-----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, M6QBekfmcmCfEJllpjCqZt32bT9O9ML4/4cP/5a2cvrKXLMo/++Ep2IDzdrhvjJ6 C4MXieMDZf2K1tBlCokY4Q== 0001364773-06-000012.txt : 20061109 0001364773-06-000012.hdr.sgml : 20061109 20061109142455 ACCESSION NUMBER: 0001364773-06-000012 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061109 DATE AS OF CHANGE: 20061109 GROUP MEMBERS: BULLDOG INVESTORS GENERAL PARTNERSHIP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RMR HOSPITALITY & REAL ESTATE FUND CENTRAL INDEX KEY: 0001278038 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81343 FILM NUMBER: 061201232 BUSINESS ADDRESS: STREET 1: 400 CENTRE STREET CITY: NEWTON STATE: MA ZIP: 02458 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bulldog Investors General Partnership CENTRAL INDEX KEY: 0001364773 IRS NUMBER: 562585535 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 BUSINESS PHONE: 9147475262 MAIL ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 SC 13D/A 1 thirdamendtwo.txt DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 11/6/06 1. NAME OF REPORTING PERSON Bulldog Investors General Partnership 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 368,400 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 368,400 _________________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 368,400 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] 13. PERCENT OF CLASS REPRESENTED BY ROW 11 14.82% 14. TYPE OF REPORTING PERSON IA ________________________________________________________________ This statement constitutes amendment No.2 to the Schedule 13D filed on June 5, 2006. Except as specifically set forth herein, the Schedule 13D remains unmodified. Item 4 is amended as follows: Item 4. PURPOSE OF TRANSACTION On November 6th, the reporting persons sent the attached letter to RHR (Exhibit 1). The letter gives RHR notice of the reporting person's intent to nominate trustees and terminate the investment advisory agreement between RMR Advisors, Inc. and RHR at the 2007 annual shareholder meeting. Item 5 is amended as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As per the shareholder report filed on 8/21/2006 there were 2,485,000 shares of RHR outstanding as of 6/30/06. The percentage set forth in item 5 was derived using such number. BIGP beneficially own an aggregate of 368,400 shares of RHR or 14.82% of the outstanding shares (including 100 shares held in record name). Power to dispose and vote securities lie solely with BIGP. c) During the past 60 days the following shares of RHR were purchased (there were no sales): Date Shares Price 9/15/2006 200 21.17 11/1/2006 1,300 22.3 11/7/2006 3,000 22.26 d) Beneficial owners are entitled to receive any dividends or sales proceeds. e) NA Item 7 is amended as follows: Item 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1. Notification of Intent to Nominate Trustees and Terminate Investment Advisory Agreement 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: 11/9/06 By: /s/ Phillip Goldstein Name: Phillip Goldstein President, Kimball and Winthrop, Inc. Managing General Partner, BIGP Exhibit 1. Bulldog Investors General Partnership 60 Heritage Drive Pleasantville, NY 10570 (914) 747-5262 Fax: (914) 747-2150 oplp@optonline.net November 6, 2006 Jennifer B. Clark Secretary RMR Hospitality & Real Estate Fund 400 Centre Street Newton, MA 02458 Dear Ms. Clark: As you know, Bulldog Investors General Partnership ("BIGP") is the largest shareholder of RMR Hospitality & Real Estate Fund ("RHR"). Please be advised that we intend to (1) nominate two persons for election as trustees of RHR at the 2007 annual shareholder meeting and (2) present a proposal to terminate the advisory agreement between RMR Advisers, Inc. and RHR. The purpose of this proposal is to get rid of a manager who has refused to discuss measures to address RHR's persistent double- digit discount. BIGP owns of record 100 common shares RHR and beneficially owns 339,300 common shares which are held in street name and that have been acquired since April 2006. Please see our schedule 13D filings for further details regarding our investment in RHR and advise us immediately if this notice is deficient in any way so that we can promptly cure any deficiency. In addition, please send us a copy of RHR's declaration of trust and bylaws. The Nominees are: Phillip Goldstein (born 1945); 60 Heritage Drive, Pleasantville, NY 10570 - Mr. Goldstein is an investment advisor and a principal of the general partner of three 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 Income and Equity Fund since 2000, Brantley Capital Corporation since 2001, the Emerging Markets Telecommunications Fund since 2005 and the First Israel Fund since 2005. Andrew Dakos (born 1966); Park 80 West, Plaza Two, Suite C04, Saddle Brook, NJ 07663 - Mr. Dakos is a self-employed investment advisor and a principal of the general partner of three 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. and President of Elmhurst Capital, Inc. an investment advisory firm. He has been a director of the Mexico Income and Equity Fund since 2001. My wife and I jointly beneficially own 6,000 common shares of RHR which we acquired for investment purposes in May 2006. Mr. Dakos and I are principals of Kimball & Winthrop, Inc., the Managing General Partner of BIGP. Each of our nominees has consented to be named in the proxy statement as a nominee and to serve as a trustee if elected. There are no arrangements or understandings between BIGP and any of the above nominees or any other person(s) in connection with the nominations. Other than as set forth in our 13D filings with the SEC, which are herein incorporated by reference, none of the above nominees are interested persons of the Fund We are sorry that we could not persuade management to discuss RHR's discount. The next step is to let the shareholders decide the direction of the RHR. Very truly yours, Phillip Goldstein President Kimball & Winthrop, Inc. Managing General Partner -----END PRIVACY-ENHANCED MESSAGE-----