|
Item
1.
|
Security and
Issuer
.
|
This
statement relates to shares of the Common Stock, par value $0.01 per share (the
“Shares”), of Nuveen Florida Investment Quality Municipal Fund (the
“Issuer”). The address of the principal executive offices of the
Issuer is c/o Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois
60606.
|
Item
2.
|
Identity and
Background
.
|
(a) This
statement is filed by Western Investment LLC, a Delaware limited liability
company (“WILLC”), Western Investment Hedged Partners L.P., a Delaware limited
partnership (“WIHP”), Western Investment Total Return Partners L.P., a Delaware
limited partnership (“WITRP”), Western Investment Total Return Fund Ltd., a
Cayman Islands corporation (“WITRL”), Arthur D. Lipson (“Mr. Lipson,” and
together with WILLC, WIHP, WITRP and WITRL, the “Western Entities”), Benchmark
Plus Institutional Partners, L.L.C., a Delaware limited liability company
(“BPIP”), Benchmark Plus Partners, L.L.C., a Delaware limited liability company
(“BPP”), Benchmark Plus Management, L.L.C., a Delaware limited liability company
(“BPM”), Scott Franzblau (“Mr. Franzblau”) and Robert Ferguson (“Mr. Ferguson,”
and together with BPIP, BPP, BPM and Mr. Franzblau, the “Benchmark
Entities”). Each of the foregoing is referred to as a “Reporting
Person” and collectively as the “Reporting Persons.”
WILLC has
sole voting and investment power over WIHP’s, WITRP’s and WITRL’s security
holdings and Mr. Lipson, in his role as the managing member of WILLC, controls
WILLC’s voting and investment decisions. BPM is the managing member
of each of BPIP and BPP, and Messrs. Franzblau and Ferguson, in their roles as
managing members of BPM, have sole voting and investment control over BPIP’s and
BPP’s security holdings.
Each of
the Reporting Persons is party to that certain Joint Filing Agreement as further
described in Item 6. Accordingly, the Reporting Persons are hereby
filing a joint Schedule 13D.
(b) The
principal business address of each of WILLC, WIHP, WITRP, WITRL and Mr. Lipson
is 7050 S. Union Park Center, Suite 590, Midvale, Utah 84047. The
officers and directors of WITRL and their principal occupations and business
addresses are set forth on Schedule B and incorporated by reference in this Item
2.
The
principal business address of each of BPIP, BPP, BPM, Mr. Franzblau and Mr.
Ferguson is 820 A Street, Suite 700, Tacoma, Washington 98402.
(c) The
principal business of WILLC is acting as the investment manager of WITRL and the
general partner of each of WIHP and WITRP. The principal occupation
of Mr. Lipson is acting as managing member of WILLC. The principal
business of each of WIHP, WITRP and WITRL is acquiring, holding and disposing of
investments in various companies.
The
principal business of BPIP and BPP is acquiring, holding and disposing of
investments in various companies. The principal business of BPM is
acting as the managing member of BPIP and BPP. The principal
occupation of Mr. Ferguson is acting as a managing member of BPM. The
principal occupation of Mr. Franzblau is acting as a managing member of
BPM.
(d) No
Reporting Person, nor any person listed on Schedule B annexed hereto, has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) No
Reporting Person, nor any person listed on Schedule B annexed hereto, has,
during the last five years, been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
(f) Messrs.
Lipson, Franzblau and Ferguson are citizens of the United States of
America.
|
Item
3.
|
Source and Amount of
Funds or Other
Consideration
.
|
The
aggregate purchase price of the 749,713 Shares beneficially owned by WILLC is
approximately $8,708,488. The Shares beneficially owned by WILLC
consist of 400 Shares that were acquired with WILLC’s working capital, 259,587
Shares that were acquired with WIHP’s working capital, 185,229 Shares that were
acquired with WITRP’s working capital and 304,497 Shares that were acquired with
WITRL’s working capital.
The
aggregate purchase price of the Share directly owned by Mr. Lipson is
approximately $15.00.
The
aggregate purchase price of the 136,022 Shares beneficially owned by BPM is
approximately $1,557,717. The Shares beneficially owned by BPM
consist of 70,009 Shares that were acquired with BPIP’s working capital and
66,013 Shares that were acquired with BPP’s working capital.
|
Item
4.
|
Purpose of
Transaction
.
|
The
Reporting Persons purchased the Shares based on the Reporting Persons’ belief
that the Shares, when purchased, were significantly undervalued and represented
an attractive investment opportunity. Depending upon overall market
conditions, other investment opportunities available to the Reporting Persons,
and the availability of Shares at prices that would make the purchase of
additional Shares desirable, the Reporting Persons may endeavor to increase
their position in the Issuer through, among other things, the purchase of Shares
on the open market or in private transactions or otherwise, on such terms and at
such times as the Reporting Persons may deem advisable.
No
Reporting Person has any present plan or proposal which would relate to or
result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D except as set forth in this Schedule 13D or such as would occur
upon completion of any of the actions discussed above. The Reporting
Persons intend to review their investment in the Issuer on a continuing basis
and engage in discussions with management, the Board of the Issuer and other
stockholders of the Issuer concerning the business, operations and future plans
of the Issuer. The Reporting Persons are concerned by the persistent
discount to net asset value at which the Shares have been trading and believe
that the Issuer should take appropriate action to cause the discount to net
asset value to be eliminated or reduced. Depending on various factors
including, without limitation, the Issuer’s financial position and investment
strategy, the price levels and/or discount to net asset value of the Shares,
conditions in the securities markets and general economic and industry
conditions, the Reporting Persons may in the future take such actions with
respect to their investment in the Issuer as they deem appropriate including,
without limitation, seeking Board representation, commencing a tender offer,
making shareholder proposals concerning, among other things, changes to the
capitalization, ownership structure or operations of the Issuer or replacement
of the Issuer’s investment manager with an investment manager that is concerned
with the discount to net asset value at which the Shares have been trading and
that will take action to eliminate or reduce such discount, purchasing
additional Shares, opposing any transaction resulting in a change of control of
the Issuer’s investment manager unless the persistent and excessive discount to
net asset value at which the Issuer continues to trade is addressed, selling
some or all of their Shares, engaging in short selling of or any hedging or
similar transaction with respect to the Shares or changing their intention with
respect to any and all matters referred to in Item 4.
On June
17, 2009, WILLC filed a complaint (the “June 17 Complaint”) in the Circuit Court
of the 15th Judicial Circuit, in and for Palm Beach County, Florida (the
“Court”) against the Issuer, Nuveen Florida Quality Income Municipal Fund,
Nuveen Insured Florida Tax-Free Advantage Municipal Fund and Nuveen Insured
Florida Premium Income Municipal Fund (the “Florida Funds”). WILLC
filed the complaint because WILLC believed the adjournment of the Florida Funds’
Special Meeting of Shareholders called for May 15, 2009 (the “Special
Meetings”), none of which were completed on such dates after shareholders failed
to approve the proposed mergers of the Florida Funds at the Special Meetings,
followed by the continued solicitation of shareholders by the Florida Funds to
reverse the May 15, 2009 voting results of the Special Meetings was a blatant
attempt by the Florida Funds to change the outcome of the Special Meetings, a
gross manipulation of the Florida Funds’ corporate machinery and an
inappropriate use of shareholders’ money. In the June 17 Complaint
WILLC is seeking (i) a declaratory judgment from the Court that the voting
results from May 15, 2009 were legally binding and final and (ii) a temporary
and permanent injunction to prevent the Florida Funds from further attempting to
manipulate the voting results of the May 15, 2009 Special Meetings.
On July
23, 2009, WIHP filed a complaint (the “July 23 Complaint”) in the United States
District Court for the District of Massachusetts against the Trustees of the
Florida Funds. The complaint seeks damages arising from alleged
breaches of fiduciary duties by the Trustees of the Florida Funds in connection
with the proposed merger of the Florida Funds with and into other funds
sponsored by Nuveen Investments. A copy of the July 23 Complaint is
attached hereto as exhibit 99.1 and incorporated herein by
reference.
|
Item
5.
|
Interest in Securities
of the Issuer
.
|
(a) The
aggregate percentage of Shares reported owned by each person named herein is
based upon 16,325,802 Shares outstanding, which is the total number of Shares
outstanding as of April 30, 2009, as reported in the Issuer’s Certified
Shareholder Report of Registered Management Investment Companies on Form N-CSR,
filed with the Securities and Exchange Commission on July 8, 2009.
As of the
close of business on July 24, 2009, WIHP, WITRP and WITRL beneficially owned
259,587, 185,229 and 304,497 Shares, respectively, representing approximately
1.6%, 1.1% and 1.9%, respectively, of the Shares outstanding. As the
investment manager of WITRL and the general partner of each of WIHP and WITRP,
WILLC may be deemed to beneficially own the 749,313 Shares owned in the
aggregate by WIHP, WITRP and WITRL, constituting approximately 4.6% of the
Shares outstanding, in addition to the 400 Shares it holds
directly. As the managing member of WILLC, Mr. Lipson may be deemed
to beneficially own the 749,713 Shares beneficially owned by WILLC, constituting
approximately 4.6% of the Shares outstanding, in addition to the Share he holds
directly. As members of a group for the purposes of Rule 13d-5(b)(1)
of the Securities Exchange Act of 1934, as amended, the Western Entities may be
deemed to beneficially own the 136,022 Shares owned by the other Reporting
Persons. The Western Entities disclaim beneficial ownership of such
Shares.
As of the
close of business on July 24, 2009, BPIP and BPP beneficially owned 70,009 and
66,013 Shares, respectively, constituting less than 1% and less than 1%,
respectively, of the Shares outstanding. As the managing member of
each of BPIP and BPP, BPM may be deemed to beneficially own the 136,022 Shares
owned in the aggregate by BPIP and BPP, constituting less than 1% of the Shares
outstanding. As managing members of BPM, Messrs. Franzblau and
Ferguson may be deemed to beneficially own the 136,022 Shares beneficially owned
by BPM, constituting less than 1% of the Shares outstanding. As
members of a group for the purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended, the Benchmark Entities may be deemed to
beneficially own the 749,714 Shares owned by the other Reporting
Persons. The Benchmark Entities disclaim beneficial ownership of such
Shares.
(b) Each
of WILLC and Mr. Lipson is deemed to have sole voting and dispositive power over
the Shares reported as beneficially owned by the Western Entities by virtue of
their respective positions as described in Item 2.
Each of
BPM and Messrs. Franzblau and Ferguson is deemed to have sole voting and
dispositive power over the Shares reported as beneficially owned by the
Benchmark Entities by virtue of their respective positions as described in Item
2.
(c) Schedule
A annexed hereto lists all transactions in securities of the Issuer during the
past sixty days by the Reporting Persons. All of such transactions
were effected in the open market, unless otherwise noted.
(d) No
person other than the Reporting Persons is known to have the right to receive,
or the power to direct the receipt of dividends from, or proceeds from the sale
of, the Shares.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer
.
|
On July
27, 2009, WILLC, WIHP, WITRP, WITRL, Mr. Lipson, BPIP, BPP, BPM, Mr. Ferguson
and Mr. Franzblau entered into a Joint Filing Agreement (the “Joint
Filing Agreement”) in which the parties agreed to the joint filing on behalf of
each of them of statements on Schedule 13D with respect to the securities of the
Issuer to the extent required by applicable law. The Joint Filing Agreement is
attached as an exhibit hereto and is incorporated herein by
reference.
The
Reporting Persons may, from time to time, enter into and dispose of cash-settled
equity swap or other similar derivative transactions with one or more
counterparties that are based upon the value of the Shares, which transactions
may be significant in amount. The profit, loss and/or return on such additional
contracts may be wholly or partially dependent on the market value of the
Shares, the relative value of such shares in comparison to one or more other
financial instruments, indexes or securities, a basket or group of securities in
which such shares may be included, or a combination of any of the
foregoing. The Reporting Persons may also, from time to time, enter
into stock loan agreements with one or more counterparties in the ordinary
course of business pursuant to which the Reporting Persons may lend their Shares
subject to recall at their discretion.
Other
than as otherwise described herein, there are no contracts, arrangements,
understandings or relationships among the Reporting Persons, or between the
Reporting Persons and any other person, with respect to the securities of the
Issuer.
|
Item
7.
|
Material to be Filed
as Exhibits
.
|
|
|
99.1
|
Complaint,
dated July 23, 2009.
|
|
|
|
|
|
|
99.2
|
Joint
Filing Agreement by and among Western Investment LLC, Western Investment
Hedged Partners L.P., Western Investment Total Return Partners L.P.,
Western Investment Total Return Fund Ltd., Arthur D. Lipson, Benchmark
Plus Institutional Partners, L.L.C., Benchmark Plus Partners, L.L.C.,
Benchmark Plus Management, L.L.C., Robert Ferguson and Scott Franzblau,
dated July 27,
2009.
|
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.
|
Dated:
July 27, 2009
|
WESTERN
INVESTMENT LLC
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
|
Title:
|
Managing
Member
|
|
|
WESTERN
INVESTMENT HEDGED PARTNERS L.P.
|
|
|
|
|
|
|
By:
|
Western
Investment LLC
|
|
|
|
General
Partner
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
|
Title:
|
Managing
Member
|
|
|
WESTERN
INVESTMENT TOTAL RETURN PARTNERS L.P.
|
|
|
|
|
|
|
By:
|
Western
Investment LLC
|
|
|
|
General
Partner
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
|
Title:
|
Managing
Member
|
|
|
WESTERN
INVESTMENT TOTAL RETURN FUND LTD.
|
|
|
|
|
|
|
By:
|
Western
Investment LLC
|
|
|
|
Investment
Manager
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
|
Title:
|
Managing
Member
|
|
|
BENCHMARK
PLUS INSTITUTIONAL PARTNERS, L.L.C.
|
|
|
|
|
|
|
By:
|
Benchmark
Plus Management, L.L.C.
|
|
|
|
Managing
Member
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Robert
Ferguson
|
|
|
|
Title:
|
Managing
Member
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Scott
Franzblau
|
|
|
|
Title:
|
Managing
Member
|
|
|
BENCHMARK
PLUS PARTNERS, L.L.C.
|
|
|
|
|
|
|
By:
|
Benchmark
Plus Management, L.L.C.
|
|
|
|
Managing
Member
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Robert
Ferguson
|
|
|
|
Title:
|
Managing
Member
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Scott
Franzblau
|
|
|
|
Title:
|
Managing
Member
|
|
|
BENCHMARK
PLUS MANAGEMENT, L.L.C.
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Robert
Ferguson
|
|
|
|
Title:
|
Managing
Member
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Scott
Franzblau
|
|
|
|
Title:
|
Managing
Member
|
SCHEDULE
A
Transactions in the Shares
During the Past 60 Days
|
Date
of
Purchase / Sale
|
Shares
of Common Stock
Purchased / (Sold)
|
Price
Per
Share
($)
|
WESTERN INVESTMENT HEDGED
PARTNERS L.P.
|
05/29/09
|
800
|
|
11.6285
|
|
06/22/09
|
(4,047)
|
|
11.4472
|
|
06/23/09
|
(2,605)
|
|
11.4047
|
|
07/01/09
|
(2,010)
|
|
11.6321
|
|
07/08/09
|
(748)
|
|
11.6712
|
|
07/14/09
|
2,900
|
|
11.8400
|
|
07/14/09
|
(636)
|
|
11.7846
|
|
07/15/09
|
1,100
|
|
11.8285
|
|
07/16/09
|
12,000
|
|
11.8702
|
|
07/17/09
|
17,258
|
|
11.8900
|
|
07/20/09
|
15,000
|
|
11.8735
|
WESTERN INVESTMENT
LLC
None
WESTERN INVESTMENT TOTAL
RETURN PARTNERS L.P.
|
06/08/09
|
21,000
|
|
11.7032
|
|
06/09/09
|
19,000
|
|
11.6964
|
|
06/22/09
|
(2,873)
|
|
11.4472
|
|
06/23/09
|
(1,981)
|
|
11.4047
|
|
07/14/09
|
2,900
|
|
11.8400
|
|
07/14/09
|
(635)
|
|
11.7846
|
|
07/15/09
|
1,100
|
|
11.8285
|
|
07/16/09
|
12,000
|
|
11.8702
|
|
07/17/09
|
5,487
|
|
11.8900
|
|
07/22/09
|
1,240
*
|
|
11.9300
|
*
Shares
acquired in a transaction with Western Investment Activism Partners LLC, an
affiliate of Western Investment Total Return Partners
L.P.
WESTERN INVESTMENT TOTAL
RETURN FUND LTD.
|
06/02/09
|
200
|
|
11.6685
|
|
06/05/09
|
1,000
|
|
11.6585
|
|
06/22/09
|
(4,780)
|
|
11.4472
|
|
06/23/09
|
(3,314)
|
|
11.4047
|
|
06/24/09
|
(310)
|
|
11.5412
|
|
06/25/09
|
(100)
|
|
11.5212
|
|
06/26/09
|
(100)
|
|
11.5512
|
|
06/30/09
|
(1,200)
|
|
11.6204
|
|
07/01/09
|
(2,010)
|
|
11.6321
|
|
07/02/09
|
(200)
|
|
11.6212
|
|
07/08/09
|
(749)
|
|
11.6712
|
|
07/13/09
|
(1,379)
|
|
11.8912
|
|
07/14/09
|
2,900
|
|
11.8400
|
|
07/14/09
|
(635)
|
|
11.7846
|
|
07/15/09
|
1,100
|
|
11.8285
|
|
07/16/09
|
12,000
|
|
11.8702
|
|
07/17/09
|
7,955
|
|
11.8900
|
|
07/20/09
|
15,000
|
|
11.8735
|
|
07/24/09
|
(319)
|
|
12.0412
|
ARTHUR D.
LIPSON
None
BENCHMARK PLUS INSTITUTIONAL
PARTNERS, L.L.C.
None
BENCHMARK PLUS PARTNERS,
L.L.C.
None
BENCHMARK PLUS MANAGEMENT,
L.L.C.
None
SCOTT
FRANZBLAU
None
ROBERT
FERGUSON
None
SCHEDULE
B
Directors and Officers of
Western Investment Total Return Fund Ltd.
|
Name and Position
|
Principal Occupation
|
Principal Business
Address
|
|
|
|
|
|
Don
M. Seymour
Director
|
Businessperson
dms
Management Ltd.
|
dms
Management Ltd.
PO
Box 31910SMB
George
Town, Grand Cayman
Cayman
Islands
|
|
|
|
|
|
David
Bree
Director
|
Businessperson
dms
Management Ltd.
|
dms
Management Ltd.
PO
Box 31910SMB
George
Town, Grand Cayman
Cayman
Islands
|
|
|
|
|
|
J.D.
Clark & Co.
Secretary
|
Trust
Company
|
2225
Washington Blvd.
Ogden,
Utah 84401
|