SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)(1)
ROYCE GLOBAL TRUST, INC.
(formerly 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)
STEVEN WOLOSKY, ESQUIRE
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
February 4, 1997
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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
/ /.
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 9 Pages)
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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*
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 OR ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 521,746
OWNED BY
EACH
REPORTING
PERSON WITH
------------------------------------------------------------------
8 SHARED VOTING POWER
-0-
------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
521,746
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
521,746
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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)
6.5%
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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 OR ORGANIZATION
NEW YORK
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 59,436(2)
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
59,436(2)
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
59,436(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)
0.7%
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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*
00
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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 OR ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 581,182(3)
OWNED BY
EACH
REPORTING
PERSON WITH
------------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
581,182(3)
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
581,182(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)
7.3%
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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 521,746 Shares owned by Steel Partners II, L.P. and 59,436
Shares managed by Steel Partners Services, Ltd., entities controlled by Warren
G. Lichtenstein.
<PAGE>
This constitutes Amendment No. 3 ("Amendment No. 3") to Schedule 13D
filed by the undersigned on September 28, 1995 (the "Schedule 13D"), as amended.
Except as specifically amended by this Amendment No. 3, the Schedule 13D, as
amended, remains in full force and effect. This Amendment No. 3 is being filed
by the Reporting Persons, to report, among other things, the sale of certain
Shares by the Reporting Persons and that Mr. Lawrence Butler is no longer a
member or officer of Steel Partners, L.L.C. ("Partners LLC"), the general
partner of Steel Partners II. Defined terms shall have the meaning specified in
the Schedule 13D, except as otherwise provided herein.
Item 2 is amended to read in its entirety as follows:
Item 2. Identity & 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") and Warren G. Lichtenstein.
Steel Partners, L.L.C., a Delaware limited liability company ("Partners
LLC") is the general partner of Steel Partners II. The sole executive officer
and managing member of Partners LLC is Warren Lichtenstein, Chairman of the
Board, Chief Executive Officer and Secretary.
The sole executive officer, director and stockholder of Services is
Warren Lichtenstein who is Chairman of the Board, Chief Executive Officer and
Secretary.
Each of the foregoing is referred to as a "Reporting Person" and
collectively as the "Reporting Persons". By virtue of his positions with Steel
Partners II and Services, Mr. Lichtenstein has the power to vote and dispose of
the Issuer's Shares owned by Steel Partners II and Services, respectively.
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 occupation of Mr. Lichtenstein
is investing in securities of microcap companies. The principal business of
Services is providing management and advisory services.
<PAGE>
Services acquired the 59,436 Shares reported herein for the account of
Quota Fund N.V., a Netherlands Antilles investment corporation ("Quota"). Quota
has its principal office at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands
Antilles. Quota granted investment discretion to Soros Fund Management ("SFM")
pursuant to an investment advisory contract. SFM's contract with Quota provides
that SFM is responsible for designing and implementing Quota's overall
investment strategy, for conducting direct portfolio management strategies to
the extent that SFM determines that it is appropriate to utilize its own
portfolio management capabilities; for selecting, evaluating and monitoring
other investment advisors who manage separate portfolios on behalf of Quota; and
for allocating and reallocating Quota's assets among the outside managers and
itself. In connection therewith, Quota granted investment discretion to Services
pursuant to an investment advisory contract between Quota and Services (the
"Services Contract"). The 59,436 Shares beneficially owned by Services were
acquired at the direction of Services, and neither SFM nor Quota currently
exercises voting or investment discretion over the Shares.
SFM is a sole proprietorship of which George Soros, a United States
citizen, is the sole proprietor. SFM has its principal office at 888 Seventh
Avenue, 33rd Floor, New York, New York 10106. Its sole business is to serve,
pursuant to contract, as the principal investment manager to several foreign
investment companies, including Quota.
During the past five years, none of Mr. Soros, SFM, Quota or any of the
managing directors of SFM or Quota have been (a) convicted in a criminal
proceeding, or (b) a party to any civil proceeding as a result of which they
have been 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.
Pursuant to regulations promulgated under Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Act"), and notwithstanding
that neither SFM nor Quota currently exercises voting or investment discretion
over the Shares, Mr. Soros (as the sole proprietor and the person ultimately in
control of SFM) may be deemed a beneficial owner of securities, including the
Shares, held for the account of Quota as a result of the contractual authority
of SFM, upon termination of the Services Contract, to acquire voting and
dispositive power with regard to the Shares. Quota, SFM
<PAGE>
and Mr. Soros have advised the Reporting Persons that they are not part of any
group for purposes of Section 13(d)(3) of the Act.
(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 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) Mr. Lichtenstein is a citizen of the United States of America.
Item 3 is amended to read in its entirety as follows:
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 521,746 Shares owned by Steel
Partners, II is $2,068,054. The Shares owned by Steel Partners II were acquired
with partnership funds.
The aggregate purchase price of the 59,436 Shares beneficially owned by
Services is $247,348. Such Shares were acquired with funds it manages for Quota.
Pursuant to the Services Contract, Services has been appointed to manage, on a
discretionary basis, certain of Quota's assets, which are maintained in a
brokerage account in Quota's name. The Services Contract may be terminated by
either party at any time. Therefore, pursuant to Rule 13d-3(d)(1)(C), Quota may
also be deemed the beneficial owner of the Shares reported to be beneficially
owned by Services.
Items 5(a), (b) and (d) are amended to read as follows:
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 7,998,419 shares outstanding, which is
the total number of Shares of Common Stock outstanding as reported by the Issuer
as being outstanding on October 25, 1996. As of February 7, 1997, Steel
Partners, II owned 521,746 Shares, constituting approximately 6.5% of the Shares
outstanding and Services beneficially owned 59,436 Shares,
<PAGE>
constituting approximately 0.7% of the Shares outstanding. Mr. Lichtenstein
beneficially owns 581,182 Shares by virtue of his authority to vote and dispose
of the 521,746 Shares owned by Steel Partners II and the 59,436 Shares
beneficially owned by Services.
(b) By virtue of his position with Steel Partners II and Services, Mr.
Lichtenstein has the sole power to vote and dispose of the Shares reported in
Schedule 13D.
As a consequence of SFM's ability to terminate the Services Contract
with respect to all investments, including but not limited to those involving
the Shares, and acquire the voting and dispositive power held by Services with
respect to the Shares, notwithstanding that neither SFM nor Quota currently
exercises voting or investment discretion over the Shares, Mr. Soros (in his
capacity as sole proprietor of SFM) may be deemed to be the beneficial owner of
the 59,436 Shares currently held for the account of Quota (representing
approximately 0.7% of the total number of Shares of Common Stock outstanding).
Quota, SFM and Mr. Soros have advised the Reporting Persons that they are not
part of any group for purposes of Section 13(d)(3) of the Act. All of such
Shares were acquired in open-market transactions.
(d) 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 to
the proceeds from, the sale of such Shares of Common Stock.
Item 5(c) is amended to add the following:
The following transactions in Shares have occurred within the past 60
days:
Shares of Common Date of
Stock Sold Price Per Share Sale
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STEEL PARTNERS II, L.P.
90,000 4.71875 2/4/97
50,000 4.5850 2/7/97
STEEL PARTNERS SERVICES, LTD.
10,000 4.71875 2/4/97
WARREN LICHTENSTEIN
None
<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: February 7, 1997 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.,
General Partner
By: /s/ Warren G. Lichtenstein,
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Warren G. Lichtenstein,
Chief Executive Officer
STEEL PARTNERS SERVICES, LTD.
/s/ Warren G. Lichtenstein,
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Warren G. Lichtenstein
