<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)
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)
March 29, 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: / /
---
Check the following box if a fee is being paid with the statement: / /
---
Page 1 of 25 Pages
--
Exhibit Index is on Page 20
--
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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 Not Applicable
EACH 9) SOLE DISPOSITIVE POWER
REPORTING Not Applicable
PERSON 10) SHARED DISPOSITIVE POWER
WITH 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 Not Applicable
EACH 9) SOLE DISPOSITIVE POWER
REPORTING Not Applicable
PERSON 10) SHARED DISPOSITIVE POWER
WITH 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
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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 23,000 (See Item 5)
EACH 9) SOLE DISPOSITIVE POWER
REPORTING Not Applicable
PERSON 10) SHARED DISPOSITIVE POWER
WITH 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
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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 66,000 (See Item 5)
EACH 9) SOLE DISPOSITIVE POWER
REPORTING Not Applicable
PERSON 10) SHARED DISPOSITIVE POWER
WITH 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 40,000 (See Item 5)
EACH 9) SOLE DISPOSITIVE POWER
REPORTING Not Applicable
PERSON 10) SHARED DISPOSITIVE POWER
WITH 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
7) SOLE VOTING POWER
Not Applicable
8) SHARED VOTING POWER
12,000 (See Item 5)
9) SOLE DISPOSITIVE POWER
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
7) SOLE VOTING POWER
Not Applicable
8) SHARED VOTING POWER
5,000 (See Item 5)
9) SOLE DISPOSITIVE POWER
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 146,000 (See Item 5)
EACH 9) SOLE DISPOSITIVE POWER
REPORTING Not Applicable
PERSON 10) SHARED DISPOSITIVE POWER
WITH 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
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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 4,000
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 128,600
PERSON 10) SHARED DISPOSITIVE POWER
WITH 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
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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 10,000
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 23,500
PERSON 10) SHARED DISPOSITIVE POWER
WITH 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 Not Applicable
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 10,000
PERSON 10) SHARED DISPOSITIVE POWER
WITH 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
Item 1. Security and Issuer
This Statement on Schedule 13D (the "Statement") relates to the common
stock, $0.01 par value (the "Common Stock"), of the MicroCap Fund,
Inc., a Maryland corporation (the "Company"). The principal executive
offices of the Company are located at 733 Third Avenue, 11th Floor,
New York, New York 10017.
Item 2. Identity and Background
(a) - (c) This Statement is being filed by Geller & Friend Capital
Partners, Inc. ("GFCP"), Marshall Geller ("Geller"), Robert M.
Pergament ("Pergament"), Gerald B. Cramer ("Cramer"), Ingleside
Company ("Ingleside"), Robert L. Priddy ("Priddy"), Edward J.
Rosenthal ("Rosenthal"), Goodness Gardens Inc. ("Goodness Gardens"),
Cramer Rosenthal McGlynn, Inc. ("CRM"), Michael S. Falk ("Falk")
and Commonwealth Associates ("CWA"), each of which is a "Reporting
Person" and all of which are the "Reporting Persons."
Geller & Friend Capital Partners, Inc. is a corporation whose business
address is 1875 Century Park East, Suite 1770, Los Angeles, CA 90067
and which is principally engaged in the business of merchant banking.
Marshall Geller is the Chairman, Chief Executive Officer, and
Secretary of GFCP, and Larry Friend is the Treasurer and Chief
Financial Officer of GFCP.
Marshall Geller is an individual whose business address is 1875
Century Park East, Suite 1770, Los Angeles, CA 90067 and who is
engaged in business as Chairman of GFCP.
Pergament is an individual whose business address is 707 Westchester
Avenue, White Plains, New York 10604 and who is a professional
investor.
Cramer is an individual whose business address is 707 Westchester
Avenue, White Plains, New York 10604 and who is principally engaged in
the investment advisory business as Chairman of CRM.
CRM is a corporation whose business address is: 707 Westchester
Avenue, White Plains, New York 10604 and which is principally engaged
in the business of investment. A majority of the common stock of CRM
is owned by Gerald B. Cramer.
Rosenthal is an individual whose business address is 707 Westchester
Avenue, White Plains, New York 10604
13
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and who is principally engaged in the investment advisory business as
Vice Chairman of CRM.
Goodness Gardens is a corporation whose business address is 707
Westchester Avenue, White Plains, New York 10604 and which is
principally engaged in the business of growing and selling hydroponic
herbs. The executive officers and directors of Goodness Gardens are
listed on Schedule I. A majority of the common stock of Goodness
Gardens is owned by WOW Associates, a Connecticut limited partnership
of which Rosenthal is the managing general partner and members of
Rosenthal's family are the other partners.
Priddy is an individual whose business address is 1800 Phoenix Blvd.,
Suite 126, Atlanta GA 30349 who is principally engaged in the
commercial airline industry as an executive of ValuJet Airlines, Inc.
Ingleside is a partnership whose business address is 707 Westchester
Avenue, White Plains, New York 10604 and which is principally engaged
in the business of investment. The partners of Ingleside are Barry W.
Gray and Thomas C. Israel, each of whom is a professional investor
whose business address is 707 Westchester Avenue, White Plains, New
York 10604.
Michael S. Falk is an individual whose business address is 733 Third
Avenue, 24th Floor, New York, New York 10017 and who is principally
engaged in business as Chairman and Chief Executive Officer of
Commonwealth Associates.
Commonwealth Associates is a limited partnership whose business
address is 733 Third Avenue, 24th Floor, New York, New York 10017 and
which is principally engaged in the business of investment banking.
The executive officers and directors of Commonwealth Associates are
listed on Schedule I. The General Partner of CWA is Commonwealth
Associates Management, Corp., Inc., a corporation of which
Michael S. Falk is the majority stockholder.
The name, business address and present principal occupation or
employment of each of the executive officers, directors and
controlling shareholders of CRM, Goodness Gardens and CWA are set
forth on Schedule I annexed hereto, which is incorporated herein by
reference.
(d) - (e) During the last five years, none of the Reporting Persons,
and, to the best knowledge of the Reporting Persons, none of the
persons listed on
14
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Schedule I hereto, has been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) or has been a
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) Each natural person identified in this Item 2 is a citizen of the
United States.
Item 3. Source and Amount of Funds or Other Consideration
The cost of the shares of Common Stock reported owned by Ingleside,
CWA and Goodness Gardens was funded out of each such entity's working
capital, which may, at any given time, include margin loans made by
brokerage firms in the ordinary course of business. The total cost of
the reported securities for each Reporting Person who purchased such
securities is as follows:
<TABLE>
<CAPTION>
Reporting Person Total Cost
- -------------------- ----------
<S> <C>
CWA $100,000
Falk $165,625
Robert L. Priddy $915,045
Pergament $118,200
Cramer $335,375
Ingleside $204,375
Rosenthal $ 62,000
Goodness Gardens $ 25,625
</TABLE>
Item 4. Purpose of Transaction
The Reporting Persons plan to nominate individuals for Board of
Directors. The Reporting Persons believe 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 Persons 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 Persons may take any other
action with respect to the Company or any of its debt or equity
securities in any manner permitted by law.
15
<PAGE>
Except as disclosed in this Item 4 and previously disclosed in the
prior Schedule 13D filed by the Reporting Persons, the Reporting
Persons have no current plans or proposals which relate to or would
result in any of the events described in Item (a) through (j) of the
instructions of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially own an aggregate of 338,725 shares
of Common Stock, representing approximately 16% of the outstanding
shares of Common Stock. Pergament beneficially owns 23,000 shares of
Common Stock, representing approximately 1.0% of the outstanding
shares. Cramer beneficially owns 66,000 shares of Common Stock,
representing approximately 3.1% of the outstanding shares. Ingleside
beneficially owns 40,000 shares of Common Stock, representing
approximately 1.9% of the outstanding shares. Goodness Gardens
beneficially owns 5,000 shares of Common Stock, representing
approximately 0.23% of the outstanding shares. Rosenthal beneficially
owns 12,000 shares of Common Stock, representing approximately 0.56%
of the outstanding shares. Priddy beneficially owns 150,100 shares of
Common Stock (including 17,500 Common Stock issuable upon conversion
of preferred stock) representing approximately 7.0% of the outstanding
shares. Falk beneficially owns 30,625 shares of Common Stock
(including 7,125 Common Stock issuable upon conversion of preferred
stock), representing approximately 1.4% of the outstanding shares.
CWA beneficially owns 12,000 shares of Common Stock (including 2,000
Common Stock issuable upon conversion of preferred stock) representing
approximately 0.57% of the outstanding shares./1/
(b) By reason of its position as investment advisor to each other
Reporting Person with the exception of Priddy, Geller, GFCP, Falk and
CWA, CRM may be deemed to possess the power to vote and dispose of the
shares of Common Stock beneficially owned by all other Reporting
Persons. By reason of their respective positions as Chairman and Vice
Chairman of CRM, Cramer and Rosenthal may each be deemed to possess
the power to vote and dispose of the shares of Common Stock
beneficially owned by all other Reporting Persons with the exception
of Priddy, Geller, GFCP, Falk and CWA. Pursuant to
- ---------------
/1/ Percentages are based upon 2,108,096 shares of Common Stock reported
outstanding as of November 30, 1995 in the Company's Quarterly Report
on Form 10-Q for the quarter ended November 30, 1995.
16
<PAGE>
Rule 13d-4 promulgated under the Securities Exchange Act of 1934, as
amended, (i) CRM disclaims beneficial ownership of all shares of
Common Stock owned by each other Reporting Person and (ii) each of
Cramer and Rosenthal disclaims beneficial ownership of all shares of
Common Stock owned by each other Reporting Person except those shares
in which he has a pecuniary interest. By reason of his position as
Chairman and Chief Executive Officer of CWA, Falk may be deemed to
possess the power to vote and dispose of the shares of Common Stock
beneficially owned by CWA. Pursuant to Rule 13d-4 promulgated under
the Securities Exchange Act of 1934, as amended, Falk disclaims
beneficial ownership of all shares of Common Stock owned by CWA except
shares in which he has a pecuniary interest.
(c) Except as set forth on Schedule II annexed hereto, none of the persons
identified in Item 2 has effected any transactions in the Common Stock
during the past 60 days. All transactions reported on Schedule II
were effected in the open market.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Reporting Persons have entered into an oral agreement to the effect
that GFCP will assist the Reporting Persons in connection with
accomplishing the purposes set forth in Item 4. As consideration for
this agreement, the Reporting Persons have agreed to pay GFCP a
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 Persons (exclusive of Geller
and GFCP) 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 Persons. However, it is
contemplated that such written agreement, if developed, would be filed
promptly as an exhibit.
Robert M. Pergament, Gerald B. Cramer, Ingleside Company, Edward J.
Rosenthal, Goodness Gardens Inc., Cramer Rosenthal McGlynn, Inc. and
Robert L. Priddy have previously filed Schedule 13Ds and amendments
thereto pursuant to Rules 13d-1 and 13d-2 promulgated under the
Securities Exchange Act of 1934, as amended. It is contemplated that
all further filings on Schedule 13D by such persons will be made by a
filing by the Reporting Persons.
Item 7. Material to be Filed as Exhibits:
17
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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: April 8, 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
18
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/s/ Michael S. Falk
Michael S. Falk
COMMONWEALTH ASSOCIATES
By: /s/ Michael S. Falk
Michael S. Falk
19
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
<S> <C> <C>
Agreement of joint filing 25
1 pursuant to Rule 13d(1)-f
promulgated under the
Securities Exchange Act of
1934, as amended
</TABLE>
20
<PAGE>
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS
A. CRAMER ROSENTHAL MCGLYNN INC. ("CRM")
The name and present principal occupation or employment of each of the
executive officers and directors of CRM is set forth below. The business
address of each such person is 707 Westchester Avenue, White Plains, New York
10604.
<TABLE>
<CAPTION>
Name and Positions Present Principal
Held Occupation and Employment
- ---------------------------- ---------------------------
<S> <C>
Gerald B. Cramer Chairman and a Director
Ronald H. McGlynn President and a Director
Edward J. Rosenthal Vice Chairman and a Director
Jay B. Abramson Executive Vice President, General
Counsel and a Director
Fred M. Filoon Senior Vice President
Arthur J. Pergament Senior Vice President
Eugene A. Trainor Chief Financial Officer
</TABLE>
B. GOODNESS GARDENS INC.
The name and present principal occupation or employment of each of the
executive officers and directors of Goodness Gardens Inc. is set forth below.
The business address of each such person is 707 Westchester Avenue, White
Plains, New York 10604.
<TABLE>
<CAPTION>
Name and Positions Present Principal
Held Occupation and Employment
- ---------------------------- ---------------------------
<S> <C>
Edward J. Rosenthal Chairman and a Director
Brian Murphy President and a Director
Loretta Citoli-Murphy Executive Vice President and a
Director
Laura Himmelstein Treasurer
</TABLE>
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<PAGE>
C. COMMONWEALTH ASSOCIATES ("CWA")
The name and present principal occupation or employment of each of the
executive officers and directors of CWA is set forth below. The business
address of each such person is 733 Third Avenue, 24th Floor, New York, New York
10017.
<TABLE>
<CAPTION>
Name and Positions Present Principal
Held Occupation and Employment
- ---------------------------- ---------------------------
<S> <C>
Michael S. Falk Chairman and Chief Executive Officer
John Robinson Vice Chairman
Robert Benret Co-Head of Investment Banking
Robert Priddy Chairman of ValuJet
Joseph Whynne Chief Financial Officer
Basil Asciutto Chief Operating Officer and
Senior Managing Director
Mark Siegel Senior Managing Director
</TABLE>
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<PAGE>
SCHEDULE II
TRANSACTIONS IN COMMON
STOCK OF
THE MICROCAP FUND, INC.
BY EACH REPORTING PERSON
Shares Purchased by Robert M. Pergament
<TABLE>
<CAPTION>
Number of
Shares Price Per Total
Date Purchased Share Cost
- ---- ----------- --------- --------
<S> <C> <C> <C>
11/07/95 10,000 $5.270 $ 52,700
11/10/95 10,000 $5.125 $ 51,250
02/02/96 3,000 $4.750 $ 14,250
Shares Purchased by Gerald B. Cramer
<CAPTION>
Number of
Shares Price Per Total
Date Purchased Share Cost
- ---- ----------- --------- --------
<S> <C> <C> <C>
09/11/95 25,000 $5.125 $128,125
09/13/95 10,000 $5.250 $ 52,500
09/13/95 10,000 $5,125 $ 51,250
10/25/95 5,000 $5.125 $ 25,625
11/10/95 5,000 $5.125 $ 25,625
02/07/96 11,000 $4.750 $ 52,250
Shares Purchased by Ingleside Company
<CAPTION>
Number of
Shares Price Per Total
Date Purchased Share Cost
- ---- ----------- --------- --------
<S> <C> <C> <C>
09/15/95 20,000 $5.188 $103,750
10/25/95 5,000 $5.125 $ 25,625
11/10/95 10,000 $5.125 $ 51,250
02/02/96 5,000 $4.750 $ 23,750
Shares Purchased by Edward J. Rosenthal
<CAPTION>
Number of
Shares Price Per Total
Date Purchased Share Cost
- ---- ----------- --------- --------
<S> <C> <C> <C>
09/20/95 10,000 $5.250 $ 52,250
02/07/96 2,000 $4.750 $ 9,500
</TABLE>
23
<PAGE>
Shares Purchased by Goodness Gardens Inc.
<TABLE>
<CAPTION>
Number of
Shares Price Per Total
Date Purchased Share Cost
- ---- ----------- --------- --------
<S> <C> <C> <C>
09/13/95 5,000 $5.125 $ 25,625
Shares Purchased by Robert L. Priddy
<CAPTION>
Number of
Shares Price Per Total
Date Purchased Share Cost
- ---- ----------- --------- --------
<S> <C> <C> <C>
03/22/93 25,000 $10.00 $250,000
11/10/93 10,000 $ 8.88 $ 88,800
12/15/93 15,000 $ 8.88 $133,200
02/24/95 1,000 $ 5.65 $ 5,650
02/24/95 1,000 $ 5.65 $ 5,650
02/24/95 4,000 $ 5.65 $ 22,600
02/27/95 5,000 $ 5.88 $ 29,400
02/27/95 9,000 $ 5.88 $ 52,920
06/26/95 15,000 $ 4.88 $ 73,200
12/14/95 12,500 $ 5.50 $ 68,750
12/21/95 10,000 $ 5.50 $ 55,000
01/02/96 9,000 $ 5.50 $ 49,500
02/03/96 2,500 $ 5.06 $ 12,650
02/22/96 2,500 $ 5.00 $ 12,500
02/26/96 7,500 $ 5.00 $ 37,500
03/08/96 3,600 $ 5.00 $ 18,000
Shares Purchased by Michael S. Falk
<CAPTION>
Number of
Shares Price Per Total
Date Purchased Share Cost
- ---- ----------- --------- ---------
<S> <C> <C> <C>
03/22/93 1,000 $10.00 $ 10,000
03/22/93 3,000 $10.00 $ 20,000
06/07/94 1,000 $ 7.50 $ 7,500
06/07/94 14,000 $ 7.50 $ 105,000
06/07/94 500 $ 7.50 $ 3,750
05/24/95 1,500 $3.875 $5,812.50
05/24/95 500 $3.875 $1,937.50
05/24/95 2,000 $3.875 $ 7,750
05/24/95 1,000 $3.875 $ 3,875
Shares Purchased by Commonwealth Associates
<CAPTION>
Number of
Shares Price Per Total
Date Purchased Share Cost
- ---- ----------- --------- ---------
<S> <C> <C> <C>
03/02/93 10,000 $10.00 $100,000
</TABLE>
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<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 the Statement on Schedule 13D (the "Statement") 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: April 8, 1996
GELLER & FRIEND CAPITAL
PARTNERS, INC.
Marshall Geller By: /s/ Marshall Geller
/s/ Marshall Geller
Marshall Geller
/s/ Robert M. Pergament
Robert M. Pergament
CRAMER ROSENTHAL MCGLYNN, INC.
Gerald B. Cramer By: /s/ Gerald B. Cramer
/s/ Gerald B. Cramer
Gerald B. Cramer
INGLESIDE COMPANY
Barry Gray By: /s/ Barry Gray
/s/ Edward J. Rosenthal
Edward J. Rosenthal
GOODNESS GARDENS INC.
Edward Rosenthal By: /s/ Edward J. Rosenthal
/s/ Robert L. Priddy
Robert L. Priddy
COMMONWEALTH ASSOCIATES
Michael S. Falk By: /s/ Michael S. Falk
/s/ Michael S. Falk
Michael S. Falk
25
