-----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, JaRqG+DVtMI2DZ3lgbxQ6YWjIA8YzQpkV1JJ1dlrjujUmr4rHI8waUJLUUJ+r3L6 DdyVwhyeRBcwCD5pdpPDLw== /in/edgar/work/0000736952-00-000015/0000736952-00-000015.txt : 20001013 0000736952-00-000015.hdr.sgml : 20001013 ACCESSION NUMBER: 0000736952-00-000015 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001012 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TUXIS CORP CENTRAL INDEX KEY: 0000736952 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 133196171 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-58553 FILM NUMBER: 739252 BUSINESS ADDRESS: STREET 1: 11 HANOVER SQ CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2127850900 MAIL ADDRESS: STREET 1: 11 HANOVER SQUARE CITY: NEW YORK STATE: NY ZIP: 10005 FORMER COMPANY: FORMER CONFORMED NAME: BULL & BEAR MUNICIPAL INCOME FUND INC DATE OF NAME CHANGE: 19961023 FORMER COMPANY: FORMER CONFORMED NAME: BULL & BEAR MUNICIPAL SECURITIES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TUXIS CORP CENTRAL INDEX KEY: 0000736952 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 133196171 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11 HANOVER SQ CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2127850900 MAIL ADDRESS: STREET 1: 11 HANOVER SQUARE CITY: NEW YORK STATE: NY ZIP: 10005 FORMER COMPANY: FORMER CONFORMED NAME: BULL & BEAR MUNICIPAL INCOME FUND INC DATE OF NAME CHANGE: 19961023 FORMER COMPANY: FORMER CONFORMED NAME: BULL & BEAR MUNICIPAL SECURITIES INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 0001.txt SCHEDULE 13D AMENDMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Tuxis Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 901 14 4 105 (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) September 30, 2000 (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. [ ] - -------------- |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) Investor Service Center, Inc. / 13-3321855 - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a 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) or 2(e) / / - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7 Sole Voting Power 47,205.486 Shares - -------------------------------------------------------------------------------- 8 Shared Voting Power 0 - -------------------------------------------------------------------------------- 9 Sole Dispositive Power 47,205.486 Shares - -------------------------------------------------------------------------------- 10 Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 47,205.486 Shares - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares / X / - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 5.66% - -------------------------------------------------------------------------------- 14 Type of Reporting Person BD - -------------------------------------------------------------------------------- - -------------- |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 - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds PF - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization USA - -------------------------------------------------------------------------------- 7 Sole Voting Power 4,232.679 Shares - -------------------------------------------------------------------------------- 8 Shared Voting Power 0 - -------------------------------------------------------------------------------- 9 Sole Dispositive Power 4,232.679 Shares - -------------------------------------------------------------------------------- 10 Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,232.679 Shares - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares /x / - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 0.51% - -------------------------------------------------------------------------------- 14 Type of Reporting Person IN - -------------------------------------------------------------------------------- ITEM 1 SECURITY AND ISSUER This Schedule 13D relates to the shares of Common Stock of Tuxis 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 - -------------------------------------- ---------------------------------------- Minja Fleer Vice President Leona Leung Treasurer Monica Pelaez Secretary 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 October 6, 2000, the Reporting Persons believe there are 834,448.860 shares of Common Stock outstanding. ISC is the beneficial owner of 47,205.486 shares of Common Stock, which constitutes approximately 5.66% of the outstanding shares of Common Stock. Bassett S. Winmill is the beneficial owner of 4,232.679 shares of Common Stock, which constitute approximately 0.51% 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 thes section 5(C) as filed on October 10,2000. During the last sixty days, the following transactions were effected in the common stock of the Issuer:
Where and How Number of Transaction Reporting Person Date Buy/Sell Shares Price Per Share Effected - ------------------ ------------------ -------------- ----------- ------------------- ------------------- ISC 9/29/00 Div. Rein. 1,381.432 11.61 Dividend Reinvestment Bassett S. Winmill 9/29/00 Div. Rein. 3.297 11.61 Dividend Reinvestment Bassett S. Winmill 9/29/00 Div. Rein. 120.000 11.625 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 investment manager of the Issuer. Pursuant to an investment management agreement, CEF acts 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 manages 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 receives an investment management fee, payable monthly, based on the average weekly net assets of the Issuer, at the annual rate of 0.60% of the $500 million, and 0.50% over $500 million. From time to time, CEF may reimburse all or part of this fee to improve the Issuer's yield and total return. CEF provides certain administrative services to the Issuer at cost. During the fiscal year ended December 31, 1999, the investment management fees payable by the Issuer to CEF were $70,569, representing 0.60% of its average daily net assets. 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 Minja Fleer 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 Russell E. Burke, III, David Stack, and Robert D. Anderson, 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. The issuer has the name Tuxis pursuant to a royalty free non-exclusive license from WCI. The license may be withdrawn by WCI at any time in its sole discretion. 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: October 11, 2000 INVESTOR SERVICE CENTER, INC. By: /s/ Monica Pelaez Name: Monica Pelaez Title: Secretary 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: October 11, 2000 By: /s/ Bassett S. Winmill Name: Bassett S. Winmill 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 Thomas B. Winmill and Robert D. Anderson. The directors of WCI are Robert D. Anderson, Charles A. Carroll, Edward G. Webb, Bassett S. Winmill, and Thomas B. Winmill. The directors of the Issuer are Bassett S. Winmill, Robert D. Anderson, Thomas B. Winmill, Russell E. Burke, III, and David Stack. Information relevant to each director of the Issuer 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 - -------------------------------------------------------------------------------- THOMAS B. WINMILL -- He is President, Chief Executive 1996 2001 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. 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 - -------------------------------------------------------------------------------- ROBERT D. ANDERSON -- He is Director of the Issuer, as well 1999 2000 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: MINJA FLEER, CPA - Chief Financial Officer and Vice President of the Issuer. She also is Chief Financial Officer and Vice President of the other investment companies in the Investment Company Complex, and CEF, ISC, and WCI. She is a member of the American Institute of Certified Public Accountants. She was born December 15, 1957. LEONA LEUNG - Treasurer and Chief Accounting Officer. She also is Treasurer and Chief Accounting Officer of the other investment companies in the Investment Company Complex, and Assistant Treasurer of the Investment Manager and its affiliates. Prior to 1996, she was a staff accountant at Mendelsohn Kary Bell & Natoli, P.C. She was born on August 24, 1971. 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 October 4, 2000 by each foregoing officer and/or director of the Issuer. Name of Officer or Director Number of Shares ----------------------------------------------------- Robert D. Anderson 200.000 Minja Fleer 0.000 Leona Leung 0.000 Monica Pelaez 0.000 Bassett S. Winmill 4,232.679 Thomas B. Winmill 23.371 -----END PRIVACY-ENHANCED MESSAGE-----