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): December 31, 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: 1-212-785-0900 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 April 5, 2004, announcing its financial results for the year ended December 31, 2003. Item 12. Results of Operations and Financial Conditions. On April 5, 2004, Winmill & Co. Incorporated (the "Company") issued a press release announcing financial results for the year ended December 31, 2003. A copy of the April 5, 2004 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: April 5, 2004 /s/ Thomas B. Winmill --------------------- Thomas B. Winmill President EXHIBIT INDEX ------------- Exhibit Number Exhibit Description -------------- ------------------- 99.1 Press release dated April 5, 2004 Exhibit 99.1 Winmill & Co. Incorporated Announces Financial Results for the Year Ended December 31, 2003 New York - Winmill & Co. Incorporated (Nasdaq: WNMLA) today announced its financial results for the year ended December 31, 2003. 2003 2002 Revenues: Management, distribution and other fees $ 1,459,747 $ 1,469,731 Realized and unrealized gains from investments 1,211,157 161,794 Dividends, interest and other 29,649 179,243 ------------- ------------- 2,700,553 1,810,768 ------------- ------------- Expenses: General and administrative 725,016 772,827 Marketing 441,876 493,405 Expense reimbursements to the Funds 153,001 179,716 Professional fees 76,500 92,035 Depreciation and amortization 67,962 57,159 ------------- ------------- 1,464,355 1,595,142 ------------- ------------- Income before income taxes 1,236,198 215,626 Income taxes 505,582 78,300 ------------- ------------- Net Income $ 730,616 $ 137,326 ------------- ------------- Per Share Data: Basic Net income $ .46 $ .08 ------------- ------------- Diluted Net income $ .45 $ .08 ------------- ------------- Average Shares Outstanding: Basic 1,596,946 1,638,403 Diluted 1,631,344 1,649,129 Contact: William G. Vohrer Treasurer 1-212-785-0900 ext. 279 [email protected]