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 2. | Identity and Background. |
Item 2 is hereby amended to add the following:
In connection with the conclusion of the Issuer’s annual meeting of stockholders, Lynn D. Schultz ceased to be a member of the Section 13(d) group and a Reporting Person for purposes of this Schedule 13D.
| 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 1,374,638.9604 Shares beneficially owned by WILLC is approximately $22,802,647. The Shares beneficially owned by WILLC consist of 400 Shares that were acquired with WILLC’s working capital, and 33.9604 Shares held by WILLC that were acquired through the Issuer’s dividend reinvestment plan, 394,906 Shares that were acquired with WIHP’s working capital, 396,447 Shares that were acquired with WIAP’s working capital, 396,579 Shares that were acquired with WITRP’s working capital, and 186,273 Shares that were acquired with WITRL’s working capital.
The aggregate purchase price of the 328,573 Shares beneficially owned by BPM is approximately $5,931,577. The Shares beneficially owned by BPM consist of 307,083 Shares that were acquired with BPIP’s working capital and 21,490 Shares that were acquired with BPP’s working capital.
The aggregate purchase price of the 1,554.123 Shares directly owned by Mr. Daniels is approximately $24,974. The Shares directly owned by Mr. Daniels consist of 1,500 Shares that were acquired with personal funds and 54.123 Shares that were acquired through the Issuer’s dividend reinvestment plan.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On October 16, 2012 the Issuer entered into an agreement (the “Agreement”) with the Reporting Persons pursuant to which the Issuer agreed, among other things, to commence a tender offer for up to 20% of the outstanding Shares at a price equal to 95% of the net asset value per Share or NAV, determined as of the business day immediately following the day the tender offer expires (the “Initial Tender Offer”). The Issuer intends to commence the Initial Tender Offer on or about October 18, 2012 with the expiration date anticipated on or about November 16, 2012.
The Issuer further agreed that if more than 25% of the outstanding Shares are validly tendered and not withdrawn pursuant to the Initial Tender Offer and if the Shares subsequently trade at a market price that represents an average daily discount from NAV of more than 8% during the 20-business day period beginning January 15, 2013 (the “Measurement Period”), it will commence a tender offer no later than fifteen business days following the end of the Measurement Period (the “Conditional Tender Offer”). The Conditional Tender Offer will be for up to 10% of the then-outstanding Shares at a price equal to 92% of the Issuer’s NAV, determined as of the business day immediately following the day the Conditional Tender Offer expires.
The foregoing 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.
| 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 17,317,074 Shares outstanding, which is the total number of Shares outstanding as of May 31, 2012, as reported in the Issuer’s Certified Shareholder Report on Form N-CSR, filed with the Securities and Exchange Commission on August 8, 2012.
As of the close of business on October 16, 2012, WIHP, WIAP, WITRP and WITRL beneficially owned 394,906, 396,447, 396,579 and 186,273 Shares, respectively, constituting approximately 2.3%, approximately 2.3%, approximately 2.3% and approximately 1.1%, 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 1,374,205 Shares owned in the aggregate by WIHP, WIAP, WITRP and WITRL, constituting approximately 7.9% of the Shares outstanding, in addition to the 433.9604 Shares it holds directly.
As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 1,374,638.9604 Shares beneficially owned by WILLC, constituting approximately 7.9% of the Shares outstanding.
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 330,127.123 Shares owned by the other Reporting Persons. The Western Entities disclaim beneficial ownership of such Shares.
As of the close of business on October 16, 2012, BPIP and BPP beneficially owned 307,083 and 21,490 Shares, respectively, constituting approximately 1.8% and less than 1%, respectively, of the Shares outstanding. As the managing member of each of BPIP and BPP, BPM may be deemed to beneficially own the 328,573 Shares owned in the aggregate by BPIP and BPP, constituting approximately 1.9% of the Shares outstanding. As managing members of BPM, each of Messrs. Franzblau and Ferguson may be deemed to beneficially own the 328,573 Shares beneficially owned by BPM, constituting approximately 1.9% of the Shares outstanding.
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 1,376,193.0834 Shares owned by the other Reporting Persons. The Benchmark Entities disclaim beneficial ownership of such Shares.
As of the close of business on October 16, 2012, Mr. Daniels directly owned 1,554.123 Shares, constituting less than 1% of the Shares outstanding. 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 1,703,211.9604 Shares beneficially owned in the aggregate by the other Reporting Persons. Mr. Daniels disclaims beneficial ownership of such Shares.
Item 5(c) is hereby amended to read as follows:
(c) Schedule B annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past 60 days. All of such transactions were effected in the open market unless indicated otherwise.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On October 16, 2012, the Reporting Persons and the Issuer entered into the Agreement (as described in further detail in Item 4 above). A copy of the Agreement is attached as Exhibit 99.1 hereto 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 | Agreement by and among Arthur D. Lipson, Robert Ferguson, Scott Franzblau, Robert H. Daniels, 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., Benchmark Plus Partners L.L.C., Benchmark Plus Institutional Partners L.L.C. and Benchmark Plus Management, L.L.C. and Macquarie Global Infrastructure Total Return Fund Inc., dated October 16, 2012. |
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: October 17, 2012 | WESTERN INVESTMENT LLC |
| | | |
| | By: | |
| | | Name: | Arthur D. Lipson |
| | | Title: | Managing Member |
| | WESTERN INVESTMENT HEDGED PARTNERS L.P. |
| | | |
| | By: | Western Investment LLC |
| | | General Partner |
| | | |
| | By: | |
| | | Name: | Arthur D. Lipson |
| | | Title: | Managing Member |
| | WESTERN INVESTMENT ACTIVISM PARTNERS LLC |
| | | |
| | By: | Western Investment LLC |
| | | Managing Member |
| | | |
| | By: | |
| | | Name: | Arthur D. Lipson |
| | | Title: | Managing Member |
| | WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P. |
| | | |
| | By: | Western Investment LLC |
| | | General Partner |
| | | |
| | By: | |
| | | Name: | Arthur D. Lipson |
| | | Title: | Managing Member |
| | WESTERN INVESTMENT TOTAL RETURN FUND LTD. |
| | | |
| | By: | Western Investment LLC |
| | | Investment Manager |
| | | |
| | By: | |
| | | Name: | Arthur D. Lipson |
| | | Title: | Managing Member |
| | |
| | ARTHUR D. LIPSON Individually and as Attorney-in-Fact for Robert H. Daniels |
| | BENCHMARK PLUS PARTNERS, L.L.C. |
| | | |
| | By: | Benchmark Plus Management, L.L.C. |
| | | Managing Member |
| | | |
| | By: | |
| | | Name: | Robert Ferguson |
| | | Title: | Managing Member |
| | | |
| | By: | |
| | | Name: | Scott Franzblau |
| | | Title: | Managing Member |
| | BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C. |
| | | |
| | By: | Benchmark Plus Management, L.L.C. |
| | | Managing Member |
| | | |
| | By: | |
| | | Name: | Robert Ferguson |
| | | Title: | Managing Member |
| | | |
| | By: | |
| | | Name: | Scott Franzblau |
| | | Title: | Managing Member |
| | BENCHMARK PLUS MANAGEMENT, L.L.C. |
| | | |
| | By: | |
| | | Name: | Robert Ferguson |
| | | Title: | Managing Member |
| | | |
| | By: | |
| | | Name: | Scott Franzblau |
| | | Title: | Managing Member |
SCHEDULE B
Transactions in the Shares During the Past 60 Days
Date of Purchase | Shares of Common Stock Purchased | Price Per Share ($) |
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C. |
| 09/07/12 | 1,100 | | 19.1316 |
| 09/10/12 | 2,000 | | 19.0387 |
| 09/11/12 | 16,456 | | 19.2276 |
| 09/11/12 | 5,864 | | 19.1924 |
BENCHMARK PLUS PARTNERS, L.L.C. |
| 09/07/12 | 1,100 | | 19.1316 |
| 09/10/12 | 1,927 | | 19.0389 |
WESTERN INVESTMENT LLC |
| 09/28/12 | 6.1633 | | * |
ROBERT H. DANIELS |
| 09/28/12 | 15.0500 | | * |
| | | | |
* Shares acquired through the Issuer’s dividend reinvestment plan.
