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 nine months ended September 30, 2013, | significantly improved economic outlook when compared |
| the net asset value per Common Share increased | to experience year to date. Favorable management com- |
| 22.7% and the investment return to our stockhold- | mentary on company earnings conference calls for the |
| ers was also 22.7%. By comparison, our benchmark, the | second quarter gave some credence to consensus views that |
| Standard & Poor’s 500 Stock Index (including income), | the latter half of the year might prove stronger. Forward |
| increased 19.8%. For the twelve months ended September | earnings multiples remain just above the average for the |
| 30, 2013, the return on the net asset value per Common | past 50 years. Employment has stabilized though it remains |
| Share increased by 26.0%, and the return to our stockhold- | high. Government deficits for this year have improved |
| ers increased by 26.2%; these compare with an increase of | demonstrably due in large part to early realization of capital |
| 19.4% for the S&P 500. During both periods, the discount | gains at the end of the calendar year 2012 and the effects |
| at which our shares traded continued to fluctuate and on | of the sequester. Interest rates, though higher among lon- |
| September 30, 2013, it was 14.9%. | ger duration instruments, remain at historically low levels |
| and excess reserves at banks are quite high. If they were | |
| As detailed in the accompanying financial statements | released slowly and for good purpose, they could provide |
| (unaudited), as of September 30, 2013, the net assets | strong uplift to growth. |
| applicable to the Company’s Common Stock were | |
| $1,176,027,867 equal to $40.10 per Common Share. | Particularly as they apply to earnings, market expectations |
| may have run ahead of the economy’s capabilities given | |
| The increase in net assets resulting from opera- | continued fiscal and monetary policy uncertainty amidst |
| tions for the nine months ended September 30, 2013 | the effects of the restructuring of nearly 17% of the US |
| was $218,968,336. During this period, the net realized | economy in the form of the policy implementation of the |
| gain on investments sold was $62,978,691, and | Affordable Care Act. Despite broader optimism over |
| the increase in net unrealized appreciation was | economic prospects, we believe the US will continue to |
| $159,309,050. Net investment income for the | experience muted growth. The recent rise in the steepness |
| nine months was $5,164,574, and distributions to Preferred | of the yield curve suggests the possibility of rising discount |
| Stockholders amounted to $8,483,979. | rates for equity security cash flows and dividends. Discount |
| rates are one of the legs of an equity security’s valuation, the | |
| During the nine months, 230,005 shares of the Company’s | others are cash generation and expected earnings growth |
| Common Stock were repurchased for $7,658,725 at an aver- | As discount rates rise, the multiple one would pay for |
| age discount from net asset value of 14.5%. | company’s earnings or cash flow should fall. Hence, higher |
| discount rates can effectively constrain price/earnings mul- | |
| The promised tapering of Quantitative Easing by the | tiples, particularly when compared to the market’s experi- |
| Federal Reserve has yet to bear out, but did provide a mod- | ence over the past two years. |
| est headwind at times for equity markets during the third | |
| quarter. General American’s investments performed well, | On a more favorable note, companies continue to commit to |
| enjoying favorable relative and absolute returns. | significant repurchases of common stock and increase their |
| Economic growth in the US has alternated between tepid | dividends. They are also employing continuing cost reduc- |
| and modest. We continue to witness and are likely to see | tions, refinancing higher cost debt and engaging in elevated |
| bouts of optimism and negativity regarding the economy | merger and acquisition activity. The combination of these |
| and the markets overall. This is due in large part to dispa- | factors is likely to offset some of the potentially more con- |
| rate fiscal and monetary policies and economic data points | tractionary forces at work on multiples. Though we are |
| which appear to be incompatible and at odds with one | sanguine about the potential for further market advances |
| another. | longer term, year-to-date market performance has muted |
| our near term expectations. | |
| On the negative side, the Federal Reserve’s taper discus- | |
| sion, prevalent throughout the quarter, contributed to a sig- | Information about the Company, including our investment objec- |
| nificant steepening of the yield curve in government bonds, | tives, operating policies and procedures, investment results, |
| decreasing home refinancing activity and slowing the pace | record of dividend and distribution payments, financial reports |
| of home sales. As well, despite very strong auto sales over | and press releases, is on our website and has been updated |
| the summer, a few automakers built larger than expected | through September 30, 2013. It can be accessed on the internet |
| inventories which may lead to reduced production activ- | www.generalamericaninvestors.com. |
| ity in the fourth quarter thereby weakening GDP. Capital | |
| expenditures by companies appear to have slowed. This | By Order of the Board of Directors, |
| is somewhat confirmed by consensus operating earnings | |
| estimates for the S&P 500 which have slipped to $108-$109 | GENERAL AMERICAN INVESTORS COMPANY, INC. |
| from earlier estimates of $111-$113 for 2013. | |
| Jeffrey W. Priest | |
| On the positive side, bottoms up estimates have earnings | President and Chief Executive Officer |
| accelerating in 2014 at an 11% pace, which would imply a | October 9, 2013 |
| Value | ||||||||
| Shares | COMMON STOCKS | (note 1a) | ||||||
| CONSUMER | AUTOMOBILES AND COMPONENTS (3.9%) | |||||||
| DISCRETIONARY | 1,264,063 | Ford Motor Company | $21,324,743 | |||||
| (15.7%) | 330,211 | Visteon Corporation (a) | 24,977,160 | |||||
| (Cost $34,971,752) | 46,301,903 | |||||||
| CONSUMER SERVICES (1.2%) | ||||||||
| 750,000 | International Game Technology | (Cost $8,678,620) | 14,197,500 | |||||
| RETAILING (10.6%) | ||||||||
| 284,050 | Kohl’s Corporation | 14,699,587 | ||||||
| 460,000 | Target Corporation | 29,430,800 | ||||||
| 1,419,668 | The TJX Companies, Inc. | 80,055,079 | ||||||
| (Cost $43,547,349) | 124,185,466 | |||||||
| (Cost $87,197,721) | 184,684,869 | |||||||
| CONSUMER | FOOD, BEVERAGE AND TOBACCO (9.5%) | |||||||
| STAPLES | 262,400 | Diageo plc ADR | 33,345,792 | |||||
| (13.3%) | 450,000 | Nestle S.A. (a) | 31,474,620 | |||||
| 230,000 | PepsiCo, Inc. | 18,285,000 | ||||||
| 728,845 | Unilever N.V. | 28,351,896 | ||||||
| (Cost $60,543,078) | 111,457,308 | |||||||
| FOOD AND STAPLES RETAILING (3.8%) | ||||||||
| 394,500 | Costco Wholesale Corporation | (Cost $12,041,935) | 45,434,565 | |||||
| (Cost $72,585,013) | 156,891,873 | |||||||
| ENERGY | 1,683,269 | Alpha Natural Resources, Inc. (a) | 10,032,283 | |||||
| (11.2%) | 331,478 | Apache Corporation | 28,222,037 | |||||
| 196,600 | Canadian Natural Resources Limited | 6,181,104 | ||||||
| 685,000 | Halliburton Company | 32,982,750 | ||||||
| 120,000 | Occidental Petroleum Corporation | 11,224,800 | ||||||
| 803,803 | Ultra Petroleum Corp. (a) | 16,534,228 | ||||||
| 1,725,000 | Weatherford International Ltd. (a) | 26,444,250 | ||||||
| (Cost $93,225,698) | 131,621,452 | |||||||
| FINANCIALS | BANKS (2.0%) | |||||||
| (24.5%) | 675,000 | Bond Street Holdings LLC, Class A (a) (b) | 10,125,000 | |||||
| 75,000 | Bond Street Holdings LLC, Class B (a) (c) | 1,068,750 | ||||||
| 110,000 | M&T Bank Corporation | 12,311,200 | ||||||
| (Cost $14,183,926) | 23,504,950 | |||||||
| DIVERSIFIED FINANCIALS (5.5%) | ||||||||
| 275,000 | American Express Company | 20,768,000 | ||||||
| 450,000 | JPMorgan Chase & Co. | 23,260,500 | ||||||
| 540,000 | Nelnet, Inc. | 20,763,000 | ||||||
| (Cost $32,230,115) | 64,791,500 | |||||||
| INSURANCE (17.0%) | ||||||||
| 330,492 | Aon plc | 24,601,824 | ||||||
| 825,000 | Arch Capital Group Ltd. (a) | 44,657,250 | ||||||
| 110 | Berkshire Hathaway Inc. Class A (a) | 18,745,100 | ||||||
| 240,000 | Everest Re Group, Ltd. | 34,898,400 | ||||||
| 53,500 | Forethought Financial Group, Inc. Class A (a) (d) | 14,712,500 | ||||||
| 365,000 | MetLife, Inc. | 17,136,750 | ||||||
| 260,000 | PartnerRe Ltd. | 23,800,400 | ||||||
| 355,000 | Platinum Underwriters Holdings, Ltd. | 21,204,150 | ||||||
| (Cost $73,541,776) | 199,756,374 | |||||||
| (Cost $119,955,817) | 288,052,824 | |||||||
| Value | ||||||
| Shares | COMMON STOCKS (continued) | (note 1a) | ||||
| HEALTH CARE | PHARMACEUTICALS, BIOTECHNOLOGY AND LIFE SCIENCES | |||||
| (7.9%) | 440,000 | Ariad Pharmaceuticals, Inc. (a) | $8,096,000 | |||
| 100,000 | Celgene Corporation (a) | 15,413,700 | ||||
| 131,535 | Cytokinetics, Incorporated (a) | 995,720 | ||||
| 428,600 | Gilead Sciences, Inc. (a) | 26,946,082 | ||||
| 858,979 | Idenix Pharmaceuticals, Inc. (a) | 4,458,101 | ||||
| 325,000 | Merck & Co., Inc. | 15,472,925 | ||||
| 755,808 | Pfizer Inc. | 21,710,585 | ||||
| (Cost $55,142,386) | 93,093,113 | |||||
| INDUSTRIALS | CAPITAL GOODS (5.2%) | |||||
| (11.8%) | 650,000 | General Electric Company | 15,528,500 | |||
| 360,000 | Owens Corning (a) | 13,672,800 | ||||
| 300,000 | United Technologies Corporation | 32,346,000 | ||||
| (Cost $46,839,782) | 61,547,300 | |||||
| COMMERCIAL AND PROFESSIONAL SERVICES (6.6%) | ||||||
| 312,500 | The ADT Corporation | 12,706,250 | ||||
| 1,087,100 | Republic Services, Inc. | 36,265,656 | ||||
| 263,998 | Towers Watson & Co. Class A | 28,237,226 | ||||
| (Cost $44,879,916) | 77,209,132 | |||||
| (Cost $91,719,698) | 138,756,432 | |||||
| INFORMATION | SEMICONDUCTORS AND EQUIPMENT (2.4%) | |||||
| TECHNOLOGY | 286,850 | ASML Holding N.V. | (Cost $4,285,794) | 28,329,306 | ||
| (14.0%) | ||||||
| SOFTWARE AND SERVICES (1.9%) | ||||||
| 680,686 | Microsoft Corporation | (Cost $17,329,639) | 22,653,230 | |||
| TECHNOLOGY HARDWARE AND EQUIPMENT (9.7%) | ||||||
| 67,000 | Apple Inc. | 31,942,250 | ||||
| 820,000 | Cisco Systems, Inc. | 19,213,420 | ||||
| 615,000 | EMC Corporation | 15,719,400 | ||||
| 700,000 | QUALCOMM Incorporated | 47,124,000 | ||||
| (Cost $73,800,999) | 113,999,070 | |||||
| (Cost $95,416,432) | 164,981,606 | |||||
| MISCELLANEOUS | Other (e) | (Cost $51,443,964) | 53,686,386 | |||
| (4.6%) | ||||||
| TELECOMMUNICATION | 523,100 | Vodafone Group plc ADR | (Cost $13,766,306) | 18,402,658 | ||
| SERVICES (1.6%) | ||||||
| TOTAL COMMON STOCKS (104.6%) | (Cost $680,453,035) | 1,230,171,213 | ||||
| Contracts | ||||||
| PUT OPTION | (100 shares each) | COMPANY/EXPIRATION DATE/STRIKE PRICE | ||||
| ENERGY (0.0%) | 4,000 | Weatherford International Ltd./January 18, 2014/$15 | (Cost $382,142) | 384,000 | ||
| Value | ||||
| Shares | SHORT-TERM SECURITY AND OTHER ASSETS | (note 1a) | ||
| 136,079,286 | SSgA U.S. Treasury Money Market Fund (11.6%) | (Cost $136,079,286) | $136,079,286 | |
| TOTAL INVESTMENTS (f) (116.2%) | (Cost $816,914,463) | 1,366,634,499 | ||
| Liabilities in excess of cash, receivables and other assets (0.0%) | (489,457) | |||
| PREFERRED STOCK (-16.2%) | (190,117,175) | |||
| NET ASSETS APPLICABLE TO COMMON STOCK (100%) | $1,176,027,867 | |||
ADR - American Depository Receipt
(a) Non-income producing security.
(b) Level 3 fair value measurement, restricted security acquired in three installments as follows: 425,000 shares on 11/4/09, unit cost $20.00 per share; 150,000 shares on 4/2/13, unit cost $14.80 per share; and 100,000 shares on 4/11/13, unit cost $14.05 per share. Fair value is $15.00 per share, note 2. Fair value is based upon bid and/or 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. Amount represents .86% of net assets.
(c) Level 3 fair value measurement, restricted security exchanged from Class A shares on 5/21/12, aggregate cost $1,500,000, unit cost is $20.00 per share and fair value is $14.25 per share, note 2. Fair value is based upon a judgmentally discounted bid price 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. Amount represents .09% of net assets.
(d) Level 3 fair value measurement, restricted security acquired 11/3/09, aggregate cost $10,748,000, unit cost is $200.90 per share and fair value is $275.00 per share, note 2. Fair valuation was 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 as well as actual transaction prices resulting from limited trading in the security. Significant increases (decreases) in the relative valuation metrics of the peer group companies may result in higher (lower) estimates of fair value. As of period end, valuation is based upon a discount to the estimated acquisition price of the company by its acquiror, Global Atlantic Financial Group. Closing of the transaction and the final determination of the purchase price, approximately book value, is expected to take place as of December 31, 2013. Fair valuation will change, and likely increase, as the closing date of the acquisition approaches. Amount represents 1.25% of net assets.
(e) Securities which have been held for less than one year, not previously disclosed, and not restricted.
(f) At September 30, 2013 the cost of investments for Federal income tax purposes was the same as the cost for financial reporting purposes, aggregate gross unrealized appreciation was $559,282,722, aggregate gross unrealized depreciation was $9,562,686, and net unrealized appreciation was $549,720,036.
| Contracts | Value | |||
| CALL OPTION | (100 shares each) | COMPANY/EXPIRATION DATE/STRIKE PRICE | (note 1a) | |
| ENERGY | 4,000 | Weatherford International Ltd./February 22, 2014/$17 (Premium Deposited with Broker $285,852) | $276,000 | |
| (see notes to unaudited financial statements) | ||||
| SHARES | SHARES | ||
| INCREASES | TRANSACTED | HELD | |
| ADDITIONS | |||
| Alpha Natural Resources, Inc. | 200,000 | 1,683,269 | |
| General Electric Company | 100,000 | 650,000 | |
| DECREASES | |||
| ELIMINATIONS | |||
| Nucor Corporation | 100,000 | — | |
| Waste Management, Inc. | 265,000 | — | |
| REDUCTIONS | |||
| Canadian Natural Resources Limited | 103,400 | 196,600 | |
| Diageo plc ADR | 37,600 | 262,400 | |
| Halliburton Company | 40,000 | 685,000 | |
| JPMorgan Chase & Co. | 25,000 | 450,000 | |
| MetLife, Inc. | 35,000 | 365,000 | |
| Microsoft Corporation | 29,000 | 680,686 | |
| Nelnet, Inc. | 11,500 | 540,000 | |
| Platinum Underwriters Holdings, Ltd. | 10,000 | 355,000 | |
| The TJX Companies, Inc. | 125,000 | 1,419,668 | |
| Weatherford International Ltd. | 325,000 | 1,725,000 | |
(a) Common shares unless otherwise noted; excludes transactions in Common Stocks - Miscellaneous - Other.
The diversification of the Company’s net assets applicable to its Common Stock and Option by industry group as of September 30, 2013 is shown in the following table.
| INDUSTRY CATEGORY | COST (000) | VALUE (000) | PERCENT COMMON NET ASSETS* | ||||
| Financials | |||||||
| Banks | $14,184 | $23,505 | 2.0 | % | |||
| Diversified Financials | 32,230 | 64,792 | 5.5 | ||||
| Insurance | 73,542 | 199,756 | 17.0 | ||||
| 119,956 | 288,053 | 24.5 | |||||
| Consumer Discretionary | |||||||
| Automobiles & Components | 34,972 | 46,302 | 3.9 | ||||
| Consumer Services | 8,679 | 14,198 | 1.2 | ||||
| Retailing | 43,547 | 124,185 | 10.6 | ||||
| 87,198 | 184,685 | 15.7 | |||||
| Information Technology | |||||||
| Semiconductors & Equipment | 4,286 | 28,330 | 2.4 | ||||
| Software & Services | 17,329 | 22,653 | 1.9 | ||||
| Technology Hardware & Equipment | 73,801 | 113,999 | 9.7 | ||||
| Consumer Staples | 95,416 | 164,982 | 14.0 | ||||
| Food, Beverage & Tobacco | 60,543 | 111,457 | 9.5 | ||||
| Food & Staples Retailing | 12,042 | 45,435 | 3.8 | ||||
| Industrials | 72,585 | 156,892 | 13.3 | ||||
| Capital Goods | 46,840 | 61,547 | 5.2 | ||||
| Commercial & Professional Services | 44,880 | 77,209 | 6.6 | ||||
| 91,720 | 138,756 | 11.8 | |||||
| Energy | 93,608 | 132,005 | 11.2 | ||||
| Health Care | |||||||
| Pharmaceuticals, Biotechnology & Life Sciences | 55,142 | 93,093 | 7.9 | ||||
| Miscellaneous** | 51,444 | 53,686 | 4.6 | ||||
| Telecommunication Services | 13,766 | 18,403 | 1.6 | ||||
| 680,835 | 1,230,555 | 104.6 | |||||
| Short-Term Securities | 136,079 | 136,079 | 11.6 | ||||
| Total Investments | $816,914 | 1,366,634 | 116.2 | ||||
| Other Assets and Liabilities - Net | (489 | ) | 0.0 | ||||
| Preferred Stock | (190,117 | ) | (16.2 | ) | |||
| Net Assets Applicable to Common Stock | $1,176,028 | 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 unaudited financial statements)
| ASSETS | |||||
| INVESTMENTS, AT VALUE (NOTE 1a) | |||||
| Common stocks (cost $680,453,035) | $1,230,171,213 | ||||
| Purchased option (cost $382,142) | 384,000 | ||||
| Money market fund (cost $136,079,286) | 136,079,286 | ||||
| Total investments (cost $816,914,463) | 1,366,634,499 | ||||
| RECEIVABLES AND OTHER ASSETS | |||||
| Cash held by custodian in segregated account | $740,356 | ||||
| Receivable for securities sold | 7,492,277 | ||||
| Dividends, interest and other receivables | 1,834,386 | ||||
| Qualified pension plan asset, net excess funded (note 7) | 355,007 | ||||
| Prepaid expenses and other assets | 1,596,125 | 12,018,151 | |||
| TOTAL ASSETS | 1,378,652,650 | ||||
| LIABILITIES | |||||
| Payable for securities purchased | 1,442,363 | ||||
| Accrued preferred stock dividend not yet declared | 219,955 | ||||
| Outstanding option written, at value (premiums received $285,852) | 276,000 | ||||
| Accrued supplemental pension plan liability (note 7) | 5,117,567 | ||||
| Accrued supplemental thrift plan liability (note 7) | 2,006,374 | ||||
| Accrued expenses and other liabilities | 3,445,349 | ||||
| TOTAL LIABILITIES | 12,507,608 | ||||
| 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 - 29,324,015 shares (note 5) | $1,176,027,867 | ||||
| NET ASSET VALUE PER COMMON SHARE | $40.10 | ||||
| NET ASSETS APPLICABLE TO COMMON STOCK | |||||
| Common Stock, 29,324,015 shares at par value (note 5) | $29,324,015 | ||||
| Additional paid-in capital (note 5) | 543,992,969 | ||||
| Undistributed net investment income (note 5) | 6,111,735 | ||||
| Undistributed realized gain on investments | 63,345,993 | ||||
| Accumulated other comprehensive loss (note 7) | (7,772,799 | ) | |||
| Unallocated distributions on Preferred Stock | (8,703,934 | ) | |||
| Unrealized appreciation on investments and options written | 549,729,888 | ||||
| NET ASSETS APPLICABLE TO COMMON STOCK | $1,176,027,867 | ||||
(see notes to unaudited financial statements)
| INCOME | |||
| Dividends (net of foreign withholding taxes of $490,574) | $14,732,120 | ||
| EXPENSES | |||
| Investment research | $4,803,179 | ||
| Administration and operations | 2,732,333 | ||
| Office space and general | 1,260,054 | ||
| Directors’ fees and expenses | 213,471 | ||
| Auditing and legal fees | 180,000 | ||
| Transfer agent, custodian and registrar fees and expenses | 163,698 | ||
| Miscellaneous taxes | 159,362 | ||
| Stockholders’ meeting and reports | 55,449 | 9,567,546 | |
| NET INVESTMENT INCOME | 5,164,574 | ||
| 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 $1,740,537) | 62,144,909 | ||
| Written option transactions (notes 1b and 4) | 833,782 | ||
| 62,978,691 | |||
| Net increase in unrealized appreciation on investments | 159,309,050 | ||
| NET GAIN ON INVESTMENTS | 222,287,741 | ||
| DISTRIBUTIONS TO PREFERRED STOCKHOLDERS | (8,483,979) | ||
| INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $218,968,336 |
| Nine Months Ended | ||||||
| September 30, 2013 | Year Ended | |||||
| OPERATIONS | (Unaudited) | December 31, 2012 | ||||
| Net investment income | $5,164,574 | $6,973,024 | ||||
| Net realized gain on investments | 62,978,691 | 60,458,284 | ||||
| Net increase in unrealized appreciation | 159,309,050 | 84,267,705 | ||||
| 227,452,315 | 151,699,013 | |||||
| Distributions to Preferred Stockholders: | ||||||
| From net investment income | — | (1,205,766) | ||||
| From short-term capital gains | — | (85,020) | ||||
| From long-term capital gains | — | (10,021,186) | ||||
| Unallocated distributions | (8,483,979) | — | ||||
| Decrease in net assets from Preferred distributions | (8,483,979) | (11,311,972) | ||||
| INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | 218,968,336 | 140,387,041 | ||||
| OTHER COMPREHENSIVE LOSS - Funded status of defined benefit plans (note 7) | — | (87,605) | ||||
| DISTRIBUTIONS TO COMMON STOCKHOLDERS | ||||||
| From net investment income | — | (6,109,048) | ||||
| From short-term capital gains | — | (430,801) | ||||
| From long-term capital gains | — | (50,405,654) | ||||
| DECREASE IN NET ASSETS FROM COMMON DISTRIBUTIONS | — | (56,945,503) | ||||
| CAPITAL SHARE TRANSACTIONS (NOTE 5) | ||||||
| Value of Common Shares issued in payment of dividends and distributions | 9,300,595 | 21,554,674 | ||||
| Cost of Common Shares purchased | (7,658,725) | (36,028,316) | ||||
| INCREASE (DECREASE) IN NET ASSETS - CAPITAL TRANSACTIONS | 1,641,870 | (14,473,642) | ||||
| NET INCREASE IN NET ASSETS | 220,610,206 | 68,880,291 | ||||
| NET ASSETS APPLICABLE TO COMMON STOCK | ||||||
| BEGINNING OF PERIOD | 955,417,661 | 886,537,370 | ||||
| END OF PERIOD (including undistributed net investment income of $6,111,735 and | ||||||
| $947,161, respectively) | $1,176,027,867 | $955,417,661 | ||||
(see notes to unaudited financial statements)
| The following table shows per share operating performance data, total investment return, ratios and supplemental data for the nine months ended | |||||||||||||||||
| September 30, 2013 and for each year in the five-year period ended December 31, 2012. This information has been derived from information con- | |||||||||||||||||
| tained in the financial statements and market price data for the Company’s shares. | |||||||||||||||||
| Nine Months | |||||||||||||||||
| Ended | |||||||||||||||||
| September 30, 2013 | Year Ended December 31, | ||||||||||||||||
| (Unaudited) | 2012 | 2011 | 2010 | 2009 | 2008 | ||||||||||||
| PER SHARE OPERATING PERFORMANCE | |||||||||||||||||
| Net asset value, beginning of period | $32.68 | $29.78 | $31.26 | $27.50 | $21.09 | $38.10 | |||||||||||
| Net investment income | .18 | .24 | .18 | .19 | .11 | .42 | |||||||||||
| Net gain (loss) on securities - | |||||||||||||||||
| realized and unrealized | 7.53 | 5.05 | (.68) | 4.37 | 6.94 | (16.15) | |||||||||||
| Other comprehensive income (loss) | — | — | (.10) | — | .07 | (.25) | |||||||||||
| 7.71 | 5.29 | (.60) | 4.56 | 7.12 | (15.98) | ||||||||||||
| Distributions on Preferred Stock: | |||||||||||||||||
| Dividends from net investment income | — | (.04) | (.11) | (.07) | (.11) | (.11) | |||||||||||
| Distributions from net short-term capital gains | — | (.01) | (.01) | (.03) | (.05) | — | |||||||||||
| Distributions from net long-term capital gains | — | (.34) | (.26) | (.27) | (.19) | (.27) | |||||||||||
| Distributions from return of capital | — | — | — | — | (.01) | — | |||||||||||
| Unallocated | (.29) | — | — | — | — | — | |||||||||||
| (.29) | (.39) | (.38) | (.37) | (.36) | (.38) | ||||||||||||
| Total from investment operations | 7.42 | 4.90 | (.98) | 4.19 | 6.76 | (16.36) | |||||||||||
| Distributions on Common Stock: | |||||||||||||||||
| Dividends from net investment income | — | (.21) | (.15) | (.08) | (.10) | (.19) | |||||||||||
| Distributions from net short-term capital gains | — | (.02) | (.01) | (.03) | (.05) | — | |||||||||||
| Distributions from net long-term capital gains | — | (1.77) | (.34) | (.32) | (.19) | (.46) | |||||||||||
| Distributions from return of capital | — | — | — | — | (.01) | — | |||||||||||
| — | (2.00) | (.50) | (.43) | (.35) | (.65) | ||||||||||||
| Net asset value, end of period | $40.10 | $32.68 | $29.78 | $31.26 | $27.50 | $21.09 | |||||||||||
| Per share market value, end of period | $34.14 | $27.82 | $24.91 | $26.82 | $23.46 | $17.40 | |||||||||||
| TOTAL INVESTMENT RETURN - Stockholder | |||||||||||||||||
| return, based on market price per share | 22.72%* | 19.77% | (5.29%) | 16.24% | 36.86% | (48.20%) | |||||||||||
| RATIOS AND SUPPLEMENTAL DATA | |||||||||||||||||
| Net assets applicable to Common Stock, | |||||||||||||||||
| end of period (000’s omitted) | $1,176,028 | $955,418 | $886,537 | $950,941 | $864,323 | $674,598 | |||||||||||
| Ratio of expenses to average net assets | |||||||||||||||||
| applicable to Common Stock | 1.18%** | 1.67% | 1.39% | 1.54% | 1.93% | 0.87% | |||||||||||
| Ratio of net income to average net assets | |||||||||||||||||
| applicable to Common Stock | 0.65%** | 0.74% | 0.56% | 0.66% | 0.46% | 1.31% | |||||||||||
| Portfolio turnover rate | 12.24%* | 9.56% | 11.17% | 18.09% | 24.95% | 25.52% | |||||||||||
| PREFERRED STOCK | |||||||||||||||||
| Liquidation value, end of period (000’s omitted) | $190,117 | $190,117 | $190,117 | $190,117 | $190,117 | $199,617 | |||||||||||
| Asset coverage | 719% | 603% | 566% | 600% | 555% | 438% | |||||||||||
| Liquidation preference per share | $25.00 | $25.00 | $25.00 | $25.00 | $25.00 | $25.00 | |||||||||||
| Market value per share | $25.28 | $25.54 | $25.47 | $24.95 | $24.53 | $21.90 | |||||||||||
*Not annualized
**Annualized
(see notes to unaudited 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 (“U.S. GAAP”) |
| 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 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 specifi c procedures appropriate to each security as established |
| by and under the general supervision of the Board of Directors. The determination of fair value involves subjective judgments. As a |
| result, using fair value to price a security may result in a price materially different from the price used by other investors or the price |
| that may be realized upon the actual sale of the security. |
| 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 |
| distributions to stockholders are recorded as of the ex-dividend dates. Interest income, adjusted for amortization of discount and pre- |
| mium on investments, is earned from settlement date and is recognized on the accrual basis. Cost of short-term investments represent |
| amortized cost. |
| d. FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS Portfolio securities and other assets and liabilities denominated in foreign |
| currencies are translated into U.S. dollars based on the exchange rate of such currencies versus U.S. dollars on the date of valuation. |
| Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at |
| the exchange rate in effect on the transaction date. Events may impact the availability or reliability of foreign exchange rates used |
| to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using |
| procedures established and approved by the 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 securities transactions and the difference between the recorded amounts of dividends, interest, and foreign |
| withholding taxes and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and |
| losses arise from changes in foreign exchange rates on foreign denominated assets and liabilities other than investments in securities |
| held at the end of the reporting period. |
| Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. |
| companies as a result of, among other factors, the possibility of political or economic instability or the level of governmental supervi- |
| sion 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 distribu- |
| tions to common and preferred shareholders, which are determined in accordance with Federal income tax regulations are recorded |
| on the ex-dividend date. 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. In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, man- |
| agement has analyzed the Company’s tax positions taken or expected to be taken on Federal and state income tax returns for all open |
| tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Company’s |
| financial statements. |
| 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 indemnifi cations. |
| 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 $1.00 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 September 30, 2013: |
| Assets | Level 1 | Level 2 | Level 3 | Total | ||||
| Common stocks | $1,204,264,963 | — | $25,906,250 | $1,230,171,213 | ||||
| Purchased option | 384,000 | — | — | 384,000 | ||||
| Money market fund | 136,079,286 | — | — | 136,079,286 | ||||
| Total | $1,340,728,249 | — | $25,906,250 | $1,366,634,499 | ||||
| Liabilities | ||||||||
| Option written | ($276,000) | ($276,000) |
| The aggregate value of Level 3 portfolio investments changed during the nine months ended September 30, 2013 as follows: | ||
| Change in portfolio valuations using signifi cant unobservable inputs: | Level 3 | |
| Fair value at December 31, 2012 | $21,218,125 | |
| Purchases | 3,623,750 | |
| Net change in unrealized appreciation on investments | 1,064,375 | |
| Fair value at September 30, 2013 | $25,906,250 | |
| The increase in net unrealized appreciation included in the results of operations attributable to | ||
| Level 3 assets held at September 30, 2013 and reported within the caption Net change in | ||
| unrealized appreciation in the Statement of Operations: | $1,064,375 | |
| There were no transfers between levels during the period ended September 30, 2013. | ||
| 3. PURCHASES AND SALES OF SECURITIES - Purchases and sales of securities (other than short-term securities and options) for the nine |
| months ended September 30, 2013 amounted to $140,615,627 and $181,431,294, on long transactions, respectively. |
| 4. WRITTEN OPTIONS - The level of activity in written options varies from year to year based upon market conditions. Transactions in |
| written covered call options and collateralized put options during the nine months ended September 30, 2013 were as follows: |
| Covered Calls | Collateralized Puts | ||||||||
| Contracts | Premiums | Contracts | Premiums | ||||||
| Options outstanding, December 31, 2012 | 300 | $104,999 | 0 | $0 | |||||
| Options written | 4,000 | 285,852 | 5,078 | 1,304,665 | |||||
| Options exercised | 0 | 0 | (400) | (104,363) | |||||
| Options terminated in closing purchase transaction | (300) | (104,999) | (4,678) | (1,200,302) | |||||
| Options outstanding, September 30, 2013 | 4,000 | $285,852 | 0 | 0 | |||||
| The maximum payout for written put options is limited to the number of put option contracts written and the related strike prices, |
| respectively. The fair value of the written covered call options contracts at September 30, 2013 is $276,000. |
| 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, 29,324,015 shares |
| were issued and outstanding; 8,000,000 Preferred Shares were originally issued and 7,604,687 were outstanding on September 30, 2013. |
| On September 24, 2003, the Company issued and sold 8,000,000 shares of its 5.95% Cumulative Preferred Stock, Series B in an underwritten |
| offering. The Preferred Shares were noncallable for the 5 year period ended September 24, 2008 and have a liquidation preference of $25.00 per |
| share plus accumulated and unpaid dividends to the date of redemption. On December 10, 2008, the Board of Directors authorized the repurchase |
| of up to 1 million Preferred Shares in the open market at prices below $25.00 per share. To date, 395,313 shares have been repurchased. |
| 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 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 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 nine months ended September 30, 2013 and the year ended December 31, 2012 were as follows: |
| Shares | Amount | ||||||||
| 2013 | 2012 | 2013 | 2012 | ||||||
| Shares issued in payment of dividends and distributions | |||||||||
| (includes 320,048 and 766,116 shares issued from treasury) | 320,048 | 766,116 | $320,048 | $766,116 | |||||
| Increase in paid-in capital | 8,980,547 | 20,788,558 | |||||||
| Total increase | 9,300,595 | 21,554,674 | |||||||
| Shares purchased (at an average discount from net asset value | |||||||||
| of 14.5% and 14.5%, respectively) | (230,005) | (1,298,533) | (230,005) | (1,298,533) | |||||
| Decrease in paid-in capital | (7,428,720) | (34,729,783) | |||||||
| Total decrease | (7,658,725) | (36,028,316) | |||||||
| Net increase (decrease) | 90,043 | (532,417) | $1,641,870 | ($14,473,642) | |||||
| At September 30, 2013, the Company held in its treasury 2,656,857 shares of Common Stock with an aggregate cost in the amount of |
| $72,579,491. |
| The tax basis distribution during the year ended December 31, 2012 is as follows: ordinary distributions of $7,830,635 and long-term |
| capital gains distributions of $60,426,840. As of December 31, 2012, distributable earnings on a tax basis included $295,371 from undis- |
| tributed net long-term capital gains, $378,924 from undistributed ordinary income and $390,366,710 from net unrealized appreciation |
| on investments if realized in future years. Reclassifications arising from permanent “book/tax” differences reflect non-tax deductible |
| expenses and redesignation of dividends incurred during the year ended December 31, 2012. As a result, undistributed net investment |
| income was increased by $2,804, additional paid-in capital was decreased by $1,318 and accumulated net realized gain on investment |
| transactions was decreased by $1,486. Net assets were not affected by this reclassification. |
| 6. OFFICERS’ COMPENSATION - The aggregate compensation accrued and paid by the Company during the nine months ended September |
| 30, 2013 to its offi cers (identifi ed on back cover) amounted to $4,019,208. |
| 7. BENEFIT PLANS - The Company has funded (qualifi ed) and unfunded (supplemental) noncontributory defi ned benefi t pension plans |
| that are available to its employees. The pension plans provide defi ned benefi ts 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 benefi t cost (income) of the plans |
| for the nine months ended September 30, 2013 were: |
| Service cost | $341,107 | ||
| Interest cost | 573,461 | ||
| Expected return on plan assets | (739,862) | ||
| Amortization of prior service cost | 34,942 | ||
| Amortization of recognized net actuarial loss | 726,479 | ||
| Net periodic benefi t cost | 936,127 |
| 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 nine months ended September 30, 2013 was $594,326. The qualifi ed thrift plan acquired |
| 24,617 shares, sold 28,800 shares and distributed 25,719 shares of the Company’s Common Stock during the nine months ended |
| September 30, 2013 and held 454,934 shares of the Company’s Common Stock at September 30, 2013. |
| 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 provides 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 $824,400 for the nine months ended September 30, 2013. Minimum rental commit |
| ments under the operating lease are approximately $1,183,000 in 2013 through 2017, and $99,000 in 2018. |
| Previous purchases of the Company’s Common and Preferred Stock are set forth in Note 5 on pages 10 and 11. Prospective purchases of Common |
| and Preferred Stock 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, 2013 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 15, 2013, 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 | Jeffrey W. Priest |
| Gerald M. Edelman | Raymond S. Troubh |
| John D. Gordan, III | |
| OFFICERS | |
| Jeffrey W. Priest, President and Chief Executive Officer | |
| Andrew V. Vindigni, Senior Vice-President | |
| Craig A. Grassi, Vice-President | |
| Sally A. Lynch, Vice-President | |
| Michael W. Robinson, Vice-President | |
| Eugene S. Stark, Vice-President, Administration, Principal | |
| Financial Officer & Chief Compliance Officer | |
| Diane G. Radosti, Treasurer | |
| Maureen E. LoBello, Secretary | |
| SERVICE COMPANIES | |
| COUNSEL | TRANSFER AGENT AND REGISTRAR |
| Sullivan & Cromwell LLP | American Stock Transfer & Trust |
| Company, LLC | |
| INDEPENDENTAUDITORS | 6201 15th Avenue |
| Ernst & Young LLP | Brooklyn, NY 11219 |
| 1-800-413-5499 | |
| CUSTODIAN | www.amstock.com |
| State Street Bank and | |
| Trust Company | |