UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-00041
GENERAL AMERICAN INVESTORS COMPANY, INC.
(Exact name of registrant as specified in charter)
100 Park Avenue, 35th Floor, New York, New York 10017
(Address of principal executive offices) (Zip code)
Eugene S. Stark
General American Investors Company, Inc.
100 Park Avenue
35th Floor
New York, New York 10017
(Name and address of agent for service)
Copy to:
John E. Baumgardner, Jr., Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
Registrant's telephone number, including area code: 212-916-8400
Date of fiscal year end: December 31
Date of reporting period: June 30, 2016
Item1: Report to Shareholders
For the six months ended return June 30, 2016, the net | wide valuation spread between classically safe stocks |
asset value per Common Share increased 0.89% | like utilities and staples, and cyclically oriented sectors |
while the investment return to our stockholders | as investors chase yields not available in traditional fixed |
decreased by 3.16%. By comparison, our benchmark, | income investments. |
the Standard & Poor’s 500 Stock Index (including | |
income), increased 3.85%. For the twelve months | Though not immune to weak economic trends in the |
ended June 30, 2016, the return on the net asset value | rest of the world, the United States has continued to |
per Common Share decreased by 3.00%, and the return | grow modestly, with the unemployment rate falling |
to our stockholders decreased by 7.83%; these compare | to levels seen during the last expansion. Wages con- |
with an increase of 4.02% for the S&P 500. During both | tinue to rise modestly, household formations are trending |
periods, the discount at which our shares traded contin- | upward, while discretionary consumer spending remains |
ued to fluctuate and on June 30, 2016, it was 18.8%. | relatively subdued. Borrowing for autos and other large |
expense consumer goods and services has been robust, | |
As detailed in the accompanying financial statements | while general consumer and housing credit has remained |
(unaudited), as of June 30, 2016, the net assets applicable | below growth levels experienced during previous expan- |
to the Company’s Common Stock were $1,052,667,868 | sions due in part to constrictive financial regulations and |
equal to $37.94 per Common Share. | higher savings rates. |
The increase in net assets resulting from operations for | Outside of the U.S., the economic picture remains more |
the six months ended June 30, 2016 was $4,206,851. | subdued. Weaker Chinese and Japanese growth has |
During this period, the net realized gain on investments | diminished demand for raw materials from emerging |
sold was $77,321,158 and the decrease in net unrealized | markets in Latin America and Africa. The European |
appreciation was $73,367,690. Net investment income | Union continues to face stagnant growth which may be |
for the six months was $5,909,369. Distributions to | exacerbated due to the United Kingdom’s recent popular |
common shareholders totaled $2,826,870 and distribu- | vote to exit the political and economic union. Though |
tions to Preferred Stockholders amounted to $5,655,986. | the extent of residual effects is unknown, Brexit has |
the potential to have a significant impact on the E.U. to | |
During the six months, The Company also repurchased | the extent it encourages others to consider leaving the |
550,178 of its shares at a cost of $16,740,318, an aver- | Union. The negotiation for Britain to leave the E.U. |
age discount to net asset value of 17.7%. Strong relative | could take up to three years to complete leaving a long |
performance contributed to our returns from the shares | period of uncertainty for companies currently invested |
of companies in the consumer discretionary, industrials, | in real property in the U.K. British property companies |
materials and financial sectors. The Company’s recent | have experienced significant declines in response to |
underperformance relative to the S&P 500 is attributable | Brexit as London has been among the most expensive |
to our exposure to currency fluctuations affecting the | real estate markets in the world. |
dollar value of our foreign consumer staples, our modest | |
overweight to energy and pharmaceuticals, including | Favorably in the U.S. and China, a number of short |
Biotech. | cycle indicators have begun to display positive trends. |
It appears the inventory overhang that plagued the | |
As discussed in our first quarter letter, U.S. equity mar- | U.S. economy since the second quarter of last year is |
kets have struggled, alternating between modest positive | fading. The dramatic decline in drilling activity in the |
and negative returns reflecting elevated equity valua- | U.S. is abating, removing some of the headwinds from |
tions, lower operating margins and flat revenue growth | lower energy prices. Likewise, China has seen modest |
countered by extraordinarily low interest rates. | reductions in raw material inventories and an uptick in |
domestic demand. | |
Interest rates appear to remain the most powerful vari- | |
able for valuation as they define, in part, the rate at which | On the whole, we retain our enthusiasm for equities |
future cash flows are discounted. Given the growing | for the long term as there are few alternatives with the |
number of sovereign nations experiencing negative | potential to benefit from improvement in world growth |
interest rates, now at over $10 trillion in issued bonds, | rates amid this low to negative interest rate environment. |
it would seem likely that valuations for equities and | |
other assets may continue to benefit from the lack of | Information about the Company, including our invest- |
alternative investments with favorable cash flow yields. | ment objectives, operating policies and procedures, |
Though history is scant on the subject, negative interest | investment results, record of dividend and distribution |
rates may well drive asset valuations, especially equities, | payments, financial reports and press releases, is on our |
higher. Despite the simple mathematical formula that | website and has been updated through June 30, 2016. It |
yields this outcome, the resulting higher valuations may | can be accessed on the internet at www.generalameri- |
also lead to higher volatility in asset prices. | caninvestors.com. |
This unusual and historic situation is occurring amidst | By Order of the Board of Directors, |
low growth, low inflation, and, in most cases, aging | General American Investors Company, Inc. |
demographics for native populations. Elevated levels of | |
government debt to GDP ratios, outsized swings in cur- | Jeffrey W. Priest |
rency exchange rates and equally large levels of central | President and Chief Executive Officer |
bank intervention are also present. This has led to a | July 13, 2016 |
Value | |||||||
Shares | COMMON STOCKS | (note 1a) | |||||
Consumer | Automobiles and Components (1.5%) | ||||||
Discretionary | 1,264,063 | Ford Motor Company | (Cost $16,174,723) | $15,889,272 | |||
(10.8%) | |||||||
Retailing (9.3%) | |||||||
299,300 | Liberty Interactive Corporation - Ventures A (a) | 11,095,051 | |||||
375,026 | Macy’s Inc. | 12,604,624 | |||||
959,768 | The TJX Companies, Inc. | 74,122,883 | |||||
(Cost $28,911,220) | 97,822,558 | ||||||
(Cost $45,085,943) | 113,711,830 | ||||||
Consumer | Food, Beverage and Tobacco (11.9%) | ||||||
Staples | 201,174 | Danone | 14,155,826 | ||||
(14.4%) | 202,400 | Diageo plc ADR | 22,846,912 | ||||
450,000 | Nestle S.A. | 34,659,734 | |||||
195,000 | PepsiCo, Inc. | 20,658,300 | |||||
704,378 | Unilever N.V. | 32,758,881 | |||||
(Cost $67,915,227) | 125,079,653 | ||||||
Food and Staples Retailing (2.5%) | |||||||
168,781 | Costco Wholesale Corporation | (Cost $5,100,945) | 26,505,368 | ||||
(Cost $73,016,172) | 151,585,021 | ||||||
Energy | 218,000 | Anadarko Petroleum Corporation | 11,608,500 | ||||
(7.9%) | 200,900 | Apache Corporation | 11,184,103 | ||||
1,572,819 | Cameco Corporation | 17,253,824 | |||||
660,000 | Ensco plc - Class A | 6,408,600 | |||||
3,830,440 | Gulf Coast Ultra Deep Royalty Trust (a) | 275,792 | |||||
535,000 | Halliburton Company | 24,230,150 | |||||
1,730,000 | Helix Energy Solutions Group, Inc. (a) | 11,694,800 | |||||
(Cost $84,586,318) | 82,655,769 | ||||||
Financials | Banks (1.6%) | ||||||
(22.2%) | 140,000 | M&T Bank Corporation | (Cost $3,966,544) | 16,552,200 | |||
Diversified Financials (4.7%) | |||||||
245,000 | American Express Company | 14,886,200 | |||||
285,000 | JPMorgan Chase & Co. | 17,709,900 | |||||
500,000 | Nelnet, Inc. | 17,375,000 | |||||
(Cost $23,578,547) | 49,971,100 | ||||||
Insurance (15.9%) | |||||||
158,877 | Aon plc | 17,354,135 | |||||
675,600 | Arch Capital Group Ltd. (a) | 48,643,200 | |||||
187,500 | Axis Capital Holdings Limited | 10,312,500 | |||||
110 | Berkshire Hathaway Inc. Class A (a) | 23,867,250 | |||||
125,000 | Everest Re Group, Ltd. | 22,833,750 | |||||
365,000 | MetLife, Inc. | 14,537,950 | |||||
243,298 | Willis Towers Watson plc | 30,244,374 | |||||
(Cost $50,525,480) | 167,793,159 | ||||||
(Cost $78,070,571) | 234,316,459 | ||||||
Health Care | Pharmaceuticals, Biotechnology and Life Sciences | ||||||
(12.2%) | 1,200,000 | Ariad Pharmaceuticals, Inc. (a) | 8,868,000 | ||||
190,000 | Celgene Corporation (a) | 18,739,700 | |||||
514,409 | Cempra, Inc. (a) | 8,482,605 | |||||
438,600 | Gilead Sciences, Inc. | 36,588,012 | |||||
197,442 | Intra-Cellular Therapies Inc. (a) | 7,664,698 | |||||
427,191 | Merck & Co., Inc. | 24,610,474 | |||||
477,076 | Paratek Pharmaceuticals Inc. (a) | 6,636,127 | |||||
460,808 | Pfizer Inc. | 16,225,050 | |||||
396,123 | Repros Therapeutics Inc. (a) | 637,758 | |||||
(Cost $77,721,416) | 128,452,424 |
Value | |||||||
Shares | COMMON STOCKS (continued) | (note 1a) | |||||
Industrials | Capital Goods (6.7%) | ||||||
(12.4%) | 219,131 | Eaton Corporation plc | $13,088,695 | ||||
840,000 | General Electric Company | 26,443,200 | |||||
300,000 | United Technologies Corporation | 30,765,000 | |||||
(Cost $57,241,319) | 70,296,895 | ||||||
Commercial and Professional Services (4.7%) | |||||||
972,800 | Republic Services, Inc. | (Cost $14,903,516) | 49,914,368 | ||||
Transportation (1.0%) | |||||||
945,064 | Hertz Global Holdings, Inc. (a) | (Cost $16,071,904) | 10,461,858 | ||||
(Cost $88,216,739) | 130,673,121 | ||||||
Information | Semiconductors and Semiconductor Equipment (2.9%) | ||||||
Technology | 200,850 | ASML Holding N.V. | 19,926,328 | ||||
(15.5%) | 330,500 | Intel Corporation | 10,840,400 | ||||
(Cost $10,939,662) | 30,766,728 | ||||||
Software and Services (4.5%) | |||||||
680,686 | Microsoft Corporation | 34,830,703 | |||||
378,034 | Synchronoss Technologies, Inc. (a) | 12,044,163 | |||||
(Cost $29,257,286) | 46,874,866 | ||||||
Technology Hardware and Equipment (8.1%) | |||||||
184,000 | Apple Inc. | 17,590,400 | |||||
1,039,500 | Cisco Systems, Inc. | 29,823,255 | |||||
410,000 | EMC Corporation | 11,139,700 | |||||
66,300 | Keysight Technologies, Inc. (a) | 1,928,667 | |||||
461,200 | QUALCOMM Incorporated | 24,706,484 | |||||
(Cost $51,326,605) | 85,188,506 | ||||||
(Cost $91,523,553) | 162,830,100 | ||||||
Materials | 981,422 | Huntsman Corporation | (Cost $18,834,046) | 13,200,126 | |||
(1.3%) | |||||||
Miscellaneous | Other (b) | (Cost $30,042,178) | 27,773,562 | ||||
(2.6%) | |||||||
Telecommunication | 683,852 | Vodafone Group plc ADR | (Cost $23,341,423) | 21,124,188 | |||
Services | |||||||
(2.0%) | |||||||
TOTAL COMMON STOCKS (101.3%) | (Cost $610,438,359) | 1,066,322,600 | |||||
Warrant | WARRANT | ||||||
Technology | 281,409 | Applied DNA Sciences, Inc. (a) | (Cost $2,814) | 322,213 | |||
Hardware & | |||||||
Equipment | |||||||
(0.0%) |
Shares | SHORT-TERM SECURITY AND OTHER ASSETS | ||||||
179,413,039 | SSgA U.S. Treasury Money Market Fund (17.1%) | (Cost $179,413,039) | 179,413,039 | ||||
TOTAL INVESTMENTS (c) (118.4%) | (Cost $789,854,212) | 1,246,057,852 | |||||
Liabilities in excess of receivables and other assets (-0.3%) | (3,272,809) | ||||||
1,242,785,043 | |||||||
PREFERRED STOCK (-18.1%) | (190,117,175) | ||||||
NET ASSETS APPLICABLE TO COMMON STOCK (100%) | $1,052,667,868 |
ADR - American Depository Receipt
(a) Non-income producing security.
(b) Securities which have been held for less than one year, not previously disclosed, and not restricted.
(c) At June 30, 2016 the cost of investments for Federal income tax purposes was $789,854,212; aggregate gross unrealized appreciation was
$512,285,501; aggregate gross unrealized depreciation was $56,081,861; and net unrealized appreciation was $456,203,640.
(see notes to unaudited financial statements)
Contracts | Value | |||
Call Option | (100 Shares Each) | COMPANY/EXPIRATION DATE/EXCERCISE PRICE | (note 1a) | |
Information technology (0.0%) | ||||
Technology Hardware | ||||
and Equipment | 2,495 | Cisco Systems Inc./July 15, 2016/$25 (Premium Received $510,141) | $935,625 |
Net Shares | Shares | |||
Increases | Transacted | Held | ||
New Positions | ||||
Axis Capital Holdings Limited | 187,500 | 187,500 | ||
Gulf Coast Ultra Deep Royalty Trust | — | 3,830,440 | (b) | |
Helix Energy Solutions Group, Inc. | 95,000 | 1,730,000 | (b) | |
Liberty Interactive Corporation - Ventures A | 299,300 | 299,300 | ||
Additions | ||||
Ensco plc - Class A | 80,000 | 660,000 | ||
Macy’s, Inc. | 40,000 | 375,026 | ||
Paratek Pharmaceuticals Inc. | 200,000 | 477,076 | ||
Decreases | ||||
Eliminations | ||||
FCB Financial Holdings, Inc. | 200,000 | — | ||
Occidental Petroleum Corporation | 38,400 | — | ||
Reductions | ||||
Apache Corporation | 30,000 | 200,900 | ||
Apple Inc. | 90,000 | 184,000 | ||
Arch Capital Group Ltd. | 24,400 | 675,600 | ||
Cisco Systems, Inc. | 500 | 1,039,500 | ||
Diageo plc ADR | 20,000 | 202,400 | ||
General Electric Company | 175,000 | 840,000 | ||
Halliburton Company | 50,000 | 535,000 | ||
Keysight Technologies, Inc. | 185,000 | 66,300 | ||
Pfizer Inc. | 145,000 | 460,808 | ||
Synchronoss Technologies, Inc. | 47,500 | 378,034 | ||
The TJX Companies, Inc. | 30,000 | 959,768 | ||
(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.
(see notes to unaudited financial statements)
The diversification of the Company’s net assets applicable to its Common Stock by industry group as of June 30,
2016 is shown in the table.
Cost | Value | Percent Common | ||||||
Industry Category | (000) | (000) | Net Assets* | |||||
Financials | ||||||||
Banks | $3,967 | $16,552 | 1.6% | |||||
Diversified Financials | 23,579 | 49,971 | 4.7 | |||||
Insurance | 50,525 | 167,793 | 15.9 | |||||
78,071 | 234,316 | 22.2 | ||||||
Information Technology | ||||||||
Semiconductors & Semiconductor Equipment | 10,940 | 30,767 | 2.9 | |||||
Software & Services | 29,257 | 46,875 | 4.5 | |||||
Technology Hardware & Equipment | 51,329 | 85,511 | 8.1 | |||||
91,526 | 163,153 | 15.5 | ||||||
Consumer Staples | ||||||||
Food, Beverage & Tobacco | 67,915 | 125,080 | 11.9 | |||||
Food & Staples Retailing | 5,101 | 26,505 | 2.5 | |||||
73,016 | 151,585 | 14.4 | ||||||
Industrials | ||||||||
Capital Goods | 57,241 | 70,297 | 6.7 | |||||
Commercial & Professional Services | 14,904 | 49,914 | 4.7 | |||||
Transportation | 16,072 | 10,462 | 1.0 | |||||
88,217 | 130,673 | 12.4 | ||||||
Health Care | ||||||||
Pharmaceuticals, Biotechnology & Life Sciences | 77,721 | 128,452 | 12.2 | |||||
Consumer Discretionary | ||||||||
Automobiles & Components | 16,175 | 15,889 | 1.5 | |||||
Retailing | 28,911 | 97,823 | 9.3 | |||||
45,086 | 113,712 | 10.8 | ||||||
Energy | 84,586 | 82,656 | 7.9 | |||||
Miscellaneous** | 30,042 | 27,774 | 2.6 | |||||
Telecommunication Services | 23,342 | 21,124 | 2.0 | |||||
Materials | 18,834 | 13,200 | 1.3 | |||||
610,441 | 1,066,645 | 101.3 | ||||||
Short-Term Securities | 179,413 | 179,413 | 17.1 | |||||
Total Investments | $789,854 | 1,246,058 | 118.4 | |||||
Other Assets and Liabilities - Net | (3,273) | (0.3) | ||||||
Preferred Stock | (190,117) | (18.1) | ||||||
Net Assets Applicable to Common Stock | $1,052,668 | 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 $610,438,359) | $1,066,322,600 | |||||
Warrant (cost $2,814) | 322,213 | |||||
Money market fund (cost $179,413,039) | 179,413,039 | |||||
Total investments (cost $789,854,212) | 1,246,057,852 | |||||
RECEIVABLES AND OTHER ASSETS | ||||||
Cash | $1,652 | |||||
Receivable for securities sold | 3,934,045 | |||||
Dividends, interest and other receivables | 2,741,996 | |||||
Qualified pension plan asset, net excess funded (note 7) | 1,977,300 | |||||
Prepaid expenses, fixed assets and other assets | 739,623 | 9,394,616 | ||||
TOTAL ASSETS | 1,255,452,468 | |||||
Liabilities | ||||||
Payable for securities purchased | 752,095 | |||||
Outstanding option written, at value (premium received $510,141) (note 4) | 935,625 | |||||
Accrued preferred stock dividend not yet declared | 219,955 | |||||
Accrued compensation payable to officers and employees | 2,000,000 | |||||
Accrued supplemental pension plan liability (note 7) | 5,679,607 | |||||
Accrued supplemental thrift plan liability (note 7) | 2,766,558 | |||||
Accrued expenses and other liabilities | 313,585 | |||||
TOTAL LIABILITIES | 12,667,425 | |||||
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 - 27,746,519 shares (note 5) | $1,052,667,868 | |||||
NET ASSET VALUE PER COMMON SHARE | $37.94 | |||||
Net Assets Applicable To Common Stock | ||||||
Common Stock, 27,746,519 shares at par value (note 5) | $27,746,519 | |||||
Additional paid-in capital (note 5) | 494,846,300 | |||||
Undistributed net investment income (note 5) | 4,360,724 | |||||
Undistributed realized gain on securities sold | 80,965,496 | |||||
Accumulated other comprehensive loss (note 7) | (5,247,870) | |||||
Unallocated distributions on Preferred Stock | (5,875,941) | |||||
Unrealized appreciation on investments, option written and other | 455,872,640 | |||||
NET ASSETS APPLICABLE TO COMMON STOCK | $1,052,667,868 |
(see notes to unaudited financial statements)
Income | |||||||
Dividends (net of foreign withholding taxes of $528,319) | $12,421,458 | ||||||
Interest | 82,320 | ||||||
12,503,778 | |||||||
Expenses | |||||||
Investment research | $3,309,145 | ||||||
Administration and operations | 1,853,414 | ||||||
Office space and general | 871,232 | ||||||
Auditing and legal fees | 171,067 | ||||||
Transfer agent, custodian and registrar fees and expenses | 127,876 | ||||||
Directors’ fees and expenses | 117,730 | ||||||
State and local taxes | 87,232 | ||||||
Stockholders’ meeting and reports | 56,713 | 6,594,409 | |||||
NET INVESTMENT INCOME | 5,909,369 | ||||||
Net Realized Gain and Change in Unrealized Appreciation on Investments (notes 1, 3 and 4) | |||||||
Net realized gain on investments: | |||||||
Securities transactions | 76,694,744 | ||||||
Written option transactions (notes 1b and 4) | 626,414 | ||||||
77,321,158 | |||||||
Net decrease in unrealized appreciation | (73,367,690) | ||||||
NET GAIN ON INVESTMENTS | 3,953,468 | ||||||
DISTRIBUTIONS TO PREFERRED STOCKHOLDERS | (5,655,986) | ||||||
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $4,206,851 |
Six Months Ended | |||||||
June 30, 2016 | Year Ended | ||||||
Operations | (Unaudited) | December 31, 2015 | |||||
Net investment income | $5,909,369 | $13,728,242 | |||||
Net realized gain on investments | 77,321,158 | 34,130,660 | |||||
Net decrease in unrealized appreciation | (73,367,690) | (76,268,833) | |||||
9,862,837 | (28,409,931) | ||||||
Distributions to Preferred Stockholders: | |||||||
From net investment income | — | (3,344,407) | |||||
From net capital gains | — | (7,967,565) | |||||
Unallocated distributions | (5,655,986) | — | |||||
Decrease in net assets from Preferred distributions | (5,655,986) | (11,311,972) | |||||
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | 4,206,851 | (39,721,903) | |||||
OTHER COMPREHENSIVE INCOME | |||||||
Funded status of defined benefit plans (note 7) | — | 538,384 | |||||
Distributions to Common Stockholders | |||||||
From net investment income | (1,455,838) | (9,622,112) | |||||
From net capital gains | (1,371,032) | (22,923,266) | |||||
DECREASE IN NET ASSETS FROM COMMON DISTRIBUTIONS | (2,826,870) | (32,545,378) | |||||
Capital Share Transactions (Note 5) | |||||||
Value of Common Shares issued in payment of dividends and distributions | — | 13,532,276 | |||||
Cost of Common Shares purchased | (16,740,318) | (101,674,879 | |||||
DECREASE IN NET ASSETS - CAPITAL TRANSACTIONS | (16,740,318) | (88,142,603 | |||||
NET DECREASE IN NET ASSETS | (15,360,337) | (159,871,500 | |||||
Net Assets Applicable to Common Stock | |||||||
BEGINNING OF PERIOD | 1,068,028,205 | 1,227,899,705 | |||||
END OF PERIOD (including under/over distributed net investment income of | |||||||
$4,360,724 and ($92,807), respectively) | $1,052,667,868 | $1,068,028,205 |
(see notes to unaudited financial statements)
The following table shows per share operating performance data, total investment return, ratios and supplemental data for the six months
ended June 30, 2016 and for each year in the five-year period ended December 31, 2015. This information has been derived from information
contained in the financial statements and market price data for the Company’s shares.
Six Months | |||||||||||||
Ended | |||||||||||||
June 30, 2016 | Year Ended December 31, | ||||||||||||
(Unaudited) | 2015 | 2014 | 2013 | 2012 | 2011 | ||||||||
PER SHARE OPERATING PERFORMANCE | |||||||||||||
asset value, beginning of period | $37.74 | $39.77 | $41.07 | $32.68 | $29.78 | $31.26 | |||||||
Net investment income | .21 | .48 | .32 | .17 | .24 | .18 | |||||||
Net gain (loss) on securities, | |||||||||||||
realized and unrealized, and other | .29 | (.99) | 2.39 | 10.51 | 5.05 | (.68) | |||||||
Other comprehensive income (loss) | — | .02 | (.13) | .20 | — | (.10) | |||||||
.50 | (.49) | 2.58 | 10.88 | 5.29 | (.60) | ||||||||
Distributions on Preferred Stock: | |||||||||||||
Dividends from net investment income | — | (.12) | (.04) | (.04) | (.04) | (.11) | |||||||
Distributions from net capital gains | — | (.27) | (.34) | (.35) | (.35) | (.27) | |||||||
Unallocated | (.20) | — | — | — | — | — | |||||||
(.20) | (.39) | (.38) | (.39) | (.39) | (.38) | ||||||||
from investment operations | .30 | (.88) | 2.20 | 10.49 | 4.90 | (.98) | |||||||
Distributions on Common Stock: | |||||||||||||
Dividends from net investment income | (.05) | (.34) | (.32) | (.18) | (.21) | (.15) | |||||||
Distributions from net capital gains | (.05) | (.81) | (3.18) | (1.92) | (1.79) | (.35) | |||||||
(.10) | (1.15) | (3.50) | (2.10) | (2.00) | (.50) | ||||||||
asset value, end of period | $37.94 | $37.74 | $39.77 | $41.07 | $32.68 | $29.78 | |||||||
share market value, end of period | $30.82 | $31.94 | $35.00 | $35.20 | $27.82 | $24.91 | |||||||
TOTAL INVESTMENT RETURN - Stockholder | |||||||||||||
return, based on market price per share | (3.16%)* | (5.34%) | 9.32% | 34.24% | 19.77% | (5.29%) | |||||||
RATIOS AND SUPPLEMENTAL DATA | |||||||||||||
Net assets applicable to Common Stock, | |||||||||||||
end of period (000’s omitted) | $1,052,668 | $1,068,028 | $1,227,900 | $1,229,470 | $955,418 | $886,537 | |||||||
Ratio of expenses to average net assets | |||||||||||||
applicable to Common Stock | 1.27%** | 1.17% | 1.10% | 1.27% | 1.67% | 1.39% | |||||||
Ratio of net income to average net assets | |||||||||||||
applicable to Common Stock | 1.14%** | 1.17% | 0.78% | 0.47% | 0.74% | 0.56% | |||||||
Portfolio turnover rate | 5.78%* | 14.41% | 14.98% | 17.12% | 9.56% | 11.17% | |||||||
PREFERRED STOCK | |||||||||||||
Liquidation value, end of period (000’s omitted) | $190,117 | $190,117 | $190,117 | $190,117 | $190,117 | $190,117 | |||||||
Asset coverage | 654% | 662% | 746% | 747% | 603% | 566% | |||||||
Liquidation preference per share | $25.00 | $25.00 | $25.00 | 25.00 | $25.00 | $25.00 | |||||||
Market value per share | $26.97 | $26.75 | $26.01 | 25.30 | $25.54 | $25.47 |
*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, diversified management investment company. It is internally managed by |
its officers under the direction of the Board of Directors. |
The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles |
(“U.S. GAAP”) pursuant to the requirements for reporting; Accounting Standards Codification 946, Financial Services - Investment |
Companies (“ASC946”), and Regulation S-X. |
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that |
affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income, expenses |
and gains and losses during the reported period. Changes in the economic environment, financial markets, and any other parameters |
used in determining these estimates could cause actual results to differ, and these differences could be material. |
a. SECURITY VALUATION Equity securities traded on a national securities exchange are valued at the last reported sales price on the |
last business day of the period. Equity securities reported on the NASDAQ national market are valued at the official closing price on |
that day. Listed and NASDAQ equity securities for which no sales are reported on that day and other securities traded in the over- |
the-counter market are valued at the last bid price (asked price for options written) on the valuation date. Equity securities traded |
primarily in foreign markets are valued at the closing price of such securities on their respective exchanges or markets. Corporate |
debt securities, domestic and foreign, are generally traded in the over-the-counter market rather than on a securities exchange. The |
Company utilizes the latest bid prices provided by independent dealers and information with respect to transactions in such securities |
to determine current market value. If, after the close of foreign markets, conditions change significantly, the price of certain foreign |
securities may be adjusted to reflect fair value as of the time of the valuation of the portfolio. Investments in money market funds |
are valued at their net asset value. Special holdings (restricted securities) and other securities for which quotations are not readily |
available are valued at fair value determined in good faith pursuant to specific 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 specified circumstances. The risk associated with purchasing an option is that the Company pays a premium |
whether or not the option is exercised. Additionally, the Company bears the risk of loss of the premium and a change in market |
value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner |
as portfolio securities. Premiums received from writing options are reported as a liability on the Statement of Assets and Liabilities. |
Those that expire unexercised are treated by the Company on the expiration date as realized gains on written option transactions |
in the Statement of Operations. The difference between the premium received and the amount paid on effecting a closing purchase |
transaction, including brokerage commissions, is also treated as a realized gain, or, if the premium is less than the amount paid for the |
closing purchase transaction, as a realized loss on written option transactions in the Statement of Operations. If a written 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 written 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 reclassified to paid-in capital as they arise. |
f. FEDERAL INCOME TAXES The Company’s policy is to fulfill the requirements of the Internal Revenue Code applicable to 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 indemnifications. |
The Company’s maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses |
pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. |
2. FAIR VALUE MEASUREMENTS - Various data inputs are used in determining the value of the Company’s investments. These inputs are |
summarized in a hierarchy consisting of the three broad levels listed below: |
Level 1 - quoted prices in active markets for identical securities (including money market funds which are valued using amortized cost |
and which transact at net asset value, typically $1.00 per share), |
Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.), and |
Level 3 - significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments). |
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those |
securities. The following is a summary of the inputs used to value the Company’s net assets as of June 30, 2016: |
Assets | Level 1 | Level 2 | Level 3 | Total | |||||
Common stocks | $1,066,322,600 | — | — | $1,066,322,600 | |||||
Warrant | 322,213 | — | — | 322,213 | |||||
Money market fund | 179,413,039 | — | — | 179,413,039 | |||||
Total | $1,246,057,852 | — | — | $1,246,057,852 | |||||
Liabilities | |||||||||
Option Written | ($935,625) | — | — | ($935,625) |
Transfers of Level 3 securities, if any, are reported as of the actual date of reclassification. No such transfers occurred during the six |
months ended June 30, 2016. |
3. PURCHASES AND SALES OF SECURITIES - Purchases and sales of securities (other than short-term securities and options) for the six |
months ended June 30, 2016 amounted to $61,972,248 and $161,907,040, 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 for the six months ended June 30, 2016 were as follows: |
Covered Calls | Collateralized Puts | ||||||||
Contracts | Premiums | Contracts | Premiums | ||||||
Options outstanding, December 31, 2015 | 2,250 | $1,473,462 | 2,500 | $404,556 | |||||
Options written | 6,000 | 1,566,530 | 0 | 0 | |||||
Options terminated in closing purchase transaction | (4,500) | (1,672,355) | (1,500) | (247,869) | |||||
Options expired | (500) | (129,998) | 0 | 0 | |||||
Options assigned | (755) | (727,498) | (1,000) | (156,687) | |||||
Options outstanding, June 30, 2016 | 2,495 | $510,141 | 0 | $0 |
5. Capital Stock and Dividend Distributions - The authorized capital stock of the Company consists of 50,000,000 shares of |
Common Stock, $1.00 par value, and 10,000,000 shares of Preferred Stock, $1.00 par value. With respect to the Common Stock, |
27,746,519 shares were issued and outstanding; 8,000,000 Preferred Shares were originally issued and 7,604,687 were outstanding on |
June 30, 2016. |
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. This |
authorization has been reviewed annually thereafter. To date, 395,313 shares have been repurchased. |
The Company allocates distributions from net capital gains and other types of income proportionately among holders of shares of |
Common Stock and Preferred Stock. To the extent that dividends on the shares of Preferred Stock are not paid from net capital gains, |
they will be paid from investment company taxable income 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. 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 subclassification |
as a closed-end investment company or changes in its fundamental investment policies. |
The Company presents its Preferred Stock, for which its redemption is outside of the Company’s control, outside of the net assets |
applicable to Common Stock in the Statement of Assets and Liabilities. |
5. CAPITAL STOCK AND DIVIDEND DISTRIBUTIONS - (Continued from bottom of previous page.) |
Transactions in Common Stock during the six months ended June 30, 2016 and the year ended December 31, 2015 were as follows: |
Shares | Amount | |||||||
2016 | 2015 | 2016 | 2015 | |||||
Par value of shares issued in payment of dividends | ||||||||
and distributions (includes 439,217 shares issued from treasury) | — | 439,217 | — | $439,217 | ||||
— | 13,093,059 | |||||||
— | 13,532,276 | |||||||
Par value of shares purchased (at an average discount from | ||||||||
net asset value of 17.7% and 15.5%, respectively) | (550,178) | (3,014,364) | ($550,178) | (3,014,364) | ||||
Decrease in paid-in capital | (16,190,140) | (98,660,515) | ||||||
Total decrease | (16,740,318) | (101,674,879) | ||||||
Net decrease | (550,178) | (2,575,147) | ($16,740,318) | ($88,142,603) |
At June 30, 2016, the Company held in its treasury 4,234,353 shares of Common Stock with an aggregate cost in the amount of |
$141,791,271. |
The tax basis distributions during the year ended December 31, 2015 were as follows: ordinary distributions of $12,966,519 and net |
capital gains distributions of $30,890,831. As of December 31, 2015, distributable earnings on a tax basis included $1,442,060 from |
ordinary distributions, $5,268,234 from undistributed net capital gains and $529,240,330 from net unrealized appreciation on invest- |
ments if realized in future years. Reclassifications arising from permanent “book/tax” differences reflect non-tax deductible expenses |
and redesignation of dividends during the year ended December 31, 2015. As a result, additional paid-in capital was decreased |
by $3,081 and net investment income increased by $3,081. As of December 31, 2015 the Company had straddle loss deferrals of |
$252,864. Net assets were not affected by this reclassification . |
6. OFFICERS’ COMPENSATION - The aggregate compensation accrued and paid by the Company during the six months ended June 30, |
2016 to its officers (identified on back cover) amounted to $3,492,250. |
7. BENEFIT PLANS - The Company has funded (qualified) and unfunded (supplemental) noncontributory defined benefit pension plans |
that are available to its employees. The pension 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 six months ended June 30, 2016 were: |
Service cost | $278,800 | ||
Interest cost | 469,117 | ||
Expected return on plan assets | (679,841) | ||
Amortization of prior service cost | 8,902 | ||
Amortization of recognized net actuarial loss | 175,505 | ||
Net periodic benefit cost | $252,483 |
The Company recognizes the overfunded status of its defined benefit postretirement plan as an asset in the Statement of Assets and |
Liabilities and recognizes changes in funded status in the year in which the changes occur through other comprehensive income. |
The Company also has funded (qualified) and unfunded (supplemental) defined contribution thrift plans that are available to its employ- |
ees. The aggregate cost of such plans for the six months ended June 30, 2016 was $144,862. The qualified thrift plan acquired 14,400 |
shares and distributed 35,643 shares of the Company’s Common Stock during the six months ended June 30, 2016 and held 555,694 |
shares of the Company’s Common Stock at June 30, 2016. |
8. OPERATING LEASE COMMITMENT - In September 2007, the Company entered into an operating lease agreement for office space which |
expires in February 2018 and provided for aggregate rental payments of approximately $10,755,000, net of construction credits. The |
lease agreement contains clauses whereby the Company receives free rent for a specified number of months and credit towards construc- |
tion of office improvements, and incurs escalations annually relating to operating costs and real property taxes and to annual rent charges |
beginning in February 2013. The Company has the option to renew the lease after February 2018 for five years at market rates. Rental |
expense approximated $572,600 for the six months ended June 30, 2016. Minimum rental commitments under the operating lease are |
approximately $1,183,000 in 2016 and 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 made at such times, at such prices, in such amounts and in such manner as the Board of Directors |
may deem advisable. |
The policies and procedures used by the Company to determine how to vote proxies relating to portfolio securities and the Company’s |
proxy voting record for the twelve-month period ended June 30, 2016 are available: (1) without charge, upon request, by calling us at |
our toll-free telephone number (1-800-436-8401), (2) on the Company’s website at www.generalamericaninvestors.com and (3) on the |
Securities and Exchange Commission’s website at www.sec.gov. |
In addition to distributing financial statements as of the end of each quarter, General American Investors files a Quarterly Schedule |
of Portfolio Holdings (Form N-Q) with the Securities and Exchange Commission (“SEC”) as of the end of the first and third calendar |
quarters. The Company’s Forms N-Q are available at www.generalamericaninvestors.com and on the SEC’s website: www.sec.gov. |
Copies of Forms N-Q may also be obtained and reviewed at the SEC’s Public Reference Room in Washington, DC or through the |
Company by calling us at 1-800-436-8401. Information on the operation of the SEC’s Public Reference Room may be obtained by |
calling 1-800-SEC-0330. |
On April 15, 2016, the Company submitted a CEO annual certification to the New York Stock Exchange (“NYSE”) on which the |
Company’s principal executive officer certified that he was not aware, as of that date, of any violation by the Company of the NYSE’s |
Corporate Governance listing standards. In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and 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. |
ITEM 2. CODE OF ETHICS.
Not applicable to this semi-annual report.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable to this semi-annual report.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable to this semi-annual report.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable to this semi-annual report.
ITEM 6. SCHEDULE OF INVESTMENTS
The schedule of investments in securities of unaffiliated issuers is included as
part of the report to stockholders filed under Item 1 of this form.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable to this semi-annual report.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to this semi-annual report.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
(a) General American Investors Company, Inc. Common Stock (GAM)
Period |
(a) Total Number |
(b) Average Price |
(c) Total Number of Shares |
(d) Maximum Number (or Approximate | |
2013 |
of shares (or Units) |
Paid per Share |
(or Units) Purchased as Part |
Dollar Value) of Shares (or Units) | |
|
Purchased |
(or Unit) |
of Publicly Announced Plans |
that May Yet Be Purchased Under | |
|
|
|
or Programs |
|
the Plans or Programs |
01/01-01/31 |
27,991 |
28.5521 |
27,991 |
831,387 | |
02/01-02/28 |
74,849 |
28.1977 |
74,849 |
756,538 | |
03/01-03/31 |
118,435 |
30.6167 |
118,435 |
638,103 | |
04/01-04/30 |
93,785 |
31.3055 |
93,785 |
544,318 | |
05/01-05/31 |
76,320 |
30.7910 |
76,320 |
467,998 | |
06/01-06/30 |
158,798 |
30.9733 |
158,798 |
309,200 | |
|
|
|
|
| |
Total for year |
550,178 |
|
550,178 |
| |
|
|
|
|
|
Note- |
The Board of Directors has authorized the repurchase of the registrant’s common stock when |
|
the shares are trading at a discount from the underlying net asset value of at least 8%. |
|
This represents a continuation of the repurchase program which began in March 1995. |
|
As of the beginning of the period, January 1, 2016, there were 859,378 shares available for repurchase under the |
|
aforementioned extension of such authorization. As of the end of the period, June 30, 2016, |
|
there were 309,200 shares available for repurchase under this program. |
|
|
(b) General American Investors Company, Inc. Preferred Stock (GAMpB)
Period |
(a) Total Number |
(b) Average Price |
(c) Total Number of Shares |
(d) Maximum Number (or Approximate | |
2016 |
of shares (or Units) |
Paid per Share |
(or Units) Purchased as Part |
Dollar Value) of Shares (or Units) | |
|
Purchased |
(or Unit) |
of Publicly Announced Plans |
that May Yet Be Purchased Under | |
|
|
|
or Programs |
the Plans or Programs | |
01/01-01/31 |
- |
|
- |
604,687 | |
02/01-02/28 |
- |
|
- |
604,687 | |
03/01-03/31 |
- |
|
- |
604,687 | |
04/01-04/30 |
- |
|
- |
604,687 | |
05/01-05/31 |
- |
|
- |
604,687 | |
06/01-06/30 |
- |
|
- |
604,687 | |
|
|
|
|
| |
Total |
0 |
|
0 |
| |
|
|
|
|
|
Note- |
The Board of Directors has authorized the repurchase of the registrant's preferred stock |
|
when the shares are trading at a price not in excess of $25.00 per share. |
|
As of the beginning of the period, January 1, 2016, there were 604,687 shares available |
|
for repurchase under such authorization. As of the end of the period, June 30, 2016, |
|
there were 604,687 shares available for repurchase under this program. |
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which shareholders may
recommend nominees to the registrant's Board of Directors as set forth in the
registrant's Proxy Statement, dated February 19, 2015.
ITEM 11. CONTROLS AND PROCEDURES.
Conclusions of principal officers concerning controls and procedures
(a) As of June 30, 2016, an evaluation was performed under the supervision and with the participation of the officers of
General American Investors Company, Inc. (the "Registrant"), including the principal executive officer ("PEO") and
principal financial officer ("PFO"), to assess the effectiveness of the Registrant's disclosure controls and procedures. Based
on that evaluation, the Registrant's officers, including the PEO and PFO, concluded that, as of June 30, 2016, the
Registrant's disclosure controls and procedures were reasonably designed so as to ensure: (1) that information
required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported
within the time periods specified by the rules and forms of the Securities and Exchange Commission; and (2) that material
information relating to the Registrant is made known to the PEO and PFO as appropriate to allow timely decisions regarding
required disclosure.
(b) There have been no significant changes in the Registrant's internal control
over financial reporting (as defined in Rule 30a-3(d) under the Investment
Company Act of 1940 (17 CFR 270.30a-3(d)) that occurred during the Registrant's
last fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Registrant's internal control over financial reporting.
ITEM 12. EXHIBITS
(a)(1) The code of ethics disclosure required by Item 2 is not applicable to
this semi-annual report.
(a)(2) Certifications of the principal executive officer and the principal
financial officer pursuant to Rule 30a-2(a)under the Investment Company Act of
1940.
(a)(3) There were no written solicitations to purchase securities under Rule
23c-1 under the Investment Company Act of 1940 during the period covered by the
report.
(b) Certifications of the principal executive officer and the principal
financial officer, as required by Rule 30a-2(b) under the Investment Company Act
of 1940.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
General American Investors Company, Inc.
By: /s/Eugene S. Stark
Eugene S. Stark
Vice-President, Administration
Date: August 1, 2016
Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/Jeffrey W. Priest
Jeffrey W. Priest
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 1, 2016
By: /s/Eugene S. Stark
Eugene S. Stark
Vice-President, Administration
(Principal Financial Officer)
Date: August 1, 2016