-----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, D8so89F+pvhJUbKHDRUKASOg7WFRjw81sGzCzPtfDz/Oy7Im3rDIY8wFnKGw/MBt IIK7SZMNFtVGFmG1REICow== 0001462180-09-000085.txt : 20091116 0001462180-09-000085.hdr.sgml : 20091116 20091116144824 ACCESSION NUMBER: 0001462180-09-000085 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091116 DATE AS OF CHANGE: 20091116 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BULLDOG INVESTORS GROUP MEMBERS: PHILLIP GOLDSTEIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SunAmerica Focused Alpha Large-Cap Fund, Inc. CENTRAL INDEX KEY: 0001338170 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84972 FILM NUMBER: 091186001 BUSINESS ADDRESS: STREET 1: HARBORSIDE FINANCIAL CENTER STREET 2: 3200 PLAZA 5 CITY: JERSEY CITY STATE: NJ ZIP: 07311 BUSINESS PHONE: 800-858-8850 MAIL ADDRESS: STREET 1: HARBORSIDE FINANCIAL CENTER STREET 2: 3200 PLAZA 5 CITY: JERSEY CITY STATE: NJ ZIP: 07311 FORMER COMPANY: FORMER CONFORMED NAME: SunAmerica Focused Alpha Growth & Income Fund, Inc. DATE OF NAME CHANGE: 20050907 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 11/13/2009 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 1,291,660 8. SHARED VOTING POWER 400 9. SOLE DISPOSITIVE POWER 1,292,060 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 1,292,060 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 13.38% 14. TYPE OF REPORTING PERSON IA _______________________________________________________ Item 1. SECURITY AND ISSUER This statement constitutes Amendment #1 to the schedule 13d filed Nov 5, 2009. Except as specifically set forth herein, the Schedule 13d remains unmodified. ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS Shares of the Issuer have been accumulated on behalf of managed accounts. ITEM 4. PURPOSE OF TRANSACTION On 11/13/09 a letter was sent to the Chief legal Officer.See exhibit 1. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As per the Form N-CSRS filed on September 3,2009 there were 9,655,236 shares of common stock outstanding as of June 30, 2009. The percentage set forth in item 5 was derived using such number. Bulldog Investors, Phillip Goldstein and Andrew Dakos beneficially own an aggregate of 1,221,069 shares of FGF or 12.65% 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 the following shares of FGI were purchased: Date: Shares: Price: 11/05/09 20,000 12.2933 11/06/09 400 12.3944 11/09/09 14,000 12.7037 11/10/09 6,391 12.7487 11/11/09 3,300 12.8432 11/12/09 12,500 12.8406 11/13/09 14,300 12.9549 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. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 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: 11/16/2009 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos Exhibit 1 Opportunity Partners L.P., 60 Heritage Drive, Pleasantville, NY 10570 914-747-5262 // pgoldstein@bulldoginvestors.com November 12, 2009 Gregory N. Bressler Chief legal Officer and Corporate Secretary SunAmerica Focused Alpha Large-Cap Fund 3200 Plaza 5 Jersey City, NJ 07311-4992 Dear Mr. Bressler: Opportunity Partners is a registered holder of 100 shares of SunAmerica Focused Alpha Large-Cap Fund ("FGI"). Pursuant to Section 11 of FGI's bylaws, please be advised that at the next meeting of stockholders at which directors will be elected, we intend to (1) nominate two persons for election as directors and (2) submit a proposal recommending that stockholders be afforded an opportunity to realize net asset value ("NAV"). Our nominees are: Andrew Dakos (born 1966); Park 80 West, Plaza Two, Park 80 West, 250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663 - Mr. Dakos is a self-employed 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 2001, Insured Municipal Income Fund since August 2009 and Brantley Capital Corporation intermittently since 2005 and currently. Phillip Goldstein (born 1945); Park 80 West, Plaza Two Park 80 West, 250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663 - Since 1992, Mr. Goldstein has been 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 following closed-end funds: Mexico Equity and Income Fund since 2000, Brantley Capital Corporation since 2001, ASA Ltd since 2008, and Insured Municipal Income Fund since August 2009. We assume two directors will be elected at FGI's 2010 annual meeting. Please advise us if a different number of directors will be elected. The NAV proposal is designed to afford shareholders the benefit of an opportunity to realize a price for their shares that is greater than the market price. In addition to the aforementioned 100 registered shares, affiliates of Opportunity Partners beneficially own in aggregate 1,277,660 common shares, all of which were acquired between July 20, 2009 and November 11, 2009. Each of the above nominees has consented to being named in the proxy statement and to serve as a director of FGI 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 FGI. In addition, neither nominee personally owns any shares of FGI or is an interested person of FGI. By signing below, each of the undersigned persons consents to being named in the proxy statement and to serve as a director if elected. Please notify us immediately if you need any further information. Finally, please feel free to contact us if you would like to discuss actions the board might take to avoid a proxy contest. Thank you. Very truly yours, Phillip Goldstein President Kimball & Winthrop, Inc. General Partner Andrew Dakos Vice President Kimball & Winthrop, Inc. General Partner -----END PRIVACY-ENHANCED MESSAGE-----