UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 1)1
DWS Global High Income Fund, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
23338W104
(CUSIP Number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
Authorized to Receive Notices and Communications)
May 26, 2010
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 23338W104
| 1 | NAME OF REPORTING PERSON WESTERN INVESTMENT LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS OO, WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 651,163 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 651,163 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 651,163 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
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CUSIP NO. 23338W104
| 1 | NAME OF REPORTING PERSON ARTHUR D. LIPSON | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS OO, PF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 651,165 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 651,165 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 651,165 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
3
CUSIP NO. 23338W104
| 1 | NAME OF REPORTING PERSON WESTERN INVESTMENT HEDGED PARTNERS L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 288,873 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 288,873 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 288,873 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
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CUSIP NO. 23338W104
| 1 | NAME OF REPORTING PERSON WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 284,714 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 284,714 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 284,714 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
5
CUSIP NO. 23338W104
| 1 | NAME OF REPORTING PERSON WESTERN INVESTMENT ACTIVISM PARTNERS LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 76,676 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 76,676 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 76,676 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
6
CUSIP NO. 23338W104
| 1 | NAME OF REPORTING PERSON ROBERT H. DANIELS | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (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 USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -** | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
**See Item 5.
7
CUSIP NO. 23338W104
| 1 | NAME OF REPORTING PERSON GREGORY R. DUBE | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (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 USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - ** | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
**See Item 5.
8
CUSIP NO. 23338W104
| 1 | NAME OF REPORTING PERSON NEIL CHELO | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (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 USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - ** | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
**See Item 5.
9
CUSIP NO. 23338W104
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2 is hereby amended and restated to read as follows:
(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 Activism Partners LLC, a Delaware limited liability company (“WIAP”), Arthur D. Lipson (“Mr. Lipson”, and together with WILLC, WIHP, WITRP and WIAP, the “Western Entities”), Robert H. Daniels, Gregory R. Dube and Neil Chelo. Each of the foregoing is referred to as a R 20;Reporting Person” and collectively as the “Reporting Persons.”
WILLC has sole voting and investment power over WIHP’s, WITRP’s and WIAP’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 Amended and Restated Joint Filing and Solicitation 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, WIAP and Mr. Lipson is 7050 S. Union Park Center, Suite 590, Midvale, Utah 84047.
The principal business address of Mr. Daniels is 1685 Eighth Avenue, San Francisco, California 94122.
The principal business address of Mr. Dube is 873 East Saddle River Road, Ho-Ho-Kus, New Jersey 07423.
The principal business address of Mr. Chelo is c/o Benchmark Plus Management, L.L.C., 820 A Street, Suite 700, Tacoma, Washington 98402.
(c) The principal business of WILLC is acting as 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 and WIAP is acquiring, holding and disposing of investments in various companies.
The principal occupation of Mr. Daniels is Emeritus Professor of Accounting at San Francisco State University and attorney.
The principal occupation of Mr. Dube is serving as Chairman of Roseheart Associates.
The principal occupation of Mr. Chelo is serving as Director of Research of Benchmark Plus Management, L.L.C.
10
CUSIP NO. 23338W104
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person 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, Daniels, Dube and Chelo are citizens of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The aggregate purchase price of the 651,163 Shares beneficially owned by WILLC is approximately $4,821,497. The Shares beneficially owned by WILLC consist of 900 Shares that were acquired with WILLC’s working capital, 288,873 Shares that were acquired with WIHP’s working capital, 284,714 Shares that were acquired with WITRP’s working capital and 76,676 Shares that were acquired with WIAP’s working capital.
The aggregate purchase price of the 2 Shares directly owned by Mr. Lipson is approximately $12. The Shares directly owned by Mr. Lipson were acquired with personal funds.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 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 9,952,619 Shares outstanding, which is the total number of Shares outstanding as of October 31, 2009, as reported in the Issuer’s Annual Report to Stockholders on Form N-CSR, filed with the Securities and Exchange Commission on January 7, 2010.
As of the close of business on May 27, 2010, WIHP, WITRP and WIAP beneficially owned 288,873, 284,714 and 76,676 Shares, respectively, constituting approximately 2.9%, 2.9% and less than 1%, respectively, of the Shares outstanding.
As the managing member of WIAP and the general partner of each of WIHP and WITRP, WILLC may be deemed to beneficially own the 650,263 Shares owned in the aggregate by WIHP, WITRP and WIAP, constituting approximately 6.5% 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 651,163 Shares beneficially owned by WILLC, constituting approximately 6.5% of the Shares outstanding, in addition to the 2 Shares he holds directly.
None of Messrs. Chelo, Daniels or Dube directly owns any Shares. As members of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, each of Messrs. Chelo, Daniels and Dube may be deemed to beneficially own the 651,165 Shares beneficially owned in the aggregate by the other Reporting Persons. Each of Messrs. Chelo, Daniels and Dube disclaims beneficial ownership of such Shares.
11
CUSIP NO. 23338W104
(b) Each of WILLC and Mr. Lipson is deemed to have sole voting and dispositive power over the Shares reported as beneficially owned by WILLC by virtue of their respective positions as described in Item 2. Mr. Lipson has sole voting and dispositive power over the Shares he owns directly.
(c) Schedule A annexed hereto lists all transactions in securities of the Issuer since the filing of the Schedule 13D 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. |
Item 6 is hereby amended to add the following:
On June 1, 2010, WILLC, WIHP, WITRP, WIAP and Messrs. Lipson, Daniels, Dube and Chelo entered into an Amended and Restated Joint Filing and Solicitation Agreement (the “Joint Filing and Solicitation Agreement”) in which, among other things, (a) the parties agreed to the joint filing and solicitation on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required under applicable securities laws and (b) the parties agreed to form the group for the purpose of soliciting proxies or written consents for the election of the persons nominated by WILLC to the Issuer’s Board at the 2010 Annual Meeting and for soliciting stockholder support for the Proposals and for the purpose of taking all other actions incidental to the foregoing (the “Solicitatio n”). The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
| 99.1 | Amended and Restated Joint Filing and Solicitation Agreement by and among Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Total Return Partners L.P., Western Investment Activism Partners LLC, Arthur D. Lipson, Robert H. Daniels, Gregory R. Dube and Neil Chelo dated June 1, 2010. |
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CUSIP NO. 23338W104
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: June 1, 2010 | 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 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 ACTIVISM PARTNERS LLC | |||
| By: | Western Investment LLC | ||
| Managing Member | |||
| By: | /s/ Arthur D. Lipson | ||
| Name: | Arthur D. Lipson | ||
| Title: | Managing Member | ||
/s/ Arthur D. Lipson | |
ARTHUR D. LIPSON Individually and as Attorney-In-Fact for Robert H. Daniels, Gregory R. Dube and Neil Chelo |
13
CUSIP NO. 23338W104
EXHIBIT A
Transactions in the Shares Since the Filing of the Schedule 13D
Date of Purchase | Shares of Common Stock Purchased | Price Per Share ($) |
Western Investment Hedged Partners, L.P.
| 5/19/2010 | 9,400 | 7.2585 |
Western Investment Total Return Partners L.P.
| 5/19/2010 | 18,936 | 7.2585 |
Western Investment Activism Partners LLC
| 5/20/2010 | 6,727 | 7.0994 | |
| 5/21/2010 | 4,100 | 7.1520 | |
| 5/24/2010 | 5,169 | 7.2257 | |
| 5/25/2010 | 46,077 | 7.0407 | |
| 5/26/2010 | 11,800 | 7.0994 | |
| 5/27/2010 | 2,803 | 7.1779 |