5 (May 1 through 0 NA NA NA May 31) ------------------------------------------------------------------------------------------------------------------------------------ Month #6 (June 1 through 0 NA NA NA June 30) ------------------------------------------------------------------------------------------------------------------------------------ Total 9,100 $25.34 NA NA ------------------------------------------------------------------------------------------------------------------------------------
Item 10. 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, 2008. Item 11. 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-2(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 Corporation's internal control over financial reporting (as defined in Rule 30a-3(d)) under the Investment Company Act of 1940 that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Corporation's internal control over financial reporting. Item 12. 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 July 25, 2008 ------------- 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 July 25, 2008 ------------- Date By: /s/ Charles N. Edgerton ----------------------- Charles N. Edgerton Treasurer July 25, 2008 ------------- Date