UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: _____
Gladstone Capital Corp.
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Name of Issuer
Common Stock
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Title of Class of Securities
376535100
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CUSIP Number
December 31, 2003
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act(however, see the Notes).
CUSIP Number: 376535100
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Fairholme Capital Management, L.L.C.
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power: 233,927
6. Shared Voting Power: 0
7. Sole Dispositive Power: 675,354
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 675,354
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9) 6.7%
12. Type of Reporting Person
IA
CUSIP Number: 376535100
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Bruce R. Berkowitz
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization: New Jersey
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power: 233,927
6. Shared Voting Power: 0
7. Sole Dispositive Power: 675,354
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 675,354
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9) 6.7%
12. Type of Reporting Person
IN
CUSIP Number: 376535100
Item 1(a) Name of Issuer: Gladstone Capital Corp.
(b) Address of Issuer's Principal Executive Offices:
1616 Anderson Road, Suite 208
McLean, VA 22102
Item 2(a) - (b). Name and Principal Business Address of Persons Filing:
Fairholme Capital Management, L.L.C. ("FCM")
51 JFK Parkway
Short Hills, New Jersey 07078
Bruce R. Berkowitz
Fairholme Capital Management, L.L.C.
51 JFK Parkway
Short Hills, New Jersey 07078
Item 2(c). Citizenship:
FCM is a limited liability company organized under the laws of
Delaware and Mr. Berkowitz is a resident of New Jersey
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 376535100
Item 3. If this statement is filed pursuant to Rule 13d-1(b)(1) or 13d-2(b)
or (c) check whether the person filing is:
(a) / / Broker or dealer registered under Section 15 of the Act,
(b) / / Bank as defined in Section 3(a)(6) of the Act,
(c) / / Insurance Company as defined in Section 3(a)(19) of the Act,
(d) / / Investment Company registered under Section 8 of the Investment
Company Act,
(e) /X/ Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),
(f) / / An employee benefit plan or endowment fund in accordance
withss.240.13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance
withss.240.13d-1(b)(1)(ii)(G);
(h) / / A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) / / A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) / / Group, in accordance withss.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount Beneficially Owned: 675,354 shares of common stock are
owned, in the aggregate, by various investment vehicles and
individual accounts, of which 441,427 are owned by investment
CUSIP Number: 376535100
advisory clients of FCM. While the advisory relationship causes
attribution to FCM of certain indicia of beneficial ownership for
the limited purpose of this Form 13G, FCM hereby disclaims such
beneficial ownership of 441,427 of these shares for purposes of
interpretations under the Internal Revenue Code of 1986, as
amended, or for any other purpose.
Because Mr. Berkowitz has voting and dispositive power over all
shares beneficially owned by FCM, he is deemed to have beneficial
ownership of all such shares so reported herein.
(b) Percent of Class: 6.7%
(c) Number of shares as to which each of the reporting persons has:
(i) Sole power to vote or to direct the vote: 233,927
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(ii) Shared power to vote or to direct the vote: 0.
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(iii) Sole power to dispose or to direct the disposition of:675,354.
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(iv) Shared power to dispose or to direct the disposition of: 0.
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Instruction. For computations regarding securities which
represent a right to acquire an underlying security
seess.240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The investment vehicles and advisory clients reported herein as actual
owners of the shares have the right to receive dividends from, and the
proceeds of sale from, the shares of common stock to which this
Schedule 13G relates.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported by the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of the Group.
N/A
Item 10. Certification for Rule 13d-1(b): By signing below I certify that, to
the best of my knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 3, 2004
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Date
FAIRHOLME CAPITAL MANAGEMENT, L.L.C.
/s/Bruce R. Berkowitz
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Bruce R. Berkowitz, Managing Member
Name/Title
February 3, 2004
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Date
/s/Bruce R. Berkowitz
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Bruce R. Berkowitz