-----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, DP5iSS4xGkGCaFEziGKrgfzEnhILNzMReUboINujAepbC94F3Mr9JdgQS5nlsLyP lxCIfgwvrAiv6QerBPM2eg== 0000938077-02-000014.txt : 20020503 0000938077-02-000014.hdr.sgml : 20020503 ACCESSION NUMBER: 0000938077-02-000014 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020503 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN GRENFELL 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: 02633182 BUSINESS ADDRESS: STREET 1: 885 THIRD AVE STE 1740 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122302600 MAIL ADDRESS: STREET 1: 885 THIRD AVE STREET 2: STE 1740 CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEEP DISCOUNT ADVISORS INC /NC/ CENTRAL INDEX KEY: 0000938077 IRS NUMBER: 561827546 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE WEST PACK SQU STREET 2: SUITE 777 CITY: ASHEVILLE STATE: NC ZIP: 28801 BUSINESS PHONE: 7042741863 MAIL ADDRESS: STREET 1: ONE WEST PACK SQUARE STREET 2: SUITE 777 CITY: ASHEVILLE STATE: NC ZIP: 28801 SC 13D 1 mgc13d502dda.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D TYPE: SC 13D SEQUENCE: 1 Securities and Exchange Commission Washington, D.C. 20549 ------------------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 SMALLCap Fund, Inc. - ----------------------------------------------------------------------- (Name of Issuer) Common Stock - ----------------------------------------------------------------------- (Title of Class of Securities) 831680103 - ----------------------------------------------------------------------- (CUSIP Number) Ronald G. Olin c/o Deep Discount Advisors, Inc. One West Pack Square, Suite 777 Asheville, NC 28801 (828) 255-4833 - ----------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 3, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ] CUSIP No.: 831680103 13D Page 2 - ---------------------- -------- ======================================================================== 1 NAME OF REPORTING PERSON S.S. OR I.R.S. ID NO. OF ABOVE PERSON Deep Discount Advisors, Inc. ======================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) [ ] OF A GROUP (b) [ ] ======================================================================== 3 SEC USE ONLY ======================================================================== 4 SOURCE OF FUNDS OO ======================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL [ ] PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ======================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION One West Pack Square, Suite 777 Asheville, NC 28801 ======================================================================== NUMBER OF | | SOLE VOTING POWER SHARES | 7 | 1781194 ======================================================================== BENEFICIALLY | | SHARED VOTING POWER 0 OWNED | 8 | ======================================================================== BY EACH | | SOLE DISPOSITIVE POWER 1781194 REPORTING | 9 | ======================================================================== PERSON | | SHARED DISPOSITIVE POWER 0 WITH | 10 | ======================================================================== 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1781194 ======================================================================= 12 CHECK IF THE AGGREGATE AMOUNT IN ROW [ ] (11) EXCLUDES CERTAIN SHARES ======================================================================= 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.0% ======================================================================= 14 TYPE OF REPORTING PERSON IA ====================================================================== CUSIP No.: 831680103 13D Page 3 - - --------------------- ---------- ======================================================================== 1 NAME OF REPORTING PERSON S.S. OR I.R.S. ID NO. OF ABOVE PERSON Ron Olin Investment Management Company ======================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) [ ] OF A GROUP (b) [ ] ======================================================================== 3 SEC USE ONLY ====================================================================== 4 SOURCE OF FUNDS OO ====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL [ ] PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION One West Pack Square, Suite 777 Asheville, NC 28801 ===================================================================== NUMBER OF | | SOLE VOTING POWER SHARES | 7 | 1530260 ===================================================================== BENEFICIALLY | | SHARED VOTING POWER 0 OWNED | 8 | ==================================================================== BY EACH | | SOLE DISPOSITIVE POWER 1530260 REPORTING | 9 | ===================================================================== PERSON | | SHARED DISPOSITIVE POWER 0 WITH | 10 | ====================================================================== 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1530260 ===================================================================== 12 CHECK IF THE AGGREGATE AMOUNT IN ROW [ ] (11) EXCLUDES CERTAIN SHARES ======================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.6% ======================================================================= 14 TYPE OF REPORTING PERSON IA ======================================================================== ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to the shares of Common Stock, par value $.01 per share (the "Common Stock"), of The SMALLCap Fund, Inc. (the"Issuer"), a corporation organized under the laws of the State of Maryland and registered as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). The principal executive offices of the Fund are located at One South Street, Baltimore, Maryland 21202, Telephone: (800)730-1313. ITEM 2. IDENTITY AND BACKGROUND (a) - (c) This Schedule 13D is being filed by Deep Discount Advisors, Inc. and Ron Olin Investment Management Company (the "Reporting Persons"), who are Registered Investment Advisors, One West Pack Square, Suite 777, Asheville, NC 28801. Additional information with respect to officers, directors, and general partners is set forth in the attached Exhibit A. (d) None (e) None (f) USA ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Investment funds ITEM 4. PURPOSE OF TRANSACTION The reporting person intends to be a passive holder of the securities of the issuer. As such, the securities of the issuer acquired and held by the reporting person were purchased in the ordinary course of business for investment purposes and not for the purpose of changing or influencing the control of the issuer of such securities. The securities were acquired with the intent to gain a diversified exposure to a portfolio of predominately small-cap securities selected and managed by an investment advisor skilled in that market sector. The reporting person is a long term investor that supports the continuation of the current investment objective of the issuer to invest in small-cap securities and the continued management of the existing investment advisor. Recent Federal filings indicate that a proxy contest will occur at the issuer's annual meeting scheduled for June 5, 2002. The reporting person is not a party to any solicitation associated with this contest, and as a passive investor in the issuer's shares, is not endorsing either proxy. Furthermore, the reporting person is not a Party to any contract, arrangement or understanding with any person with respect to any securities of the issuer. The reporting person wishes to maximize the long term value of its investment in the issuer's securities. Therefore, the reporting person will exercise its voting rights in a manner which it considers, in its own sole best judgment, to be in the best long-term interests of the issuer and its shareholders. As a passive investor, the reporting person has not, and will not, enter into any agreement, with any party or group, as to how it will exercise its voting rights at the issuer's upcoming annual meeting. The reporting person may also consider buying or selling shares of the issuer if, in the sole discretion of the reporting person, it is deemed advisable. As a passive investor, it is the intention of the reporting person to return to filing Schedule 13G's in the near future. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The Fund's definitive proxy materials, dated April 12, 2002, states that, as of April 1, 2002, there were 10,507,794 shares of Common Stock outstanding. The percentage set forth in this Item 5(a) was derived using such number. The Reporting Persons are the beneficial owners of 3,311,454 shares of Common Stock, which constitute approximately 31.5% of the outstanding shares of Common Stock. (b) Power to vote and to dispose of the securities resides with the Advisors. (c) During the last sixty days, the following shares of Common Stock were bought on the New York Stock Exchange: Date Number of Shares Bought Price Per Share - --------- -------------------------- --------------- 3/13/02 4100 11.3822 3/15/02 5500 11.5836 3/18/02 5100 11.65 3/18/02 2300 11.59 3/19/02 1200 11.65 3/21/02 3300 11.38 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None 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: May 3, 2002 Deep Discount Advisors, Inc. By: /s/ Ronald G. Olin ---------------------------- Name: Ronald G. Olin Title: President EXHIBIT A The business address for all individuals listed in this Exhibit A is One West Pack Square, Suite 777, Asheville, NC 28801. DIRECTORS AND/OR GENERAL PARTNERS Name and Address Principal Occupation - ----------------- -------------------- Ronald G. Olin Investment Advisor Sandra D. Olin Director Ralph D. McBride Attorney EXECUTIVE OFFICERS Name and Address Principal Occupation - ----------------- -------------------- Ronald G. Olin Investment Advisor SHAREHOLDERS WHO MAY BE DEEMED TO CONTROL THE ADVISORS. The following shareholders and/or partners may be deemed to control the Reporting Persons: Ronald G. Olin -----END PRIVACY-ENHANCED MESSAGE-----