Securities and Exchange Commission
Washington, D.C. 20549
-------------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 8
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)
September 15, 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 | 814563
============================================================================
BENEFICIALLY | | SHARED VOTING POWER 0
OWNED | 8 |
============================================================================
BY EACH | | SOLE DISPOSITIVE POWER 814563
REPORTING | 9 |
============================================================================
PERSON | | SHARED DISPOSITIVE POWER 0
WITH | 10 |
============================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 814563
=======================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW [ ]
(11) EXCLUDES CERTAIN SHARES
=======================================================================
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 21.4%
=======================================================================
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 | 546900
=====================================================================
BENEFICIALLY | | SHARED VOTING POWER 0
OWNED | 8 |
====================================================================
BY EACH | | SOLE DISPOSITIVE POWER 546900
REPORTING | 9 |
=====================================================================
PERSON | | SHARED DISPOSITIVE POWER 0
WITH | 10 |
======================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 546900
=====================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW [ ]
(11) EXCLUDES CERTAIN SHARES
=========================================================================
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 14.4%
=======================================================================
14 TYPE OF REPORTING PERSON IA
=========================================================================
<PAGE>
This Amendment No. 8 supplements and updates information in Item 4 and adds
Exhibit 3.
ITEM 4. PURPOSE OF TRANSACTION
The reporting persons have sent the issuer a letter providing advance notice of
its intent to submit proposals to shareholders at the Special Meeting of
shareholders announced for December 1999. The letter is attached as Exhibit 3
to this filing.
This special meeting has been called by the issuer in lieu of the annual meeting
of shareholders at which Directors are normally elected. Correspondingly, the
reporting persons will seek a shareholder vote on whether or not to remove from
office and replace the current Directors.
The replacement Directors being proposed are committed to implementing any
actions approved by shareholders in the Special Meeting as well as taking
additional initiatives to enhance shareholder value.
<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: September 16, 1999 Deep Discount Advisors, Inc.
By: /s/ Ralph W. Bradshaw
----------------------------
Name: Ralph W. Bradshaw
Title: Secretary
EXHIBIT 3
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
September 15, 1999 Via Fax and Federal Express
Board of Directors
The Global Small Cap Fund, Inc.
1285 Avenue of the Americas
New York, New York 10019
Fax: 212-713-1374
Attn: Ms. Dianne E. O'Donnell
Secretary
Dear Ms. O'Donnell:
Pursuant to the advanced notice requirements cited in the By-Laws of The Global
Small Cap Fund, Inc., (the "Fund"), Article II, section 10, which require that
any stockholder proposal shall be submitted to the Board of Directors not later
than "the close of business on the seventh day following the date on which
notice of such meeting is first given to stockholders" of a Special Meeting,
please consider this letter formal advanced notice of our intention to introduce
the following stockholder proposals at the Special Meeting of The Global Small
Cap Fund which is scheduled to be held in mid December 1999 according to the
Fund's press release of September 9, 1999. This is being done because at the
time of the anticipated Special Meeting, the current directors will not have
stood for election for 13 months and no regular annual meeting has been
scheduled to elect Directors.
Pursuant to Article III, section 5 of the Fund's By-Laws, provided by the Fund
on September 13, 1999, "At any stockholders' meeting duly called, ...the
stockholders may remove any director from office...and may elect a successor or
successors to fill any resulting vacancies for the unexpired terms of the
removed director or directors." Accordingly, we intend to introduce the
following resolutions at the Special Meeting of shareholders, and we intend to
solicit sufficient proxies to pass these resolutions:
1. RESOLVED: The stockholders of The Global Small Cap Fund, Inc. hereby
remove all members of the incumbent Board of Directors from office, including
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.
2. RESOLVED: The stockholders hereby elect the following individuals as
Directors of the Fund to replace the former Board members for the duration of
their unexpired terms: 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.
We would be happy to combine, to amend, or to restructure these proposals into a
different format if deemed appropriate by the Fund's interpretation of its
Articles of Incorporation or By-Laws.
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 these resolutions are passed.
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.
These proposals 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
pass the resolutions presented in this letter. The names and addresses of these
individuals are shown in the attached exhibit, and verification of their
beneficial ownership can be obtained from the most recent SEC filings of the
Schedule 13D for Deep Discount Advisors, Inc. and Ron Olin Investment Management
Company.
As longtime beneficial stockholders of The Global Small Cap Fund, we believe
that the alternate slate of Directors submitted in this resolution can implement
more effectively any action approved by shareholders at the Special Meeting and
will pursue other actions designed to enhance shareholder value more effectively
than the current, incumbent Directors.
With regard to the advanced notice of these resolutions, if you need any
additional information in order to comply fully with the Fund's notification
requirements, please advise us accordingly within five (5) business days.
If you would like to discuss our resolutions or any other matters relevant to
the upcoming annual meeting, we are available at your convenience.
Very truly yours,
Ronald G. Olin Ralph W. Bradshaw
William A. Clark Gary A. Bentz
Attch
cy: Paul F. Roye, Chairman
Division of Investment Management
Securities and Exchange Commission
Mail Stop 5-6
450 Fifth Street, N.W.
Washington, D.C. 20549
Fax: 202-942-9659
Ph: 202-942-0720
EXHIBIT 1
Name and Address Age Principal Occupation Past Five Years
Ronald G. Olin
One West Pack Square
Suite 777
Asheville, NC 28801 54 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 43 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 -
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
