-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JVSu/zy1qX3KUyuboOWx6Pi1yn24Jp3G1V4FkZQQhV+v+soyq0c9TFOpMfO1Yyg8 HpUgNoDY/Y5UBK1jEsLndA== 0000896017-03-000013.txt : 20030724 0000896017-03-000013.hdr.sgml : 20030724 20030714182129 ACCESSION NUMBER: 0000896017-03-000013 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030715 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SMALLCAP FUND INC CENTRAL INDEX KEY: 0000809584 IRS NUMBER: 133389036 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39284 FILM NUMBER: 03786026 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2122302600 MAIL ADDRESS: STREET 1: ONE SOUTH STREET STREET 2: 18TH FL. CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: SMALLCAP FUND INC/ DATE OF NAME CHANGE: 20030623 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN GRENFELL SMALLCAP FUND INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OPPORTUNITY PARTNERS L P CENTRAL INDEX KEY: 0000896017 IRS NUMBER: 113132092 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLESANTVILLE STATE: NY ZIP: 10570 BUSINESS PHONE: 9147475262 MAIL ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 SC 13D 1 schedthird.txt SCHEDULE 13D DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT NA 1. NAME OF REPORTING PERSON Phillip Goldstein 2. CHECK THE BOX IF MEMBER OF A GROUP a[ ] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ________________________________________________________________ 7. SOLE VOTING POWER NA 8. SHARED VOTING POWER NA 9. SOLE DISPOSITIVE POWER NA________________________________________________________ 10. SHARED DISPOSITIVE POWER NA 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON NA 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] 13. PERCENT OF CLASS REPRESENTED BY ROW 11 NA 14. TYPE OF REPORTING PERSON IA ________________________________________________________________ Item 1. SECURITY AND ISSUER This Schedule 13D relates to the shares of Common Stock (the "Common Stock") of The SmallCap Fund Inc. ("MGC".) The principal executive offices of MGC are located at 345 Park Avenue, New York, NY 10154. Item 2. IDENTITY AND BACKGROUND This statement is filed on behalf of Phillip Goldstein, 60 Heritage Drive, Pleasantville, NY 10570. Mr. Goldstein is a self-employed investment advisor. He is also President of Kimball and Winthrop, Inc. 60 Heritage Drive, Pleasantville, NY 10570, an investment advisory firm. During the last 5 years Mr. Goldstein has not been convicted in a criminal proceeding, nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Goldstein is a U.S. citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS Mr. Goldstein has accumulated shares of the Issuer on behalf of accounts that are managed by him. All funds that have been utilized to purchase such shares are from such accounts or from margin loans from broker dealers where these accounts are held. ITEM 4. PURPOSE OF TRANSACTION NA ITEM 5. INTEREST IN SECURITIES OF THE ISSUER a -e NA Less than 5% ownership. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1: Letter to Mr. Bradshaw 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. Dated: 7/14/03 By: /s/ Phillip Goldstein Name: Phillip Goldstein Exhibit 1. Opportunity Partners L.P., 60 Heritage Drive, Pleasantville, NY 10570 (914) 747-5262 // Fax: (914) 747-5258 July 14, 2003 Ralph W. Bradshaw Chairman of the Board The SMALLCap Fund, Inc. One West Pack Square, Suite 1650 Asheville, NC 28801 Dear Ralph: From one shareholder to another, congratulations, on being elected Chairman of the Board of The SMALLCap Fund (the "Fund"). As you know, Ronald G. Olin, a former shareholder of the Fund has made an SEC filing in which he asked you to resign as a director "for the good of the Fund." Mr. Olin says you are a "prisoner of the past" and "have taken steps considered by many shareholders to have been harmful to the Fund." Precisely what those harmful "steps" were or who has complained to him Mr. Olin does not say but I, for one, want to go on record as being appreciative of your heroic struggle for shareholder democracy. Former shareholder Olin also says "some have suggested that I should consider serving in some capacity in order to help implement a turnaround at the Fund" but does not say who made that suggestion. You may recall that we spoke during your hard fought proxy fight and that I decided to vote my shares for your slate of directors. Of course, I am pleased that you eventually prevailed despite the dirty tricks employed by management and its cronies on the board. I am writing to reaffirm my support for you and to urge you to disregard the misguided "advice" from Mr. Olin. This should be a time for you to relish the fruits of your victory. Where, I ask, was Mr. Olin when you were fighting for shareholder democracy? I don't recall him offering to support you financially or even endorsing your nominees. Now that you have succeeded against great odds, he disposes of all his shares and asks you to resign! Give me a break! In my opinion, Mr. Olin is nothing but an ungrateful ex-shareholder who would like to free ride from your hard work and perseverance. Please stay the course and ignore Mr. "I own no shares" Olin's Johnny come lately attempt to hijack the Fund. As you said in your letter to shareholders, "Shareholders deserve a Board that will (1) fix the persistent performance problem, and (2) quickly deliver full NAV to shareholders." The fund now has such a board and a Chairman committed to fulfill these objectives. There is no need to give any consideration to Mr. Olin's cynical offer to "help" now that the dust has settled. I would also like to remind you that on June 30, 2003, the Fund announced the following: "At its June 19 meeting, the Board unanimously approved the final terms of a cash tender offer for 65% of the Fund's outstanding shares at 99% of net asset value per share. The Board has authorized the Fund to commence the tender offer as soon as practical, which is anticipated to be on or about July 15, 2003." Obviously, investors have been buying and selling the Fund's shares based on that announcement. I also notice that on July 11, 2003, the Board affirmed that "its intention with respect to completing a tender offer has not changed." Any unwarranted deviation from that commitment could be construed as a violation of the federal securities laws. Therefore, unless ex-shareholder Mr. Olin is willing to indemnify the Fund and its directors from liability, I suggest that the board ignore his call for a special meeting to consider "an alternative redemption offer." Had Mr. Olin wanted shareholders to vote on some other proposal, he had ample opportunity to do so at the annual meeting. Now that he is no longer a shareholder, it would be most unwise to depart from its planned tender offer. Once again, unlike ex-shareholder Mr. Olin, I urge you to continue your efforts to govern the Fund for the benefit of all shareholders. Keep the faith. Very truly yours, Phillip Goldstein President Kimball & Winthrop, Inc. General Partner -----END PRIVACY-ENHANCED MESSAGE-----