-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KKsFU7J1TjGsjYVJ9qYLHEa8XfTOUfCkvE71odaLkeSbAT1TB1ZKIfopP7EpStPs Egy2qmDcsirV4H/bC25RqQ== 0000948221-05-000033.txt : 20050301 0000948221-05-000033.hdr.sgml : 20050301 20050301111653 ACCESSION NUMBER: 0000948221-05-000033 CONFORMED SUBMISSION TYPE: N-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050301 DATE AS OF CHANGE: 20050301 EFFECTIVENESS DATE: 20050301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEELEY SMALL CAP VALUE FUND INC CENTRAL INDEX KEY: 0000906333 IRS NUMBER: 363872373 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: N-Q SEC ACT: 1940 Act SEC FILE NUMBER: 811-07760 FILM NUMBER: 05648523 BUSINESS ADDRESS: STREET 1: 401 SOUTH LASALLE ST STREET 2: STE 1201 CITY: CHICAGO STATE: IL ZIP: 60605 BUSINESS PHONE: 3127865000 MAIL ADDRESS: STREET 1: C/O UMB FUND SERVICES, INC. STREET 2: 803 WEST MICHIGAN STREET CITY: MILWAUKEE STATE: WI ZIP: 53233 N-Q 1 ke19265.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act File Number 811-07760 KEELEY Small Cap Value Fund, Inc. --------------------------------- (Exact name of registrant as specified in charter) 401 South LaSalle Street Suite 1201 Chicago, Illinois 60605 (Address of principal executive offices) (Zip code) Copy to: John L. Keeley, Jr. Stephen E. Goodman Keeley Asset Management Corp. Meltzer Purtill & Stelle LLC 401 South LaSalle Street 1515 East Woodfield Road Suite 1201 Schaumburg, Illinois 60173 Chicago, Illinois 60605 (Name and address of agents for service) Registrant's telephone number, including area code: (312)786-5000 ------------- Date of fiscal year end: September 30 ------------ Date of reporting period: December 31, 2004 ----------------- ITEM 1. SCHEDULE OF INVESTMENTS KEELEY SMALL CAP VALUE FUND, INC. SCHEDULE OF INVESTMENTS DECEMBER 31, 2004 (UNAUDITED) NUMBER OF SHARES VALUE - ----------- ----- COMMON STOCKS 98.27% AEROSPACE/DEFENSE 1.33% 42,000 Moog, Inc., Class B* $1,894,200 77,500 Teledyne Technologies, Inc.* 2,280,825 ------------ 4,175,025 ------------ AUTO PARTS AND EQUIPMENT 1.51% 130,000 Tenneco Automotive, Inc.* 2,241,200 165,000 Titan International, Inc. 2,491,500 ------------ 4,732,700 ------------ BANKS 1.26% 62,000 PrivateBancorp, Inc. 1,998,260 34,000 Wintrust Financial Corp. 1,936,640 ------------ 3,934,900 ------------ BUILDING MATERIALS 1.13% 57,000 Texas Industries, Inc. 3,555,660 ------------ COAL 1.72% 127,500 Foundation Coal Holdings, Inc.* 2,940,150 70,000 Massey Energy Co. 2,446,500 ------------ 5,386,650 ------------ COMMERCIAL SERVICES 1.96% 125,000 Adesa, Inc. 2,652,500 95,000 Interactive Data Corp.* 2,065,300 93,827 Standard Parking Corp.* 1,435,553 ------------ 6,153,353 ------------ COMPUTERS 0.52% 195,000 Tyler Technologies, Inc.* 1,630,200 ------------ DISTRIBUTION / WHOLESALE 0.90% 95,000 WESCO International, Inc.* 2,815,800 ------------ DIVERSIFIED FINANCIAL SERVICES 5.64% 48,000 CIT Group, Inc. 2,199,360 46,500 Jefferies Group, Inc. 1,873,020 280,000 LaBranche & Co., Inc.* 2,508,800 54,000 Piper Jaffray Companies, Inc.* 2,589,300 115,000 SWS Group, Inc. 2,520,800 335,000 Van der Moolen Holding N.V.* 2,542,650 75,000 Waddell & Reed Financial, Inc. 1,791,750 84,000 Westwood Holdings Group, Inc. 1,654,800 ------------ 17,680,480 ------------ KEELEY SMALL CAP VALUE FUND, INC. SCHEDULE OF INVESTMENTS DECEMBER 31, 2004 (UNAUDITED) NUMBER OF SHARES VALUE - ----------- ----- ELECTRIC 6.10% 102,000 Allegheny Energy, Inc.* $2,010,420 670,000 Aquila, Inc.* 2,472,300 680,000 Calpine Corp.* 2,679,200 155,000 CenterPoint Energy, Inc. 1,751,500 200,000 CMS Energy Corp.* 2,090,000 110,000 Duquesne Light Holdings, Inc. 2,073,500 81,000 Florida Public Utilities Co. 1,551,150 195,000 Reliant Energy, Inc.* 2,661,750 80,000 Westar Energy, Inc. 1,829,600 ------------ 19,119,420 ------------ ELECTRICAL COMPONENTS & EQUIPMENT 1.68% 55,000 Ametek, Inc. 1,961,850 212,500 General Cable Corp.* 2,943,125 20,000 Superior Essex, Inc.* 375,900 ------------ 5,280,875 ------------ ELECTRONICS 1.87% 148,000 Methode Electronics, Inc., Class A 1,901,800 69,000 Thomas & Betts Corp.* 2,121,750 57,000 Watts Water Technologies, Inc. 1,837,680 ------------ 5,861,230 ------------ ENERGY - ALTERNATE SOURCES 1.79% 310,000 Danielson Holdings Corp.* 2,619,500 205,000 KFX, Inc.* 2,976,600 ------------ 5,596,100 ------------ ENGINEERING AND CONSTRUCTION 1.82% 62,000 Chicago Bridge & Iron Co. N.V. 2,480,000 175,000 McDermott International, Inc.* 3,213,000 ------------ 5,693,000 ------------ ENTERTAINMENT 1.66% 127,500 Pinnacle Entertainment, Inc.* 2,521,950 119,000 Vail Resorts, Inc.* 2,667,980 ------------ 5,189,930 ------------ KEELEY SMALL CAP VALUE FUND, INC. SCHEDULE OF INVESTMENTS DECEMBER 31, 2004 (UNAUDITED) NUMBER OF SHARES VALUE - ----------- ----- FOOD 1.97% 180,000 Del Monte Foods Co.* $1,983,600 70,000 Flowers Foods, Inc. 2,210,600 47,000 Ralcorp Holdings, Inc.* 1,970,710 ------------ 6,164,910 ------------ FOREST PRODUCTS AND PAPER 2.25% 50,000 Deltic Timber Corp.* 2,122,500 127,500 Longview Fibre Co. 2,312,850 80,000 Neenah Paper, Inc. 2,608,000 ------------ 7,043,350 ------------ HAND/MACHINE TOOLS 0.91% 100,000 Regal-Beloit Corp. 2,860,000 ------------ HEALTHCARE - PRODUCTS 0.73% 65,000 Sybron Dental Specialties, Inc.* 2,299,700 ------------ HOLDINGS COMPANY-DIVERSIFIED 1.90% 35,000 Leucadia National Corp. 2,431,800 210,000 National Patent Development Corp.* 483,000 90,000 Walter Industries, Inc. 3,035,700 ------------ 5,950,500 ------------ HOME BUILDERS 3.38% 217,500 Champion Enterprises, Inc.* 2,570,850 182,500 Fleetwood Enterprises, Inc.* 2,456,450 100,000 Levitt Corp. 3,057,000 85,000 WCI Communities, Inc.* 2,499,000 ------------ 10,583,300 ------------ HOME FURNISHINGS 0.74% 92,500 Furniture Brands International, Inc. 2,317,125 ------------ HOUSEHOLD PRODUCTS 0.57% 100,000 Water Pik Technologies, Inc.* 1,773,000 ------------ INSURANCE 4.59% 142,000 Conseco, Inc.* 2,832,900 320,000 Crawford & Co. 2,400,000 50,000 Fidelity National Financial, Inc. 2,283,500 290,000 Meadowbrook Insurance Group, Inc.* 1,447,100 206,000 The Phoenix Companies, Inc. 2,575,000 35,000 Principal Financial Group, Inc. 1,432,900 31,000 Unitrin, Inc. 1,408,950 ------------ 14,380,350 ------------ KEELEY SMALL CAP VALUE FUND, INC. SCHEDULE OF INVESTMENTS DECEMBER 31, 2004 (UNAUDITED) NUMBER OF SHARES VALUE - ----------- ----- IRON/STEEL 3.36% 217,500 AK Steel Holding Corp.* $3,147,225 101,500 Allegheny Technologies, Inc. 2,199,505 145,000 Oregon Steel Mills, Inc.* 2,942,050 142,500 Ryerson Tull, Inc. 2,244,375 ------------ 10,533,155 ------------ LODGING 2.54% 70,000 Aztar Corp.* 2,444,400 70,000 Gaylord Entertainment Co.* 2,907,100 104,000 Marcus Corp. 2,614,560 ------------ 7,966,060 ------------ MACHINERY - CONSTRUCTION AND MINING 2.50% 75,000 Bucyrus International, Inc. 3,048,000 52,000 Joy Global, Inc. 2,258,360 53,000 Terex Corp.* 2,525,450 ------------ 7,831,810 ------------ MACHINERY - DIVERSIFIED 5.19% 85,000 Flowserve Corp.* 2,340,900 80,000 Gardner Denver, Inc.* 2,903,200 292,500 Global Power Equipment Group, Inc.* 2,878,200 88,000 Lindsay Manufacturing Co. 2,277,440 51,000 Manitowoc Co., Inc. 1,920,150 80,000 Sauer-Danfoss, Inc. 1,744,800 103,000 Wabtec Corp. 2,195,960 ------------ 16,260,650 ------------ MEDIA 2.25% 117,500 Gray Television, Inc. 1,821,250 46,500 Gray Television, Inc., Class A 657,975 105,000 Journal Register Co.* 2,029,650 39,000 Pulitzer, Inc. 2,529,150 ------------ 7,038,025 ------------ METAL FABRICATE/HARDWARE 2.85% 117,000 CIRCOR International, Inc. 2,709,720 50,000 Commercial Metals Co. 2,528,000 62,000 Timken Co. 1,613,240 160,000 Wolverine Tube, Inc.* 2,065,600 ------------ 8,916,560 ------------ MINING 1.55% 125,000 Brush Engineered Materials, Inc.* 2,312,500 105,000 Compass Minerals International, Inc. 2,544,150 ------------ 4,856,650 ------------ KEELEY SMALL CAP VALUE FUND, INC. SCHEDULE OF INVESTMENTS DECEMBER 31, 2004 (UNAUDITED) NUMBER OF SHARES VALUE - ----------- ----- MISCELLANEOUS MANUFACTURING 4.14% 57,000 The Brink's Co. $2,252,640 68,000 Crane Co. 1,961,120 90,000 EnPro Industries, Inc.* 2,661,300 195,000 GP Strategies Corp.* 1,452,750 92,000 Griffon Corp.* 2,484,000 250,000 Jacuzzi Brands, Inc.* 2,175,000 ------------ 12,986,810 ------------ OIL AND GAS 9.42% 114,000 Chesapeake Energy Corp. 1,881,000 57,000 Cimarex Energy Co.* 2,160,300 102,500 Comstock Resources, Inc.* 2,260,125 67,000 Encore Acquisition Co.* 2,338,970 160,000 Goodrich Petroleum Corp.* 2,593,600 160,000 Harvest Natural Resources, Inc.* 2,763,200 160,000 KCS Energy, Inc.* 2,364,800 165,000 Magnum Hunter Resources, Inc.* 2,128,500 90,000 Plains Exploration & Production Co.* 2,340,000 65,000 Quicksilver Resources, Inc.* 2,390,700 122,500 Range Resources Corp. 2,506,350 72,000 Remington Oil & Gas Corp.* 1,962,000 52,000 Spinnaker Exploration Co.* 1,823,640 ------------ 29,513,185 ------------ OIL AND GAS SERVICES 2.26% 66,000 FMC Technologies, Inc.* 2,125,200 175,000 Key Energy Services, Inc.* 2,065,000 125,000 Willbros Group, Inc.* 2,881,250 ------------ 7,071,450 ------------ PIPELINES 2.17% 235,000 El Paso Corp. 2,444,000 60,000 Western Gas Resources, Inc. 1,755,000 160,000 Williams Cos., Inc. 2,606,400 ------------ 6,805,400 ------------ REAL ESTATE 0.92% 45,000 The St. Joe Co. 2,889,000 ------------ RETAIL 4.89% 285,000 Blockbuster, Inc. 2,718,900 110,000 Dillard's, Inc. 2,955,700 58,000 IHOP Corp. 2,429,620 140,000 ShopKo Stores, Inc.* 2,615,200 115,000 The Steak n Shake Co.* 2,309,200 125,000 Triarc Companies, Inc. 1,625,000 54,000 Triarc Companies, Inc., Class B 662,040 ------------ 15,315,660 ------------ KEELEY SMALL CAP VALUE FUND, INC. SCHEDULE OF INVESTMENTS DECEMBER 31, 2004 (UNAUDITED) NUMBER OF SHARES VALUE - ----------- ----- SAVINGS AND LOANS 2.62% 116,500 BankAtlantic Bancorp, Inc. $2,318,350 85,000 Citizens First Bancorp, Inc. 2,055,300 125,000 NewAlliance Bancshares, Inc. 1,912,500 77,000 TierOne Corp. 1,913,450 ------------ 8,199,600 ------------ SOFTWARE 0.78% 115,000 MoneyGram International, Inc. 2,431,100 ------------ TRANSPORTATION 1.93% 140,000 Kansas City Southern* 2,482,200 110,000 Laidlaw International, Inc.* 2,354,000 91,000 Providence and Worcester Railroad Co. 1,227,590 ------------ 6,063,790 ------------ TRUCKING AND LEASING 0.97% 66,000 AMERCO* 3,034,680 ------------ TOTAL COMMON STOCKS (cost $222,074,758) 307,891,143 ------------ PRINCIPAL AMOUNT - ------------ SHORT-TERM INVESTMENTS 2.26% $1,218,000 American Family Demand Note, 2.00% 1,218,000 5,863,800 US Bank Demand Note, 2.17% 5,863,800 ------------ TOTAL SHORT-TERM INVESTMENTS (cost $7,081,800) 7,081,800 ------------ TOTAL INVESTMENTS 100.53% (cost $229,156,558) 314,972,943 Liabilities less Other Assets (0.53)% (1,661,352) ------------ NET ASSETS 100.00% $313,311,591 ============ * Non-income producing. Percentages are based on net assets. See notes to the schedule of investments. KEELEY SMALL CAP VALUE FUND, INC. NOTES TO THE SCHEDULE OF INVESTMENTS DECEMBER 31, 2004 (UNAUDITED) 1. ORGANIZATION The KEELEY Small Cap Value Fund, Inc. (the "Fund") was incorporated on May 17, 1993 as a Maryland corporation and is registered as a diversified open-end investment company under the Investment Company Act of 1940 (the "1940 Act"). 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The presentation of financial statements in conformity with 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 revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions. a) Investment Valuation - Securities which are traded on a recognized stock exchange are valued at the last sale price each day on the securities exchange on which such securities are primarily traded or at the last sale price on a national securities exchange. Exchange-traded securities for which there were no transactions are valued at the current bid prices. Securities traded on only over-the-counter markets are valued on the basis of last sale price, or closing over-the-counter bid prices when there is no last sale price available. Debt securities (other than short-term obligations) are valued by a service that used electronic data processing methods, avoiding exclusive reliance on exchange or over-the-counter prices. Debt securities purchased within 60 days of their stated maturity date are valued at amortized cost, which approximates fair value. Securities for which quotations are not readily available are valued at fair value as determined in good faith by the Board of Directors. For each investment that is fair valued, the Board of Directors considers, to the extent applicable, various factors including, but not limited to, the financial condition of the company, comparable companies in the public market, the nature and duration of the cause for a quotation not being readily available and other relevant factors. b) Other - Investment transactions are recorded on the trade date. 3. FEDERAL INCOME TAX INFORMATION At December 31, 2004, gross unrealized appreciation and depreciation of investments, based on cost for federal income tax purposes were as follows: Cost of Investments $229,266,024 ============ Gross Unrealized Appreciation $ 86,844,077 Gross Unrealized Depreciation (1,137,088) ------------ Net Unrealized Appreciation on Investments $ 85,706,919 ============ The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions. ITEM 2. CONTROLS AND PROCEDURES (a) The registrant's certifying officers have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the "Act")) are effective in design and operation and are sufficient to form the basis of the certifications required by Rule 30a-3(b) under the Act, based on their evaluation of these disclosure controls and procedures within 90 days of the filing date of this report on Form N-Q. (b) There were no significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. ITEM 3. EXHIBITS Certification for each principal executive and principal financial officer of the registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2(a)) - Filed as an attachment to this filing. 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. Keeley Small Cap Value Fund, Inc. By: /s/ John L. Keeley Jr. ---------------------- John L. Keeley, Jr. President Date: February 23, 2005 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/ John L. Keeley Jr. ---------------------- John L. Keeley, Jr. President Date: February 23, 2005 By: /s/ Emily Viehweg ----------------- Emily Viehweg Treasurer Date: February 23, 2005 EX-99.CERT 2 cert99.txt I, John L. Keeley, Jr., certify that: 1. I have reviewed this report on Form N-Q of Keeley Small Cap Value Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 23, 2005 By: /s/ John L. Keeley, Jr. ----------------------- John L. Keeley, Jr. President I, Emily Viehweg, certify that: 1. I have reviewed this report on Form N-Q of Keeley Small Cap Value Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 23, 2005 By: /s/ Emily Viehweg ----------------- Emily Viehweg Treasurer -----END PRIVACY-ENHANCED MESSAGE-----