0000902664-17-002179.txt : 20170504 0000902664-17-002179.hdr.sgml : 20170504 20170504171154 ACCESSION NUMBER: 0000902664-17-002179 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170504 DATE AS OF CHANGE: 20170504 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND CENTRAL INDEX KEY: 0001278460 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83677 FILM NUMBER: 17815085 BUSINESS ADDRESS: STREET 1: 227 WEST MONROE STREET CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-357-0394 MAIL ADDRESS: STREET 1: 227 WEST MONROE STREET CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: ADVENT CLAYMORE GLOBAL TOTAL RETURN FUND DATE OF NAME CHANGE: 20040416 FORMER COMPANY: FORMER CONFORMED NAME: ADVENT CLAYMORE GLOBAL CONVERTIBLE OPPORT INCOME FD DATE OF NAME CHANGE: 20040203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Saba Capital Management, L.P. CENTRAL INDEX KEY: 0001510281 IRS NUMBER: 800361690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 405 LEXINGTON AVENUE STREET 2: 58TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 BUSINESS PHONE: 212-542-4635 MAIL ADDRESS: STREET 1: 405 LEXINGTON AVENUE STREET 2: 58TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 SC 13D/A 1 p17-1138sc13da.htm SABA CAPITAL MANAGEMENT, L.P.

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
 

Advent/Claymore Enhanced Growth & Income Fund

(Name of Issuer)
 

Common Stock, $0.001 par value per share

(Title of Class of Securities)
 

00765E104

(CUSIP Number)
 

Saba Capital Management, L.P.

405 Lexington Avenue

58th Floor

New York, NY 10174

Attention: Michael D’Angelo

(212) 542-4635

 

with a copy to:

 

Eleazer Klein, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

May 2, 2017

(Date of Event Which Requires Filing of This Statement)
 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [X]

 

(Page 1 of 5 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 00765E104SCHEDULE 13D/APage 2 of 5 Pages

 

 

1

NAME OF REPORTING PERSON

Saba Capital Management, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

1,340,954

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,340,954

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,340,954

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.9%1

14

TYPE OF REPORTING PERSON

PN; IA

         

 

 

 

 

 

 

 

 

 

 

____________________________

1 The percentages used in this Schedule 13D/A are calculated based upon 13,603,025 Shares outstanding as of April 28, 2017 as disclosed in the Standstill Agreement (as defined in Item 4).

 

 

 

 

CUSIP No. 00765E104SCHEDULE 13D/APage 3 of 5 Pages

 

 

1

NAME OF REPORTING PERSON

Boaz R. Weinstein

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

1,340,954

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,340,954

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,340,954

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.9%1

14

TYPE OF REPORTING PERSON

IN

         

 

 

 

 

 

 

 

 

____________________________

1 The percentages used in this Schedule 13D/A are calculated based upon 13,603,025 Shares outstanding as of April 28, 2017 as disclosed in the Standstill Agreement.

 

 

 

 

CUSIP No. 00765E104SCHEDULE 13D/APage 4 of 5 Pages

 

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2016 (the “Original Schedule 13D”), Amendment No. 1 filed with the SEC on January 11, 2017 (“Amendment No. 1”), and Amendment No. 2 filed with the SEC on May 2, 2017, (“Amendment No. 2,” and together with this Amendment No. 3, Amendment No. 1 and the Original Schedule 13D, the “Schedule 13D”) with respect to the shares of common stock, $0.001 per share (the “Shares”), of Advent/Claymore Enhanced Growth & Income Fund (the “Issuer”). This Amendment No. 3 amends Item 4 as set forth below.

 

Item 4. PURPOSE OF TRANSACTION
   
  The first sentence of Item 4 of Amendment No. 2 is hereby amended and restated as follows:
   
  On April 28, 2017, the Reporting Persons entered into a standstill agreement (the “Standstill Agreement”) with the Issuer (together with the Reporting Persons, the “Standstill Parties”) whereby the parties agreed, among other things, and subject to certain conditions, that the Board of Trustees (the “Board”) of the Issuer will cause the Issuer to commence an in-kind tender offer for up to 32.5% of its outstanding Shares, subject to certain terms and conditions (the “Tender Offer”), with such Tender Offer to be conducted on substantially the terms described in the application, as filed with the SEC on August 10, 2016, as amended on December 20, 2016, March 10, 2017, March 15, 2017 and March 24, 2017, for an exemptive order from the SEC under Section 17(b) of the Investment Company Act of 1940.

 

 

CUSIP No. 00765E104SCHEDULE 13D/APage 5 of 5 Pages

 

 

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: May 4, 2017

 

 

SABA CAPITAL Management, L.P.

 

/s/ Michael D’Angelo

 

Name: Michael D’Angelo

Title: Chief Compliance Officer

   
 

BOAZ R. WEINSTEIN

 

/s/ Michael D’Angelo

  Name: Michael D’Angelo
  Title: Attorney-in-fact*
   
* Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823