0001504304-13-000019.txt : 20131025 0001504304-13-000019.hdr.sgml : 20131025 20131025144445 ACCESSION NUMBER: 0001504304-13-000019 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131025 DATE AS OF CHANGE: 20131025 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BULLDOG INVESTORS GROUP MEMBERS: BULLDOG INVESTORS, LLC GROUP MEMBERS: PHILLIP GOLDSTEIN GROUP MEMBERS: STEVEN SAMUELS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BGS Acquisition Corp. CENTRAL INDEX KEY: 0001532700 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86764 FILM NUMBER: 131170505 BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-823-0281 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bulldog Investors CENTRAL INDEX KEY: 0001462180 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/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 13G/A 1 thirteenga.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 BGS Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) G1082J100 (CUSIP Number) 10/01/13 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: _X_ Rule 13d-1(b) __ Rule 13d-1(c) __ Rule 13d-1(d) CUSIP No.: G1082J100 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Bulldog Investors, Bulldog Investors LLC (f/k/a Brooklyn Capital Management), Phillip Goldstein, Andrew Dakos and Steven Samuels 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each reporting Person With: 5. Sole Voting Power 161,170 6. Shared Voting Power 38,830 7. Sole Dispositive Power 161,170 8. Shared Dispositive Power 38,830 9. Aggregate Amount Beneficially Owned by Each Reporting Person 200,000 - (footnote 1) 10. Check if the Aggregate Amount in Row ( 9 ) Excludes Certain Shares (See Instructions) N/A 11. Percent of Class Represented by Amount in Row ( 9 ) 3.75% 12. Type of Reporting Person (See Instructions) IA, IN Item 1. (a) The Name of the Issuer is: BGS Acquisition Corp. (b) The Address of the Issuer's Principal Executive Office is: 152 West 57th Street - 34th FL New York, NY 10019 Item 2. (a) The names of the Persons Filing are: Bulldog Investors, Bulldog Investors LLC (f/k/a Brooklyn Capital Management), Phillip Goldstein, Andrew Dakos and Steven Samuels. Messrs. Goldstein,Dakos and Samuels are principals of Bulldog Investors, LLC. (b) The address of principal place of business and principal office is: See (c) (c) Place of Organization: Park 80 West, 250 Pehle Ave. Suite 708 Saddle Brook, NJ 07663 (d) Title of Class of Securities: Common Stock (e) CUSIP Number: G1082J100 Item 3. This statement is filed pursuant to 240.13d-1(b). The person filing is: (e) An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E). Item 4. (a) Amount beneficially owned: 200,000 (b) Percent of class: 3.75% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 161,170 (ii) Shared power to vote or to direct the vote: 38,830 (iii) Sole power to dispose or to direct the disposition of: 161,170 (iv) Shared power to dispose or to direct the disposition of: 38,830 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: _X_. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Clients of Bulldog Investors, LLC are entitled to receive dividends and sales proceeds. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE 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. By: /s/ Name: Phillip Goldstein Title: Principal, Bulldog Investors, LLC Date: October 25, 2013 By: /s/ Name: Andrew Dakos Title: Principal, Bulldog Investors, LLC Date: October 25, 2013 By: /s/ Name: Steven Samuels Title: Principal, Bulldog Investors, LLC Date: October 25, 2013 Footnote 1: The reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest therein.