SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )1
ALL SEASONS GLOBAL FUND, INC.
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(Name of issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of class of securities)
01663K-101
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(CUSIP number)
WARREN LICHTENSTEIN
Steel Partners II, L.P.
750 Lexington Avenue
New York, New York 10022
(212) 446-5217
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(Name, address and telephone number of person
authorized to receive notices and communications)
September 18, 1995
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(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 /x/.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
Note. six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 13 Pages)
Exhibit Index appears on Page 12
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1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS II, L.P.
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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, PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) | |
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 560,700
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
560,700
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
560,700
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* | |
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS SERVICES, LTD.
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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*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) | |
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 45,036(2)
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
45,036(2)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
45,036(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* | |
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.5
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(2) Represents Shares in a securities portfolio owned by a foreign
investment company that is managed on a discretionary basis by Steel Partners
Services, Ltd.
<PAGE>
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WARREN LICHTENSTEIN
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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*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) | |
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 605,736(3)
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
605,736(3)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
605,736(3)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* | |
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(3) Includes 560,700 Shares owned by Steel Partners II, L.P. and 45,036
Shares managed by Steel Partners Services, Ltd., entities controlled by Warren
G. Lichtenstein and Lawrence Butler.
<PAGE>
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
LAWRENCE BUTLER
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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*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) | |
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 605,736(4)
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
607,536(4)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
605,736(4)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* | |
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(4) Includes 560,700 Shares owned by Steel Partners II, L.P. and 45,036
Shares managed by Steel Partners Services, Ltd., entities controlled by Warren
G. Lichtenstein and Lawrence Butler.
<PAGE>
The following constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D").
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares (the "Shares") of the common stock,
par value $.01 per share ("Common Stock"), of All Seasons Global Fund, Inc.
("Issuer"). The principal executive offices of the Issuer are located at 250
Park Avenue South, Suite 200, Winter Park, Florida 32789.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is filed by Steel Partners II, L.P., a Delaware
limited partnership ("Steel Partners II"), Steel Partners Services, Ltd., a New
York Corporation ("Services"), Warren G. Lichtenstein and Lawrence Butler. The
general partner of Steel Partners II is Steel Partners Associates, L.P.
("Associates"), a Delaware limited partnership. Steel Partners, Ltd., a New York
corporation ("SPL"), is the general partner of Associates. The sole executive
officers, directors and shareholders of SPL are Mr. Lichtenstein and Mr. Butler,
each of whom is a United States citizen. Messrs. Lichtenstein and Butler are the
sole executive officers, directors and shareholders of Services. Each of the
foregoing is referred to as a "Reporting Person" and collectively as the
"Reporting Persons". By virtue of their positions with Steel Partners II and
Services, each of Mr. Lichtenstein and Mr. Butler independently has the sole
power to vote and dispose of the Issuer's Shares owned by Steel Partners II and
Services. Accordingly, the Reporting Persons are hereby filing a joint Schedule
13D.
(b) The principal business address of each Reporting Person is 750
Lexington Avenue, 27th Floor, New York, New York 10022.
(c) The principal business of Steel Partners II is investing in the
securities of microcap companies. The principal business of Services is
providing management and advisory services. The principal occupation of Mr.
Lichtenstein and Mr. Butler is investing in securities of microcap companies. In
addition, Mr. Butler is the president of Alpha Technologies Group, Inc., a
NASDAQ company engaged in the electronics components business.
(d) No Reporting Person has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding
<PAGE>
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate purchase price of the 560,700 Shares of Common Stock
owned by Steel Partners II is $2,142,422. The Shares of Common Stock owned by
Steel Partners II were acquired with partnership funds.
The aggregate purchase price of the 45,036 Shares of Common Stock
beneficially owned by Services is $184,225. Such Shares were acquired with funds
it manages for a foreign investment company (the "Fund"). Pursuant to an
agreement (the "Management Agreement") with the Fund, Services has been
appointed to manage, on a discretionary basis, certain of the Fund's assets,
which are maintained in a brokerage account in the Fund's name. The Management
Agreement may be terminated by either party at any time. Therefore, pursuant to
Rule 13d-3(d)(1)(C), the Fund may also be deemed the beneficial owner of the
Shares reported to be beneficially owned by Services.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons purchased the Shares of the Issuer based on the
Reporting Persons' belief that the Shares at current market prices represent an
attractive investment opportunity, based primarily on the discount of the
purchase price to the Issuer's net asset value. The Reporting Persons believe
that over 50% of the Issuer's net assets consist of cash and government
securities. Depending upon overall market conditions, other investment
opportunities available to the Reporting Persons, and the availability of Shares
at prices that would make the purchase of additional Shares desirable, the
Reporting Persons may endeavor to increase their position in the Issuer through,
among other things, the purchase of Shares on the open market or in private
transactions, on such terms and at such times as the Reporting Persons may deem
advisable.
The Reporting Persons intend to enter into discussions with the Issuer
in order to explore various means to eliminate the discount to net asset value.
As part of these discussions, the Reporting Person may request that the Issuer
convert from a closed-end investment company into an open-end investment company
registered under the Investment Company Act of 1940 (the "1940 Act"). Such a
conversion would require, among other things, approval by the Issuer's
shareholders under Section 13 of the 1940 Act and Maryland corporate law,
various changes in the Issuer's certificate of incorporation, potential changes
in its investment policy to comply with regulatory requirements applicable to
open-end funds or other changes not yet determined by the Reporting Persons, and
the filing and effectiveness of a new registration statement for the Issuer's
<PAGE>
Shares under the Securities Act of 1933 and the 1940 Act.
If the incumbent Board of Directors of the Issuer refuses to initiate
and take appropriate actions required in order for the Issuer to eliminate the
discount to net asset value (which may include conversion to an open-end
investment company) on terms and on a timetable acceptable to the Reporting
Persons, the Reporting Persons may seek other alternatives, which may include,
without limitation, (i) submitting or supporting shareholder proposals to
convert the Issuer to an open-end investment company, (ii) calling a special
meeting of shareholders to replace the Board of Directors or the Issuer's
investment advisor or nominating a slate of nominees or introducing a resolution
seeking the discharge of the Issuer's current investment advisor at the Issuer's
next annual meeting, or (iii) seeking a liquidation of the Issuer's underlying
portfolio and a distribution of the proceeds to shareholders.
No Reporting Person has any present plan or proposal which would relate
to or result in any of the matters set forth in subparagraphs (a) - (j) of Item
4 of Schedule 13D except as set forth herein or such as would occur upon
completion of any of the actions discussed above. Each Reporting Person intends
to review its investment in the Issuer on a continuing basis and, depending on
various factors including, without limitation, the Issuer's financial position
and investment strategy, the price levels of the Common Stock, conditions in the
securities markets and general economic and industry conditions, may in the
future take such actions with respect to its investment in the Issuer as it
deems appropriate including, without limitation, purchasing additional Shares of
Common Stock or selling some or all of its Shares or to change its intention
with respect to any and all matters referred to in Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate percentage of Shares of Common Stock reported owned
by each person named herein is based upon 8,492,557 Shares outstanding, which is
the total number of Shares of Common Stock outstanding as reported in the
Company's Semi-annual Report for the six-months ended June 30, 1995.
As of the close of business on September 27, 1995:
Steel Partners II beneficially owns 560,700 Shares of Common Stock,
constituting approximately 6.6% of the Shares outstanding and Services
beneficially owns 45,036 Shares, constituting approximately .5% of the Shares
outstanding. Collectively, the Reporting Persons own 605,736 Shares,
constituting approximately 7.1% of the Shares outstanding. Mr. Lichtenstein and
Mr. Butler may each be deemed to beneficially own all shares owned by Steel
Partners II and Services by virtue of their authority to vote and dispose of
such Shares. All of such Shares were acquired in open-market transactions.
<PAGE>
(b) By virtue of their positions with Steel Partners II and Services
each of Messrs. Lichtenstein and Butler independently has the sole power to vote
and dispose of the Shares reported in this Schedule 13D.
(c) Schedule A annexed hereto lists all transactions in the Issuer's
Common Stock in the last sixty days by the Reporting Persons.
(d) Other than the Fund, no person other than the Reporting Persons is
known to have the right to receive, or the power to direct the receipt of
dividends from, or proceeds from the sale of, such Shares of the Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Other than as described herein, there are no contracts, arrangements or
understandings among the Reporting Persons, or between the Reporting Persons and
any other Person, with respect to the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: September 27, 1995 STEEL PARTNERS II, L.P.
By: Steel Partners Associates, L.P.
General Partner
By: Steel Partners, Ltd.
General Partner
By:/s/ Warren G. Lichtenstein
---------------------------
Warren G. Lichtenstein,
Chief Executive Officer
STEEL PARTNERS SERVICES, LTD.
By:/s/ Warren G. Lichtenstein
---------------------------
Warren G. Lichtenstein,
Chief Executive Officer
/s/ Warren G. Lichtenstein
------------------------------
WARREN G. LICHTENSTEIN
/s/ Lawrence Butler
------------------------------
LAWRENCE BUTLER
<PAGE>
SCHEDULE A
Transactions in the Shares Within the Past 60 Days
Shares of Common Price Per Date of
Stock Purchased Share Purchase
- --------------- ----- --------
STEEL PARTNERS II, L.P.
3,500 $3.9775 09/18/95
1,000 4.1000 09/20/95
1,500 4.0400 09/20/95
2,000 4.1025 09/21/95
11,200 4.0900 09/21/95
96,500 4.1450 09/27/95
12,500 4.0625 09/27/95
2,500 4.0400 09/27/95
STEEL PARTNERS SERVICES, LTD.
5,000 4.1025 09/22/95
10,500 4.0400 09/22/95
1,900 4.0400 09/26/95
12,136 4.1100 09/26/95
12,000 4.1025 09/27/95
3,500 4.1450 09/27/95
WARREN LICHTENSTEIN
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None.
LAWRENCE BUTLER
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None.
<PAGE>
EXHIBIT INDEX
Exhibit Page
1. Joint Filing Agreement 13
<PAGE>
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1)(iii) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of a Statement on Schedule 13D dated July 11, 1995
(including amendments thereto) with respect to the Common Stock of All Seasons
Global Fund, Inc. This Joint Filing Agreement shall be filed as an Exhibit to
such Statement.
Dated: September 27, 1995 STEEL PARTNERS II, L.P.
By: Steel Partners Associates, L.P. General Partner
By: Steel Partners, Ltd. General Partner
By:/s/ Warren G. Lichtenstein
--------------------------
Warren G. Lichtenstein,
Chief Executive Officer
STEEL PARTNERS SERVICES, LTD.
By:/s/ Warren G. Lichtenstein
--------------------------
Warren G. Lichtenstein,
Chief Executive Officer
/s/ Warren G. Lichtenstein
--------------------------
WARREN G. LICHTENSTEIN
/s/ Lawrence Butler
-------------------
LAWRENCE BUTLER
