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. 6)1
DWS High Income Opportunities Fund, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
23339M204
(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)
November 18, 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. 23339M204
1 | NAME OF REPORTING PERSON WESTERN INVESTMENT LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 2,063,755 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 2,063,755 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,063,755 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5% | ||
14 | TYPE OF REPORTING PERSON OO |
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CUSIP NO. 23339M204
1 | NAME OF REPORTING PERSON ARTHUR D. LIPSON | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 2,063,755 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 2,063,755 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,063,755 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5% | ||
14 | TYPE OF REPORTING PERSON IN |
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CUSIP NO. 23339M204
1 | NAME OF REPORTING PERSON WESTERN INVESTMENT HEDGED 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 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 718,595 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 718,595 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 718,595 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.96% | ||
14 | TYPE OF REPORTING PERSON PN |
4
CUSIP NO. 23339M204
1 | NAME OF REPORTING PERSON WESTERN INVESTMENT ACTIVISM PARTNERS LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 273,700 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 273,700 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 273,700 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1% | ||
14 | TYPE OF REPORTING PERSON OO |
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CUSIP NO. 23339M204
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 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 715,822 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 715,822 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 715,822 | ||
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 |
6
CUSIP NO. 23339M204
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 CAYMAN ISLANDS | ||
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 CO |
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CUSIP NO. 23339M204
1 | NAME OF REPORTING PERSON WESTERN INVESTMENT INSTITUTIONAL PARTNERS LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 355,238 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 355,238 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 355,238 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% | ||
14 | TYPE OF REPORTING PERSON OO |
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CUSIP NO. 23339M204
The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.
Item 1. | Security and Issuer. |
Item 1 is hereby amended and restated to read as follows:
This statement relates to shares of the Common Stock, par value $0.01 per share (the “Shares”), of DWS High Income Opportunities Fund, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 345 Park Avenue, New York, NY 10154-0004.
Item 2. | Identity and Background. |
Items 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 Institutional Partners LLC, a Delaware limited liability company (“WIIP”), Western Investment Activism Partners LLC, a Delaware limited liability company (“WIAP”), Western Investment Total Return Partners L.P., a Delaware limited partnership (“WITRP”) 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, WIIP’s, WIAP’s and WITRP’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.
Western Investment Total Return Fund Ltd. (“WITRL”) no longer beneficially owns any Shares and will cease to be a Reporting Person immediately following the filing of this Amendment No. 6.
(b) The principal business address of each of WILLC, WIHP, WIIP, WIAP, WITRP and Mr. Lipson is 7050 S. Union Park Center, Suite 590, Midvale, Utah 84047.
(c) The principal business of WILLC is acting as the managing member of each of WIIP and 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, WIIP, WIAP and WITRP is acquiring, holding and disposing of investments in various companies.
(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.
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CUSIP NO. 23339M204
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 2,063,755 Shares beneficially owned by WILLC is approximately $25,279,678.
The Shares beneficially owned by WILLC consist of 400 Shares that were acquired with WILLC’s working capital, 718,595 Shares that were acquired with WIHP’s working capital, 273,700 Shares that were acquired with WIAP’s working capital, 715,822 Shares that were acquired with WITRP’s working capital and 355,238 Shares that were acquired with WIIP’s working capital.
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 24,293,008 Shares outstanding, which is the total number of Shares outstanding as of October 8, 2010, as reported in the Issuer’s Schedule TO-I, filed with the Securities and Exchange Commission on October 22, 2010.
As of the close of business on November 19, 2010, WIHP, WIAP, WITRP and WIIP beneficially owned 718,595, 273,700, 715,822 and 355,238 Shares, respectively, representing approximately 2.96%, 1.1%, 2.9% and 1.5%, respectively, of the Shares outstanding.
As the managing member of each of WIAP and WIIP and the general partner of each of WIHP and WITRP, WILLC may be deemed to beneficially own the 2,063,355 Shares owned in the aggregate by WIHP, WIAP, WITRP and WIIP, constituting approximately 8.5% 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 2,063,755 Shares beneficially owned by WILLC, constituting approximately 8.5% of the Shares outstanding.
Item 5(c) is hereby amended and restated to read as follows:
(c) Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons, other than WIIP, and by WITRL since the filing of Amendment No. 5 to the Schedule 13D and all transactions in securities of the Issuer by WIIP during the past 60 days. 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 November 22, 2010, WILLC, WIHP, WIAP, WIIP, WITRP and Mr. Lipson entered into a Joint Filing Agreement in which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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CUSIP NO. 23339M204
Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
99.1 | Joint Filing Agreement by and among Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Activism Partners LLC, Western Investment Institutional Partners LLC, Western Investment Total Return Partners L.P. and Arthur D. Lipson dated November 22, 2010. |
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CUSIP NO. 23339M204
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: November 22, 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 INSTITUTIONAL 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 |
12
CUSIP NO. 23339M204
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 |
13
CUSIP NO. 23339M204
SCHEDULE A
Transactions in the Shares by Western Investment Hedged Partners L.P. and Western Investment
Total Return Fund Ltd. Since the Filing of Amendment No. 5 to the Schedule 13D and by
Western Investment Institutional Partners LLC During the Past 60 Days
Date of Purchase/ Sale | Shares of Common Stock Purchased/ (Sold) | Price Per Share ($) |
WESTERN INVESTMENT HEDGED PARTNERS L.P.
11/4/2010 | 100 | 14.8585 |
WESTERN INVESTMENT INSTITUTIONAL PARTNERS LLC
11/18/2010 | 355,238 | 14.5180 |
WESTERN INVESTMENT TOTAL RETURN FUND LTD.
11/03/2010 | (16,900) | 14.7642 | |
11/04/2010 | (5,500) | 14.8660 | |
11/04/2010 | (12,450) | 14.8580 | |
11/05/2010 | (29,300) | 14.8510 | |
11/08/2010 | (17,800) | 14.8995 | |
11/10/2010 | (1,122) | 14.8912 | |
11/11/2010 | (1,300) | 14.8110 | |
11/11/2010 | (91) | 14.8512 | |
11/15/2010 | (100,000) | 14.7964 | |
11/16/2010 | (8,042) | 14.6128 | |
11/17/2010 | (8,771) | 14.5392 | |
11/18/2010 | (514,882) | 14.4870 |