0001245551-15-000005.txt : 20150507
0001245551-15-000005.hdr.sgml : 20150507
20150507140908
ACCESSION NUMBER: 0001245551-15-000005
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150320
FILED AS OF DATE: 20150507
DATE AS OF CHANGE: 20150507
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BOULDER TOTAL RETURN FUND INC
CENTRAL INDEX KEY: 0000895422
IRS NUMBER: 954405635
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1130
BUSINESS ADDRESS:
STREET 1: 2344 SPRUCE STREET
STREET 2: SUITE A
CITY: BOULDER
STATE: CO
ZIP: 80302
BUSINESS PHONE: 3034445483
MAIL ADDRESS:
STREET 1: 2344 SPRUCE STREET
STREET 2: SUITE A
CITY: BOULDER
STATE: CO
ZIP: 80302
FORMER COMPANY:
FORMER CONFORMED NAME: PREFERRED INCOME MANAGEMENT FUND INC
DATE OF NAME CHANGE: 19930328
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MILLER STEPHEN C
CENTRAL INDEX KEY: 0001245551
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11652
FILM NUMBER: 15840924
MAIL ADDRESS:
STREET 1: 2344 SPRUCE STREET
STREET 2: SUITE A
CITY: BOULDER
STATE: CO
ZIP: 80302
4/A
1
primary_doc.xml
PRIMARY DOCUMENT
X0306
4/A
2015-03-20
2015-03-24
0
0000895422
BOULDER TOTAL RETURN FUND INC
BTF
0001245551
MILLER STEPHEN C
2344 SPRUCE STREET
SUITE A
BOULDER
CO
80302
0
1
0
0
President
Common Stock
2015-03-20
4
D
0
1200
D
0
D
Common Stock
2015-03-20
4
D
0
2797
D
0
I
By Self as member of Erma Miller, LLC
On March 20, 2015, Boulder Total Return Fund, Inc. ("BTF"), The Denali Fund Inc. ("DNY") and First Opportunity Fund, Inc. ("FOFI") reorganized into Boulder Growth & Income Fund, Inc. ("BIF") (the "Reorganization") pursuant to that certain Agreement and Plan of Reorganization, dated as of March 5, 2015 (the "Agreement"). Pursuant to the Agreement, BIF acquired all of the assets and liabilities of BTF, DNY and FOFI in exchange for common shares of BIF (the "BIF Shares").
The Reorganization occurred based on the relative net asset values ("NAV") of BIF, BTF, DNY and FOFI as of the close of regular trading on the New York Stock Exchange on March 20, 2015. At such time, BIF reported net assets of $273,608,352.67 and a NAV per share of $10.73; and BTF reported net assets of $413,286,769.95 and a NAV per share of $33.50. Holders of BTF shares received 3.121182 BIF Shares for each BTF share owned. Fractional shares were paid in cash.
In connection with the Reorganization, Stephen C. Miller received 3,745 BIF Shares (and cash for fractional shares, if any) for his 1,200 shares of BTF.
In connection with the Reorganization, Erma Miller, LLC received 8,729 BIF Shares (and cash for fractional shares, if any) for its 2,797 shares of BTF.
The members of Erma Miller, LLC ("EMLLC") are Erma Miller, Stephen C. Miller, William Miller, Susan Roof, and Cynthia Ziegler. Such members may be deemed to control EMLLC and may be deemed to possess indirect beneficial ownership of the shares held by EMLLC. Stephen C. Miller and Erma Miller, acting alone, can vote or exercise dispositive authority over shares held by EMLLC.
This Form 4/A (this "Amendment") is being filed by the Reporting Person to amend and restate in its entirety the Form 4 originally filed by the Reporting Person with the Securities and Exchange Commission on March 24, 2015 (the "Original Form 4"). This Amendment revises the Original Form 4 by (i) correcting the transaction codes in Column 3 of Table I to reflect that the disposition of shares was an exempt transaction under Rule 16b-3(e) and not an open market or private sale of non-derivative or derivative security and (ii) amending the footnotes to provide more adequate disclosure of the Reorganization.
/s/ Stephen C. Miller
2015-05-07