-----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, Qn4deF7q12vFI28aFp4AMedzrlrkyPZuspdbMxcjBWLT4Nf0PYxuFS4dX4AQ4p6g SBldLA2i3d5hxhLmxjI1YQ== 0000921895-08-002016.txt : 20080711 0000921895-08-002016.hdr.sgml : 20080711 20080711164306 ACCESSION NUMBER: 0000921895-08-002016 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080711 DATE AS OF CHANGE: 20080711 EFFECTIVENESS DATE: 20080711 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DWS GLOBAL COMMODITIES STOCK FUND, INC. CENTRAL INDEX KEY: 0001296115 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-21600 FILM NUMBER: 08949345 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-454-6778 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 FORMER COMPANY: FORMER CONFORMED NAME: Scudder Global Commodities Stock Fund, Inc. DATE OF NAME CHANGE: 20040924 FORMER COMPANY: FORMER CONFORMED NAME: Scudder Commodities Stock Fund, Inc. DATE OF NAME CHANGE: 20040701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN INVESTMENT LLC CENTRAL INDEX KEY: 0001286207 IRS NUMBER: 870623442 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 7050 S. UNION PARK CENTER, SUITE 590 CITY: MIDVALE STATE: UT ZIP: 84047 BUSINESS PHONE: 801-568-1400 MAIL ADDRESS: STREET 1: 7050 S. UNION PARK CENTER, SUITE 590 CITY: MIDVALE STATE: UT ZIP: 84047 DFAN14A 1 dfan14a06290021_07112008.htm dfan14a06290021_07112008.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
 
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.  )

Filed by the Registrant   ¨

Filed by a Party other than the Registrant   x

Check the appropriate box:

o           Preliminary Proxy Statement

¨           Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

¨           Definitive Proxy Statement

¨           Definitive Additional Materials

x           Soliciting Material Under Rule 14a-12

DWS GLOBAL COMMODITIES STOCK FUND, INC.
(Name of Registrant as Specified in Its Charter)
 
WESTERN INVESTMENT LLC
WESTERN INVESTMENT HEDGED PARTNERS L.P.
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
ARTHUR D. LIPSON
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
BENCHMARK PLUS MANAGEMENT, L.L.C.
SCOTT FRANZBLAU
ROBERT FERGUSON
WILLIAM J. ROBERTS
GARY G. SCHLARBAUM
ROBERT A. WOOD
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x           No fee required.

¨           Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 



(1)           Title of each class of securities to which transaction applies:
 


(2)           Aggregate number of securities to which transaction applies:
 


 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 


(4)           Proposed maximum aggregate value of transaction:
 


(5)           Total fee paid:
 


¨           Fee paid previously with preliminary materials:
 


¨           Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
 

 
(1)           Amount previously paid:
 


(2)           Form, Schedule or Registration Statement No.:
 


(3)           Filing Party:
 


(4)           Date Filed:
 

 
 

 

 
Western Investment LLC (“Western Investment”), together with the other participants named herein, is filing materials contained in this Schedule 14A with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the election of four nominees as directors at the 2008 annual meeting of stockholders (the “Annual Meeting”) of DWS Global Commodities Stock Fund, Inc. (the “Fund”).  Western Investment has not yet filed a proxy statement with the SEC with regard to the Annual Meeting.
 
Item 1: On July 11, 2008, Western Investment issued the following press release and posted the press release on www.valueforum.com.  Western Investment may in the future make such information available to stockholders at www.fixmyfund.com.
 
PRESS RELEASE
 
DWS GLOBAL COMMODITIES STOCK FUND, INC. (NYSE:GCS) TENDER OFFER TO EXPIRE JULY 14, 2008
 
Western Investment Encourages Shareholders to Tender Shares Before Deadline
 
New York, NY – July 11, 2008 – Western Investment LLC (“Western Investment”) issued a statement today encouraging shareholders of DWS Global Commodities Stock Fund, Inc. (NYSE:GCS) to tender their shares before GCS’s tender offer expires at 5:00 p.m. on July 14, 2008.  GCS has commenced a tender offer to purchase up to 5% of its outstanding shares at 98% of net asset value.  This tender offer is the sixth and final in GCS’s program of tender offers for GCS’s common stock, which have taken place for six consecutive semi-annual periods, beginning with the semi-annual period ending December 2005.  Western Investment, together with its affiliates, is the largest shareholder of GCS, beneficially owning approximately 9.7% of GCS.
 
Art Lipson, the managing member of Western Investment, stated, “As the conclusion of GCS’s sixth and final required semi-annual tender offers approaches, GCS is still trading at a disappointing 87% of its net asset value.  Since GCS is offering to purchase its shares at 98% of NAV, we have tendered our shares and we encourage all shareholders to tender their shares as well.  Given GCS’s historically steep discount to NAV, we believe that the tender of their shares is the closest shareholders will get to realizing full value of their investment in GCS.”
 
Mr. Lipson continued, “It is clear that the Board has not taken sufficient action to address GCS’s substantial discount to NAV and we believe that this tender offer is a referendum on GCS’s status.  The tender by holders of 50% or more of GCS’s outstanding shares should send a clear message to the Board of shareholder dissatisfaction with the status quo.  Should a majority of shareholders tender their shares, we believe the Board should respect their wishes and take significant and decisive action to ensure that shareholders receive full value for their investment in GCS including, among other things, converting to an exchange-traded fund or exchange-traded note, or as a last resort, open-ending or liquidating GCS.”
 
Mr. Lipson concluded, “If the Board acts in a responsible manner, Western Investment will work together with them.  If they do not act promptly to increase shareholder value, Western Investment will consider all options including electing new directors more responsive to shareholders or replacing the investment manager.”
 

 
CERTAIN INFORMATION CONCERNING PARTICIPANTS
 
Western Investment LLC (“Western Investment”), together with the other Participants (as defined below) named herein, intend to make a preliminary filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement and accompanying proxy card to be used to solicit votes for the election of its slate of nominees at the 2008 annual meeting of shareholders of DWS Global Commodities Stock Fund, Inc., a Maryland corporation (the “Fund”).
 
WESTERN INVESTMENT STRONGLY ADVISES ALL STOCKHOLDERS OF THE FUND TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV.  IN ADDITION, THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF DEFINITIVE PROXY MATERIALS, WITHOUT CHARGE, UPON REQUEST.
 
The participants in the solicitation are anticipated to be Western Investment, a Delaware limited liability company, Western Investment Hedged Partners L.P., a Delaware limited partnership (“WIHP”), Western Investment Activism Partners LLC, a Delaware limited liability company (“WIAP”), Western Investment Total Return Partners L.P., a Delaware limited partnership (“WITRP”), Arthur D. Lipson (“Mr. Lipson,” and together with Western Investment, WIHP, WIAP and WITRP, the “Western Entities”), Benchmark Plus Institutional Partners, L.L.C., a Delaware limited liability company (“BPIP”), Benchmark Plus Management, L.L.C., a Delaware limited liability company (“BPM”), Scott Franzblau (“Mr. Franzblau”), Robert Ferguson (“Mr. Ferguson,” and together with BPIP, BPM and Mr. Franzblau, the “Benchmark Entities”), William J. Roberts (“Mr. Roberts”), Gary G. Schlarbaum (“Mr. Schlarbaum”) and Robert A. Wood (“Professor Wood,” and collectively with the Western Entities, the Benchmark Entities, Mr. Roberts and Mr. Schlarbaum, the “Participants”).
 
As of the close of business on July 10, 2008, WIHP, WIAP and WITRP beneficially owned 462,764, 607,267 and 629,879 Shares, respectively.  As the managing member of WIAP and the general partner of each of WIHP and WITRP, Western Investment may be deemed to beneficially own the 1,699,910 Shares owned in the aggregate by WIHP, WIAP and WITRP, in addition to the 1,237.24 Shares it holds directly.  As the managing member of Western Investment, Mr. Lipson may be deemed to beneficially own the 1,701,147.24 Shares beneficially owned by Western Investment.  As members of a group for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, the Western Entities may be deemed to beneficially own the 256,800 Shares owned by the other Participants.  The Western Entities disclaim beneficial ownership of such Shares.
 

 
As of close of business on July 10, 2008, each of WIHP, WITRP and Western Investment Total Return Fund Ltd. (“WITRL”), a Cayman Islands corporation of which Western Investment serves as the investment manager with sole investment power, was a party to certain equity swap arrangements (the “Swap Arrangements”) with a financial institution (the “Bank”) as the counterparty.  Pursuant to these Swap Arrangements, each of WIHP, WITRP and WITRL is obligated to pay to the Bank the equity notional amount on a total of 90,900, 10,000 and 182,300 Shares, respectively, subject to the Swap Arrangements (the “Reference Shares”) as of the beginning of the valuation period (which resets monthly), plus interest.  At the termination of the Swap Arrangements, the Bank is obligated to pay to each of WIHP, WITRP and WITRL the market value of their respective interest in the Reference Shares as of the end of the valuation period.  Any dividends received by the Bank on the Reference Shares during the term of the Swap Arrangements will be paid to WIHP, WITRP and WITRL.  All balances will be cash settled and there will be no transfer to WIHP, WITRP or WITRL of voting or dispositive power over the Reference Shares.  The Swap Arrangements expire on May 5, 2009.  Each of the Participants disclaims beneficial ownership of the Reference Shares except to the extent of his or its pecuniary interest therein.  The Reference Shares are not included as part of the totals, with respect to Shares, disclosed herein by the Participants.
 
As of the close of business on July 10, 2008, BPIP beneficially owned 256,800 Shares.  As the managing member of BPIP, BPM may be deemed to beneficially own the 256,800 Shares owned by BPIP.  As managing members of BPM, Messrs. Franzblau and Ferguson may be deemed to beneficially own the 256,800 Shares beneficially owned by BPM.  As members of a group for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, the Benchmark Entities may be deemed to beneficially own the 1,701,147.24 Shares owned by the other Participants.  The Benchmark Entities disclaim beneficial ownership of such Shares.
 
Mr. Roberts does not directly own any Shares.  As a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, Mr. Roberts may be deemed to beneficially own the 1,957,947.24 Shares beneficially owned in the aggregate by the other Participants.  Mr. Roberts disclaims beneficial ownership of such Shares.
 
Mr. Schlarbaum does not directly own any Shares.  As a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, Mr. Schlarbaum may be deemed to beneficially own the 1,957,947.24 Shares beneficially owned in the aggregate by the other Participants.  Mr. Schlarbaum disclaims beneficial ownership of such Shares.
 
Professor Wood does not directly own any Shares.  As a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, Professor Wood may be deemed to beneficially own the 1,957,947.24 Shares beneficially owned in the aggregate by the other Participants.  Professor Wood disclaims beneficial ownership of such Shares.
-----END PRIVACY-ENHANCED MESSAGE-----