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. 7)1
DWS High Income Opportunities Fund, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
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)
(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).
| 1 | NAME OF REPORTING PERSON |
| 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 |
| 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 Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 amends the Schedule 13D as specifically set forth herein.
| 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 957,736 Shares beneficially owned by WILLC is approximately $11,802,598.
The Shares beneficially owned by WILLC consist of 186 Shares that were acquired with WILLC’s working capital, 333,482 Shares that were acquired with WIHP’s working capital, 127,017 Shares that were acquired with WIAP’s working capital, 332,194 Shares that were acquired with WITRP’s working capital and 164,857 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 18,219,756 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 (“SEC”) on October 22, 2010, less 6,073,252 Shares accepted by the Issuer pursuant to the terms of its tender offer, as disclosed in Amendment No. 2 to the Issuer’s Schedule TO-I, filed with the SEC on November 26, 2010.
As of the close of business on November 30, 2010, WIHP, WIAP, WITRP and WIIP beneficially owned 333,482, 127,017, 332,194 and 164,857 Shares, respectively, representing approximately 1.8%, less than 1%, approximately 1.8% and less than 1%, 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 957,550 Shares owned in the aggregate by WIHP, WIAP, WITRP and WIIP, constituting approximately 5.3% of the Shares outstanding, in addition to the 186 Shares it holds directly.
As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 957,736 Shares beneficially owned by WILLC, constituting approximately 5.3% 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 since the filing of Amendment No. 6 to the Schedule 13D. All of such transactions were effected in the open market, unless otherwise noted.
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: December 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 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 |
| | /s/ Arthur D. Lipson |
| | ARTHUR D. LIPSON |
SCHEDULE A
Transactions in the Shares Since the Filing of Amendment No. 6 to the Schedule 13D
Date of Purchase/ Sale | Shares of Common Stock Purchased/ (Sold) | Price Per Share ($) |
| WESTERN INVESTMENT HEDGED PARTNERS L.P. |
| | | | |
| 11/26/2010 | (385,113)* | | 15.1200 |
WESTERN INVESTMENT INSTITUTIONAL PARTNERS LLC
| 11/26/2010 | (190,381)* | | 15.1200 |
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P. |
| | | | |
| 11/26/2010 | (383,628)* | | 15.1200 |
WESTERN INVESTMENT ACTIVISM PARTNERS LLC |
| | | | |
| 11/26/2010 | (146,683)* | | 15.1200 |
WESTERN INVESTMENT LLC |
| | | | |
| 11/26/2010 | (214)* | | 15.1200 |
* Shares tendered pursuant to the terms of the tender offer made by DWS High Income Opportunities Fund, Inc.
