ITEM 1. REPORTS TO STOCKHOLDERS.
For the six months ended June 30, 2009, the net | Portfolio structure, interest rates and the dollar, | |
asset value per Common Share increased | among other concerns, largely depend on the infla- | |
8.5%, while the investment return to our stock- | tion/deflation debate. Aggressive monetary and fiscal | |
holders increased by 7.8%. By comparison, our | policies, with their attendant strength in commodities | |
benchmark, the Standard & Poors 500 Stock Index | and Treasury bond yields, support the inflation argu- | |
(including income) increased 3.2%. For the twelve | ment. However, rising unemployment, weak house | |
months ended June 30, 2009, the return on the net | prices, elevated levels of consumer debt and excess | |
asset value per Common Share was | manufacturing capacity suggest that deflation may be | |
negative by 35.2%, and the return to our stockholders | the greater threat. Should government stimulus be | |
decreased by 40.6%; these compare with a decline of | withdrawn prematurely, moreover, relapse into reces- | |
26.3% for the S&P 500. During each period, the dis- | sion could follow. If withdrawn too late, or not at all, | |
count at which our shares traded continued to fluctuate | the consequences for price stability and the dollar | |
and on June 30, 2009, it was 18.1%. | might well be adverse. | |
As set forth in the accompanying financial statements | ||
(unaudited), as of June 30, 2009, the net assets | Information about the Company, including our | |
applicable to the Companys Common Stock were | investment objectives, operating policies and | |
$732,059,359 equal to $22.89 per Common Share. | procedures, investment results, record of dividend | |
and distribution payments, financial reports and press | ||
The increase in net assets resulting from operations | releases, is on our website and has been updated | |
for the six months ended June 30, 2009 was | through June 30, 2009. It can be accessed on the | |
$56,351,375. During this period, the net realized | internet at www.generalamericaninvestors.com. | |
gain on securities sold was $6,877,321, and the | ||
increase in net unrealized appreciation was | By Order of the Board of Directors, | |
$51,643,875. Net investment income for the | ||
six months was $3,648,823, and distributions to | GENERAL AMERICAN INVESTORS COMPANY, INC | |
Preferred Stockholders amounted to $5,818,644. | Spencer Davidson | |
During the six months, 361,563 shares of the | Chairman of the Board | |
Companys Preferred Stock were purchased at an | President and Chief Executive Officer | |
average price of $23.54. | July 15, 2009 | |
The market rally that began in the second week of | ||
March continued through most of the second quarter | ||
of 2009. Premised on sustained economic recovery in | ||
the near future, the markets strength could dissipate | ||
should economic growth in the back half of the year | ||
lack vigor. |
Value | |||
Shares | COMMON AND PREFERRED STOCKS | (note 1a) | |
AEROSPACE/DEFENSE (4.6%) | |||
300,000 | The Boeing Company | $12,750,000 | |
418,700 | Textron Inc. | 4,044,642 | |
325,000 | United Technologies Corporation | 16,887,000 | |
(COST $62,253,609) | 33,681,642 | ||
BUILDING AND REAL ESTATE (2.4%) | |||
1,872,000 | CEMEX, S.A. de C.V. ADR (a) | (COST $24,109,388) | 17,484,480 |
COMMUNICATIONS AND INFORMATION SERVICES (9.8%) | |||
960,000 | Cisco Systems, Inc. (a) | 17,904,000 | |
224,100 | Lamar Advertising Company Class A (a) | 3,422,007 | |
128,000 | Leap Wireless International, Inc. (a) | 4,215,040 | |
1,110,000 | MetroPCS Communications, Inc. (a) | 14,774,100 | |
700,000 | QUALCOMM Incorporated | 31,640,000 | |
(COST $72,279,284) | 71,955,147 | ||
COMPUTER SOFTWARE AND SYSTEMS (10.4%) | |||
1,480,000 | Dell Inc. (a) | 20,320,400 | |
570,000 | Microsoft Corporation | 13,548,900 | |
295,100 | NetEase.com, Inc. (a) | 10,381,618 | |
67,100 | Nintendo Co., Ltd. | 18,630,727 | |
565,000 | Teradata Corporation (a) | 13,237,950 | |
(COST $88,075,780) | 76,119,595 | ||
CONSUMER PRODUCTS AND SERVICES (11.1%) | |||
350,000 | Diageo plc ADR | 20,037,500 | |
375,000 | Heineken N. V. | 14,184,754 | |
466,100 | Hewitt Associates, Inc. Class A (a) | 13,880,458 | |
450,000 | Nestle S.A. | 17,174,236 | |
285,000 | PepsiCo, Inc. | 15,663,600 | |
(COST $78,280,572) | 80,940,548 | ||
ENVIRONMENTAL CONTROL (INCLUDING SERVICES) (5.6%) | |||
949,000 | Republic Services, Inc. | 23,165,090 | |
630,000 | Waste Management, Inc. | 17,740,800 | |
(COST $38,960,134) | 40,905,890 | ||
FINANCE AND INSURANCE (20.2%) | |||
BANKING (1.1%) | |||
155,000 | M&T Bank Corporation | (COST $789,946) | 7,894,150 |
INSURANCE (14.8%) | |||
175,000 | The Allstate Corporation | 4,270,000 | |
315,000 | Arch Capital Group Ltd. (a) | 18,452,700 | |
350,000 | AXIS Capital Holdings Limited | 9,163,000 | |
140 | Berkshire Hathaway Inc. Class A (a) | 12,600,000 | |
250,000 | Everest Re Group, Ltd. | 17,892,500 | |
500,000 | Fidelity National Financial, Inc. | 6,765,000 | |
280,000 | MetLife, Inc. | 8,402,800 | |
275,000 | PartnerRe Ltd. | 17,861,250 | |
83,000 | Transatlantic Holdings, Inc. | 3,596,390 | |
235,000 | The Travelers Companies, Inc. | 9,644,400 | |
(COST $65,728,009) | 108,648,040 | ||
OTHER (4.3%) | |||
375,000 | American Express Company | 8,715,000 | |
1,666,667 | Epoch Holding Corporation | 14,400,003 | |
635,000 | Nelnet, Inc. (a) | 8,629,650 | |
(COST $31,822,434) | 31,744,653 | ||
(COST $98,340,389) | 148,286,843 |
Value | |||
Shares | COMMON AND PREFERRED STOCKS (continued) | (note 1a) | |
HEALTH CARE / PHARMACEUTICALS (4.0%) | |||
70,500 | Cougar Biotechnology, Inc. (a) | $3,028,680 | |
529,900 | Cytokinetics, Incorporated (a) | 1,499,617 | |
119,500 | Gilead Sciences, Inc. (a) | 5,597,380 | |
425,400 | Wyeth | 19,308,906 | |
(COST $28,140,990) | 29,434,583 | ||
MACHINERY AND EQUIPMENT (2.6%) | |||
1,200,000 | ABB Ltd. ADR | (COST $13,364,456) | 18,936,000 |
METAL (0.7%) | |||
200,000 | Alpha Natural Resources, Inc. (a) | (COST $11,589,075) | 5,254,000 |
MISCELLANEOUS (1.4%) | |||
Other (b) | (COST $10,095,966) | 10,263,344 | |
OIL AND NATURAL GAS (INCLUDING SERVICES) (13.7%) | |||
459,800 | Apache Corporation | 33,174,570 | |
100,000 | Devon Energy Corporation | 5,450,000 | |
800,000 | Halliburton Company | 16,560,000 | |
250,000 | McDermott International, Inc. (a) | 5,077,500 | |
2,050,000 | Weatherford International Ltd. (a) | 40,098,000 | |
(COST $71,655,084) | 100,360,070 | ||
RETAIL TRADE (15.8%) | |||
575,000 | Costco Wholesale Corporation | 26,323,500 | |
250,000 | Target Corporation | 9,867,500 | |
1,675,000 | The TJX Companies, Inc. | 52,695,500 | |
550,000 | Wal-Mart Stores, Inc. | 26,642,000 | |
(COST $52,835,965) | 115,528,500 | ||
SEMICONDUCTORS (2.1%) | |||
700,000 | ASML Holding N.V. | (COST $16,353,613) | 15,155,000 |
TECHNOLOGY (3.3%) | |||
750,000 | International Game Technology | 11,925,000 | |
1,900,000 | Xerox Corporation | 12,312,000 | |
(COST $34,368,474) | 24,237,000 | ||
TRANSPORTATION (0.8%) | |||
236,100 | Alexander & Baldwin, Inc. | (COST $11,005,032) | 5,534,184 |
TOTAL COMMON AND PREFERRED STOCKS (108.5%) | (COST $711,707,811) | 794,076,826 | |
CORPORATE DEBT | |||
MISCELLANEOUS (3.6%) | |||
Other (b) (c) | (COST $21,714,161) | 26,555,480 | |
Shares | SHORT-TERM SECURITY AND OTHER ASSETS | ||
100,970,429 | SSgA Prime Money Market Fund (13.8%) | (COST $100,970,429) | 100,970,429 |
TOTAL INVESTMENTS (d) (125.9%) | (COST $834,392,401) | 921,602,735 | |
Cash, receivables and other assets less liabilities (0.1%) | 1,035,049 | ||
PREFERRED STOCK (-26.0%) | (190,578,425) | ||
NET ASSETS APPLICABLE TO COMMON STOCK (100%) | $732,059,359 | ||
(a) Non-income producing security. | |||
(b) Securities which have been held for less than one year, not previously disclosed, and not restricted. | |||
(c) Level 2 fair value measurement, note 8. | |||
(d) At June 30, 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 $208,878,460, (3) aggregate gross unrealized depreciation was $121,668,126, and (4) net unrealized | |||
appreciation was $87,210,334. | |||
(see notes to financial statements) |
Contracts | Value | ||
(100 shares each) | COMMON STOCK/EXPIRATION DATE/EXERCISE PRICE | (note 1a) | |
CALL OPTIONS | |||
COMPUTER SOFTWARE AND SYSTEMS | |||
200 | NetEase.com, Inc./July 09/$38.00 | $7,000 | |
130 | NetEase.com, Inc./August 09/$38.00 | 18,200 | |
TOTAL CALL OPTIONS | (PREMIUMS DEPOSITED WITH BROKERS $60,995) | 25,200 | |
PUT OPTION | |||
AGRICULTURAL | |||
250 | Monsanto Company/July 09/$80.00 | (PREMIUMS DEPOSITED WITH BROKERS $104,222) | 152,500 |
TOTAL CALL AND PUT OPTIONS | (PREMIUMS DEPOSITED WITH BROKERS $165,217) | $177,700 |
The diversification of the Companys net assets applicable to its Common Stock by industry group as of June 30, 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 | $790 | $7,894 | 1.1% | 2.5% | ||||
Insurance | 65,728 | 108,648 | 14.8 | 13.5 | ||||
Other | 31,822 | 31,745 | 4.3 | 3.8 | ||||
98,340 | 148,287 | 20.2 | 19.8 | |||||
Retail Trade | 52,836 | 115,528 | 15.8 | 13.3 | ||||
Oil and Natural Gas (Including Services) | 71,655 | 100,360 | 13.7 | 23.1 | ||||
Consumer Products and Services | 78,281 | 80,940 | 11.1 | 9.7 | ||||
Computer Software and Systems | 88,076 | 76,120 | 10.4 | 13.1 | ||||
Communications and Information Services | 72,279 | 71,955 | 9.8 | 7.6 | ||||
Environmental Control (Including Services) | 38,960 | 40,906 | 5.6 | 4.6 | ||||
Miscellaneous** | 31,810 | 36,819 | 5.0 | 4.1 | ||||
Aerospace/Defense | 62,254 | 33,682 | 4.6 | 6.0 | ||||
Health Care/Pharmaceuticals | 28,141 | 29,435 | 4.0 | 3.5 | ||||
Technology | 34,369 | 24,237 | 3.3 | 2.3 | ||||
Machinery and Equipment | 13,364 | 18,936 | 2.6 | 2.5 | ||||
Building and Real Estate | 24,109 | 17,484 | 2.4 | 5.0 | ||||
Semiconductors | 16,354 | 15,155 | 2.1 | | ||||
Transportation | 11,005 | 5,534 | 0.8 | 0.9 | ||||
Metals | 11,589 | 5,254 | 0.7 | 1.4 | ||||
733,422 | 820,632 | 112.1 | 116.9 | |||||
Short-Term Securities | 100,970 | 100,970 | 13.8 | 0.2 | ||||
Total Investments | $834,392 | 921,602 | 125.9 | 117.1 | ||||
Other Assets and Liabilities - Net | 1,035 | 0.1 | 0.4 | |||||
Preferred Stock | (190,578) | (26.0) | (17.5) | |||||
Net Assets Applicable to Common Stock | $732,059 | 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. | ||||||||
(see notes to financial statements) |
INCREASES | SHARES TRANSACTED | SHARES HELD | |
NEW POSITIONS | |||
Alpha Natural Resources, Inc. | | 200,000 (b) | |
Devon Energy Corporation | | 100,000 (b) | |
International Game Technology | 750,000 | 750,000 | |
The Travelers Companies, Inc. | | 235,000 (b) | |
Wyeth | 425,400 | 425,400 | |
ADDITIONS | |||
Arch Capital Group Ltd. | 15,000 | 315,000 | |
Fidelity National Financial, Inc. | 125,000 | 500,000 | |
Nelnet, Inc. | 117,500 | 635,000 | |
PepsiCo, Inc. | 30,000 | 285,000 | |
Wal-Mart Stores, Inc. | 80,000 | 550,000 | |
DECREASES | |||
ELIMINATION | |||
Patterson-UTI Energy, Inc. | 500,000 | | |
REDUCTIONS | |||
American Express Company | 50,000 | 375,000 | |
AXIS Capital Holdings Limited | 90,000 | 350,000 | |
CEMEX, S.A. de C.V. ADR | 3,862 | 1,872,000 | |
Lamar Advertising Company Class A | 150,000 | 224,100 | |
M&T Bank Corporation | 10,000 | 155,000 | |
NetEase.com, Inc. | 120,000 | 295,100 | |
Target Corporation | 83,100 | 250,000 | |
(a) | Excludes transactions in Common and Preferred Stocks - Miscellaneous - Other. | ||
(b) | Shares purchased in prior period and previously carried under Common and Preferred Stocks - Miscellaneous - Other. | ||
(see notes to financial statements) |
ASSETS | |||
INVESTMENTS, AT VALUE (NOTE 1a) | |||
Common stocks (cost $711,707,811) | $794,076,826 | ||
Corporate debt (cost $21,714,161) | 26,555,480 | ||
Money market fund (cost $100,970,429) | 100,970,429 | ||
Total investments (cost $834,392,401) | 921,602,735 | ||
CASH, RECEIVABLES AND OTHER ASSETS | |||
Cash | $548,353 | ||
Receivable for securities sold | 982,339 | ||
Premiums deposited with brokers for options written | 165,217 | ||
Dividends, interest and other receivables | 1,504,639 | ||
Qualified pension plan asset, net excess funded (note 6) | 2,803,835 | ||
Prepaid expenses and other assets | 3,073,658 | 9,078,041 | |
TOTAL ASSETS | 930,680,776 | ||
LIABILITIES | |||
Payable for securities purchased | 1,252,958 | ||
Accrued preferred stock dividend not yet declared | 220,581 | ||
Outstanding options written, at value (premiums deposited with brokers $165,217) (note 1a) | 177,700 | ||
Accrued supplemental pension plan liability (note 6) | 3,257,101 | ||
Accrued supplemental thrift plan liability (note 6) | 1,895,298 | ||
Accrued expenses and other liabilities | 1,239,354 | ||
TOTAL LIABILITIES | 8,042,992 | ||
5.95% CUMULATIVE PREFERRED STOCK, SERIES B - | |||
7,623,137 shares at a liquidation value of $25 per share (note 2) | 190,578,425 | ||
NET ASSETS APPLICABLE TO COMMON STOCK - 31,980,872 shares (note 2) | $732,059,359 | ||
NET ASSET VALUE PER COMMON SHARE | $22.89 | ||
NET ASSETS APLICABLE TO COMMON STOCK | |||
Common Stock, 31,980,872 shares at par value (note 2) | $31,980,872 | ||
Additional paid-in capital (note 2) | 608,855,253 | ||
Undistributed realized gain on investments | 6,860,405 | ||
Undistributed net investment income | 9,408,005 | ||
Accumulated other comprehensive income (note 6) | (6,193,381) | ||
Unallocated distributions on Preferred Stock | (6,049,646) | ||
Unrealized appreciation on investments and options | 87,197,851 | ||
NET ASSETS APPLICABLE TO COMMON STOCK | $732,059,359 | ||
(see notes to financial statements) |
INCOME | |||
Dividends (net of foreign withholding taxes of $220,016) | $7,515,904 | ||
Interest | 1,366,444 | $8,882,348 | |
EXPENSES | |||
Investment research | 2,599,819 | ||
Administration and operations | 1,322,096 | ||
Office space and general | 829,808 | ||
Directors fees and expenses | 149,129 | ||
Miscellaneous taxes | 121,288 | ||
Auditing and legal fees | 91,000 | ||
Transfer agent, custodian and registrar fees and expenses | 60,782 | ||
Stockholders meeting and reports | 59,603 | 5,233,525 | |
NET INVESTMENT INCOME | 3,648,823 | ||
REALIZED GAIN AND CHANGE IN UNREALIZED APPRECIATION ON INVESTMENTS (NOTES 1, 4 AND 5) | |||
Net realized gain on investments: | |||
Securities transactions (long-term, except for $123,799) | 6,752,287 | ||
Written option transactions | 125,034 | ||
6,877,321 | |||
Net increase in unrealized appreciation: | |||
Securities | 51,656,358 | ||
Written options | (12,483) | ||
51,643,875 | |||
NET GAIN ON INVESTMENTS | 58,521,196 | ||
DISTRIBUTIONS TO PREFERRED STOCKHOLDERS | (5,818,644) | ||
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $56,351,375 |
Six Months Ended | Year Ended | ||
June 30, 2009 | December 31, | ||
OPERATIONS | (Unaudited) | 2008 | |
Net investment income | $3,648,823 | $13,446,046 | |
Net realized gain on investments | 6,877,321 | 16,414,799 | |
Net increase (decrease) in unrealized appreciation | 51,643,875 | (523,757,542) | |
62,170,019 | (493,896,697) | ||
Distributions to Preferred Stockholders: | |||
From net investment income | | (3,474,724) | |
From long-term capital gains | | (8,425,276) | |
Unallocated distributions | (5,818,644) | 387 | |
Decrease in net assets from Preferred distributions | (5,818,644) | (11,899,613) | |
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | 56,351,375 | (505,796,310) | |
OTHER COMPREHENSIVE INCOME (Adjustment to apply FAS 158; Note 6) | 583,228 | (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 | 526,955 | 59,398 | |
INCREASE IN NET ASSETS - CAPITAL TRANSACTIONS | 526,955 | 6,001,049 | |
NET INCREASE (DECREASE) IN NET ASSETS | 57,461,558 | (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 $9,408,005 and | |||
$5,759,182, respectively) | $732,059,359 | $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 six months ended June 30, 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. |
Six Months | |||||||||||
Ended | |||||||||||
June 30, 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 | .11 | .42 | .31 | .34 | .19 | .32 | |||||
Net gain (loss) on investments - | |||||||||||
realized and unrealized | 1.85 | (16.15) | 3.39 | 4.72 | 5.85 | 3.48 | |||||
Other comprehensive income | .02 | (.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 distribution | (.18) | | | | | | |||||
(.18) | (.38) | (.41) | (.41) | (.41) | (.41) | ||||||
Total from investment operations | 1.80 | (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 | $22.89 | $21.09 | $38.10 | $40.54 | $39.00 | $35.49 | |||||
Per share market value, end of period | $18.75 | $17.40 | $34.70 | $37.12 | $34.54 | $31.32 | |||||
TOTAL INVESTMENT RETURN - Stockholder | |||||||||||
return, based on market price per share | 7.76%* | (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) | $732,059 | $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 | 1.61%** | 0.87% | 1.11% | 1.06% | 1.25% | 1.15% | |||||
Ratio of net income to average net assets | |||||||||||
applicable to Common Stock | 1.12%** | 1.31% | 0.78% | 0.86% | 0.51% | 0.94% | |||||
Portfolio turnover rate | 9.30%* | 25.52% | 31.91% | 19.10% | 20.41% | 16.71% | |||||
PREFERRED STOCK | |||||||||||
Liquidation value, end of period (000s omitted) | $190,578 | $199,617 | $200,000 | $200,000 | $200,000 | $200,000 | |||||
Asset coverage | 484% | 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 | $24.00 | $21.90 | $21.99 | $24.44 | $24.07 | $24.97 | |||||
*Not annualized | |||||||||||
**Annualized |
1. SIGNIFICANT ACCOUNTING POLICIES - General American Investors Company, Inc. (the Company), established in 1927, is registered |
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 hold- ers 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 Moodys Investor Service, Inc. Rating Agency Guidelines, the Company is required to maintain a cer- tain discounted asset coverage for its portfolio that equals or exceeds a Basic Maintenance Amount. 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. In addition, failure to meet the foregoing asset coverage requirements could restrict the Companys 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, gen- erally, 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 six months ended June 30, 2009. Transactions in Common Stock for the year ended December 31, 2008 were as follows: |
Shares | Amount | ||
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 |
3. OFFICERS COMPENSATION - The aggregate compensation paid and accrued by the Company during the six months ended June 30, 2009 to its officers (identified on back cover) amounted to $2,214,500. 4. PURCHASES AND SALES OF SECURITIES - Purchases and sales of securities (other than short-term securities and options) for the six months ended June 30, 2009 amounted to $74,859,403 and $68,440,944. 5. WRITTEN OPTIONS - Transactions in written covered call and collateralized put options during the six months ended June 30, 2009 were as follows: |
Covered Calls | Collateralized Puts | ||||||
Contracts | Premiums | Contracts | Premiums | ||||
Options written | 1,530 | $341,881 | 250 | $104,222 | |||
Options exercised | (1,200) | (280,887) | | | |||
Options outstanding, June 30, 2009 | 330 | $60,994 | 250 | $104,222 |
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 por- tion of social security covered compensation. The components of the net periodic benefit cost (income) of the plans for the six months ended June 30, 2009 were: |
Service cost | $185,658 |
Interest cost | 387,880 |
Expected return on plan assets | (482,878) |
Amortization of prior service cost | 13,463 |
Recognized net actuarial loss | 176,926 |
Net periodic benefit cost | $281,049 |
The Company also has funded (qualified) and unfunded (supplemental) defined contribution thrift plans that are available to its employ- ees. The aggregate cost of such plans for the six months ended June 30, 2009 was ($490,408). The qualified thrift plan acquired 14,600 shares, sold 8,144 shares, and transferred out 152,418 shares of the Companys Common Stock during the six months ended June 30, 2009 and held 498,825 shares of the Companys Common Stock at June 30, 2009. The supplemental thrift plans unfunded liability at June 30, 2009 was $1,895,298. The Company applies the recognition provisions of Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards No. 158 Employers Accounting for Defined Benefit Pension and Other Postretirement Plans which requires employers to recognize the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in the Statement of Assets and Liabilities and to recognize changes in funded status in the year in which the changes occur through other comprehensive income. |
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 beginning in February 2013. The Company has the option to renew the lease after February 2018 for five years at market rates. Rental expense approximated $538,800 for the six months ended June 30, 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 summarized 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 June 30, 2009: |
Valuation Inputs | Investments in Securities | Options Written | ||
Level 1 - Quoted prices | $895,047,255 | $177,700 | ||
Level 2 - Other significant observable inputs (see (c), page 3) | 26,555,480 | | ||
Level 3 - Unobservable inputs | | | ||
Total | $921,602,735 | $177,700 |
9. SUBSEQUENT EVENTS - Subsequent events have been evaluated through July 28, 2009, the date the financial statements were available to be issued. There are no events to report subsequent to June 30, 2009. |
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, 2009 are available: (1) without charge, upon request, by calling us at our toll-free telephone num- ber (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, 2009, the Company submitted a CEO annual certification to the New York Stock Exchange (NYSE) on which the Companys prin- cipal executive officer certified that he was not aware, as of that date, of any violation by the Company of the NYSEs Corporate Governance list- ing 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 Company INDEPENDENT AUDITORS 59 Maiden Lane Ernst & Young LLP New York, NY 10038 CUSTODIAN 1-800-413-5499 State Street Bank and www.amstock.com Trust Company |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of GENERAL AMERICAN INVESTORS COMPANY, INC. We have reviewed the accompanying statement of assets and liabilities of General American Investors Company, Inc., including the statement of investments, as of June 30, 2009, and the related statements of operations and changes in net assets and financial highlights for the six-month period ended June 30, 2009. These financial statements and financial highlights are the responsibility of the Companys management. We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim finan- cial information consists principally of applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting mat- ters. It is substantially less in scope than an audit in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the interim financial statements referred to above for them to be in con- formity with accounting principles generally accepted in the United States. We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board, the statement of changes in net assets for the year ended December 31, 2008 and financial highlights for each of the five years in the period then ended and in our report, dated February 3, 2009 we expressed an unqualified opinion on such financial statements and financial highlights. New York, New York ERNST & YOUNG LLP July 28, 2009 |
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 |
ITEM 2. CODE OF ETHICS.
Not applicable to this semi-annual report.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable to this semi-annual report.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable to this semi-annual report.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable to this semi-annual report.
ITEM 6. SCHEDULE OF INVESTMENTS
The schedule of investments in securities of unaffiliated issuers is included as part of the report to stockholders filed under Item 1 of this form.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable to this semi-annual report.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to this semi-annual report.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
(a) General American Investors Company, Inc. Common Stock (GAM)
Period | (a) Total Number | (b) Average Price | (c) Total Number of Shares | (d) Maximum Number (or Approximate | |
2009 | of shares (or Units) | Paid per Share | (or Units) Purchased as Part | Dollar Value) of Shares (or Units) | |
Purchased | (or Unit) | of Publicly Announced Plans | that May Yet Be Purchased Under | ||
or Programs | the Plans or Programs | ||||
01/01-01/31 | - | - | - | 550,553 | |
02/01-02/28 | - | - | - | 550,553 | |
03/01-03/31 | - | - | - | 550,553 | |
04/01-04/30 | - | - | - | 550,553 | |
05/01-05/31 | - | - | - | 550,553 | |
06/01-06/30 | - | - | - | 550,553 | |
Total for year | 0 | 0 |
Note- The Board of Directors has authorized the repurchase of the registrant's common stock when the shares are trading at a discount from the underlying net asset value of at least 8%. This represents a continuation of the repurchase program which began in March 1995. As of the beginning of the period, January 1, 2009, there were 550,553 shares available for repurchase under such authorization. As of the end of the period, June 30, 2009, there were 550,553 shares available for repurchase under this program. |
(b) General American Investors Company, Inc. Preferred Stock (GAMpB)
Period | (a) Total Number | (b) Average Price | (c) Total Number of Shares | (d) Maximum Number (or Approximate | |
2008-2009 | of shares (or Units) | Paid per Share | (or Units) Purchased as Part | Dollar Value) of Shares (or Units) | |
Purchased | (or Unit) | of Publicly Announced Plans | that May Yet Be Purchased Under | ||
or Programs | the Plans or Programs | ||||
01/01-01/31 | 31,196 | 22.3174 | 31,196 | 953,504 | |
02/01-02/28 | 16,747 | 22.2395 | 16,747 | 936,757 | |
03/01-03/31 | 46,420 | 22.6121 | 46,420 | 890,337 | |
04/01-04/30 | 104,800 | 23.8872 | 104,800 | 785,537 | |
05/01-05/31 | 42,200 | 23.9841 | 42,200 | 743,337 | |
06/01-06/30 | 120,200 | 23.9459 | 120,200 | 623,137 | |
Total | 361,563 | 361,563 |
Note- The Board of Directors has authorized the repurchase of the registrant's preferred stock when the shares are trading at a price not in excess of $25.00 per share. This represents a repurchase program which began on December 10, 2008. As of the beginning of the period, January 1, 2009, there were 984,700 shares available for repurchase under such authorization. As of the end of the period, June 30, 2009, there were 623,137 shares available for repurchase under this program. |
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant's Board of Directors as set forth in the registrant's Proxy Statement, dated February 20, 2009.
ITEM 11. CONTROLS AND PROCEDURES.
Conclusions of principal officers concerning controls and procedures
(a) As of June 30, 2009, an evaluation was performed under the supervision and with the participation of the officers of General American Investors Company, Inc. (the "Registrant"), including the principal executive officer ("PEO") and principal financial officer ("PFO"), to assess the effectiveness of the Registrant's disclosure controls and procedures. Based on that evaluation, the Registrant's officers, including the PEO and PFO, concluded that, as of June 30, 2009, the Registrant's disclosure controls and procedures were reasonably designed so as to ensure: (1) that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Securities and Exchange Commission; and (2) that material information relating to the Registrant is made known to the PEO and PFO as appropriate to allow timely decisions regarding required disclosure.
(b) There have been no significant changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 (17 CFR 270.30a-3(d)) that occurred during the Registrant's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.
ITEM 12. EXHIBITS
(a)(1) The code of ethics disclosure required by Item 2 is not applicable to this semi-annual report.
(a)(2) Certifications of the principal executive officer and the principal financial officer pursuant to Rule 30a-2(a)under the Investment Company Act of 1940.
(a)(3) There were no written solicitations to purchase securities under Rule 23c-1 under the Investment Company Act of 1940 during the period covered by the report.
(b) Certifications of the principal executive officer and the principal financial officer, as required by Rule 30a-2(b) under the Investment Company Act of 1940.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
General American Investors Company, Inc.
By: /s/Eugene S. Stark
Eugene S. Stark
Vice-President, Administration
Date: August 3, 2009
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/Spencer Davidson
Spencer Davidson
Chairman, President and Chief Executive Officer (Principal Executive Officer)
Date: August 3, 2009
By: /s/Eugene S. Stark
Eugene S. Stark
Vice-President, Administration (Principal Financial Officer)
Date: August 3, 2009