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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
The MicroCap Fund, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
594949 0
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(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)
Copies to:
Eric A. Stern, Esq.
Latham & Watkins
1001 Pennsylvania Avenue, N.W.
Suite 1300
Washington, D.C. 20004
March 29, 1996
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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: /___/
Page 1 of 5 Pages
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SCHEDULE 13D
CUSIP No. 594949 0 Page 2 of 5 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) / X /
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(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) (e) /____/
6) CITIZENSHIP OR PLACE OR ORGANIZATION
United States
7) SOLE VOTING POWER
128,600
NUMBER OF 8) SHARED VOTING POWER
SHARES 4,000
BENEFICIALLY 9) SOLE DISPOSITIVE POWER
OWNED BY EACH 128,600
REPORTING
PERSON WITH 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
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Schedule 13D
Pursuant to Rule 13d-2 and on behalf of Robert L. Priddy (the
"Reporting Person"), we hereby file with the Securities and Exchange
Commission via EDGAR Amendment No. 1 to Schedule 13D filed by the Reporting
Person which amends the Schedule 13D filed January 17, 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
The Reporting Person plans to nominate individuals for Board of
Directors. The Reporting Person believes such nominees would
support actions to increase shareholder value and reduce the
discount between the market price of the Common Stock and its net
asset value per share, including such material actions as a
change in the dividend policy of the Company, converting the fund
to an open-end fund, liquidation of a material amount of the
Company's assets, and a merger, reorganization or liquidation of
the Company.
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 and previously disclosed in
the prior Schedule 13D filed by the Reporting Person, the
Reporting Person has no current plans or proposals which relate
to or would result in any of the events
described in Items (a) through (j) of the instructions of Item 4
of Schedule 13D.
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Item 5. Interest in Securities of the Issuer.
A. Amount Beneficially Owned and Percent of Class:
150,100 (including 17,500 common stock issuable upon
conversion of preferred stock)
7.0%
B. Number of shares to which such person has:
(i) sole power to vote or to direct the vote:
128,600
(ii) shared power to vote or to direct the vote:
No Change
(iii) sole power to dispose or to direct the
disposition of:
128,600
(iv) shared power to dispose or to direct the disposition of:
No change
C. Description of any transactions effected during past 60 days. The
following open market purchases were made:
2-03-96 2,500 shares at $5.06 per share
2-22-96 2,500 shares at $5.00 per share
2-26-96 7,500 shares at $5.00 per share
3-8-96 3,600 shares at $5.00 per share
D. Power to Direct the Receipt of Dividends other than Reporting Person.
Not Applicable
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:
Reporting Person and Cramer Rosenthal McGlynn, Inc. ("CRM") have
entered into an oral agreement with Geller & Friend Capital Partners,
Inc. ("GFCP") to the effect that GFCP will assist the Reporting Person
and CRM in connection with accomplishing the purposes set forth in
Item 4. As consideration for this agreement, the Reporting Person and
CRM have agreed to pay GFCP a
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percentage of the profits realized as a result of such efforts as
follows: 10% of such profits up to $7.00 per share, and above $7.00
per share, 20% of such profits (assuming for the purpose of these
calculations, that the value per share on the date of such agreement
was $5.00). In addition, the Reporting Person and CRM have agreed to
share out-of-pocket expenses incurred in connection with the
activities contemplated by the agreement.
No written agreement exists with respect to the above described
agreement between and among the Reporting Person, CRM and GFCP.
However, it is contemplated that such written agreement, if developed,
would be filed promptly as an exhibit.
GFCP and CRM may be deemed to comprise a "group" with respect to the
securities of the issuer. A Schedule 13D relating to the Reporting
Persons composed of Priddy, GFCP, CRM, Pergament, Cramer, the
Ingleside Company, Rosenthal and Goodness Gardens Inc. will be filed
pursuant to Rule 13d-1.
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:
April 2, 1996
______________________________
(Date)
______________________________
(Signature)
Robert L. Priddy
______________________________
(Name)
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