The
following constitutes Amendment No. 3 to the Schedule 13D filed by the
undersigned (“Amendment No. 3”). This Amendment No. 3 amends the
Schedule 13D as specifically set forth.
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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 864,061 Shares beneficially owned by WILLC is
approximately $10,052,004. The Shares beneficially owned by WILLC
consist of 400 Shares that were acquired with WILLC’s working capital, 323,885
Shares that were acquired with WIHP’s working capital, 144,362 Shares that were
acquired with WITRP’s working capital and 395,414 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 117,603 Shares beneficially owned by BPM is
approximately $1,362,135. The Shares beneficially owned by BPM
consist of 67,385 Shares that were acquired with BPIP’s working capital and
50,218 Shares that were acquired with BPP’s working capital.
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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 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.
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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 14,111,195 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
323,885, 144,362 and 395,414 Shares, respectively, representing approximately
2.3%, 1.0% and 2.8%, 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 863,661 Shares owned in the
aggregate by WIHP, WITRP and WITRL, constituting approximately 6.1% 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 864,061 Shares beneficially owned by WILLC, constituting
approximately 6.1% 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 117,603 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 67,385 and
50,218 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 117,603 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 117,603 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 864,062 Shares owned by the other Reporting
Persons. The Benchmark Entities disclaim beneficial ownership of such
Shares.
Item 5(c)
is hereby amended to add the following:
(c) Schedule
A annexed hereto lists all transactions in securities of the Issuer since the
filing of the Amendment No. 2 to the Schedule 13D. All of such
transactions were effected in the open market.
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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
exhibit:
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99.1
Complaint,
dated July 23, 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.
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Dated:
July 27, 2009
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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 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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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
Since the Filing of Amendment No. 2 to the Schedule 13D
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Date
of
Sale
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Shares
of Common Stock
(Sold)
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Price
Per
Share
($)
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WESTERN INVESTMENT HEDGED
PARTNERS L.P.
WESTERN INVESTMENT
LLC
None
WESTERN INVESTMENT TOTAL
RETURN FUND LTD.
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06/23/09
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(2,800)
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11.7837
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06/24/09
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(500)
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11.9272
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06/25/09
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(1,200)
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11.9212
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06/26/09
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(2,850)
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11.9912
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06/30/09
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(2,550)
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12.0696
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07/01/09
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(5,624)
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12.0296
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07/02/09
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(1,760)
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11.9817
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07/06/09
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(700)
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12.0012
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07/07/09
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(5,115)
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12.0284
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07/08/09
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(1,883)
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12.0359
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07/14/09
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(500)
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12.0912
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07/21/09
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(1,300)
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12.3412
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07/24/09
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(399)
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12.3912
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WESTERN INVESTMENT TOTAL
RETURN PARTNERS L.P.
None
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