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. 5)1
DWS RREEF World Real Estate & Tactical Strategies Fund, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
23339T209
(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)
July 7, 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. 23339T209
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 490,719 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 490,719 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 490,719 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | x | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2% | ||
14 | TYPE OF REPORTING PERSON OO |
2
CUSIP NO. 23339T209
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 491,219 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 491,219 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 491,219 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | x | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2% | ||
14 | TYPE OF REPORTING PERSON IN |
3
CUSIP NO. 23339T209
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 162,675 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 162,675 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 162,675 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | x | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7% | ||
14 | TYPE OF REPORTING PERSON PN |
4
CUSIP NO. 23339T209
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 162,644 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 162,644 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 162,644 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | x | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7% | ||
14 | TYPE OF REPORTING PERSON PN |
5
CUSIP NO. 23339T209
1 | NAME OF REPORTING PERSON WESTERN INVESTMENT TOTAL RETURN FUND LTD. | ||
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 CAYMAN ISLANDS | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 162,600 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 162,600 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 162,600 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | x | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7% | ||
14 | TYPE OF REPORTING PERSON CO |
6
CUSIP NO. 23339T209
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 1,900 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 1,900 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,900 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | x | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON OO |
7
CUSIP NO. 23339T209
1 | NAME OF REPORTING PERSON BENCHMARK PLUS PARTNERS, L.L.C. | ||
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 60,997 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 60,997 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 60,997 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | x | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% | ||
14 | TYPE OF REPORTING PERSON OO |
8
CUSIP NO. 23339T209
1 | NAME OF REPORTING PERSON BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C. | ||
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 151,900 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 151,900 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 151,900 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | x | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% | ||
14 | TYPE OF REPORTING PERSON OO |
9
CUSIP NO. 23339T209
1 | NAME OF REPORTING PERSON BENCHMARK PLUS MANAGEMENT, L.L.C. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
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 212,897 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 212,897 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 212,897 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | x | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6% | ||
14 | TYPE OF REPORTING PERSON OO |
10
CUSIP NO. 23339T209
1 | NAME OF REPORTING PERSON ROBERT FERGUSON | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
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 212,897 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 212,897 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 212,897 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | x | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6% | ||
14 | TYPE OF REPORTING PERSON IN |
11
CUSIP NO. 23339T209
1 | NAME OF REPORTING PERSON SCOTT FRANZBLAU | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
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 212,897 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 212,897 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 212,897 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | x | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6% | ||
14 | TYPE OF REPORTING PERSON IN |
12
CUSIP NO. 23339T209
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 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 1,000 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 1,000 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000** | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | x | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON IN |
**See Item 5.
13
CUSIP NO. 23339T209
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 | x | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON IN |
**See Item 5.
14
CUSIP NO. 23339T209
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 | x | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON IN |
**See Item 5.
15
CUSIP NO. 23339T209
1 | NAME OF REPORTING PERSON LYNN D. SCHULTZ | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
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 100 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 100 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100** | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | x | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON IN |
**See Item 5.
16
CUSIP NO. 23339T209
The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.
Item 2. | Identity and Background. |
Items 2(a), (b) and (c) are hereby amended to add the following:
(a) On July 8, 2010, Western Investment Activism Partners LLC, a Delaware limited liability company (“WIAP” and together with WILLC, WIHP, WITRL, WITRP and Arthur Lipson, the “Western Entities”), executed a Joinder Agreement to that certain Joint Filing and Solicitation Agreement entered into on February 26, 2010 (the “Joint Filing and Solicitation Agreement”) by the Reporting Persons, whereby WIAP agreed to be bound by the terms of the Amended and Restated Joint Filing Agreement. Accordingly, WIAP shall be deemed to be a Reporting Person following such date.
WILLC has sole voting and investment power over WIAP’s security holdings and Mr. Lipson, in his role as the managing member of WILLC, controls WILLC’s voting and investment decisions.
(b) The principal business address of WIAP is 7050 S. Union Park Center, Suite 590, Midvale, Utah 84047.
(c) The principal business of WIAP is acquiring, holding and disposing of investments in various companies. The principal business of WILLC includes acting as the managing member of WIAP.
Items 2(d) and (e) are hereby amended and restated to read as follows:
(d) No Reporting Person, nor any person listed on Schedule A annexed to the Schedule 13D (“Schedule A”) 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 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.
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 490,719 Shares beneficially owned by WILLC is approximately $7,235,834. The Shares beneficially owned by WILLC consist of 900 Shares that were acquired with WILLC’s working capital, 162,675 Shares that were acquired with WIHP’s working capital, 162,644 Shares that were acquired with WITRP’s working capital, 162,600 Shares that were acquired with WITRL’s working capital and 1,900 Shares that were acquired with WIAP’s working capital.
17
CUSIP NO. 23339T209
The aggregate purchase price of the 500 Shares directly owned by Mr. Lipson is approximately $7,095. The Shares directly owned by Mr. Lipson were acquired with personal funds.
The aggregate purchase price of the 212,897 Shares beneficially owned by BPM is approximately $3,158,098. The Shares beneficially owned by BPM consist of 60,997 Shares that were acquired with BPP’s working capital and 151,900 Shares that were acquired with BPIP’s working capital.
The aggregate purchase price of the 1,000 Shares beneficially owned by Mr. Daniels is approximately $11,839. The Shares beneficially owned by Mr. Daniels were acquired with personal funds.
The 100 Shares owned by Ms. Schultz were a gift from WILLC.
Item 5. | Interest in Securities of the Issuer. |
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 5,955,697.66 Shares outstanding, which is the total number of Shares outstanding as of May 21, 2010, as reported in the Issuer’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on June 7, 2010.
As of the close of business on July 8, 2010, WIHP, WITRP, WITRL and WIAP beneficially owned 162,675, 162,644, 162,600 and 1,900 Shares, respectively, constituting approximately 2.7%, 2.7%, 2.7% and less than 1%, respectively, of the Shares outstanding.
As the investment manager of WITRL, the general partner of each of WIHP and WITRP and the managing member of WIAP, WILLC may be deemed to beneficially own the 489,819 Shares owned in the aggregate by WIHP, WITRP, WITRL and WIAP, constituting approximately 8.2% 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 490,719 Shares beneficially owned by WILLC, constituting approximately 8.2% of the Shares outstanding, in addition to the 500 Shares 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 “Exchange Act”), the Western Entities may be deemed to beneficially own the 213,997 Shares owned by the other Reporting Persons. The Western Entities disclaim beneficial ownership of such Shares.
As of the close of business on July 8, 2010, BPIP and BPP beneficially owned 151,900 and 60,997 Shares, respectively, constituting approximately 2.6% and 1.0%, respectively, of the Shares outstanding.
As the managing member of each of BPP and BPIP, BPM may be deemed to beneficially own the 212,897 Shares owned in the aggregate by BPP and BPIP, constituting approximately 3.6% of the Shares outstanding.
As managing members of BPM, Messrs. Franzblau and Ferguson may each be deemed to beneficially own the 212,897 Shares beneficially owned by BPM, constituting approximately 3.6% of the Shares outstanding.
18
CUSIP NO. 23339T209
As members of a group for the purposes of Rule 13d-5(b)(1) of the Exchange Act, the Benchmark Entities may be deemed to beneficially own the 492,319 Shares owned by the other Reporting Persons. The Benchmark Entities disclaim beneficial ownership of such Shares.
Mr. Daniels directly owns 1,000 Shares. As a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Exchange Act, Mr. Daniels may be deemed to beneficially own the 704,216 Shares beneficially owned in the aggregate by the other Reporting Persons. Mr. Daniels disclaims beneficial ownership of such Shares.
Mr. Dube does not own directly any Shares. As a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Exchange Act, Mr. Dube may be deemed to beneficially own the 705,216 Shares beneficially owned in the aggregate by the other Reporting Persons. Mr. Dube disclaims beneficial ownership of such Shares.
Mr. Chelo does not own directly any Shares. As a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Exchange Act, Mr. Chelo may be deemed to beneficially own the 705,216 Shares beneficially owned in the aggregate by the other Reporting Persons. Mr. Chelo disclaims beneficial ownership of such Shares.
Ms. Schultz directly owns 100 Shares. As a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Exchange Act, Ms. Schultz may be deemed to beneficially own the 705,116 Shares beneficially owned in the aggregate by the other Reporting Persons. Ms. Schultz disclaims beneficial ownership of such Shares.
Item 5(c) is hereby amended to add the following:
(c) Schedule B annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 4 to the Schedule 13D. All of such transactions were effected in the open market.
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On July 8, 2010, WIAP and WILLC executed a Joinder Agreement to the Joint Filing and Solicitation Agreement, whereby WIAP agreed to be bound by the terms of the Joint Filing and Solicitation Agreement. Such Joinder Agreement is attached 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 | Joinder Agreement by and between Western Investment LLC and Western Investment Activism Partners LLC, dated July 8, 2010. |
19
CUSIP NO. 23339T209
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 8, 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 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 |
20
CUSIP NO. 23339T209
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 Individually and as Attorney-In-Fact for Robert H. Daniels, Gregory R. Dube, Neil Chelo and Lynn D. Schultz |
21
CUSIP NO. 23339T209
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C. | ||||
By: | Benchmark Plus Management, L.L.C. | |||
Managing Member | ||||
By: | /s/ Robert Ferguson | |||
Name: | Robert Ferguson | |||
Title: | Managing Member | |||
By: | /s/ Scott Franzblau | |||
Name: | Scott Franzblau | |||
Title: | Managing Member |
BENCHMARK PLUS PARTNERS, L.L.C. | |||
By: | Benchmark Plus Management, L.L.C. | ||
Managing Member | |||
By: | /s/ Robert Ferguson | ||
Name: | Robert Ferguson | ||
Title: | Managing Member | ||
By: | /s/ Scott Franzblau | ||
Name: | Scott Franzblau | ||
Title: | Managing Member |
BENCHMARK PLUS MANAGEMENT, L.L.C. | |||
By: | /s/ Robert Ferguson | ||
Name: | Robert Ferguson | ||
Title: | Managing Member | ||
By: | /s/ Scott Franzblau | ||
Name: | Scott Franzblau | ||
Title: | Managing Member |
/s/ Robert Ferguson | |
ROBERT FERGUSON |
/s/ Scott Franzblau | |
SCOTT FRANZBLAU |
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CUSIP NO. 23339T209
SCHEDULE B
Transactions in the Shares Since the Filing of Amendment No. 4 to the Schedule 13D
Date of Purchase | Shares of Common Stock Purchased | Price Per Share ($) |
BENCHMARK PLUS PARTNERS, L.L.C.
6/15/2010 | 3,700 | 14.3104 |
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
6/4/2010 | 100 | 14.0185 | |
6/14/2010 | 700 | 14.2728 | |
6/15/2010 | 5,500 | 14.3095 | |
6/24/2010 | 1,000 | 14.0365 | |
6/25/2010 | 10,700 | 14.0070 | |
6/28/2010 | 3,700 | 14.0234 | |
6/28/2010 | 200 | 14.0915 |
WESTERN INVESTMENT ACTIVISM PARTNERS LLC.
7/7/2010 | 500 | 13.7785 | |
7/8/2010 | 1,400 | 13.8885 |
7/7/2010 | 500 | 13.7785 |