-----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, NtliJgW1oCyDsCqDfOa1hgcuxfQyh3QiV7dr1CmTjgw3EiGJGqA85Xkh9PBZZxe7 EWSTMg1An0MuhAQ7z+hoeA== 0001067621-07-000036.txt : 20071019 0001067621-07-000036.hdr.sgml : 20071019 20071019145936 ACCESSION NUMBER: 0001067621-07-000036 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071019 DATE AS OF CHANGE: 20071019 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BULLDOG INVESTORS GROUP MEMBERS: PHILLIP GOLDSTEIN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDSTEIN PHILLIP CENTRAL INDEX KEY: 0001067621 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 9147475262 MAIL ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BANCROFT FUND LTD CENTRAL INDEX KEY: 0000009521 IRS NUMBER: 042476994 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-19660 FILM NUMBER: 071180912 BUSINESS ADDRESS: STREET 1: 65 MADISON AVENUE STREET 2: SUITE 550 CITY: MORRISTOWN STATE: NJ ZIP: 07960 BUSINESS PHONE: (973) 631-1177 MAIL ADDRESS: STREET 1: 65 MADISON AVENUE STREET 2: SUITE 550 CITY: MORRISTOWN STATE: NJ ZIP: 07960 FORMER COMPANY: FORMER CONFORMED NAME: BANCROFT CONVERTIBLE FUND INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 bcvthird.txt DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 10/15/07 1. NAME OF REPORTING PERSON Bulldog Investors, Phillip Goldstein and Andrew Dakos 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 347,506 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 347,506 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 347,506 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] 13. PERCENT OF CLASS REPRESENTED BY ROW 11 6.17% 14. TYPE OF REPORTING PERSON IA The filing constitutes amendment # 1 to the Schedule 13d filed by Bulldog Investors, Phillip Goldstein and Andrew Dakos on 5/30/07. This amendment # 1 amends the schedule 13d as specifically set forth. Item 4 is amended as follows: ITEM 4. PURPOSE OF TRANSACTION The filing persons intend to nominate for election to the board of trustees one person to oppose each nominee proposed by the board (see exhibit 1). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER a) -b) As per the Form NCSR filed on 12/28/06 there were 5,625,134 shares of BCV outstanding as of 10/31/06. The percentage set forth in item 5 was derived using such number. Bulldog Investors, Phillip Goldstein, Andrew Dakos and accounts managed by the filing persons beneficially own an aggregate of 347,506 shares of BCV or 6.17% of the outstanding shares. Power to dispose and vote securities lie solely with Phillip Goldstein and Andrew Dakos. c) During the past 60 days the following shares of BCV were purchased (there were no sales): Quantity Price Trade Date 500 21.37 10/18/2007 1,400 21.51 10/17/2007 1,600 21.6 10/15/2007 2,711 21.66 10/12/2007 900 21.66 10/12/2007 2,400 21.68 10/11/2007 900 21.66 10/12/2007 900 21.66 10/12/2007 3,600 21.5 10/5/2007 1,200 21.53 10/3/2007 1,100 21.4 10/2/2007 563 21.4808 10/1/2007 2,500 21.4808 10/1/2007 1,000 21.35 9/28/2007 600 20.7 9/6/2007 d) Beneficial owners of the accounts managed by the filing persons 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. None. Item 7 is amended as follows ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1. Advance Notification Dated: 10/19/07 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /s/ Andrew Dakos Name:: Andrew Dakos Exhibit 1. Advance Notification Opportunity Partners L.P., Park 80 West - Plaza Two, Suite C04, Saddle Brook, NJ 07663 201-556-0092 // Fax 201-556-0097 // info@bulldoginvestors.com October 15, 2007 Thomas H. Dinsmore Chairman of the Board of Trustees Bancroft Fund Ltd. 65 Madison Avenue, Suite 550 Morristown, NJ 07960-7308 Dear Tom: On October 3rd, we discussed Bancroft?s discount with you and your lawyer in good faith. You said the trustees would consider measures to address the discount at their next meeting and we agreed to wait until then before taking any action. We recently learned that you deceived us because you were planning to file a lawsuit against us that very day! We therefore conclude that you are untrustworthy and that as a result, we must protect our investment in Bancroft. Please be advised and advise Bancroft's Secretary that we intend at the 2008 annual meeting of shareholders to nominate for election to the board of trustees one person to oppose each nominee proposed by the board. Our understanding is that there are eight trustees, three of whose terms will expire in 2008. In addition, based on the announced retirement of Mr. McMullin as of October 1, 2007, we are nominating a fourth person in anticipation that an election will be held to fill Mr. McMullin?s vacated seat. Opportunity Partners owns of record 100 shares of Bancroft and beneficially owns 81,242 shares which are held in street name. Please see our schedule 13D filings for further details regarding our investment in Bancroft. The Nominees are: Andrew Dakos (born 1966); Park 80 West, Plaza Two, Suite 750, Saddle Brook, NJ 07663 - Mr. Dakos is a self-employed investment advisor and a principal of the general partner of five investment partnerships in the Bulldog Investors group of funds: Opportunity Partners L.P., Opportunity Income Plus Fund L.P., Full Value Partners L.P., Full Value Special Situations Fund L.P., and Full Value Offshore L.P. He has been a director of the Mexico Equity and Income Fund since 2001 and Brantley Capital Corporation since 2007. Phillip Goldstein (born 1945); 60 Heritage Drive, Pleasantville, NY 10570 - Mr. Goldstein is an investment advisor and a principal of the general partner of five investment partnerships in the Bulldog Investors group of funds: Opportunity Partners L.P., Opportunity Income Plus Fund L.P., and Full Value Partners L.P. He has been a director of the Mexico Equity and Income Fund since 2000 and Brantley Capital Corporation since 2001. Gerald Hellerman (age 69); 10965 Eight Bells Lane, Columbia, MD 21044 -- Mr. Hellerman owns and has served as Managing Director of Hellerman Associates, a financial and corporate consulting firm, since the firm's inception in 1993. Mr. Hellerman currently serves as a director, chief financial officer and chief compliance officer for The Mexico Equity and Income Fund, Inc.; a director of MVC Capital, Inc.; a director of the Old Mutual 2100 fund complex (consisting of six funds).; a director and President of Innovative Clinical Solutions, Ltd., a company formerly engaged in clinical trials and physician network management which is currently in liquidation; a director of Brantley Capital Corporation; and a director of AirNet Systems, Inc. since 2005. Rajeev Das (born 1968); 68 Lafayette Ave., Dumont, NJ 07628 -- Principal of Bulldog Investors, a group of investment funds and Managing Member of the general partner of Opportunity Income Plus L.P.; Currently director of Mexico Equity and Income Fund, Inc. (since 2001) In 2006 served as director of Brantley Capital. None of the nominees except me owns any shares of Bancroft. My wife and I beneficially own 14,363 shares. Each nominee has consented to serve as a trustee if elected. There are no arrangements or understandings between Opportunity Partners and any nominee in connection with the nominations. Please advise us immediately if this notice is deficient in any way so that we can promptly cure any deficiency. Very truly yours, Phillip Goldstein President Kimball & Winthrop, Inc General Partner 1. The lawsuit itself appears to be motivated by malice. In addition to the draconian relief sought and a complete lack of merit to the allegation that we violated Section 12(d)(1)(A) (See Goldstein v. Lincoln Nat'l Convertible Secs. Fund, Inc., 140 F. Supp.2d 424, 435 (E.D. Pa. 2001), vacated in part, appeal dismissed, Goldstein v. Lincoln Nat'l Convertible Secs. Fund, Inc., No. 01-2258, 2003 WL 1846095 (3rd Cir. Apr. 02, 2003)), there is, as we previously informed you, no longer a private right of action under that section. (See meVC Draper Fischer Jurvetson Fund, Inc., v. Millennium Partners, 260 F.Supp. 2d 616 (S.D.N.Y., 2003) ) -----END PRIVACY-ENHANCED MESSAGE-----