The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.
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Item 2.
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Identity and Background
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Item 2 is hereby amended to add the following:
In connection with the Agreement described and defined in Item 4, Robert H. Daniels, Gregory R. Dube, Neil Chelo and Lynn D. Schultz are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 6 to the Schedule 13D. In addition, in connection with the Termination Agreement described and defined in Item 6, Benchmark Plus Institutional Partners, L.L.C., Benchmark Plus Partners, L.L.C., Benchmark Plus Management, L.L.C., Scott Franzblau and Robert Ferguson are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 6 to the Schedule 13D. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer, to the extent required by applicable law.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 is hereby amended and restated to read as follows:
The aggregate purchase price of the 522,319 Shares beneficially owned by WILLC is approximately $7,691,530. The Shares beneficially owned by WILLC consist of 900 Shares that were acquired with WILLC’s working capital, 162,675 Shares that were acquired with WIHP’s working capital, 162,644 Shares that were acquired with WITRP’s working capital, 162,600 Shares that were acquired with WITRL’s working capital and 33,500 Shares that were acquired with WIAP’s working capital.
The aggregate purchase price of the 500 Shares directly owned by Mr. Lipson is approximately $7,095. The Shares directly owned by Mr. Lipson were acquired with personal funds.
The aggregate purchase price of the 212,897 Shares beneficially owned by BPM is approximately $3,158,098. The Shares beneficially owned by BPM consist of 60,997 Shares that were acquired with BPP’s working capital and 151,900 Shares that were acquired with BPIP’s working capital.
The aggregate purchase price of the 1,000 Shares beneficially owned by Mr. Daniels is approximately $11,839. The Shares beneficially owned by Mr. Daniels were acquired with personal funds.
The 100 Shares owned by Ms. Schultz were a gift from WILLC.
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Item 4.
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Purpose of Transaction
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Item 4 is hereby amended to add the following:
On October 4, 2010, the Reporting Persons and DWS Investment Management Americas Inc. (“DWS Investments”), the investment manager of the Issuer, entered into a Liquidity Program and Standstill Agreement (the “Agreement”). Pursuant to the terms of the Agreement, DWS Investments agreed to, among other things, recommend to the Boards of Directors and Boards of Trustees (collectively, the “Board”) of the Issuer and certain other closed-end management investment companies (the “DWS Closed-End Funds”) for which DWS Investments acts as investment manager or investment adviser, including DWS Global High Income Fund, Inc. (“LBF”) and DWS Dreman Value Income Edge Fund, Inc. (“DHG”), the following:
(a) The Board adopt, with respect to LBF and DHG a program of cash tender offers commencing on or before October 22, 2010 for up to 25% of their outstanding shares of common stock at a price equal to 99% of the net asset value (“NAV”) of the shares;
(b) The Board authorize and direct DHG to conduct open-market repurchases of its shares of common stock between December 1, 2010 and May 31, 2011 when its shares are trading at a discount to NAV in excess of 5%. The repurchases in a given calendar month shall be limited to 2% of the Issuer’s outstanding shares of common stock at the beginning of such calendar month. The Issuer shall disclose the number of shares repurchased each month and the accretive value of such repurchases to the Issuer’s per share NAV in a press release;
(c) The Board shall authorize changing DHG’s primary investment objective, with corresponding changes in investment strategy and policies, to reflect an increased emphasis on seeking high yield; and
(d) The Board shall approve a merger (the “DRP Merger”) of the Issuer into DWS RREEF Global Real Estate Securities Fund (the “RREEF Open-End Fund”) such that shareholders of the Issuer shall receive an amount of shares of the RREEF Open-End Fund equal in value to the NAV of such shareholder’s holdings of the Issuer, subject to a redemption fee of no greater than 0.5% for a period of no longer than six months after the consummation of the merger transaction.
The Issuer, DHG and LBF announced today their respective Boards’ approval of each of these matters.
Pursuant to the terms of the Agreement, the Reporting Persons agreed to, among other things, (a) withdraw all stockholder proposals and director nominees with regard to the DWS Closed-End Funds, (b) withdraw and not submit any requests or demands to exercise their rights of inspection prior to the upcoming 2010 or 2011 annual meetings, as the case may be, with respect to the DWS Closed-End Funds and (c) for so long as the Agreement remains in effect or until October 31, 2015, if earlier, (i) refrain from making any stockholder proposals concerning any DWS Closed End Fund, (ii) vote in accordance with the Board’s recommendations on nominees for election as Directors/Trustees of any DWS Closed-End Fund, (iii) vote in favor of the DRP Merger, (iv) refrain from directly or indirectly soliciting or encouraging others to vote against the Board’s recommendations on any matters affecting any DWS Closed-End Fund, (v) refrain from proposing any nominees for election to the Board, (vi) refrain from directly proposing or making any filing with respect to any form of business combination, restructuring, recapitalization, dissolution or similar transaction involving any DWS Closed-End Fund, (vii) refrain from granting a proxy with respect to shares of any DWS Closed-End Fund other than to officers of, or other persons named as proxies by, such DWS Closed-End Fund, (viii) refrain from executing any written consent with respect to any DWS Closed-End Fund shares other than as may be solicited by such DWS Closed-End Fund, (ix) refrain from joining or participating in a group concerning any DWS Closed-End Fund, (x) refrain from seeking the removal of any member of the Board and (xi) refrain from seeking control or influence over the management or policies of any DWS Closed End Fund.
The Reporting Persons believe that the actions recommended by DWS Investments would be in the best interests of all shareholders.
The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
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Item 5.
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Interest in Securities of the Issuer
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Item 5(a) is hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 5,955,698 Shares outstanding, which is the total number of Shares outstanding as of June 30, 2010, as reported in the Issuer’s Semiannual Report to Stockholders, filed with the Securities and Exchange Commission on September 3, 2010.
As of the close of business on October 1, 2010, WIHP, WITRP, WITRL and WIAP beneficially owned 162,675, 162,644, 162,600 and 33,500 Shares, respectively, constituting approximately 2.7%, 2.7%, 2.7% and less than 1%, respectively, of the Shares outstanding.
As the investment manager of WITRL, the general partner of each of WIHP and WITRP and the managing member of WIAP, WILLC may be deemed to beneficially own the 521,419 Shares owned in the aggregate by WIHP, WITRP, WITRL and WIAP, constituting approximately 8.8% of the Shares outstanding, in addition to the 900 Shares it holds directly.
As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 522,319 Shares beneficially owned by WILLC, constituting approximately 8.8% of the Shares outstanding, in addition to the 500 Shares he holds directly.
As of the close of business on October 1, 2010, BPIP and BPP beneficially owned 151,900 and 60,997 Shares, respectively, constituting approximately 2.6% and 1.0%, respectively, of the Shares outstanding.
As the managing member of each of BPP and BPIP, BPM may be deemed to beneficially own the 212,897 Shares owned in the aggregate by BPP and BPIP, constituting approximately 3.6% of the Shares outstanding.
As managing members of BPM, Messrs. Franzblau and Ferguson may each be deemed to beneficially own the 212,897 Shares beneficially owned by BPM, constituting approximately 3.6% of the Shares outstanding.
As of the close of business on October 1, 2010, Mr. Daniels directly owned 1,000 Shares.
As of the close of business on October 1, 2010, Ms. Schultz directly owned 100 Shares.
Item 5(c) is hereby amended to add the following:
(c) Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past 60 days. All of such transactions were effected in the open market.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
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Item 6 is hereby amended to add the following:
On October 4, 2010, WILLC and the Benchmark Entities executed a Termination Agreement in which the parties agreed that the oral agreement pursuant to which WILLC provides recommendations from time to time to BPIP and BPP with respect to purchases and sales of securities of the Issuer and that certain Joint Filing and Solicitation Agreement, dated February 26, 2010, by and among Western Investment and certain of its affiliates, to which BPIP and BPM were joined pursuant to that certain Joinder Agreement, dated May 10, 2010, and BPP was joined pursuant to that certain Joinder Agreement, dated May 18, 2010, shall each be terminated.
On October 4, WILLC, WIHP, WIAP, WITRP, WITRL and Mr. Lipson entered into a Joint Filing Agreement in which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
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Item 7.
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Material to be Filed as Exhibits
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Item 7 is hereby amended to add the following exhibits:
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99.1
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Liquidation Program and Standstill Agreement by and among by Deutsche Investment Management Americas Inc., Arthur D. Lipson, Western Investment LLC and Benchmark Plus Management, LLC dated October 4, 2010.
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99.2
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Joint Filing Agreement by and among Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Activism Partners LLC, Western Investment Total Return Fund Ltd., Western Investment Total Return Partners L.P. and Arthur D. Lipson dated October 4, 2010.
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Dated: October 4, 2010
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WESTERN INVESTMENT LLC
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By:
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Name:
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Arthur D. Lipson
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Title:
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Managing Member
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WESTERN INVESTMENT HEDGED PARTNERS L.P.
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By:
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Western Investment LLC
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General Partner
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By:
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Name:
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Arthur D. Lipson
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Title:
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Managing Member
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WESTERN INVESTMENT ACTIVISM PARTNERS LLC
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By:
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Western Investment LLC
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Managing Member
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By:
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Name:
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Arthur D. Lipson
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Title:
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Managing Member
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WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
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By:
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Western Investment LLC
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General Partner
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By:
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Name:
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Arthur D. Lipson
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Title:
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Managing Member
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WESTERN INVESTMENT TOTAL RETURN FUND LTD.
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By:
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Western Investment LLC
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Investment Manager
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By:
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Name:
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Arthur D. Lipson
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Title:
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Managing Member
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ARTHUR D. LIPSON
Individually and as Attorney-In-Fact for Robert H. Daniels, Gregory R. Dube, Neil Chelo and Lynn D. Schultz
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BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
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By:
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Benchmark Plus Management, L.L.C.
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Managing Member
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By:
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Name:
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Robert Ferguson
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Title:
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Managing Member
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By:
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Name:
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Scott Franzblau
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Title:
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Managing Member
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BENCHMARK PLUS PARTNERS, L.L.C.
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By:
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Benchmark Plus Management, L.L.C.
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Managing Member
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By:
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Name:
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Robert Ferguson
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Title:
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Managing Member
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By:
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Name:
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Scott Franzblau
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Title:
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Managing Member
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BENCHMARK PLUS MANAGEMENT, L.L.C.
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By:
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Name:
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Robert Ferguson
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Title:
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Managing Member
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By:
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Name:
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Scott Franzblau
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Title:
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Managing Member
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SCHEDULE A
Transactions in the Shares During the Past 60 Days
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Date of
Purchase
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Shares of Common Stock
Purchased
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Price Per
Share ($)
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WESTERN INVESTMENT ACTIVISM PARTNERS LLC
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8/10/2010
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3,200
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15.5654
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8/11/2010
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1,300
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15.2054
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8/12/2010
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4,500
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14.9285
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8/13/2010
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500
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14.8985
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