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Previous: ASECO CORP, S-8, 1996-12-19 |
Next: INSURED MUNICIPALS INC TR & INV QUAL TAX EX TR MULTI SER 284, 487, 1996-12-19 |
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
The MicroCap Fund, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
594949 0
-----------
(CUSIP Number)
Eric A. Stern, Esq.
Latham & Watkins
1001 Pennsylvania Avenue, N.W.
Suite 1300
Washington, D.C. 20004
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
November 15, 1996
-----------------
(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
<PAGE>
SCHEDULE 13D
CUSIP No. 594949 0
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Geller & Friend Capital Partners, 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
California
NUMBER OF 7) SOLE VOTING POWER
SHARES Not Applicable
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY EACH Not Applicable
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON WITH Not Applicable
10) SHARED DISPOSITIVE POWER
Not Applicable
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Not Applicable
12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDED CERTAIN SHARES / /
---
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not Applicable
14) TYPE OF REPORTING PERSON
CO
2
<PAGE>
SCHEDULE 13D
CUSIP No. 594949 0
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marshall Geller
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
United States
NUMBER OF 7) SOLE VOTING POWER
SHARES Not Applicable
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY EACH Not Applicable
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON WITH Not Applicable
10) SHARED DISPOSITIVE POWER
Not Applicable
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Not Applicable
12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDED CERTAIN SHARES / /
---
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not Applicable
14) TYPE OF REPORTING PERSON
IN
3
<PAGE>
SCHEDULE 13D
CUSIP No. 594949 0
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
NUMBER OF 7) SOLE VOTING POWER
SHARES Not Applicable
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY EACH 23,000 (See Item 5)
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON WITH Not Applicable
10) SHARED DISPOSITIVE POWER
23,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,000 (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)
1.0% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
4
<PAGE>
SCHEDULE 13D
CUSIP No. 594949 0
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
NUMBER OF 7) SOLE VOTING POWER
SHARES Not Applicable
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY EACH 66,000 (See Item 5)
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON WITH Not Applicable
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
5
<PAGE>
SCHEDULE 13D
CUSIP No. 594949 0
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
NUMBER OF 7) SOLE VOTING POWER
SHARES Not Applicable
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY EACH 40,000 (See Item 5)
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON WITH Not Applicable
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
6
<PAGE>
SCHEDULE 13D
CUSIP No. 594949 0
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
NUMBER OF 7) SOLE VOTING POWER
SHARES Not Applicable
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY EACH 12,000 (See Item 5)
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON WITH Not Applicable
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
7
<PAGE>
SCHEDULE 13D
CUSIP No. 594949 0
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
NUMBER OF 7) SOLE VOTING POWER
SHARES Not Applicable
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY EACH 5,000 (See Item 5)
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON WITH Not Applicable
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
8
<PAGE>
SCHEDULE 13D
CUSIP No. 594949 0
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
NUMBER OF 7) SOLE VOTING POWER
SHARES Not Applicable
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY EACH 146,000 (See Item 5)
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON WITH Not Applicable
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
9
<PAGE>
SCHEDULE 13D
CUSIP No. 594949 0
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) / 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
NUMBER OF 7) SOLE VOTING POWER
SHARES 128,600
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY EACH 4,000
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON WITH 128,600
10) SHARED DISPOSITIVE POWER
4,000
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,100 (INCLUDING 17,500 COMMON STOCK ISSUABLE UPON
CONVERSION OF PREFERRED STOCK)
12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDED CERTAIN SHARES / /
---
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
14) TYPE OF REPORTING PERSON
IN
10
<PAGE>
SCHEDULE 13D
CUSIP No. 594949 0
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael S. Falk
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
NUMBER OF 7) SOLE VOTING POWER
SHARES 23,500
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY EACH 10,000
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON WITH 23,500
10) SHARED DISPOSITIVE POWER
10,000
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,625 (including 7,125 Common Stock issuable upon conversion of
preferred stock)
12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDED CERTAIN SHARES / /
---
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
14) TYPE OF REPORTING PERSON
IN
11
<PAGE>
SCHEDULE 13D
CUSIP No. 594949 0
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commonwealth Associates
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
NUMBER OF 7) SOLE VOTING POWER
SHARES 10,000
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY EACH Not Applicable
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON WITH 10,000
10) SHARED DISPOSITIVE POWER
Not Applicable
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,000 (including 3,000 Common Stock issuable upon
conversion of preferred stock)
12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDED CERTAIN SHARES / /
---
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.57%
14) TYPE OF REPORTING PERSON
BD
12
<PAGE>
Schedule 13D
Pursuant to Rule 13d-2 and on behalf of Geller & Friend Capital
Partners, Inc., Marshall Geller, Robert M. Pergament, Gerald B. Cramer,
Ingleside Company, Robert L. Priddy, Edward J. Rosenthal, Goodness Gardens Inc.,
Cramer Rosenthal McGlynn, Inc., Michael S. Falk and Commonwealth Associates (the
"Reporting Persons"), we hereby file with the Securities and Exchange Commission
via EDGAR Amendment No. 4 to Schedule 13D filed by the Reporting Persons which
amends the Schedule 13D filed April 9, 1996 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
No Change
Item 4. Purpose of Transaction
See Item 6.
Item 5. Interest in Securities of the Issuer.
No Change
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Persons have disbanded and no longer act in concert.
Item 7. Material to be Filed as Exhibits:
Agreement of joint filing pursuant to Rule 13d(1)-f promulgated under
the Securities Exchange Act of 1934, as amended.
13
<PAGE>
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: December 19, 1996
/s/ Marshall Geller
Marshall Geller
GELLER & FRIEND CAPITAL PARTNERS
By: /s/ Marshall Geller
Marshall Geller
/s/ Robert M. Pergament
Robert M. Pergament
/s/ Gerald B. Cramer
Gerald B. Cramer
CRAMER ROSENTHAL MCGLYNN, INC.
By: /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
/s/ Robert L. Priddy
Robert L. Priddy
/s/ Michael S. Falk
Michael S. Falk
COMMONWEALTH ASSOCIATES
By: /s/ Michael S. Falk
Michael S. Falk
14
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
<S> <C> <C>
Agreement of joint filing 15
I pursuant to Rule 13d(1)-f
promulgated under the
Securities Exchange Act of
1934, as amended
</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. 4 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: December 19, 1996
/s/ Marshall Geller
Marshall Geller
GELLER & FRIEND CAPITAL PARTNERS
By: /s/ Marshall Geller
Marshall Geller
/s/ Robert M. Pergament
Robert M. Pergament
/s/ Gerald B. Cramer
Gerald B. Cramer
CRAMER ROSENTHAL MCGLYNN, INC.
By: /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
/s/ Robert L. Priddy
Robert L. Priddy
/s/ Michael S. Falk
Michael S. Falk
COMMONWEALTH ASSOCIATES
By: /s/ Michael S. Falk
Michael S. Falk
16
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