SECURITIES AND EXCHANGE COMMISSION | |
Washington, D.C. 20549 | |
SCHEDULE 13D/A | |
Under the Securities Exchange Act of 1934 | |
(Amendment No. 1)* | |
Alpine Total Dynamic Dividend Fund | |
(Name of Issuer) | |
Common Shares, no par value | |
(Title of Class of Securities) | |
021060207 | |
(CUSIP Number) | |
Saba Capital Management, L.P. 405 Lexington Avenue 58th Floor New York, NY 10174 Attention: Michael D’Angelo (212) 542-4635
with a copy to:
Eleazer Klein, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 | |
(Name, Address and Telephone Number of Person | |
Authorized to Receive Notices and Communications) | |
November 23, 2017 | |
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [X]
(Page1 of 6 Pages)
______________________________
* 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. 021060207 | SCHEDULE 13D/A | Page 2 of 6 Pages |
1 | NAME OF REPORTING PERSON Saba Capital Management, L.P. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)¨ (b)¨ | ||
3 | SEC USE ONLY | |||
4 | SOURCE OF FUNDS OO (see Item 3) | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 -0- | ||
8 | SHARED VOTING POWER 8,715,302 | |||
9 | SOLE DISPOSITIVE POWER -0- | |||
10 | SHARED DISPOSITIVE POWER 8,715,302 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 8,715,302 | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.1%1 | |||
14 | TYPE OF REPORTING PERSON PN; IA | |||
1 The percentages used in this Schedule 13D are calculated based upon 107,593,339 Common Shares outstanding as of April 30, 2017 as disclosed in Issuer’s semi-annual report, filed under cover of N-CSRS on July 7, 2017.
CUSIP No. 021060207 | SCHEDULE 13D/A | Page 3 of 6 Pages |
1 | NAME OF REPORTING PERSON Boaz R. Weinstein | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)¨ (b)¨ | ||
3 | SEC USE ONLY | |||
4 | SOURCE OF FUNDS OO (see Item 3) | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER -0- | ||
8 | SHARED VOTING POWER 8,715,302 | |||
9 | SOLE DISPOSITIVE POWER -0- | |||
10 | SHARED DISPOSITIVE POWER 8,715,302 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 8,715,302 | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.1%1 | |||
14 | TYPE OF REPORTING PERSON IN | |||
1 The percentages used in this Schedule 13D are calculated based upon 107,593,339 Common Shares outstanding as of April 30, 2017 as disclosed in Issuer’s semi-annual report, filed under cover of N-CSRS on July 7, 2017.
.
CUSIP No. 021060207 | SCHEDULE 13D/A | Page 4 of 6 Pages |
This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 13, 2017 (the “Original Schedule 13D,” together with this Amendment No. 1, the “Schedule 13D”) with respect tothecommon stock, no par value per share(the “Common Shares”), ofAlpine Total Dynamic Dividend Fund(the “Issuer”).This Amendment No. 1 amends Items 3, 4, 5(a)-(c) and 7 as set forth below.
Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Item 3 of the Schedule 13D is hereby amended and restated as follows: | |
Funds for the purchase of the Common Shares were derived from the subscription proceeds from investors in SCMF, SCMF II, SCLMF, SCS, SCEF 1, SCEF 2 and Saba Closed-End Funds ETF, and the capital appreciation thereon and margin account borrowings made in the ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein. A total of $70,005,581.25 was paid to acquire the Common Shares reported herein. |
Item 4. | PURPOSE OF TRANSACTION |
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
On November 23, 2017, Saba Capital submitted to the Issuer a proposal (the “Proposal”) pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934. The Proposal requests that the Board of Trustees (the “Board”) of the Issuer take all necessary steps in its power to declassify the Board so that all directors are elected on an annual basis starting at the next annual meeting of shareholders. Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected trustees. The foregoing description of the Proposal is qualified in its entirety by the full text of the Proposal, a copy of which is attached as Exhibit 2 hereto and incorporated by reference herein.
In addition, on November 23, 2017, SCMF II, a fund of Saba Capital, submitted to the Issuer a notice of its intention to nominate one person for election to the Issuer’s Board of Trustees at the 2018 annual meeting of shareholders of the Issuer (the “2018 Annual Meeting”) and to bring a proposal substantially similar to the Proposal to be considered by shareholders of the Issuer at the 2018 Annual Meeting.
The Reporting Persons have engaged, and may continue to engage, in discussions with management and the Board of Trustees of the Issuer regarding the long-term performance of the Issuer and the trading of the Common Shares at a discount to the Issuer’s net asset value. |
CUSIP No. 021060207 | SCHEDULE 13D/A | Page 5 of 6 Pages |
Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
Paragraphs (a) - (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows: | |
(a) | See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons. The percentages used in this Schedule 13D are calculated based upon 107,593,339 Common Shares outstanding as of April 30, 2017 as disclosed in Issuer’s semi-annual report filed under cover of N-CSRS on July 7, 2017. |
(b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
(c) | The transactions in the Common Shares effected since the filing of the Original Schedule 13D by Saba Capital, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference. |
Item 7. | MATERIAL TO BE FILED AS EXHIBITS |
Exhibit 2: | Proposal, dated November 23, 2017, from Saba Capital to the Issuer. |
CUSIP No. 021060207 | SCHEDULE 13D/A | Page 6 of 6 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: November 27, 2017
SABA CAPITAL Management, L.P.
/s/ Michael D’Angelo | |
Name: Michael D’Angelo Title: Chief Compliance Officer |
BOAZ R. WEINSTEIN
/s/ Michael D’Angelo | |
Name: Michael D’Angelo | |
Title: Attorney-in-fact* | |
* Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823 | |
Schedule A
This Schedule sets forth information with respect to each purchase and sale of Common Shares which were effectuated by Saba Capital since the filing of the Original Schedule 13D on October 13, 2017. All transactions were effectuated in the open market through a broker.
Trade Date | Common Shares Purchased (Sold) | Price ($) |
9/27/17 | 98,502 | $8.91 |
9/28/17 | 50,000 | $8.97 |
10/2/17 | 1,900 | $9.03 |
10/3/17 | 22,231 | $9.10 |
10/4/17 | 12,781 | $9.08 |
10/5/17 | 62,878 | $9.10 |
10/6/17 | 6,072 | $9.06 |
10/25/17 | 38,424 | $9.00 |
10/26/17 | 4,580 | $8.97 |
10/30/17 | 23,729 | $9.00 |
10/31/17 | 16,028 | $9.02 |
11/3/17 | 16,822 | $9.06 |
11/8/17 | 300 | $9.07 |
11/14/17 | 14,922 | $8.86 |
11/15/17 | 35,624 | $8.77 |
EXHIBIT 1
Proposal
November 23, 2017
VIAEMAIL andFEDERALEXPRESS
Mr. Andrew Pappert
Corporate Secretary
Alpine Total Dynamic Dividend Fund
2500 Westchester Avenue, Suite 215
Purchase, New York 10577
Re:Alpine Total Dynamic DividendFund(the “Trust”)
Dear Mr. Pappert:
SabaCapital Management,L.P.(“Saba”),as investmentadvisor toand on behalf ofSabaIIAIV,L.P.(the“Fund”and together withSaba, the“Saba Group”), the ownerof 8,715,302 shares of Trust, hereby submits thefollowing proposal on behalf of theFund pursuant toRule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for presentation to the Trust’s shareholders at the Trust’s next annual shareholder’s meeting anticipated to be held in May 2018, or any postponement or adjournment or special meeting held in lieu thereof (the “Meeting”).
Saba’s proposal(the“Proposal”) pursuant toRule 14a-8 under theSecurities Exchange Act of 1934 (the “Exchange Act”) is as follows:
PROPOSAL
“RESOLVED, that theshareholders of Alpine TotalDynamic DividendFund(the“Trust”)request that theBoard of Trustees ofthe Trust(the“Board”)takeall necessary steps in its power todeclassify theBoard so that trusteesareelected onanannual basis startingat thenextannual meeting of shareholders.Such declassification shall becompleted in a mannerthat does notaffect theunexpired terms of the previously elected trustees.”
SUPPORTINGSTATEMENT
November 23, 2017
Alpine TotalDynamicDividendFund
Page 2
Corporate Governance
We believe theannualelection ofall trusteesencourages boardaccountability to its shareholdersand when trusteesare heldaccountablefor theiractions, theyperformbetter. This view is shared by mostshareholdersand institutional investors, who believe it to be the standardforcorporate governance best practices. The vast majority ofcompanies in theS&P 500andRussell 1000 indexeselectall board membersannually.
Currently, theBoard isdivided into threeclasses serving staggered three-year terms.It is our belief that theclassification of theBoard is strong proof that theBoard is notacting in the best interests of shareholders. Aclassified board protects the incumbents, which in turn limitsaccountability to shareholders.
Wearecommitted to improving thecorporategovernance of the Trustfor the benefit ofall shareholders.Declassification of theBoard is a positive step which willallow more productive shareholderengagementand will help the Trustachieve its optimal valuation.
Performance
The Trust invested in the midst of one of the biggest bull markets in history; the NASDAQ 100, the DowJonesIndustrial Averageand theS&P 500havegenerated totalreturns of 297%, 149%and 129%,respectively, since the Trust’sIPO.
Unfortunately, during this tenyear period, the Trust’sshareholdershavereceived atotalreturn of-13.3%(including alldividends, interest anddistributions). This is a tragic loss of value thatresultedfrom mismanagementby the Trust’s investment manager, AlpineWoodsCapital Investors, LLC(“Alpine”).
All shareholders should befuriousaseach of the three Alpineclosed-endfundshasgenerated a negativereturn over their life.Whatis mostconcerning is that during this period of wealth destruction,Alpinehas generated over$300million infees andexpenses.
SabaCapitalhas submitted a shareholder proposal to declassify theBoard of the Trust,andalso nominatedan independent nomineefortheBoardseat ofSamuel A.Lieber inanattempt toallow theBoardto operatefreelyand in the best interest of shareholders.
For agreater voice in the Trust’scorporategovernanceand to increase theaccountability of theBoard to shareholders, we urgeyou to voteFORthis proposal.
END OFPROPOSAL
As isrequiredbyRule 14a-8 under the ExchangeAct,attached is letterfrom NationalFinancialServices verifying that theFundcontinuouslyand beneficially owned shares having a market valueof $2,000 or moreforat
November 23, 2017
Alpine TotalDynamicDividendFund
Page 3
least oneyearprior to the date of the submission of theaboveProposal. As of the date hereof, theFund hascontinuouslyheld therequired numberof sharesfor over a one-year period. TheFund intends tocontinueto hold the sharesreferencedthrough thedate of theMeeting.
Sabarepresents that,as investmentadvisor to theFund,Saba holds beneficial interest inall shares heldby theFund, includingfulleconomic interest in such sharesalong with the power to invest, vote, or direct the vote of such sharesand hasfull powerandauthority to submit theProposal on theFund’sbehalf.
Please notify usas soonas possible ifyou would likeanyfurther information or ifyou believe this notice isdeficient inany way or ifadditional information isrequired so thatSaba may promptly provide it toyou in order tocureany deficiency.
Thank you for your time and consideration.
Sincerely,
Michael D'Angelo
General Counsel
Cc: The Board of Trustees of the Trust
Eleazer Klein, Schulte Roth & Zabel LLP