-----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, OpQhtWHNNw7UXVf4QefIvmuDAoGlOWHs+lX1jYyD3MZLrAPXiSsK8kaiQdhCOyoQ AAqcOYulctU3mrnI1Lqddg== 0000950116-05-000186.txt : 20050118 0000950116-05-000186.hdr.sgml : 20050117 20050118085032 ACCESSION NUMBER: 0000950116-05-000186 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050114 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050118 DATE AS OF CHANGE: 20050118 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: 05532113 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) January 14, 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 Fund's investment adviser, 1838 Investment Advisors, LP has entered into an interim investment sub-advisory agreement with MBIA Capital Management Corp. in connection with the resignation of the Fund's portfolio manager from the Adviser. A copy of the press release issued by the Fund on January 14, 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 January 14, 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: January 14, 2005 /s/ W. Thacher Brown --------------------------------- W. Thacher Brown, Chairman Exhibit Index Exhibit Number ------- 99.1 Press release dated January 14, 2005 announcing the appointment of MBIA Capital Management Corp. as sub-adviser to the Fund in connection with the resignation of John H. Donaldson as portfolio manager of 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 SUB-ADVISER FOR IMMEDIATE RELEASE KING OF PRUSSIA, PA (BUSINESS WIRE) -- January 14, 2005 The Board of Directors of 1838 Bond-Debenture Trading Fund (NYSE: BDF) (the "Fund") today announced that the Fund's investment adviser, 1838 Investment Advisors, LP (the "Adviser") has entered into an interim investment sub-advisory agreement with MBIA Capital Management Corp. ("MBIA Capital Management") in connection with the pending departure of Mr. John H. Donaldson from the Adviser. The Board also announced the election of Ross K. Chapin as President of the Fund, Clifford D. Corso as Vice President of the Fund and Daniel N. Mullen as the Treasurer, Secretary and Chief Compliance Officer of the Fund. Mr. Donaldson had acted as the Fund's portfolio manager since 1988 and was employed by the Adviser, or its predecessors since 1988. The Adviser will continue to manage the Fund, however, effective January 14, 2005, the day-to-day management of the Fund's investments will be the responsibility of MBIA Capital Management's team of investment management professionals headed by Clifford D. Corso, President and head of fixed income trading for 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 $40 billion of assets under management. MBIA Capital Management will employ investment strategies that are substantially similar to those previously employed by Mr. Donaldson to manage the Fund. As a result, the Fund's portfolio of investments is not expected to change dramatically. Accordingly, the Fund is not expected to experience increased portfolio turnover due to the change in portfolio management. At a special meeting of the Board of Directors held on January 13, 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 interim investment sub-adviser to the Fund pursuant to an interim advisory agreement effective January 14, 2005 (the "Interim Agreement"). The Board of Directors concluded that, in light of the resignation of the portfolio manager, approval of the Interim 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 new investment advisory arrangements or June 13, 2005. The Board of Directors will consider any recommendation from the Adviser as well as other possible arrangements. If an investment advisory and/or sub-advisory agreements are approved by the Board of Directors and recommended to shareholders for their approval, it is expected that shareholders of the Fund will be asked to vote on such arrangements at the Annual Meeting of Shareholders to be held in May 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. The Fund is managed by 1838 Investment Advisors, LP, an affiliate of Orca Bay Partners. Orca Bay Partners was founded in 1998 and is a Seattle, Washington based private equity investment firm focused on investing in financial services companies. 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. -----END PRIVACY-ENHANCED MESSAGE-----