Page 20 of 24 – SEC Filing The following constitutes Amendment No. 4 (“Amendment No. 4”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein. Item 2. Identity and Background.
Item 2 is hereby amended to add the following information: In connection with the Agreement, as defined and described in Item 4 below, Bulldog Investors, LLC; Full Value Partners, L.P.; Andrew Dakos; Phillip Goldstein; Steven Samuels; Crescendo Partners II, L.P., Series M2; Crescendo Investments II, LLC; Crescendo Partners III, L.P.; Crescendo Investments III, LLC; Crescendo Advisors II, LLC; Jamarant Capital, L.P.; Jamarant Investors, LLC; Jamarant Advisors, LLC; Eric Rosenfeld; Gregory R. Monahan; David Sgro; Paul Evans; and Charles Gillman are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately upon the filing of this Amendment No. 4. Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following: On September 16, 2016, Bulldog Investors, LLC (“Bulldog”) entered into a Settlement Agreement and Mutual Release (the “Agreement”) with the Issuer. The following description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. The terms of the Agreement provided, among other things, the following material terms: (i) the board of directors of the Issuer (the “Board”) shall be ten members, consisting of Steven R. Curts, Craig L. Martin, Paul Evans, Charles Gillman, David Sgro, David L. Richter, Raouf S. Ghali, Alan S. Fellheimer, Brian W. Clymer, and Camille S. Andrews; (ii) Messrs. Evans, Gillman, and Sgro will be deemed to have been elected by the stockholders on August 11, 2016, approved by the Board, and qualified to serve in the 2019 director class; (iii) the Board shall endeavor to reduce its size to seven members over time; (iv) for three years from the date of the Agreement, the Chairman of the Board shall be elected by both a majority vote of the Board and a majority vote of the independent directors and the initial Chairman elected by the Board after executing this Agreement shall not be the Chief Executive Officer; (v) for three years from the date of the Agreement, the composition of the committees of the Board, including the appointment of committee chairs, shall be approved by a majority vote of the Board and a majority vote of the independent directors; (vi) Bulldog agreed to withdraw its stockholder proposals made in connection with the Issuer’s 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”), and the Issuer and the Board will review Sections 2.2 and 3.3 of the Issuer’s Bylaws in order to simplify their language; (vii) for 24 months from the date of the Agreement, the Issuer shall not make any acquisition of a business or of operating assets in excess of $5,000,000 without obtaining the approval of eight out of ten directors, or if the Board has been reduced to fewer than ten directors, the approval of all but one of the directors. Also, the Issuer may not make such business acquisitions even if less than $5,000,000 unless such transaction has been presented to the Board first for approval by a majority of the directors; (viii) Bulldog was required to file with the Chancery Court of the State of Delaware (the “Court”) a Stipulation and Proposed Order (the “Order”), as described below, within one business day after the Agreement was fully executed; (ix) within three business days of the Order being entered by the Court, the Issuer shall pay to Bulldog $240,000 representing the reasonable proxy expenses of the participants in the Bulldog proxy solicitation for the Issuer’s 2016 Annual Meeting; (x) an ad hoc committee of the Board consisting of Curts, Martin, Evans, Gillman and Sgro, shall consider whether the Issuer should pay the reasonable proxy expenses of the participants in the Bulldog proxy solicitation for the Issuer’s 2015 Annual Meeting of Stockholders, which Bulldog represented to be $70,000; and (xi) within three business days of the Order being entered by the Court, the Issuer shall pay $800,000 to Bulldog’s counsel representing reasonable attorneys’ fees and expenses.
The following constitutes Amendment No. 4 (“Amendment No. 4”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2 is hereby amended to add the following information:
In connection with the Agreement, as defined and described in Item 4 below, Bulldog Investors, LLC; Full Value Partners, L.P.; Andrew Dakos; Phillip Goldstein; Steven Samuels; Crescendo Partners II, L.P., Series M2; Crescendo Investments II, LLC; Crescendo Partners III, L.P.; Crescendo Investments III, LLC; Crescendo Advisors II, LLC; Jamarant Capital, L.P.; Jamarant Investors, LLC; Jamarant Advisors, LLC; Eric Rosenfeld; Gregory R. Monahan; David Sgro; Paul Evans; and Charles Gillman are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately upon the filing of this Amendment No. 4.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On September 16, 2016, Bulldog Investors, LLC (“Bulldog”) entered into a Settlement Agreement and Mutual Release (the “Agreement”) with the Issuer. The following description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The terms of the Agreement provided, among other things, the following material terms: (i) the board of directors of the Issuer (the “Board”) shall be ten members, consisting of Steven R. Curts, Craig L. Martin, Paul Evans, Charles Gillman, David Sgro, David L. Richter, Raouf S. Ghali, Alan S. Fellheimer, Brian W. Clymer, and Camille S. Andrews; (ii) Messrs. Evans, Gillman, and Sgro will be deemed to have been elected by the stockholders on August 11, 2016, approved by the Board, and qualified to serve in the 2019 director class; (iii) the Board shall endeavor to reduce its size to seven members over time; (iv) for three years from the date of the Agreement, the Chairman of the Board shall be elected by both a majority vote of the Board and a majority vote of the independent directors and the initial Chairman elected by the Board after executing this Agreement shall not be the Chief Executive Officer; (v) for three years from the date of the Agreement, the composition of the committees of the Board, including the appointment of committee chairs, shall be approved by a majority vote of the Board and a majority vote of the independent directors; (vi) Bulldog agreed to withdraw its stockholder proposals made in connection with the Issuer’s 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”), and the Issuer and the Board will review Sections 2.2 and 3.3 of the Issuer’s Bylaws in order to simplify their language; (vii) for 24 months from the date of the Agreement, the Issuer shall not make any acquisition of a business or of operating assets in excess of $5,000,000 without obtaining the approval of eight out of ten directors, or if the Board has been reduced to fewer than ten directors, the approval of all but one of the directors. Also, the Issuer may not make such business acquisitions even if less than $5,000,000 unless such transaction has been presented to the Board first for approval by a majority of the directors; (viii) Bulldog was required to file with the Chancery Court of the State of Delaware (the “Court”) a Stipulation and Proposed Order (the “Order”), as described below, within one business day after the Agreement was fully executed; (ix) within three business days of the Order being entered by the Court, the Issuer shall pay to Bulldog $240,000 representing the reasonable proxy expenses of the participants in the Bulldog proxy solicitation for the Issuer’s 2016 Annual Meeting; (x) an ad hoc committee of the Board consisting of Curts, Martin, Evans, Gillman and Sgro, shall consider whether the Issuer should pay the reasonable proxy expenses of the participants in the Bulldog proxy solicitation for the Issuer’s 2015 Annual Meeting of Stockholders, which Bulldog represented to be $70,000; and (xi) within three business days of the Order being entered by the Court, the Issuer shall pay $800,000 to Bulldog’s counsel representing reasonable attorneys’ fees and expenses.
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