-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U+sFS8XzLWwibmI2bN77QFHJGQ5ZbUDkQfcM9A+Qsc9R1vzQCJrS9TopvSyKQHra P5vwJehRxtxOb43oyqKRGg== 0001067621-08-000012.txt : 20080319 0001067621-08-000012.hdr.sgml : 20080319 20080319100050 ACCESSION NUMBER: 0001067621-08-000012 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080319 DATE AS OF CHANGE: 20080319 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: PHILLIP GOLDSTEIN GROUP MEMBERS: RAJEEV DAS FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDSTEIN PHILLIP CENTRAL INDEX KEY: 0001067621 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 9147475262 MAIL ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INSURED MUNICIPAL INCOME FUND INC CENTRAL INDEX KEY: 0000897802 IRS NUMBER: 133702911 STATE OF INCORPORATION: MD FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-60797 FILM NUMBER: 08698175 BUSINESS ADDRESS: STREET 1: C/O UBS GLOBAL ASSET MANAGEMENT (US) INC STREET 2: 51 WEST 52ND ST. CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212 882 5575 MAIL ADDRESS: STREET 1: C/O UBS GLOBAL ASSET MANAGEMENT (US) INC STREET 2: 51 WEST 52ND ST. CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: PAINEWEBBER PREMIER INSURED MUNICIPAL INCOME FUND INC DATE OF NAME CHANGE: 19930714 SC 13D 1 third.txt DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 3/17/08 1. NAME OF REPORTING PERSON Bulldog Investors, Phillip Goldstein and Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[ ] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA 7. SOLE VOTING POWER 1,090,806 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 1,090,806 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 1,090,806 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] 13. PERCENT OF CLASS REPRESENTED BY ROW 11 5.29% 14. TYPE OF REPORTING PERSON IA Item 1. SECURITY AND ISSUER This Schedule 13D relates to the shares of Common Stock of Insured Muni Income Fund ("PIF" or the "Issuer"). The principal executive offices of PIF are located at C/O UBS GLOBAL ASSET MANAGEMENT (US) INC 51 WEST 52ND ST. NEW YORK NY 10019 212 882 5575 Item 2. IDENTITY AND BACKGROUND This statement is filed on behalf of Bulldog Investors, Phillip Goldstein, 60 Heritage Drive, Pleasantville, NY 10570 A principal of Bulldog Investors and Andrew Dakos, Park 80 West, Saddle Brook, NJ 07663, also a principal of Bulldog Investors. Mr. Goldstein and Mr. Dakos are self-employed investment advisors. During the past 5 years none of the above has been convicted in a criminal proceeding, nor been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which they were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Each of the above are United States citizens. ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS Shares of the Issuer have been accumulated on behalf of Bulldog Investors, Phillip Goldstein, and Andrew Dakos. ITEM 4. PURPOSE OF TRANSACTION The filling group submitted the attached letter (See Exhibit 1) ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As per the Annual report dated September 30, 2007 there were 20,628,363 shares of common stock outstanding. The percentage set forth in item 5 was derived using such number. a) Bulldog Investors, Phillip Goldstein, and Andrew Dakos beneficially own an aggregate of 1,090,806 shares of PIF or 5.29% of the outstanding shares. b) Power to vote and dispose of securities resides either with Mr. Goldstein or clients. c) During the past 60 days the following shares of PIF were purchased, unless previously reported (there were no sales): trade date # shares Price ($) 2/05/08 3,000 12.90 2/06/08 2,400 12.92 2/07/08 11,000 12.91 2/11/08 900 12.95 2/12/08 3,000 12.92 2/13/08 9,000 12.93 2/13/08 34,700 12.92 2/14/08 62,200 12.48 2/15/08 68,500 12.25 2/15/08 40,000 12.26 2/21/08 7,500 12.40 2/22/08 8,100 12.38 2/25/08 5,200 12.35 3/03/08 8,200 12.17 3/04/08 25,000 12.10 3/05/08 35,000 12.10 3/05/08 5,000 12.15 3/06/08 25,300 12.06 3/07/08 10,000 12.08 3/10/08 12,500 12.27 3/11/08 17,600 12.22 3/14/08 5,000 12.13 3/14/08 900 12.13 d) Beneficiaries of managed accounts are entitled to receive any dividends or sales proceeds. e) NA ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1. Letter to the Board of Directors After reasonable 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: 3/17/08 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /s/ Andrew Dakos Name: Andrew Dakos Exhibit 1. February 21, 2008 Mr. Richard Q. Armstrong UBS Funds c/o Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019. Insured Municipal Income Fund Inc. Dear Mr. Armstrong: Please bring this letter to the attention of the board of directors. Bulldog Investors is a group of private investment funds that have significant investments in the Fund?s common stock. As the board is undoubtedly aware, recent events have adversely affected the liquidity of auction preferred shares "APS" issued by closed-end funds in general and the Fund?s APS in particular. Although we are not owners of the Fund?s APS, we are sympathetic to their plight. Nevertheless, we believe it would be inappropriate for the Fund to bail out the APS shareholders who,like the common shareholders, are getting everything they are contractually entitled to receive. Thus, we caution the board to eschew any action that would have the appearance of benefitting shareholders of the APS at the expense of the common stockholders or of the Fund as a whole. We are concerned about the persistent discount to net asset value at which the Fund?s common shares have been trading. We believe that the board should consider implementing measures designed to close that gap, including open-ending the Fund. Whatever the board?s views on open-ending have been in the past, the world of leveraged closed-end funds is now dramatically different. It is now absolutely clear that open-ending or liquidation of the Fund would provide a benefit to both the common and the APS shareholders. In any event, to insure that any action contemplated by the board to benefit the APS shareholders is equitable to all classes of the Fund?s shares, we strongly recommend that such action be put to a shareholder vote. Please contact us if the board would like to discuss this matter further. Very truly yours, Phillip Goldstein Principal -----END PRIVACY-ENHANCED MESSAGE-----