-----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, HduclxV1CdSPruuuEchdGEXttqb3OmB+QhAk6Lt7AtlwmjqFK8aCMUBhnrBow/ll iwhIqXNi8DcRmrgnGOucYA== 0000950116-05-002149.txt : 20050611 0000950116-05-002149.hdr.sgml : 20050611 20050610155328 ACCESSION NUMBER: 0000950116-05-002149 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050610 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050610 DATE AS OF CHANGE: 20050610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 1838 BOND DEBENTURE TRADING FUND CENTRAL INDEX KEY: 0000030125 IRS NUMBER: 231745238 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 811-02201 FILM NUMBER: 05889950 BUSINESS ADDRESS: STREET 1: 2701 RENAISSANCE BOULEVARD STREET 2: FOURTH FLOOR CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 4843224300 MAIL ADDRESS: STREET 1: 2701 RENAISSANCE BOULEVARD STREET 2: FOURTH FLOOR CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 FORMER COMPANY: FORMER CONFORMED NAME: DREXEL BOND DEBENTURE TRADING FUND DATE OF NAME CHANGE: 19890511 FORMER COMPANY: FORMER CONFORMED NAME: DREXEL INCOME SECURITIES INC DATE OF NAME CHANGE: 19711102 8-K 1 eightk.txt 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 10, 2005 ------------- 1838 BOND-DEBENTURE TRADING FUND ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 811-02201 231745238 - ---------------------------- ----------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2701 Renaissance Boulevard, 4th Floor, King of Prussia, PA 19406 - ----------------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 1-800-232-1838 -------------- - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 8-OTHER EVENTS ITEM 8.01 OTHER EVENTS. Please see attached Press Release for information regarding the announcement of the Board of Directors of 1838 Bond-Debenture Trading Fund (the "Fund") that the Board has appointed MBIA Capital Management Corp. as investment adviser to the Fund and approved an interim investment advisory agreement with MBIA Capital Management Corp. in connection with the resignation of 1838 Investment Advisors, LP as the Fund's investment adviser. In addition, the Fund has postponed its annual meeting of shareholders scheduled for June 13, 2005 in order to present a new investment advisory contract between the Fund and MBIA Capital Management Corp. to shareholders of the Fund for their approval. A copy of the press release issued by the Fund on June 10, 2005 is attached hereto as Exhibit 99.1. SECTION 9-FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibit 99.1 Press release dated June 10, 2005. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. 1838 BOND-DEBENTURE TRADING FUND Date: June 10, 2005 /s/ Daniel N. Mullen -------------------------------- Daniel N. Mullen, Secretary Exhibit Index Exhibit Number - ------- 99.1 Press release dated June 10, 2005 announcing the appointment of MBIA Capital Management Corp. as investment adviser to the Fund and the postponement of its annual meeting of shareholders in connection with the resignation of 1838 Investment Advisors, LP as investment adviser to the Fund. EX-99 2 ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 1838 BOND-DEBENTURE TRADING FUND ANNOUNCES THE APPOINTMENT OF MBIA CAPITAL MANAGEMENT CORP. AS INVESTMENT ADVISER AND POSTPONEMENT OF ANNUAL SHAREHOLDER MEETING FOR IMMEDIATE RELEASE KING OF PRUSSIA, PA (BUSINESS WIRE) - June 10, 2005 The Board of Directors of 1838 Bond-Debenture Trading Fund (NYSE: BDF) (the "Fund") announced that MBIA Capital Management Corp. ("MBIA Capital Management") has been appointed to serve as investment adviser to the Fund pursuant to an interim investment advisory agreement between the Fund and MBIA Capital Management (the "Interim Agreement") as a result of the resignation of 1838 Investment Advisors, LP as investment adviser to the Fund. The Board has also postponed the Fund's Annual Meeting of Shareholders previously scheduled to be held on June 13, 2005 until August 24, 2005 in order to provide shareholders with updated proxy materials. At the Annual Meeting, the Board will ask shareholders of the Fund to consider the approval of a new investment advisory agreement between the Fund and MBIA Capital Management (the "Proposed Agreement") in addition to the annual election of directors. The Board of Directors also announced a reduction in investment advisory fees to be paid under the Interim Agreement and the Proposed Agreement, if approved by shareholders, as follows (as an annual rate):
Old Advisory Fee New Advisory Fee - ------------------------------------------------------- -------------------------------------------------- 0.625% on the first $40 million of the Fund's month end 0.50% on the first $100 million of the Fund's month net assets; and 0.50% on the excess end net assets; and 0.40% on the excess
MBIA Capital Management previously served as sub-adviser to the Fund under a prior interim investment sub-advisory agreement with 1838 Investment Advisors, LP pursuant to which MBIA Capital Management was responsible for the day-to-day management of the Fund's investments. Under the Interim Agreement and Proposed Agreement, MBIA Capital Management will continue to manage the Fund's investments on a day-to-day basis, however, as investment adviser to the Fund, MBIA Capital Management will also be responsible for the overall management of the Fund. MBIA Capital Management will employ the same investment strategies in managing the Fund's assets, as a result, the Fund's portfolio of investments is not expected to change dramatically, nor is the Fund expected to experience an increase in portfolio turnover. MBIA Capital Management's team of investment professionals is headed by Clifford D. Corso, President of MBIA Capital Management. MBIA Capital Management, founded in 1993, provides fixed income management to a variety of institutional clients including corporations, governmental entities, employee benefit plans and registered investment companies. MBIA Capital Management currently has approximately $42 billion of assets under management. At a special meeting of the Board of Directors held on June 2, 2005, the Board of Directors of the Fund, including a majority of the Directors who are not "interested persons" as defined in the Investment Company Act of 1940, as amended (the "Act"), approved the selection of MBIA Capital Management as investment adviser to the Fund. The Board of Directors concluded that, in light of the resignation of 1838 Investment Advisors, LP and in consideration of several competing proposals, the approval of the Interim Agreement and the Proposed Agreement was in the best interests of the Fund's shareholders. The Interim Agreement will remain in effect until the earlier of the approval by Fund shareholders of the Proposed Agreement or October 31, 2005. Shareholders of the Fund will be asked to vote on the Proposed Agreement at the Annual Meeting of Shareholders which has been rescheduled to August 24, 2005. The Fund is a closed-end, diversified management investment company whose primary investment objective is to seek a high rate of return, primarily from interest income and trading activity gains, from investments principally consisting of debt securities. MBIA Capital Management is an indirect, wholly-owned subsidiary of MBIA, Inc. Shares of MBIA, Inc. are listed on the New York Stock Exchange, and trade under the symbol "MBI." CONTACT: DANIEL N. MULLEN, (484) 322-4300
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