For the three months ended March 31, 2009, the net asset value per Common Share decreased 11.2%, while the investment return to our stockholders declined by 11.8%. By comparison, our benchmark, the Standard & Poors 500 Stock Index (including income) decreased 10.9%. For the twelve months ended March 31, 2009, the return on the net asset value per Common Share was -46.9%, and the return to our stockholders was -50.5%; these compare with a return of -38.1% for the S&P 500. During each period, the discount at which our shares traded continued to fluctuate and on March 31, 2009, it was 18.0%. As set forth in the accompanying financial statements (unaudited), as of March 31, 2009, the net assets applicable to the Companys Common Stock were $598,882,291 equal to $18.73 per Common Share. The decrease in net assets resulting from operations for the three months ended March 31, 2009 was $74,894,708. During this period, the net realized gain on securities sold was $14,293,185, and the decrease in net unrealized appreciation was $87,852,357. Net investment income for the three months was $1,611,387, and distributions to Preferred Stockholders amounted to $2,946,923. During the three months, 94,363 shares of the Companys Preferred Stock were purchased at an average price of $22.45. Last years precipitous decline in equity values con- tinued into the second week of March. The market has rallied sharply since then, supported by data sug- gesting that the steep decline in the world economy is slowing, even if recovery has not yet begun. Our portfolio has participated fully in this move and, at this writing, has performed meaningfully better than our benchmark. While the worst of the contraction, characterized by rising bankruptcies and foreclosures, may be behind us, the recovery, when it comes, is likely to be muted. Personal consumption, which makes up 70% of U.S. gross domestic product, may well be subdued owing to the erosion of wealth represented by home equity and marketable securities. Credit creation, mean- while, could be constrained because of the damaged condition of financial institutions in general, and money center banks in particular. |
The specter of inflation, and its effect on interest rates and the value of the dollar, remains an important con- cern. The governments aggressive policy response to the recession, in the form of unprecedented levels of fiscal and monetary stimulus, while salutary in the near term, must be managed carefully, since these measures are historically associated with inflationary surges. We are saddened to report that Joseph T. Stewart, Jr., our esteemed colleague and Lead Independent Director, died on April 2, 2009. Mr. Stewart also served as a trustee of the Foundation of the University of Medicine and Dentistry of New Jersey, a member of the Advisory Council for the Marine Biological Laboratory, a member of the Board of Advisors of the United States Merchant Marine Academy, and a trustee for the United States Merchant Marine Academy Foundation. He served as a director of the Company for 22 years and as Lead Independent Director for the last two years. His counsel and support will be missed. We are pleased to report that Sidney R. Knafel, a member of the Board of Directors of the Company since 1994, has been appointed by his fellow inde- pendent directors to serve as the Companys Lead Independent Director, succeeding the late Joseph T. Stewart, Jr. The role of independent director was cre- ated two years ago when the offices of the Chairman and Chief Executive Officer were combined. Information about the Company, including our investment objectives, operating policies and procedures, investment results, record of dividend and distribution payments, financial reports and press releases, is on our website and has been updated through March 31, 2009. It can be accessed on the internet at www.generalamericaninvestors.com. By Order of the Board of Directors, GENERAL AMERICAN INVESTORS COMPANY, INC. Spencer Davidson Chairman of the Board President and Chief Executive Officer April 15, 2009 |
ASSETS | ||||
INVESTMENTS, AT VALUE (NOTE 1a) | ||||
Common stocks (cost $696,271,483) | $643,467,804 | |||
Corporate notes (cost $13,828,687) | 14,392,457 | |||
Money market fund (cost $137,245,121) | 137,245,121 | |||
Total investments (cost $847,345,291) |
795,105,382 | |||
CASH, RECEIVABLES AND OTHER ASSETS | ||||
Cash | $133,397 | |||
Receivable for securities sold | 462,347 | |||
Premiums deposited with brokers for options written | 220,528 | |||
Dividends, interest and other receivables | 2,150,728 | |||
Qualified pension plan asset, net excess funded (note 6) | 998,386 | |||
Prepaid expenses and other assets | 3,167,542 | 7,132,928 | ||
TOTAL ASSETS | 802,238,310 | |||
LIABILITIES | ||||
Payable for securities purchased | 236,933 | |||
Accrued preferred stock dividend not yet declared | 228,414 | |||
Outstanding options written, at value (premiums deposited with brokers $220,528) (note 1a) | 279,000 | |||
Accrued supplemental pension plan liability (note 6) | 3,226,140 | |||
Accrued supplemental thrift plan liability (note 6) | 1,426,682 | |||
Accrued expenses and other liabilities | 700,425 | |||
TOTAL LIABILITIES | 6,097,594 | |||
5.95% CUMULATIVE PREFERRED STOCK, SERIES B - | ||||
7,890,337 shares at a liquidation value of $25 per share (note 2) | 197,258,425 | |||
NET ASSETS APPLICABLE TO COMMON STOCK - 31,980,872 shares (note 2) | $598,882,291 | |||
NET ASSET VALUE PER COMMON SHARE | $18.73 | |||
NET ASSETS APPLICABLE TO COMMON STOCK | ||||
Common Stock, 31,980,872 shares at par value (note 2) | $31,980,872 | |||
Additional paid-in capital (note 2) | 608,569,060 | |||
Undistributed realized gain on investments | 14,276,269 | |||
Undistributed net investment income | 7,370,569 | |||
Accumulated other comprehensive income (note 6) | (7,838,173) | |||
Unallocated distributions on Preferred Stock | (3,177,925) | |||
Unrealized depreciation on investments and options | (52,298,381) | |||
NET ASSETS APPLICABLE TO COMMON STOCK | $598,882,291 | |||
(see notes to financial statements) |
INCOME | |||
Dividends | $3,435,029 | ||
Interest | 543,069 | $3,978,098 | |
EXPENSES | |||
Investment research | 1,016,465 | ||
Administration and operations | 670,322 | ||
Office space and general | 412,452 | ||
Miscellaneous taxes | 91,084 | ||
Directors fees and expenses | 84,658 | ||
Transfer agent, custodian and registrar fees and expenses | 34,020 | ||
Auditing and legal fees | 32,000 | ||
Stockholders meeting and reports | 25,710 | 2,366,711 | |
NET INVESTMENT INCOME | 1,611,387 | ||
REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED APPRECIATION ON INVESTMENTS (NOTES 1, 4 AND 5) | |||
Net realized gain on investments: | |||
Securities transactions (long-term, except for $56,054) | 14,168,151 | ||
Written option transactions | 125,034 | ||
14,293,185 | |||
Net decrease in unrealized appreciation | (87,852,357) | ||
NET LOSS ON INVESTMENTS | (73,559,172) | ||
DISTRIBUTIONS TO PREFERRED STOCKHOLDERS | (2,946,923) | ||
DECREASE IN NET ASSETS RESULTING FROM OPERATIONS | ($74,894,708) | ||
(see notes to financial statements) |
Three Months | |||
Ended | Year Ended | ||
March 31, 2009 | December 31, | ||
OPERATIONS | (Unaudited) | 2008 | |
Net investment income | $1,611,387 | $13,446,046 | |
Net realized gain on investments | 14,293,185 | 16,414,799 | |
Net decrease in unrealized appreciation | (87,852,357) | (523,757,542) | |
(71,947,785) | (493,896,697) | ||
Distributions to Preferred Stockholders: | |||
From net investment income | | (3,474,724) | |
From long-term capital gains | | (8,425,276) | |
Unallocated distributions | (2,946,923) | 387 | |
Decrease in net assets from Preferred distributions | (2,946,923) | (11,899,613) | |
DECREASE IN NET ASSETS RESULTING FROM OPERATIONS | (74,894,708) | (505,796,310) | |
OTHER COMPREHENSIVE INCOME (Adjustment to apply FAS 158; Note 6) | (1,061,564) | (7,885,172) | |
DISTRIBUTIONS TO COMMON STOCKHOLDERS | |||
From net investment income | | (6,024,428) | |
From long-term capital gains | | (14,620,307) | |
DECREASE IN NET ASSETS FROM COMMON DISTRIBUTIONS | | (20,644,735) | |
CAPITAL SHARE TRANSACTIONS (NOTE 2) | |||
Value of Common Shares issued in payment of dividends and distributions | | 7,928,339 | |
Cost of Common Shares purchased | | (1,986,688) | |
Benefit to Common Shareholders resulting from Preferred Shares purchased | 240,762 | 59,398 | |
INCREASE IN NET ASSETS - CAPITAL TRANSACTIONS | 240,762 | 6,001,049 | |
NET DECREASE IN NET ASSETS | (75,715,510) | (528,325,168) | |
NET ASSETS APPLICABLE TO COMMON STOCK | |||
BEGINNING OF PERIOD | 674,597,801 | 1,202,922,969 | |
END OF PERIOD (including undistributed net investment income of $7,370,569 and | |||
$5,759,182, respectively) | $598,882,291 | $674,597,801 | |
(see notes to financial statements) |
The following table shows per share operating performance data, total investment return, ratios and supplemental data for the three months ended March 31, 2009 and for each year in the five-year period ended December 31, 2008. This information has been derived from information contained in the financial statements and market price data for the Companys shares. |
Three Months | ||||||||||||
Ended | ||||||||||||
March 31, 2009 | Year Ended December 31, | |||||||||||
(Unaudited) | 2008 | 2007 | 2006 | 2005 | 2004 | |||||||
PER SHARE OPERATING PERFORMANCE | ||||||||||||
Net asset value, beginning of period | $21.09 | $38.10 | $40.54 | $39.00 | $35.49 | $33.11 | ||||||
Net investment income | .05 | .42 | .31 | .34 | .19 | .32 | ||||||
Net gain (loss) on investments - | ||||||||||||
realized and unrealized | (2.29) | (16.15) | 3.39 | 4.72 | 5.85 | 3.48 | ||||||
Other comprehensive income | (.03) | (.25) | .02 | .03 | | | ||||||
Distributions on Preferred Stock: | ||||||||||||
Dividends from net investment income | | (.11) | (.02) | (.04) | (.03) | (.09) | ||||||
Distributions from net short-term capital gains | | | (.03) | (.01) | (.08) | | ||||||
Distributions from net long-term capital gains | | (.27) | (.36) | (.36) | (.30) | (.32) | ||||||
Unallocated | (.09) | | | | | | ||||||
(.09) | (.38) | (.41) | (.41) | (.41) | (.41) | |||||||
Total from investment operations | (2.36) | (16.36) | 3.31 | 4.68 | 5.63 | 3.39 | ||||||
Distributions on Common Stock: | ||||||||||||
Dividends from net investment income | | (.19) | (.33) | (.29) | (.15) | (.23) | ||||||
Distributions from net short-term capital gains | | | (.38) | (.04) | (.44) | | ||||||
Distributions from net long-term capital gains | | (.46) | (5.04) | (2.81) | (1.53) | (.78) | ||||||
| (.65) | (5.75) | (3.14) | (2.12) | (1.01) | |||||||
Net asset value, end of period | $18.73 | $21.09 | $38.10 | $40.54 | $39.00 | $35.49 | ||||||
Per share market value, end of period | $15.35 | $17.40 | $34.70 | $37.12 | $34.54 | $31.32 | ||||||
TOTAL INVESTMENT RETURN - Stockholder | ||||||||||||
return, based on market price per share | (11.79)%* | (48.20)% | 8.72% | 16.78% | 17.40% | 8.79% | ||||||
RATIOS AND SUPPLEMENTAL DATA | ||||||||||||
Net assets applicable to Common Stock, | ||||||||||||
end of period (000s omitted) | $598,882 | $674,598 | $1,202,923 | $1,199,453 | $1,132,942 | $1,036,393 | ||||||
Ratio of expenses to average net assets | ||||||||||||
applicable to Common Stock | 1.57%** | 0.87% | 1.11% | 1.06% | 1.25% | 1.15% | ||||||
Ratio of net income to average net assets | ||||||||||||
applicable to Common Stock | 1.06%** | 1.31% | 0.78% | 0.86% | 0.51% | 0.94% | ||||||
Portfolio turnover rate | 2.97%* | 25.52% | 31.91% | 19.10% | 20.41% | 16.71% | ||||||
PREFERRED STOCK | ||||||||||||
Liquidation value, end of period (000s omitted) | $197,258 | $199,617 | $200,000 | $200,000 | $200,000 | $200,000 | ||||||
Asset coverage | 404% | 438% | 701% | 700% | 666% | 618% | ||||||
Liquidation preference per share | $25.00 | $25.00 | $25.00 | $25.00 | $25.00 | $25.00 | ||||||
Market value per share | $23.35 | $21.90 | $21.99 | $24.44 | $24.07 | $24.97 | ||||||
*Not annualized | ||||||||||||
**Annualized |
Value | ||||
Shares | COMMON AND PREFERRED STOCKS | (note 1a) | ||
AEROSPACE/DEFENSE (4.5%) | ||||
300,000 | The Boeing Company | $10,674,000 | ||
418,700 | Textron Inc. | 2,403,338 | ||
325,000 | United Technologies Corporation | 13,968,500 | ||
(COST $62,253,609) | 27,045,838 | |||
BUILDING AND REAL ESTATE (2.0%) | ||||
1,875,862 | CEMEX, S.A. de C.V. ADR (a) | (COST $24,456,722) | 11,724,138 | |
COMMUNICATIONS AND INFORMATION SERVICES (11.8%) | ||||
960,000 | Cisco Systems, Inc. (a) | 16,099,200 | ||
374,100 | Lamar Advertising Company Class A (a) | 3,647,475 | ||
128,000 | Leap Wireless International, Inc. (a) | 4,463,360 | ||
1,110,000 | MetroPCS Communications, Inc. (a) | 18,958,800 | ||
700,000 | QUALCOMM Incorporated | 27,237,000 | ||
(COST $78,628,368) | 70,405,835 | |||
COMPUTER SOFTWARE AND SYSTEMS (10.7%) | ||||
1,480,000 | Dell Inc. (a) | 14,030,400 | ||
570,000 | Microsoft Corporation | 10,470,900 | ||
415,100 | NetEase.com, Inc. (a) | 11,145,435 | ||
67,100 | Nintendo Co., Ltd. | 19,390,503 | ||
565,000 | Teradata Corporation (a) | 9,164,300 | ||
(COST $90,893,352) | 64,201,538 | |||
CONSUMER PRODUCTS AND SERVICES (11.4%) | ||||
350,000 | Diageo plc ADR | 15,662,500 | ||
375,000 | Heineken N. V. | 10,393,343 | ||
466,100 | Hewitt Associates, Inc. Class A (a) | 13,871,136 | ||
450,000 | Nestle S.A. | 15,117,340 | ||
255,000 | PepsiCo, Inc. | 13,127,400 | ||
(COST $76,814,235) | 68,171,719 | |||
ENVIRONMENTAL CONTROL (INCLUDING SERVICES) (5.4%) | ||||
949,000 | Republic Services, Inc. | 16,275,350 | ||
630,000 | Waste Management, Inc. | 16,128,000 | ||
(COST $38,960,134) | 32,403,350 | |||
FINANCE AND INSURANCE (20.4%) | ||||
BANKING (1.3%) | ||||
165,000 | M&T Bank Corporation | (COST $841,131) | 7,464,600 | |
INSURANCE (15.5%) | ||||
175,000 | The Allstate Corporation | 3,351,250 | ||
300,000 | Arch Capital Group Ltd. (a) | 16,158,000 | ||
440,000 | AXIS Capital Holdings Limited | 9,917,600 | ||
140 | Berkshire Hathaway Inc. Class A (a) | 12,138,000 | ||
250,000 | Everest Re Group, Ltd. | 17,700,000 | ||
375,000 | Fidelity National Financial, Inc. | 7,316,250 | ||
280,000 | MetLife, Inc. | 6,375,600 | ||
275,000 | PartnerRe Ltd. | 17,069,250 | ||
83,000 | Transatlantic Holdings, Inc. | 2,960,610 | ||
(COST $58,136,852) | 92,986,560 | |||
OTHER (3.6%) | ||||
425,000 | American Express Company | 5,792,750 | ||
1,666,667 | Epoch Holding Corporation | 11,450,002 | ||
517,500 | Nelnet, Inc. (a) | 4,574,700 | ||
(COST $34,130,107) | 21,817,452 | |||
(COST $93,108,090) | 122,268,612 |
Value | ||||
Shares | COMMON AND PREFERRED STOCKS (continued) | (note 1a) | ||
HEALTH CARE / PHARMACEUTICALS (1.5%) | ||||
70,500 | Cougar Biotechnology, Inc. (a) | $2,270,100 | ||
529,900 | Cytokinetics, Incorporated (a) | 900,830 | ||
119,500 | Gilead Sciences, Inc. (a) | 5,535,240 | ||
(COST $9,569,639) | 8,706,170 | |||
MACHINERY AND EQUIPMENT (2.8%) | ||||
1,200,000 | ABB Ltd. ADR | (COST $13,364,456) | 16,728,000 | |
MISCELLANEOUS (3.1%) | ||||
Other (b) | (COST $27,104,643) | 18,528,730 | ||
OIL AND NATURAL GAS (INCLUDING SERVICES) (12.1%) | ||||
459,800 | Apache Corporation | 29,468,582 | ||
800,000 | Halliburton Company | 12,376,000 | ||
250,000 | McDermott International, Inc. (a) | 3,347,500 | ||
500,000 | Patterson-UTI Energy, Inc. | 4,480,000 | ||
2,050,000 | Weatherford International Ltd. (a) | 22,693,500 | ||
(COST $74,054,171) | 72,365,582 | |||
RETAIL TRADE (17.6%) | ||||
575,000 | Costco Wholesale Corporation | 26,634,000 | ||
333,100 | Target Corporation | 11,455,309 | ||
1,675,000 | The TJX Companies, Inc. (c) | 42,947,000 | ||
470,000 | Wal-Mart Stores, Inc. | 24,487,000 | ||
(COST $54,015,566) | 105,523,309 | |||
SEMICONDUCTORS (2.0%) | ||||
700,000 | ASML Holding N.V. | (COST $16,353,612) | 12,257,000 | |
TECHNOLOGY (1.4%) | ||||
1,900,000 | Xerox Corporation | (COST $25,689,854) | 8,645,000 | |
TRANSPORTATION (0.8%) | ||||
236,100 | Alexander & Baldwin, Inc. | (COST $11,005,032) | 4,492,983 | |
TOTAL COMMON AND PREFERRED STOCKS (107.5%) | (COST $696,271,483) | 643,467,804 | ||
Principal Amount | CORPORATE DEBT | |||
MISCELLANEOUS (2.4%) | ||||
Other (b) (e) | (COST $13,828,687) | 14,392,457 | ||
Shares | SHORT-TERM SECURITY AND OTHER ASSETS | |||
137,245,121 | SSgA Prime Money Market Fund (22.9%) | (COST $137,245,121) | 137,245,121 | |
TOTAL INVESTMENTS (e) (132.8%) | (COST $847,345,291) | 795,105,382 | ||
Cash, receivables and other assets less liabilities (0.1%) | 1,035,334 | |||
PREFERRED STOCK (-32.9%) | (197,258,425) | |||
NET ASSETS APPLICABLE TO COMMON STOCK (100%) | $598,882,291 |
(a) | Non-income producing security. |
(b) | Securities which have been held for less than one year, not previously disclosed, and not restricted. |
(c) | 400,000 shares held by custodian in a segregated custodial account as collateral for short positions and options, if any. |
(d) | At March 31, 2009: (1) the cost of investments for Federal income tax purposes was the same as the cost for financial reporting purposes, (2) aggregate gross unrealized appreciation was $148,408,417, (3) aggregate gross unrealized depreciation was $200,648,326, and (4) net unrealized depreciation was $52,239,909. |
(e) | Level 2 fair value measurement, note 8. |
(see notes to financial statements) |
Contracts | Value | ||||
(100 shares each) COMMON STOCK/EXPIRATION DATE/EXERCISE PRICE | (note 1a) | ||||
CALL OPTION | |||||
COMPUTER SOFTWARE & SYSTEMS | |||||
900 | NetEase.com, Inc./May 09/$25.00 | (PREMIUM DEPOSITED WITH BROKER $220,528) | $279,000 |
The diversification of the Companys net assets applicable to its Common Stock by industry group as of March 31, 2009 and 2008 is shown in the following table. |
PERCENT COMMON NET ASSETS* | ||||||||
INDUSTRY CATEGORY | COST(000) | VALUE(000) | 2009 | 2008 | ||||
Finance and Insurance | ||||||||
Banking | $841 | $7,465 | 1.3% | 3.6% | ||||
Insurance | 58,137 | 92,987 | 15.5 | 16.7 | ||||
Other | 34,130 | 21,817 | 3.6 | 2.9 | ||||
93,108 | 122,269 | 20.4 | 23.2 | |||||
Retail Trade | 54,016 | 105,523 | 17.6 | 14.5 | ||||
Oil and Natural Gas (Including Services) | 74,054 | 72,365 | 12.1 | 18.6 | ||||
Communications and Information Services | 78,628 | 70,406 | 11.8 | 6.1 | ||||
Consumer Products and Services | 76,814 | 68,172 | 11.4 | 10.7 | ||||
Computer Software and Systems | 90,893 | 64,202 | 10.7 | 10.0 | ||||
Miscellaneous** | 40,933 | 32,921 | 5.5 | 5.2 | ||||
Environmental Control (Including Services) | 38,960 | 32,403 | 5.4 | 4.3 | ||||
Aerospace/Defense | 62,254 | 27,046 | 4.5 | 4.9 | ||||
Machinery and Equipment | 13,364 | 16,728 | 2.8 | 2.3 | ||||
Building and Real Estate | 24,457 | 11,724 | 2.0 | 5.1 | ||||
Semiconductors | 16,354 | 12,257 | 2.0 | | ||||
Health Care/Pharmaceuticals | 9,570 | 8,706 | 1.5 | 3.3 | ||||
Technology | 25,690 | 8,645 | 1.4 | 2.6 | ||||
Transportation | 11,005 | 4,493 | 0.8 | 0.9 | ||||
Metals | | | | 1.6 | ||||
710,100 | 657,860 | 109.9 | 113.3 | |||||
Short-Term Security | 137,245 | 137,245 | 22.9 | 3.7 | ||||
Total Investments | $847,345 | 795,105 | 132.8 | 117.0 | ||||
Other Assets and Liabilities - Net | 1,035 | 0.1 | 0.5 | |||||
Preferred Stock | (197,258) | (32.9) | (17.5) | |||||
Net Assets Applicable to Common Stock | $598,882 | 100.0% | 100.0% |
* | Net Assets applicable to the Companys Common Stock. |
** | Securities which have been held for less than one year, not previously disclosed, and not restricted. |
INCREASES | SHARES TRANSACTED | SHARES HELD |
ADDITIONS | ||
The Allstate Corporation | 75,000 | 175,000 |
American Express Company | 25,000 | 425,000 |
Leap Wireless International, Inc. | 60,000 | 128,000 |
MetLife, Inc. | 45,000 | 280,000 |
Nestle S.A. | 25,000 | 450,000 |
DECREASES | ||
ELIMINATION | ||
Genentech, Inc. | 200,000 | |
REDUCTIONS | ||
Berkshire Hathaway Inc. Class A | 10 | 140 |
Fidelity National Financial, Inc. | 425,000 | 375,000 |
M&T Bank Corporation | 30,000 | 165,000 |
MetroPCS Communications, Inc. | 290,000 | 1,110,000 |
Nelnet, Inc. | 32,500 | 517,500 |
NetEase.com, Inc. | 30,000 | 415,100 |
PartnerRe Ltd. | 10,000 | 275,000 |
(a) Excludes transactions in Common and Preferred Stocks - Miscellaneous - Other.
(See notes to financial statements)
1. SIGNIFICANT ACCOUNTING POLICIES - General American Investors Company, Inc. (the Company), established in 1927, is registered under the Investment Company Act of 1940 as a closed-end, diversified management investment company. It is internally managed by its officers under the direction of the Board of Directors. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
a. SECURITY VALUATION Equity securities traded on a national securities exchange are valued at the last reported sales price on the last |
2. CAPITAL STOCK AND DIVIDEND DISTRIBUTIONS - The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock, $1.00 par value, and 10,000,000 shares of Preferred Stock, $1.00 par value. With respect to the Common Stock, 31,980,872 shares were issued and outstanding, and 8,000,000 Preferred Shares were originally issued and 7,890,337 were outstanding on March 31, 2009. On September 24, 2003, the Company issued and sold 8,000,000 shares of its 5.95% Cumulative Preferred Stock, Series B in an underwritten offering. The Preferred Shares were noncallable for the 5 year period ended September 24, 2008 and have a liquidation preference of $25.00 per share plus an amount equal to accumulated and unpaid dividends to the date of redemption. On December 10, 2008, the Board of Directors authorized the repurchase of 1 million Preferred Shares in the open market at prices below $25.00 per share. A total of 94,363 Preferred Shares were repurchased at an average cost per share of $22.45 during the three month period ended March 31, 2009. The average discount of $2.55 per Preferred Share, $240,762 in aggregate, was credited to additional paid-in capital of the Common Stock. |
2. CAPITAL STOCK - (Continued from bottom of previous page.) The Company is required to allocate distributions from long-term capital gains and other types of income proportionately among holders of shares of Common Stock and Preferred Stock. To the extent that dividends on the shares of Preferred Stock are not paid from long-term capital gains, they will be paid from ordinary income or net short-term capital gains or will represent a return of capital. Under the Investment Company Act of 1940, the Company is required to maintain an asset coverage of at least 200% of the Preferred Stock. In addition, pursuant to the Rating Agency Guidelines, the Company is required to maintain a certain discounted asset coverage for its portfolio that equals or exceeds the Basic Maintenance Amount under the guidelines established by Moodys Investors Service, Inc. The Company has met these requirements since the issuance of the Preferred Stock. If the Company fails to meet these requirements in the future and does not cure such failure, the Company may be required to redeem, in whole or in part, shares of Preferred Stock at a redemption price of $25.00 per share plus accumulated and unpaid dividends (whether or not earned or declared). In addition, the Companys failure to meet the foregoing asset coverage requirements could restrict its ability to pay dividends on shares of Common Stock and could lead to sales of portfolio securities at inopportune times. The holders of Preferred Stock have voting rights equivalent to those of the holders of Common Stock (one vote per share) and, generally, vote together with the holders of Common Stock as a single class. At all times, holders of Preferred Stock will elect two members of the Companys Board of Directors and the holders of Preferred and Common Stock, voting as a single class, will elect the remaining directors. If the Company fails to pay dividends on the Preferred Stock in an amount equal to two full years dividends, the holders of Preferred Stock will have the right to elect a majority of the directors. In addition, the Investment Company Act of 1940 requires that approval of the holders of a majority of any outstanding Preferred Shares, voting separately as a class, would be required to (a) adopt any plan of reorganization that would adversely affect the Preferred Stock and (b) take any action requiring a vote of security holders, including, among other things, changes in the Companys subclassification as a closed-end investment company or changes in its fundamental investment policies. The Company classifies its Preferred Stock pursuant to the requirements of EITF D-98, Classification and Measurement of Redeemable Securities, which require that preferred stock for which its redemption is outside of the companys control should be presented outside of net assets in the statement of assets and liabilities. There were no transactions in Common Stock for the three months ended March 31, 2009. Transactions in Common Stock for the year ended December 31, 2008 were as follows: |
Shares | Amount | |||
2008 | 2008 | |||
Shares issued in payment of dividends and distributions | ||||
(includes 103,047 shares issued from treasury) | 509,861 | $509,861 | ||
Increase in paid-in capital | 7,418,478 | |||
Total increase | 7,928,339 | |||
Shares purchased (at an average discount from NAV of 19.8%) | 102,047 | (102,047) | ||
Decrease in paid-in capital | (1,884,641) | |||
Total decrease | (1,986,688) | |||
Net increase | $5,941,651 | |||
Distributions for tax and book purposes are substantially the same. |
3. OFFICERS COMPENSATION - The aggregate compensation paid and accrued by the Company during the three months ended March 31, 2009 to its officers (identified on back cover) amounted to $1,107,250. 4. PURCHASES AND SALES OF SECURITIES - Purchases and sales of securities (other than short-term securities and options) for the three months ended March 31, 2009 amounted to $20,168,748 and $44,487,955. 5. WRITTEN OPTIONS - Transactions in written covered call options during the three months ended March 31, 2009 was as follows: |
Covered Call | ||||
Contracts | Premiums | |||
Options written and outstanding, March 31, 2009 | 900 | $220,528 |
6. BENEFIT PLANS - The Company has funded (Qualified) and unfunded (Supplemental) noncontributory defined benefit pension plans that cover its employees. The plans provide defined benefits based on years of service and final average salary with an offset for a portion of social security covered compensation. The components of the net periodic benefit cost (income) of the plans for the three months ended March 31, 2009 were: |
Service cost | $82,188 | |
Interest cost | 189,919 | |
Expected return on plan assets | (241,954) | |
Amortization of prior service cost | 6,731 | |
Recognized net actuarial loss (gain) | 80,523 | |
Net periodic benefit cost (income) | $117,407 |
The Company also has funded and unfunded defined contribution thrift plans that are available to its employees. The aggregate cost of such |
7. OPERATING LEASE COMMITMENT - In June 2007, the Company entered into an operating lease agreement for office space which expires in February 2018 and provides for future rental payments in the aggregate amount of approximately $10,755,000, net of construction credits. The lease agreement contains clauses whereby the Company receives free rent for a specified number of months and credit towards construction of office improvements, and incurs escalations annually relating to operating costs and real property taxes and to annual rent charges begin- ning in February 2013. The Company has the option to renew the lease after February 2018 for five years at market rates. Rental expense approximated $269,400 for the three months ended March 31, 2009. Minimum rental commitments under the operating lease are approximately $1,075,000 per annum in 2010 through 2012, $1,183,000 in 2013 through 2017, and $99,000 in 2018. 8. FAIR VALUE MEASUREMENTS - Various data inputs are used in determining the value of the Companys investments. These inputs are sum- marized in a hierarchy consisting of the three broad levels listed below: Level 1 - quoted prices in active markets for identical securities (including money market funds which are valued using amortized cost and which transact at net asset value, typically $1 per share), Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.), and Level 3 - significant unobservable inputs (including the Companys own assumptions in determining the fair value of investments). The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the Companys net assets as of March 31, 2009: |
Valuation Inputs | Investments in Securities | Option Written | ||
Level 1 - Quoted prices | $780,712,925 | $279,000 | ||
Level 2 - Other significant observable inputs (see (e), page 7) | 14,392,457 | | ||
Level 3 - Unobservable inputs | | | ||
Total | $795,105,382 | $279,000 |
Purchases of the Companys Common Stock as set forth in Note 2 on page 10, may be made at such times, at such prices, in such amounts and in such manner as the Board of Directors may deem advisable. The policies and procedures used by the Company to determine how to vote proxies relating to portfolio securities and the Companys proxy voting record for the twelve-month period ended June 30, 2008 are available: (1) without charge, upon request, by calling us at our toll-free telephone number (1-800-436-8401), (2) on the Companys website at www.generalamericaninvestors.com and (3) on the Securities and Exchange Commissions website at www.sec.gov. In addition to distributing financial statements as of the end of each quarter, General American Investors files a Quarterly Schedule of Portfolio Holdings (Form N-Q) with the Securities and Exchange Commission (SEC) as of the end of the first and third calendar quarters. The Companys Forms N-Q are available at www.generalamericaninvestors.com and on the SECs website: www.sec.gov. Also, Forms N-Q may be reviewed and copied at the SECs Public Reference Room in Washington, DC. Information on the operation of the SECs Public Reference Room may be obtained by calling 1-800-SEC-0330. A copy of the Companys Form N-Q may also be obtained by calling us at 1-800-436-8401. On April 30, 2008, the Company submitted a CEO annual certification to the New York Stock Exchange (NYSE) on which the Companys principal executive officer certified that he was not aware, as of that date, of any violation by the Company of the NYSEs Corporate Governance listing standards. In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and related SEC rules, the Companys principal executive and principal financial officer made quarterly certifications, included in filings with the SEC on Forms N-CSR and N-Q relating to, among other things, the Companys disclosure controls and procedures and internal control over financial reporting, as applicable. |
DIRECTORS | ||
Spencer Davidson, Chairman | ||
Sidney R. Knafel, Lead Independent Director | ||
Arthur G. Altschul, Jr. | John D. Gordan, III | |
Rodney B. Berens | Daniel M. Neidich | |
Lewis B. Cullman | D. Ellen Shuman | |
Gerald M. Edelman | Raymond S. Troubh |
OFFICERS |
Spencer Davidson, President & Chief Executive Officer |
Andrew V. Vindigni, Senior Vice-President |
Sally A. Lynch, Vice-President |
Eugene S. Stark, Vice-President, Administration & |
Chief Compliance Officer |
Jesse R. Stuart, Vice-President |
Diane G. Radosti, Treasurer |
Carole Anne Clementi, Secretary |
Craig A. Grassi, Assistant Vice-President |
Maureen E. LoBello, Assistant Secretary |
SERVICE COMPANIES | ||
COUNSEL | TRANSFER AGENT AND REGISTRAR | |
Sullivan & Cromwell LLP | American Stock Transfer & Trust | |
INDEPENDENT AUDITORS | Company | |
Ernst & Young LLP | 59 Maiden Lane | |
New York, NY 10038 | ||
CUSTODIAN | 1-800-413-5499 | |
State Street Bank and | www.amstock.com | |
Trust Company |
RESULTS OF THE ANNUAL MEETING | ||||
OF STOCKHOLDERS | ||||
The votes cast by stockholders at the Companys annual meeting held | ||||
on April 15, 2009 were as follows: | ||||
FOR | WITHHELD | |||
Election of Directors: | ||||
Rodney B. Berens | 32,664,789 | 1,315,639 | ||
Lewis B. Cullman | 32,097,533 | 1,882,894 | ||
Spencer Davidson | 32,560,511 | 1,419,916 | ||
Gerald M. Edelman | 32,141,231 | 1,839,197 | ||
John D. Gordan, III | 32,431,871 | 1,548,557 | ||
Daniel M. Neidich | 31,060,403 | 2,920,025 | ||
D. Ellen Shuman | 32,622,116 | 1,358,312 | ||
Joseph T. Stewart, Jr. | 32,051,582 | 1,928,845 | ||
Raymond S. Troubh | 32,566,094 | 1,414,334 | ||
Elected by holders of Preferred Stock: | ||||
Arthur G. Altschul, Jr. | 7,078,070 | 313,961 | ||
Sidney R. Knafel | 7,085,173 | 306,858 |
Ratification of the selection of Ernst & Young LLP as auditors of the | ||||
Company for the year 2009: | ||||
For - 33,185,206; | Against - 567,100; | Abstain - 228,119 |
A Closed-End Investment Company listed on the New York Stock Exchange |
100 PARK AVENUE NEW YORK NY 10017 212-916-8400 1-800-436-8401 E-mail: InvestorRelations@gainv.com www.generalamericaninvestors.com |