UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
SCHEDULE TO
(Rule 14-d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
____________________________
Adams Natural Resources Fund, Inc.
(Name of Subject Company (Issuer))
Ancora Advisors, LLC
Bulldog Investors, LLC
(d/b/a The Bulldog-Ancora Group)
(Names of Filing Person (Offerer))
Common Stock, $0.001 par value
(Title of Class of Securities)
00548F105
(CUSIP Number of Class of Securities)
Phillip Goldstein
Bulldog Investors, LLC
Park 80 West—Plaza Two
250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
Telephone: (201) 556-0092
(Name, Address and Telephone Number of a Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Fredrick DiSanto
Ancora Advisors, LLC
6060 Parkland Boulevard, Suite 200
Cleveland, Ohio 44124
(216) 825-4000
Calculation of Filing Fee
| Transaction valuation* | Amount of filing fee** |
| $70,000,000.00 | $9,086.00 |
| * | This amount represents the maximum amount of the offer. |
| ** | The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 and Fee Rate Advisory #1 for fiscal year 2020, issued August 23, 2019, by multiplying the transaction value by .0001298. |
| [X] | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $9,086.00
Form or Registration No.: SC TO-T
| Filing Party: | Ancora Advisors, LLC |
Bulldog Investors, LLC
| [ ] | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| [X] | third-party tender offer subject to Rule 14d-1 |
| [ ] | issuer tender offer subject to Rule 13e-4 |
| [ ] | going-private transaction subject to Rule 13e-3 |
| [ ] | amendment to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ]
SCHEDULE TO
This Amendment No. 3 to Schedule TO (the “Schedule TO”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on May 15, 2020 by The Bulldog-Ancora Group (the “Group”) as amended and supplemented by Amendment Nos. 1 and 2 to the Schedule TO filed with the SEC on June 4, 2020 and June 15, 2020, respectively (as amended, the “Schedule TO”). The Schedule TO relates to the Group’s offer to purchase up to $70,000,000 of the outstanding shares of common stock, $0.001 par value (the “Shares”), of Adams Natural Resources Fund, Inc., a Maryland corporation (“PEO”), for cash at a price per Share equal to 88% of net asset value (“NAV”) per Share, based on the NAV per Share at the close of the regular trading session of the New York Stock Exchange (the “NYSE”), on the Expiration Date (the “Pricing Date”), less any applicable withholding taxes and any brokerage fees that may apply, and without interest thereon (the “Purchase Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, as Amended and Restated June 15, 2020 (the “Offer to Purchase”), and in the related Letter of Transmittal as Amended and Restated June 15, 2020, as each may be supplemented or amended from time to time (which together constitute the “Offer”) attached as Exhibits (a)(1)(A) and (a)(1)(B) to Amendment No. 2 to the Schedule TO, respectively.
This Amendment No. 3 removes the condition that at least 4,481,187 Shares, representing 15% of Shares outstanding, be validly tendered and not withdrawn.
All information set forth in the Offer to Purchase, the Letter of Transmittal and other exhibits to the Schedule TO is hereby expressly incorporated in this Amendment No. 3 by reference in response to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent provided herein. All capitalized terms used but not defined in this Amendment No. 3 have the meanings ascribed to them in the Schedule TO. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule TO. This Amendment No. 3 should be read together with the Schedule TO and all exhibits thereto.
ITEMS 1 THROUGH 9; ITEM 11.
Item 11 of the Schedule TO is amended and supplemented to add the following:
“On June 16, 2020, the Group amended the Offer to remove the condition that at least 4,481,187 Shares, representing 15% of Shares outstanding, be validly tendered and not withdrawn. The full text of the press release issued by the Group on June 16, 2020 announcing such extension is filed as Exhibit (a)(1)(I) hereto and is incorporated by reference.”
The Offer to Purchase is amended as follows:
General Amendments
The first sentence of the fourth paragraph is hereby amended and restated in its entirety to read:
“UNLESS THE CONDITIONS DESCRIBED IN THIS OFFER TO PURCHASE ARE SATISFIED OR WAIVED, THE GROUP WILL NOT BE OBLIGATED TO PURCHASE ANY OF YOUR SHARES OF PEO. CERTAIN IMPORTANT CONDITIONS TO OUR OFFER, AMONG OTHERS, INCLUDE: (1) THE ABSENCE OF CERTAIN LEGAL ACTIONS AND PROCEEDINGS WHICH WOULD PROHIBIT, DELAY, OR ADVERSELY AFFECT CONSUMMATION OF THE OFFER, (2) THE ABSENCE OF COMPETING TENDER OFFERS, (3) THAT THERE BE NO MATERIAL CHANGE WITH RESPECT TO PEO’S OR THE GROUP’S FINANCIAL CONDITION OR BUSINESS OPERATIONS, (4) THE ABSENCE OF CERTAIN CHANGES IN THE FINANCIAL MARKETS, (5) THAT PEO HAS NOT TAKEN OR AUTHORIZED ANY ACTION THAT, IN THE REASONABLE JUDGMENT OF THE GROUP, COULD RESULT IN A MATERIAL ADVERSE EFFECT ON, OR A MATERIAL DIMINUTION IN, THE VALUE OF THE SHARES OR THE RIGHT TO VOTE THE SHARES, INCLUDING, BUT NOT LIMITED TO, THE ADOPTION OF ANY ANTI-TAKEOVER MEASURES AND (6) THAT WE HAVE NOT AGREED WITH THE BOARD OF DIRECTORS OF PEO TO TERMINATE THIS OFFER.”
Summary Term Sheet
In the “Summary Term Sheet” section of the Offer to Purchase, the second sentence in the answer to the question “What Are The Most Significant Conditions to the Offer” is hereby amended and restated in its entirety to read:
“However, we may not be obligated to purchase any Shares if certain conditions occur, such as (1) the existence of certain legal actions and proceedings which would prohibit, delay, or adversely affect consummation of the Offer, (2) the existence of a competing tender offer, (3) a material change with respect to PEO’s or our financial condition or business operations, (4) certain changes in the financial markets, (5) that PEO has not taken or authorized any action that, in the reasonable judgment of the Group, could result in a material adverse effect on, or a material diminution in, the value of the Shares or the right to vote the Shares, including, but not limited to, the adoption of any anti-takeover measures; and (6) our agreement with the Board of Directors of PEO to terminate this Offer.”
Introduction. Certain Conditions of the Offer
The third bullet point is hereby removed.
Section 14. Certain Conditions to the Offer
Subsection 3 of Section 14 (“Certain Conditions to the Offer”) of the Offer to Purchase is hereby removed and each of Subsections 4 through 10 is hereby renumbered accordingly.
The Form of Letter to Clients for use by Brokers, Dealers, Commercial Bankers, Trust Companies and Nominees is hereby amended as follows:
The first sentence of numbered paragraph 4 is amended and restated in its entirety to read as follows:
“The Offer is conditioned upon, among other things, (a) the absence of any legal action seeking to prohibit, delay or adversely affect consummation of the Offer, (b) the absence of competing tender offers, (c) that there be no material adverse change with respect to PEO’s or the Group’s financial condition or business, (d) the absence of certain changes in the financial markets, (e) that PEO has not taken or authorized any action that, in the reasonable judgment of the Group, could result in a material adverse effect on, or a material diminution in, the value of the Shares or the right to vote the Shares, including, but not limited to, the adoption of any anti-takeover measures and (f) that the Group has not agreed with the Board of Directors of PEO to terminate the Offer.
Item 12. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1)(I)Press Release Issued by the Group, dated June 16, 2020, Announcing the Amendment of the Offer.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: | June 16, 2020 | ||
| THE BULLDOG-ANCORA GROUP | |||
By: BULLDOG INVESTORS, LLC Title: Group Member | |||
| By: /s/ Phillip Goldstein | |||
| Name: Phillip Goldstein | |||
| Title: Member and Manager | |||
BY: ANCORA INVESTORS, LLC Title: Group Member | |||
| By: /s/ Fredrick DiSanto | |||
Name: Fredrick DiSanto Title: Chairman and CEO | |||
INDEX TO EXHIBITS
| EXHIBIT NO. | DESCRIPTION |
| (a)(1)(A) | Offer to Purchase, as Amended and Restated June 15, 2020.*** |
| (a)(1)(B) | Letter of Transmittal (Amended and Restated June 15, 2020).*** |
| (a)(1)(C) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees (Amended and Restated June 15, 2020).*** |
| (a)(1)(D) | Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees (Amended and Restated June 15, 2020).*** |
| (a)(1)(E) | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* |
| (a)(1)(F) | Press Release Issued by the Group, dated May 15, 2020, Announcing the Commencement of the Offer.* |
| (a)(1)(G) | Press Release Issued by the Group dated June 4, 2020, Announcing an Extension of the Offer.** |
| (a)(1)(H) | Press Release Issued by the Group, dated June 15, 2020, Announcing the Amendment of the Offer to Set a Fixed Price.*** |
| (a)(1)(I) | Press Release Issued by the Group, dated June 16, 2020, Announcing the Amendment of the Offer.**** |
| * | Previously filed with the Schedule TO on May 15, 2020. |
| ** | Previously filed with Amendment No. 1 to the Schedule TO on June 4, 2020. |
| *** | Previously filed with Amendment No. 2 to this Schedule TO on June 15, 2020. |
| **** | Filed herewith. |