SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------------------- FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 30, 2003 WINMILL & CO. INCORPORATED ------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-9667 13-1897916 (State or Other Jurisdiction of (Commission File Number) (IRS Employer Incorporation) Identification No.) 11 Hanover Square New York, NY 10005 (Address of Principal Executive Offices) (ZIP Code) Registrant's telephone number, including area code: (212) 785-0900 Not Applicable ------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 7. Financial Statements and Exihibits. (c) Exhibits. Exhibit No. Description of Exhibit ========== ================================================= 99.1 Press Release, dated December 2, 2003 announcing its financial results for the second quarter and six months ended September 30, 2003. Item 12. Results of Operations and Financial Conditions. On December 2, 2003, Winmill & Co. Incorporated (the "Company") issued a press release announcing financial results for the third quarter and nine months ended September 30, 2003. A copy of the December 2, 2003 press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in this report on Form 8-K (including the exhibit) is being furnished pursuant to Item 12 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such a filing. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WINMILL & CO. INCORPORATED Date: December 2, 2003 /s/ Thomas B. Winmill --------------------- Thomas B. Winmill President EXHIBIT INDEX ------------- Exhibit Number Exhibit Description - -------------- ------------------- 99.1 Press release dated December 2, 2003 Exhibit 99.1 News Release December 2, 2003 Winmill & Co. Incorporated Announces Third Quarter and Nine Month Results New York - Winmill & Co. Incorporated (Nasdaq: WNMLA) today announced its financial results for the third quarter ended September 30, 2003 and for the nine months ended September 30, 2003. Quarter Ended September 30: 2003 2002 Revenues: Management, distribution and other fees $359,221 $357,762 Dividends, interest and other 39,093 58,219 Net unrealized appreciation (depreciation) of publicly held affiliates and unrealized and realized gains (losses) on proprietary trading 414,635 (411,281) --------- --------- Total $812,949 $4,700 ========= ========= Net Income (Loss) $237,653 $(272,608) Average Shares Basic 1,607,848 1,628,320 Diluted 1,710,287 1,628,320 Share Earnings Basic $0.15 $(0.17) Diluted $0.14 $(0.17) Nine Months Ended September 30: 2003 2002 Revenues: Management, distribution and other fees $1,029,741 $1,069,135 Dividends, interest and other 118,479 180,624 Net unrealized appreciation (depreciation) of publicly held affiliates and unrealized and realized gains (losses) on proprietary trading 1,063,266 (72,099) ---------- ---------- Total $2,211,486 $1,177,660 ========== ========== Net Income (Loss) $657,475 $(97,023) Average Shares Basic 1,608,251 1,655,017 Diluted 1,668,106 1,660,836 Share Earnings Basic $0.41 $(0.06) Diluted $0.39 $(0.06) Contact: William G. Vohrer Treasurer (212) 785-0900, ext. 279 wvohrer@winmillco.com