A Closed-End Investment Company
listed on the New York Stock Exchange
100 PARK AVENUE
NEW YORK • NY 10017
212-916-8400 • 1-800-436-8401
E-mail: InvestorRelations@gainv.com
www.generalamericaninvestors.com
For the three months ended March 31, 2011, the | In the last quarter, equity markets continued to | |
net asset value per Common Share increased | advance together with the expanding economy, and | |
5.6%, while the investment return to our | General American’s portfolio kept pace. These gains | |
stockholders increased by 5.7%. By comparison, our | were realized despite the volatility imparted by unrest | |
benchmark, the Standard & Poor’s 500 Stock Index | in the Middle East and North Africa, with the atten- | |
(including income), increased 5.9%. For the twelve | dant rise in oil prices, and the volcanic activity cen- | |
months ended March 31, 2011, the return on the net | tered on The Ring of Fire, with its tragic consequence | |
asset value per Common Share increased by 15.6%, | for the Japanese people and economy. | |
and the return to our stockholders increased by 16.3%; | ||
these compare with an increase of 15.6% for the S&P | While housing activity remains at anemic levels and | |
500. During both periods, the discount at which our | businesses face supply chain disruptions resulting | |
shares traded continued to fluctuate and on March 31, | from the Japanese disaster, we remain positive in | |
2011, it was 14.1%. | regard to the economy and the equity markets. The | |
former is buoyed by ongoing improvement in the | ||
As detailed in the accompanying financial statements | labor market, and the latter by easy money and rea- | |
(unaudited), as of March 31, 2011, the net assets | sonable valuations, among other reasons. | |
applicable to the Company’s Common Stock were | ||
$1,003,834,212 equal to $33.01 per Common Share. | Information about the Company, including our | |
investment objectives, operating policies and | ||
The increase in net assets resulting from operations | procedures, investment results, record of dividend | |
for the three months ended March 31, 2011 was | and distribution payments, financial reports and press | |
$53,320,198. During this period, the net realized | releases, is on our website and has been updated | |
gain on investments sold was $6,911,560, and | through March 31, 2011. It can be accessed on the | |
the increase in net unrealized appreciation was | internet at www.generalamericaninvestors.com. | |
$49,315,937. Net investment loss for the | ||
three months was $79,306, and distributions to | By Order of the Board of Directors, | |
Preferred Stockholders amounted to $2,827,993. | GENERAL AMERICAN INVESTORS COMPANY, INC. | |
During the three months, 15,075 shares of the | Spencer Davidson | |
Company’s Common Stock were repurchased for | Chairman of the Board | |
$426,922 at an average discount from net asset value | President and Chief Executive Officer | |
of 13.5%. | ||
April 13, 2011 |
Value | |||
Shares | COMMON STOCKS | (note 1a) | |
AEROSPACE/DEFENSE (2.7%) | |||
325,000 | United Technologies Corporation | (Cost $22,957,205) | $27,511,250 |
BUILDING AND REAL ESTATE (1.6%) | |||
1,816,755 | CEMEX, S.A. de C.V. ADR* (a) | (Cost $20,795,951) | 16,223,624 |
COMMUNICATIONS AND INFORMATION SERVICES (6.6%) | |||
960,000 | Cisco Systems, Inc. (a) | 16,464,000 | |
300,000 | MSCI Inc. Class A (a) | 11,046,000 | |
700,000 | QUALCOMM Incorporated | 38,381,000 | |
(Cost $47,448,301) | 65,891,000 | ||
COMPUTER SOFTWARE AND SYSTEMS (8.8%) | |||
60,000 | Apple Inc. (a) | 20,910,450 | |
1,015,000 | Dell Inc. (a) | 14,727,650 | |
770,000 | Microsoft Corporation | 19,550,300 | |
55,000 | Nintendo Co., Ltd. | 14,932,938 | |
360,000 | Teradata Corporation (a) | 18,252,000 | |
(Cost $80,719,797) | 88,373,338 | ||
CONSUMER PRODUCTS AND SERVICES (10.7%) | |||
350,000 | Diageo plc ADR* | 26,677,000 | |
450,000 | Nestle S.A. | 25,988,963 | |
325,000 | PepsiCo, Inc. | 20,933,250 | |
206,000 | Towers Watson & Co. Class A | 11,424,760 | |
700,495 | Unilever N.V. | 22,101,647 | |
(Cost $80,978,527) | 107,125,620 | ||
ENVIRONMENTAL CONTROL (INCLUDING SERVICES) (5.2%) | |||
957,100 | Republic Services, Inc. | 28,751,284 | |
630,000 | Waste Management, Inc. | 23,524,200 | |
(Cost $39,190,474) | 52,275,484 | ||
FINANCE AND INSURANCE (24.4%) | |||
BANKING (3.9%) | |||
500,000 | Bond Street Holdings LLC (a) (b) | 10,000,000 | |
425,000 | JPMorgan Chase & Co. | 19,592,500 | |
110,000 | M&T Bank Corporation | 9,731,700 | |
(Cost $27,690,799) | 39,324,200 | ||
INSURANCE (11.8%) | |||
315,000 | Arch Capital Group Ltd. (a) | 31,244,850 | |
245,000 | Everest Re Group, Ltd. | 21,604,100 | |
525,000 | Fidelity National Financial, Inc. | 7,418,250 | |
37,500 | Forethought Financial Group, Inc. Class A with Warrants (a) (c) | 7,500,000 | |
325,000 | MetLife, Inc. | 14,537,250 | |
260,000 | PartnerRe Ltd. | 20,602,400 | |
83,000 | Transatlantic Holdings, Inc. | 4,039,610 | |
200,000 | The Travelers Companies, Inc. | 11,896,000 | |
(Cost $55,887,335) | 118,842,460 | ||
OTHER (8.7%) | |||
375,000 | American Express Company | 16,950,000 | |
330,492 | Aon Corporation | 17,502,856 | |
110 | Berkshire Hathaway Inc. Class A (a) | 13,783,000 | |
1,666,667 | Epoch Holding Corporation | 26,300,005 | |
590,000 | Nelnet, Inc. | 12,879,700 | |
(Cost $39,167,898) | 87,415,561 | ||
(Cost $122,746,032) | 245,582,221 |
Value | |||
Shares | COMMON STOCKS (continued) | (note 1a) | |
HEALTH CARE / PHARMACEUTICALS (7.1%) | |||
200,000 | Celgene Corporation (a) | $11,515,000 | |
262,100 | Cephalon, Inc. (a) | 19,940,568 | |
529,900 | Cytokinetics, Incorporated (a) | 789,551 | |
564,500 | Gilead Sciences, Inc. (a) | 23,974,315 | |
755,808 | Pfizer Inc. | 15,350,460 | |
195,344 | Poniard Pharmaceuticals, Inc. (a) | 81,849 | |
(Cost $64,607,847) | 71,651,743 | ||
MACHINERY AND EQUIPMENT (4.9%) | |||
1,200,000 | ABB Ltd. ADR* | 29,028,000 | |
900,000 | The Manitowoc Company, Inc. | 19,692,000 | |
(Cost $23,703,922) | 48,720,000 | ||
METALS AND MINING (2.0%) | |||
224,200 | Alpha Natural Resources, Inc. (a) | 13,310,754 | |
150,000 | Nucor Corporation | 6,903,000 | |
(Cost $16,054,563) | 20,213,754 | ||
MISCELLANEOUS (5.1%) | |||
Other (d) | (Cost $55,806,597) | 51,355,262 | |
OIL AND NATURAL GAS (INCLUDING SERVICES) (14.8%) | |||
296,478 | Apache Corporation | 38,814,900 | |
300,000 | Canadian Natural Resources Limited | 14,829,000 | |
130,062 | Devon Energy Corporation | 11,935,790 | |
725,000 | Halliburton Company | 36,134,000 | |
2,050,000 | Weatherford International Ltd. (a) | 46,330,000 | |
(Cost $74,191,385) | 148,043,690 | ||
RETAIL TRADE (16.5%) | |||
575,000 | Costco Wholesale Corporation | 42,159,000 | |
400,000 | J.C. Penney Company, Inc. | 14,364,000 | |
331,000 | Target Corporation | 16,553,310 | |
1,512,400 | The TJX Companies, Inc. | 75,211,652 | |
333,000 | Wal-Mart Stores, Inc. | 17,332,650 | |
(Cost $71,856,319) | 165,620,612 | ||
SEMICONDUCTORS (2.6%) | |||
575,000 | ASML Holding N.V. | (Cost $13,463,950) | 25,587,500 |
TECHNOLOGY (3.2%) | |||
750,000 | International Game Technology | 12,172,500 | |
1,900,000 | Xerox Corporation | 20,235,000 | |
(Cost $34,368,474) | 32,407,500 | ||
TOTAL COMMON STOCKS (116.2%) | (Cost $768,889,344) | 1,166,582,598 | |
Warrants | WARRANT | ||
BANKING (0.3%) | |||
175,000 | JPMorgan Chase & Co., expires 10/28/2018 (a) | (Cost $2,234,226) | 2,936,500 |
Value | |||
Shares | SHORT-TERM SECURITY AND OTHER ASSETS | (note 1a) | |
17,624,536 | SSgA Prime Money Market Fund (1.8%) | (Cost $17,624,536) | $17,624,536 |
TOTAL INVESTMENTS (e) (118.3%) | (Cost $788,748,106) | 1,187,143,634 | |
Cash, receivables and other assets less liabilities (0.6%) | 6,807,753 | ||
PREFERRED STOCK (-18.9%) | (190,117,175) | ||
NET ASSETS APPLICABLE TO COMMON STOCK (100%) | $1,003,834,212 | ||
* 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 and fair value is $20 per share, note 2. Fair | |||
value is based upon dated bid and transaction prices provided via the NASDAQ OMX Group, Inc. 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 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 March 31, 2011: the cost of investments for Federal income tax purposes was the same as the cost for financial reporting purposes, aggregate gross | |||
unrealized appreciation was $427,452,997, aggregate gross unrealized depreciation was $29,057,469, and net unrealized appreciation was $398,395,528. |
Contracts | Value | ||
(100 shares each) | COMMON STOCK/EXPIRATION DATE/EXERCISE PRICE | (note 1a) | |
CONSUMER PRODUCTS AND SERVICES | |||
209 | Visteon Corporation/June 2011/$70.00 | (Premium Deposited with Broker $163,590) | $190,190 |
(see notes to financial statements) |
SHARES | SHARES | |||
INCREASES | TRANSACTED | HELD | ||
NEW POSITIONS | ||||
Canadian Natural Resources Limited | 50,000 | 300,000 | (b) | |
Target Corporation | 331,000 | 331,000 | ||
Towers Watson & Co. Class A | — | 206,000 | (b) | |
ADDITIONS | ||||
MetLife, Inc. | 50,000 | 325,000 | ||
PepsiCo, Inc. | 10,000 | 325,000 | ||
Unilever N.V. | 45,578 | 700,495 | ||
DECREASES | ||||
ELIMINATIONS | ||||
Alexander & Baldwin, Inc. | 189,762 | — | ||
NetEase.com, Inc. | 168,100 | — | ||
REDUCTIONS | ||||
CEMEX, S.A. de C.V. ADR | 130,125 | 1,816,755 | ||
Cephalon, Inc. | 120,000 | 262,100 | ||
Fidelity National Financial, Inc. | 175,000 | 525,000 | ||
Halliburton Company | 55,000 | 725,000 | ||
The Manitowoc Company, Inc. | 100,000 | 900,000 | ||
The TJX Companies, Inc. | 120,000 | 1,512,400 | ||
Wal-Mart Stores, Inc. | 217,000 | 333,000 | ||
Weatherford International Ltd. | 100,000 | 2,050,000 | ||
(a) | Common shares unless otherwise noted; excludes transactions in Common Stocks - Miscellaneous - Other. | |||
(b) | Shares purchased in prior period and previously carried under Common Stocks - Miscellaneous - Other. |
The diversification of the Company’s net assets applicable to its Common Stock by industry group as of March 31, 2011 is shown in the following table.
PERCENT COMMON | ||||||
INDUSTRY CATEGORY | COST(000) | VALUE(000) | NET ASSETS* | |||
Finance and Insurance | ||||||
Banking | $29,925 | $42,261 | 4.2% | |||
Insurance | 55,887 | 118,842 | 11.8 | |||
Other | 39,168 | 87,416 | 8.7 | |||
124,980 | 248,519 | 24.7 | ||||
Retail Trade | 71,856 | 165,620 | 16.5 | |||
Oil and Natural Gas (Including Services) | 74,191 | 148,044 | 14.8 | |||
Consumer Products and Services | 80,979 | 107,126 | 10.7 | |||
Computer Software and Systems | 80,720 | 88,373 | 8.8 | |||
Health Care/Pharmaceuticals | 64,608 | 71,652 | 7.1 | |||
Communications and Information Services | 47,448 | 65,891 | 6.6 | |||
Environmental Control (Including Services) | 39,191 | 52,275 | 5.2 | |||
Miscellaneous** | 55,807 | 51,355 | 5.1 | |||
Machinery and Equipment | 23,704 | 48,720 | 4.9 | |||
Technology | 34,368 | 32,408 | 3.2 | |||
Aerospace/Defense | 22,957 | 27,511 | 2.7 | |||
Semiconductors | 13,464 | 25,588 | 2.6 | |||
Metals and Mining | 16,055 | 20,214 | 2.0 | |||
Building and Real Estate | 20,796 | 16,224 | 1.6 | |||
771,124 | 1,169,520 | 116.5 | ||||
Short-Term Securities | 17,624 | 17,624 | 1.8 | |||
Total Investments | $788,748 | 1,187,144 | 118.3 | |||
Other Assets and Liabilities - Net | 6,807 | 0.6 | ||||
Preferred Stock | (190,117) | (18.9) | ||||
Net Assets Applicable to Common Stock | $1,003,834 | 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. | ||||||
(see notes to financial statements) |
ASSETS | |||
INVESTMENTS, AT VALUE (NOTE 1a) | |||
Common stocks (cost $768,889,344) | $1,166,582,598 | ||
Warrant (cost $2,234,226) | 2,936,500 | ||
Money market fund (cost $17,624,536) | 17,624,536 | ||
Total investments (cost $788,748,106) | 1,187,143,634 | ||
RECEIVABLES AND OTHER ASSETS | |||
Cash held by custodian in segregated account* | $1,536,247 | ||
Receivable for securities sold | 8,105,031 | ||
Dividends, interest and other receivables | 1,263,528 | ||
Qualified pension plan asset, net excess funded (note 7) | 3,887,211 | ||
Prepaid expenses and other assets | 2,417,498 | 17,209,515 | |
TOTAL ASSETS | 1,204,353,149 | ||
LIABILITIES | |||
Payable for securities purchased | 979,297 | ||
Accrued preferred stock dividend not yet declared | 219,955 | ||
Outstanding option written, at value (premium received $163,590) | 190,190 | ||
Accrued supplemental pension plan liability (note 7) | 3,783,387 | ||
Accrued supplemental thrift plan liability (note 7) | 3,398,808 | ||
Accrued expenses and other liabilities | 1,830,125 | ||
TOTAL LIABILITIES | 10,401,762 | ||
5.95% CUMULATIVE PREFERRED STOCK, SERIES B - | |||
7,604,687 shares at a liquidation value of $25 per share (note 5) | 190,117,175 | ||
NET ASSETS APPLICABLE TO COMMON STOCK - 30,408,219 shares (note 5) | $1,003,834,212 | ||
NET ASSET VALUE PER COMMON SHARE | $33.01 | ||
NET ASSETS APPLICABLE TO COMMON STOCK | |||
Common Stock, 30,408,219 shares at par value (note 5) | $30,408,219 | ||
Additional paid-in capital (note 5) | 572,507,548 | ||
Undistributed net investment income (note 5) | 3,642,198 | ||
Undistributed realized gain on investments | 6,776,248 | ||
Accumulated other comprehensive income (note 7) | (4,820,981) | ||
Unallocated distributions on Preferred Stock | (3,047,948) | ||
Unrealized appreciation on investments | 398,368,928 | ||
NET ASSETS APPLICABLE TO COMMON STOCK | $1,003,834,212 | ||
* Collateral for option written. | |||
(see notes to financial statements) |
INCOME | |||
Dividends (net of foreign withholding taxes of $97,424) | $3,677,139 | ||
Interest | 8,931 | $3,686,070 | |
EXPENSES | |||
Investment research | 2,258,677 | ||
Administration and operations | 799,102 | ||
Office space and general | 415,540 | ||
Directors’ fees and expenses | 71,140 | ||
Auditing and legal fees | 68,500 | ||
Miscellaneous taxes | 63,672 | ||
Transfer agent, custodian and registrar fees and expenses | 45,203 | ||
Stockholders’ meeting and reports | 43,542 | 3,765,376 | |
NET INVESTMENT LOSS | (79,306) | ||
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 $586,685) | 6,911,560 | ||
Net increase in unrealized appreciation on investments | 49,315,937 | ||
NET GAIN ON INVESTMENTS | 56,227,497 | ||
DISTRIBUTIONS TO PREFERRED STOCKHOLDERS | (2,827,993) | ||
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $53,320,198 |
Three Months Ended | Year Ended | ||
OPERATIONS | March 31, 2011 | December 31, 2010 | |
Net investment income (loss) | ($79,306) | $5,626,730 | |
Net realized gain on investments | 6,911,560 | 19,636,107 | |
Net increase in unrealized appreciation | 49,315,937 | 109,245,534 | |
56,148,191 | 134,508,371 | ||
Distributions to Preferred Stockholders: | |||
From net investment income | — | (2,112,684) | |
From short-term capital gains | — | (878,926) | |
From long-term capital gains | — | (8,320,362) | |
Unallocated distributions | (2,827,993) | — | |
Decrease in net assets from Preferred distributions | (2,827,993) | (11,311,972) | |
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | 53,320,198 | 123,196,399 | |
OTHER COMPREHENSIVE INCOME - Funded status of defined benefit plans (note 7) | — | 44,177 | |
DISTRIBUTIONS TO COMMON STOCKHOLDERS | |||
From net investment income | — | (2,427,967) | |
From short-term capital gains | — | (1,010,091) | |
From long-term capital gains | — | (9,562,040) | |
DECREASE IN NET ASSETS FROM COMMON DISTRIBUTIONS | — | (13,000,098) | |
CAPITAL SHARE TRANSACTIONS (NOTE 5) | |||
Value of Common Shares issued in payment of dividends and distributions | — | 7,219,220 | |
Cost of Common Shares purchased | (426,922) | (30,842,134) | |
DECREASE IN NET ASSETS - CAPITAL TRANSACTIONS | (426,922) | (23,622,914) | |
NET INCREASE IN NET ASSETS | 52,893,276 | 86,617,564 | |
NET ASSETS APPLICABLE TO COMMON STOCK | |||
BEGINNING OF PERIOD | 950,940,936 | 864,323,372 | |
END OF PERIOD (including undistributed net investment income of $3,642,198 and | |||
$3,721,504, respectively) | $1,003,834,212 | $950,940,936 | |
(see notes to financial statements) |
The following table shows per share operating performance data, total investment return, ratios and supplemental data for the three | |||||||||||
months ended March 31, 2011 and for each year in the five-year period ended December 31, 2010. This information has been derived | |||||||||||
from information contained in the financial statements and market price data for the Company’s shares. | |||||||||||
Three Months | |||||||||||
Ended | |||||||||||
March 31, 2011 | Year Ended December 31, | ||||||||||
(Unaudited) | 2010 | 2009 | 2008 | 2007 | 2006 | ||||||
PER SHARE OPERATING PERFORMANCE | |||||||||||
Net asset value, beginning of period | $31.26 | $27.50 | $21.09 | $38.10 | $40.54 | $39.00 | |||||
Net investment income | — | .19 | .11 | .42 | .31 | .34 | |||||
Net gain (loss) on securities - | |||||||||||
realized and unrealized | 1.84 | 4.37 | 6.94 | (16.15) | 3.39 | 4.72 | |||||
Other comprehensive income | — | — | .07 | (.25) | .02 | .03 | |||||
1.84 | 4.56 | 7.12 | (15.98) | 3.72 | 5.09 | ||||||
Distributions on Preferred Stock: | |||||||||||
Dividends from net investment income | — | (.07) | (.11) | (.11) | (.02) | (.04) | |||||
Distributions from net short-term capital gains | — | (.03) | (.05) | — | (.03) | (.01) | |||||
Distributions from net long-term capital gains | — | (.27) | (.19) | (.27) | (.36) | (.36) | |||||
Distributions from return of capital | — | — | (.01) | — | — | — | |||||
Unallocated | (.09) | — | — | — | — | — | |||||
(.09) | (.37) | (.36) | (.38) | (.41) | (.41) | ||||||
Total from investment operations | 1.75 | 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 period | $33.01 | $31.26 | $27.50 | $21.09 | $38.10 | $40.54 | |||||
Per share market value, end of period | $28.34 | $26.82 | $23.46 | $17.40 | $34.70 | $37.12 | |||||
TOTAL INVESTMENT RETURN - Stockholder | |||||||||||
return, based on market price per share | 5.67% | * | 16.24% | 36.86% | (48.20%) | 8.72% | 16.78% | ||||
RATIOS AND SUPPLEMENTAL DATA | |||||||||||
Net assets applicable to Common Stock, | |||||||||||
end of period (000’s omitted) | $1,003,834 | $950,941 | $864,323 | $674,598 | $1,202,923 | $1,199,453 | |||||
Ratio of expenses to average net assets | |||||||||||
applicable to Common Stock | 1.57% | ** | 1.54% | 1.93% | 0.87% | 1.11% | 1.06% | ||||
Ratio of net income to average net assets | |||||||||||
applicable to Common Stock | (0.04%) | ** | 0.66% | 0.46% | 1.31% | 0.78% | 0.86% | ||||
Portfolio turnover rate | 4.61% | * | 18.09% | 24.95% | 25.52% | 31.91% | 19.10% | ||||
PREFERRED STOCK | |||||||||||
Liquidation value, end of period (000’s omitted) | $190,117 | $190,117 | $190,117 | $199,617 | $200,000 | $200,000 | |||||
Asset coverage | 628% | 600% | 555% | 438% | 701% | 700% | |||||
Liquidation preference per share | $25.00 | $25.00 | $25.00 | $25.00 | $25.00 | $25.00 | |||||
Market value per share | $25.30 | $24.95 | $24.53 | $21.90 | $21.99 | $24.44 | |||||
*Not annualized | |||||||||||
**Annualized | |||||||||||
(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, diversifi ed 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 offi cial 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 | |
signifi cantly, the price of certain foreign securities may be adjusted to refl ect fair value as of the time of the valuation of the port- | |
folio. 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 specifi ed 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 4 for written option activity. | |
c. SECURITY TRANSACTIONS AND INVESTMENT INCOME Security transactions are recorded as of the trade date. Dividend income and dis- | |
tributions 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 cur- | |
rencies 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 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 between the | |
trade and settlement dates on security 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 reclassifi ed to paid-in capital as they arise. | |
f. FEDERAL INCOME TAXES The Company’s policy is to fulfi ll 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 period ended March 31, 2011, the Company did not have any liabilities for any unrec- | |
ognized 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 period, the Company did not incur any interest or penalties. | |
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 associ- | |
ated 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 indemnifi ca- | |
tions. The Company’s maximum exposure under these arrangements is unknown. However, the Company has not had prior | |
claims or losses pursuant to these indemnifi cation 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 signifi cant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.), and |
Level 3 - signifi cant 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 March 31, 2011: |
Assets | Level 1 | Level 2 | Level 3 | Total | ||||
Common stocks | $1,149,082,598 | — | $17,500,000 | $1,166,582,598 | ||||
Warrant | 2,936,500 | — | — | 2,936,500 | ||||
Money market fund | 17,624,536 | — | — | 17,624,536 | ||||
Total | $1,169,643,634 | — | $17,500,000 | $1,187,143,634 | ||||
Liabilities | ||||||||
Option Written | ($190,190) | — | — | ($190,190) |
The aggregate value of Level 3 portfolio investments changed during the three months ended March 31, 2011 as follows: | |
Change in portfolio valuations using signifi cant unobservable inputs | Level 3 |
Fair value at December 31, 2010 | $17,550,000 |
Net change in unrealized appreciation on investments | (50,000) |
Fair value at March 31, 2011 | $17,500,000 |
The reduction in net unrealized appreciation included in the results of operations attributable to | |
Level 3 assets held at March 31, 2011 and reported within the caption Net change in | |
unrealized appreciation/depreciation in the Statement of Operations: | $50,000 |
3. PURCHASES AND SALES OF SECURITIES - Purchases and sales of securities (other than short-term securities and options) for the |
months ended March 31, 2011 amounted to $52,741,320 and $53,139,236, on long transactions, respectively. |
4. WRITTEN OPTIONS - Transaction in collateralized put options during the three months ended March 31, 2011 was as follows: | ||||
Contracts | Premiums | |||
Options outstanding, December 31, 2010 | — | — | ||
Options written | 209 | $163,590 | ||
Options outstanding, March 31, 2011 | 209 | $163,590 |
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, |
30,408,219 shares were issued and outstanding; 8,000,000 Preferred Shares were originally issued and 7,604,687 were outstanding on |
March 31, 2011. |
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 1 million Preferred Shares in the open market at prices below $25.00 per share. |
The Company is required to allocate distributions from long-term capital gains and other types of income proportionately among hold |
ers of shares of Common Stock and Preferred Stock. To the extent that dividends on the shares of Preferred Stock are not paid from |
long-term capital gains, they will be paid from ordinary income or net short-term capital gains or will represent a return of capital. |
Under the Investment Company Act of 1940, the Company is required to maintain an asset coverage of at least 200% of the Preferred |
Stock. In addition, pursuant to Moody’s 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 require |
ments 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, gener |
ally, vote together with the holders of Common Stock as a single class. |
Holders of Preferred Stock will elect two members of 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 subclassifi cation |
as a closed-end investment company or changes in its fundamental investment policies. |
5. CAPITAL STOCK AND DIVIDEND DISTRIBUTIONS - (Continued from bottom of previous page.) |
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 the three months ended March 31, 2011 and the year ended December 31, 2010 were as follows: | |||||||
Shares | Amount | ||||||
2011 | 2010 | 2011 | 2010 | ||||
Increase in par value of shares issued in payment of dividends and | |||||||
distributions (includes 277,555 shares issued from treasury) | — | 277,555 | — | $277,555 | |||
Increase in paid-in capital | — | 6,941,665 | |||||
Total increase | — | 7,219,220 | |||||
Decrease in par value of shares purchased (average discount from | |||||||
NAV of 13.5% and 14.6%, respectively) | 15,075 | 1,279,476 | ($15,075) | (1,279,476) | |||
Decrease in paid-in capital | (411,847) | (29,562,658) | |||||
Total decrease | (426,922) | (30,842,134) | |||||
Net decrease | ($426,922) | ($23,622,914) |
At March 31, 2011, the Company held in its treasury 1,572,653 shares of Common Stock with an aggregate cost in the amount of |
$37,729,744. |
6. OFFICERS’ COMPENSATION - The aggregate compensation accrued and paid by the Company during the three months ended March 31, |
2011 to its offi cers (identifi ed on back cover) amounted to $1,711,875. |
7. BENEFIT PLANS - The Company has funded (qualified) and unfunded (supplemental) noncontributory defined benefit pension plans that | ||
cover its employees. The plans provide defined benefits based on years of service and final average salary with an offset for a portion | ||
of social security covered compensation. The components of the net periodic benefit cost (income) of the plans for the three months | ||
ended March 31, 2011 were: | ||
Service cost | $118,711 | |
Interest cost | 193,510 | |
Expected return on plan assets | (288,207) | |
Amortization of prior service cost | 11,502 | |
Recognized net actuarial loss | 78,865 | |
Net periodic benefit cost | $114,381 |
The Company recognizes the overfunded or underfunded status of a defi ned benefi t 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 com- |
prehensive income. |
The Company also has funded (qualifi ed) and unfunded (supplemental) defi ned contribution thrift plans that are available to its employ- |
ees. The aggregate cost of such plans for the three months ended March 31, 2011 was $493,735. The qualifi ed thrift plan acquired 2,400 |
shares and sold 3,131 shares of the Company’s Common Stock during the three months ended March 31, 2011 and held 551,404 shares |
of the Company’s Common Stock at March 31, 2011. |
8. OPERATING LEASE COMMITMENT - In September 2007, the Company entered into an operating lease agreement for offi ce space which |
expires in February 2018 and provided for future rental payments in the aggregate amount of approximately $10,755,000, net of con- |
struction credits. The lease agreement contains clauses whereby the Company receives free rent for a specifi ed number of months and |
credit towards construction of offi ce 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 $272,500 for the three months ended March 31, 2011. Minimum rental commitments |
under the operating lease are approximately $1,075,000 per annum in 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 negotiated at this time. No liabilities or expenses have been incurred by the Company to date. |
Purchases of the Company’s Common Stock as set forth in Note 5 on page 11, may be 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 num- |
ber (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 operation 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 also 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 prin- |
cipal 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 related 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 | |
Spencer Davidson, Chairman | |
Sidney R. Knafel, Lead Independent Director | |
Arthur G. Altschul, Jr. | Betsy F. Gotbaum |
Rodney B. Berens | Daniel M. Neidich |
Lewis B. Cullman | D. Ellen Shuman |
Gerald M. Edelman | Raymond S. Troubh |
John D. Gordan, III |
OFFICERS |
Spencer Davidson, President & Chief Executive Officer |
Andrew V. Vindigni, Senior Vice-President |
Sally A. Lynch, Vice-President |
Michael W. Robinson, Vice-President |
Eugene S. Stark, Vice-President, Administration & |
Chief Compliance Officer |
Jesse R. Stuart, Vice-President |
Diane G. Radosti, Treasurer |
Carole Anne Clementi, Secretary |
Craig A. Grassi, Assistant Vice-President |
Maureen E. LoBello, Assistant Secretary |
SERVICE COMPANIES | |
COUNSEL | TRANSFER AGENT AND REGISTRAR |
Sullivan & Cromwell LLP | American Stock Transfer & Trust |
Company, LLC | |
INDEPENDENTAUDITORS | 59 Maiden Lane |
Ernst & Young LLP | New York, NY 10038 |
1-800-413-5499 | |
CUSTODIAN | www.amstock.com |
State Street Bank and | |
Trust Company |
RESULTS OF THE ANNUAL MEETING | ||
OF STOCKHOLDERS | ||
The votes cast by stockholders at the Company’s annual meeting held | ||
on April 13, 2011 were as follows: | ||
FOR | WITHHELD | |
Election of Directors: | ||
Rodney B. Berens | 31,264,947 | 1,128,153 |
Lewis B. Cullman | 30,293,956 | 2,099,144 |
Spencer Davidson | 30,779,197 | 1,613,903 |
Gerald M. Edelman | 30,407,409 | 1,985,691 |
John D. Gordan, III | 30,597,345 | 1,795,755 |
Betsy F. Gotbaum | 30,871,080 | 1,522,020 |
Sidney R. Knafel | 30,426,570 | 1,966,530 |
Daniel M. Neidich | 30,565,233 | 1,827,867 |
D. Ellen Shuman | 30,580,546 | 1,812,554 |
Elected by holders of Preferred Stock only: | ||
Arthur G. Altschul, Jr. | 6,840,644 | 128,138 |
Raymond S. Troubh | 6,815,479 | 153,303 |
Ratification of the selection of Ernst & Young LLP as auditors of the | ||
Company for the year 2011: | ||
For - 31,450,421; | Against - 271,144; | Abstain - 671,535 |