AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 10, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
ISSUER TENDER OFFER STATEMENT
UNDER SECTION 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
ADAMS NATURAL RESOURCES FUND, INC.
(Name of Subject Company)
ADAMS NATURAL RESOURCES FUND, INC.
(Name of Filing Person (Issuer))
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
00548F105
(CUSIP Number of Class of Securities)
Janis F. Kerns
Adams Natural Resources Fund, Inc.
500 East Pratt Street, Suite 1300
Baltimore, Maryland 21202
(410) 752-5900
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Person)
CALCULATION OF FILING FEE
TRANSACTION VALUATION $71,176,283.88 (a) AMOUNT OF FILING FEE: $9,238.68 (b)
(a) Pursuant to Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended, the Transaction Value was calculated by multiplying 5,955,676 Common Stock of Adams Natural Resources Fund, Inc. (20% of the total number of Common Stock outstanding) by $11.95 (95% of the Net Asset Value per share of $12.58 as of the close of ordinary trading on the New York Stock Exchange on September 4, 2020).
(b) Calculated as $129.80 per $1,000,000 of the Transaction Valuation.
/X/ Check 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: $9,657.29
Form or Registration No.: Schedule TO
Filing Party: Adams Natural Resources Fund, Inc.
Date Filed: August 7, 2020
/ / 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:
| / / | third-party tender offer subject to Rule 14d-1. |
| | |
| /X/ | 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: /X/
This Amendment No. 2 to the Issuer Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission on August 10, 2020, by Adams Natural Resources Fund, Inc., a Maryland corporation (the “Fund”), relating to an offer to purchase for cash up to 5,955,676 Common Stock, amends such Issuer Tender Offer Statement on Schedule TO to add an additional exhibit in accordance with Rule 13e-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended.
ITEM 12. EXHIBITS
(a)(5)(ii) Press Release dated September 10, 2020
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.
ADAMS NATURAL RESOURCES FUND, INC. | |
| | |
| /s/ Janis F. Kerns | |
| Janis F. Kerns | |
| General Counsel, Corporate Secretary, and Chief Compliance Officer | |
