AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 15, 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
AMENDMENT NO. 1
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. [ ]
INTRODUCTORY STATEMENT
This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule TO
filed with the Securities and Exchange Commission on February 11, 2010 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.
This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule TO
amends such Issuer Tender Offer Statement 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)(iii) Press release issued on March 15, 2010.
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