SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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.
212-363-1100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 28, 2002
(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 204,812.00 Shares
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8 Shared Voting Power 0
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9 Sole Dispositive Power 204,812.00 Shares
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10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 204,812.00
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) 24.06%
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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)
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 5,403 Shares
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8 Shared Voting Power 0
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9 Sole Dispositive Power 5,403 Shares
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10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,403 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) 0.63%
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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
Marion Morris Senior Vice President
Thomas B. Winmill President
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"), 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 is a Delaware corporation. Bassett S. Winmill is a citizen of the
U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
ISC 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 July 10, 2002, the Reporting Persons believe there are 851,405.12
shares of Common Stock outstanding. ISC is the beneficial owner of
204,812.00 shares of Common Stock, which constitutes approximately 24.06%
of the outstanding shares of Common Stock. Bassett S. Winmill is the
beneficial owner of 5,403 shares of Common Stock, which constitute
approximately 0.63% of the outstanding shares of Common Stock. ISC
disclaims beneficial ownership of shares held by Bassett S. Winmill.
Bassett S. Winmill disclaims beneficial ownership of shares held by ISC.
(B) Power to vote and to dispose of the securities resides with the Reporting
Persons.
(C) This amends and restates the information provided in this section 5(C) as
filed on August 31, 2001.
Where and How
Number of Transaction
Reporting Person Date Buy/Sell Shares Price Per Share Effected
------------------ ------------------ -------------- ----------- ------------------- -------------------
ISC 09/28/01 Div. Rein. 4,440.934 10.13 Dividend Reinvestment
ISC 12/28/01 Div. Rein. 4,532.724 10.16 Dividend Reinvestment
ISC 03/29/02 Div. Rein. 4,175.245 10.82 Dividend Reinvestment
ISC 06/28/02 Div. Rein. 4,218.900 10.46 Dividend Reinvestment
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
ISC is a wholly owned subsidiary of Winmill & Co. Incorporated ("WCI") .
WCI, a publicly owned company whose securities are listed on Nasdaq and traded
in the over-the-counter market, 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.
Pursuant to an investment management agreement, CEF formerly acted as
general manager of the Issuer, being responsible for the various functions
assumed by it, including the regular furnishing of advice with respect to
portfolio transactions. CEF managed the investment and reinvestment of the
assets of the Issuer, subject to the control and oversight of the Issuer's
directors. For its services, CEF received an investment management fee, payable
monthly, based on the average weekly net assets of the Issuer, at the annual
rate of 0.70% of the first $250 million, 0.625% from $250 million to $500
million, and 0.50% over $500 million. CEF provided certain administrative
services to the Issuer at cost. During the fiscal year ended December 31, 2000,
the investment management fees payable by the Issuer to CEF were $66,765
representing 0.70% of its average daily net assets.
At the June meeting of the Board of Directors of the Issuer, approval was
given to operate with internal management and terminate the investment
management 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 Issuers's affairs,
including portfolio management, subject to the oversight and final direction of
the Issuer's Board of Directors. Compensation of Issuer personnel was set in
the aggregate amount of $200,000 per year, which may be changed from time to
time at the discretion of the Issuer's Board of Directors.
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, ISC, 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., Russell E. Burke III and David
R. Stack, 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: July 10, 2002
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: July 10, 2002
By: /s/ Bassett S. Winmill
Name: Bassett S. Winmill
Title: Chairman
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") and CEF Advisers, Inc. ("CEF") are
wholly-owned subsidiaries 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 and CEF.
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 CEF
are Thomas B. Winmill and William G. Vohrer. The directors of the Issuer are
Bassett S. Winmill, Robert D. Anderson, Thomas B. Winmill, Douglas Wu, Frederick
A. Parker, Jr., Russell E. Burke III and David R. Stack.
Information relevant to each director of the Issuer who may be deemed to be
an "interested person" of the Issuer by virtue of their relationship with CEF,
as defined in the 1940 Act is set forth below:
Issuer Year
Name of Certain Issuer Director, Principal Occupation and Director Term
Business Experience for Past Five Years Since Expires
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THOMAS B. WINMILL -- He is President, Chief Executive 1996 2006
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 also
is President and a Director of ISC and CEF. 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 2002
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.
Issuer Year
Name of Certain Issuer Director, Principal Occupation and Director Term
Business Experience for Past Five Years Since Expires
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ROBERT D. ANDERSON -- He is Director of the Issuer, as well 1999 2005
as certain other investment companies in the Investment
Company Complex, and of WCI and certain of its affiliates.
He was a member of the Board of Governors of the Mutual Fund
Education Alliance, and of its predecessor, the No-Load
Mutual Fund Association. He has also been a member of the
District #12, District Business Conduct and Investment
Companies Committees of the NASD. He was born on December 7,
1929.
The non-director executive officers of the Issuer and/or director/officers
of CEF and/or 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, CEF,
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.
MARION E. MORRIS -- Senior Vice President. She is a Senior Vice President
of the Investment Company Complex, WCI, ISC, CEF, and the Issuer. She was born
on June 17, 1945.
MONICA PELAEZ - Vice President, Secretary, and Chief Compliance Officer.
She is Vice President, Secretary, and Chief Compliance Officer of the investment
companies managed by Company subsidiaries. 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 July 10, 2002 by each foregoing officer
and/or director of the Issuer.
Name of Officer or Director Number of Shares
-----------------------------------------------------
Thomas B. Winmill 30.150
Bassett S. Winmill 5,403.000
Robert D. Anderson 200.000
William G. Vohrer 0.000
Marion Morris 0.000
Monica Pelaez 0.000