AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
FEBRUARY 11, 2010.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES
EXCHANGE ACT OF 1934
MBIA CAPITAL/CLAYMORE MANAGED DURATION INVESTMENT GRADE MUNICIPAL
FUND
(Name of Subject Company (issuer))
MBIA CAPITAL/CLAYMORE MANAGED DURATION INVESTMENT GRADE MUNICIPAL
FUND
(Name of Filing Person (offeror))
COMMON SHARES OF BENEFICIAL INTEREST,
PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
55266X209
(CUSIP Number of Class of Securities)
KEVIN M. ROBINSON, ESQ.
2455 CORPORATE WEST DRIVE
LISLE, ILLINOIS 60532
(630) 505-3700
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
COPY TO:
SARAH E. COGAN, ESQ.
SIMPSON THACHER & BARTLETT LLP
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 455-2000
CALCULATION OF FILING FEE
======================================= ========================================
TRANSACTION VALUE AMOUNT OF FILING FEE
- --------------------------------------- ----------------------------------------
$15,986,253 (a) $1,139.82 (b)
- --------------------------------------- ----------------------------------------
(a) Estimated for purposes of calculating the amount of the filing fee
only. Calculated as the aggregate market value for 1,190,339 common
shares in the offer, based on the average of the high and low prices on
February 5, 2010 of $13.68 as reported on the New York Stock Exchange.
(b) Calculated at $71.30 per $1,000,000 of the Transaction Value, pursuant
to Rule 0-11 of the Securities Exchange Act of 1934, as amended.
| | 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: Not applicable
Form or Registration No.: Not applicable
Filing Party: Not applicable
Date Filed: Not applicable
| | Check box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which this
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. | |
Item 12. Exhibits
Item 13. Information Required By Schedule 13E-3
Signature
Exhibit (a)(1)(i): Offer to Repurchase, dated February 11, 2010
Exhibit (a)(1)(ii): Form of Letter of Transmittal
Exhibit (a)(1)(iii): Form of Notice of Guaranteed Delivery
Exhibit (a)(1)(iv): Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees
Exhibit (a)(1)(v): Form of Letter to Clients of Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees
Exhibit (a)(i)(vi): Form of Letter to Shareholders
Exhibit (a)(5)(i): Press release issued on November 27, 2009
Exhibit (a)(5)(ii): Press release issued on February 11, 2010
Exhibit (e): Settlement agreement dated as of November 25,
2009, by and among Arthur D. Lipson, Robert Ferguson,
Scott Franzblau, 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 Institutional Partners L.L.C.,
Benchmark Plus Partners L.L.C. and Benchmark Plus
Management, L.L.C., and all of their respective
directors, officers and Affiliates (as defined in Rule
405 under the Securities Act of 1933, as amended)
(collectively, "Western") and the Fund. Incorporated by
reference to Exhibit 99.2 to Schedule 13D/A of Western
Investments LLC filed with the Securities and Exchange
Commission on December 4, 2009.
ITEMS 1 THROUGH 11
This Issuer Tender Offer Statement on Schedule TO relates to an offer
by MBIA Capital/Claymore Managed Duration Investment Grade Municipal Fund, a
Delaware statutory trust (the "Fund"), to repurchase up to 1,190,339
(approximately 15%) of its issued and outstanding common shares of beneficial
interest, par value $0.001 per share (the "Common Shares"), upon the terms and
subject to the conditions set forth in the Fund's Offer to Repurchase dated
February 11, 2010 and the related Letter of Transmittal, copies of which are
attached hereto as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer"). The price to be paid for the Common Shares is an amount per share, net
to the seller in cash, equal to 98% of the net asset value per share as
determined by the Fund at the close of regular trading on the New York Stock
Exchange on March 15, 2010, or such later date to which the Offer is extended.
This Issuer Tender Offer Statement on Schedule TO is being filed in
satisfaction of the reporting requirements of Rule 13e-4(c)(2) promulgated under
the Securities Exchange Act of 1934, as amended.
The information set forth in the Offer to Repurchase and the related
Letter of Transmittal is incorporated herein by reference in answer to Items 1
through 11 of Schedule TO.
ITEM 12. EXHIBITS
(a)(1)(i) Offer to Repurchase, dated February 11, 2010.
(a)(1)(ii) Form of Letter of Transmittal.
(a )(1)(iii) Form of Notice of Guaranteed Delivery.
(a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(1)(v) Form of Letter to Clients of Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(i)(vi) Form of Letter to Shareholders.
(a )(2) None.
(a )(3) Not Applicable.
(a )(4) Not Applicable.
(a)(5)(i) Press release issued on November 27, 2009.
(a)(5)(ii) Press release issued on February 11, 2010.
(b) None.
(d) None.
(e) Settlement Agreement dated as of November 25, 2009,
by and among Western and the Fund. Incorporated by
reference to Exhibit 99.2 to Schedule 13D/A of
Western Investments LLC filed with the Securities and
Exchange Commission on December 4, 2009.
(g) None.
(h) None.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not Applicable.
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.
MBIA CAPITAL/CLAYMORE MANAGED DURATION INVESTMENT
GRADE MUNICIPAL FUND
By: /s/ J. Thomas Futrell
-------------------------------------
Name: J. Thomas Futrell
Title: Chief Executive Officer
Dated: February 11, 2010