SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. __)
BULL & BEAR U. S. GOVERNMENT SECURITIES FUND, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
120 17 N 105
(CUSIP Number)
INVESTOR SERVICE CENTER, INC.
11 Hanover Square, 12th Floor
New York, NY 10005
Attn: Deborah A. Sullivan, Esq.
212-785-0900
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 3, 1999
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of the Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
<PAGE>
- --------------
|Number of |
|Shares |
|Beneficially |
|Owned by |
|Each |
|Reporting |
|Person with |
- --------------
1 Names of Reporting Persons / I.R.S. Identification Nos. of Above Persons
(Entities Only)
Investor Service Center, Inc. / 13-3321855
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds WC
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) / /
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6 Citizenship or Place of Organization Delaware
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7 Sole Voting Power 121,475 Shares
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8 Shared Voting Power
- --------------------------------------------------------------------------------
9 Sole Dispositive Power 121,475 Shares
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10 Shared Dispositive Power
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 121,475 Shares
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares / X /
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13 Percent of Class Represented by Amount in Row (11) 15.94%
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14 Type of Reporting Person BD
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<PAGE>
- --------------
|Number of |
|Shares |
|Beneficially |
|Owned by |
|Each |
|Reporting |
|Person with |
- --------------
1 Names of Reporting Persons / I.R.S. Identification Nos. of Above Persons
(Entities Only)
Bassett S. Winmill
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds PF
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) / /
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6 Citizenship or Place of Organization USA
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7 Sole Voting Power 5,000 Shares
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8 Shared Voting Power 0
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9 Sole Dispositive Power 5,000 Shares
- --------------------------------------------------------------------------------
10 Shared Dispositive Power 0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,000 Shares
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
/x /
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 0.66%
- --------------------------------------------------------------------------------
14 Type of Reporting Person IN
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<PAGE>
ITEM 1 SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock of Bull &
Bear U.S. Government Securities Fund, Inc (the "Issuer"). The principal
executive offices of the Issuer are located at 11 Hanover Square, New York, NY
10005.
Principal Executive Officers of Issuer Title
- -------------------------------------- ----------------------------------------
Steven A. Landis Senior Vice President
Joseph Leung Treasurer
Deborah Ann Sullivan Secretary
Thomas B. Winmill President
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) This Schedule 13D is being filed by Investor Service
Center, Inc. (a Delaware corporation), a registered broker/dealer ("ISC"), and
Bassett S. Winmill (the "Reporting Persons"). The address of each is 11 Hanover
Square, New York, NY 10005. Further information is attached in Exhibit A.
(d) None
(e) None
(f) ISC is a Delaware corporation. Bassett S. Winmill is a citizen
of the U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
ISC used working capital. Bassett S. Winmill used personal funds.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired the Shares for investment purposes.
Notwithstanding any of the foregoing, the Reporting Persons may at
any time modify, change, abandon, or replace, some or all of the foregoing
purposes and plans and discussions relating thereto or discontinue or
re-continue such modifications, changes, abandonments, or replacements at any
time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(A) As of July 22, 1999, the Reporting Persons believe there are 761,953.550
shares of Common Stock outstanding. ISC is the beneficial owner of 121,475
shares of Common Stock, which constitutes approximately 15.94% of the
outstanding shares of Common Stock. Bassett S. Winmill is the beneficial owner
of 5,000 shares of Common Stock, which constitute approximately 0.66% of the
outstanding shares of Common Stock. ISC disclaims beneficial ownership of shares
held by Bassett S. Winmill. Bassett S. Winmill disclaims beneficial ownership of
shares held by ISC.
<PAGE>
(B) Power to vote and to dispose of the securities resides with the Reporting
Persons.
(C) During the last sixty days, the following transactions were effected
in the common stock of the Issuer:
<TABLE>
<CAPTION>
Where and How
Number of Transaction
Reporting Person Date Buy/Sell Shares Price Per Share Effected
- ------------------ ------------------ -------------- ----------- ------------------- -------------------
<S> <C> <C> <C> <C> <C>
ISC July 30, 1999 Bought 73,325 12.875 Private NY
ISC August 2, 1999 Bought 7,000 12.875 Private NY
ISC August 3, 1999 Bought 14,850 12.875 Private NY
</TABLE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
ISC is a wholly owned subsidiary of Winmill & Co. Incorporated
("WCI") (formerly Bull & Bear Group, Inc.). WCI, a publicly owned company whose
securities are listed on Nasdaq and traded in the over-the-counter market, is a
New York based manager of investment companies, whose name was changed from Bull
& Bear Group, Inc. on April 1, 1999. Bassett S. Winmill may be deemed a
controlling person of WCI and, therefore, may be deemed a controlling person of
ISC. Another wholly owned subsidiary of WCI is CEF Advisers, Inc. ("CEF"), the
investment manager of the Issuer.
Pursuant to an investment management agreement, CEF acts as general
manager of the Issuer, being responsible for the various functions assumed by
it, including the regular furnishing of advice with respect to portfolio
transactions. CEF manages the investment and reinvestment of the assets of the
Issuer, subject to the control and oversight of the Issuer's directors. For its
services, CEF receives an investment management fee, payable monthly, based on
the average weekly net assets of the Issuer, at the annual rate of 0.70% of the
first $250 million, 0.625% from $250 million to $500 million, and 0.50% over
$500 million. From time to time, CEF may reimburse all or part of this fee to
improve the Issuer's yield and total return. CEF provides certain administrative
services to the Issuer at cost. During the fiscal year ended June 30, 1998, the
investment management fees payable by the Issuer to CEF were $77,098,
representing 0.70% of its average daily net assets, of which $6,264 were waived.
During the six months ended December 31, 1998, the investment management fees
payable by the Issuer to CEF were $38,890, representing 0.70% of its average
daily net assets, of which $38,890 were waived.
Bassett S. Winmill, a Reporting Person and who may be deemed a
controlling person of WCI, ISC and CEF, is chairman of the board of directors of
the Issuer. Robert D. Anderson and Thomas B. Winmill are directors and officers
of WCI, ISC, CEF, and the Issuer. Each of Steven A. Landis, Joseph Leung, and
Deborah A. Sullivan are officers of WCI, ISC, CEF, and the Issuer. The Issuer
has an audit committee comprised of directors Douglas Wu, Frederick A. Parker,
Jr., and Thomas B. Winmill, the function of which is routinely to review
financial statements and other audit-related matters as they arise throughout
the year. The Issuer has an executive committee comprised of Thomas B. Winmill.
Article XIV of the Issuer's charter provides that the name "Bull &
Bear" included in the name of the Issuer shall be used pursuant to a
royalty-free nonexclusive license from WCI or a subsidiary of
<PAGE>
WCI. The license may be withdrawn by WCI or its subsidiary at any time in their
sole discretion, in which case the Issuer shall have no further right to use the
name "Bull & Bear" in its corporate name or otherwise and the Issuer, the
holders of its capital stock and its officers and directors, shall promptly take
whatever action may be necessary to change its name accordingly. WCI withdrew
the license to "Bull & Bear" on March 3, 1999, effective upon Closing, as
described below.
Pursuant to an agreement dated December 17, 1998, on March 31, 1999
(the "Closing"), WCI assigned to a subsidiary of Royal Bank of Canada, an
unaffiliated third party, all its right, title and interest in and to the name
"Bull & Bear" ("Name"). WCI further agreed that it shall (i) use its reasonable
best efforts to, (ii) cause its subsidiaries to use their reasonable best
efforts to and (iii) use its reasonable best efforts to cause the Issuer and the
other funds in the investment company complex ("Complex") to use their
reasonable best efforts to, within 90 days following the Closing, to remove or
obliterate the Name or any name, mark or logo similar thereto from any materials
or property of WCI, its subsidiaries and the Complex, and neither WCI, its
subsidiaries nor the Complex shall, after the date that is 90 days after the
Closing Time, in any way use materials or property, whether or not in existence
at the Closing Time, that bear the Name or any name, mark or logo similar
thereto.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A: Certain information concerning the Issuer's and ISC's
directors and executive officers.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: August 3, 1999
INVESTOR SERVICE CENTER, INC.
By: /s/ Deborah A. Sullivan
Name: Deborah A. Sullivan
Title: Secretary
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: August 3, 1999
By: /s/ Bassett S. Winmill
Name: Bassett S. Winmill
<PAGE>
EXHIBIT A
The business address for all entities and individuals listed in this
Exhibit A is 11 Hanover Square, 12th Floor, New York, NY 10005.
Investor Service Center, Inc. ("ISC") and CEF Advisers, Inc. ("CEF") are
wholly-owned subsidiaries of Winmill & Co. Incorporated ("WCI"), a
publicly-owned company whose securities are listed on The Nasdaq Stock Market.
Bassett S. Winmill, a director of the Issuer, may be deemed a controlling person
of WCI on the basis of his ownership of 100% of WCI's voting stock and,
therefore, of ISC and CEF.
The directors of ISC and CEF are Thomas B. Winmill and Robert D. Anderson.
The directors of WCI are Robert D. Anderson, Charles A. Carroll, Mark C. Jones,
Edward G. Webb, Bassett S. Winmill, and Thomas B. Winmill. The directors of the
Issuer are Bassett S. Winmill, Robert D. Anderson, Thomas B. Winmill, Douglas
Wu, and Frederick A. Parker, Jr.
Information relevant to each director of the Issuer deemed to be an
"interested person" of the Issuer by virtue of their relationship with CEF, as
defined in the 1940 Act is set forth below:
Issuer Year
Name of Certain Issuer Director, Principal Occupation and Director Term
Business Experience for Past Five Years Since Expires
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THOMAS B. WINMILL -- He is President, Chief Executive 1996 2001
Officer, and General Counsel of the Issuer, as well as the
other investment companies in the Investment Company
Complex, and of WCI and certain of its affiliates. He also
is President and a Director of ISC and CEF. He is a member
of the New York State Bar and the SEC Rules Committee of the
Investment Company Institute. He is a son of Bassett S.
Winmill. He was born June 25, 1959.
BASSETT S. WINMILL -- He is Chairman of the Board of the 1996 2002
Issuer, as well as other investment companies in the
Investment Company Complex, and of WCI. He is a member of
the New York Society of Security Analysts, the Association
for Investment Management and Research, and the
International Society of Financial Analysts. He is the
father of Thomas B. Winmill. His address is 11 Hanover
Square, New York, New York 10005. He was born February 10,
1930.
<PAGE>
Issuer Year
Name of Certain Issuer Director, Principal Occupation and Director Term
Business Experience for Past Five Years Since Expires
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ROBERT D. ANDERSON -- He is Vice Chairman of the Issuer, as 1999 2000
well as the other investment companies in the Investment
Company Complex, and of WCI and certain of its affiliates.
He was a member of the Board of Governors of the Mutual Fund
Education Alliance, and of its predecessor, the No-Load
Mutual Fund Association. He has also been a member of the
District #12, District Business Conduct and Investment
Companies Committees of the NASD. He is 69 years old.
The non-director executive officers of the Issuer and/or
director/officers of CEF and/or WCI, and their relevant biographical information
are set forth below:
STEVEN A. LANDIS - Senior Vice President of the Issuer. He also is
Senior Vice President of the other investment companies in the Investment
Company Complex, and CEF and WCI. From 1993 to 1995, he was Associate Director -
Proprietary Trading at Barclays de Zoete Wedd Securities Inc. and, from 1992 to
1993, he was Director, Bond Arbitrage at WG Trading Company. He was born March
1, 1955.
JOSEPH LEUNG, CPA - Treasurer and Chief Accounting Officer of the
Issuer. He also is Treasurer and Chief Accounting Officer of the other
investment companies in the Investment Company Complex, and CEF and WCI. From
1992 to 1995, he held various positions with Coopers & Lybrand LLP, a public
accounting firm. He is a member of the American Institute of Certified Public
Accountants.
He was born September 15, 1965.
DEBORAH ANN SULLIVAN - Vice President, Secretary and Chief
Compliance Officer of the Issuer. She also is Vice President, Secretary and
Chief Compliance Officer of the other investment companies in the Investment
Company Complex, and CEF and WCI. From 1993 to 1994, she was the Blue Sky
Paralegal for SunAmerica Asset Management Corporation and, from 1992 to 1993,
she was Compliance Administrator and Blue Sky Administrator with Prudential
Securities, Inc. and Prudential Mutual Fund Management, Inc. She is a member of
the New York State Bar. She was born June 13, 1969.
The following table presents certain information regarding the
beneficial ownership of the Issuer's shares as of August 2, 1999 by each
foregoing officer and/or director of the Issuer.
Name of Officer or Director Number of Shares
-----------------------------------------------------
Robert D. Anderson 0.000
Steven A. Landis 50.000
Joseph Leung 0.000
Deborah Ann Sullivan 0.000
Bassett S. Winmill 5,000.000
Thomas B. Winmill 22.243
