SHAREHOLDER LETTER BY JAMES GIPSON, CLIPPER FUND
From the Annual Report dated 12/31/99
(Text downloaded by FundAlarm from FreeEdgar.com)


Dear Shareholder:
The 20th century ended with the most speculative stock market in American history. The S&P 500 surpassed every metric of value as it rose 21.0%, and some technology shares soared by multiples of that amount. Value stocks did not enjoy such gains, and at first glance it appears that we slept through 1999 with a return of -2.0%. In fact we concentrated on avoiding the (currently large) potential for permanent loss of your capital. To our pleasant surprise in this aggressively valued stock market, we found some cheap stocks to buy too. ------------------------------------------------------------------------------

"The End Was At Hand But Was Not In Sight" J.K. Galbraith's description of the stock market's peak in 1929 probably will apply this time too. No one can predict the end of a speculative market, but it is less difficult to predict those groups of stocks most vulnerable when the end arrives. The vulnerable groups tend to be those favored by investor enthusiasm and remarkable prices. The two groups of vulnerable stocks we avoided last year were technology and the largest 25 of the S&P 500.

Technology stocks did particularly well in 1999, especially those with a "dot com" in their names. There simply are no adequate adjectives to describe a market where companies with minimal sales and no profits are valued in billions of dollars. Hope and fantasy, not rational valuation with a margin of safety, seem to be the basis for pricing these securities. When rationality finally does come to these stocks, the losses will not be felt in your portfolio.

The 25 largest stocks in the S&P 500 are fine companies, but even fine companies can be priced at excessive levels. Some of these stocks such as Wal-Mart once were a significant part of our portfolio, but we sold them as their share prices rose above our estimates of their intrinsic values. The current stock market is one of remarkable extremes, and we have chosen to avoid those richly priced extremes as shown by the following numbers:

[TABLE omitted by FundAlarm]

A Tale of Two Stocks
Fannie Mae and Freddie Mac are our two largest holdings. Their performance last year is typical of the companies in your portfolio. Viewed as businesses, Fannie and Freddie had a great year. They continued to do an efficient job of guaranteeing and holding mortgages. Both companies earned slightly more profit than investors expected as the year began. They also have done a good job of insulating their profits from interest rate movements such as the recent increases by the Federal Reserve. If there were no stock market, investors would be very happy about the conduct of Fannie's and Freddie's businesses last year.

There is a stock market, however, and both stocks were down in 1999. The reason for the decline have less to do with the companies' good business fundamentals than with current market sentiment (neither company's name ends in "dot com"). There is one valid concern, however, which explains part of their weak stock performance-long term treasury bond rates rose from 5.1% to 6.4% last year. A large rise in the risk free rate of return implies a large decline in the value of all long-term assets, especially ones with low dividend yields and high growth expectations.

A Tale of Two More Stocks
General Nutrition and Mattel both were smaller positions in your portfolio last year. They produced very different outcomes which illustrate what we hope to achieve and how we react if that hope is not realized.

We try to buy stocks in good businesses at a discount to the price a rational private buyer would pay for the entire company. When we purchased shares in General Nutrition at about $12 a year ago, we valued it at $25 per share. Last summer the entire company was purchased for $25. We can only wish there were more examples of such instant gratification in our stock selections.

Mattel provided an example of the opposite experience. We purchased the stock at a large discount from our estimate of its intrinsic value. Then both stock price and intrinsic value declined. There were moderate problems in the basic toy business, but more serious ones in management turnover and an unfortunate acquisition. We maintain a devil's advocate process (i.e. one analyst concentrates on negative issues) to anticipate problems and to react quickly when they occur. In this case we concluded that our investment was a mistake and we have eliminated our position from the portfolio.

Our Most Controversial Stock
The least comfortable stock is often the most profitable stock. Philip Morris is clearly the least comfortable position in your portfolio and very possibly one of the cheapest stocks in the country.

As an operating business, Philip Morris is well managed, remarkably profitable and cash generating. About $3 billion of that cash was used to repurchase its own stock last year. As a stock, it is statistically one of the cheapest available with a price/earnings ratio of seven times and a yield of over 8%. (By contrast, the S&P 500 yields a record low of 1.2%.)

The concern driving down the share price is litigation. "Normal litigation" is a fact of life for tobacco companies, and they have been remarkably successful in virtually all trials to date. The real fear is that the current Engle Class Action lawsuit in Florida will, on the basis of a trial with as few as two plaintiffs and six jurors, render a punitive judgement for massive damages. To some investors, tobacco companies look like crippled wildebeests confronting a pride of hungry lions.

We are modest about our ability (or anyone else's) to predict the consequences of the American legal system. We can note, however, that a successful suit requiring massive payments by the tobacco companies also requires a large number of unlikely events to take place. The collection of smokers into a single class must be upheld on all appeals, despite consistent rejection by almost all courts because of individual differences in smokers' knowledge, behavior, and outcomes. More than 100 other grounds for appeal are present already, suggesting that the legal proceedings will reach far into the new millennium. The issue is as much political as legal; a massive legal judgement is unlikely to be allowed to shut down an industry which serves 45 million customers and provides over $27 billion in annual government revenue. Even if all domestic tobacco operations ceased tomorrow, the food and international tobacco operations of Philip Morris are worth nearly twice its current stock price.

Combining many unlikely events produces a very low risk of a significant negative outcome. An investor is being very well paid to take that low risk, and we added to our position in Philip Morris at current prices.

Something To Buy Too
If Internet stocks are the epitome of sex appeal to investors today, then the opposite of sex appeal is a real estate investment trust (REIT). Despite (because of) their lack of popular acclaim, we found them very appealing. They are understandable businesses. They have very conservative balance sheets. They sell at large discounts to the private market values of their properties. They have safe and growing yields of 7-9%. Many of the REITs and their executives are buying their own shares because they believe those shares are very cheap. We share that belief and last year we made them a significant part of your portfolio.

Our purchase of REITs demonstrates one of the remarkable anomalies of today's stock market: astounding overvaluation coexists with I-don't-care-about-it cheapness. We added a few other sound but neglected stocks last year and hope to add more this year too.

No Fear
Greed and fear, those pesky and permanent motivators, are alive and selectively active in the minds of investors today. The record level of speculation in many stocks is not just a function of normal greed, but of an attitude expressed by a young investor quoted in the New York Times, "My generation knows no fear of the stock market." A significant number of investors today, particularly newer ones, are functioning with normal genes for caution deleted. The absence of any significant bear market for many years encourages the comfortable and confident belief that losses are a quaint relic of extinct financial civilizations, not a reasonable prospect for the (possibly immediate) future. To a rational investor who considers the potential for both gain and loss, the total absence of fear creates both the astonishing level of stock prices today and the potential for astonishing loss tomorrow.

"Markets can remain irrational longer than you can remain solvent." Substitute "patient" for "solvent" in J.M. Keynes's observation and you have a good description of the challenge facing a rational value investor today. The start of the new millennium also marks the start of the fourth year of what Federal Reserve Chairman Alan Greenspan called "irrational exuberance." That is a long time to be patient and no one can know how much more patience will be required. We intend, however, to remain patient and rational in a market which currently is not rewarding those qualities. In the long run, that is the best way to preserve and increase the capital you have entrusted to us.

Sincerely,

/s/

James Gipson
Chairman & President
January 21, 2000