SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Tuxis Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
901 14 4 105
(CUSIP Number)
INVESTOR SERVICE CENTER, INC.
11 Hanover Square, 12th Floor
New York, NY 10005
Attn: Monica Pelaez, Esq.
212-363-1100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 30, 2000
(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) / /
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3 SEC Use Only
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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 47,205.486 Shares
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8 Shared Voting Power 0
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9 Sole Dispositive Power 47,205.486 Shares
--------------------------------------------------------------------------------
10 Shared Dispositive Power 0
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 47,205.486
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) 5.66%
--------------------------------------------------------------------------------
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
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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 4,232.679 Shares
--------------------------------------------------------------------------------
8 Shared Voting Power 0
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9 Sole Dispositive Power 4,232.679 Shares
--------------------------------------------------------------------------------
10 Shared Dispositive Power 0
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,232.679 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) 0.51%
--------------------------------------------------------------------------------
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 Tuxis
Corporation (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
-------------------------------------- ----------------------------------------
Minja Fleer Vice President
Leona Leung Treasurer
Monica Pelaez 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 October 6, 2000, the Reporting Persons believe there are 834,448.860
shares of Common Stock outstanding. ISC is the beneficial owner of 47,205.486
shares of Common Stock, which constitutes approximately 5.66% of the outstanding
shares of Common Stock. Bassett S. Winmill is the beneficial owner of 4,232.679
shares of Common Stock, which constitute approximately 0.51% 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 9/29/00 Div. Rein. 518 11.61 Dividend Reinvestment
Bassett S. Winmill 9/29/00 Div. Rein. 4,232.679 11.61 Dividend Reinvestment
</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") . 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. 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 0.60% of the
$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 December 31, 1999, the investment management fees payable by
the Issuer to CEF were $70,569, representing 0.60% of its average daily net
assets.
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.
Thomas B. Winmill is a director and officer of WCI, ISC, CEF, and the Issuer.
Each of Minja Fleer and Monica Pelaez are officers of WCI, ISC, CEF, and the
Issuer. Robert D. Anderson is a director of the Issuer, ISC, and WCI; he is an
officer of ISC and WCI. The Issuer has an audit committee comprised of directors
Russell E. Burke, III, David Stack, and Robert D. Anderson, 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.
The issuer has the name Tuxis pursuant to a royalty free non-exclusive
license from WCI. The license may be withdrawn by WCI at any time in its sole
discretion. <PAGE>
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: October 9, 2000
INVESTOR SERVICE CENTER, INC.
By: /s/ Monica Pelaez
Name: Monica Pelaez
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: October 9, 2000
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 are Thomas B. Winmill and Robert D. Anderson. The
directors of WCI are Robert D. Anderson, Charles A. Carroll, 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, Russell E. Burke,
III, and David Stack.
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
--------------------------------------------------------------------------------
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. 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
--------------------------------------------------------------------------------
ROBERT D. ANDERSON -- He is Director of the Issuer, as well 1999 2000
as certain 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 was born on December 7,
1929.
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:
MINJA FLEER, CPA - Chief Financial Officer and Vice President of the
Issuer. She also is Chief Financial Officer and Vice President of the other
investment companies in the Investment Company Complex, and CEF, ISC, and WCI.
She is a member of the American Institute of Certified Public Accountants. She
was born December 15, 1957.
LEONA LEUNG - Treasurer and Chief Accounting Officer. She also is Treasurer
and Chief Accounting Officer of the other investment companies in the Investment
Company Complex, and Assistant Treasurer of the Investment Manager and its
affiliates. Prior to 1996, she was a staff accountant at Mendelsohn Kary Bell &
Natoli, P.C. She was born on August 24, 1971.
MONICA PELAEZ - Vice President, Secretary, and Chief Compliance Officer.
She is Vice President, Secretary, and Chief Compliance Officer of the investment
companies managed by Company subsidiaries. She earned her Juris Doctor from St.
John's University School of Law. She is a member of the New York State Bar. She
was born November 5, 1971.
The following table presents certain information regarding the beneficial
ownership of the Issuer's shares as of October 4, 2000 by each foregoing officer
and/or director of the Issuer.
Name of Officer or Director Number of Shares
-----------------------------------------------------
Robert D. Anderson 200.000
Minja Fleer 0.000
Leona Leung 0.000
Monica Pelaez 0.000
Bassett S. Winmill 4,232.679
Thomas B. Winmill 23.371
