<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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 100222
(212) 715-9100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
Copies to:
Eric A. Stern, Esq.
Latham & Watkins
1001 Pennsylvania Avenue, N.W.
Suite 1300
Washington, D.C. 20004
March 29, 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: /___/
Check the following box if a fee is being paid with the statement: /___/
Page 1 of 16 Pages
Exhibit Index is on Page 13
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SCHEDULE 13D
CUSIP No. 594949 0 Page 2 of 17 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) / X /
----
(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) /____/
6) CITIZENSHIP OR PLACE OR ORGANIZATION
UNITED STATES
7) SOLE VOTING POWER
Not Applicable
NUMBER OF 8) SHARED VOTING POWER
SHARES 23,000 (See Item 5)
BENEFICIALLY
OWNED BY EACH 9) SOLE DISPOSITIVE POWER
REPORTING Not Applicable
PERSON WITH
10) SHARED DISPOSITIVE POWER
23,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
[23,000]
12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDED CERTAIN SHARES /____/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
2
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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) / X /
----
(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) /____/
6) CITIZENSHIP OR PLACE OR ORGANIZATION
UNITED STATES
7) SOLE VOTING POWER
Not Applicable
NUMBER OF 8) SHARED VOTING POWER
SHARES 66,000 (See Item 5)
BENEFICIALLY
OWNED BY EACH 9) SOLE DISPOSITIVE POWER
REPORTING Not Applicable
PERSON WITH
10) SHARED DISPOSITIVE POWER
66,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,000 (See Item 5)
12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDED CERTAIN SHARES /____/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
3
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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) / X /
----
(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) /____/
6) CITIZENSHIP OR PLACE OR ORGANIZATION
NEW YORK
7) SOLE VOTING POWER
Not Applicable
NUMBER OF 8) SHARED VOTING POWER
SHARES 40,000 (See Item 5)
BENEFICIALLY
OWNED BY EACH 9) SOLE DISPOSITIVE POWER
REPORTING Not Applicable
PERSON WITH
10) SHARED DISPOSITIVE POWER
40,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000 (See Item 5)
12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDED CERTAIN SHARES /____/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
4
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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) / X /
----
(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) /____/
6) CITIZENSHIP OR PLACE OR ORGANIZATION
UNITED STATES
7) SOLE VOTING POWER
Not Applicable
NUMBER OF 8) SHARED VOTING POWER
SHARES 12,000 (See Item 5)
BENEFICIALLY
OWNED BY EACH 9) SOLE DISPOSITIVE POWER
REPORTING Not Applicable
PERSON WITH
10) SHARED DISPOSITIVE POWER
12,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,000 (See Item 5)
12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDED CERTAIN SHARES /____/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.56% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
5
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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) / X /
----
(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) /____/
6) CITIZENSHIP OR PLACE OR ORGANIZATION
NEW YORK
7) SOLE VOTING POWER
Not Applicable
NUMBER OF 8) SHARED VOTING POWER
SHARES 5,000 (See Item 5)
BENEFICIALLY
OWNED BY EACH 9) SOLE DISPOSITIVE POWER
REPORTING Not Applicable
PERSON WITH
10) SHARED DISPOSITIVE POWER
5,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000 (See Item 5)
12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDED CERTAIN SHARES /____/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.23% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
6
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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) / X /
----
(b)
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 OR ORGANIZATION
NEW YORK
7) SOLE VOTING POWER
Not Applicable
NUMBER OF 8) SHARED VOTING POWER
SHARES 146,000 (See Item 5)
BENEFICIALLY
OWNED BY EACH 9) SOLE DISPOSITIVE POWER
REPORTING Not Applicable
PERSON WITH
10) SHARED DISPOSITIVE POWER
146,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
146,000 (See Item 5)
12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDED CERTAIN SHARES /____/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9% (See Item 5)
14) TYPE OF REPORTING PERSON
IA
7
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Schedule 13D
Pursuant to Rule 13d-2 and on behalf of Robert M. Pergament, Gerald B.
Cramer, the Ingleside Company, Edward J. Rosenthal, Goodness Gardens Inc.
and Cramer Rosenthal McGlynn, Inc. (the "Reporting Persons"), we hereby
file with the Securities and Exchange Commission via EDGAR Amendment No. 1
to Schedule 13D filed by the Reporting Persons which amends the Schedule
13D filed December 4, 1995 relating to the Common Stock of MicroCap Fund,
Inc.
Item 1. Security and Issuer
No change
Item 2. Identity and Background
No change
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 $14,250
Cramer $52,250
Ingleside $23,750
Rosenthal $ 9,500
Goodness Gardens $ N/A
Item 4. Purpose of Transaction
The Reporting Persons plan to nominate individuals for Board of
Directors. The Reporting Persons believe such nominees would
support actions to increase shareholder value and reduce the
discount between the market price of the Common Stock and its net
asset value per share, including such material actions as a
change in the dividend policy of the Company, converting the fund
to an open-end fund, 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
8
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of the shares of Common Stock or other securities of the Company
beneficially owned by him. 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 and previously disclosed as
the prior Schedule 13D filed by the Reporting Persons, 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 of Item 4
of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially own an aggregate of 146,000
shares of Common Stock, representing approximately 6.9% of the
outstanding shares of Common Stock. Pergament beneficially owns
23,000 shares of Common Stock, representing approximately 1.0% of
the outstanding shares. Cramer beneficially owns 66,000 shares of
Common Stock, representing approximately 3.1% of the outstanding
shares. Ingleside beneficially owns 40,000 shares of Common Stock,
representing approximately 1.9% of the outstanding shares. Goodness
Gardens beneficially owns 5,000 shares of Common Stock, representing
approximately 0.23% of the outstanding shares. Rosenthal
beneficially owns 12,000 shares of Common Stock, representing
approximately 0.56% 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 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
- -----------------------
/[1.]/ Percentages are based upon 2,108,096 shares of Common Stock reported
outstanding as of November 30, 1995 in the Company's Quarterly Report
on Form 10-Q for the quarter ended November 30, 1995.
9
<PAGE>
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.
The Reporting Persons and Priddy have entered into an oral agreement
with Geller & Friend Capital Partners, Inc. ("GFCP") that GFCP will
assist the Reporting Persons and Priddy in connection with
accomplishing the purposes set forth in Item 4. As consideration for
this agreement to assist, the Reporting Persons and Priddy have agreed
to pay GFCP a percentage of the profits realized as a result of such
efforts as follows: 10% of such profits up to $7.00 per share, and
above $7.00 per share, 20% of such profits (assuming for the purpose
of these calculations that the value per share on the date of such
agreement was $5.00). In addition, the Reporting Persons and Priddy
have agreed to share out of pocket expenses incurred in connection
with the agreement.
No written agreement exists with respect to the above-described
agreement between and among the Reporting Persons, Priddy and GFCP.
However, it is contemplated that such written agreement, if developed,
would be filed as an exhibit promptly.
GFCP and Robert L. Priddy may be deemed to comprise a "group" with
respect to the securities of the issuer. A Schedule 13D relating to
the Reporting Persons composed of Pergament, Cramer, the Ingleside
Company, Rosenthal, Goodness Gardens Inc., CRM, GFCP and Priddy will
be filed pursuant to Rule 13d-1.
10
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Item 7. Material to be Filed as Exhibits:
SIGNATURES
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:
Dated: April 2, 1996
/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
11
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
Agreement of joint filing 16
1 pursuant to Rule 13d(1)-f
promulgated under the
Securities Exchange Act of
1934, as amended
12
<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.
<TABLE>
<CAPTION>
Name and Positions Present Principal
Held Occupation and Employment
- -------------------------------------- --------------------------------------
<S> <C>
Chairman and a Director
Gerald B. Cramer
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
</TABLE>
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.
<TABLE>
<CAPTION>
Name and Positions Present Principal
Held Occupation or Employment
- -------------------------------------- --------------------------------------
<S> <C>
Chairman and a Director
Edward J. Rosenthal
Brian Murphy President and a Director
Loretta Citoli-Murphy Executive Vice President and a
Director
Laura Himmelstein Treasurer
</TABLE>
13
<PAGE>
SCHEDULE II
TRANSACTIONS IN COMMON
STOCK OF
THE MICROCAP FUND, INC.
BY EACH REPORTING PERSON
Shares Purchased by Robert M. Pergament
<TABLE>
<CAPTION>
Number of
Shares Price Per Total
Date Purchased Share Cost
- ------------------------------------------- ---------------- --------- --------
<S> <C> <C> <C>
11/07/95 10,000 $5.270 $ 52,700
11/10/95 10,000 $5.125 $ 51,250
02/02/96 3,000 $4.750 $ 14,250
Shares Purchased by Gerald B. Cramer
<CAPTION>
Number of
Shares Price Per Total
Date Purchased Share Cost
- ------------------------------------------- ---------------- --------- --------
<S> <C> <C> <C>
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 $ 25,625
11/10/95 5,000 $5.125 $ 25,625
02/07/96 11,000 $4.750 $ 52,250
Shares Purchased by Ingleside Company
<CAPTION>
Number of
Shares Price Per Total
Date Purchased Share Cost
- ------------------------------------------- ---------------- --------- --------
<S> <C> <C> <C>
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
02/02/96 5,000 $4.750 $ 23,750
Shares Purchased by Edward J. Rosenthal
<CAPTION>
Number of
Shares Price Per Total
Date Purchased Share Cost
- ------------------------------------------- ---------------- --------- --------
<S> <C> <C> <C>
09/20/95 10,000 $5.250 $ 52,250
02/07/96 2,000 $4.750 $ 9,500
</TABLE>
14
<PAGE>
Shares Purchased by Goodness Gardens Inc.
<TABLE>
<CAPTION>
Number of
Shares Price Per Total
Date Purchased Share Cost
- ------------------------------------------- ---------------- --------- --------
<S> <C> <C> <C>
09/13/95 5,000 $5.125 $ 25,625
</TABLE>
15
<PAGE>
EXHIBIT I
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 Amendment No. 1 to the Statement on Schedule 13D (the
"Amendment") to which this Agreement is attached as an exhibit, and agree that
such Amendment, as so filed, is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
Dated: April 2, 1996
/s/ Robert M. Pergament
Robert M. Pergament
/s/ Gerald B. Cramer
Gerald B. Cramer
INGLESIDE COMPANY
Barry Gray By: /s/ Barry Gray
/s/ Edward J. Rosenthal
Edward J. Rosenthal
GOODNESS GARDENS INC.
Edward Rosenthal By: /s/ Edward J. Rosenthal
16
