0001504304-17-000019.txt : 20170228
0001504304-17-000019.hdr.sgml : 20170228
20170228154431
ACCESSION NUMBER: 0001504304-17-000019
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20170228
DATE AS OF CHANGE: 20170228
GROUP MEMBERS: ANDREW DAKOS
GROUP MEMBERS: BULLDOG INVESTORS, LLC
GROUP MEMBERS: PHILLIP GOLDSTEIN
GROUP MEMBERS: STEVEN SAMUELS
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: SWISS HELVETIA FUND, INC.
CENTRAL INDEX KEY: 0000813623
IRS NUMBER: 000000000
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-53317
FILM NUMBER: 17647321
BUSINESS ADDRESS:
STREET 1: 875 THIRD AVENUE
STREET 2: 22ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 8007302932
MAIL ADDRESS:
STREET 1: 875 THIRD AVENUE
STREET 2: 22ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
FORMER COMPANY:
FORMER CONFORMED NAME: SWISS HELVETIA FUND INC
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: HELVETIA FUND INC
DATE OF NAME CHANGE: 19900820
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Bulldog Investors, LLC
CENTRAL INDEX KEY: 0001504304
IRS NUMBER: 270926182
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: PARK 80 WEST - PLAZA TWO
STREET 2: 250 PEHLE AVE. SUITE 708
CITY: SADDLE BROOK
STATE: NJ
ZIP: 07663
BUSINESS PHONE: 201 556-0092
MAIL ADDRESS:
STREET 1: PARK 80 WEST - PLAZA TWO
STREET 2: 250 PEHLE AVE. SUITE 708
CITY: SADDLE BROOK
STATE: NJ
ZIP: 07663
FORMER COMPANY:
FORMER CONFORMED NAME: Brooklyn Capital Management LLC
DATE OF NAME CHANGE: 20101026
SC 13D/A
1
thirda.txt
SCHEDULE 13D/A
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
2/28/17
1. NAME OF REPORTING PERSON
Bulldog Investors, LLC
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
DE
___________________________________________________________
7. SOLE VOTING POWER
947,910
8. SHARED VOTING POWER
1,080,533
9. SOLE DISPOSITIVE POWER
947,910
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,080,533
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
2,028,443 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.20%
14. TYPE OF REPORTING PERSON
IA
___________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein
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
947,910
8. SHARED VOTING POWER
1,080,533
9. SOLE DISPOSITIVE POWER
947,910
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,080,533
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
2,028,443 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.20%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
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
947,910
8. SHARED VOTING POWER
1,080,533
9. SOLE DISPOSITIVE POWER
947,910
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,080,533
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
2,028,443 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.20%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Steven Samuels
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
947,910
8. SHARED VOTING POWER
1,080,533
9. SOLE DISPOSITIVE POWER
947,910
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,080,533
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
2,028,443 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.20%
14. TYPE OF REPORTING PERSON
IN
_______________________________________________________
Item 1. SECURITY AND ISSUER
This statement constitutes Amendment #6 to the schedule 13d
filed September 23, 2016. Except as specifically set forth
herein, the Schedule 13d remains unmodified.
ITEM 4. PURPOSE OF TRANSACTION
See exhibit A - Letter to the Company Directors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the N-Q filed on 11/29/16, there were 28,172,931 shares of
common stock outstanding as of 9/30/16. The percentages set forth
herein were derived using such number. Phillip Goldstein, Andrew Dakos and
Steven Samuels own Bulldog Investors, LLC, a registered investment advisor.
As of February 27, 2017, Bulldog Investors, LLC is deemed to be the beneficial
owner of 2,028,443 shares of SWZ (representing 7.20% of SWZ's outstanding
shares) solely by virtue of Bulldog Investors LLC's power to direct the vote
of, and dispose of, these shares. These 2,028,443 shares of SWZ include 947,910
shares (representing 3.36% of SWZ's outstanding shares) that are beneficially
owned by: Mr. Goldstein and the following entities over which Messrs.
Goldstein, Dakos and Mr. Samuels exercise control: Opportunity Partners LP,
Calapasas West Partners, LP, Full Value Special Situations Fund, LP, Full Value
Offshore Fund, Ltd., Full Value Partners, LP, MCM Opportunity Partners, LP, and
Opportunity Income Plus, LP (collectively,"Bulldog Investors Group of Funds").
Bulldog Investors Group of Funds and Mr. Goldstein may be deemed to constitute
a group. All other shares included in the aforementioned 2,028,443 shares of SWZ
beneficially owned by Bulldog Investors, LLC (solely by virtue of its power to
sell or direct the vote of these shares) are also beneficially owned by clients
of Bulldog Investors, LLC who are not members of any group. The total number of
these "non-group" shares is 1,080,533 shares (representing 3.84% of SWZ's
outstanding shares).
(b) Bulldog Investors, LLC has sole power to dispose of and vote 947,910 shares.
Bulldog Investors, LLC has shared power to dispose of and vote 1,080,533 shares.
Certain of Bulldog Investors, LLC's clients (none of whom beneficially own more
than 5% of SWZ's shares) share this power with Bulldog Investors, LLC. Messrs.
Goldstein, Dakos and Samuels are control persons of Bulldog Investors, LLC.
c) Since the last filing on 2/16/17the following shares of SWZ were bought:
Date Shares Price
02/21/17 6,193 10.9825
02/22/17 3,650 10.9771
02/27/17 1,402 10.9500
d) Clients of Bulldog Investors, LLC 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.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exibit A
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: 2/28/2017
By: /S/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
By: /S/ Steven Samuels
Name: Steven Samuels
Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member
Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.
Exhibit A:
Full Value Partners, L.P., 250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663
201-881-7100 // pgoldstein@bulldoginvestors.com
February 28, 2017
The Board of Directors
The Swiss Helvetia Fund, Inc.
875 Third Avenue, 22nd Floor
New York, New York 10022
Attention: Abby L. Ingber, Secretary
Dear Directors:
Full Value Partners, L.P. beneficially owns 329,301 shares of The Swiss
Helvetia Fund, Inc. (the "Fund") including 100 shares in registered name. In
aggregate, Bulldog Investors, LLC, the investment advisor of Full Value
Partners and I beneficially own approximately 2 million shares of the Fund,
almost all are owned on behalf of clients.
Pursuant to Section 10 of Article I of the bylaws of the Fund, at the
Fund's next annual shareholder meeting, Full Value Partners intends to present
three proposals to makes changes to the Fund's bylaws. Full Value Partners has
not received any financial assistance, funding or other consideration from any
person regarding these proposals and has not engaged in any hedging
transactions in connection with its investment in the Fund. Full Value
Partners is part of a Section 13D group which intends to solicit proxies
from all stockholders of the Fund and intends to arrange to have a
representative present at the meeting to present the proposals.
Proposal 1 is to amend the Fund's bylaws to simplify the advance notice
requirements for stockholders seeking to present a proposal or a nominee for
director at a meeting of stockholders. The text of Proposal 1 is as follows:
Section 10 of Article I (Advance Notice of Stockholder Nominees for
Director and Other Stockholder Proposals) is rescinded and replaced
with the following:
Section 10. (Advance Notice of Stockholder Nominees for Director and
Other Stockholder Proposals)
To be properly brought before the annual meeting, the business
(including nominations of persons for election to the Board of
Directors of the Corporation) must be either (i) specified in the
notice of annual meeting (or any supplement or amendment thereto)
given by or at the direction of the Board of Directors, (ii) otherwise
brought before the annual meeting by or at the direction of the Board
of Directors, or (iii) otherwise properly brought before the annual
meeting by any stockholder (a) who is a beneficial stockholder of the
Corporation at the annual meeting, and (b) provides notice containing
the names and addresses of any nominees for election as directors and
a brief description of any proposal(s) to be presented for a vote at
the annual meeting in writing to the Secretary of the Corporation not
less than the later of (i)sixty (60) days in advance of the anniversary
of the previous year's annual meeting date (the "Anniversary Date") or
(ii) ten (10) days following the date of public disclosure of the date
of such meeting reasonably calculated to inform stockholders.
The purpose of Proposal 1 is to (1) eliminate unnecessary impediments to
exercise of the stockholder franchise, (2) simplify the requirements for
stockholders that intend to submit nominations or proposals for a stockholder
vote, and (3) deter litigation.
Proposal 2 is "To rescind Section 2 of Article II of the Fund's bylaws
(Qualifications for Office)." The purpose of Proposal 2 is to (1) eliminate
an unnecessary impediment to exercise of the stockholder franchise, and
(2) deter litigation.
Proposal 3 is to amend the Fund's bylaws to establish and clarify that a
vote of the holders of a majority of the shares present at a meeting of
stockholders at which a quorum exists is sufficient to change the bylaws.
The text of Proposal 3 is as follows:
The last sentence of Article VII shall be deleted and replaced with the
following sentence:
However, these By-Laws and any amendment thereof, including the By-Laws
adopted by the Board of Directors, may be altered, amended or repealed
and other By-Laws may be adopted by a vote of the holders of a majority
of the shares present at a meeting of stockholders at which a quorum
exists.
We believe it is unsettled law as to whether the 75% super-majority vote
set forth in Article VII (but apparently not in the Fund's Article of
Incorporation) is valid. Consequently, the purpose of Proposal 3 is to (1)
clarify the vote sufficient for shareholders to make changes to the bylaws and,
(2) deter litigation.
Please contact me if you or the directors would like to discuss these
proposals.
Sincerely yours,
/S/Phillip Goldstein
Phillip Goldstein
Member
Full Value Advisors, LLC
General Partner