SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
Bexil Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
088 57 7 101
(CUSIP Number)
INVESTOR SERVICE CENTER, INC.
11 Hanover Square, 12th Floor
New York, NY 10005
Attn: Monica Pelaez, Esq.
1-212-363-1100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 25, 2004
(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 that is the subject of the Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
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|Number of |
|Shares |
|Beneficially |
|Owned by |
|Each |
|Reporting |
|Person with |
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1 Names of Reporting Persons / I.R.S. Identification Nos. of Above Persons
(Entities Only)
Investor Service Center, Inc. / 13-3321855
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2 Check the Appropriate Box If a Member of a Group (a) / /
(b) / /
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3 SEC Use Only
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4 Source of Funds WC
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) / /
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6 Citizenship or Place of Organization Delaware
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7 Sole Voting Power 0
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8 Shared Voting Power 222,672 Shares
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9 Sole Dispositive Power 0
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10 Shared Dispositive Power 222,672 Shares
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
222,672 Shares
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares / X /
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13 Percent of Class Represented by Amount in Row (11) 25.32%
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14 Type of Reporting Person BD
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--------------
|Number of |
|Shares |
|Beneficially |
|Owned by |
|Each |
|Reporting |
|Person with |
--------------
1 Names of Reporting Persons / I.R.S. Identification Nos. of Above Persons
(Entities Only)
Winmill & Co. Incorporated / 13-1897916
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2 Check the Appropriate Box If a Member of a Group (a) / /
(b) / /
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3 SEC Use Only
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4 Source of Funds WC
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) / /
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6 Citizenship or Place of Organization Delaware
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7 Sole Voting Power 0
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8 Shared Voting Power 222,672 Shares
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9 Sole Dispositive Power 0
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10 Shared Dispositive Power 222,672 Shares
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
222,672 Shares
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares / X /
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13 Percent of Class Represented by Amount in Row (11) 25.32%
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14 Type of Reporting Person HC
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--------------
|Number of |
|Shares |
|Beneficially |
|Owned by |
|Each |
|Reporting |
|Person with |
--------------
1 Names of Reporting Persons / I.R.S. Identification Nos. of Above Persons
(Entities Only)
Bassett S. Winmill
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2 Check the Appropriate Box If a Member of a Group (a) / /
(b) / /
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3 SEC Use Only
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4 Source of Funds PF
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) / /
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6 Citizenship or Place of Organization USA
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7 Sole Voting Power 38,875 Shares
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8 Shared Voting Power 222,672 Shares
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9 Sole Dispositive Power 38,875 Shares
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10 Shared Dispositive Power 222,672 Shares
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
261,547 Shares
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares / X /
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13 Percent of Class Represented by Amount in Row (11) 28.72%
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14 Type of Reporting Person IN
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ITEM 1 SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock of Bexil
Corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 11 Hanover Square, New York, NY 10005.
Principal Executive Officers of Issuer Title
-------------------------------------- ----------------------------------------
William G. Vohrer Treasurer
Monica Pelaez Secretary
Thomas B. Winmill President
Bassett S. Winmill Executive Chairman
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) This Schedule 13D is being filed by Investor Service Center, Inc.
(a Delaware corporation), a registered broker/dealer ("ISC"), Winmill & Co.
Incorporated (a Delaware coporation), a publicly owned company whose securities
are listed on Nasdaq and traded in the over-the-counter market ("WCI") and
Bassett S. Winmill (the "Reporting Persons"). The address of each is 11 Hanover
Square, New York, NY 10005. Further information is attached in Exhibit A.
(d) None
(e) None
(f) ISC and WCI are Delaware corporations. Bassett S. Winmill is a citizen
of the U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
ISC and WCI used working capital. Bassett S. Winmill used personal funds.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired the Shares for investment purposes.
Notwithstanding any of the foregoing, the Reporting Persons may at any time
modify, change, abandon, or replace, some or all of the foregoing purposes and
plans and discussions relating thereto or discontinue or re-continue such
modifications, changes, abandonments, or replacements at any time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(A) As of April 5, 2004, the Reporting Persons believe there are 879,591 shares
of Common Stock outstanding. ISC and WCI are the beneficial owners of
222,672 shares of Common Stock, which constitute approximately 25.32% of
the outstanding shares of Common Stock. Bassett S. Winmill may be deemed to
be beneficial owner of 261,547 shares of Common Stock, including options
exercisable currently and within 60 days to purchase 31,180 shares, which
constitute approximately 28.72% of the outstanding shares of Common Stock
assuming the exercise of all such options. ISC and WCI disclaim beneficial
ownership of shares held by Bassett S. Winmill. Bassett S. Winmill
disclaims beneficial ownership of shares held by ISC and WCI.
(B) Power to vote and to dispose of the securities resides with the Reporting
Persons.
(C) During the last sixty days, the following transactions were effected in the
common stock of the Issuer:
Where and How
Acquired Number of Transaction
Reporting Person Date /Disposed Options Price Per Share Effected
------------------ ------------------ -------------- ----------- ------------------- -------------------
Bassett S. Winmill 03/25/04 Acquired 23,155* 23.749 Options Grant
Bassett S. Winmill 03/25/04 Acquired 26,845 21.590 Options Grant
* Of such options, 4,705 are exercisable within 60 days of date acquired.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
ISC is a wholly owned subsidiary of WCI. WCI is a New York based manager of
investment companies. Bassett S. Winmill may be deemed a controlling person of
WCI and, therefore, may be deemed a controlling person of ISC. Another wholly
owned subsidiary of WCI is CEF Advisers, Inc. ("CEF"), the former investment
manager of the Issuer.
The Issuer retained CEF as its investment manager pursuant to an investment
management agreement. As compensation for the service provided pursuant to such
agreement, the Issuer paid to CEF a fee from its assets, such fee to be computed
weekly and paid monthly in arrears at the annual rate of 7/10 of 1% of the first
$250 million, 5/8 of 1% from $250 million to $500 million, and 1/2 of 1% over
$500 million. This fee was calculated by determining net assets on each Friday
and applying the applicable rate to such amount for the number of days in the
week. At a meeting of the Board of Directors of the Issuer on June 13, 2001, the
Board of Directors approved terminating the investment management agreement with
CEF, effective at the end of business on July 31, 2001. Commencing August 1,
2001, the Issuer's officers (who are substantially identical to those of CEF)
assumed the management of the Issuer's affairs, including portfolio management,
subject to the oversight and final direction of the Board of Directors.
Compensation of Issuer personnel was set in the aggregate amount of $200,000 per
year effective August 1, 2001, $365,000 per year effective January 1, 2003,
$460,000 effective January 1, 2004 and may be further changed from time to time
at the discretion of the Board of Directors. In addition, bonuses of $41,700
were accrued in 2003.
Bassett S. Winmill, a Reporting Person and who may be deemed a controlling
person of WCI, ISC and CEF, is chairman of the board of directors of the Issuer.
Thomas B. Winmill is a director and officer of WCI, ISC, CEF, and the Issuer.
Each of William G. Vohrer and Monica Pelaez are officers of WCI, ISC, CEF, and
the Issuer. Robert D. Anderson is a director of the Issuer and WCI; he is an
officer of ISC and WCI. The Issuer has an audit committee comprised of directors
Douglas Wu, Frederick A. Parker, Jr., Peter M. Kuhlmann and Russell E. Burke
III, the function of which is routinely to review financial statements and other
audit-related matters as they arise throughout the year. The Issuer has an
executive committee comprised of Thomas B. Winmill.
Article XIV of the Issuer's charter provides that the name Bexil included
in the name of the Issuer shall be used pursuant to a royalty-free nonexclusive
license from WCI or a subsidiary of WCI. The license may be withdrawn by WCI or
its subsidiary at any time in their sole discretion, in which case the Issuer
shall have no further right to use the name Bexil in its corporate name or
otherwise and the Issuer, the holders of its capital stock and its officers and
directors, shall promptly take whatever action may be necessary to change its
name accordingly.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A: Certain information concerning the Issuer's and ISC's
directors and executive officers.
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: April 5, 2004
INVESTOR SERVICE CENTER, INC.
By: /s/ Monica Pelaez
Name: Monica Pelaez
Title: Associate General Counsel
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: April 5, 2004
WINMILL & CO. INCORPORATED
By: /s/ Monica Pelaez
Name: Monica Pelaez
Title: Associate General Counsel
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: April 5, 2004
By: /s/ Thomas B. Winmill on
behalf of Bassett S. Winmill
by Power of Attorney signed
12/11/01
Name: Thomas B. Winmill
Title: President
EXHIBIT A
The business address for all entities and individuals listed in this
Exhibit A is 11 Hanover Square, 12th Floor, New York, NY 10005.
Investor Service Center, Inc. ("ISC") is a wholly-owned subsidiary of
Winmill & Co. Incorporated ("WCI"), a publicly-owned company whose securities
are listed on The Nasdaq Stock Market. Bassett S. Winmill, a director of the
Issuer, may be deemed a controlling person of WCI on the basis of his ownership
of 100% of WCI's voting stock and, therefore, of ISC.
The directors of ISC are William G. Vohrer and Thomas B. Winmill. The
directors of WCI are Robert D. Anderson, Charles A. Carroll, Edward G. Webb,
Bassett S. Winmill, Mark C. Winmill, and Thomas B. Winmill. The directors of the
Issuer are Bassett S. Winmill, Thomas B. Winmill, Mark C. Winmill, Russell E.
Burke, III, Frederick A. Parker, Jr., Peter M. Kuhlmann and Douglas Wu.
Information relevant to each director of the Issuer deemed to be a employee
director of the Issuer:
Issuer
Name of Certain Issuer Director, Principal Occupation and Director
Business Experience for Past Five Years Since
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THOMAS B. WINMILL -- He is President of the Issuer, as well 1996
as the other investment companies in the Investment Company
Complex, and of WCI and certain of its affiliates. He also
is President and a Director of ISC. He is a member of the
New York State Bar and the SEC Rules Committee of the
Investment Company Institute. He is a son of Bassett S.
Winmill. He was born June 25, 1959.
BASSETT S. WINMILL -- He is Chairman of the Board of the 1996
Issuer, as well as other investment companies in the
Investment Company Complex, and of WCI. He is a member of
the New York Society of Security Analysts, the Association
for Investment Management and Research, and the
International Society of Financial Analysts. He is the
father of Thomas B. Winmill. He was born February 10, 1930.
The non-director executive officers of the Issuer and/or director/officers
of WCI, and their relevant biographical information are set forth
below:
WILLIAM G. VOHRER - Chief Accounting Officer, Chief Financial Officer,
Treasurer and Vice President of the Investment Company Complex, WCI, ISC and the
Issuer since February 2001. From 1999 to 2001, he was an independent consultant
specializing in accounting matters. From 1994 to 1999 he was Chief Financial
Officer and Financial Operations Principal for Nafinsa Securities, Inc., a
Mexican Securities broker/dealer. He was born on August 14, 1950.
MONICA PELAEZ - Vice President, Secretary, Associate General Counsel, and
Chief Compliance Officer. She is Vice President, Secretary, and Chief Compliance
Officer of the Investment Company Complex, WCI, ISC and the Issuer. She earned
her Juris Doctor from St. John's University School of Law. She is a member of
the New York State Bar. She was born November 5, 1971.
The following table presents certain information regarding the beneficial
ownership of the Issuer's shares as of April 5, 2004 by each foregoing officer
and/or director of the Issuer.
Name of Officer or Director Number of Shares
-----------------------------------------------------
Bassett S. Winmill 261,547**
Thomas B. Winmill 76,517**
Robert D. Anderson 1,200***
William G. Vohrer 4,000****
Monica Pelaez 4,000****
** Includes options exercisable to purchase 31,180 shares.
*** Includes options exercisable to purchase 1,000 shares.
**** Includes options exercisable to purchase 4,000 shares.