SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Bexil Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
088 57 7 101
(CUSIP Number)
THOMAS B. WINMILL, ESQ.
11 Hanover Square, 12th Floor
New York, NY 10005
Attn: Monica Pelaez, Esq.
1-212-785-0400
(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)
Thomas B. Winmill / 140-56-8512
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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 76,517 Shares
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8 Shared Voting Power 0
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9 Sole Dispositive Power 76,517 Shares
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10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 76,517
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) 8.40%
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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 Thomas B. Winmill (the
"Reporting Person"). His address is 11 Hanover Square, New York, NY 10005.
Further information is attached in Exhibit A.
(d) None
(e) None
(f) Thomas B. Winmill is a citizen of the U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Thomas B. Winmill used personal funds.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person acquired the Shares for investment purposes.
Notwithstanding any of the foregoing, the Reporting Person 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 Person believes there are 879,591 shares
of Common Stock outstanding. Thomas B. Winmill is the beneficial owner of
76,517 shares of Common Stock, including options exercisable currently and
within 60 days to purchase 31,180 shares, which constitute approximately
8.40% of the outstanding shares of Common Stockassuming the exercise of all
such options. Thomas B. Winmill disclaims beneficial ownership of 26,712
shares held by his spouse and sons.
(B) Power to vote and to dispose of the securities resides with the Reporting
Person.
(C) The following transactions were effected during the past sixty days:
Where and How
Acquired Number of Transaction
Reporting Person Date /Disposed Share Price Per Share Effected
------------------ ------------------ -------------- ----------- ------------------- -------------------
Thomas B. Winmill 03/25/04 Acquired 23,155* 23.749 Options Grant
Thomas B. 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
Thomas B. Winmill is a director and officer of the Issuer. Each of William
G. Vohrer and Monica Pelaez are officers the Issuer. 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 Winmill & Co. Incorporated ("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 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
BEXIL CORPORATION
By: /s/ Thomas B. Winmill
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.
The directors of the Issuer are Bassett S. Winmill, Thomas B. Winmill, Mark
C. Winmill Douglas Wu, Frederick A. Parker, Jr., Peter M. Kuhlmann and Russell
E. Burke III.
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, Chief Executive 1996
Officer, and General Counsel of the Issuer, as well as the
other investment companies in the Investment Company
Complex, and of WCI and certain of its affiliates. 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. His address is 11 Hanover
Square, New York, New York 10005. 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 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, and Chief Compliance Officer.
She is Vice President, Secretary, and Chief Compliance Officer of the Investment
Company Complex, WCI 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.