<PAGE>
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)
Jacqueline K. Levings
250 N. Rock Road
Suite 250
Wichita, KS 67206
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
December 21, 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: / /
-----
Page 1 of 6 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 594949 0 Page 2 of 6 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert L. Priddy
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
----
(b) / X /
----
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) (e) / /
----
6) CITIZENSHIP OR PLACE OR ORGANIZATION
United States
7) SOLE VOTING POWER
112,500
NUMBER OF 8) SHARED VOTING POWER
SHARES 4,000
BENEFICIALLY 9) SOLE DISPOSITIVE POWER
OWNED BY EACH 112,500
REPORTING
PERSON WITH 10) SHARED DISPOSITIVE POWER
4,000
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
116,500
12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDED CERTAIN SHARES / /
----
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14) TYPE OF REPORTING PERSON
IN
<PAGE>
Schedule 13D
Item 1. Security and Issuer
A. Name and Address of Issuer:
The MicroCap Fund, Inc.
733 Third Avenue, 11th Floor
New York, New York 10017
B. Title of Class of Securities:
Common Stock, $0.01 par value
Item 2. Identity and Background
A. Name of Person Filing:
Robert L. Priddy, an individual
B. State of Incorporation
Not Applicable
C. Address:
1800 Phoenix Blvd., Suite 126
Atlanta, GA 30349
D. Convicted in Criminal Proceeding (if so, give details)
Not Applicable
E. Subject to injunction enjoining future violations of the Securities
laws (if so, give details)
Not Applicable
3
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
Personal Funds in the amount of $834,391 were used to purchase
the shares represented by this filing.
Item 4. Purpose of Transaction
The Reporting Person acquired beneficial ownership of the shares
of Common Stock to which this statement relates for investment.
The Reporting Person believes that the Company should take action
to increase the annualized rate of return on its investments and
decrease the management's expense ratio. For example, the
management expense ratio for the month of August 1995 was 9% of
the closed-end funds investment assets, exclusive of cash on
deposit. The Reporting Person believes that the Company should
invest more of the cash on deposit which it currently controls in
order to increase the rate of return on the investments, thereby
decreasing the management expense ratio. In the event this
cannot be accomplished, the Reporting Person believes the fund
should be converted to an open-end fund so that the existing
shareholders have the opportunity to receive the full value of
their investment. The Reporting Person intends to communicate
directly with the Company's Board of Directors to discuss methods
in which the aforementioned can be accomplished.
The Reporting Person intends to communicate directly with other
significant investors of the Company regarding methods in which
shareholder value can be increased. These discussions may lead
to the Reporting Person taking additional actions in order to
accomplish this goal.
The Reporting Person 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 him. The
Reporting Person 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 Person has no
current plans or proposals which relate to or would result in any
of the events
4
<PAGE>
described in Items (a) through (j) of the instructions of Item 4
of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
A. Amount Beneficially Owned and Percent of Class:
116,500 Shares
5.6%
B. Number of shares to which such person has:
(i) sole power to vote or to direct the vote:
112,500 Shares
(ii) shared power to vote or to direct the vote:
4,000 Shares
(iii) sole power to dispose or to direct the disposition of:
112,500 Shares
(iv) shared power to dispose or to direct the disposition of:
4,000 Shares
C. Description of any transactions effected during past 60 days. The
following open market purchases were made:
12-14-95 12,500 shares at $5.50 per share
12-21-95 10,000 shares at $5.50 per share
01-02-96 9,000 shares at $5.50 per share
D. Power to Direct the Receipt of Dividends other than Reporting Person.
Not Applicable
5
<PAGE>
E. Date Reporting Person Ceased to be 5% Beneficial Owner.
Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer:
Not Applicable
Item 7. Material to be Filed as Exhibits:
Not Applicable
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:
January 16, 1996
-------------------------------------
(Date)
-------------------------------------
(Signature)
Robert L. Priddy
-------------------------------------
(Name)
6
