-----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, AAYWo4csriNyoFdK83J+r8JhJubtDEXVYhqvdbaWT22nRQjF2h9zCYGMNcEDNsRP W0nye37qELQUi3G3KmBwZw== 0000931217-05-000034.txt : 20051109 0000931217-05-000034.hdr.sgml : 20051109 20051109165413 ACCESSION NUMBER: 0000931217-05-000034 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051109 DATE AS OF CHANGE: 20051109 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TCW CONVERTIBLE SECURITIES FUND INC CENTRAL INDEX KEY: 0000809559 IRS NUMBER: 930939398 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39192 FILM NUMBER: 051190728 BUSINESS ADDRESS: STREET 1: 865 S FIGUEROA ST STE 1800 CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2132440000 MAIL ADDRESS: STREET 1: 865 S. FIGUEROA STREET, STREET 2: SUITE 1800 CITY: LOSANGELES STATE: CA ZIP: 90017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRACE BROTHERS LTD CENTRAL INDEX KEY: 0000931217 IRS NUMBER: 363417056 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1560 SHERMAN AVE SUITE 900 CITY: EVANSTON STATE: IL ZIP: 60201 BUSINESS PHONE: 8477331230 MAIL ADDRESS: STREET 1: 1560 SHERMAN AVE SUITE 900 CITY: EVANSTON STATE: IL ZIP: 60201 SC 13D 1 cvt3d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 TCW Convertible Securities Fund, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 872340104 (CUSIP Number) Jerald A. Trannel 290 South County Farm Road, Third Floor Wheaton, Illinois 60187-4526 Telephone: (630) 588-7200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 9, 2005 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 Schedule 13D CUSIP No. 630079101 Page 2 of 13 Pages 1. Names of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons Grace Brothers, Ltd. 2. Check the Appropriate Box if a Member of a Group (See instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See instructions) OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Illinois Limited Partnership 7 Sole Voting Power Number of 0 Shares 8 Shared Voting Power Beneficially 1,141,200 shares Owned by Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 1,141,200 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,141,200 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 2.4% 14. Type of Reporting Person (See instructions) PN 3 Schedule 13D CUSIP No. 630079101 Page 3 of 13 Pages 1. Names of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons Bradford T. Whitmore 2. Check the Appropriate Box if a Member of a Group (See instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See instructions) OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization United States 7 Sole Voting Power Number of 0 shares Shares Beneficially 8 Shared Voting Power Owned by 1,141,200 shares Each Reporting 9 Sole Dispositive Power Person 0 shares With 10 Shared Dispositive Power 1,141,200 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,141,200 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 2.4% 14. Type of Reporting Person (See instructions) IN 4 Schedule 13D CUSIP No. 630079101 Page 4 of 13 Pages 1. Names of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons Spurgeon Corporation 2. Check the Appropriate Box if a Member of a Group (See instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See instructions) OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Illinois Corporation 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned by 1,141,200 shares Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 1,141,200 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,141,200 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 2.4% 14. Type of Reporting Person (See instructions) CO 5 Page 5 of 13 Pages Item 1. Security and Issuer This Schedule 13D relates to the Common Stock (the "Common Stock") issued by TCW Convertible Securities Fund, Ltd., an Investment Advisor (the "Company"), whose principal executive offices are located at 865 South Figueroa Street, Los Angeles, CA 90017. Item 2. Identity and Background (a) The statement is filed by Grace Brothers, Ltd., an Illinois limited partnership ("Grace"), Bradford T. Whitmore ("Whitmore") and Spurgeon Corporation ("Spurgeon") (the "Filers"). Whitmore and Spurgeon are the general partners of Grace. (b) The business address of Grace and Whitmore is 1560 Sherman Avenue, Suite 900, Evanston, Illinois 60201. The business address of Spurgeon is 290 South County Farm Road, Third Floor, Wheaton, Illinois 60187. (c) The principal business of Grace is to purchase, sell, invest, and trade in securities. Whitmore's principal occupation is that of being a general partner of Grace. The principal business of Spurgeon is that of being a general partner of Grace. The names, business addresses, and present principal occupation or employment of each director and executive officer of Spurgeon are set forth in Exhibit A hereto. (d) None of the persons referred to in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the persons referred to in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. (f) Grace is an Illinois limited partnership and Spurgeon is an Illinois corporation. Whitmore is a citizen of the United States. 7 Page 7 of 13 Pages Item 3. Source and Amount of Funds The Common Stock beneficially owned by the Filers was purchased with working capital and partnership funds. Item 4. Purpose of Transaction. On November 9, 2005, Grace sent a letter to the Board of Directors of the Company regarding the Company's annual proxy statement filed for the annual meeting scheduled for September 29, 2005. See Exhibit B. At the September 29 meeting, it was adjourned until November 1, due to the fact that the Company did not receive sufficient votes to amend various of the Fund's investment restrictions, objectives and policies, as well as to amend the Fund's investment management agreement. On November 2, the Company issued a press release stating that at the November 1 meeting, shareholders had approved those amendments relating to the Fund's investment restrictions, objectives and policies. However, the final proposal for shareholder vote, that of amending the Fund's investment management agreement with TCW Investment Management Company ("TCW") (the current investment advisor to the Fund), was not approved by the shareholders. As a result, the Company, yet again, adjourned the annual meeting until November 18 in order to allow the continued solicitation of shareholders to gain approval of this final proposal. This proposal being pushed by the Company, which continued solicitation expenses are being paid by us, the shareholders, would result in the granting of additional fees to TCW at the expense of the shareholders. The logic provided by the Company's Board, of which each member has recommended that we, the shareholders approve, is as follows: The Fund has decided that it can produce better results if it is able to lever up the Fund, by issuing securities senior to our common stock, or by borrowing money. However, as a result of this fundraising, it now has more money to invest, and therefore should be paid more fees. Therefore, they want us to approve an amendment to the investment management agreement to base fees on total assets managed, and not just the equity in the Fund. First of all, levering up the Fund will not necessarily produce better results for the common shareholders. It will amplify the results; if basic performance is good, it will make it better, and if basic performance is bad, it will make it worse. If the investment advisor decides that it wants to lever the fund, that's a choice it can make (as a result of the approval of amendments at the November 1 meeting). But, again, it's their choice. To pay them more in fees just because they decide to borrow money, at their sole discretion, is wrong. They should always be working to provide good results for us, and if they determine that that involves borrowing, so be it. To pay them more of our money as a results of this voluntary levering on their part is something we would never support, and therefore we are voting against this proposal. 8 Page 8 of 13 Pages The purpose of the acquisition of shares of Common Stock is for investment; the acquisition was made in the ordinary course of Grace's business and was not made for the purpose of acquiring control of the Company. Except as set forth herein, the Filers have no plans or proposals which relate to, or would result in, any of the matters referred to in Paragraphs (a) through (j), inclusive, of Item 4 of the Schedule 13D. The Filers may, at any time and from time to time, review or reconsider their investment in the Company and formulate plans or proposals with respect thereto, but have no present intention of doing so. Item 5. Interest in Securities of the Issuer (a) Grace beneficially owns 1,141,200 shares of Common Stock, representing approximately 2.4% of the outstanding shares of Common Stock. As general partner of Grace, Spurgeon may be deemed the beneficial owner of 1,141,200 shares of Common Stock, or 2.4% of the outstanding shares of Common Stock, although they otherwise disclaim beneficial ownership. As general partner of Grace, Whitmore may be deemed the beneficial owner of 1,141,200 shares of Common Stock, or 2.4% of the outstanding shares of Common Stock. (b) Grace: shared voting power (with Whitmore and Spurgeon) 1,141,200 Shares of Common Stock; Whitmore: shared voting power (with Grace and Spurgeon) 1,141,200 Shares of Common Stock; and Spurgeon: shared voting power (with Grace and Whitmore) 1,141,200 Shares of Common Stock; and 9 Page 9 of 13 Pages (c) Transactions in the Company's Common Stock effected by the Filer during the past 60 days are set forth in Schedule A. (d) No person other than the Filers is known to have the right to receive, or the power to direct the receipt of, dividends from or the proceeds from the sale of the Shares. (e) N/A Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer There are no contracts, arrangements, understandings or other relationships with respect to any securities of the Company. Item 7. Items to be Filed as Exhibits Exhibit A - Directors and Executive Officers of Spurgeon Corporation Exhibit B - Letter to the Directors of TCW Convertible Securities Fund, Inc. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement with respect to it is true, complete and correct. Dated: November 9, 2005 Grace Brothers, Ltd. By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Its: General Partner Bradford T. Whitmore By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Spurgeon Corporation By: /s/ Jerald A. Trannel Name: Jerald A. Trannel Its: Vice President 10 Page 10 of 13 Pages SCHEDULE A TRADE ACTIVITY FOR TCW CONVERTIBLE SECURITIES FUND, INC. EFFECTED BY GRACE BROTHERS, LTD. FOR THE PREVIOUS 60 DAYS.
Amount of Price per Date Security Shares Purchased Share 10/25/2005 Common Stock 200 $4.84 10/26/2005 Common Stock 2,000 $4.82 10/31/2005 Common Stock 600 $4.85 10/31/2005 Common Stock 2,000 $4.86 10/31/2005 Common Stock 4,000 $4.87 10/31/2005 Common Stock 100 $4.90 10/31/2005 Common Stock 1,000 $4.91 10/31/2005 Common Stock 8,000 $4.93 10/31/2005 Common Stock 2,100 $4.89 11/02/2005 Common Stock 2,000 $4.80 11/02/2005 Common Stock 3,600 $4.83 11/02/2005 Common Stock 1,400 $4.84 11/02/2005 Common Stock 4,600 $4.85 11/03/2005 Common Stock 400 $4.90 11/03/2005 Common Stock 1,900 $4.93 11/03/2005 Common Stock 2,900 $4.94 11/03/2005 Common Stock 6,700 $4.95 11/03/2005 Common Stock 5,000 $4.92 11/04/2005 Common Stock 200 $4.90 11/04/2005 Common Stock 2,400 $4.91 11/04/2005 Common Stock 4,800 $4.92 11/07/2005 Common Stock 1,600 $4.90 11/07/2005 Common Stock 3,900 $4.92 11/08/2005 Common Stock 2,700 $4.93
Exhibit A Directors and Officers of Spurgeon Corporation Judith M. Van Kampen 290 South County Farm Road 3rd Floor Wheaton, IL 60187 Director of Spurgeon. Trustee of Judith M. Van Kampen Trust which is Manager of Van Kampen Asset Management Company, LLC. 11 Page 11 of 13 Pages Karla M. Van Kampen-Pierre 290 South County Farm Road 3rd Floor Wheaton, IL 60187 Director of Spurgeon. Trustee of Judith M. Van Kampen Trust which is Manager of Van Kampen Asset Management Company, LLC. David Wisen 120 Washington St. Grand Haven, MI 49417-0070 Director and President of Spurgeon. President of Van Kampen Asset Management Company, LLC. Jerald A. Trannel 290 South County Farm Road Third Floor Wheaton, IL 60187 Vice President and Treasurer of Spurgeon. Controller of Grace Brothers, Ltd. and Senior Vice President and Treasurer of Van Kampen Asset Management Company, LLC. Gregory M. White 290 South County Farm Road Third Floor Wheaton, IL 60187 Secretary of Spurgeon. Secretary of Van Kampen Asset Management Company, LLC. All are United States Citizens. The Business address of Van Kampen Asset Management Company, LLC is 290 South County Farm Road, Third Floor, Wheaton, IL 60187. The principal business of Van Kampen Asset Management Company, LLC is investment and asset management. Exhibit B Letter to the Board of Directors of TCW Convertible Securities Fund, Inc. 12 Page 12 of 13 Pages November 8, 2005 The Directors of TCW Convertible Securities Fund, Inc. Samuel P. Bell, Richard W. Call, Matthew K. Fong, John Gavin, Patrick C. Haden, Charles A. Parker, Ernest O. Ellison, Robert G. Sims 865 South Figueroa Street Los Angeles, CA 90017 Gentlemen: We are holders of in excess of 1.1 million shares of the TCW Convertible Securities Fund, Inc. ("CVT"). We may be your largest shareholder. As such, we were very interested in your annual proxy statement filed for the annual meeting scheduled for September 29, 2005. As holders, we have experienced the dismal return which CVT has provided to its shareholders, both on a net asset value as well as a market value basis. As we're sure you are well aware, the trading discount to net asset value is a true indication of how shareholders feel about the prospects your investment advisor has provided and will provide if left to continue with the management of the fund. The current market discount to net asset value conveys a STRONG dislike for the performance your chosen investment advisor has provided. To put it in perspective, the market discount to NAV implies that your advisor provides a NEGATIVE value of 9 percent of the funds net asset value, or approximately $23 million. As you are of course aware, that negative value would immediately go away, and inure to the benefit of the CVT shareholders, if you would either open-end the fund, or liquidate the fund. Obviously, you will never recommend either of those, as doing so would significantly reduce the fees you get from us upon an open-ending, with its corresponding reduction of assets under management (due to redemptions), or would cause the fees to totally disappear in the case of a liquidation of the fund. The proxy dealt with a number of issues, such as borrowing by the Fund, issuing senior securities, expanding the type of securities in which the Fund may invest, allowing for the purchase or sale of call options, and PROVIDING THAT FEES PAID UNDER THE MANAGEMENT AGREEMENT WILL BE BASED ON ALL MANAGED ASSETS. This last request, which you've ALL recommended that we vote for, is truly remarkable. 13 Page 13 of 13 Pages First of all, you want shareholders to allow you to issue securities senior to our common stock, and/or borrow money to support leveraging up our equity. Leveraging, of course, is a double-edged sword. If the return provided by the incremental investment made as a result of additional borrowing is lower than the cost of the borrowing, then this activity actually lowers the return to the common shareholders. Of course, it could go the other way: an incremental return in excess of the cost of borrowing would enhance the return to the common shareholders. In this way, one could argue that leveraging can be either a good thing or a bad thing, depending on the incremental return on investment vs. the incremental cost of funds. However, an unambiguously negative proposition for shareholders is your proposal that FEES BE PAID BASED ON ALL MANAGED ASSETS, BOTH UNLEVERED AND LEVERED. THIS IS AKIN TO GIVING THE MANAGEMENT COMPANY A CHECK MADE OUT TO THEM, AND LETTING THEM JUST FILL IN HOW MUCH OF OUR PROPERTY THEY WANT TO TAKE FROM US. IT IS WRONG, AND YOU, AS OUR FIDUCIARIES, KNOW BETTER. IF YOU ARE TRULY LOOKING OUT FOR OUR INTEREST, HOW CAN YOU PROPOSE THAT THE FUND BE ABLE TO LEVERAGE UP ITS BALANCE SHEET, AND THEN USE THAT TO ARRIVE AT THE CONCLUSION THAT "IT WOULD NOT BE APPROPRIATE TO TAKE ACTIONS THAT INCREASE ASSETS WHICH THE ADVISOR IS OBLIGED BY THE AGREEMENT TO MANAGE WITHOUT PROVIDING PROPORTIONAL ADDITIONAL COMPENSATION" (proxy: page 16). It is absurd to modify the Fund's investment restrictions to ALLOW the management company to lever up the balance sheet (an action with uncertain results for shareholders), and then conclude that now that they have more work to do, they should get paid more (unambiguously negative for shareholders). No one is making them lever up the balance sheet. It's their choice. But I can tell you with certainty that if they get more money by levering it up, lever they will. YOU ARE PROVIDING YET ANOTHER WAY FOR THE ADVISORS TO TAKE MONEY OUT OF OUR ASSET BASE. WORSE, THESE ARE THE SAME ADVISORS WHO HAVE BEEN MIS-MANAGING THE FUND'S ASSETS FOR QUITE SOME TIME, RESULTING IN UNDER-PERFORMANCE BOTH ON A NET ASSET BASIS AS WELL AS A MARKET VALUE BASIS. Obviously, I'm not the only shareholder who shares this view. Clearly, your decision to adjourn the annual meeting YET AGAIN until November 18th to "provide additional time to solicit the necessary votes to approve a fourth proposal...to provide that fees paid under the Agreement be based on all managed assets" indicates that you aren't getting your desired support for this change. It is such a waste of money to continue to have Georgeson Shareholder Communications, Inc.("Georgeson") attempt to convince shareholders to support this proposal JUST SO THE MANAGER CAN TAKE MORE OF OUR MONEY. (As the proxy states, Georgeson has been retained by the Fund.) YOU ARE TAKING MONEY OUT OF OUR FUND TO PAY GEORGESON TO SPEND TIME TRYING TO CONVINCE SHAREHOLDERS TO ALLOW THE MANAGER TO TAKE MORE OF OUR MONEY. IS THAT WHAT YOUR FIDUCIARY DUTY IS ALL ABOUT? ONE TRULY HAS TO WONDER WHERE YOUR LOYALTIES LIE. SHAME ON YOU. Sincerely, Bradford T. Whitmore General Partner
-----END PRIVACY-ENHANCED MESSAGE-----