Securities and Exchange Commission
Washington, D.C. 20549
-------------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 1
Global Small Cap Fund, Inc.
- - ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- - ------------------------------------------------------------------------------
(Title of Class of Securities)
37935V103
- - ------------------------------------------------------------------------------
(CUSIP Number)
Ralph W. Bradshaw
c/o Deep Discount Advisors, Inc.
One West Pack Square, Suite 777
Asheville, NC 28801
(828) 255-4833
- - ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 25, 1999
- - ------------------------------------------------------------------------------
(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>
CUSIP No.: 37935V103 13D Page 2
- - --------------------- --------
==========================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. ID NO. OF ABOVE PERSON
Deep Discount Advisors, Inc.
===========================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) [ ]
OF A GROUP (b) [ ]
===========================================================================
3 SEC USE ONLY
===========================================================================
4 SOURCE OF FUNDS OO
===========================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL [ ]
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
===========================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
One West Pack Square, Suite 777 Asheville, NC 28801
===========================================================================
NUMBER OF | | SOLE VOTING POWER
SHARES | 7 | 630763
============================================================================
BENEFICIALLY | | SHARED VOTING POWER 0
OWNED | 8 |
============================================================================
BY EACH | | SOLE DISPOSITIVE POWER 630763
REPORTING | 9 |
============================================================================
PERSON | | SHARED DISPOSITIVE POWER 0
WITH | 10 |
============================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 630763
=======================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW [ ]
(11) EXCLUDES CERTAIN SHARES
=======================================================================
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 16.6%
=======================================================================
14 TYPE OF REPORTING PERSON IA
======================================================================
<PAGE>
CUSIP No.: 37935V103 13D Page 3
- - --------------------- ----------
===============================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. ID NO. OF ABOVE PERSON
Ron Olin Investment Management Company
===============================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) [ ]
OF A GROUP (b) [ ]
========================================================================
3 SEC USE ONLY
======================================================================
4 SOURCE OF FUNDS OO
======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL [ ]
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
One West Pack Square, Suite 777 Asheville, NC 28801
=====================================================================
NUMBER OF | | SOLE VOTING POWER
SHARES | 7 | 513500
=====================================================================
BENEFICIALLY | | SHARED VOTING POWER 0
OWNED | 8 |
====================================================================
BY EACH | | SOLE DISPOSITIVE POWER 513500
REPORTING | 9 |
=====================================================================
PERSON | | SHARED DISPOSITIVE POWER 0
WITH | 10 |
======================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 513500
=====================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW [ ]
(11) EXCLUDES CERTAIN SHARES
=========================================================================
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 13.5%
=======================================================================
14 TYPE OF REPORTING PERSON IA
=========================================================================
<PAGE>
This Amendment No. 1 supplements and updates information in Item 4, Item 5, and
Item 7 and adds Exhibit 1.
ITEM 4. PURPOSE OF TRANSACTION
The acquisition of the securities of the issuer was made for the purpose of
investment. The reporting persons may acquire additional securities, or dispose
of the securities of the issuer from time to time.
The reporting persons are in favor of actions by the issuer which would have the
effect of increasing the investment value of the issuer's shares, and will
support actions which, in the sole discretion of the reporting persons, may
result in an increase in the market value of the issuer's shares.
The issuer has recently notified shareholders of a change in its by-laws
requiring 120 days advanced notice for any stockholder proposals or Director
nominations for its annual meetings. This requires that such submissions be
provided by June 1, 1999 for the annual meeting to be held in the last quarter
of this year. The reporting persons have felt compelled by this deadline to
nominate a slate of alternate director nominees for the 1999 annual meeting of
the issuer because of the possibility that the issuer will not take adequate
actions between now and the annual meeting to deal effectively with the
performance and discount problems which the reporting persons believe are
harming the issuer's shareholders. A copy of the letter providing the
necessary advanced notice is included in this filing as Exhibit 1.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Fund's annual report, dated September 15,1998,
states that, as of the close of business on July 31, 1998, there were
3,801,667 shares of Common Stock outstanding. The percentage set forth in
this Item 5(a) was derived using such number.
The Reporting Persons are the beneficial owners of 1,144,263
shares of Common Stock, which constitute approximately 30.1% of the outstanding
shares of Common Stock.
(b) Power to vote and to dispose of the securities resides
with the Reporting Persons.
(c) Since the last filing, the following shares
of Common Stock were traded:
Date Number of Shares Price Per Share
- - ------- ---------------- ---------------
5/18/99 1500 bought 13.25
5/19/99 3000 bought 13.25
5/20/99 1200 bought 13.3125
5/21/99 1700 bought 13.4375
5/24/99 4200 bought 13.5298
5/25/99 3300 bought 13.5189
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The letter that precipitates this amendment is attached as Exhibit 1.
<PAGE>
SIGNATURE
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.
Date: May 26, 1999 Deep Discount Advisors, Inc.
By: /s/ Ralph W. Bradshaw
----------------------------
Name: Ralph W. Bradshaw
Title: Secretary
<PAGE>
Exhibit 1
DEEP DISCOUNT ADVISORS INC.
Enhanced Performance through Closed-End Fund Investments
One West Pack Square, Suite 777, Asheville, NC 28801
828-274-1863 Fax: 828-255-4834 E-mail: [email protected]
May 25, 1999 Via Fax and Federal Express
Board of Directors Securities and Exchange Commission
The Global Small Cap Fund, Inc. Judiciary Plaza
1285 Avenue of the Americas 450 Fifth Street, N.W.
New York, New York 10019 Washington, D.C. 20549
Attn: Ms. Dianne E. O'Donnell
Secretary
Dear Ms. O'Donnell:
We notice that by virtue of a recent change in the By-Laws of The Global Small
Cap Fund, Inc. (the "Fund"), the Fund now requires 120 days advanced notice for
any stockholder proposals or Director nominations for the next annual meeting.
Accordingly, this letter will serve as a formal nomination of nine (9)
candidates for the Board of Directors of the Fund to be elected at the next
annual meeting. These nominations are being made individually by Ronald G.
Olin, Ralph W. Bradshaw, William A. Clark, and Gary A. Bentz as individual
shareholders of the Fund, and in their various capacities as principals or
partners of Deep Discount Advisors, Inc. and Ron Olin Investment Management
Company, both of which are beneficial shareholders of the Fund. We intend to
solicit sufficient proxies to elect the nominees presented in this letter.
Deep Discount Advisors, Inc. and Ron Olin Investment Management Company are the
beneficial holders of 1,144,263 shares of the common stock, par value $.01 per
share (the "Common Stock"), of the Fund, representing approximately 30.1% of the
outstanding shares of Common Stock as of May 25, 1999. According to the Fund's
proxy statement for last year's annual meeting of stockholders (November 19,
1998) and the By-Laws of the Fund, nine (9) Directors are up for election for a
term of one year from 1999 to 2000 at the next annual stockholders meeting.
These positions are currently held by Margo N. Alexander, Richard Q. Armstrong,
E. Garrett Bewkes, Jr., Richard R. Burt, Mary C. Farrell, Meyer Feldberg, George
W. Gowen, Frederic V. Malek, and Carl W. Schafer.
The purpose of this letter is to nominate the following individuals as Directors
of the Fund to be elected at the next annual meeting: Ronald G. Olin, Ralph W.
Bradshaw, Gary A. Bentz, William A. Clark, Phillip Goldstein, Gerald Hellerman,
Thomas H. Lenagh, Glenn W. Wilcox, Sr., and Andrew Strauss. Brief biographies
of Messrs. Olin, Bradshaw, Bentz, Clark, Goldstein, Hellerman, Lenagh, Wilcox,
and Strauss are attached as Exhibit 1. Each nominee has consented to stand for
election and to serve if elected. They are prepared to provide any other
information necessary for compliance with requirements for Director nominees.
The candidates have extensive experience in a variety of disciplines relevant to
Board governance, including closed-end fund analysis and evaluation, investment
consulting, and related private portfolio management.
As longtime beneficial stockholders of The Global Small Cap Fund, we have been
deeply concerned about the persistent discount from net asset value ("NAV") at
which the Fund's shares trade on the open market, as well as the long-term poor
performance of NAV relative to world indices. We believe that other
stockholders of The Global Small Cap Fund must share this concern. The most
recent statement of the Fund indicated that none of the current Directors owns
any shares of the Fund. By contrast, Messrs. Olin, Bradshaw, Bentz, and Clark
represent substantial stockholder interests in The Global Small Cap Fund; their
election would give the Board significant and much-needed direct shareholder
representation. If elected to the Board, all nine nominees would be dedicated
to exploring methods of enhancing stockholder returns through improved NAV
performance and active management of the discount problem.
We believe that the Board, based on its current composition, has not been
sufficiently responsive to the concerns of stockholders whose investment returns
have suffered unnecessarily because of the persistent discount to NAV and poor
long-term NAV performance. The nomination and election of Messrs. Olin,
Bradshaw, Bentz, Clark, Goldstein, Hellermann, Lenagh, Wilcox, and Strauss will
provide a greater degree of independence in evaluating methods of managing the
discount structure proactively, and also a fresh perspective for all Board
decisions which is more representative of shareholder interests rather than the
interests of the Fund's investment manager. The primary objective of these nine
nominees will be to enhance shareholder value.
In the event that more than nine (9) nominees are presented by the Fund in its
proxy, we reserve the right to nominate as many candidates as may be up for
election at the next annual meeting. This letter will serve as formal advanced
notice of our intention to nominate as many candidates as may be nominated by
the Fund or as may be serving on the Board at the next annual meeting. If any
additional information is required to insure that we have met the Fund's
requirements for notification of Director nominees, please contact us
accordingly.
Although the long advanced-notice requirement has forced us to submit this
notification now in order to be in compliance with the Fund's By-Laws, we would
be happy to reconsider our decision at a later time if the current Board and
advisor take action that we believe will deal adequately with the performance
and discount problems that are harming the Fund's shareholders. We would prefer
to avoid an unnecessary proxy contest and its related expenses to the
shareholders if possible.
We thank you for your attention to this advanced notification, and would be
happy to discuss this matter in more detail at your convenience.
Very truly yours,
Ronald G. Olin Ralph W. Bradshaw
William A. Clark Gary A. Bentz
Attch
Name and Address Age Principal Occupation Past Five Years
Ronald G. Olin
One West Pack Square
Suite 777
Asheville, NC 28801 53 Chief Executive Officer of Deep Discount
Advisors, Inc., an investment advisory firm;
General Partner of Ron Olin Investment
Management Co.; Chairman and Director of
Clemente Strategic Value Fund, Inc., and
Director of The Austria Fund, Inc., both
closed-end investment companies.
Shares of Global Small Cap Fund, Inc. (5-25-99) 80,900
Gary A. Bentz
One West Pack Square
Suite 777
Asheville, NC 28801 42 Chief Financial Officer and Treasurer of Deep
Discount Advisors, Inc., an investment advisory
firm; Director of Clemente Strategic Value
Fund, Inc., and Director of The Austria Fund,
Inc., both closed-end investment companies.
Shares of Global Small Cap Fund, Inc. (5-25-99) 2,600
Ralph W. Bradshaw
One West Pack Square
Suite 777
Asheville, NC 28801 48 Vice President of Deep Discount Advisors, Inc.,
an investment advisory firm; Director of
Clemente Strategic Value Fund, Inc., and
Director of The Austria Fund, Inc., both
closed-end investment companies.
Shares of Global Small Cap Fund, Inc. (5-25-99) 700
William A. Clark
One West Pack Square
Suite 777
Asheville, NC 28801 53 Principal of Deep Discount Advisors, Inc., an
investment advisory firm; Director of Clemente
Strategic Value Fund, Inc., and Director of The
Austria Fund, Inc., both closed-end investment
companies.
Shares of Global Small Cap Fund, Inc. (5-25-99) 3,200
Phillip Goldstein
60 Heritage Drive
Pleasantville, NY 10570 54 President of the General Partner of Opportunity
Partners, L.P., a private investment
partnership; Director of Clemente Strategic
Value Fund, Inc., a closed-end investment
company.
Shares of Global Small Cap Fund, Inc. (5-25-99) - 0 -
Gerald Hellerman
10965 Eight Bells Lane
Columbia, MD 21044 61 Managing Director of Hellerman Associates, a
financial consulting firm; Trustee of Third
Avenue Value Trust; Director of Clemente
Strategic Value Fund, Inc., a closed-end
investment company.
Shares of Global Small Cap Fund, Inc. (5-25-99) - 0 -
Name and Address Age Principal Occupation Past Five Years
Thomas H. Lenagh
Greenwich Office Park
Greenwich, CT 06831 77 Independent Financial Adviser; Director of
Gintel Funds, Adams Express, ASD Group, ICN
Pharmaceuticals, Inrad Corp., and V-Band Corp;
Director of Clemente Strategic Value Fund, Inc.,
a closed-end investment company.
Shares of Global Small Cap Fund, Inc. (5-25-99) - 0 -
Glenn W. Wilcox, Sr.
418 Vanderbilt Road
Asheville, NC 28803 67 Chairman of the Board and Chief Executive
Officer of Wilcox Travel Agency; Director of
Champion Industries, Inc.; Chairman of the Board
of Blue Ridge Printing Co., Inc.; Chairman of
the Board of Tower Associates, Inc.; Director of
Asheville Chamber of Commerce; Vice Chairman of
the Board of First Union National Bank; Board of
Trustees of Appalachian State University; Board
of Trustees and Board of Directors of Mars Hill
College.
Shares of Global Small Cap Fund, Inc. (5-25-99) - 0 -
Andrew Strauss
77 Central Ave,
Suite F
Asheville, NC 28801 45 Attorney and senior member of Strauss &
Associates, PA., attorneys, Asheville, N.C.;
Previous President of White Knight Healthcare,
Inc., and LMV Leasing, Inc., a wholly owned
subsidiary of Xerox Credit Corporation.
Shares of Global Small Cap Fund, Inc. (5-25-99) 1,400
