-----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, B1+ImwmPEKeh3tzY64wQmfHKSRpyRcBPFpHXSwDt4wZoPOEdYzhu31ut8tHqQU9c S3y93bKi2Ldmp61tgGzJXA== 0001364773-06-000013.txt : 20061117 0001364773-06-000013.hdr.sgml : 20061117 20061117171108 ACCESSION NUMBER: 0001364773-06-000013 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061117 DATE AS OF CHANGE: 20061117 GROUP MEMBERS: BULLDOG INVESTORS GENERAL PARTNERSHIP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RMR HOSPITALITY & REAL ESTATE FUND CENTRAL INDEX KEY: 0001278038 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81343 FILM NUMBER: 061227595 BUSINESS ADDRESS: STREET 1: 400 CENTRE STREET CITY: NEWTON STATE: MA ZIP: 02458 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bulldog Investors General Partnership CENTRAL INDEX KEY: 0001364773 IRS NUMBER: 562585535 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 BUSINESS PHONE: 9147475262 MAIL ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 SC 13D/A 1 third.txt DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 11/14/06 1. NAME OF REPORTING PERSON Bulldog Investors General Partnership 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 368,400 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 368,400 _________________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 368,400 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] 13. PERCENT OF CLASS REPRESENTED BY ROW 11 14.82% 14. TYPE OF REPORTING PERSON IA ________________________________________________________________ This statement constitutes amendment No.3 to the Schedule 13D filed on June 5, 2006. Except as specifically set forth herein, the Schedule 13D remains unmodified. Item 4 is amended as follows: Item 4. PURPOSE OF TRANSACTION Management of RHR has rejected numerous requests by the reporting persons to discuss measures to address RHR's persistent discount. As a result of these rejections, the reporting persons publicly announced its intention to nominate directors for election at the next annual meeting and to propose that shareholders vote to terminate RHR's advisory agreement with RMR Advisors, Inc. RHR then filed a lawsuit whose primary purpose appears to be to protect RMR's management fees (see Exhibit 1). Item 7 is amended as follows: Item 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1. Press Release 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: 11/17/06 By: /s/ Phillip Goldstein Name: Phillip Goldstein President, Kimball and Winthrop, Inc. Managing General Partner, BIGP Exhibit 1. (BSNS WIRE) RMR Hospitality & Real Estate Fund Sues Its Largest Shareholder (AMEX: RHR) Business Editors / Financial Editors SADDLE BROOK, N.J. -- (BUSINESS WIRE)--November 14, 2006-- Bulldog Investors General Partnership ("BIGP"), the largest shareholder of RMR Hospitality & Real Estate Fund ("RHR") today announced that RHR has sued BIGP to enforce a purported ownership limitation on RHR's stock. RHR's lawsuit was filed after BIGP publicly announced its intention to nominate directors for an election at the next annual meeting and to propose shareholders vote to terminate RHR's advisory agreement with RMR Advisors, Inc. Phillip Goldstein, a principal of BIGP, commented: We believe that RHR imposes a limitation that is not in the best interest of its shareholders and is discriminatory because RMR Advisors is exempt from the provision. After we brought this concern to management's attention, Thomas M. O'Brien, RHR's President and a principal of RMR Advisors advised us that "shareholder democracy" is "inappropriate" for RHR and is incompatible with its business plan. The Investment Company Act of 1940 has a policy to prevent investment companies like RHR from issuing stock that has unequal voting rights or contains inequitable or discriminatory provisions. Ignoring the policies of the Investment Company Act of 1940, the RHR's board adopted a provision in its Agreement and Declaration of Trust that bars anyone other than RMR Advisors or its affiliates from acquiring more than 9.8% of RHR's shares. Mr. Goldstein added: "We are hopeful that the court will take a more hospitable view of shareholder rights than Mr. O'Brien. The primary purpose of management's tactics including this lawsuit is pretty obvious." Contact: Phillip Goldstein, Bulldog Investors General Partnership 914-747-5262 -----END PRIVACY-ENHANCED MESSAGE-----