SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Royce Micro-Cap Trust, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
780915104
(CUSIP Number)
Charles M. Royce, 1414 Avenue of the Americas, New York, New York 10019,
(212) 486-1445
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 23, 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: [X] . (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following page(s))
Page 1 of 5 Pages
<PAGE>
CUSIP No. 780915104 13D Page 2 of 5 Pages
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles M. Royce
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) []
(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 OF ORGANIZATION
U.S.A.
NUMBER OF
SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY 548,432 shares
EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH
9 SOLE DISPOSITIVE POWER
548,432 shares
10
SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
548,432 shares
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* []
Page 2 of 5 Pages
<PAGE>
CUSIP No. 780915104 13D Page 3 of 5 Pages
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.04%
14
TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 5 Pages
<PAGE>
CUSIP No. 780915104 13D Page 4 of 5 Pages
Item 1. Security and Issuer.
The title of the class of equity securities to which this
statement relates is Common Stock.
The name and address of the principal executive offices of the
Issuer are:
Royce Micro-Cap Trust, Inc.
1414 Avenue of the Americas
New York, New York 10019
Item 2. Identity and Background.
(a) The name of the person filing this statement is Charles M. Royce.
(b) Mr. Royce's business address is 1414 Avenue of the Americas,
New York, New York 10019.
(c) Mr. Royce is President, Chief Investment Officer, Secretary,
Treasurer and sole director and sole voting shareholder of
Quest Advisory Corp., a registered investment adviser whose
clients include the Issuer and other registered investment
companies. He is director/trustee, President and Treasurer of
the Issuer and such other investment companies. These
companies are located at 1414 Avenue of the Americas, New
York, New York 10019.
Mr. Royce is also managing general partner of Quest Management
Company, a registered investment adviser whose address is 8
Sound Shore Drive, Greenwich, Connecticut 06830.
(d) Not applicable.
(e) Not applicable.
(f) Mr. Royce is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Royce used his own personal funds to obtain the $47,657.50
used to make the purchase of 6,932 shares at $6.875 per share on
March 23, 1995, which increased his beneficial holdings of the
Issuer's Common Stock to over 5% of the outstanding shares of such
class.
Item 4. Purpose of Transaction.
Mr. Royce purchased the shares of the Issuer's Common Stock as
an investment for his own account.
Page 4 of 5 Pages
<PAGE>
CUSIP No. 780915104 13D Page 5 of 5 Pages
Item 5. Interest in Securities of Issuer.
(a) Mr. Royce beneficially owned 548,432 shares or 5.04% of the
Issuer's outstanding Common Stock as of March 23, 1995.
(b) Mr. Royce has sole voting and sole dispositive powers as to
all of the shares shown in item 5(a) above.
(c) In the 60 days prior to the date of filing of this statement,
Mr. Royce effected the following purchases of the Common Stock of
the Issuer, all of which were effected in the open market:
(1) on February 7, 1996: 5,000 shares at $7.65625 per share;
(2) on February 7, 1996: 8,000 shares at $7.5663 per share;
(3) on February 20, 1996: 7,300 shares at $7.5625 per share; and
(4) on February 21, 1996: 9,700 shares at $7.5625 per share.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
Not applicable.
Item 7. Materials to be Filed as Exhibits.
Not applicable.
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.
March 13, 1996
(Date)
/s/ Charles M. Royce
(Signature)
Charles M. Royce
Page 5 of 5 Pages
