-----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, LHvyHJ5g+x6MHotfFc2tGPaNRrDOjN3wk2LJRQV3V8I6CMRYtLUlLamB95RUbT1s Nt9/KcSUpHc/r/6J+luVbA== 0000938077-03-000032.txt : 20030516 0000938077-03-000032.hdr.sgml : 20030516 20030516112436 ACCESSION NUMBER: 0000938077-03-000032 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030516 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39284 FILM NUMBER: 03707632 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/A 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/A 1 mgc13d6.txt SCHEDULE 13 D/A TYPE: SC 13D/A SEQUENCE: 1 Securities and Exchange Commission Washington, D.C. 20549 ------------------------------- SCHEDULE 13D/A 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) 255-4832 - ----------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 15, 2003 - ----------------------------------------------------------------------- (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/A, 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 | 0 ======================================================================== BENEFICIALLY | | SHARED VOTING POWER 1978412 OWNED | 8 | ======================================================================== BY EACH | | SOLE DISPOSITIVE POWER 0 REPORTING | 9 | ======================================================================== PERSON | | SHARED DISPOSITIVE POWER 1978412 WITH | 10 | ======================================================================== 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1978412 ======================================================================= 12 CHECK IF THE AGGREGATE AMOUNT IN ROW [ ] (11) EXCLUDES CERTAIN SHARES ======================================================================= 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.0% ======================================================================= 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 | 0 ===================================================================== BENEFICIALLY | | SHARED VOTING POWER 1746054 OWNED | 8 | ==================================================================== BY EACH | | SOLE DISPOSITIVE POWER 0 REPORTING | 9 | ===================================================================== PERSON | | SHARED DISPOSITIVE POWER 1746054 WITH | 10 | ====================================================================== 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1746054 ===================================================================== 12 CHECK IF THE AGGREGATE AMOUNT IN ROW [ ] (11) EXCLUDES CERTAIN SHARES ======================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.6% ======================================================================= 14 TYPE OF REPORTING PERSON IA ======================================================================== ITEM 1. SECURITY AND ISSUER This Schedule 13D/A 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/A 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. (d) None (e) None (f) USA ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Investment funds ITEM 4. PURPOSE OF TRANSACTION No change except for addition of the following: In a press release dated May 15, 2003 the Board of the SMALLCap Fund, Inc. (the Fund) indicated it had formed a committee to attempt to communicate with Ron Olin as soon as possible to understand his desires and concerns regarding immediate actions that he felt could be taken by the Fund to realize net asset value for shareholders. Mr. Olin has agreed to meet with the Board's Select Committee and work with them and the rest of the Board in the interests of all shareholders, subject only to two reasonable ground rules: (1) that he ultimately be permitted to present his proposal to the full Board and receive an "up or down" vote, and (2) that he be permitted prior review of public statements and characterizations by the Fund relating to discussions with him. A copy of Mr. Olin's response to the Fund is attached to this filing as "Exhibit A." ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The Fund's definitive proxy materials, dated March 14, 2003 states that, as of March 13,2003, there were 9,903,194 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 3,724,466 shares of Common Stock, which constitute approximately 37.6% of the outstanding shares of Common Stock. (b) Power to vote and to dispose of the securities resides with the Advisors and their clients. (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 - --------- -------------------------- --------------- 4/07/03 6500 7.99 4/11/03 5100 7.70 4/11/03 600 7.69 4/11/03 6500 7.70 4/15/03 1200 7.81 4/16/03 1000 7.81 4/23/03 7100 7.96 4/24/03 6900 7.9472 4/25/03 3100 7.91 4/28/03 12700 8.0282 4/28/03 5300 8.13 4/28/03 2600 8.14 4/30/03 300 8.1033 5/01/03 932 8.12 5/02/03 3700 8.25 5/05/03 1000 8.267 5/06/03 2800 8.3821 5/07/03 5800 8.4283 5/09/03 3700 8.44 5/09/03 3000 8.45 5/12/03 5000 8.45 5/12/03 2600 8.44 5/13/03 1000 8.45 5/15/03 2500 8.50 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A, Attached Letter to Board of Directors 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 16, 2003 Deep Discount Advisors, Inc. By: /s/ Ronald G. Olin ---------------------------- Name: Ronald G. Olin Title: President EXHIBIT A Deep Discount Advisors, Inc. 1 West Pack Square, Suite 777 Asheville, NC 28803 Ph: 828-274-1863 The Board of Directors May 16, 2003 The SMALLCap Fund, Inc. One South Street Baltimore, Maryland 21202 Re: Board Request for Meeting to Discuss NAV Alternatives Dear Sirs and Madam: In a press release dated May 15, 2003 the Board of the SMALLCap Fund, Inc. (The Fund) indicated it had formed a committee consisting of Andrew Strauss, Glenn Wilcox, and Richard Wood (the Select Committee) to attempt to communicate with me as soon as possible to understand my desires and concerns regarding immediate actions that could be taken by the Fund to realize net asset value for shareholders. If this is really a sincere attempt to address shareholder needs, I would be happy to cooperate. As expressed in my earlier communications with the Fund, I have taken exception to numerous misleading and/or factually incorrect characterizations of me, my motives, my proposals, and my actions that have been promulgated by the Fund in its proxy materials and press releases. The most recent example is the current May 15 press release in which it was claimed that my recent request for immediate Board action to realize net asset value for stockholders could not be undertaken without shareholder approval. This request, as expressed in my April 30 letter, was that the Board immediately announce a redemption offer (generally known as a "tender" offer) at NAV for at least 75% of the Fund's shares. In fact, such a redemption offer has actually occurred in the past, with only Board action and no prior shareholder approval. In 1998 the Scudder Spain and Portugal Fund (also a Maryland corporation) actually redeemed 77% of its shares at NAV pursuant to such an offer. To claim that such an action is not possible without prior shareholder approval is just plain wrong! A cynical reading of the Fund's press release might lead one to conclude that the current Board majority has no intention of actually delivering NAV and is using its offer to "communicate" with me regarding my proposal as "political cover" and/or "ammunition" in the current proxy contest. However, I am inclined to give the Board the benefit of the doubt, and agree to work with them in the interests of all shareholders, subject only to two reasonable ground rules: (1) That after meetings and discussions with the Select Committee, I will be permitted to attend the full Board meeting in person, present and discuss my proposal, and be present during an actual "up or down" vote of the Board on my proposal. (2) That I be allowed a prior review of any press release, solicitation material, or other publicly disseminated statements by the Fund regarding meetings with me, my proposal, or any related actions by me or the Board. Furthermore, that any disagreement I may have regarding any such statements by the Fund will be resolved by a majority vote of the Fund's Select Committee of Independent Directors. Communication such as the Fund is proposing with me needs to be "in person" if it is to be effective. Furthermore, it needs to be "free and open" and not guarded. To facilitate this, I will arrange to be in New York City and available the entire week of May 26-30, at my own expense, to meet in person, first with the Select Committee and then with the entire Board. In addition, in the interests of cooperation, I will agree to any reasonable modifications by the Fund to my previously provided indemnification agreement, to which the Fund had earlier objected as too "broad". If these reasonable safeguards are acceptable to the Fund, please document the Fund's agreement in writing, or preferably, by collaborating with me in a joint press release prepared by the Fund. I am looking forward to working with the Board for the joint benefit of all shareholders. Sincerely, Ronald G. Olin President, Deep Discount Advisors -----END PRIVACY-ENHANCED MESSAGE-----