Washington, D.C. 20549
| 1 | NAME OF REPORTING PERSON WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
| 8 | SHARED VOTING POWER |
| 9 | SOLE DISPOSITIVE POWER |
| 10 | SHARED DISPOSITIVE POWER |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 14 | TYPE OF REPORTING PERSON |
| 1 | NAME OF REPORTING PERSON WESTERN INVESTMENT TOTAL RETURN FUND LTD. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
| 8 | SHARED VOTING POWER |
| 9 | SOLE DISPOSITIVE POWER |
| 10 | SHARED DISPOSITIVE POWER |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 14 | TYPE OF REPORTING PERSON |
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
| Item 1. | Security and Issuer. |
This statement relates to the Common Shares, par value $0.01 per Common Share (the “Shares”), of Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund (the “Issuer”). The address of the principal executive offices of the Issuer is 120 East Liberty Drive, Suite 400, Wheaton, IL 60187.
| 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 Activism Partners LLC, a Delaware limited liability company (“WIAP”), Western Investment Total Return Partners L.P., a Delaware limited partnership (“WITRP”), Western Investment Total Return Fund Ltd., a Cayman Islands corporation (“WITRL”) and Arthur D. Lipson. 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, WIAP’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.
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, WIAP, WITRP and Mr. Lipson is 7050 S. Union Park Center, Suite 590, Midvale, Utah 84047. The principal business address of WITRL is c/o dms Management, P.O. Box 31910, dms House, 20 Genesis Close, Grand Cayman KY1-1208, Cayman Islands. The officers and directors of WITRL and their principal occupations and business addresses are set forth on Schedule A and incorporated by reference in this Item 2.
(c) The principal business of WILLC is acting as the investment manager of WITRL, the managing member of WIAP 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, WIAP and WITRL is acquiring, holding and disposing of investments in various companies.
(d) No Reporting Person, nor any person listed on Schedule A 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 A 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) Mr. Lipson is a citizen of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The aggregate purchase price of the 454,163 Shares beneficially owned by WILLC is approximately $6,385,415. The Shares beneficially owned by WILLC consist of 1,000 Shares that were acquired with WILLC’s working capital, 171,117 Shares that were acquired with WIHP’s working capital, 29,217 Shares that were acquired with WIAP’s working capital, 83,749 Shares that were acquired with WITRP’s working capital and 169,080 Shares that were acquired with WITRL’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 herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and engage in discussions with management, the Board of Trustees of the Issuer (the “Board”) and other shareholders of the Issuer concerning the business, operations and future plans of the Issuer. The Reporting Persons are concerned by, among other things, 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 ass et value to be eliminated or reduced to a nominal amount. The Reporting Persons are also concerned with the Issuer’s general record of poor corporate governance and its classified board structure in particular. The Reporting Persons believe that the Board’s failure to institute best practice corporate governance measures is indicative of a board that places management’s interests over those of its shareholders.
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, making proposals concerning, among other things, changes to the management, the Board, capitalization, ownership structure or operations of the Issuer, purchasing additional 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.
| Item 5. | Interest in Securities of the Issuer. |
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 9,077,963 Shares outstanding, which is the total number of Shares outstanding as of September 30, 2010, as reported in the Issuer’s Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on October 19, 2010.
As of the date hereof, WIHP, WIAP, WITRP and WITRL beneficially owned 171,117, 29,217, 83,749 and 169,080 Shares, respectively, constituting approximately 1.9%, less than 1%, less than 1% and 1.9%, respectively, of the Shares outstanding.
As the general partner of each of WIHP and WITRP, the managing member of WIAP and the investment manager of WITRL, WILLC may be deemed to beneficially own the 453,163 Shares owned in the aggregate by WIHP, WIAP, WITRP and WITRL, constituting approximately 5.0% of the Shares outstanding, in addition to the 1,000 Shares it holds directly.
As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 454,163 Shares beneficially owned by WILLC, constituting approximately 5.0% of the Shares outstanding.
(b) Each of WILLC and Mr. Lipson is deemed to have sole voting and dispositive power over the Shares reported as beneficially owned by WIHP, WIAP, WITRP and WITRL by virtue of their respective positions as described in Item 2.
(c) Schedule B 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.
(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.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On February 4, 2011, the Reporting Persons 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 swaps 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 Share s 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 | Joint Filing Agreement by and among Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Activism Partners LLC, Western Investment Total Return Partners L.P., Western Investment Total Return Fund Ltd. and Arthur D. Lipson, dated February 4, 2011. |
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: February 4, 2011 | WESTERN INVESTMENT LLC |
| | | |
| | By: | /s/ Arthur D. Lipson |
| | | Name: | Arthur D. Lipson |
| | | Title: | Managing Member |
| | WESTERN INVESTMENT HEDGED PARTNERS L.P. |
| | | |
| | By: | Western Investment LLC |
| | | General Partner |
| | | |
| | By: | /s/ Arthur D. Lipson |
| | | Name: | Arthur D. Lipson |
| | | Title: | Managing Member |
| | WESTERN INVESTMENT ACTIVISM PARTNERS LLC |
| | | |
| | By: | Western Investment LLC |
| | | Managing Member |
| | | |
| | By: | /s/ Arthur D. Lipson |
| | | Name: | Arthur D. Lipson |
| | | Title: | Managing Member |
| | WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P. |
| | | |
| | By: | Western Investment LLC |
| | | General Partner |
| | | |
| | By: | /s/ Arthur D. Lipson |
| | | Name: | Arthur D. Lipson |
| | | Title: | Managing Member |
| | WESTERN INVESTMENT TOTAL RETURN FUND LTD. |
| | | |
| | By: | Western Investment LLC |
| | | Investment Manager |
| | | |
| | By: | /s/ Arthur D. Lipson |
| | | Name: | Arthur D. Lipson |
| | | Title: | Managing Member |
| | /s/ Arthur D. Lipson |
| | ARTHUR D. LIPSON |
SCHEDULE A
Directors and Officers of Western Investment Total Return Fund Ltd.
| Name and Position | Principal Occupation | Principal Business Address | Citizenship |
| | | | |
Don M. Seymour Director | Businessperson dms Management Ltd. | dms Management P.O. Box 31910 dms House, 20 Genesis Close, Grand Cayman KY1-1208, Cayman Islands | Cayman Islands |
| | | | |
David Bree Director | Businessperson dms Management Ltd. | dms Management P.O. Box 31910 dms House, 20 Genesis Close, Grand Cayman KY1-1208, Cayman Islands | Cayman Islands |
| | | | |
J.D. Clark & Co. Secretary | Trust Company | 2225 Washington Blvd. Ogden, Utah 84401 | United States |
SCHEDULE B
Transactions in the Shares During the Past 60 Days
Date of Purchase | Shares of Common Stock Purchased | Price Per Share ($) |
WESTERN INVESTMENT HEDGED PARTNERS L.P. |
| 12/08/10 | 5,600 | | 14.0849 |
| 12/09/10 | 900 | | 14.1058 |
| 12/10/10 | 200 | | 14.1185 |
| 12/10/10 | 800 | | 14.1446 |
| 12/13/10 | 3,300 | | 14.2869 |
| 12/14/10 | 3,400 | | 14.2874 |
| 12/14/10 | 200 | | 14.2585 |
| 12/15/10 | 5,000 | | 14.2478 |
| 12/15/10 | 1,200 | | 14.2621 |
| 12/17/10 | 1,200 | | 14.2085 |
| 12/20/10 | 700 | | 14.1852 |
| 12/20/10 | 300 | | 14.1678 |
| 12/21/10 | 1,000 | | 14.2364 |
| 12/22/10 | 300 | | 14.2885 |
| 12/22/10 | 4,300 | | 14.3085 |
| 12/23/10 | 120 | | 14.3085 |
| 12/23/10 | 3,700 | | 14.3446 |
| 12/27/10 | 12,500 | | 14.3251 |
| 12/28/10 | 1,000 | | 14.3085 |
| 12/29/10 | 1,000 | | 14.4075 |
| 01/03/11 | 183 | | 14.4798 |
| 01/04/11 | 1,600 | | 14.4785 |
| 01/05/11 | 600 | | 14.4432 |
| 01/06/11 | 2,200 | | 14.4085 |
| 01/10/11 | 600 | | 14.2994 |
| 01/11/11 | 2,300 | | 14.2925 |
Date of Purchase | Shares of Common Stock Purchased | Price Per Share ($) |
| 01/12/11 | 4,000 | | 14.4506 |
| 01/13/11 | 1,000 | | 14.5143 |
| 01/14/11 | 4,800 | | 14.5811 |
| 01/18/11 | 1,700 | | 14.5885 |
| 01/18/11 | 500 | | 14.6625 |
| 01/19/11 | 1,200 | | 14.7185 |
| 01/19/11 | 1,200 | | 14.6767 |
| 01/20/11 | 8,400 | | 14.7052 |
| 01/24/11 | 1,600 | | 15.0100 |
| 01/24/11 | 4,600 | | 14.9905 |
| 01/25/11 | 1,800 | | 14.9906 |
| 01/26/11 | 1,900 | | 15.0271 |
| 01/26/11 | 1,800 | | 14.9953 |
| 01/27/11 | 500 | | 15.1092 |
| 01/27/11 | 200 | | 15.1250 |
| 01/31/11 | 600 | | 15.0151 |
| 01/31/11 | 2,100 | | 15.0084 |
| 02/01/11 | 100 | | 15.0385 |
| 02/01/11 | 3,900 | | 15.2015 |
| 02/02/11 | 3,700 | | 15.1639 |
| 02/03/11 | 500 | | 15.1014 |
| 02/04/11 | 1,200 | | 15.1679 |
WESTERN INVESTMENT ACTIVISM PARTNERS LLC |
| 12/30/10 | 2,525 | | 14.4478 |
| 12/31/10 | 26,692 | | 14.4733 |
WESTERN INVESTMENT TOTAL RETURN FUND LTD. |
| 12/08/10 | 5,600 | | 14.0849 |
| 12/09/10 | 900 | | 14.1058 |
| 12/10/10 | 200 | | 14.1185 |
| 12/10/10 | 800 | | 14.1446 |
Date of Purchase | Shares of Common Stock Purchased | Price Per Share ($) |
| 12/13/10 | 3,300 | | 14.2869 |
| 12/14/10 | 3,400 | | 14.2874 |
| 12/14/10 | 200 | | 14.2585 |
| 12/15/10 | 5,099 | | 14.2478 |
| 12/15/10 | 1,100 | | 14.2621 |
| 12/17/10 | 1,100 | | 14.2085 |
| 12/20/10 | 650 | | 14.1858 |
| 12/20/10 | 400 | | 14.1678 |
| 12/21/10 | 900 | | 14.2370 |
| 12/22/10 | 300 | | 14.2885 |
| 12/22/10 | 4,400 | | 14.3084 |
| 12/23/10 | 3,714 | | 14.3445 |
| 12/27/10 | 12,532 | | 14.3251 |
| 12/28/10 | 1,100 | | 14.3085 |
| 12/29/10 | 901 | | 14.4080 |
| 01/04/11 | 1,500 | | 14.4785 |
| 01/05/11 | 673 | | 14.4432 |
| 01/06/11 | 2,200 | | 14.4085 |
| 01/10/11 | 500 | | 14.2994 |
| 01/11/11 | 2,375 | | 14.2925 |
| 01/12/11 | 4,073 | | 14.4506 |
| 01/13/11 | 900 | | 14.5149 |
| 01/14/11 | 4,815 | | 14.5811 |
| 01/18/11 | 1,636 | | 14.5885 |
| 01/18/11 | 600 | | 14.6608 |
| 01/19/11 | 1,100 | | 14.7185 |
| 01/19/11 | 1,200 | | 14.6767 |
| 01/20/11 | 8,398 | | 14.7052 |
| 01/24/11 | 1,700 | | 15.0100 |
| 01/24/11 | 4,593 | | 14.9905 |
Date of Purchase | Shares of Common Stock Purchased | Price Per Share ($) |
| 01/25/11 | 1,700 | | 14.9906 |
| 01/26/11 | 1,800 | | 15.0271 |
| 01/26/11 | 1,900 | | 14.9951 |
| 01/27/11 | 565 | | 15.1092 |
| 01/27/11 | 201 | | 15.1249 |
| 01/31/11 | 600 | | 15.0151 |
| 01/31/11 | 2,005 | | 15.0085 |
| 02/01/11 | 3,928 | | 15.2015 |
| 02/02/11 | 3,679 | | 15.1639 |
| 02/03/11 | 450 | | 15.1014 |
| 02/04/11 | 1,200 | | 15.1679 |
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P. |
| 12/08/10 | 5,535 | | 14.0849 |
| 12/09/10 | 908 | | 14.1057 |
| 12/10/10 | 200 | | 14.1185 |
| 12/10/10 | 800 | | 14.1446 |
| 12/13/10 | 3,400 | | 14.2869 |
| 12/14/10 | 3,510 | | 14.2873 |
| 12/14/10 | 200 | | 14.2585 |
| 02/04/11 | 1,200 | | 15.1679 |
