-----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, BEbmIxs60hKMI2qqr9n/CDvDS9bidlI/g7zznezQdDEv9nkm6fZ0eWoYvRuqBvsN hcoqj9YPl4JuIFBGduf4QA== 0000896017-06-000006.txt : 20060208 0000896017-06-000006.hdr.sgml : 20060208 20060208171000 ACCESSION NUMBER: 0000896017-06-000006 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060208 DATE AS OF CHANGE: 20060208 GROUP MEMBERS: BULLDOG INVESTORS GROUP MEMBERS: SCHULTZ INVESTMENT ADVISORS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BOULDER GROWTH & INCOME FUND CENTRAL INDEX KEY: 0000102426 IRS NUMBER: 132729672 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56589 FILM NUMBER: 06589865 BUSINESS ADDRESS: STREET 1: 1680 38TH STREET STREET 2: SUITE 800 CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3034445483 MAIL ADDRESS: STREET 1: 1680 38TH STREET STREET 2: SUITE 800 CITY: BOULDER STATE: CO ZIP: 80301 FORMER COMPANY: FORMER CONFORMED NAME: USLIFE INCOME FUND INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OPPORTUNITY PARTNERS L P CENTRAL INDEX KEY: 0000896017 IRS NUMBER: 113132092 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLESANTVILLE STATE: NY ZIP: 10570 BUSINESS PHONE: 9147475262 MAIL ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 SC 13D/A 1 thirdthree.txt SCHEDULE 13DA DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT N.A. 1. NAME OF REPORTING PERSON Bulldog Schultz Group 2. CHECK THE BOX IF MEMBER OF A GROUP a[] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS NA 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 NA 8. SHARED VOTING POWER NA 9. SOLE DISPOSITIVE POWER NA____________________________________________________ 10. SHARED DISPOSITIVE POWER NA 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 3,226,685 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 28.48% 14. TYPE OF REPORTING PERSON NA ___________________________________________________________ 1. NAME OF REPORTING PERSON Bulldog Investors, Phillip Goldstein, Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS NA 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 NA 8. SHARED VOTING POWER NA 9. SOLE DISPOSITIVE POWER NA____________________________________________________ 10. SHARED DISPOSITIVE POWER NA 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 1,031,300 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 9.1% 14. TYPE OF REPORTING PERSON NA ___________________________________________________________ 1. NAME OF REPORTING PERSON Phillip Goldstein 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 257,800 8. SHARED VOTING POWER 37,300 9. SOLE DISPOSITIVE POWER 682,400 ____________________________________________________ 10. SHARED DISPOSITIVE POWER 348,900 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 1,031,300 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 9.1% 14. TYPE OF REPORTING PERSON IA ___________________________________________________________ 1. NAME OF REPORTING PERSON 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 348,900 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 0__________________________________________________________ 10. SHARED DISPOSITIVE POWER 348,900 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 348,900 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 3.38% 14. TYPE OF REPORTING PERSON IA ________________________________________________________________ 1. NAME OF REPORTING PERSON Schultz Investment Advisors, Inc. 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 0 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 0__________________________________________________________ 10. SHARED DISPOSITIVE POWER 2,195,385 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 2,195,385 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 19.38% 14. TYPE OF REPORTING PERSON IA ________________________________________________________________ The following constitutes Amendment No. 3 to the Schedule 13D fled by the undersigned on May 23, 2005. This Amendment No. 3 amends the Schedule 13D as specifically set forth. Item 2 is amended as follows: 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, 43 Waterford Drive, Montville, NJ 07045, also a principal of Bulldog Investors. Mr. Goldstein and Mr. Dakos are self-employed investment advisors. This statement is also filed on behalf of Schultz Investment Advisors, Inc. 160 E Grand River Road, Suite B, Williamston, MI 48895. Schultz Investment Advisors, Inc. is a registered investment advisor. Scott T. Schultz is Chairman of Schultz Investment Advisors, Inc. During the past 5 years neither Mr. Goldstein nor Mr. Dakos 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. Pursuant to a proceeding by the Securities and Exchange Commision ("SEC"), an Offer of Settlement by Schultz Investment Advisors, Inc. and Scott Schultz (together, "Schultz"), a Consent by Schultz to the entry of an Order as set forth in the Offer, and acceptance by the SEC of the Offer of Settlement, Schultz is subject to an Order, which contains findings that Schultz neither admits nor denies. Please refer to http://www.sec.gov/litigation/admin/33-8650.pdf. Each of the above are United States citizens or entities. Item 4 is amended as follows: ITEM 4. PURPOSE OF TRANSACTION The filing persons have formed a group (the "Bulldog - Schultz Group") with the objective of affording all shareholders of the issuer an opportunity to obtain net asset value for their shares. The Bulldog - Schultz Group beneficially owns 28.48% of the issuer's outstanding shares. The members of the Bulldog - Schultz Group have not agreed to take any specific measures to achieve the group's objective and they have no agreement to buy, sell, hold or vote their shares together. Any member of the Bulldog - Schultz Group may take actions it deems to be consistent with the group's objective without the consent of any other members of the group. In addition, any member of the Bulldog - Schultz Group may act in the best interests of its own clients regardless of whether such action is in the best interest of the Group. Full Value Advisors, LLC, the general partner of Full Value Partners L.P., a member of the Bulldog - Schultz Group has agreed to indemnify Scott Schultz, Schultz Investment Advisors, Inc., Calton & Associates, Inc., Dwayne Calton, and all the investors that own shares in the issuer and whose accounts are managed by Schultz Investment Advisors, Inc. for a total up to $1 million for any legal (or related) expenses they may incur as a result of their joining the Bulldog - Schultz Group. Item 5 is amended as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER a. As per the annual report filed on 2/7/2006 there were 11,327,784 shares outstanding as of 11/30/2005. The percentage set forth in this item 5 was derived using such number. Bulldog Investors, Phillip Goldstein and Andrew Dakos are deemed to be the beneficial owner of 1,031,300 shares of BIF or 9.1% of the outstanding shares. Schultz Investment Advisors, Inc. has the authority to dispose of 2,195,385 shares of BIF or 19.38% of the outstanding shares. b. Power to dispose of securities resides solely with Mr. Phillip Goldstein for 682,400 shares. Power to vote securities resides solely with Phillip Goldstein for 257,800 shares and jointly for 37,300 shares. . Power to dispose of securities resides jointly with Phillip Goldstein and Andrew Dakos for 348,900 shares. Power to vote securities resides solely with Andrew Dakos for 348,900. Schultz Investment Advisors, Inc. has shared dispositive power over 2,195,385 shares of BIF. c. During the last sixty days the following shares of common stock were traded: SCHULTZ INVESTMENT ADVISORS 12/1/2005 BUY 2600 6.9985 12/1/2005 BUY 3565 6.9985 12/1/2005 BUY 5815 6.9985 12/1/2005 BUY 2500 6.9985 12/1/2005 BUY 2500 6.9985 12/2/2005 BUY 5007.04 12/2/2005 BUY 2000 7.04 12/2/2005 BUY 3000 7.04 12/5/2005 BUY 1007.0496 12/5/2005 BUY 6007.0496 12/5/2005 BUY 1007.0496 12/5/2005 BUY 1007.0496 12/5/2005 BUY 1007.0496 12/5/2005 BUY 1007.0496 12/5/2005 BUY 1500 7.0496 12/12/2005 SELL 3500 6.95 12/13/2005 SELL 3256.94 12/13/2005 SELL 25 6.94 12/13/2005 SELL 1506.9348 12/19/2005 BUY 2506.9729 12/19/2005 BUY 2506.9729 12/19/2005 BUY 2006.9729 12/30/2005 BUY 1000 7.03 1/3/2006SELL 2050 7 1/4/2006SELL 2800 7.022 1/4/2006SELL 2700 7.022 1/4/2006SELL 58200 7.022 1/4/2006SELL 2800 7.022 1/6/2006SELL 1250 7.05 1/6/2006SELL 1250 7.05 1/11/2006 SELL 19600 7.0849 1/12/2006 SELL 15025 7.0994 1/13/2006 BUY 17 7.11 1/13/2006 BUY 20 7.11 1/13/2006 BUY 16 7.11 1/13/2006 BUY 23 7.11 1/13/2006 BUY 15 7.11 1/13/2006 BUY 95 7.11 1/17/2006 SELL 6307.0757 1/17/2006 SELL 5040 7.0757 1/17/2006 SELL 15330 7.0757 1/18/2006 SELL 3277.08 1/18/2006 SELL 2507 7.08 1/18/2006 SELL 8066 7.08 1/19/2006 SELL 1146 7.1 1/19/2006 SELL 9168 7.1 1/19/2006 SELL 27886 7.1 1/24/2006 SELL 4000 7.0929 1/24/2006 SELL 8850 7.0929 1/24/2006 SELL 3477.0929 1/24/2006 SELL 2385 7.0929 1/24/2006 SELL 8218 7.0929 1/24/2006 SELL 1250 7.0929 1/26/2006 SELL 2000 7.11 1/26/2006 SELL 3007.11 1/27/2006 SELL 1225 7.12 2/1/2006SELL 1000 7.25 2/1/2006SELL 10485 7.25 2/1/2006SELL 25 7.25 2/1/2006SELL 315 7.25 2/1/2006SELL 3175 7.25 2/2/2006SELL 14865 7.2697 2/2/2006SELL 400 7.2697 BULLDOG 1/17/06 BUY 15100 @ 7.07 1/18/06 BUY 2300 @ 7.06 1/19/06 BUY 8600 @ 7.1 BUY 1000 @ 7.09 1/20/06 BUY 6200 @ 7.06 1/24/06 BUY 6700 @ 7.1 BUY 20500 @ 7.09 BUY 5000 @ 7.08 1/25/06 BUY 6000 @ 7.08 2/1/06 BUY 15200 @ 7.25 2/2/06 BUY 15000 @ 7.23 d. Beneficiaries of managed accounts are entitled to receive any dividends or sales proceeds. e. NA Item 7 is amended as follows: ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1. Joint Filing Agreement 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: 2/8/06 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos Scott T. Schultz ___________________________ Signature Scott T. Schultz, Chairman, Schultz Investment Advisors, Inc. ___________________________ Name/Title Exhibit 1. Joint Filing Agreement In accordance with Rule 13d-1 (k) (1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13D(and all further amendments filed by them) with respect to the shares of BIF. Dated: 2/8/06 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos Scott T. Schultz ___________________________ Signature Scott T. Schultz, Chairman, Schultz Investment Advisors, Inc. ___________________________ Name/Title -----END PRIVACY-ENHANCED MESSAGE-----