UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-00041 --------------------------------------------- GENERAL AMERICAN INVESTORS COMPANY, INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 100 Park Avenue, 35th Floor, New York, New York 10017 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Eugene S. Stark General American Investors Company, Inc. 100 Park Avenue 35th Floor New York, New York 10017 (Name and address of agent for service) Copy to: John E. Baumgardner, Jr., Esq. Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 Registrant's telephone number, including area code: 212-916-8400 Date of fiscal year end: December 31 Date of reporting period: December 31, 2009 |
GENERAL AMERICAN INVESTORS COMPANY, INC. Established in 1927, the Company is a closed-end investment company listed on the New York Stock Exchange. Its objective is long-term capital appreciation through investment in companies with above average growth potential. |
FINANCIAL SUMMARY (unaudited) | ||
2009 | 2008 | |
Net assets applicable to Common Stock - | ||
December 31 | $864,323,372 | $674,597,801 |
Net investment income | 3,400,143 | 13,446,046 |
Net realized gain | 15,219,812 | 16,414,799 |
Net increase (decrease) in unrealized appreciation | 204,253,481 | (523,757,542) |
Distributions to Preferred Stockholders | (11,474,004) | (11,899,613) |
Per Common Share-December 31 | ||
Net asset value | $27.50 | $21.09 |
Market price | $23.46 | $17.40 |
Discount from net asset value | -14.7% | -17.5% |
Common Shares outstanding-Dec. 31 | 31,425,215 | 31,980,872 |
Common Stockholders of record-Dec. 31 | 3,689 | 3,806 |
Market price range* (high-low) | $24.21-$12.10 | $34.76-$13.01 |
Market volume-shares | 12,694,492 | 10,131,229 |
*Unadjusted for dividend payments. |
DIVIDEND SUMMARY (per share) (unaudited) | ||||||||||
Ordinary | Long-Term | Return of | ||||||||
Record Date | Payment Date | Income | Capital Gain | Capital | Total | |||||
Common Stock | ||||||||||
Nov. 13, 2009 | Dec. 28, 2009 | $.153697 | (a) | $.186135 | $.010168 | $.350000 | ||||
Total from 2009 earnings | ||||||||||
(a) Includes short-term gains in the amount of $.050416 per share. | ||||||||||
Nov. 14, 2008 | Dec. 26, 2008 | $.185594 | $.254406 | $.440000 | ||||||
Total from 2008 earnings | ||||||||||
Preferred Stock | ||||||||||
Mar. 6, 2009 | Mar. 24, 2009 | $.163303 | $.197768 | $.010804 | $.371875 | |||||
Jun. 8, 2009 | Jun. 24, 2009 | .163303 | .197768 | .010804 | .371875 | |||||
Sept. 8, 2009 | Sept. 24, 2009 | .163303 | .197768 | .010804 | .371875 | |||||
Dec. 7, 2009 | Dec. 24, 2009 | .163303 | .197768 | .010804 | .371875 | |||||
Total for 2009 | $.653212 | (b) | $.791072 | $.043216 | $1.487500 | |||||
(b) Includes short-term gains in the amount of $.21426756 per share ($.05356689 per quarter). | ||||||||||
Mar. 7, 2008 | Mar. 24, 2008 | $.108585 | $.263290 | $.371875 | ||||||
Jun. 6, 2008 | Jun. 24, 2008 | .108585 | .263290 | .371875 | ||||||
Sept. 8, 2008 | Sept. 24, 2008 | .108585 | .263290 | .371875 | ||||||
Dec. 8, 2008 | Dec. 24, 2008 | .108585 | .263290 | .371875 | ||||||
Total for 2008 | $.434340 | $1.053160 | $1.487500 |
General American Investors Company, Inc
100 Park Avenue, New York, NY 10017
(212) 916-8400 (800) 436-8401
E-mail: InvestorRelations@gainv.com
www.generalamericaninvestors.com
General American Investors net asset value (NAV) | Government intervention in the financial system has | |||||
per Common Share (assuming reinvestment of all | had its intended effect of stabilizing markets and gen- | |||||
dividends) increased 32.1% for the year ended | erally making funds available at record-low interest | |||||
December 31, 2009. The U.S. stock market was up | rates. While many of the most profligate have been res- | |||||
26.5% for the year, as measured by our benchmark, the | cued, savers have been punished by near zero returns | |||||
Standard & Poor's 500 Stock Index (including income). | on their liquid assets. The budget deficit is likely to sur- | |||||
The return to our Common Stockholders increased by | pass $1 trillion this year after reaching $1.4 trillion in | |||||
36.9% and the discount at which our shares traded to | 2009, and the combination of Federal borrowing | |||||
their NAV continued to fluctuate and on December 31, | together with a firming economy is likely to put | |||||
2009, it was 14.7%. | upward pressure on interest rates. Should our trading | |||||
partners tire of funding the current account deficit by | ||||||
The table that follows provides a comprehensive presen- | investing most of their receipts in U.S. Treasuries, dol- | |||||
tation of our performance and compares our returns on | lar weakness would likely ensue. In turn, interest rates | |||||
an annualized basis with the S&P 500. Stockholder | could spike, destabilizing capital markets. | |||||
return reflects widening in the discount to NAV to the | ||||||
high end of its historic range, and may not fully | The New Year has begun auspiciously. On average, | |||||
illustrate that over many years General American | earnings have been better than forecast. Stronger | |||||
Investors has produced superior investment results. | growth outside the U.S., combined with the weaker dol- | |||||
lar, has had a favorable impact on companies with | ||||||
Stockholder Return | operations abroad and on the trade deficit. Corporate | |||||
Years | (Market Value) | NAV Return | S&P 500 | balance sheets are in relatively good shape and can sup- | ||
port anticipated strength in demand. Worldwide, | ||||||
3 | -8.4% | -6.7% | -5.7% | liquidity is abundant and the U.S. is likely to remain a | ||
5 | 1.1 | 1.2 | 0.3 | destination of choice for capital, undergirding | ||
10 | 2.8 | 2.9 | -1.0 | distressed assets and supporting appreciation. | ||
20 | 11.3 | 11.1 | 8.2 | Despite expectation of a subpar recovery, the case for | ||
30 | 13.5 | 13.2 | 11.2 | equities, on a longer-term basis, remains intact. | ||
40 | 11.6 | 12.2 | 9.8 | While the investment environment may be volatile this | ||
50 | 11.2 | 11.8 | 9.4 | year, with inflation seemingly contained stocks should | ||
be supported by low interest rates and reasonable valu- | ||||||
The market rally that began in the second week of | ations. Our investments remain focused on | |||||
March continued through the year, with our portfolio | well-managed companies with strong financial charac- | |||||
participating fully in the advance. Consistent with past | teristics that can generate consistent earnings growth | |||||
experience, stocks turned up in advance of clear signs | and cash flow. We are confident that our portfolio re- | |||||
of a recovery in the economy. Typically, this phenom- | flects these attributes, which should result in | |||||
enon results from the creation of money, owing to | continuing superior performance on a long-term basis. | |||||
massive monetary and fiscal stimulus, at a faster rate | ||||||
than the economys ability to employ it. The excess | The share repurchase program, a part of our ongoing ef- | |||||
liquidity then finds its way into equities as investors | fort to maximize NAV, continues. In 2009, the | |||||
seek higher returns by purchasing riskier assets. | Company purchased 836,938 of its Common Shares on | |||||
the open market at an average discount to NAV of | ||||||
Data now support the view that the steep decline in | 13.6%. The Board of Directors has authorized | |||||
the world economy is over and that recovery is becom- | repurchases of Common Shares when they are trading | |||||
ing more firmly established, especially in Asia. The | at a discount to NAV of at least 8%. | |||||
strength of the recovery in mature markets, important- | ||||||
ly, is likely to be muted relative to previous cycles. | In December 2009, the Board of Directors renewed | |||||
Savings rates in developed economies are at record | authority originally granted in 2008 to repurchase up to | |||||
lows and, to the extent that it exists, pent-up demand | 1 million outstanding shares of its 5.95% Cumulative | |||||
faces the formidable head wind of tight credit and a | Preferred Stock when the shares are trading at a market | |||||
still-weak jobs market. | price below the liquidation preference of $25.00 per | |||||
share. In 2009, the Company purchased 380,013 of its | ||||||
In the U.S., where consumer spending is the main dri- | Preferred Shares at an average price of $23.56 per share. | |||||
ver of GDP growth, we anticipate cyclical recovery to | ||||||
continue despite meaningful structural impediments. | Information about the Company, including our | |||||
Because business spending generally recovers slowly | investment objectives, operating policies and procedures, | |||||
following recessions, hiring is likely to be tempered, | investment results, record of dividend payments, finan- | |||||
with the numbers of unemployed and underemployed | cial reports and press releases, etc., is available on our | |||||
remaining elevated for an extended period. Manu- | website, which can be accessed at | |||||
facturing jobs are declining secularly, while another | www.generalamericaninvestors.com. | |||||
construction boom, driven by housing, seems unlikely | ||||||
in the near-term. Additionally, advances in | By Order of the Board of Directors, | |||||
information technology are having a disruptive effect | Spencer Davidson | |||||
on labor markets. | ||||||
Chairman of the Board | ||||||
President and Chief Executive Officer | ||||||
January 20, 2010 |
General American Investors, | As a closed-end investment | |||
Corporate | established in 1927, is one | GAM | company, the Company does | |
Overview | of the nations oldest closed- | Common | not offer its shares continuously. | |
end investment companies. | Stock | The Common Stock is listed on | ||
It is an independent organi- | The New York Stock Exchange | |||
zation that is internally managed. For regu- | (symbol, GAM) and can be bought or sold in | |||
latory purposes, the Company is classified | the same manner as all listed stocks. Net asset | |||
as a diversified, closed-end management | value is computed and published on the | |||
investment company; it is registered under | Companys website daily (on an unaudited | |||
and subject to the Investment Company | basis) and is also furnished upon request. It is | |||
Act of 1940 and Sub-Chapter M of the | also available on most electronic quotation | |||
Internal Revenue Code. | services using the symbol "XGAMX." Net asset | |||
value per share (NAV), market price, and the | ||||
The primary objective of | discount or premium from NAV as of the close | |||
Investment | the Company is long-term | of each week, is published in Barrons and The | ||
Policy | capital appreciation. Lesser | Wall Street Journal, Monday edition. | ||
emphasis is placed on cur- |
||||
rent income. In seeking to | While shares of the Company usually sell at a | |||
achieve its primary objective, the Company | discount to NAV, as do the shares of most | |||
invests principally in common stocks | other domestic equity closed-end investment | |||
believed by its management to have better | companies, they occasionally sell at a | |||
than average growth potential. | premium over NAV. During 2009, the stock | |||
sold at discounts to NAV which ranged from | ||||
The Companys investment approach | 10.7% (October 1) to 21.5% (March 9). At | |||
focuses on the selection of individual | December 31, the price of the stock was at a | |||
stocks, each of which is expected to meet a | discount of 14.7%. | |||
clearly defined portfolio objective. A con- | ||||
tinuous investment research program, | Since March 1995, the Board of Directors has | |||
which stresses fundamental security analy- | authorized the repurchase of Common Stock | |||
sis, is carried on by the officers and staff of | in the open market when the shares trade at a | |||
the Company under the oversight of the | discount to net asset value of at least 8%. | |||
Board of Directors. The directors have a | ||||
broad range of experience in business and | On September 24, 2003, the | |||
financial affairs. | GAM Pr B | Company issued and sold in | ||
Preferred | an underwritten offering | |||
Stock | 8,000,000 shares of its 5.95% | |||
Mr. Spencer Davidson, | Cumulative Preferred Stock, | |||
Portfolio | Chairman of the Board, | Series B with a liquidation preference of $25 | ||
Manager | President and Chief | per share ($200,000,000 in the aggregate). | ||
Executive Officer, has | The Preferred Shares are rated "Aaa" by | |||
been responsible for the | Moodys Investors Service, Inc. and are listed | |||
management of the Company since August | and traded on The New York Stock Exchange | |||
1995. Mr. Davidson, who joined the | (symbol, GAM Pr B). The Preferred Shares are | |||
Company in 1994 as senior investment | available to leverage the investment | |||
counselor, has spent his entire business ca- | performance of the Common Stockholders, it | |||
reer on Wall Street since first joining an | may also result in higher market volatility for | |||
investment and banking firm in 1966. | the Common Stockholders. |
On December 10, 2008, the Board of Directors | The Company makes available | |||
authorized the repurchase of up to 1 million | Direct | direct registration for its | ||
Preferred Shares in the open market at prices | Registration | Common Shareholders. Direct | ||
below $25 per share. | registration, which is an | |||
|
element of the Investors | |||
Dividend |
The Companys dividend and |
Choice Plan administered by our transfer | ||
and | distribution policy is to | agent, is a system that allows for book-entry | ||
Distribution | distribute to stockholders be- | ownership and electronic transfer of our | ||
Policy | fore year-end substantially all | Common Shares. Accordingly, when | ||
ordinary income estimated for | Common Shareholders, who hold their shares | |||
the full year and capital gains realized during | directly, receive new shares resulting from a | |||
the ten-month period ended October 31 of | purchase, transfer or dividend payment, they | |||
that year. If any additional capital gains are | will receive a statement showing the credit of | |||
realized and available or ordinary income is | the new shares as well as their Plan account | |||
earned during the last two months of the year, | and certificated share balances. A brochure | |||
a "spill-over" distribution of these amounts will | which describes the features and benefits of | |||
be paid. Dividends and distributions on shares | the Investors Choice Plan, including the ability | |||
of Preferred Stock are paid quarterly. | of shareholders to deposit certificates with our | |||
Distributions from capital gains and dividends | transfer agent, can be obtained by calling | |||
from ordinary income are allocated | American Stock Transfer & Trust Company at | |||
proportionately among holders of shares of | 1-800-413-5499, calling the Company at 1- | |||
Common Stock and Preferred Stock. | 800-436-8401 or visiting our website: | |||
www.generalamericaninvestors.com - click on | ||||
Dividends from income have been paid | Distribution & Reports, then Report Downloads. | |||
continuously on the Common Stock since |
||||
1939 and capital gain distributions in varying |
The Company collects nonpub- | |||
amounts have been paid for each of the years | Privacy | lic personal information about | ||
1943-2009 (except for the year 1974). (A table | Policy and | its customers (stockholders) | ||
listing dividends and distributions paid during | Practices | with respect to their | ||
the 20-year period 1990-2009 is shown at the | transactions in shares of the | |||
bottom of page 6.) To the extent that shares | Companys securities but only for those stock- | |||
can be issued, dividends and distributions are | holders whose shares are registered in their | |||
paid to Common Stockholders in additional | names. This information includes the | |||
shares of Common Stock unless the stockhold- | stockholders address, tax identification or | |||
er specifically requests payment in cash. | Social Security number and dividend elections. | |||
We do not have knowledge of, nor do we col- | ||||
The policies and procedures | lect personal information about, stockholders | |||
Proxy Voting | used by the Company to de- | who hold the Companys securities at financial | ||
Policies, | termine how to vote proxies | institutions in street name registration. | ||
Procedures |
relating to portfolio securities |
|||
and the Companys proxy | We do not disclose any nonpublic personal in- | |||
voting record for the 12-month period ended | formation about our current or former | |||
June 30, 2009 are available: (1) without charge, | stockholders to anyone, except as permitted by | |||
upon request, by calling the Company at its | law. We also restrict access to nonpublic per- | |||
toll-free number (1-800-436-8401), (2) on the | sonal information about our stockholders to | |||
Companys website at www.generalamerican- | those few employees who need to know that | |||
investors.com and (3) on the Securities and | information to perform their responsibilities. | |||
Exchange Commissions website at | We maintain safeguards that comply with fed- | |||
www.sec.gov. | eral standards to guard our stockholders | |||
personal information. |
The investment return for a Common | average (mean between high and low) market | |
Stockholder of General American | price on the ex-dividend date. | |
Investors (GAM) over the 20 years | ||
ended December 31, 2009 is shown in the | Net Asset Value (NAV) Return is the return | |
Total return on | table below and in the accompanying chart. | on shares of the Companys Common Stock |
$10,000 investment | The return based on GAMs net asset value | based on the NAV per share, including the |
for 20 years ended | (NAV) per Common Share in comparison to | reinvestment of all dividends and distributions |
December 31, 2009 | the change in the Standard & Poors 500 Stock | at the reinvestment prices indicated above. |
Index (S&P 500) is also displayed. Each illustra- | ||
tion assumes an investment of $10,000 at the | Standard & Poors 500 Return is the time- | |
beginning of 1990. | weighted total rate of return on this widely- | |
recognized, unmanaged index which is a | ||
Stockholder Return is the return a | measure of general stock market performance, | |
Common Stockholder of GAM would have | including dividend income. | |
achieved assuming reinvestment of all | ||
dividends and distributions at the actual rein- | Past performance reported below may not be | |
vestment price and of all cash dividends at the | indicative of future results. |
GENERAL AMERICAN INVESTORS | STANDARD & POORS 500 | ||||||
STOCKHOLDER RETURN | NET ASSET VALUE RETURN | RETURN | |||||
CUMULATIVE | ANNUAL | CUMULATIVE | ANNUAL | CUMULATIVE | ANNUAL | ||
INVESTMENT | RETURN | INVESTMENT | RETURN | INVESTMENT | RETURN | ||
1990 | $10,400 | 4.00% | $10,669 | 6.69% | $9,691 | -3.09% | |
1991 | 19,240 | 85.00 | 17,187 | 61.09 | 12,637 | 30.40 | |
1992 | 22,084 | 14.78 | 17,797 | 3.55 | 13,596 | 7.59 | |
1993 | 18,568 | -15.92 | 17,485 | -1.75 | 14,972 | 10.12 | |
1994 | 17,109 | -7.86 | 17,006 | -2.74 | 15,162 | 1.27 | |
1995 | 20,739 | 21.22 | 21,016 | 23.58 | 20,848 | 37.50 | |
1996 | 24,779 | 19.48 | 25,213 | 19.97 | 25,624 | 22.91 | |
1997 | 35,330 | 42.58 | 33,294 | 32.05 | 34,165 | 33.33 | |
1998 | 46,391 | 31.31 | 44,994 | 35.14 | 43,919 | 28.55 | |
1999 | 64,586 | 39.22 | 61,372 | 36.40 | 53,125 | 20.96 | |
2000 | 76,922 | 19.10 | 72,197 | 17.64 | 48,296 | -9.09 | |
2001 | 80,253 | 4.33 | 71,331 | -1.20 | 42,553 | -11.89 | |
2002 | 58,416 | -27.21 | 54,911 | -23.02 | 33,132 | -22.14 | |
2003 | 74,194 | 27.01 | 69,956 | 27.40 | 42,595 | 28.56 | |
2004 | 80,716 | 8.79 | 77,211 | 10.37 | 47,190 | 10.79 | |
2005 | 94,761 | 17.40 | 89,719 | 16.20 | 49,470 | 4.83 | |
2006 | 110,661 | 16.78 | 100,700 | 12.24 | 57,217 | 15.66 | |
2007 | 120,311 | 8.72 | 108,766 | 8.01 | 60,312 | 5.41 | |
2008 | 62,321 | -48.20 | 61,975 | -43.02 | 37,954 | -37.07 | |
2009 | 85,293 | 36.86 | 81,857 | 32.08 | 47,993 | 26.45 |
SHARES | SHARES HELD | ||||
INCREASES | TRANSACTED | DECEMBER 31, 2009 | |||
NEW POSITIONS | Bond Street Holdings LLC | 500,000 | 500,000 | ||
Cephalon, Inc. | 12,100 | 337,100 | (b) | ||
Forethought Financial Group, Inc. Class A with Warrants | 37,500 | 37,500 | |||
Pfizer Inc. | 655,808 | (c) | 655,808 | ||
ADDITIONS | Fidelity National Financial, Inc. | 200,000 | 725,000 | ||
Nelnet, Inc. | 5,000 | 650,000 | |||
The TJX Companies, Inc. | 100,000 | 1,775,000 | |||
Weatherford International Ltd. | 100,000 | 2,150,000 | |||
DECREASES | |||||
ELIMINATIONS | Target Corporation | 250,000 | | ||
Wyeth | 564,273 | (d) | | ||
REDUCTIONS | American Express Company | 25,000 | 325,000 | ||
AXIS Capital Holdings Limited | 25,000 | 275,000 | |||
Berkshire Hathaway Inc. Class A | 10 | 130 | |||
Heineken N.V. | 25,000 | 350,000 | |||
M&T Bank Corporation | 5,000 | 150,000 | |||
MetroPCS Communications, Inc. | 300,000 | 135,500 | |||
NetEase.com, Inc. | 83,000 | 138,100 | |||
The Travelers Companies, Inc. | 15,000 | 200,000 |
(a) | Excludes transactions in Common Stocks -Miscellaneous - Other. |
(b) | Shares purchased in prior period and previously carried under Common Stocks - Miscellaneous - Other |
(c) | Shares received as a merger with Wyeth. |
(d) | Shares sold off as a result of a merger with Pfizer Inc. |
This table shows | |||||||||||
dividends and distribu- | EARNINGS SOURCE | EARNINGS SOURCE | |||||||||
tions on the Companys | SHORT-TERM | LONG-TERM | RETURN OF | SHORT-TERM | LONG-TERM | RETURN OF | |||||
Common Stock for the | YEAR | INCOME | CAPITAL GAINS | CAPITAL GAINS | CAPITAL | YEAR | INCOME | CAPITAL GAINS | CAPITAL GAINS | CAPITAL | |
prior 20-year period. | |||||||||||
Amounts shown are | 1990 | $.21 | | $1.65 | | 2000 | $.48 | $1.55 | $6.16 | | |
based upon the year in | 1991 | .09 | | 3.07 | | 2001 | .37 | .64 | 1.37 | | |
which the income was | 1992 | .03 | | 2.93 | | 2002 | .03 | | .33 | | |
earned, not the year | 1993 | .06 | | 2.34 | | 2003 | .02 | | .59 | | |
paid. Spill-over | 1994 | .06 | | 1.59 | | 2004 | .217 | | .957 | | |
payments made after | 1995 | .10 | $.03 | 2.77 | | 2005 | .547 | .041 | 1.398 | | |
year-end are attributable | 1996 | .20 | .05 | 2.71 | | 2006 | .334 | | 2.666 | | |
to income and gain | 1997 | .21 | | 2.95 | | 2007 | .706 | .009 | 5.25 | | |
earned in the prior year. | 1998 | .47 | | 4.40 | | 2008 | .186 | | .254 | | |
1999 | .42 | .62 | 4.05 | | 2009 | .103 | .051 | .186 | $.01 | ||
% COMMON | |||||
SHARES | VALUE | NET ASSETS* | |||
The statement of | THE TJX COMPANIES, INC. | 1,775,000 | $64,876,250 | 7.5% | |
investments as of | Through its T.J. Maxx and Marshalls divisions, TJX is the leading | ||||
December 31, 2009, | off-price retailer. The continued growth of these divisions in the | ||||
shown on pages 12 and | U.S. and Europe, along with expansion of related U.S. and foreign | ||||
13 includes 61 | off-price formats,provide ongoing growth opportunities. | ||||
security issues. Listed | WEATHERFORD INTERNATIONAL LTD. | 2,150,000 | 38,506,500 | 4.5 | |
here are the ten largest | Weatherford supplies a broad range of oil field services and | ||||
holdings on that date. | equipment on a worldwide basis. Its focus on helping customers to | ||||
increase production from existing fields and to enhance recovery | |||||
from new wells should lead to earnings growth. | |||||
COSTCO WHOLESALE CORPORATION | 575,000 | 34,022,750 | 3.9 | ||
Costco is the worlds largest wholesale club with a record of steady | |||||
growth in sales and profits as it continues to gain share of the consumer | |||||
dollar. | |||||
QUALCOMM INCORPORATED | 700,000 | 32,382,000 | 3.7 | ||
QUALCOMM is a leading developer of intellectual property and | |||||
semiconductors for the mobile communications industry. The | |||||
company stands to benefit greatly from the global adoption of | |||||
mobile data applications. | |||||
APACHE CORPORATION | 295,478 | 30,484,465 | 3.5 | ||
Apache is a large independent oil and gas company with a long | |||||
history of growing production and creating value for shareholders. | |||||
The companys operations are primarily focused in North America, | |||||
Egypt, Australia, and the North Sea. | |||||
WAL-MART STORES, INC. | 550,000 | 29,397,500 | 3.4 | ||
Wal-Mart is the worlds largest retailer offering value to consumers | |||||
in the U.S. and fifteen foreign countries. | |||||
REPUBLIC SERVICES, INC. | 949,000 | 26,866,190 | 3.1 | ||
Republic Services is a leading provider of non-hazardous, solid | |||||
waste collection and disposal services in the U.S. The efficient | |||||
operation of its routes and facilities combined with appropriate | |||||
pricing enable Republic Services to generate significant free cash | |||||
flow. | |||||
DIAGEO PLC ADR | 350,000 | 24,293,500 | 2.8 | ||
Diageo produces, distills and markets alcoholic beverages worldwide. | |||||
Its portfolio of leading global brands includes Smirnoff, Johnnie Walker, | |||||
Jose Cuervo, Captain Morgan, Tanqueray and Guinness. Additionally, | |||||
the company markets numerous regional and local brands. The com- | |||||
panys brand strength and global scale enable it to generate significant | |||||
cash flow which it uses to reward shareholders in the form of dividends | |||||
and buybacks. | |||||
HALLIBURTON COMPANY | 800,000 | 24,072,000 | 2.8 | ||
Halliburton offers a broad suite of services and products to customers | |||||
worldwide for the exploration, development and production of oil | |||||
and gas. The company has the scale, product depth and technology | |||||
to provide value-added customer service and produce attractive long- | |||||
term shareholder returns. | |||||
ASML HOLDING N.V. | 700,000 | 23,863,000 | 2.8 | ||
ASML is the world's leading provider of lithography systems for the | |||||
semiconductor industry, manufacturing complex machines that are | |||||
critical to the production of integrated circuits or microchips. ASMLs | |||||
products and services help their customers - the major chipmakers - | |||||
reduce the size and increase the functionality of microchips, and | |||||
consumer electronic equipment. | |||||
$328,764,155 | 38.0% | ||||
*Net assets applicable to the Companys Common Stock. |
DECEMBER 31, 2009 | DECEMBER 31, 2009 | |||||
INDUSTRY CATEGORY | COST(000) | VALUE(000) | PERCENT COMMON NET ASSETS* | |||
The diversification of | Finance and Insurance | |||||
the Companys net | Banking | $10,764 | $19,384 | 2.2% | ||
assets applicable to its | Insurance | 71,719 | 119,013 | 13.8 | ||
Common Stock by | Other | 30,930 | 54,681 | 6.3 | ||
industry group as of | 113,413 | 193,078 | 22.3 | |||
December 31, 2009 is | Retail Trade | 50,195 | 128,297 | 14.8 | ||
shown in the following | Oil and Natural Gas | |||||
table. | (Including Services) | 80,957 | 115,721 | 13.4 | ||
Consumer Products and Services | 87,069 | 109,455 | 12.7 | |||
Computer Software and Systems | 80,004 | 74,746 | 8.6 | |||
Communications and | ||||||
Information Services | 43,239 | 57,767 | 6.7 | |||
Miscellaneous** | 47,719 | 49,541 | 5.7 | |||
Environmental Control | ||||||
(Including Services) | 38,960 | 48,166 | 5.6 | |||
Aerospace/Defense | 52,291 | 42,841 | 5.0 | |||
Health Care/Pharmaceuticals | 38,914 | 40,041 | 4.6 | |||
Technology | 40,141 | 38,802 | 4.5 | |||
Semiconductors | 24,408 | 35,165 | 4.1 | |||
Machinery and Equipment | 13,365 | 22,920 | 2.7 | |||
Building and Real Estate | 23,385 | 22,127 | 2.6 | |||
Metals | 19,940 | 18,025 | 2.1 | |||
Transportation | 11,005 | 8,082 | 0.9 | |||
765,005 | 1,004,774 | 116.3 | ||||
Short-Term Securities | 52,927 | 52,927 | 6.1 | |||
Total Investments | $817,932 | 1,057,701 | 122.4 | |||
Other Assets and Liabilities - Net | (3,261) | (0.4) | ||||
Preferred Stock | (190,117) | (22.0) | ||||
Net Assets Applicable to | ||||||
Common Stock | $864,323 | 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. |
ASSETS | DECEMBER 31, 2009 |
INVESTMENTS, AT VALUE (NOTE 1a) | |
Common stocks (cost $744,449,652) | $975,416,920 |
Corporate debt (cost $20,555,760) | 29,357,226 |
Money market fund (cost $52,926,704) | 52,926,704 |
Total investments (cost $817,932,116) | 1,057,700,850 |
RECEIVABLES AND OTHER ASSETS | |
Cash (a) | 2,009,230 |
Premium deposited with brokers for options written | 46,223 |
Dividends, interest and other receivables | 1,358,336 |
Qualified pension plan asset, net excess funded (note 5) | 3,566,593 |
Prepaid expenses and other assets | 2,887,262 |
TOTAL ASSETS | 1,067,568,494 |
LIABILITIES | |
Payable for securities purchased | 1,465,438 |
Accrued preferred stock dividend not yet declared | 219,955 |
Outstanding options written at value (premiums deposited | |
with brokers $46,223) (notes 1b and 6) | 7,500 |
Accrued supplemental pension plan liability (note 5) | 3,347,928 |
Accrued supplemental thrift plan liability | 2,532,330 |
Accrued expenses and other liabilities | 5,554,796 |
TOTAL LIABILITIES | 13,127,947 |
5.95% CUMULATIVE PREFERRED STOCK, SERIES B - | |
7,604,687at a liquidation value of $25 per share (note 2) | 190,117,175 |
NET ASSETS APPLICABLE TO COMMON STOCK - 31,425,215 (note 2) | $864,323,372 |
NET ASSET VALUE PER COMMON SHARE | $27.50 |
NET ASSETS APPLICABLE TO COMMON STOCK | |
Common Stock, 31,425,215 shares at par value (note 2) | $31,425,215 |
Additional paid-in capital (note 2) | 595,653,151 |
Undistributed net investment income (note 2) | 2,522,662 |
Accumulated other comprehensive income (loss) (note 5) | (4,865,158) |
Unallocated distributions on Preferred Stock | ( 219,955) |
Unrealized appreciation on investments and options | 239,807,457 |
NET ASSETS APPLICABLE TO COMMON STOCK | $864,323,372 |
(a) $1,968,750 held by custodian in a segregated custodial account as collateral for written options
(see notes to financial statements)
INCOME | DECEMBER 31, 2009 |
Dividends (net of foreign withholding taxes of $332,152) | $14,349,771 |
Interest | 3,237,147 |
TOTAL INCOME | 17,586,918 |
EXPENSES | |
Investment research | 8,465,743 |
Administration and operations | 3,111,927 |
Office space and general | 1,671,041 |
Directors fees and expenses | 255,223 |
Auditing and legal fees | 213,339 |
Miscellaneous taxes | 187,168 |
Transfer agent, custodian and registrar fees and expenses | 150,682 |
Stockholders meeting and reports | 131,652 |
TOTAL EXPENSES | 14,186,775 |
NET INVESTMENT INCOME | 3,400,143 |
Realized Gain And Change In Unrealized Appreciation On Investments (Notes 1, 4 and 6) | |
Net realized gain on investments: | |
Securities transactions (long-term, except for $4,043,031) | 15,407,515 |
Written option transactions (notes 1b and 6) | (187,703) |
15,219,812 | |
Net increase in unrealized appreciation | 204,253,481 |
NET INVESTMENT INCOME AND GAIN ON INVESTMENTS | 222,873,436 |
DISTRIBUTIONS TO PREFERRED STOCKHOLDERS | (11,474,004) |
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $211,399,432 |
(see notes to financial statements)
YEAR ENDED DECEMBER 31, | |||
OPERATIONS | 2009 | 2008 | |
Net investment income | $3,400,143 | $13,446,046 | |
Net realized gain on investments | 15,219,812 | 16,414,799 | |
Net increase (decrease) in unrealized appreciation | 204,253,481 | (523,757,542) | |
222,873,436 | (493,896,697) | ||
Distributions to Preferred Stockholders: | |||
From net investment income | (3,389,107) | (3,474,724) | |
From short-term capital gains | (1,654,369) | | |
From long-term capital gains | (6,107,907) | (8,425,276) | |
Return of Capital | (333,668) | | |
Unallocated distributions | 11,047 | 387 | |
Decrease in net assets from Preferred distributions | (11,474,004) | ( 11,899,613) | |
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | 211,399,432 | (505,796,310) | |
OTHER COMPREHENSIVE INCOME | |||
Adjustment to apply FAS 158 (note 5) | 1,911,451 | (7,885,172) | |
DISTRIBUTIONS TO COMMON STOCKHOLDERS | |||
From net investment income | (3,248,669) | (6,024,428) | |
From short-term capital gains | (1,585,814) | | |
From long-term capital gains | (5,854,806) | (14,620,307) | |
Return of Capital | (319,841) | | |
DECREASE IN NET ASSETS FROM COMMON DISTRIBUTIONS | (11,009,130) | (20,644,735) | |
CAPITAL SHARE TRANSACTIONS (NOTE 2) | |||
Value of Common Shares issued in payment of dividends | |||
and distributions | 6,430,088 | 7,928,339 | |
Cost of Common Shares purchased | (19,553,159) | (1,986,688) | |
Benefit to Common Shareholders resulting from | |||
Preferred Shares purchased | 546,889 | 59,398 | |
INCREASE (DECREASE) IN NET ASSETS - CAPITAL TRANSACTIONS | (12,576,182) | 6,001,049 | |
NET INCREASE (DECREASE) IN NET ASSETS | 189,725,571 | (528,325,168) | |
NET ASSETS APPLICABLE TO COMMON STOCK | |||
BEGINNING OF YEAR | 674,597,801 | 1,202,922,969 | |
END OF YEAR (including undistributed net investment | |||
income of $2,522,662 and $5,759,182, respectively) | $864,323,372 | $674,597,801 |
(see notes to financial statements)
SHARES | COMMON STOCKS | VALUE (NOTE 1a) | ||
AEROSPACE/DEFENSE | 300,000 | The Boeing Company | $16,239,000 | |
(5.0%) | 215,000 | Textron Inc. | 4,044,150 | |
325,000 | United Technologies Corporation | 22,558,250 | ||
(COST $52,290,876) | 42,841,400 | |||
BUILDING AND | 1,872,000 | CEMEX, S.A.B. de C.V. ADR (a) | (COST $23,385,068) | 22,127,040 |
REAL ESTATE (2.6%) | ||||
COMMUNICATIONS AND | 960,000 | Cisco Systems, Inc. (a) | 22,982,400 | |
INFORMATION SERVICES | 78,000 | Leap Wireless International, Inc. (a) | 1,368,900 | |
(6.7%) | 135,500 | MetroPCS Communications, Inc. (a) | 1,033,865 | |
700,000 | QUALCOMM Incorporated | 32,382,000 | ||
(COST $43,239,261) | 57,767,165 | |||
COMPUTER SOFTWARE | 1,290,000 | Dell Inc. (a) | 18,524,400 | |
AND SYSTEMS (8.6%) | 570,000 | Microsoft Corporation | 17,373,600 | |
138,100 | NetEase.com, Inc. (a) | 5,195,322 | ||
67,100 | Nintendo Co., Ltd. | 15,895,142 | ||
565,000 | Teradata Corporation (a) | 17,757,950 | ||
(COST $80,004,215) | 74,746,414 | |||
CONSUMER PRODUCTS | 350,000 | Diageo plc ADR | 24,293,500 | |
AND SERVICES (11.6%) | 350,000 | Heineken N.V. | 16,872,930 | |
466,100 | Hewitt Associates, Inc. Class A (a) | 19,697,386 | ||
450,000 | Nestle S.A. | 21,857,764 | ||
285,000 | PepsiCo, Inc. | 17,328,000 | ||
(COST $79,353,285) | 100,049,580 | |||
ENVIRONMENTAL CONTROL | 949,000 | Republic Services, Inc. | 26,866,190 | |
(INCLUDING SERVICES) (5.6%) | 630,000 | Waste Management, Inc. | 21,300,300 | |
(COST $38,960,134) | 48,166,490 | |||
FINANCE AND INSURANCE | BANKING (2.2%) | |||
(22.3%) | 500,000 | Bond Street Holdings LLC (a) (c) | 9,350,000 | |
150,000 | M&T Bank Corporation | 10,033,500 | ||
(COST $10,764,416) | 19,383,500 | |||
INSURANCE (13.8%) | ||||
175,000 | The Allstate Corporation | 5,257,000 | ||
315,000 | Arch Capital Group Ltd. (a) | 22,538,250 | ||
275,000 | AXIS Capital Holdings Limited | 7,812,750 | ||
250,000 | Everest Re Group, Ltd. | 21,420,000 | ||
725,000 | Fidelity National Financial, Inc. | 9,758,500 | ||
37,500 | Forethought Financial Group, Inc. Class A with Warrants (a) (d) | 7,500,000 | ||
280,000 | MetLife, Inc. | 9,898,000 | ||
275,000 | PartnerRe Ltd. | 20,531,500 | ||
83,000 | Transatlantic Holdings, Inc. | 4,325,130 | ||
200,000 | The Travelers Companies, Inc. | 9,972,000 | ||
(COST $71,719,007) | 119,013,130 | |||
OTHER (6.3%) | ||||
325,000 | American Express Company | 13,169,000 | ||
130 | Berkshire Hathaway Inc. Class A (a) | 12,896,000 | ||
1,666,667 | Epoch Holding Corporation | 17,416,670 | ||
650,000 | Nelnet, Inc. | 11,199,500 | ||
(COST $30,929,988) | 54,681,170 | |||
(COST $113,413,411) | 193,077,800 | |||
HEALTH CARE / | 337,100 | Cephalon, Inc. (a) | 21,041,782 | |
PHARMACEUTICALS | 529,900 | Cytokinetics, Incorporated (a) | 1,542,009 | |
(4.6%) | 119,500 | Gilead Sciences, Inc. (a) | 5,170,765 | |
655,808 | Pfizer Inc. | 11,929,147 | ||
195,344 | Poniard Pharmaceuticals, Inc. (a) | 357,480 | ||
(COST $38,914,346) | 40,041,183 | |||
MACHINERY AND | 1,200,000 | ABB Ltd. ADR | (COST $13,364,456) | 22,920,000 |
EQUIPMENT (2.7%) |
SHARES | COMMON STOCKS (Continued) | VALUE (NOTE 1a) | ||
METALS (2.1%) | 254,200 | Alpha Natural Resources, Inc. (a) | $11,027,196 | |
150,000 | Nucor Corporation | 6,997,500 | ||
(COST $19,939,605) | 18,024,696 | |||
MISCELLANEOUS (5.7%) | Other (b) | (COST $47,718,963) | 49,540,984 | |
OIL AND NATURAL GAS | ||||
(INCLUDING SERVICES) | 295,478 | Apache Corporation | 30,484,465 | |
(13.4%) | 100,000 | Devon Energy Corporation | 7,350,000 | |
800,000 | Halliburton Company | 24,072,000 | ||
250,000 | McDermott International, Inc. (a) | 6,002,500 | ||
2,150,000 | Weatherford International Ltd. (a) | 38,506,500 | ||
200,000 | XTO Energy Inc. | 9,306,000 | ||
(COST $80,956,754) | 115,721,465 | |||
RETAIL TRADE (14.8%) | 575,000 | Costco Wholesale Corporation | 34,022,750 | |
1,775,000 | The TJX Companies, Inc. | 64,876,250 | ||
550,000 | Wal-Mart Stores, Inc. | 29,397,500 | ||
(COST $50,195,392) | 128,296,500 | |||
SEMICONDUCTORS (2.8%) | 700,000 | ASML Holding N.V. | (COST $17,340,380) | 23,863,000 |
TECHNOLOGY (3.5%) | 750,000 | International Game Technology | 14,077,500 | |
1,900,000 | Xerox Corporation | 16,074,000 | ||
(COST $34,368,474) | 30,151,500 | |||
TRANSPORTATION (0.9%) | 236,100 | Alexander & Baldwin, Inc. | (COST $11,005,032) | 8,081,703 |
TOTAL COMMON STOCKS (112.9%) | (COST $744,449,652) | 975,416,920 | ||
PRINCIPAL | ||||
AMOUNT | CORPORATE DEBT (e) | |||
CONSUMER PRODUCTS | $9,600,000 | Smithfield Foods, Inc., 7.75% due 5/15/2013 | (COST $7,715,415) | 9,405,600 |
AND SERVICES (1.1%) | ||||
SEMICONDUCTORS (1.3%) | 8,000,000 | ASML Holding N.V., 5.75% due 6/13/2017 | (COST $7,067,846) | 11,301,626 |
TECHNOLOGY (1.0%) | 10,000,000 | VeriFone Holdings, Inc., 1.375% due 6/15/2012 (COST $5,772,499) | 8,650,000 | |
TOTAL CORPORATE DEBT (3.4%) | (COST $20,555,760) | 29,357,226 | ||
SHARES | SHORT-TERM SECURITIES AND OTHER ASSETS | |||
52,926,704 | SSgA Prime Money Market Fund (6.1%) | (COST $52,926,704) | 52,926,704 | |
TOTAL INVESTMENTS (f) (122.4%) | (COST $817,932,116) | 1,057,700,850 | ||
Liabilities in excess of receivables and other assets (-0.4%) | (3,260,303) | |||
1,054,440,547 | ||||
PREFERRED STOCK (-22.0%) | (190,117,175) | |||
NET ASSETS APPLICABLE TO COMMON STOCK (100%) | $864,323,372 |
(a) Non-income producing security. |
(b) Securities which have been held for less than one year, not previously disclosed, and not restricted. (c) Level 3 fair value measurement, restricted security acquired 11/4/09, note 8. |
(d) Level 3 fair value measurement, restricted security acquired 11/3/09, note 8. |
(e) Level 2 fair value measurement, note 8. |
(f) At December 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 $293,300,284, (3) aggregate gross unrealized depreciation was $53,531,550, and (4) net unrealized appreciation was $239,768,734. |
CONTRACTS | |||
PUT OPTION | (100 SHARES EACH) | COMMON STOCK/EXPIRATION DATE/EXERCISE PRICE | VALUE (NOTE 1a) |
AGRICULTURAL | 250 | Monsanto Company/January 10/$75.00 | |
(PREMIUM DEPOSITED WITH BROKERS $46,223) | $7,500 | ||
(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 business day of the period. Equity securities reported on the NASDAQ national market are valued at the official closing price on that day. Listed and NASDAQ equity securities for which no sales are reported on that day and other securities traded in the over-the-counter market are valued at the last bid price (asked price for options written) on the valuation date. Equity securities traded primarily in foreign markets are valued at the closing price of such securities on their respective exchanges or markets. Corporate debt securities, domestic and foreign, are generally traded in the over-the-counter market rather than on a securities exchange. The Company utilizes the latest bid prices provided by independent dealers and information with respect to transactions in such securities to determine current market value. If, after the close of foreign markets, conditions change significantly, the price of certain foreign securities may be adjusted to reflect fair value as of the time of the valuation of the portfolio. Investments in money market funds are valued at their net asset value. Special holdings (restricted securities) and other securities for which quotations are not readily available are valued at fair value determined in good faith pursuant to procedures established by and under the general supervision of the Board of Directors.
b. OPTIONS The Company may purchase and write (sell) put and call options. The Company typically purchases put options or writes call options to hedge the value of portfolio investments while it typically purchases call options and writes put options to obtain equity market exposure under specified circumstances. The risk associated with purchasing an option is that the Company pays a premium whether or not the option is exercised. Additionally, the Company bears the risk of loss of the premium and a change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. Premiums received from writing options are reported as a liability on the Statement of Assets and Liabilities. Those that expire unexercised are treated by the Company on the expiration date as realized gains on written option transactions in the Statement of Operations. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or, if the premium is less than the amount paid for the closing purchase transaction, as a realized loss on written option transactions in the Statement of Operations. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security in determining whether the Company has realized a gain or loss on investments in the Statement of Operations. If a put option is exercised, the premium reduces the cost basis for the securities purchased by the Company and is parenthetically disclosed under cost of investments on the Statement of Assets and Liabilities. The Company as writer of an option bears the market risk of an unfavorable change in the price of the security underlying the written option. See Note 6 for written option activity.
c. SECURITIES TRANSACTIONS AND INVESTMENT INCOME Securities transactions are recorded as of the trade date. Dividend income and distributions to stockholders are recorded as of the ex-dividend dates. Interest income, adjusted for amortization of discount and premium on investments, is earned from settlement date and is recognized on the accrual basis. Cost of short-term investments represents amortized cost.
d. FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies versus U.S. dollars on the date of valuation. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Companys Board of Directors. The Company does not separately report the effect of changes in foreign exchange rates from changes in market prices on securities held. Such changes are included in net realized and unrealized gain or loss from investments on the Statement of Operations.
Realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the recorded amounts of dividends, interest, and foreign withholding taxes and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in foreign exchange rates on foreign denominated assets and liabilities other than investments in securities held at the end of the reporting period.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. companies as a result of, among other factors, the possibility of political or economic instability or the level of governmental supervision and regulation of foreign securities markets.
e. DIVIDENDS AND DISTRIBUTIONS The Company expects to pay dividends of net investment income and distributions of net realized capital and currency gains, if any, annually to common shareholders and quarterly to preferred shareholders. Dividends and distributions to common and preferred shareholders, which are determined in accordance with Federal income tax regulations are recorded on the ex-dividend date. Distributions for tax and book purposes are substantially the same. Permanent book/tax differences relating to income and gains are reclassified to paid-in capital as they arise.
f. FEDERAL INCOME TAXES The Companys policy is to fulfill the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all taxable income to its stockholders. Accordingly, no provision for Federal income taxes is required. As of and during the year ended December 31, 2009, the Company did not have any liabilities for any unrecognized tax positions. The Company recognizes interest and penalties, if any, related to unrecognized tax positions as income tax expense in the Statement of Operations. During the year, the Company did not incur any interest or penalties.
1. SIGNIFICANT ACCOUNTING POLICIES - (Continued from previous page.)
g. CONTINGENT LIABILITIES Amounts related to contingent liabilities are accrued if it is probable that a liability has been incurred and an amount is reasonably estimable. Management evaluates whether there are incremental legal or other costs directly associated with the ultimate resolution of a matter that are reasonably estimable and, if so, they are included in the accrual.
h. INDEMNIFICATIONS In the ordinary course of business, the Company enters into contracts that contain a variety of indemnifications. The Companys maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.
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, 31,425,215 shares were issued and outstanding; 8,000,000 Preferred Shares were originally issued and 7,604,687 were outstanding on December 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 accumulated and unpaid dividends to the date of redemption. On December 10, 2008, the Board of Directors authorized the repurchase of up to 1 million Preferred Shares in the open market at prices below $25.00 per share. A total of 380,013 Preferred Shares were repurchased at an average cost per share of $23.56 during the year ended December 31, 2009. The average discount of $1.44 per Preferred Share, $546,889 in the aggregate, was credited to additional paid-in capital of the Common Stock.
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 Moodys Investor Service, Inc. Rating Agency Guidelines, the Company is required to maintain a certain 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, generally, vote together with the holders of Common Stock as a single class.
At all times, holders of Preferred Stock will elect two members to 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 presents its Preferred Stock, for which its redemption is outside of the Companys control, outside of the net assets applicable to Common Stock in the statement of assets and liabilities.
Transactions in Common Stock during 2009 and 2008 were as follows:
SHARES | AMOUNT | ||||||
2009 | 2008 | 2009 | 2008 | ||||
Shares issued in payment of dividends and | |||||||
distributions (includes 281,281 and | |||||||
103,047 shares issued from treasury, | |||||||
respectively) | 281,281 | 509,861 | $281,281 | $509,861 | |||
Increase in paid-in capital | 6,148,807 | 7,418,478 | |||||
Total increase | 6,430,088 | 7,928,339 | |||||
Shares purchased (at an average | |||||||
discount from net asset value of | |||||||
13.6% and 19.8%, respectively) | 836,938 | 102,047 | (836,938) | (102,047) | |||
Decrease in paid-in capital | (18,716,221) | ( 1,884,641) | |||||
Total decrease | (19,553,159) | ( 1,986,688) | |||||
Net increase (decrease) | ($13,123,071) | $5,941,651 |
At December 31, 2009, the Company held in its treasury 555,657 shares of Common Stock with an aggregate cost in the amount of $13,354,222.
2. CAPITAL STOCK AND DIVIDEND DISTRIBUTIONS - (Continued from previous page.)
Distributions for tax and book purposes are substantially the same. As of December 31, 2009, distributable earnings on a tax basis included $239,807,457 from unrealized appreciation. Reclassifications arising from permanent book/tax differences reflect non-tax deductible expenses incurred during the year ended December 31, 2009. As a result, undistributed net investment income was increased by $1,113 and additional paid-in capital was decreased by $1,113. Net assets were not affected by this reclassification.
3. OFFICERS COMPENSATION
The aggregate compensation accrued and paid by the Company during the year ended December 31, 2009 to its officers (identified on page 20) amounted to $6,863,500.
4. PURCHASES AND SALES OF SECURITIES
Purchases and sales of securities (other than short-term securities and options) during 2009 amounted to $236,916,431 and $207,569,760, on long transactions, respectively.
5. BENEFIT PLANS
The Company has funded (Qualified) and unfunded (Supplemental) defined contribution thrift plans that are available to its employees. The aggregate cost of such plans for 2009 was $ 1,188,895. The Company also has both funded (Qualified) and unfunded (Supplemental) noncontributory defined benefit pension plans that cover its employees. The pension plan provides a defined benefit based on years of service and final average salary with an offset for a portion of Social Security covered compensation.
The Company recognizes the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in the statement of assets and liabilities and recognizes changes in funded status in the year in which the changes occur through other comprehensive income.
OBLIGATIONS AND FUNDED STATUS OF DEFINED BENEFIT PLANS: | DECEMBER 31, 2009 (MEASUREMENT DATE) | ||||
QUALIFIED | SUPPLEMENTAL | ||||
PLAN | PLAN | TOTAL | |||
CHANGE IN BENEFIT OBLIGATION: | |||||
Benefit obligation at beginning of year | $9,534,534 | $3,195,179 | $12,729,713 | ||
Service cost | 277,950 | 93,365 | 371,315 | ||
Interest cost | 584,624 | 194,275 | 778,899 | ||
Benefits paid | (538,394) | (165,253) | (703,647) | ||
Actuarial (gains)/losses | 474,858 | 30,362 | 505,220 | ||
Projected benefit obligation at end of year | 10,333,572 | 3,347,928 | 13,681,500 | ||
CHANGE IN PLAN ASSETS: | |||||
Fair value of plan assets at beginning of year | 11,433,829 | | 11,433,829 | ||
Actual return on plan assets | 3,004,730 | | 3,004,730 | ||
Employer contributions | | 165,253 | 165,253 | ||
Benefits paid | (538,394) | (165,253) | (703,647) | ||
Fair value of plan assets at end of year | 13,900,165 | | 13,900,165 | ||
FUNDED STATUS AT END OF YEAR | $3,566,593 | ($3,347,928) | $218,665 | ||
Accumulated benefit obligation at end of year | $9,499,823 | $3,128,155 | $12,627,978 | ||
CHANGE IN FUNDED STATUS: | BEFORE | ADJUSTMENTS | AFTER | ||
Noncurrent benefit asset | $1,899,294 | $1,667,299 | $3,566,593 | ||
LIABILITIES | |||||
Current benefit liability | 268,218 | (75,583) | 192,635 | ||
Noncurrent benefit liability | 2,926,960 | 228,332 | 3,155,292 | ||
ACCUMULATED OTHER COMPREHENSIVE INCOME | 6,776,609 | (1,911,451) | 4,865,158 | ||
AMOUNTS RECOGNIZED IN ACCUMULATED OTHER COMPREHENSIVE INCOME CONSIST OF: | |||||
Net actuarial gain | $6,461,679 | ($1,884,525) | $4,577,154 | ||
Prior service cost | 314,930 | (26,926) | 288,004 | ||
$6,776,609 | ($1,911,451) | $4,865,158 | |||
WEIGHTED-AVERAGE ASSUMPTIONS AS OF DECEMBER 31, 2009 AND FOR DETERMINING | |||||
NET PERIODIC BENEFIT COST FOR THE YEAR ENDED DECEMBER 31, 2009: | |||||
Discount rate | 5.75% | 5.75% | |||
Expected return on plan assets | 7.20% | N/A | |||
Salary scale assumption | 4.25% | 4.25% | |||
COMPONENTS OF NET PERIODIC BENEFIT COST: | |||||
Service cost | $277,950 | $93,365 | $371,315 | ||
Interest cost | 584,624 | 194,275 | 778,899 | ||
Expected return on plan assets | (968,837) | | (968,837) | ||
Amortization of: | |||||
Prior service cost | 24,669 | 2,257 | 26,926 | ||
Recognized net actuarial loss | 353,851 | | 353,851 | ||
Net periodic benefit cost | $272,257 | $289,897 | $562,154 |
5. BENEFIT PLANS - (Continued from previous page.) | ||||||||
PLAN ASSETS | EXPECTED CASH FLOWS | Qualified | Supplemental | |||||
The Companys qualified pension plan asset allocations by | Plan | Plan | Total | |||||
asset at December 31, 2009, is as follows: | Expected Company contributions for 2010 | | $192,635 | $192,635 | ||||
ASSET CATEGORY | Expected benefit payments: | |||||||
Equity securities | 82% | 2010 | $563,621 | $192,635 | $756,256 | |||
Debt securities | | 2011 | 587,661 | 205,650 | 793,311 | |||
Other | 18 | 2012 | 598,057 | 209,338 | 807,395 | |||
Total | 100% | 2013 | 636,715 | 217,742 | 854,457 | |||
2014 | 687,177 | 221,905 | 909,082 | |||||
Generally, not less than 80% of plan assets are invested in | 2015-2019 | 3,521,763 | 1,084,758 | 4,606,521 | ||||
investment companies that invest in equity securities. |
6. WRITTEN OPTIONS
Transactions in written covered call and collateralized put options during the year ended December 31, 2009 were as follows:
Covered Calls | Collateralized Puts | ||||||
Contracts | Premiums | Contracts | Premiums | ||||
Options written | 9,295 | $1,444,184 | 650 | $180,399 | |||
Options expired | (3,376) | (446,663) | (150) | (29,954) | |||
Options exercised | (3,619) | (474,577) | (250) | (104,222) | |||
Options terminated in closing purchase transaction | (2,300) | (522,944) | | | |||
Options outstanding, December 31, 2009 | 0 | $0 | 250 | $46,223 |
7. OPERATING LEASE COMMITMENT
In September 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 $1,083,800 for the year ended December 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 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 December 31, 2009:
Assets | Level 1 | Level 2 | Level 3 | Total | ||||
Common stocks | $958,566,920 | | $16,850,000 | $975,416,920 | ||||
Corporate debt | | $29,357,226 | | 29,357,226 | ||||
Money market fund | 52,926,704 | | | 52,926,704 | ||||
Total | $1,011,493,624 | $29,357,226 | $16,850,000 | $1,057,700,850 | ||||
Liabilities | ||||||||
Options written | ($7,500) | | | ($7,500) |
The aggregate value of Level 3 portfolio investments changed during the twelve months ended December 31, 2009 as follows:
Change in Portfolio Valuations using Significant Unobservable Inputs (Level 3) | |
Acquisition of Level 3 assets | $17,500,000 |
Included in net change in unrealized depreciation on investments | (650,000) |
Fair value at December 31, 2009 | $16,850,000 |
The amount of net unrealized gain included in the results of operations attributable | |
to Level 3 assets held at December 31, 2009 and reported within the caption | |
Net change in unrealized appreciation/depreciation in the Statement of Operations: | $650,000 |
9. LITIGATION
The Company is subject to a legal action arising from a construction workers personal injury that is covered under the terms of its insurance policies. Defense and legal costs are being funded by the insurer; damages are unspecified at this time. No liabilities or expenses have been incurred by the Company to date.10. SUBSEQUENT EVENTS
Subsequent events have been evaluated through February 3, 2010, the date the financial statements were available to be issued.
There are no events to report subsequent to December 31, 2009.
The following table | |||||||||||
shows per share | 2009 | 2008 | 2007 | 2006 | 2005 | ||||||
operating performance | PER SHARE OPERATING PERFORMANCE | ||||||||||
data, total investment | Net asset value, beginning of year | $21.09 | $38.10 | $40.54 | $39.00 | $35.49 | |||||
return, ratios and | Net investment income | .11 | .42 | .31 | .34 | .19 | |||||
supplemental data for | Net gain (loss) on securities - realized | ||||||||||
each year in the five- | and unrealized | 6.94 | (16.15) | 3.39 | 4.72 | 5.85 | |||||
year period ended | Other comprehensive income | .07 | (.25) | .02 | .03 | | |||||
December 31, 2009. | Distributions on Preferred Stock: | ||||||||||
This information has | Dividends from net investment income | (.11) | (.11) | (.02) | (.04) | (.03) | |||||
been derived from | Distributions from net short-term | ||||||||||
information contained | capital gains | (.05) | | (.03) | (.01) | (.08) | |||||
in the financial | Distributions from net long-term | ||||||||||
statements and market | capital gains | (.19) | (.27) | (.36) | (.36) | (.30) | |||||
price data for the | Distributions from return of capital | (.01) | | | | | |||||
Companys shares. | (.36) | (.38) | (.41) | (.41) | (.41) | ||||||
Total from investment operations | 6.76 | (16.36) | 3.31 | 4.68 | 5.63 | ||||||
Distributions on Common Stock: | |||||||||||
Dividends from net investment income | (.10) | (.19) | (.33) | (.29) | (.15) | ||||||
Distributions from net short-term | |||||||||||
capital gains | (.05) | | (.38) | (.04) | (.44) | ||||||
Distributions from net long-term | |||||||||||
capital gains | (.19) | (.46) | (5.04) | (2.81) | (1.53) | ||||||
Distributions from return of capital | (.01) | | | | | ||||||
(.35) | (.65) | (5.75) | (3.14) | (2.12) | |||||||
Net asset value, end of year | $27.50 | $21.09 | $38.10 | $40.54 | $39.00 | ||||||
Per share market value, end of year | $23.46 | $17.40 | $34.70 | $37.12 | $34.54 | ||||||
TOTAL INVESTMENT RETURN - Stockholder | |||||||||||
Return, based on market price per share | 36.86% | (48.20%) | 8.72% | 16.78% | 17.40% | ||||||
RATIOS AND SUPPLEMENTAL DATA | |||||||||||
Net assets applicable to Common Stock, | |||||||||||
end of year (000s omitted) | $864,323 | $674,598 | $1,202,923 | $1,199,453 | $1,132,942 | ||||||
Ratio of expenses to average net assets | |||||||||||
applicable to Common Stock | 1.93% | 0.87% | 1.11% | 1.06% | 1.25% | ||||||
Ratio of net income to average net assets | |||||||||||
applicable to Common Stock | 0.46% | 1.31% | 0.78% | 0.86% | 0.51% | ||||||
Portfolio turnover rate | 24.95% | 25.52% | 31.91% | 19.10% | 20.41% | ||||||
PREFERRED STOCK | |||||||||||
Liquidation value, end of year | |||||||||||
(000s omitted) | $190,117 | $199,617 | $200,000 | $200,000 | $200,000 | ||||||
Asset coverage | 555% | 438% | 701% | 700% | 666% | ||||||
Liquidation preference per share | $25.00 | $25.00 | $25.00 | $25.00 | $25.00 | ||||||
Market value per share | $24.53 | $21.90 | $21.99 | $24.44 | $24.07 |
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF GENERAL AMERICAN INVESTORS COMPANY, INC.
We have audited the accompanying statement of assets and liabilities, including the statement of investments, of General American Investors Company, Inc. as of December 31, 2009, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Companys internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2009, by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of General American Investors Company, Inc. at December 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.
NAME (AGE) | PRINCIPAL OCCUPATION | NAME (AGE) | PRINCIPAL OCCUPATION |
EMPLOYEE SINCE | DURING PAST 5 YEARS | EMPLOYEE SINCE | DURING PAST 5 YEARS |
Spencer Davidson (67) | Chairman of the Board since 2007 | Sally A. Lynch, Ph.D. (50) | Vice-President of the |
1994 | President and Chief | 1997 | Company since 2006 |
Executive Officer of the | securities analyst | ||
Company since 1995 | (biotechnology industry) | ||
Andrew V. Vindigni (50) | Senior Vice-President of the | Michael W. Robinson (37) | Vice-President of the |
1988 | Company since 2006 | 2006 | Company since 2010 |
Vice-President 1995-2006 | securities analyst (general | ||
securities analyst (financial | industries) | ||
services and consumer | |||
non-durables industries) | Diane G. Radosti (57) | Treasurer of the | |
1980 | Company since 1990 | ||
Eugene S. Stark (51) | Vice-President, Administration | Principal Accounting | |
2005 | of the Company and | Officer since 2003 | |
Principal Financial Officer | |||
since 2005, Chief Compliance | Carole Anne Clementi (63) | Secretary of the | |
Officer since 2006 | 1982 | Company since 1994 | |
Chief Financial Officer of | shareholder relations | ||
Prospect Energy Corporation | and office management | ||
(2005) | |||
Craig A. Grassi (41) | Assistant Vice-President of | ||
Jesse Stuart (43) | Vice-President of the | 1991 | the Company since 2005 |
2003 | Company since 2006 | information technology | |
securities analyst (general | |||
industries) | Maureen E. LoBello (59) | Assistant Secretary of the | |
1992 | Company since 2005 | ||
benefits administration |
All officers serve for a term of one year and are elected by the Board of Directors at the time of its annual organization meeting on the second Wednesday in April. The address for each officer is the Companys office. Other directorships and affiliations for Mr. Davidson are shown in the listing of Directors on the inside back cover of this report.
COUNSEL | TRANSFER AGENT AND REGISTRAR | |
Sullivan & Cromwell LLP | American Stock Transfer & Trust Company | |
59 Maiden Lane | ||
INDEPENDENT AUDITORS |
New York, NY 10038 | |
Ernst & Young LLP | 1-800-413-5499 | |
www.amstock.com | ||
CUSTODIAN |
| |
State Street Bank and Trust Company |
Previous purchases of the Companys Common and Preferred Stock are set forth in Note 2, on pages 15 and 16. Prospective purchases of Common and Preferred Stock 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 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 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 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.
NAME (AGE) | PRINCIPAL OCCUPATION | |
DIRECTOR SINCE | DURING PAST 5 YEARS | OTHER DIRECTORSHIPS AND AFFILIATIONS |
INDEPENDENT DIRECTORS | ||
Arthur G. Altschul, Jr. (45) | Co-Founder and Chairman | Delta Opportunity Fund, Ltd., Director |
1995 | Kolltan Pharmaceuticals, Inc. | Diversified Natural Products, Inc., Director |
Medicis Pharmaceutical Corporation, Director | ||
Managing Member | Medrium, Inc., Chairman, Board of Directors | |
Diaz & Altschul Capital | National Public Radio Foundation, Trustee | |
Management, LLC | Neurosciences Research Foundation, Trustee | |
(private investment company) | The Overbrook Foundation, Director | |
Rodney B. Berens (64) | Founding Partner | Agni Capital Management Ltd., Member of Investment Committee |
2007 | Berens Capital Management, LLC | Alfred P. Sloan Foundation, Member of Investment Committee |
Pendragon Capital Management Limited, Non-Executive Director | ||
Peterson Institute for International Economics, Member of | ||
Investment Committee | ||
Pierpont Morgan Library, Vice President of Finance and Head | ||
of Investment Sub-Committee | ||
The Woods Hole Oceanographic Institute, Trustee and Head | ||
of Investment Committee | ||
Lewis B. Cullman (91) | Philanthropist | Chess-in-the-Schools, Chairman Emeritus |
1961 | Metropolitan Museum of Art, Honorary Trustee | |
Municipal Arts Society, Trustee | ||
Museum of Modern Art, Vice Chairman, International Council | ||
and Honorary Trustee | ||
Neurosciences Research Foundation, Vice Chairman, Board | ||
of Trustees | ||
The New York Botanical Garden, Senior Vice Chairman, | ||
Board of Managers | ||
The New York Public Library, Trustee | ||
Gerald M. Edelman (80) | Member, Professor and Chairman of the | Neurosciences Institute of the Neurosciences Research |
1976 | Department of Neurobiology | Foundation, Director and President |
The Scripps Research Institute | NGN Capital, Chairman, Advisory Board | |
Promosome, LLC, Chairman, Scientific Advisory Board | ||
John D. Gordan, III (64) | Partner | |
1986 | Morgan, Lewis & Bockius LLP | |
(lawyers) | ||
Betsy F. Gotbaum (71) | New York Citys Public Advocate | |
2010 | (January 2002-December 2009) | |
Sidney R. Knafel (79) | Lead Independent Director since April 2009 | IGENE Biotechnology, Inc., Director |
1994 | Managing Partner | Insight Communications Company, Inc., Chairman, |
SRK Management Company | Board of Directors | |
(private investment company) | VirtualScopics, Inc., Director | |
Vocollect, Inc., Director | ||
Daniel M. Neidich (60) | Chief Executive Officer | Capmark, Director |
2007 | Dune Real Estate Partners | Prep for Prep, Director |
Real Estate Roundtable, Chairman Elect | ||
Founding Partner and Co-Chief | Urban Land Institute, Trustee | |
Executive Officer | ||
Dune Capital Management LP | ||
(March 2005-December 2009) | ||
D. Ellen Shuman (54) | Vice President and | Bowdoin College, Trustee |
2004 | Chief Investment Officer | Edna McConnell Clark Foundation, Investment Advisor |
Carnegie Corporation of New York | ||
Raymond S. Troubh (83) | Financial Consultant | Diamond Offshore Drilling, Inc., Director |
1989 | Gentiva Health Services, Inc., Director | |
Wendys/Arbys Group, Inc., Director | ||
INTERESTED DIRECTOR | ||
Spencer Davidson (67) | Chairman of the Board | Medicis Pharmaceutical Corporation, Director |
1995 | President and Chief Executive Officer | Neurosciences Research Foundation, Trustee |
General American Investors | ||
Company, Inc. |
All Directors serve for a term of one year and are elected by Stockholders at the time of the annual meeting on the second Wednesday in April. The address for each Director is the Companys office.
ITEM 2. CODE OF ETHICS. On July 9, 2003, the Board of Directors adopted a code of ethics that applies to registrant's principal executive and senior financial officers. The code of ethics is available on registrant's Internet website at http://www.generalamericaninvestors.com/corporateinfo.html. Since the code of ethics was adopted there have been no amendments to the code nor have there been granted any waivers from any provisions of the code of ethics. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. The Board of Directors has determined that none of the members of registrant's audit committee meets the definition of "audit committee financial expert" as the term has been defined by the U.S. Securities and Exchange Commission (the "Commission"). In addition, the Board of Directors has determined that the members of the audit committee have sufficient financial expertise and experience to perform the duties and responsibilities of the audit committee. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a) AUDIT FEES The aggregate fees paid and accrued by the registrant for professional services rendered by its independent auditors, Ernst & Young LLP, for the audit of the registrant's annual financial statements and the review of the registrant's semi-annual financial statements for 2009 and 2008 were $101,250 and $98,300, respectively. (b) AUDIT RELATED FEES The aggregate fees paid or accrued by the registrant for audit-related professional services rendered by Ernst & Young LLP for 2009 and 2008 were $32,000 and $31,100, respectively. Such services and related fees for 2009 and 2008 included: performance of agreed upon procedures relating to the preferred stock basic maintenance reports ($8,000 and $7,900, respectively), review of quarterly employee security transactions and issuance of report thereon ($18,850 and $18,300, respectively) and other audit-related services ($ 5,050 and $4,900, respectively). (c) TAX FEES The aggregate fees paid or accrued by the registrant for professional services rendered by Ernst & Young LLP for the review of the registrant's federal, state and city income tax returns and excise tax calculations for 2009 and 2008 were $16,900 and $16,400, respectively. (d) ALL OTHER FEES No such fees were billed to the registrant by Ernst & Young LLP for 2009 or 2008. (e)(1) AUDIT COMMITTEE PRE-APPROVAL POLICY All services to be performed for the registrant by Ernst & Young LLP must be pre-approved by the audit committee. All |
services performed during 2009 and 2008 were pre-approved by the committee. (2) Not applicable. (f) Not applicable. (g) The aggregate fees paid or accrued by the registrant for non-audit professional services rendered by Ernst & Young LLP to the registrant for 2009 and 2008 were $48,900 and $47,500, respectively. (h) Not applicable. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. (a) The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the audit committee are: D. Ellen Shuman, chairman, Arthur G. Altschul, Jr., Rodney B. Berens, Lewis B. Cullman, and John D. Gordan, III. (b) Not applicable. 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. General American Investors Company, Inc. PROXY VOTING POLICIES AND PROCEDURES General American Investors Company, Inc. (the "Company") is uniquely structured as an internally managed closed-end investment company. Our research efforts, including the receipt and analysis of proxy material, are focused on the securities in the Company's portfolio, as well as alternative investment opportunities. We vote proxies relating to our portfolio securities in the best long-term interests of the Company. Our investment approach stresses fundamental security analysis, which includes an evaluation of the integrity, as well as the effectiveness of management personnel. In proxy material, we review management proposals and |
management recommendations relating to shareholder proposals in order to, among other things, gain assurance that management's positions are consistent with its integrity and the long-term interests of the company. We generally find this to be the case and, accordingly, give significant weight to the views of management when we vote proxies. Proposals that may have an impact on the rights or privileges of the securities held by the Company would be reviewed very carefully. The explanation for a negative impact could justify the proposal; however, if such justification were not present, we would vote against a significant reduction in the rights or privileges associated with any of our holdings. Proposals relating to corporate governance matters are reviewed on a case-by-case basis. When they involve changes in the state of incorporation, mergers or other restructuring, we would, if necessary, complete our review of the rationale for the proposal by contacting company representatives and, with few exceptions, vote in favor of management's recommendations. Proposals relating to anti-takeover provisions, such as staggered boards, poison pills and supermajorities could be more problematic. They would be considered in light of our assessment of the capability of current management, the duration of the proposal, the negative impact it might have on the attractiveness of the company to future "investors," among other factors. We can envision circumstances under which we would vote against an anti-takeover provision. Generally, we would vote with management on proposals relating to changes to the company's capital structure, including increases and decreases of capital and issuances of preferred stock; however, we would review the facts and circumstances associated with each proposal before finalizing our decision. Well-structured stock option plans and management compensation programs are essential for companies to attract and retain high caliber management personnel. We generally vote in favor of proposals relating to these issues; however, there could be an occasion on which we viewed such a proposal as over reaching on the part of management or having the potential for excessive dilution when we would vote against the proposal. Corporations should act in a responsible manner toward their employees, the communities in which they are located, the customers they serve and the world at large. We have observed that most stockholder proposals relating to social issues focus on a narrow issue and the corporate position set forth in the proxy material provides a well-considered response demonstrating an appropriate and responsible action or position. Accordingly, we generally support management recommendations on these types of proposals; however, we would consider each proposal on a case-by-case basis. We take voting proxies of securities held in our portfolio very seriously. |
As indicated above, it is an integral part of the analytical process at General American Investors. Each proposal and any competing interests are reviewed carefully on a case-by-case basis. Generally, we support and vote in accordance with the recommendations of management; however, the overriding basis for the votes we cast is the best long-term interests of the Company. Date: July 9, 2003 Item 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. As of December 31, 2009 and the date of this filing, Mr. Spencer Davidson, Chairman, President and Chief Executive Officer, serves as the Portfolio Manager of the registrant and is responsible for its day-to-day management. He has served in this capacity since 1995. Mr. Davidson does not provide such services for any other registered investment companies, pooled investment vehicles, or other accounts. For performing such responsibilities, Mr. Davidson receives cash compensation in the form of a fixed salary and an annual performance bonus. The annual performance bonus is principally based upon the absolute performance of the registrant and its relative performance to a closed-end management investment company peer group (comprised of core equity funds) and the S&P 500 Index. Performance is evaluated in December by the Compensation Committee of the Board of Directors (the members of which are independent and consult with the full Board of Directors), based upon the registrant's net asset value return and total investment return during the twelve months ended October 31. Additional consideration is given to performance during the subsequent intervening period and to market compensation data provided by a noted industry compensation consulting firm. Mr. Davidson beneficially owns in excess of $1 million of the registrant's outstanding equity securities. |
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 | ||||
07/01-07/31 | 12,943 | 19.2283 | 12,943 | 537,610 | |
08/01-08/31 | 30,958 | 21.7777 | 30,958 | 506,652 | |
09/01-09/30 | 245,059 | 23.4236 | 245,059 | 261,593 | |
10/01-10/31 | 237,253 | 23.8849 | 237,253 | 24,340 | |
11/01-11/30 | 114,114 | 23.3439 | 114,114 | 710,226 | |
12/01-12/31 | 196,611 | 23.1895 | 196,611 | 513,615 | |
Total for year | 836,938 | 836,938 |
Note- On November 4, 2009, the Board of Directors and the registrant announced the repurchase of an additional 800,000 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, July 1, 2009, there were 550,553 shares available for repurchase under such authorization. As of the end of the period, December 31, 2009 , there were 513,615 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 | |
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 | ||||
07/01-07/31 | 18,450 | 23.9196 | 18,450 | 604,687 | |
08/01-08/31 | - | - | 604,687 | ||
09/01-09/30 | - | - | 604,687 | ||
10/01-10/31 | - | - | 604,687 | ||
11/01-11/30 | - | - | 604,687 | ||
12/01-12/31 | - | - | 604,687 | ||
Total for year | 18,450 | 18,450 |
Note- The Board of Directors has authorized the repurchase of the registrant's preferred stock when the shares are trading at a prices 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, July 1, 2009, there were 623,137 shares available for repurchase under such authorization. As of the end of the period, Devember 31, 2009, there were 604,687 shares available for repurchase under this program. |
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
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: February 5, 2010 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: February 5, 2010 By: /s/Eugene S. Stark Eugene S. Stark Vice-President, Administration (Principal Financial Officer) Date: February 5, 2010 |