-----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, THnPkTa76a1hFw0fcEMWoItw8HfYxuXeIC0JeuuK9JyNoHEJqZ3JyskyO35a854W aU7ER4YVb03AE+r7mv4PMg== 0001462180-09-000021.txt : 20090615 0001462180-09-000021.hdr.sgml : 20090615 20090615104638 ACCESSION NUMBER: 0001462180-09-000021 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090615 DATE AS OF CHANGE: 20090615 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BULLDOG INVESTORS GROUP MEMBERS: PHILLIP GOLDSTEIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DREMAN CLAYMORE DIVIDEND & INCOME FUND CENTRAL INDEX KEY: 0001267890 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: 005-84510 FILM NUMBER: 09891174 BUSINESS ADDRESS: STREET 1: 2455 CORPORATE WEST DRIVE CITY: LISLE STATE: IL ZIP: 60532 BUSINESS PHONE: 6305053700 MAIL ADDRESS: STREET 1: 2455 CORPORATE WEST DRIVE CITY: LISLE STATE: IL ZIP: 60532 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bulldog Investors CENTRAL INDEX KEY: 0001462180 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PARK 80 WEST PLAZA TWO STREET 2: SUITE 750 CITY: SADDLE BROOK STATE: NJ ZIP: 07663 BUSINESS PHONE: 201 556-0092 MAIL ADDRESS: STREET 1: PARK 80 WEST PLAZA TWO STREET 2: SUITE 750 CITY: SADDLE BROOK STATE: NJ ZIP: 07663 SC 13D/A 1 thirda.txt SCHEDULE 13D DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 06/08/09 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 623,099 8. SHARED VOTING POWER 258,113 9. SOLE DISPOSITIVE POWER 881,212 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 881,212 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 9.71% 14. TYPE OF REPORTING PERSON IA _______________________________________________________ This statement constitutes Amendment #2 to the schedule 13d filed April 20, 2009. Except as specifically set forth herein, the Schedule 13d remains unmodified. ITEM 4. PURPOSE OF TRANSACTION On June 8, 2009 a member of the group sent a letter to the Issuer. See exhibit 1. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As per the June 5, 2009 press release regaring the 1 for 5 reverse split, there are 9,079,884 of common stock outstanding. The percentage set forth in item 5 was derived using such number. Bulldog Investors, Phillip Goldstein and Andrew Dakos beneficially own an aggregate of 811,212 shares of DCS or 9.71% of the outstanding shares.Power to dispose of and vote securities resides either with Mr. Goldstein, Mr. Dakos or with clients. c) Since the last Filing on 5/11/09 the following shares of DCS were purchased: Date: Shares: Price: 05/11/09 50,000 $2.0805 05/12/09 18,550 $2.0327 05/13/09 10,950 $1.9614 05/14/09 36,550 $1.9481 05/15/09 4,639 $1.9256 05/18/09 46,302 $1.9570 05/19/09 17,150 $1.9953 05/20/09 29,984 $1.9912 05/21/09 19,820 $1.9277 05/22/09 20,000 $1.9300 05/22/09 3,600 $1.9090 05/26/09 48,773 $1.9442 05/27/09 27,650 $1.9441 05/28/09 31,560 $1.9382 05/29/09 18,801 $1.9497 06/03/09 19,251 $2.0252 06/04/09 11,461 $2.0502 06/05/09 500 $10.4400 06/08/09 17,459 $10.3566 06/08/09 300 $10.3300 06/09/09 12,572 $10.4506 06/10/09 13,714 $10.5322 06/11/09 12,658 $10.5621 06/12/09 100 $10.4800 d) Beneficiaries of managed accounts 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. 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: 6/15/09 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos Exhibit 1 Opportunity Partners 60 Heritage Drive, Pleasantville, NY 10570 914-747-5262 // pgoldstein@bulldoginvestors.com June 8, 2009 Kevin Robinson Senior Managing Director, General Counsel and Corporate Secretary Claymore Advisors, LLC 2455 Corporate West Drive Lisle, IL 60532 Dear Mr. Robinson: Dreman/Claymore Dividend & Income Fund (the "Fund") Please be advised that we intend to (1) nominate two persons for election as directors and (2) submit a proposal to afford common stockholders an opportunity to realize net asset value. We think long term stockholders in the Fund who have lost an enormous amount of money should have an opportunity to realize their loss for tax purposes without having to sell their shares at a discount from NAV. Our nominees are: Gerald Hellerman ( born 1937 ); 5431 NW 21st Avenue, Boca Raton, FL 33496 Mr. Hellerman is a director of MVC Acquisition Corp. and is a director and Chairman of the Audit Committee of MVC Capital, Inc. 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. He currently serves as a director (since 2000), chief financial officer and chief compliance officer for The Mexico Equity and Income Fund, Inc., and is a manager and Chairman of the Audit Committee of the Old Mutual Absolute Return and Emerging Managers fund complex, which consists of six funds, a director of Brantley Capital Corporation and was a director and Chairman of the Audit Committee of AirNet Systems, Inc. until June 2008. Phillip Goldstein (born 1945); 60 Heritage Drive, Pleasantville, NY 10570 Mr. Goldstein is an investment advisor and a principal of the general partner of six investment partnerships in the Bulldog Investors group of funds. He has been a director of the Mexico Equity and Income Fund since 2000, Brantley Capital Corporation since 2001 and ASA Ltd since 2008. We assume two directors will be elected at the Fund's 2009 annual meeting. Please advise us if a different number of directors will be elected. Opportunity Partners owns 231,212 common shares of the Fund. Each nominee has consented to being named in our proxy statement and to serve as a director if elected. There are no arrangements or understandings between Opportunity Partners and either nominee in connection with the nominations nor do we know of any material conflicts of interest that would prevent either nominee from acting in the best interest of the Fund. In addition, neither nominee is an interested person of the Fund. Mr. Goldstein individually and jointly with his wife beneficially owns 12,700 post reverse split common shares. Mr. Hellerman does not currently own any shares. Please notify us immediately if you need any further information or would like to discuss the future of the Fund with the goal of avoiding a proxy contest. Thank you. Very truly yours, Phillip Goldstein President Kimball & Winthrop, Inc. General Partner -----END PRIVACY-ENHANCED MESSAGE-----