-----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, Ji8JZEFd3pz11sDRkB5RkTSLZKFyWGQguQWcdO27jtTlK2gTbxUvc3cPoCzNmXvF GUSSZ39MVvl1q/anW5NRnQ== 0001067621-09-000015.txt : 20090123 0001067621-09-000015.hdr.sgml : 20090123 20090123123423 ACCESSION NUMBER: 0001067621-09-000015 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090123 DATE AS OF CHANGE: 20090123 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BULLDOG INVESTORS GROUP MEMBERS: PHILLIP GOLDSTEIN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDSTEIN PHILLIP CENTRAL INDEX KEY: 0001067621 FILING VALUES: FORM TYPE: SC 13D/A 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: TM Entertainment & Media, Inc. CENTRAL INDEX KEY: 0001399067 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 208951489 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83228 FILM NUMBER: 09541247 BUSINESS ADDRESS: STREET 1: 307 EAST 87TH STREET CITY: NEW YORK STATE: NY ZIP: 10028 BUSINESS PHONE: 212-289-6362 MAIL ADDRESS: STREET 1: 307 EAST 87TH STREET CITY: NEW YORK STATE: NY ZIP: 10028 SC 13D/A 1 thirda.txt SCHEDULE 13D-A DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 1/12/2009 1. NAME OF REPORTING PERSON Bulldog Investors, Phillip Goldstein and Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] 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 1,674,889 8. SHARED VOTING POWER 648,961 9. SOLE DISPOSITIVE POWER 2,323,850 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 2,323,850 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 18.58% 14. TYPE OF REPORTING PERSON IA _______________________________________________________ This statement constitutes Amendment #4 to the schedule 13d filed December 12, 2008. Except as specifically set forth herein, the Schedule 13d remains unmodified. Item 4 is amended as follows: ITEM 4. PURPOSE OF TRANSACTION Letter to Company Chairman ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As per the 10-Q filed on 9/30/2008 there were 12,505,000 shares of common stock outstanding as of September 30, 2008. The percentage set forth in item 5 was derived using such number. Bulldog Investors, Phillip Goldstein and Andrew Dakos have the sole authority to vote 1,674,889 shares of TMI and share voting power on 648,961 shares.Bulldog Investors, Phillip Goldstein and Andrew Dakos have the sole authority to dispose of 2,323,850 shares. c) During the past 60 days shares of TMI were purchased. Buys Date Shares Price 1/13/2009 7800 7.4300 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 is amended as follows: ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1. Letter to Chairman 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: 1/23/09 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos Exhibit 1: Opportunity Partners L.P., 60 Heritage Drive, Pleasantville, NY 10570 (914) 747-5262 // Fax: (914) 747-2150 // pgoldstein@bulldoginvestors.com January 12, 2009 Theodore S. Green, Chairman & Co-CEO Malcolm Bird, Co-CEO TM Entertainment and Media, Inc. 307 East 87th Street New York, NY 10128 Dear Messrs. Green and Bird: We read with great interest your letter to shareholders in which you expressed confidence that you will be able to present to stockholders a proposal for a Business Combination that will generate long-term value for all stakeholders. As you know, any transaction requires that the owners of less than 30% of the public shares not elect to convert them to cash. We control 22.6% of those shares and, as you know, we will not vote for a transaction if the stock price is below the per share value of the trust account. Therefore, the only way we can see you succeeding is to convince a target company to sell itself to TMI for such a low price that TMIs stock price rises above $7.91 before the vote. We doubt that will happen but perhaps you can find a company so desperate to get its hands on TMIs cash that it will sell itself at a severely distressed price. On another point, you state: We believe an attempt to liquidate early as Bulldog requests would likely result in litigation from some stockholders and warrant holders who would claim that the premature liquidation was contrary to TMIs public disclosure. Has anyone actually told you he is considering suing TMI? Two lawyers have advised us that shareholders have a right to propose an early windup and that there is no basis for such a lawsuit. In any event, it is comforting to know that in the event someone brings a nuisance lawsuit you have agreed to indemnify TMI for its legal expenses. By the way, you might consider buying TMI warrants. If you do succeed in getting a deal approved, their intrinsic value will be at least $2.41 by the end of October. We will sell you our warrants for less than half of that. If you are right and we are wrong, you will make a killing. Good luck. Very truly yours, Phillip Goldstein Kimball & Winthrop, Inc. General Partner -----END PRIVACY-ENHANCED MESSAGE-----