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, 2010 |
ITEM 1: REPORTS TO STOCKHOLDERS
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) | ||
2010 | 2009 | |
Net assets applicable to Common Stock - | ||
December 31 | $950,940,936 | $864,323,372 |
Net investment income | 5,626,730 | 3,400,143 |
Net realized gain | 19,636,107 | 15,219,812 |
Net increase in unrealized appreciation | 109,245,534 | 204,253,481 |
Distributions to Preferred Stockholders | (11,311,972) | (11,474,004) |
Per Common Share-December 31 | ||
Net asset value | $31.26 | $27.50 |
Market price | $26.82 | $23.46 |
Discount from net asset value | -14.2% | -14.7% |
Common Shares outstanding-Dec. 31 | 30,423,294 | 31,425,215 |
Common Stockholders of record-Dec. 31 | 3,504 | 3,689 |
Market price range* (high-low) | $26.85-$21.01 | $24.21-$12.10 |
Market volume-shares | 13,189,863 | 12,694,492 |
*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. 12, 2010 | Dec. 23, 2010 | $.113718 | (a) | $.316282 | $.430000 | |||||
Total from 2010 earnings | ||||||||||
(a) Includes short-term gains in the amount of $.033411 per share. | ||||||||||
Nov. 13, 2009 | Dec. 28, 2009 | $.153697 | (b) | $.186135 | $.010168 | $.350000 | ||||
Total from 2009 earnings | ||||||||||
(b) Includes short-term gains in the amount of $.050416 per share. | ||||||||||
Preferred Stock | ||||||||||
Mar. 8, 2010 | Mar. 24, 2010 | $.098348 | $.273527 | $.371875 | ||||||
Jun. 7, 2010 | Jun. 24, 2010 | .098348 | .273527 | .371875 | ||||||
Sept. 7, 2010 | Sept. 24, 2010 | .098348 | .273527 | .371875 | ||||||
Dec. 7, 2010 | Dec. 27, 2010 | .098348 | .273527 | .371875 | ||||||
Total for 2010 | $.393392 | (c) | $1.094108 | $1.487500 | ||||||
(c) Includes short-term gains in the amount of $.115577 per share ($.02889425 per quarter). | ||||||||||
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 | (d) | $.791072 | $.043216 | $1.487500 | |||||
(d) Includes short-term gains in the amount of $.21426756 per share ($.05356689 per quarter). |
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) | While it seems evident in the long-term that a solution | ||||
per Common Share (assuming reinvestment of all | to America’s sizeable budget and trade deficits, short of | ||||
dividends) increased 15.3% for the year ended | selling more bonds and printing more money, must be | ||||
December 31, 2010. The U.S. stock market was up | found, such concerns may well be superseded by the | ||||
15.1% for the year, as measured by our benchmark, the | fear of inflation and constraints on trade as the year | ||||
Standard & Poor's 500 Stock Index (including income). | unfolds. With the price of oil flirting with $100 once | ||||
The return to our Common Stockholders increased by | again and commodity costs driving a surge in the price | ||||
16.2% and the discount at which our shares traded to | of food and other products, most notably in Asia, the | ||||
their NAV continued to fluctuate and on December 31, | investing environment could become more volatile. | ||||
2010, it was 14.2%. | |||||
Equity valuations appear to be reasonable, if not com- | |||||
The table that follows provides a comprehensive presen- | pelling, supported by agreeable interest rates, as the | ||||
tation of our performance and compares our returns on | dollar’s relative strength continues to facilitate the | ||||
an annualized basis with the S&P 500. Stockholder | Fed’s easy money stance. Additionally, we are encour- | ||||
return reflects widening in the discount to NAV to the | aged by the willingness of companies to raise dividends, | ||||
high end of its historic range, and may not fully | buy back shares or even to break themselves apart in | ||||
illustrate that over many years General American | order to create shareholder value. In this environment, | ||||
Investors has produced superior investment results. | we remain confident that the companies in our portfo- | ||||
Stockholder Return | lio possess the requisite characteristics to generate | ||||
Years | (Market Value) | NAV Return | S&P 500 | superior performance. | |
3 | -6.2% | -4.6% | -2.9% | As part of an ongoing effort to maximize shareholder | |
5 | 0.9 | 1.0 | 2.2 | value, over 4% of the Company’s shares were | |
10 | 2.6 | 2.7 | 1.4 | repurchased in 2010 at an average discount to NAV of | |
20 | 11.9 | 11.5 | 9.1 | 14.6%. The Board of Directors has authorized | |
30 | 12.1 | 12.3 | 10.7 | repurchases of Common Shares when they are trading | |
40 | 12.5 | 12.6 | 10.1 | at a discount to NAV of at least 8%. | |
50 | 12.0 | 12.2 | 9.7 | ||
In December 2010, the Board of Directors renewed | |||||
authority originally granted in 2008 to repurchase up to | |||||
The market rally that began in the first part of 2009 | 1 million outstanding shares of its 5.95% Cumulative | ||||
continued through this year, with our portfolio partici- | Preferred Stock when the shares are trading at a market | ||||
pating fully in its rewards. Progress was uneven, but | price below the liquidation preference of $25.00 per | ||||
confidence improved markedly in the second half of | share. | ||||
the year as the fear of a double-dip recession receded | |||||
and a bipartisan agreement on taxes was achieved. | Information about the Company, including our | ||||
While the Fed’s effort to stabilize the housing market, | investment objectives, operating policies and procedures, | ||||
and hence consumer wealth, was not entirely success- | investment results, record of dividend payments, finan- | ||||
ful, the massive liquidity created in the process was | cial reports and press releases, etc., is available on our | ||||
supportive of equities. Easier financial conditions | website, which can be accessed at | ||||
buoyed consumer confidence, as reflected in holiday | www.generalamericaninvestors.com. | ||||
sales and a resurgent automobile industry. | |||||
By Order of the Board of Directors, | |||||
We enter the new year with Asia continuing to boom, | Spencer Davidson | ||||
Europe growing modestly, and domestic economic ex- | |||||
pansion more secure. Profit margins, while elevated, | Chairman of the Board | ||||
are likely to be maintained owing to an abundance of | President and Chief Executive Officer | ||||
capacity that exists in many parts of the economy. | January 19, 2011 | ||||
Wage pressures should remain muted, reflecting the | |||||
prospect of stubbornly high unemployment in an envi- | |||||
ronment impacted by globalization and rapid | |||||
technological change. |
General American Investors, | As a closed-end investment | ||
Corporate | established in 1927, is one | “GAM” | company, the Company does |
Overview | of the nation’s 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 | Company’s 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 Barron’s 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 2010, the stock | ||
sold at discounts to NAV which ranged from | |||
The Company’s investment approach | 11.5% (May 4) to 16.4% (July 22). 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 14.2%. | ||
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 | Moody’s 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 Company’s 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. Ordinarily, if any additional capital | will receive a statement showing the credit of | ||
gains are realized and available or ordinary in- | the new shares as well as their Plan account | ||
come is earned during the last two months of | and certificated share balances. A brochure | ||
the year, a "spill-over" distribution of these | which describes the features and benefits of | ||
amounts may be paid. Dividends and distribu- | the Investors Choice Plan, including the ability | ||
tions on shares of Preferred Stock are paid | of shareholders to deposit certificates with our | ||
quarterly. Distributions from capital gains and | transfer agent, can be obtained by calling | ||
dividends 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 | |
1943-2010 (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 1991-2010 is shown at the | transactions in shares of the | ||
bottom of page 4.) To the extent that shares | Company’s 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- | stockholder’s 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- | |||
Proxy Voting | The policies and procedures | lect personal information about, stockholders | |
Policies, | used by the Company to de- | who hold the Company’s securities at financial | |
Procedures | termine how to vote proxies | institutions in “street name” registration. | |
and Record | relating to portfolio securities | ||
and the Company’s 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, 2010 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 | ||
Company’s 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 Commission’s website at | We maintain safeguards that comply with fed- | ||
www.sec.gov. | eral standards to guard our stockholders’ | ||
personal information. | |||
Total return on $10,000 | The investment return for a Common Stockholder of General American Investors (GAM) |
investment for 20 years | over the 20 years ended December 31, 2010 is shown in the table below and in the |
ended December 31, 2010 | accompanying chart. The return based on GAM’s net asset value (NAV) per Common |
Share in comparison to the change in the Standard & Poor’s 500 Stock Index (S&P 500) is also | |
displayed. Each illustration assumes an investment of $10,000 at the beginning of 1991. | |
Stockholder Return is the return a Common Stockholder of GAM would have achieved assum- | |
ing reinvestment of all dividends and distributions at the actual reinvestment price and of all | |
cash dividends at the average (mean between high and low) market price on the ex-dividend | |
date. | |
Net Asset Value (NAV) Return is the return on shares of the Company’s Common Stock based | |
on the NAV per share, including the reinvestment of all dividends and distributions at the rein- | |
vestment prices indicated above. | |
Standard & Poor’s 500 Return is the time-weighted total rate of return on this widely- | |
recognized, unmanaged index which is a measure of general stock market performance, includ- | |
ing dividend income. | |
Past performance may not be indicative of future results. |
GENERAL AMERICAN INVESTORS | STANDARD & POOR’S 500 | |||||||
STOCKHOLDER RETURN | NET ASSET VALUE RETURN | RETURN | ||||||
CUMULATIVE | ANNUAL | CUMULATIVE | ANNUAL | CUMULATIVE | ANNUAL | |||
INVESTMENT | RETURN | INVESTMENT | RETURN | INVESTMENT | RETURN | |||
1991 | $18,500 | 85.00% | $16,109 | 61.09% | $13,040 | 30.40% | ||
1992 | 21,234 | 14.78 | 16,681 | 3.55 | 14,030 | 7.59 | ||
1993 | 17,854 | -15.92 | 16,389 | -1.75 | 15,450 | 10.12 | ||
1994 | 16,450 | -7.86 | 15,940 | -2.74 | 15,646 | 1.27 | ||
1995 | 19,941 | 21.22 | 19,699 | 23.58 | 21,513 | 37.50 | ||
1996 | 23,826 | 19.48 | 23,632 | 19.97 | 26,442 | 22.91 | ||
1997 | 33,971 | 42.58 | 31,206 | 32.05 | 35,254 | 33.33 | ||
1998 | 44,607 | 31.31 | 42,172 | 35.14 | 45,320 | 28.55 | ||
1999 | 62,102 | 39.22 | 57,523 | 36.40 | 54,819 | 20.96 | ||
2000 | 73,964 | 19.10 | 67,670 | 17.64 | 49,836 | -9.09 | ||
2001 | 77,166 | 4.33 | 66,858 | -1.20 | 43,910 | -11.89 | ||
2002 | 56,169 | -27.21 | 51,467 | -23.02 | 34,188 | -22.14 | ||
2003 | 71,341 | 27.01 | 65,570 | 27.40 | 43,953 | 28.56 | ||
2004 | 77,611 | 8.79 | 72,369 | 10.37 | 48,695 | 10.79 | ||
2005 | 91,116 | 17.40 | 84,093 | 16.20 | 51,047 | 4.83 | ||
2006 | 106,405 | 16.78 | 94,386 | 12.24 | 59,041 | 15.66 | ||
2007 | 115,684 | 8.72 | 101,946 | 8.01 | 62,235 | 5.41 | ||
2008 | 59,924 | -48.20 | 58,089 | -43.02 | 39,164 | -37.07 | ||
2009 | 82,012 | 36.86 | 76,724 | 32.08 | 49,524 | 26.45 | ||
2010 | 95,331 | 16.24 | 88,470 | 15.31 | 56,983 | 15.06 |
DIVIDENDS AND DISTRIBUTIONS PER COMMON SHARE (1991-2010) (UNAUDITED) | |||||||||||
This table shows | EARNINGS SOURCE | EARNINGS SOURCE | |||||||||
dividends and distribu- | SHORT-TERM | LONG-TERM | RETURN OF | SHORT-TERM | LONG-TERM | RETURN OF | |||||
tions on the Company’s | YEAR | INCOME | CAPITAL GAINS | CAPITAL GAINS | CAPITAL | YEAR | INCOME | CAPITAL GAINS | CAPITAL GAINS | CAPITAL | |
Common Stock for the | 1991 | $.09 | — | $3.07 | — | 2001 | $.37 | $.64 | $1.37 | — | |
prior 20-year period. | 1992 | .03 | — | 2.93 | — | 2002 | .03 | — | .33 | — | |
Amounts shown are | 1993 | .06 | — | 2.34 | — | 2003 | .02 | — | .59 | — | |
based upon the year in | 1994 | .06 | — | 1.59 | — | 2004 | .217 | — | .957 | — | |
which the income was | 1995 | .10 | $.03 | 2.77 | — | 2005 | .547 | .041 | 1.398 | — | |
earned, not the year | 1996 | .20 | .05 | 2.71 | — | 2006 | .334 | — | 2.666 | — | |
paid. Spill-over | 1997 | .21 | — | 2.95 | — | 2007 | .706 | .009 | 5.25 | — | |
payments made after | 1998 | .47 | — | 4.40 | — | 2008 | .186 | — | .254 | — | |
year-end are attributable | 1999 | .42 | .62 | 4.05 | — | 2009 | .103 | .051 | .186 | $.01 | |
to income and gain | 2000 | .48 | 1.55 | 6.16 | — | 2010 | .081 | .033 | .316 | — | |
earned in the prior year. |
SHARES OR PRINCIPAL | SHARES OR | ||
INCREASES | AMOUNT TRANSACTED | PRINCIPAL AMOUNT HELD | |
NEW POSITIONS | Aon Corporation | 330,490 (b) | 330,490 |
Apple Inc. | — | 60,000 (c) | |
Celgene Corporation | 100,000 | 200,000 (c) | |
MSCI Inc. Class A | — | 300,000 (c) | |
ADDITIONS | American Express Company | 50,000 | 375,000 |
Microsoft Corporation | 200,000 | 770,000 | |
PepsiCo, Inc. | 15,000 | 315,000 | |
Republic Services, Inc. | 8,100 | 957,100 | |
Unilever N.V. | 104,917 | 654,917 | |
DECREASES | |||
ELIMINATIONS | Hewitt Associates, Inc. Class A | 466,100 (d) | — |
Leap Wireless International, Inc. | 78,000 | — | |
Smithfield Foods, Inc. Corporate Bond 7.75% Due 5/15/2013 | $9,600,000 | — | |
VeriFone Holdings, Inc. Corporate Bond 1.375% Due 6/15/2012 | $10,000,000 | — | |
REDUCTIONS | Alpha Natural Resources, Inc. | 40,000 | 224,200 |
Alexander & Baldwin, Inc. | 46,338 | 189,762 | |
ASML Holding N.V. | 125,000 | 575,000 | |
Dell Inc. | 275,000 | 1,015,000 | |
Everest Re Group, Ltd. | 5,000 | 245,000 | |
Halliburton Company | 20,000 | 780,000 | |
MetLife, Inc. | 5,000 | 275,000 | |
Nelnet, Inc. | 13,500 | 590,000 | |
PartnerRe Ltd. | 5,000 | 260,000 | |
Teradata Corporation | 90,000 | 360,000 |
(a) | Common shares unless otherwise noted; excludes transactions in Common Stocks -Miscellaneous - Other. |
(b) | Shares received in a merger with Hewitt Associates, Inc. Class A. |
(c) | Shares purchased in prior period and previously carried under Common Stocks - Miscellaneous - Other. |
(d) | Position eliminated as a result of a merger with Aon Corporation. |
DECEMBER 31, 2010 | ||||||
INDUSTRY CATEGORY | COST(000) | VALUE(000) | PERCENT COMMON | |||
The diversification of the | Finance and Insurance | NET ASSETS* | ||||
Company’s net assets applic- | Banking | $29,925 | $40,183 | 4.3% | ||
able to its Common Stock by | Insurance | 56,173 | 114,131 | 12.0 | ||
industry group as of | Other | 39,168 | 84,411 | 8.9 | ||
December 31, 2010 is shown | 125,266 | 238,725 | 25.2 | |||
in the table. | Retail Trade | 70,763 | 156,568 | 16.5 | ||
Oil and Natural Gas | ||||||
(Including Services) | 66,686 | 126,428 | 13.3 | |||
Consumer Products and Services | 68,654 | 93,439 | 9.8 | |||
Computer Software and Systems | 84,087 | 91,651 | 9.6 | |||
Health Care/Pharmaceuticals | 71,961 | 70,312 | 7.4 | |||
Communications and | ||||||
Information Services | 47,448 | 65,752 | 6.9 | |||
Environmental Control | ||||||
(Including Services) | 39,191 | 51,807 | 5.4 | |||
Miscellaneous** | 47,148 | 47,668 | 5.0 | |||
Machinery and Equipment | 24,526 | 40,050 | 4.2 | |||
Technology | 34,369 | 35,155 | 3.7 | |||
Aerospace/Defense | 22,957 | 25,584 | 2.7 | |||
Semiconductors | 13,464 | 22,045 | 2.3 | |||
Building and Real Estate | 23,385 | 20,851 | 2.2 | |||
Metals | 16,055 | 20,032 | 2.1 | |||
Transportation | 8,650 | 7,596 | 0.8 | |||
764,610 | 1,113,663 | 117.1 | ||||
Short-Term Securities | 31,498 | 31,498 | 3.3 | |||
Total Investments | $796,108 | 1,145,161 | 120.4 | |||
Other Assets and Liabilities - Net | (4,103) | (0.4) | ||||
Preferred Stock | (190,117) | (20.0) | ||||
Net Assets Applicable to | ||||||
Common Stock | $950,941 | 100.0% |
* | Net assets applicable to the Company’s Common Stock. |
** | Securities which have been held for less than one year, not previously disclosed and not restricted. |
% COMMON | ||||
SHARES | VALUE | NET ASSETS* | ||
The statement of | THE TJX COMPANIES, INC. | 1,632,400 | $72,462,236 | 7.6% |
investments as of | Through its T.J. Maxx and Marshalls divisions, TJX is the leading | |||
December 31, 2010, | off-price retailer. The continued growth of these divisions in the | |||
shown on pages 8 and 9 | U.S. and Europe, along with expansion of related U.S. and foreign | |||
includes 57 security | off-price formats, provide ongoing growth opportunities. | |||
issues. Listed here are | WEATHERFORD INTERNATIONAL LTD. | 2,150,000 | 49,020,000 | 5.2 |
the ten largest holdings | Weatherford supplies a broad range of oil field services and | |||
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 | 41,520,750 | 4.4 | |
Costco is the world’s largest wholesale club with a record of steady | ||||
growth in sales and profits as it continues to gain share of the consumer | ||||
dollar. | ||||
APACHE CORPORATION | 296,478 | 35,349,072 | 3.7 | |
Apache is a large independent oil and gas company with a long | ||||
history of growing production and creating value for shareholders. | ||||
The company’s operations are primarily focused in North America, | ||||
Egypt, Australia, and the North Sea. | ||||
QUALCOMM INCORPORATED | 700,000 | 34,643,000 | 3.6 | |
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. | ||||
HALLIBURTON COMPANY | 780,000 | 31,847,400 | 3.4 | |
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 an attractive | ||||
long-term return on investment capital and strong shareholder | ||||
appreciation. | ||||
WAL-MART STORES, INC. | 550,000 | 29,661,500 | 3.1 | |
Wal-Mart is the world’s largest retailer offering value to consumers | ||||
in the U.S. and fifteen foreign countries. | ||||
REPUBLIC SERVICES, INC. | 957,100 | 28,579,006 | 3.0 | |
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. | ||||
ARCH CAPITAL GROUP LTD. | 315,000 | 27,735,750 | 2.9 | |
Arch Capital, a Bermuda-based insurer/reinsurer, generates premiums | ||||
of approximately $3.5 billion and has a high quality, well-reserved | ||||
A-rated balance sheet. This company has a strong management team | ||||
that exercises prudent underwriting discipline and efficient expense | ||||
control, resulting in above-average earnings and book value growth. | ||||
ABB LTD. ADR | 1,200,000 | 26,940,000 | 2.8 | |
ABB provides power and automation technologies to customers | ||||
around the world. ABB should benefit from the building of electrical | ||||
systems in developing countries and the replacement of outdated | ||||
infrastructure in developed countries. | ||||
$377,758,714 | 39.7% | |||
*Net assets applicable to the Company’s Common Stock. |
SHARES | COMMON STOCKS | VALUE (NOTE 1a) | ||
AEROSPACE/DEFENSE | 325,000 | United Technologies Corporation | (COST $22,957,205) | $25,584,000 |
(2.7%) | ||||
BUILDING AND | 1,946,880 | CEMEX, S.A.B. de C.V. ADR (a)* | (COST $23,385,068) | 20,851,085 |
REAL ESTATE (2.2%) | ||||
COMMUNICATIONS AND | 960,000 | Cisco Systems, Inc. (a) | 19,420,800 | |
INFORMATION SERVICES | 300,000 | MSCI Inc. Class A (a) | 11,688,000 | |
(6.9%) | 700,000 | QUALCOMM Incorporated | 34,643,000 | |
(COST $47,448,300) | 65,751,800 | |||
COMPUTER SOFTWARE | 60,000 | Apple Inc. (a) | 19,353,600 | |
AND SYSTEMS (9.6%) | 1,015,000 | Dell Inc. (a) | 13,753,250 | |
770,000 | Microsoft Corporation | 21,490,700 | ||
168,100 | NetEase.com, Inc. (a) | 6,076,815 | ||
55,000 | Nintendo Co., Ltd. | 16,158,920 | ||
360,000 | Teradata Corporation (a) | 14,817,600 | ||
(COST $84,086,757) | 91,650,885 | |||
CONSUMER PRODUCTS | 350,000 | Diageo plc ADR* | 26,015,500 | |
AND SERVICES (9.8%) | 450,000 | Nestle S.A. | 26,384,130 | |
315,000 | PepsiCo, Inc. | 20,578,950 | ||
654,917 | Unilever N.V. | 20,460,026 | ||
(COST $68,654,249) | 93,438,606 | |||
ENVIRONMENTAL CONTROL | 957,100 | Republic Services, Inc. | 28,579,006 | |
(INCLUDING SERVICES) (5.4%) | 630,000 | Waste Management, Inc. | 23,228,100 | |
(COST $39,190,474) | 51,807,106 | |||
FINANCE AND INSURANCE | BANKING (4.0%) | |||
(24.9%) | 500,000 | Bond Street Holdings LLC (a) (b) | 10,050,000 | |
425,000 | JPMorgan Chase & Co. | 18,028,500 | ||
110,000 | M&T Bank Corporation | 9,575,500 | ||
(COST $27,690,799) | 37,654,000 | |||
INSURANCE (12.0%) | ||||
315,000 | Arch Capital Group Ltd. (a) | 27,735,750 | ||
245,000 | Everest Re Group, Ltd. | 20,780,900 | ||
700,000 | Fidelity National Financial, Inc. | 9,576,000 | ||
37,500 | Forethought Financial Group, Inc. Class A with Warrants (a) (c) | 7,500,000 | ||
275,000 | MetLife, Inc. | 12,221,000 | ||
260,000 | PartnerRe Ltd. | 20,891,000 | ||
83,000 | Transatlantic Holdings, Inc. | 4,284,460 | ||
200,000 | The Travelers Companies, Inc. | 11,142,000 | ||
(COST $56,173,146) | 114,131,110 | |||
OTHER (8.9%) | ||||
375,000 | American Express Company | 16,095,000 | ||
330,490 | Aon Corporation | 15,205,845 | ||
110 | Berkshire Hathaway Inc. Class A (a) | 13,249,500 | ||
1,666,667 | Epoch Holding Corporation | 25,883,338 | ||
590,000 | Nelnet, Inc. | 13,977,100 | ||
(COST $39,167,898) | 84,410,783 | |||
(COST $123,031,843) | 236,195,893 | |||
HEALTH CARE / | 200,000 | Celgene Corporation (a) | 11,828,000 | |
PHARMACEUTICALS | 382,100 | Cephalon, Inc. (a) | 23,583,212 | |
(7.4%) | 529,900 | Cytokinetics, Incorporated (a) | 1,107,491 | |
564,500 | Gilead Sciences, Inc. (a) | 20,457,480 | ||
755,808 | Pfizer Inc. | 13,234,198 | ||
195,344 | Poniard Pharmaceuticals, Inc. (a) | 101,579 | ||
(COST $71,961,454) | 70,311,960 | |||
MACHINERY AND | 1,200,000 | ABB Ltd. ADR* | 26,940,000 | |
EQUIPMENT (4.2%) | 1,000,000 | The Manitowoc Company, Inc. | 13,110,000 | |
(COST $24,525,812) | 40,050,000 |
SHARES | COMMON STOCKS (Continued) | VALUE (NOTE 1a) | ||
METALS (2.1%) | 224,200 | Alpha Natural Resources, Inc. (a) | $13,458,726 | |
150,000 | Nucor Corporation | 6,573,000 | ||
(COST $16,054,563) | 20,031,726 | |||
MISCELLANEOUS (5.0%) | Other (d) | (COST $47,147,991) | 47,667,807 | |
OIL AND NATURAL GAS | 296,478 | Apache Corporation | 35,349,072 | |
(INCLUDING SERVICES) | 130,062 | Devon Energy Corporation | 10,211,168 | |
(13.3%) | ||||
780,000 | Halliburton Company | 31,847,400 | ||
2,150,000 | Weatherford International Ltd. (a) | 49,020,000 | ||
(COST $66,685,797) | 126,427,640 | |||
RETAIL TRADE (16.5%) | 575,000 | Costco Wholesale Corporation | 41,520,750 | |
400,000 | J.C. Penney Company, Inc. | 12,924,000 | ||
1,632,400 | The TJX Companies, Inc. | 72,462,236 | ||
550,000 | Wal-Mart Stores, Inc. | 29,661,500 | ||
(COST $70,763,323) | 156,568,486 | |||
SEMICONDUCTORS (2.3%) | 575,000 | ASML Holding N.V. | (COST $13,463,950) | 22,045,500 |
TECHNOLOGY (3.7%) | 750,000 | International Game Technology | 13,267,500 | |
1,900,000 | Xerox Corporation | 21,888,000 | ||
(COST $34,368,474) | 35,155,500 | |||
TRANSPORTATION (0.8%) | 189,762 | Alexander & Baldwin, Inc. | (COST $8,650,439) | 7,596,173 |
TOTAL COMMON STOCKS (116.8%) | (COST $762,375,699) | 1,111,134,167 | ||
WARRANTS | WARRANT | |||
BANKING (0.3%) | 175,000 | JPMorgan Chase & Co. Expires 10/28/2018 (a) (COST $2,234,227) | 2,528,750 | |
SHORT-TERM SECURITIES AND OTHER ASSETS | ||||
SHARES | ||||
31,497,764 | SSgA Prime Money Market Fund (3.3%) | (COST $31,497,764) | 31,497,764 | |
TOTAL INVESTMENTS (e) (120.4%) | (COST $796,107,690) | 1,145,160,681 | ||
Liabilities in excess of receivables and other assets (-0.4%) | (4,102,570) | |||
1,141,058,111 | ||||
PREFERRED STOCK (-20.0%) | (190,117,175) | |||
NET ASSETS APPLICABLE TO COMMON STOCK (100%) | $950,940,936 |
* | ADR - American Depository Receipt |
(a) | Non-income producing security. |
(b) | Level 3 fair value measurement, restricted security acquired 11/4/09, aggregate cost $10,000,000, unit cost is $20.00 and fair value is $20.10 per share, note 2. Fair value is based upon bid and transaction prices provided via the NASDAQ OMX PORTAL Alliance trading and transfer system for privately placed equity securities traded in the over-the-counter market among qualified investors and an evaluation of book value per share. |
(c) | Level 3 fair value measurement, restricted security acquired 11/3/09, aggregate cost $7,500,000, unit cost and fair value is $200.00 per share,note 2. Fair valuation is based upon a market approach using valuation metrics (market price-earnings and market price-book value multiples), and changes therein, relative to a peer group of companies established by the underwriters. |
(d) | Securities which have been held for less than one year, not previously disclosed, and not restricted. |
(e) | At December 31, 2010: (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 $374,670,047, (3) aggregate gross unrealized depreciation was $25,617,056, and (4) net unrealized appreciation was $349,052,991. |
ASSETS | DECEMBER 31, 2010 |
INVESTMENTS, AT VALUE (NOTE 1a) | |
Common stocks (cost $762,375,699) | $1,111,134,167 |
Warrant (cost $2,234,227) | 2,528,750 |
Money market fund (cost $31,497,764) | 31,497,764 |
Total investments (cost $796,107,690) | 1,145,160,681 |
RECEIVABLES AND OTHER ASSETS | |
Cash | 23,503 |
Dividends, interest and other receivables | 868,194 |
Qualified pension plan asset, net excess funded (note 7) | 3,890,348 |
Prepaid expenses and other assets | 2,513,773 |
TOTAL ASSETS | 1,152,456,499 |
LIABILITIES | |
Accrued preferred stock dividend not yet declared | 219,955 |
Accrued supplemental pension plan liability (note 7) | 3,757,450 |
Accrued supplemental thrift plan liability (note 7) | 3,011,296 |
Accrued expenses and other liabilities | 4,409,687 |
TOTAL LIABILITIES | 11,398,388 |
5.95% CUMULATIVE PREFERRED STOCK, SERIES B - | |
7,604,687at a liquidation value of $25 per share (note 5) | 190,117,175 |
NET ASSETS APPLICABLE TO COMMON STOCK - 30,423,294 (note 5) | $950,940,936 |
NET ASSET VALUE PER COMMON SHARE | $31.26 |
NET ASSETS APPLICABLE TO COMMON STOCK | |
Common Stock, 30,423,294 shares at par value (note 5) | $30,423,294 |
Additional paid-in capital (note 5) | 572,919,395 |
Undistributed realized loss on securities sold | (135,312) |
Undistributed net investment income (note 5) | 3,721,504 |
Accumulated other comprehensive income (loss) (note 7) | (4,820,981) |
Unallocated distributions on Preferred Stock | ( 219,955) |
Unrealized appreciation on investments and options | 349,052,991 |
NET ASSETS APPLICABLE TO COMMON STOCK | $950,940,936 |
(see notes to financial statements) |
YEAR ENDED | |
INCOME | DECEMBER 31, 2010 |
Dividends (net of foreign withholding taxes of $589,410) | $16,134,911 |
Interest | 2,682,021 |
TOTAL INCOME | 18,816,932 |
EXPENSES | |
Investment research | 7,414,909 |
Administration and operations | 3,012,116 |
Office space and general | 1,660,435 |
Auditing and legal fees | 303,500 |
Directors’ fees and expenses | 271,311 |
Miscellaneous taxes | 236,450 |
Transfer agent, custodian and registrar fees and expenses | 148,314 |
Stockholders’ meeting and reports | 143,167 |
TOTAL EXPENSES | 13,190,202 |
NET INVESTMENT INCOME | 5,626,730 |
Realized Gain And Change In Unrealized Appreciation On Investments (Notes 1, 3 and 4) | |
Net realized gain on investments: | |
Securities transactions (long-term, except for $1,712,872) | 19,475,376 |
Written option transactions (notes 1b and 4) | 160,731 |
19,636,107 | |
Net increase in unrealized appreciation | 109,245,534 |
NET INVESTMENT INCOME AND GAIN ON INVESTMENTS | 134,508,371 |
DISTRIBUTIONS TO PREFERRED STOCKHOLDERS | (11,311,972) |
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $123,196,399 |
(see notes to financial statements) |
YEAR ENDED DECEMBER 31, | |||
OPERATIONS | 2010 | 2009 | |
Net investment income | $5,626,730 | $3,400,143 | |
Net realized gain on investments | 19,636,107 | 15,219,812 | |
Net increase in unrealized appreciation | 109,245,534 | 204,253,481 | |
134,508,371 | 222,873,436 | ||
Distributions to Preferred Stockholders: | |||
From net investment income | (2,112,684) | ( 3,389,107) | |
From short-term capital gains | (878,926) | (1,654,369) | |
From long-term capital gains | (8,320,362) | (6,107,907) | |
Return of capital | — | (333,668) | |
Unallocated distributions | — | 11,047 | |
Decrease in net assets from Preferred distributions | (11,311,972) | (11,474,004) | |
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | 123,196,399 | 211,399,432 | |
OTHER COMPREHENSIVE INCOME | |||
Funded status of defined benefit plans (note 7) | 44,177 | 1,911,451 | |
DISTRIBUTIONS TO COMMON STOCKHOLDERS | |||
From net investment income | (2,427,967) | (3,248,669) | |
From short-term capital gains | (1,010,091) | (1,585,814) | |
From long-term capital gains | (9,562,040) | (5,854,806) | |
Return of capital | — | (319,841) | |
DECREASE IN NET ASSETS FROM COMMON DISTRIBUTIONS | (13,000,098) | (11,009,130) | |
CAPITAL SHARE TRANSACTIONS (NOTE 5) | |||
Value of Common Shares issued in payment of dividends | |||
and distributions | 7,219,220 | 6,430,088 | |
Cost of Common Shares purchased | (30,842,134) | (19,553,159) | |
Benefit to Common Shareholders resulting from | |||
Preferred Shares purchased | — | 546,889 | |
DECREASE IN NET ASSETS - CAPITAL TRANSACTIONS | (23,622,914) | (12,576,182) | |
NET INCREASE IN NET ASSETS | 86,617,564 | 189,725,571 | |
NET ASSETS APPLICABLE TO COMMON STOCK | |||
BEGINNING OF YEAR | 864,323,372 | 674,597,801 | |
END OF YEAR (including undistributed net investment | |||
income of $3,721,504 and $2,522,662, respectively) | $950,940,936 | $864,323,372 | |
(see notes to financial statements) |
The table shows per | ||||||||||
share operating perfor- | 2010 | 2009 | 2008 | 2007 | 2006 | |||||
mance data, total | PER SHARE OPERATING PERFORMANCE | |||||||||
investment return, ratios | Net asset value, beginning of year | $27.50 | $21.09 | $38.10 | $40.54 | $39.00 | ||||
and supplemental data | Net investment income | .19 | .11 | .42 | .31 | .34 | ||||
for each year in the five- | Net gain (loss) on securities - realized | |||||||||
year period ended | and unrealized | 4.37 | 6.94 | (16.15) | 3.39 | 4.72 | ||||
December 31, 2010. | Other comprehensive income | — | .07 | (.25) | .02 | .03 | ||||
This information has | 4.56 | 7.12 | (15.98) | 3.72 | 5.09 | |||||
been derived from | Distributions on Preferred Stock: | |||||||||
information contained | Dividends from net investment income | (.07) | (.11) | (.11) | (.02) | (.04) | ||||
in the financial | Distributions from net short-term | |||||||||
statements and market | capital gains | (.03) | (.05) | — | (.03) | (.01) | ||||
price data for the | Distributions from net long-term | |||||||||
Company’s shares. | capital gains | (.27) | (.19) | (.27) | (.36) | (.36) | ||||
Distributions from return of capital | — | (.01) | — | — | — | |||||
(.37) | (.36) | (.38) | (.41) | (.41) | ||||||
Total from investment operations | 4.19 | 6.76 | (16.36) | 3.31 | 4.68 | |||||
Distributions on Common Stock: | ||||||||||
Dividends from net investment income | (.08) | (.10) | (.19) | (.33) | (.29) | |||||
Distributions from net short-term | ||||||||||
capital gains | (.03) | (.05) | — | (.38) | (.04) | |||||
Distributions from net long-term | ||||||||||
capital gains | (.32) | (.19) | (.46) | (5.04) | (2.81) | |||||
Distributions from return of capital | — | (.01) | — | — | — | |||||
(.43) | (.35) | (.65) | (5.75) | (3.14) | ||||||
Net asset value, end of year | $31.26 | $27.50 | $21.09 | $38.10 | $40.54 | |||||
Per share market value, end of year | $26.82 | $23.46 | $17.40 | $34.70 | $37.12 | |||||
TOTAL INVESTMENT RETURN - Stockholder | ||||||||||
Return, based on market price per share | 16.24% | 36.86% | (48.20%) | 8.72% | 16.78% | |||||
RATIOS AND SUPPLEMENTAL DATA | ||||||||||
Net assets applicable to Common Stock, | ||||||||||
end of year (000’s omitted) | $950,941 | $864,323 | $674,598 | $1,202,923 | $1,199,453 | |||||
Ratio of expenses to average net assets | ||||||||||
applicable to Common Stock | 1.54% | 1.93% | 0.87% | 1.11% | 1.06% | |||||
Ratio of net income to average net assets | ||||||||||
applicable to Common Stock | 0.66% | 0.46% | 1.31% | 0.78% | 0.86% | |||||
Portfolio turnover rate | 18.09% | 24.95% | 25.52% | 31.91% | 19.10% | |||||
PREFERRED STOCK | ||||||||||
Liquidation value, end of year | ||||||||||
(000’s omitted) | $190,117 | $190,117 | $199,617 | $200,000 | $200,000 | |||||
Asset coverage | 600% | 555% | 438% | 701% | 700% | |||||
Liquidation preference per share | $25.00 | $25.00 | $25.00 | $25.00 | $25.00 | |||||
Market value per share | $24.95 | $24.53 | $21.90 | $21.99 | $24.44 |
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 offi- |
cers 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 securi- |
ties 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 purchas- |
ing 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 under- |
lying 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 4 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 ac- |
crual basis. Cost of short-term investments represents amortized cost. |
d. FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS Portfolio securities and other assets and liabilities de- |
nominated 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 for- |
eign 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 Company’s 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 be- |
tween 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 de- |
nominated 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 sharehold- |
ers. 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 Company’s policy is to fulfill the requirements of the Internal Revenue Code applicable to reg- |
ulated 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, 2010, 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 Company’s 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. FAIR VALUE MEASUREMENTS |
Various data inputs are used in determining the value of the Company’s 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 Company’s 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 Company’s net assets as of December 31, 2010: |
Assets | Level 1 | Level 2 | Level 3 | Total | ||||
Common stocks | $1,093,584,167 | — | $17,550,000 | $1,111,134,167 | ||||
Warrant | 2,528,750 | — | — | 2,528,750 | ||||
Money market fund | 31,497,764 | — | — | 31,497,764 | ||||
Total | $1,127,610,681 | — | $17,550,000 | $1,145,160,681 |
The aggregate value of Level 3 portfolio investments changed during the twelve months ended December 31, 2010 as follows: | |
Change in portfolio valuations using significant unobservable inputs (Level 3) | Level 3 |
Fair value at December 31, 2009 | $16,850,000 |
Net change in unrealized appreciation on investments | 700,000 |
Fair value at December 31, 2010 | $17,550,000 |
The amount of net unrealized gain included in the results of operations attributable | |
to Level 3 assets held at December 31, 2010 and reported within the caption | |
Net change in unrealized appreciation/depreciation in the Statement of Operations: | $700,000 |
3. PURCHASES AND SALES OF SECURITIES | |
Purchases and sales of securities (other than short-term securities and options) during 2010 amounted to $180,720,253 | |
and $200,591,115, on long transactions, respectively. |
4. WRITTEN OPTIONS | |||||||
Transactions in written covered call and collateralized put options during the year ended December 31, 2010 were as follows: | |||||||
Covered Calls | Collateralized Puts | ||||||
Contracts | Premiums | Contracts | Premiums | ||||
Options outstanding, December 31, 2009 | — | — | 250 | $46,223 | |||
Options written | 1,955 | $343,502 | — | — | |||
Options expired | (1,955) | (343,502) | (250) | (46,223) | |||
Options outstanding, December 31, 2010 | 0 | $0 | 0 | $0 | |||
5. 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, 30,423,294 shares were issued | |||||||
and outstanding; 8,000,000 Preferred Shares were originally issued and 7,604,687 were outstanding on December 31, 2010. | |||||||
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 mar- | |||||||
ket at prices below $25.00 per share. | |||||||
The Company is required to allocate distributions from long-term capital gains and other types of income proportion- | |||||||
ately 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 capi- | |||||||
tal gains or will represent a return of capital. |
5. CAPITAL STOCK AND DIVIDEND DISTRIBUTIONS - (Continued from previous page.) |
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 Moody’s Investor Service, Inc. Rating Agency Guidelines, the Company is required to main- |
tain 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 Company’s 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. |
Holders of Preferred Stock will elect two members to the Company’s 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 Company’s subclassi- |
fication 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 Company’s control, outside of the net assets |
applicable to Common Stock in the Statement of Assets and Liabilities. |
Transactions in Common Stock during 2010 and 2009 were as follows: |
SHARES | AMOUNT | ||||||
2010 | 2009 | 2010 | 2009 | ||||
Shares issued in payment of dividends and | |||||||
distributions (includes 277,555 and | |||||||
281,281 shares issued from treasury, | |||||||
respectively) | 277,555 | 281,281 | $277,555 | $281,281 | |||
Increase in paid-in capital | 6,941,665 | 6,148,807 | |||||
Total increase | 7,219,220 | 6,430,088 | |||||
Shares purchased (at an average | |||||||
discount from net asset value of | |||||||
14.6% and 13.6%, respectively) | 1,279,476 | 836,938 | (1,279,476) | (836,938) | |||
Decrease in paid-in capital | (29,562,658) | (18,716,221) | |||||
Total decrease | (30,842,134) | (19,553,159) | |||||
Net decrease | ($23,622,914) | ($13,123,071) |
At December 31, 2010, the Company held in its treasury 1,557,578 shares of Common Stock with an aggregate cost in the amount |
of $37,302,822. |
Distributions for tax and book purposes are substantially the same. As of December 31, 2010, distributable earnings on a tax basis |
included $349,052,991 from unrealized appreciation. Reclassifications arising from permanent “book/tax” differences reflect non-tax |
deductible expenses incurred during the year ended December 31, 2010. As a result, undistributed net investment income was |
increased by $112,763 and additional paid-in capital was decreased by $112,763. Net assets were not affected by this reclassification. |
6. OFFICERS’ COMPENSATION -The aggregate compensation accrued and paid by the Company during the year ended December |
31, 2010 to its officers (identified on page 20) amounted to $6,793,000. |
7. 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 2010 was $743,113. The qualified thrift plan acquired 35,449 shares of the Company’s Common Stock |
during the year ended December 31, 2010 and held 552,135 shares of the Company’s Common Stock at December 31, 2010. 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 compre- |
hensive income. |
7. BENEFIT PLANS - (Continued from previous page.) | |||||
OBLIGATIONS AND FUNDED STATUS OF DEFINED BENEFIT PLANS: | DECEMBER 31, 2010 (MEASUREMENT DATE) | ||||
QUALIFIED | SUPPLEMENTAL | ||||
PLAN | PLAN | TOTAL | |||
CHANGE IN BENEFIT OBLIGATION: | |||||
Benefit obligation at beginning of year | $10,333,572 | $3,347,928 | $13,681,500 | ||
Service cost | 301,470 | 97,773 | 399,243 | ||
Interest cost | 598,073 | 193,844 | 791,917 | ||
Benefits paid | (572,732) | (174,387) | (747,119) | ||
Actuarial (gains)/losses | 983,014 | 292,292 | 1,275,306 | ||
Projected benefit obligation at end of year | 11,643,397 | 3,757,450 | 15,400,847 | ||
CHANGE IN PLAN ASSETS: | |||||
Fair value of plan assets at beginning of year | 13,900,164 | — | 13,900,164 | ||
Actual return on plan assets | 2,206,313 | — | 2,206,313 | ||
Employer contributions | — | 174,387 | 174,387 | ||
Benefits paid | (572,732) | (174,387) | (747,119) | ||
Fair value of plan assets at end of year | 15,533,745 | — | 15,533,745 | ||
FUNDED STATUS AT END OF YEAR | $3,890,348 | ($3,757,450) | $132,898 | ||
Accumulated benefit obligation at end of year | $10,659,798 | $3,432,054 | $14,091,852 | ||
CHANGE IN FUNDED STATUS: | BEFORE | ADJUSTMENTS | AFTER | ||
Noncurrent benefit asset | $3,566,593 | $323,755 | $3,890,348 | ||
LIABILITIES | |||||
Current benefit liability | — | (219,784) | (219,784) | ||
Noncurrent benefit liability | — | (3,537,666) | ( 3,537,666) | ||
ACCUMULATED OTHER COMPREHENSIVE INCOME | 4,865,158 | (44,177) | 4,820,981 | ||
AMOUNTS RECOGNIZED IN ACCUMULATED OTHER COMPREHENSIVE INCOME CONSIST OF: | |||||
Net actuarial gain | $4,577,154 | $1,833 | $4,578,987 | ||
Prior service cost | 288,004 | (46,010) | 241,994 | ||
$4,865,158 | ($44,177) | $4,820,981 | |||
WEIGHTED-AVERAGE ASSUMPTIONS AS OF DECEMBER 31, 2010 AND FOR DETERMINING | |||||
NET PERIODIC BENEFIT COST FOR THE YEAR ENDED DECEMBER 31, 2010: | |||||
Discount rate | 5.75% | 5.75% | |||
Expected return on plan assets | 7.50% | N/A | |||
Salary scale assumption | 4.25% | 4.25% | |||
COMPONENTS OF NET PERIODIC BENEFIT COST: | |||||
Service cost | $301,470 | $97,773 | $399,243 | ||
Interest cost | 598,073 | 193,844 | 791,917 | ||
Expected return on plan assets | (1,135,259) | — | (1,135,259) | ||
Amortization of: | |||||
Prior service cost | 45,837 | 173 | 46,010 | ||
Recognized net actuarial loss | 202,420 | — | 202,420 | ||
Net periodic benefit cost | $12,541 | $291,790 | $304,331 |
PLAN ASSETS | ||||||||
The Company’s qualified pension plan asset allocation by asset class at December 31, 2010, is as follows: | ||||||||
ASSET CATEGORY | LEVEL 1 | LEVEL 2 | LEVEL 3 | TOTAL | ||||
Equity securities | $11,533,256 | $2,514,276 | — | $14,047,532 | ||||
Debt securities | 1,020,688 | — | — | 1.020,688 | ||||
Money Market Fund | 625,556 | — | — | 625,556 | ||||
Total | $13,179,500 | $2,514,276 | — | $15,693,776 |
EXPECTED CASH FLOWS | QUALIFIED PLAN | SUPPLEMENTAL PLAN | TOTAL | ||
Expected Company contributions for 2011 | — | $219,784 | $219,784 | ||
Expected benefit payments: | |||||
2011 | $603,905 | $219,784 | $823,689 | ||
2012 | 629,360 | 237,497 | 866,857 | ||
2013 | 680,337 | 254,341 | 934,678 | ||
2014 | 740,358 | 259,674 | 1,000,032 | ||
2015 | 770,357 | 260,759 | 1,031,116 | ||
2016-2020 | 3,949,747 | 1,283,550 | 5,233,297 |
8. 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 claus- |
es 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 $1,101,500 for the |
year ended December 31, 2010. Minimum rental commitments under the operating lease are approximately $1,075,000 per annum in 2011 |
through 2012, $1,183,000 in 2013 through 2017, and $99,000 in 2018. |
9. LITIGATION |
The Company is subject to a legal action arising from a construction worker’s personal injury that is covered under the terms of its insurance |
policies. Defense and legal costs are being funded by the insurer; damages of an amount that is immaterial to the Company are being nego- |
tiated at this time. No liabilities or expenses have been incurred by the Company to date. |
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, 2010, 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 express-
ing 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, 2010, 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, 2010, 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 (68) | Chairman of the Board since 2007 | Michael W. Robinson (38) | Vice-President of the |
1994 | President and Chief | 2006 | Company since 2010 |
Executive Officer of the | securities anlayst (general | ||
Company since 1995 | industries) | ||
Andrew V. Vindigni (51) | Senior Vice-President of the | Diane G. Radosti (58) | Treasurer of the |
1988 | Company since 2006 | 1980 | Company since 1990 |
Vice-President 1995-2006 | Principal Accounting | ||
securities analyst (financial | Officer since 2003 | ||
services and consumer | |||
non-durables industries) | Carole Anne Clementi (64) | Secretary of the | |
1982 | Company since 1994 | ||
Eugene S. Stark (52) | Vice-President, Administration | shareholder relations | |
2005 | of the Company and | and office management | |
Principal Financial Officer | |||
since 2005, Chief Compliance | Craig A. Grassi (42) | Assistant Vice-President of | |
Officer since 2006 | 1991 | the Company since 2005 | |
information technology | |||
Jesse Stuart (44) | Vice-President of the | ||
2003 | Company since 2006 | Maureen E. LoBello (60) | Assistant Secretary of the |
securities analyst (general | 1992 | the Company since 2005 | |
industries) | benefits administration | ||
Sally A. Lynch, Ph.D. (51) | Vice-President of the | ||
1997 | Company since 2006 | ||
securities analyst | |||
(biotechnology industry) |
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 Company’s office. Other directorships and affiliations for Mr. Davidson are shown in the listing of Directors on the inside back cover of this report. |
SERVICE ORGANIZATIONS | ||
COUNSEL | TRANSFER AGENT AND REGISTRAR | |
Sullivan & Cromwell LLP | American Stock Transfer & Trust Company, LLC | |
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 Company’s Common and Preferred Stock are set forth in Note 5, on pages 15 and 16. Prospective pur- |
chases 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 |
Company’s proxy voting record for the twelve-month period ended June 30, 2010 are available: (1) without charge, upon request, |
by calling us at our toll-free telephone number (1-800-436-8401), (2) on the Company’s website at |
www.generalamericaninvestors.com and (3) on the Securities and Exchange Commission’s 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 Company’s Forms N-Q are available at www.generalamericaninvestors.com and on the SEC’s website: www.sec.gov. |
Also, Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the opera- |
tion of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330. A copy of the Company’s Form N-Q may be |
obtained by calling us at 1-800-436-8401. |
On April 30, 2010, the Company submitted a CEO annual certification to the New York Stock Exchange (“NYSE”) on which the |
Company’s principal executive officer certified that he was not aware, as of that date, of any violation by the Company of the |
NYSE’s Corporate Governance listing standards. In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and relat- |
ed SEC rules, the Company’s 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 Company’s disclosure controls and procedures and internal |
control over financial reporting, as applicable. |
DIRECTORS |
General American Investors |
NAME (AGE) | PRINCIPAL OCCUPATION | |
DIRECTOR SINCE | DURING PAST 5 YEARS | OTHER DIRECTORSHIPS AND AFFILIATIONS |
INDEPENDENT DIRECTORS | ||
Arthur G. Altschul, Jr. (46) | Co-Founder and Chairman | Delta Opportunity Fund, Ltd., Director |
1995 | Kolltan Pharmaceuticals, Inc. | Diversified Natural Products, Inc., Director (term ended 8/31/2010) |
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 (65) | Founding Partner | Alfred P. Sloan Foundation, Member of Investment Committee |
2007 | Berens Capital Management, LLC | Peterson Institute for International Economics, Member of Investment |
Committee | ||
Pierpont Morgan Library, Trustee and Head of Investment Sub-Committee | ||
The Woods Hole Oceanographic Institute, Trustee and Member of | ||
Investment Committee | ||
Lewis B. Cullman (92) | 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 (81) | Member, Professor and Chairman of the | Neurosciences Institute of the Neurosciences Research Foundation |
1976 | Department of Neurobiology | Director and President |
The Scripps Research Institute | NGN Capital, Chairman, Advisory Board | |
Promosome, LLC, Chairman, Scientific Advisory Board | ||
John D. Gordan, III (65) | Senior Counsel (Partner prior thereto) | |
1986 | Morgan, Lewis & Bockius LLP | |
(law firm) | ||
Betsy F. Gotbaum (72) | New York City’s Public Advocate | Alzheimer’s Association, Trustee |
2010 | (January 2002-December 2009) | Community Service Society, Trustee |
Coro Leadership, Trustee | ||
Learning Leaders, Trustee | ||
Medrium, Inc., Consultant | ||
Visiting Nurse Association of New York, Trustee | ||
Sidney R. Knafel (80) | Lead Independent Director | IGENE Biotechnology, Inc., Director |
1994 | Managing Partner | Insight Communications Company, Inc., Chairman, Board of Directors |
SRK Management Company | VirtualScopics, Inc., Director | |
(private investment company) | Vocollect, Inc., Director | |
Daniel M. Neidich (61) | Chief Executive Officer | Capmark, Director |
2007 | Dune Real Estate Partners | Child Mind Institute, Director |
NY Child Study Center, Director (term expired 2009) | ||
Founding Partner and Co-Chief | Prep for Prep, Director | |
Executive Officer | Real Estate Roundtable, Chairman, Board of Directors | |
Dune Capital Management LP | Urban Land Institute, Trustee | |
(March 2005-December 2009) | ||
D. Ellen Shuman (55) | Vice President and | Academy of Arts and Letters, Investment Advisor |
2004 | Chief Investment Officer | Bowdoin College, Trustee |
Carnegie Corporation of New York | Community Foundation of Greater New Haven, Investment Advisor | |
Edna McConnell Clark Foundation, Trustee | ||
The Investment Fund for Foundations, Trustee (term expired 9/30/2008) | ||
Raymond S. Troubh (84) | Financial Consultant | Diamond Offshore Drilling, Inc., Director |
1989 | Gentiva Health Services, Inc., Director | |
Petrie Stores Liquidating Trust, Trustee (term expired 2006) | ||
Portland General Electric Company, Director (term expired 2006) | ||
Sun Times Media Group, Director (term expired 2007) | ||
Triarc Companies, Inc. Director (merged with Wendy’s International, Inc. 2008) | ||
Wendy’s International, Inc., Director | ||
INTERESTED DIRECTOR | ||
Spencer Davidson (68) | 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 Company’s 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 2010 and 2009 were $103,780 and $101,250, 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 2010 and 2009 were $32,800 and $32,000, respectively. Such services and related fees for 2010 and 2009 included: performance of agreed upon procedures relating to the preferred stock basic maintenance reports ($8,300 and $8,100, respectively), review of quarterly employee security transactions and issuance of report thereon ($19,320 and $18,850, respectively) and other audit-related services ($5,180 and $5,050, 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 2010 and 2009 were $17,320 and $16,900, respectively. (d) ALL OTHER FEES No such fees were billed to the registrant by Ernst & Young LLP for 2010 or 2009. (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 2010 and 2009 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 2010 and 2009 were $50,120 and $48,900, 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, 2010 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 |
2010 | 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 | 1,121,186 | |||
08/01-08/31 | 1,121,186 | |||
09/01-09/30 | 1,121,186 | |||
10/01-10/31 | 1,121,186 | |||
11/01-11/30 | 87,047 | 25.2585 | 87,047 | 1,034,139 |
12/01-12/31 | 1,034,139 | |||
Total for year | 87,047 | 87,047 |
Note- | On July 21, 2010, the Board of Directors and the registrant announced the repurchase of an additional 1,000,000 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, 2010, there were 121,186 shares available for repurchase under such | |
authorization. As of the end of the period, December 31, 2010, there were 1,034,139 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 |
2010 | 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 | 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 |
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. As of the beginning of the period, July 1, 2010, | |
there were 604,687 shares available for repurchase under such authorization. As of the end of the period, | |
December 31, 2010, there were 604,687 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 recommmend nominees to the registrant's Board of Directors as set forth in the registrant's Proxy Statement, dated February 22, 2010. ITEM 11. CONTROLS AND PROCEDURES. Conclusions of principal officers concerning controls and procedures (a) As of December 31, 2010, 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 December 31, 2010, 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 and on Form N-Q 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) As indicated in Item 2., the code of ethics is posted on the registrant's Internet website. (a)(2) The certifications of the principal executive officer and the principal financial officer pursuant to Rule 30a-2(a)under the Investment Company Act of 1940 are attached hereto as Exhibit 99 CERT. (a)(3) There were no written solicitations to purchase securities under the Rule 23c-1 under the Investment Company Act of 1940 during the period covered by the report. (b) The certifications of the principal executive officer and the principal financial officer pursuant to Rule 30a-2(b) under the Investment Company |
Act of 1940 are attached hereto as Exhibit 99.906 CERT. |