-----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, Twl0tOny0WRmgYq2brmGeD6iM/XayTKZeBVFx9mqPzIsg/C4I7VBBJ0j/CwP2N64 CO896aJM656dQZvkfc38DA== 0000921895-09-002210.txt : 20090806 0000921895-09-002210.hdr.sgml : 20090806 20090806171159 ACCESSION NUMBER: 0000921895-09-002210 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20090806 DATE AS OF CHANGE: 20090806 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DWS GLOBAL COMMODITIES STOCK FUND, INC. CENTRAL INDEX KEY: 0001296115 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81188 FILM NUMBER: 09992578 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-454-6778 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 FORMER COMPANY: FORMER CONFORMED NAME: Scudder Global Commodities Stock Fund, Inc. DATE OF NAME CHANGE: 20040924 FORMER COMPANY: FORMER CONFORMED NAME: Scudder Commodities Stock Fund, Inc. DATE OF NAME CHANGE: 20040701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN INVESTMENT LLC CENTRAL INDEX KEY: 0001286207 IRS NUMBER: 870623442 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7050 S. UNION PARK CENTER, SUITE 590 CITY: MIDVALE STATE: UT ZIP: 84047 BUSINESS PHONE: 801-568-1400 MAIL ADDRESS: STREET 1: 7050 S. UNION PARK CENTER, SUITE 590 CITY: MIDVALE STATE: UT ZIP: 84047 SC 13D/A 1 sc13da606290021_08052009.htm sc13da606290021_08052009.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 6)1

DWS Global Commodities Stock Fund, Inc.
(Name of Issuer)

Common Stock, par value $0.01
(Title of Class of Securities)

23338Y100
(CUSIP Number)
 
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 5, 2009
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

CUSIP NO. 23338Y100
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO, WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,122,976.24
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,122,976.24
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,122,976.24
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.8%
14
TYPE OF REPORTING PERSON
 
OO

2

CUSIP NO. 23338Y100
 
1
NAME OF REPORTING PERSON
 
ARTHUR D. LIPSON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,122,976.24
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,122,976.24
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,122,976.24
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.8%
14
TYPE OF REPORTING PERSON
 
IN

3

CUSIP NO. 23338Y100
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT HEDGED PARTNERS L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
530,570
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
530,570
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
530,570
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.9%
14
TYPE OF REPORTING PERSON
 
PN

4

CUSIP NO. 23338Y100
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
530,328
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
530,328
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
530,328
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.9%
14
TYPE OF REPORTING PERSON
 
OO

5

CUSIP NO. 23338Y100
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
531,032
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
531,032
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
531,032
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.9%
14
TYPE OF REPORTING PERSON
 
PN

6

CUSIP NO. 23338Y100
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT TOTAL RETURN FUND LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
529,909
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
529,909
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
529,909
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.9%
14
TYPE OF REPORTING PERSON
 
CO

7

CUSIP NO. 23338Y100
 
1
NAME OF REPORTING PERSON
 
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
186,460
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
186,460
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
186,460
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.0%
14
TYPE OF REPORTING PERSON
 
OO

8

CUSIP NO. 23338Y100
 
1
NAME OF REPORTING PERSON
 
BENCHMARK PLUS PARTNERS, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
365,580
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
365,580
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
365,580
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.0%
14
TYPE OF REPORTING PERSON
 
OO

9

CUSIP NO. 23338Y100
 
1
NAME OF REPORTING PERSON
 
BENCHMARK PLUS MANAGEMENT, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
552,040
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
552,040
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
552,040
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.1%
14
TYPE OF REPORTING PERSON
 
OO

10

CUSIP NO. 23338Y100
 
1
NAME OF REPORTING PERSON
 
ROBERT FERGUSON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
552,040
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
552,040
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
552,040
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.1%
14
TYPE OF REPORTING PERSON
 
IN

11

CUSIP NO. 23338Y100
 
1
NAME OF REPORTING PERSON
 
SCOTT FRANZBLAU
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
552,040
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
552,040
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
552,040
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.1%
14
TYPE OF REPORTING PERSON
 
IN

12

CUSIP NO. 23338Y100
 
1
NAME OF REPORTING PERSON
 
NEIL CHELO
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -**
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
- 0 -
14
TYPE OF REPORTING PERSON
 
IN

**See Item 5.

13

CUSIP NO. 23338Y100
 
1
NAME OF REPORTING PERSON
 
MATTHEW S. CROUSE
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -**
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
- 0 -
14
TYPE OF REPORTING PERSON
 
IN

**See Item 5.
14

CUSIP NO. 23338Y100
 
1
NAME OF REPORTING PERSON
 
ROBERT H. DANIELS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,437.1
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,437.1
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,437.1**
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
LESS THAN 1%
14
TYPE OF REPORTING PERSON
 
IN

**See Item 5.

15

CUSIP NO. 23338Y100
 
1
NAME OF REPORTING PERSON
 
GREGORY R. DUBE
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -**
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
- 0 -
14
TYPE OF REPORTING PERSON
 
IN

**See Item 5.

16

CUSIP NO. 23338Y100
 
1
NAME OF REPORTING PERSON
 
GERALD HELLERMAN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -**
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
- 0 -
14
TYPE OF REPORTING PERSON
 
IN

**See Item 5.

17

CUSIP NO. 23338Y100
 
1
NAME OF REPORTING PERSON
 
RICHARD A. RAPPAPORT
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -**
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
- 0 -
14
TYPE OF REPORTING PERSON
 
IN

**See Item 5.

18

CUSIP NO. 23338Y100
 
1
NAME OF REPORTING PERSON
 
WILLIAM J. ROBERTS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -**
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
- 0 -
14
TYPE OF REPORTING PERSON
 
IN

**See Item 5.

19

CUSIP NO. 23338Y100
 
1
NAME OF REPORTING PERSON
 
ROBERT A. WOOD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -**
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
- 0 -
14
TYPE OF REPORTING PERSON
 
IN

**See Item 5.

20

CUSIP NO. 23338Y100
 
1
NAME OF REPORTING PERSON
 
LYNN D. SCHULTZ
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
100
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
100
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
100 **
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
LESS THAN 1%
14
TYPE OF REPORTING PERSON
 
IN

**See Item 5.
21

CUSIP NO. 23338Y100
 
The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”).  This Amendment No. 6 amends the Schedule 13D as specifically set forth.
 
Item 2.
Identity and Background.
 
Item 2(a) is hereby amended to add the following:
 
(a)           On August 5, 2009, Lynn D. Schultz executed a Joinder Agreement to the Joint Filing and Solicitation Agreement entered into on May 5, 2009 (the “Joint Filing Agreement”) by the Reporting Persons, whereby Ms. Schultz agreed to be bound by the terms of the Joint Filing Agreement. Accordingly, Ms. Schultz shall be deemed to be a Reporting Person following such date.
 
Item 2(b) is hereby amended to add the following:
 
(b)           The principal business address of WITRL is c/o dms Management, P.O. Box 31910, dms House, 20 Genesis Close, Grand Cayman KY1-1208, Cayman Islands.
 
The principal business address of Ms. Schultz is c/o Western Investment LLC, 7050 S. Union Park Center, Suite 590, Midvale, Utah 84047.
 
Item 2(c) is hereby amended to add the following:
 
(c)           The principal occupation of Ms. Schultz is psychotherapist.
 
Item 2(f) is hereby amended to add the following:
 
(f)           Ms. Schultz is a citizen of the United States of America.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The aggregate purchase price of the 2,122,976.24 Shares beneficially owned by WILLC is approximately $36,706,753.  The Shares beneficially owned by WILLC consist of 1,137.24 Shares, 900 of which were acquired with WILLC’s working capital and 237.24 of which were acquired through the Issuer’s dividend repurchase plan, 530,570 Shares that were acquired with WIHP’s working capital, 530,328 Shares that were acquired with WIAP’s working capital, 531,032 Shares that were acquired with WITRP’s working capital and 529,909 Shares that were acquired with WITRL’s working capital.
 
The aggregate purchase price of the 552,040 Shares beneficially owned by BPM is approximately $7,855,696.  The Shares beneficially owned by BPM consist of 186,460 Shares that were acquired with BPIP’s working capital and 365,580 Shares that were acquired with BPP’s working capital.
 
The aggregate purchase price of the 1,437.1 Shares beneficially owned by Mr. Daniels is approximately $22,353.  The Shares beneficially owned by Mr. Daniels were acquired with Mr. Daniels’ personal funds.
 
The 100 Shares owned by Ms. Schultz were a gift from WILLC.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
22

CUSIP NO. 23338Y100
 
On August 6, 2009, Ms. Schultz delivered a letter to the Issuer requesting, pursuant to Section 1315 of the New York Business Corporation Law, among other things, a complete record or list in appropriate formats of the holders of the Shares, showing the name and address of all shareholders, as of August 5, 2009.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5(a) is hereby amended and restated to read as follows:
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 18,040,158 Shares outstanding, which is the total number of Shares outstanding as of December 31, 2008, as reported in Issuer’s semiannual report on Form N-CSRS, filed with the Securities and Exchange Commission on March 9, 2009.
 
As of the close of business on August 5, 2009, WIHP, WIAP, WITRP and WITRL beneficially owned 530,570, 530,328, 531,032 and 529,909 Shares, respectively, representing approximately 2.9%, 2.9%, 2.9% and 2.9%, respectively, of the Shares outstanding.  As the managing member of WIAP, the investment manager of WITRL and the general partner of each of WIHP and WITRP, WILLC may be deemed to beneficially own the 2,121,839 Shares owned in the aggregate by WIHP, WIAP, WITRP and WITRL, constituting approximately 11.8% of the Shares outstanding, in addition to the 1,137.24 Shares it holds directly.  As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 2,122,976.24 Shares beneficially owned by WILLC, constituting approximately 11.8% of the Shares outstanding.  As members of a group for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, the Western Entities may be deemed to beneficially own the 553,577.1 Shares owned by the other Reporting Persons.  The Western Entities disclaim beneficial ownership of such Shares.
 
As of the close of business on August 5, 2009, BPIP and BPP beneficially owned 186,460 and 365,580 Shares, respectively, constituting approximately 1.0% and 2.0%, respectively, of the Shares outstanding.  As the managing member of each of BPIP and BPP, BPM may be deemed to beneficially own the 552,040 Shares owned in the aggregate by BPIP and BPP, constituting approximately 3.1% of the Shares outstanding.  As managing members of BPM, Messrs. Franzblau and Ferguson may be deemed to beneficially own the 552,040 Shares beneficially owned by BPM, constituting approximately 3.1% of the Shares outstanding.   As members of a group for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, the Benchmark Entities may be deemed to beneficially own the 2,124,513.34 Shares owned by the other Reporting Persons.  The Benchmark Entities disclaim beneficial ownership of such Shares.
 
None of Messrs. Hellerman, Rappaport, Roberts, Chelo, Crouse or Dube or Professor Wood directly own any Shares.  As members of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, Messrs. Hellerman, Rappaport, Roberts, Chelo, Crouse and Dube and Professor Wood may be deemed to beneficially own the 2,676,553.34 Shares beneficially owned in the aggregate by the other Reporting Persons.  Each of Messrs. Hellerman, Rappaport, Roberts, Chelo, Crouse and Dube and Professor Wood disclaims beneficial ownership of such Shares.
 
Mr. Daniels directly owns 1,437.1 Shares, representing less than 1% of the Shares outstanding.  As a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, Mr. Daniels may be deemed to beneficially own the 2,675,116.24 Shares beneficially owned in the aggregate by the other Reporting Persons.  Mr. Daniels disclaims beneficial ownership of such Shares.
 
23

CUSIP NO. 23338Y100
 
Ms. Schultz directly owns 100 Shares constituting less than 1% of the Shares outstanding.  As a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, Ms. Schultz may be deemed to beneficially own the approximately 2,676,453.34 Shares beneficially owned in the aggregate by the other Reporting Persons.  Ms. Schultz disclaims beneficial ownership of such Shares.
 
Item 5(c) is hereby amended to add the following:
 
(c)           Schedule A annexed hereto lists all transactions in the securities of the Issuer since the filing of Amendment No. 5 to the Schedule 13D.  All of such transactions were effected in the open market.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On August 5, 2009, Lynn D. Schultz and WILLC executed a Joinder Agreement to the Joint Filing and Solicitation Agreement whereby Ms. Schultz and WILLC agreed to be bound by the terms of the Joint Filing and Solicitation Agreement.  The Joinder Agreement is attached as Exhibit 99.1 and is incorporated herein by reference.
 
On August 6, 2009, WILLC, WIHP, WIAP, WITRP, WITRL, BPP, BPIP, BPM and Messrs. Lipson, Franzblau, Ferguson, Chelo, Crouse, Daniels, Dube, Hellerman, Rappaport and Roberts, and Professor Wood and Ms. Schultz entered into an Amended and Restated Joint Filing and Solicitation Agreement  (the “Amended and Restated Joint Filing and Solicitation Agreement”) in which, among other things, (a) the parties agreed to the joint filing and solicitation on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required under applicable securities laws and (b) the parties agreed to form the group for the purpose of soliciting proxies or written consents for the election of the persons nominated by WILLC to the Issuer’s Board at the 2009 Annual Meeting and for the 14a-8 Proposal and for the purpose of taking all other actions incidental to the foregoing.  The Amended and Restated Joint Filing and Solicitation Agreement is attached hereto as exhibit 99.2 and is incorporated herein by reference.
 
Item 7.
Material to be Filed as Exhibits.
 
 
Item 7 is hereby amended to add the following exhibits:
 
 
99.1
Joinder Agreement, dated August 5, 2009, by Western Investment LLC and Lynn D. Schultz to the Joint Filing and Solicitation Agreement dated May 5, 2009 by and among Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Activism Partners LLC, Western Investment Total Return Partners L.P., Western Investment Total Return Fund Ltd., Arthur D. Lipson, Benchmark Plus Institutional Partners, L.L.C., Benchmark Plus Partners, L.L.C., Benchmark Plus Management, L.L.C., Scott Franzblau, Robert Ferguson, Neil Chelo, Matthew S. Crouse, Robert H. Daniels, Gregory R. Dube, Gerald Hellerman, Richard A. Rappaport, William J. Roberts and Robert A. Wood.
 
 
99.2
Amended and Restated Joint Filing and Solicitation Agreement by and among Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Activism Partners LLC, Western Investment Total Return Fund Ltd., Western Investment Total Return Partners L.P., Arthur D. Lipson, Benchmark Plus Institutional Partners, L.L.C., Benchmark Plus Partners, L.L.C., Benchmark Plus Management, L.L.C., Scott Franzblau, Robert Ferguson, Neil Chelo, Matthew S. Crouse, Robert H. Daniels, Gregory R. Dube, Gerald Hellerman, Richard A. Rappaport, William J. Roberts, Lynn D. Schultz and Robert A. Wood, dated August 6, 2009.
 
 
99.3
Power of Attorney.
 
24

CUSIP NO. 23338Y100
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 

Dated: August 6, 2009
WESTERN INVESTMENT LLC
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member


 
WESTERN INVESTMENT HEDGED PARTNERS L.P.
     
 
By:
Western Investment LLC
   
General Partner
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member


 
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
     
 
By:
Western Investment LLC
   
Managing Member
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member


 
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
     
 
By:
Western Investment LLC
   
General Partner
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member
 
25

CUSIP NO. 23338Y100
 
 
WESTERN INVESTMENT TOTAL RETURN FUND LTD.
     
 
By:
Western Investment LLC
   
Investment Manager
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member


 
/s/ Arthur D. Lipson
 
ARTHUR D. LIPSON
 
26

CUSIP NO. 23338Y100

 
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
     
 
By:
Benchmark Plus Management, L.L.C.
   
Managing Member
     
 
By:
/s/ Robert Ferguson
   
Name:
Robert Ferguson
   
Title:
Managing Member
     
 
By:
/s/ Scott Franzblau
   
Name:
Scott Franzblau
   
Title:
Managing Member


 
BENCHMARK PLUS PARTNERS, L.L.C.
     
 
By:
Benchmark Plus Management, L.L.C.
   
Managing Member
     
 
By:
/s/ Robert Ferguson
   
Name:
Robert Ferguson
   
Title:
Managing Member
     
 
By:
/s/ Scott Franzblau
   
Name:
Scott Franzblau
   
Title:
Managing Member


 
BENCHMARK PLUS MANAGEMENT, L.L.C.
     
 
By:
/s/ Robert Ferguson
   
Name:
Robert Ferguson
   
Title:
Managing Member
     
 
By:
/s/ Scott Franzblau
   
Name:
Scott Franzblau
   
Title:
Managing Member

 
/s/ Robert Ferguson
 
ROBERT FERGUSON

 
/s/ Scott Franzblau
 
SCOTT FRANZBLAU
 
27

CUSIP NO. 23338Y100
 
   
/s/ Arthur D. Lipson
   
ARTHUR D. LIPSON
As Attorney-In-Fact for Neil Chelo


   
/s/ Arthur D. Lipson
   
ARTHUR D. LIPSON
As Attorney-In-Fact for Matthew S. Crouse


 
/s/ Arthur D. Lipson
 
ARTHUR D. LIPSON
As Attorney-In-Fact for Robert H. Daniels


 
/s/ Arthur D. Lipson
 
ARTHUR D. LIPSON
As Attorney-In-Fact for Gregory R. Dube


 
/s/ Arthur D. Lipson
 
ARTHUR D. LIPSON
As Attorney-In-Fact for Gerald Hellerman


 
/s/ Arthur D. Lipson
 
ARTHUR D. LIPSON
As Attorney-In-Fact for Richard A. Rappaport


 
/s/ Arthur D. Lipson
 
ARTHUR D. LIPSON
As Attorney-In-Fact for William J. Roberts


 
/s/ Arthur D. Lipson
 
ARTHUR D. LIPSON
As Attorney-In-Fact for Robert A. Wood
   
 
/s/ Arthur D. Lipson
 
ARTHUR D. LIPSON
As Attorney-In-Fact for Lynn D. Schultz
   
 
28

CUSIP NO. 23338Y100

SCHEDULE A
 
Transactions in the Securities of the Issuer Since the Filing of Amendment No. 5 to the Schedule 13D
 
Shares of Common Stock
Purchased
Price Per
Share ($)
Date of
Purchase

 
WESTERN INVESTMENT HEDGED PARTNERS L.P.
None
 
WESTERN INVESTMENT LLC
None
 
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
None
 
WESTERN INVESTMENT TOTAL RETURN FUND LTD.
None
 
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
None
 
ARTHUR D. LIPSON
None
 
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
None
 
BENCHMARK PLUS PARTNERS, L.L.C.
22,300
 
6.8581
07/16/09
28,500
 
6.9391
07/17/09
9,100
 
7.1428
07/21/09
9,800
 
7.1540
07/22/09
500
 
7.0965
07/23/09
 
BENCHMARK PLUS MANAGEMENT, L.L.C.
None
 
SCOTT FRANZBLAU
None
 
ROBERT FERGUSON
None
 
WILLIAM J. ROBERTS
None
 
29

CUSIP NO. 23338Y100
 
ROBERT A. WOOD
None
 
MATTHEW S. CROUSE
None
 
NEIL CHELO
None
 
ROBERT H. DANIELS
None
 
GREGORY R. DUBE
None
 
GERALD HELLERMAN
None
 
RICHARD RAPPAPORT
None
 
LYNN D. SCHULTZ
None
 
30
EX-99.1 2 ex991to13da606290021_080509.htm JOINDER AGREEMENT ex991to13da606290021_080509.htm
Exhibit 99.1
 
JOINT FILING AND SOLICITATION AGREEMENT
JOINDER AGREEMENT
 
WHEREAS, Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Activism Partners LLC, Western Investment Total Return Partners L.P., Western Investment Total Return Fund Ltd., Arthur D. Lipson, Benchmark Plus Institutional Partners, L.L.C., Benchmark Plus Partners, L.L.C., Benchmark Plus Management, L.L.C., Scott Franzblau, Robert Ferguson, Neil Chelo, Matthew S. Crouse, Robert H. Daniels, Gregory R. Dube, Gerald Hellerman, Richard A. Rappaport, William J. Roberts and Robert A. Wood entered into a Joint Filing and Solicitation Agreement on May 5, 2009 (the “Agreement”) for the purpose of seeking representation on the Board of Directors of DWS Global Commodities Stock Fund, Inc., a Maryland corporation (the “Fund”);
 
WHEREAS, Lynn D. Schultz (the “New Member”) wishes to join the Group (as defined in the Agreement).
 
NOW, IT IS AGREED, this 5th day of August 2009 by the parties hereto:
 
1.           In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the New Member agrees to the joint filing on behalf of her of statements on Schedule 13D with respect to the securities of the Fund to the extent required under applicable securities laws.  The New Member agrees to be bound by the other terms of the Agreement (a copy of which is attached hereto), the terms of which are incorporated herein and made a part hereof.
 
2.           The New Member agrees to take all reasonable steps to request, all at Western Investment’s sole cost and expense, a complete list of record and beneficial holders of the Fund’s securities, and related materials.
 
3.           This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
 
 
WESTERN INVESTMENT LLC
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member



 
By:
/s/ Lynn D. Schultz
   
LYNN D. SCHULTZ
EX-99.2 3 ex992to13da606290021_080509.htm AMENDED AND RESTATED JOINT FILING AND SOLICITATION AGREEMENT ex992to13da606290021_080509.htm
Exhibit 99.2
 
AMENDED AND RESTATED JOINT FILING AND SOLICITATION AGREEMENT
 
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of DWS Global Commodities Stock Fund, Inc., a Maryland corporation (the “Fund”);
 
WHEREAS, Western Investment LLC, a Delaware limited liability company, Western Investment Hedged Partners L.P., a Delaware limited partnership, Western Investment Activism Partners LLC, a Delaware limited liability company, Western Investment Total Return Partners L.P., a Delaware limited partnership, Western Investment Total Return Fund Ltd., a Cayman Islands corporation, Arthur D. Lipson, Benchmark Plus Institutional Partners, L.L.C., a Delaware limited liability company, Benchmark Plus Partners, L.L.C., a Delaware limited liability company, Benchmark Plus Management, L.L.C., a Delaware limited liability company, Scott Franzblau, Robert Ferguson, Neil Chelo, Matthew S. Crouse, Robert H. Daniels, Gregory R. Dube, Gerald Hellerman, Richard A. Rappaport, William J. Roberts, Lynn D. Schultz and Robert A. Wood wish to form a group for the purpose of seeking representation on the Board of Directors of the Fund at the 2009 annual meeting of stockholders of the Fund, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “2009 Annual Meeting”) and for soliciting stockholder support for any proposal submitted by Western Investment LLC to the Fund and for the purpose of taking all other action necessary to achieve the foregoing.
 
NOW, IT IS AGREED, this 6th day of August, 2009 by the parties hereto:
 
1.           In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Fund.  Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.
 
2.           So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Grundman Frome Rosenzweig & Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Fund; or (ii) any securities of the Fund over which they acquire or dispose of beneficial ownership.  Notice shall be given no later than 24 hours after each such transaction.
 
3.           Each of the undersigned agrees to form the Group for the purpose of soliciting proxies or written consents for the election of the persons nominated by the Group to the Board of Directors of the Fund and any proposals submitted to stockholders for their approval by Western Investment LLC at the 2009 Annual Meeting and for the purpose of taking all other actions incidental to the foregoing.
 
4.           Western Investment LLC shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agree to pay directly all such pre-approved expenses.
 
5.           Each of the undersigned agrees that any SEC filing, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 4 shall be first approved by Western Investment LLC, or its representatives, which approval shall not be unreasonably withheld.
 

 
6.           The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement.  Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein.  Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification.  Nothing herein shall restrict any party’s right to purchase or sell securities of the Fund, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.
 
7.           This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
 
8.           In the event of any dispute arising out of the provisions of this Agreement or their investment in the Fund, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.
 
9.           Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Adam Finerman at Olshan, Fax No. (212) 451-2222.
 
                              10.           Each party acknowledges that Olshan shall act as counsel for both the Group and Western Investment LLC and its affiliates relating to their investment in the Fund.
 
                              11.           Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.
 

 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
 
 
WESTERN INVESTMENT LLC
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member


 
WESTERN INVESTMENT HEDGED PARTNERS L.P.
     
 
By:
Western Investment LLC
   
General Partner
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member


 
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
     
 
By:
Western Investment LLC
   
Managing Member
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member


 
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
     
 
By:
Western Investment LLC
   
General Partner
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member
 
 
 
WESTERN INVESTMENT TOTAL RETURN FUND LTD.
     
 
By:
Western Investment LLC
   
Investment Manager
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member


 
/s/ Arthur D. Lipson
 
ARTHUR D. LIPSON
 


 
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
     
 
By:
Benchmark Plus Management, L.L.C.
   
Managing Member
     
 
By:
/s/ Robert Ferguson
   
Name:
Robert Ferguson
   
Title:
Managing Member
     
 
By:
/s/ Scott Franzblau
   
Name:
Scott Franzblau
   
Title:
Managing Member


 
BENCHMARK PLUS PARTNERS, L.L.C.
     
 
By:
Benchmark Plus Management, L.L.C.
   
Managing Member
     
 
By:
/s/ Robert Ferguson
   
Name:
Robert Ferguson
   
Title:
Managing Member
     
 
By:
/s/ Scott Franzblau
   
Name:
Scott Franzblau
   
Title:
Managing Member


 
BENCHMARK PLUS MANAGEMENT, L.L.C.
     
 
By:
/s/ Robert Ferguson
   
Name:
Robert Ferguson
   
Title:
Managing Member
     
 
By:
/s/ Scott Franzblau
   
Name:
Scott Franzblau
   
Title:
Managing Member

 
/s/ Robert Ferguson
 
ROBERT FERGUSON

 
/s/ Scott Franzblau
 
SCOTT FRANZBLAU
 

 
   
/s/ Arthur D. Lipson
   
ARTHUR D. LIPSON
As Attorney-In-Fact for Neil Chelo


   
/s/ Arthur D. Lipson
   
ARTHUR D. LIPSON
As Attorney-In-Fact for Matthew S. Crouse


 
/s/ Arthur D. Lipson
 
ARTHUR D. LIPSON
As Attorney-In-Fact for Robert H. Daniels


 
/s/ Arthur D. Lipson
 
ARTHUR D. LIPSON
As Attorney-In-Fact for Gregory R. Dube


 
/s/ Arthur D. Lipson
 
ARTHUR D. LIPSON
As Attorney-In-Fact for Gerald Hellerman


 
/s/ Arthur D. Lipson
 
ARTHUR D. LIPSON
As Attorney-In-Fact for Richard A. Rappaport


 
/s/ Arthur D. Lipson
 
ARTHUR D. LIPSON
As Attorney-In-Fact for William J. Roberts
 
 
 
/s/ Arthur D. Lipson
 
ARTHUR D. LIPSON
As Attorney-In-Fact for Robert A. Wood
   
   
 
/s/ Arthur D. Lipson
 
ARTHUR D. LIPSON
As Attorney-In-Fact for Lynn D. Schultz
   
 
 
EX-99.3 4 ex993to13da606290021_080509.htm POWER OF ATTORNEY ex993to13da606290021_080509.htm
Exhibit 99.3
 
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Arthur D. Lipson signing singly, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with the investment by Western Investment LLC, or its affiliates (“Western”), in the voting securities of DWS Global Commodities Stock Fund, Inc. (“GCS”), including without limitation, relating to the formation of a Group (as defined below) between the undersigned and Western, all filings on Schedule 13D (as defined below), all filings on Forms 3, 4 and 5 (as defined below), any solicitation of proxies in support of the election of directors of GCS or other proposal(s), and all other matters related, directly or indirectly, to GCS (together, the “Investment”).  Such action shall include, but not be limited to:
 
1.           executing for and on behalf of the undersigned all Schedules 13D (“Schedule 13D”) required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the Investment;
 
2.           executing for and on behalf of the undersigned all Forms 3, 4 and 5 (“Forms 3, 4 and 5”) required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the Investment;
 
3.           executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of a group, as contemplated by Rule 13d-1(k) promulgated under the Exchange Act (a “Group”), in connection with the Investment;
 
4.           performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
5.           taking any other action of any type whatsoever in connection with the Investment which in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of August, 2009.
 
/s/ Lynn D. Schultz
Lynn D. Schultz

 
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