SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
The MicroCap Fund, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
594949 0
(CUSIP Number)
Thomas D. Balliett, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
November 10, 1995
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: /____/
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Check the following box if a fee is being paid with this
statement: /X/
Page 1 of 16 pages
Exhibit Index appears on page 13
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SCHEDULE 13D
CUSIP No. 594949 0 Page 2 of 16 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT M. PERGAMENT
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
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)
/--/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 20,000 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH
20,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/--/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP No. 594949 0 Page 3 of 16 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GERALD B. CRAMER
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
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)
/--/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 55,000 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH
55,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,000 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/--/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 594949 0 Page 4 of 16 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
INGLESIDE COMPANY
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
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)
/--/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 35,000 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH
35,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,000 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/--/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP No. 594949 0 Page 5 of 16 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EDWARD J. ROSENTHAL
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
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)
/--/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 10,000 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH
10,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/--/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 594949 0 Page 6 of 16 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GOODNESS GARDENS INC.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
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)
/--/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 5,000 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH
5,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/--/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 594949 0 Page 7 of 16 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CRAMER ROSENTHAL MCGLYNN, INC.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
NOT APPLICABLE
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/--/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 125,000 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH
125,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/--/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7% (See Item 5)
14) TYPE OF REPORTING PERSON
IA
<PAGE>
Schedule 13D
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Statement") relates to the common
stock, $0.01 par value (the "Common Stock"), of The MicroCap Fund, Inc., a
Maryland corporation (the "Company"). The principal executive offices of the
Company are located at 737 Third Avenue, 11th Floor, New York, New York
10017.
Item 2. Identity and Background.
(a) - (c) This Statement is being filed by Robert M.
Pergament ("Pergament"), Gerald B. Cramer ("Cramer"), Ingleside
Company ("Ingleside"), Edward J. Rosenthal ("Rosenthal"),
Goodness Gardens Inc. ("Goodness Gardens") and Cramer Rosenthal
McGlynn, Inc. ("CRM"), each of which is a "Reporting Person" and
all of which are the "Reporting Persons".
Pergament is an individual whose business address is 707 Westchester
Avenue, White Plains, New York 10604 and who is a professional investor.
Cramer is an individual whose business address is 707 Westchester
Avenue, White Plains, New York 10604 and who is principally engaged in the
investment advisory business as
Chairman of CRM.
Rosenthal is an individual whose business address is 707 Westchester
Avenue, White Plains, New York 10604 and who is principally engaged in the
investment advisory business as Vice
Chairman of CRM.
Goodness Gardens is a corporation whose business address is 707
Westchester Avenue, White Plains, New York 10604 and which is principally
engaged in the business of growing and selling hydroponic herbs. The executive
officers and directors of Goodness Gardens are listed on Schedule I. A majority
of the common stock of Goodness Gardens is owned by WOW Associates, a
Connecticut limited partnership of which Rosenthal is the managing general
partner and members of Rosenthal's family are the other partners.
Ingleside is a partnership whose business address is 707 Westchester
Avenue, White Plains, New York 10604 and which is principally engaged in the
business of investment. The partners of Ingleside are Barry W. Gray and Thomas
C. Israel, each of whom is a professional investor whose business address is 707
Westchester Avenue, White Plains, New York 10604.
8
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The name, business address and present principal occupation or
employment of each of the executive officers, directors and controlling
shareholders of CRM and Goodness Gardens are set forth on Schedule I annexed
hereto, which is incorporated herein by reference.
(d) - (e) During the last five years, none of the Reporting Persons,
and, to the best knowledge of the Reporting Persons, none of the persons listed
on Schedule I hereto, has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violation with
respect to such laws.
(f) Each natural person identified in this Item 2
is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The cost of the shares of Common Stock reported owned by Ingleside and
Goodness Gardens was funded out of each such entity's working capital, which
may, at any given time, include margin loans made by brokerage firms in the
ordinary course of business. The total cost of the reported securities for each
Reporting Person who purchased such securities is as follows:
Reporting Person Total Cost
---------------- ----------
Pergament $103,950
Cramer $283,125
Ingleside $180,625
Rosenthal $52,500
Goodness Gardens $25,625
Item 4. Purpose of Transaction.
The Reporting Persons acquired beneficial ownership of the shares of
Common Stock to which this Statement relates for investment.
9
<PAGE>
The Reporting Persons believe that the Company should take action to
reduce the current discount between the market price of the Common Stock and its
net asset value per share as reported by the Company. The Reporting Persons
intend to communicate directly with the Company's Board of Directors to discuss
various possibilities for reducing that discount, which possibilities might
include a material change in the dividend policy of the Company, liquidation of
a material amount of the Company's assets, and a merger, reorganization or
liquidation of the Company.
The Reporting Persons may acquire additional shares of Common Stock or
other securities of the Company or sell or otherwise dispose of any or all of
the shares of Common Stock or other securities of the Company beneficially owned
by them. The Reporting Persons may take any other action with respect to the
Company or any of its debt or equity securities in any manner permitted by law.
Except as disclosed in this Item 4, the Reporting Persons have no
current plans or proposals which relate to or would result in any of the events
described in Items (a) through (j) of the instructions to Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially own an aggregate of 125,000
shares of Common Stock, representing approximately 5.7% of the outstanding
shares of Common Stock. Pergament beneficially owns 20,000 shares of Common
Stock, representing approximately 0.9% of the outstanding shares. Cramer
beneficially owns 55,500 shares of Common Stock, representing approximately 2.5%
of the outstanding shares. Ingleside beneficially owns 35,000 shares of Common
Stock, representing approximately 1.6% of the outstanding shares. Goodness
Gardens beneficially owns 5,000 shares of Common Stock, representing
approximately 0.2% of the outstanding shares. Rosenthal beneficially owns 10,000
shares of Common Stock, representing approximately 0.5% of the outstanding
shares. [1]
(b) By reason of its position as investment advisor to each other
Reporting Person, CRM may be deemed to possess the power to vote and dispose of
the shares of Common Stock beneficially owned by all other Reporting Persons. By
reason of their respective positions as Chairman and Vice Chairman of CRM,
Cramer and Rosenthal may each be deemed to possess the power to
[1] Percentages are based upon 2,076,751 shares of Common Stock reported
outstanding as of August 31, 1995 in the Company's Quarterly Report on Form 10-Q
for the quarter ended August 31, 1995.
10
<PAGE>
vote and dispose of the shares of Common Stock beneficially owned by all other
Reporting Persons. Pursuant to Rule 13d-4 promulgated under the Securities
Exchange Act of 1934, as amended, (i) CRM disclaims beneficial ownership of all
shares of Common Stock owned by each other Reporting Person and (ii) each of
Cramer and Rosenthal disclaims beneficial ownership of all shares of Common
Stock owned by each other Reporting Person except those shares in which he has a
pecuniary interest.
(c) Except as set forth on Schedule II annexed hereto, none of the
persons identified in Item 2 has effected any transactions in the Common Stock
during the past 60 days. All transactions reported on Schedule II were effected
in the open market.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or relationships with
Respect to Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits.
Exhibit 1 -- Agreement of joint filing pursuant to Rule 13d(1)-f promulgated
under the Securities Exchange Act of 1934, as amended.
11
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: November 28, 1995
/s/ Robert M. Pergament
Robert M. Pergament
/s/ Gerald B. Cramer
Gerald B. Cramer
INGLESIDE COMPANY
By: /s/ Barry Gray
Barry Gray
/s/ Edward J. Rosenthal
Edward J. Rosenthal
GOODNESS GARDENS INC.
By: /s/ Edward J. Rosenthal
Edward J. Rosenthal
12
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
1 Agreement of joint filing pursuant 16
to Rule 13d(1)-f promulgated under
the Securities Exchange Act of 1934,
as amended
13
<PAGE>
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS
A. CRAMER ROSENTHAL MCGLYNN INC. ("CRM")
The name and present principal occupation or employment of each of the
executive officers and directors of CRM is set forth below. The business address
of each such person is 707 Westchester Avenue, White Plains, New York 10604.
Name and Present Principal
Positions Held Occupation or Employment
Gerald B. Cramer Chairman and a Director
Ronald H. McGlynn President and a Director
Edward J. Rosenthal Vice Chairman and a
Director
Jay B. Abramson Executive Vice President,
General Counsel and a
Director
Fred M. Filoon Senior Vice President
Arthur J. Pergament Senior Vice President
Eugene A. Trainor Chief Financial Officer
B. GOODNESS GARDENS INC.
The name and present principal occupation or employment of each of the
executive officers and directors of Goodness Gardens Inc. is set forth below.
The business address of each such person is 707 Westchester Avenue, White
Plains, New York 10604.
Name and Present Principal
Positions Held Occupation or Employment
Edward J. Rosenthal Chairman and a Director
Brian Murphy President and a Director
Loretta Citoli-Murphy Executive Vice President
and a Director
Laura Himmelstein Treasurer
14
<PAGE>
SCHEDULE II
TRANSACTIONS IN COMMON
STOCK OF
THE MICROCAP FUND, INC.
BY EACH REPORTING PERSON
Shares Purchased by Robert M. Pergament
Number of
Shares Price Per Total
Date Purchased Share Cost
11/07/95 10,000 $5.270 $52,700
11/10/95 10,000 $5.125 $51,250
Shares Purchased by Gerald B. Cramer
Number of
Shares Price per Total
Date Purchased Share Cost
09/11/95 25,000 $5.125 $128,125
09/13/95 10,000 $5.250 $ 52,500
09/13/95 10,000 $5.125 $ 51,250
10/25/95 5,000 $5.125 $ 26,625
11/10/95 5,000 $5.125 $ 26,625
Shares Purchased by Ingleside Company
Number of
Shares Price per Total
Date Purchased Share Cost
09/15/95 20,000 $5.188 $103,750
10/25/95 5,000 $5.125 $ 25,625
11/10/95 10,000 $5.125 $ 51,250
Shares Purchased by Edward J. Rosenthal
Number of
Shares Price per Total
Date Purchased Share Cost
09/20/95 10,000 $5.250 $ 52,250
Shares Purchased by Goodness Gardens Inc.
Number of
Shares Price per Total
Date Purchased Share Cost
09/13/95 5,000 $5.125 $ 25,625
15
<PAGE>
EXHIBIT 1
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(f) promulgated under the Securities Exchange
Act of 1934, the undersigned persons hereby agree to file with the Securities
and Exchange Commission the Statement on Schedule 13D (the "Statement") to which
this Agreement is attached as an exhibit, and agree that such Statement, as so
filed, is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
Dated: November 28, 1995
/s/ Robert M. Pergament
Robert M. Pergament
/s/ Gerald B. Cramer
Gerald B. Cramer
INGLESIDE COMPANY
By: /s/ Barry Gray
Barry Gray
/s/ Edward J. Rosenthal
Edward J. Rosenthal
GOODNESS GARDENS INC.
By: /s/ Edward J. Rosenthal
Edward J. Rosenthal
16
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