-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q1PIgZ1UVs79MudW6wV1NOB9R4xxJ5n4BeuhyktWlN+YKJ0F4coriEBupzcx3LEj IpMzUxQgXcVimRDEpgklLQ== 0000891092-09-001648.txt : 20090423 0000891092-09-001648.hdr.sgml : 20090423 20090423152133 ACCESSION NUMBER: 0000891092-09-001648 CONFORMED SUBMISSION TYPE: N-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20090423 DATE AS OF CHANGE: 20090423 EFFECTIVENESS DATE: 20090423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL SECURITIES CORP CENTRAL INDEX KEY: 0000018748 IRS NUMBER: 131875970 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-Q SEC ACT: 1940 Act SEC FILE NUMBER: 811-00179 FILM NUMBER: 09766451 BUSINESS ADDRESS: STREET 1: 630 FIFTH AVENUE STREET 2: SUITE 820 CITY: NEW YORK STATE: NY ZIP: 10111 BUSINESS PHONE: 212-698-2020 MAIL ADDRESS: STREET 1: 630 FIFTH AVENUE STREET 2: SUITE 820 CITY: NEW YORK STATE: NY ZIP: 10111 FORMER COMPANY: FORMER CONFORMED NAME: TRANS CENTRAL SECURITIES CORP DATE OF NAME CHANGE: 19700722 FORMER COMPANY: FORMER CONFORMED NAME: BUERGER LADET & RADINSKY INC DATE OF NAME CHANGE: 19671026 N-Q 1 e35178_nq.txt QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS United States Securities and Exchange Commission Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-00179 Central Securities Corporation (Exact name of registrant as specified in charter) 630 Fifth Avenue, Suite 820 New York, N.Y. 10111 (Address of principal executive offices) Registrant's telephone number including area code: 212-698-2020 Date of fiscal year end: December 31 Date of reporting period: March 31, 2009 Item 1. Schedule of Investments. CENTRAL SECURITIES CORPORATION Statement of Investments March 31, 2009 (Unaudited) PORTFOLIO SECURITIES 88.2% STOCKS (COMMON UNLESS SPECIFIED OTHERWISE)
Prin.Amt. or Shares Value - ---------- ----- Banking and Finance 5.6% 700,000 The Bank of New York Mellon Corporation........................................ $ 19,775,000 ------------ 150,000 Newstar Financial, Inc. (a).................................................... 348,000 20,123,000 ------------ Business Services 0.2% 100,000 Heritage-Crystal Clean Inc. (a)................................................ 746,000 ------------ Communications 0.4% 1,000,000 Arbinet-thexchange, Inc. (a)................................................... 1,600,000 ------------ Electronics 18.5% 920,000 Agilent Technologies, Inc. (a)................................................. 14,140,400 370,000 Analog Devices, Inc............................................................ 7,129,900 830,000 Coherent, Inc. (a)............................................................. 14,317,500 630,000 Flextronics International Inc. (a)............................................. 1,820,700 809,600 Intel Corporation.............................................................. 12,168,288 300,000 Maxim Integrated Products, Inc................................................. 3,963,000 350,000 Motorola, Inc.................................................................. 1,480,500 1,000,000 Radisys Corporation (a)........................................................ 6,060,000 3,230,000 Sonus Networks, Inc. (a)....................................................... 5,071,100 ------------ 66,151,388 ------------ Energy 10.4% 300,000 Berry Petroleum Company Class A................................................ 3,288,000 200,000 Devon Energy Corporation....................................................... 8,938,000 2,000,000 GeoMet, Inc. (a)............................................................... 1,160,000 670,000 McMoRan Exploration Co. (a).................................................... 3,149,000 350,000 Murphy Oil Corporation......................................................... 15,669,500 300,000 Nexen Inc..................................................................... 5,088,000 ------------ 37,292,500 ------------ Health Care 1.5% 100,000 Abbott Laboratories............................................................ 4,770,000 260,000 Vical Inc. (a)................................................................. 501,800 ------------ 5,271,800 ------------ Information Technology Services 5.1 % 1,730,800 Convergys Corporation (a)...................................................... 13,984,864 930,000 Xerox Corporation.............................................................. 4,231,500 ------------ 18,216,364 ------------
Prin.Amt. or Shares Value - ---------- ----- Insurance 31.4% 10,000 Erie Indemnity Co. Class A..................................................... $ 341,800 70,000 The Plymouth Rock Company, Inc. Class A (b)(c)(d).......................................................... 112,000,000 ------------ 112,341,800 ------------ Manufacturing 13.5% 870,000 Brady Corporation Class A...................................................... 15,338,100 200,000 Carlisle Companies Inc......................................................... 3,926,000 400,000 Dover Corporation.............................................................. 10,552,000 200,000 General Electric Co............................................................ 2,022,000 100,000 Precision Castparts Corporation................................................ 5,990,000 250,000 Roper Industries, Inc.......................................................... 10,612,500 ------------ 48,440,600 ------------ Retailing 1.6% 28,751 AeroGroup International, Inc. (a)(c)(d)........................................ 385,838 200,000 Walgreen Co.................................................................... 5,192,000 ------------ 5,577,838 ------------ Total Portfolio Securities (cost $261,479,534).......................... 315,761,290 ------------ SHORT-TERM INVESTMENTS 12.2% U.S. Treasury Obligations 12.2% 31,130,000 U.S. Treasury Bills 0.04% due 4/9/09 - 4/23/09................................. 31,129,481 ------------ 12,500,000 U.S. Treasury Cash Management Bill 0.01% due 5/15/09........................... 12,499,847 ------------ Total Short-Term Investments (cost $43,629,328)......................... 43,629,328 ------------ Total Investments (cost $305,108,862) (100.4%).......................... 359,390,618 (cost $242,296,470)(100.0%) 361,797,954 Cash, receivables and other assets less liabilities (0.4%)............................................... (1,315,360) ------------ Net Assets (100%)....................................................... $358,075,258 ============
(a) Non-dividend paying. (b) Affiliate as defined in the Investment Company Act of 1940. (c) Valued at estimated fair value. (d) Restricted security. See footnote 3. See accompanying notes to statement of investments. CENTRAL SECURITIES CORPORATION NOTES TO STATEMENT OF INVESTMENTS 1. 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 value. Securities for which no ready market exists are valued at estimated fair value by the Board of Directors. As of March 31, 2009, the tax cost of investments was $305,108,862. Net unrealized appreciation was $54,282,771 consisting of gross unrealized appreciation and gross unrealized depreciation of $170,830,466 and $116,547,695, respectively. 2. Fair Value Measurements - Pursuant to FAS 157, the Corporation 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 instruments 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 March 31, 2009 are classified as follows: Valuation Inputs Investments in Securities ---------------- ------------------------- Level 1 $203,375,452 Level 2 43,629,328 Level 3 112,385,838 ------------ $359,390,618 ============ The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value: Balance at December 31, 2008 $126,385,838 Change in unrealized appreciation of investments (14,000,000) ------------ Balance at March 31, 2009 $112,385,838 ============ No Level 3 investments were purchased, sold or transferred to Level 1 or Level 2 during the three months ended March 31, 2009. 3. Restricted Securities - The Corporation has from time to time invested in securities the resale of which is restricted. On March 31, 2009, such investments had an aggregate value of $112,385,838, which was equal to 31.4% of the Corporation's net assets. Investments in restricted securities at March 31, 2009 were:
Company Shares Security Date Purchased Cost - ------- ------ -------- -------------- ---- AeroGroup International, Inc. 28,751 Common Stock 6/14/05 $17,200 The Plymouth Rock Company, Inc. 60,000 Class A Common Stock 12/15/82 1,500,000 The Plymouth Rock Company, Inc. 10,000 Class A Common Stock 6/9/84 699,986
The Corporation does not have the right to demand registration of the restricted securities. Item 2. Controls and Procedures. (a) Disclosure Controls and Procedures. The Principal Executive and Financial Officers have concluded that the Registrant's Disclosure Controls and Procedures 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) Internal Control Over Financial Reporting. During the last fiscal quarter, there was no significant change in the Registrant's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 3. Exhibits. (a) Certifications. 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 ------------------ President Date: April 23, 2009 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 capacities and on the dates indicated. By: /s/ Wilmot H. Kidd ------------------ President Date: April 23, 2009 By: /s/ Charles N. Edgerton ------------------- Vice President and Treasurer Date: April 23, 2009 EX-99.1 2 e35178ex99_1.txt CERTIFICATION Exhibit 99.1 I Wilmot H. Kidd, certify that: 1. I have reviewed this report on Form N-Q of Central Securities Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. 4/8/09 /s/ Wilmot H. Kidd - ------ ------------------ Date Signature President --------- Title EX-99.2 3 e35178ex99_2.txt CERTIFICATION Exhibit 99.2 I Charles N. Edgerton, certify that: 1. I have reviewed this report on Form N-Q of Central Securities Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. 4/8/09 /s/ Charles N. Edgerton - ----- ----------------------- Date Signature VP and Treasurer ---------------- Title -----END PRIVACY-ENHANCED MESSAGE-----