0000897069-14-000377.txt : 20140826 0000897069-14-000377.hdr.sgml : 20140826 20140826145530 ACCESSION NUMBER: 0000897069-14-000377 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140826 DATE AS OF CHANGE: 20140826 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST TRUST DIVIDEND & INCOME FUND CENTRAL INDEX KEY: 0001403275 IRS NUMBER: 392057966 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87307 FILM NUMBER: 141065026 BUSINESS ADDRESS: STREET 1: C/O FIRST TRUST PORTFOLIOS L.P. STREET 2: 120 EAST LIBERTY DRIVE, SUITE 400 CITY: WHEATON STATE: IL ZIP: 60187 BUSINESS PHONE: 630-765-8000 MAIL ADDRESS: STREET 1: C/O FIRST TRUST PORTFOLIOS L.P. STREET 2: 120 EAST LIBERTY DRIVE, SUITE 400 CITY: WHEATON STATE: IL ZIP: 60187 FORMER COMPANY: FORMER CONFORMED NAME: FIRST TRUST ACTIVE DIVIDEND INCOME FUND DATE OF NAME CHANGE: 20070614 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sims Capital Management LLC CENTRAL INDEX KEY: 0001608812 IRS NUMBER: 200157116 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 225 EAST MASON STREET, SUITE 802 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 414-765-1107 MAIL ADDRESS: STREET 1: 225 EAST MASON STREET, SUITE 802 CITY: MILWAUKEE STATE: WI ZIP: 53202 SC 13D/A 1 cg436.htm cg436.htm
 
CUSIP No. 33731L100
Page  of 8 Pages


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

First Trust Dividend and Income Fund
(Name of Issuer)

Shares of beneficial interest, par value $0.01 per share
(Title of Class of Securities)
 
33731L100
(CUSIP Number)

David C. Sims, President, Sims Capital Management LLC
225 East Mason Street, Suite 802
Milwaukee, WI  53202-3657
(414) 765-1107
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 21, 2014
(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 which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1e, 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 Rule.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial tiling 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. 33731L100
Page 2 of 8 Pages



1
NAME OF REPORTING PERSON
Sims Capital Management LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)      T
(b)      £
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
343,486
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
343,486
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
343,486
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
  
14
TYPE OF REPORTING PERSON
IA
  


 
 
 
CUSIP No. 33731L100
Page 3 of 8 Pages



1
NAME OF REPORTING PERSON
David C. Sims
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)      T
(b)      £
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
PF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
8,010
  
8
SHARED VOTING POWER
343,486
  
9
SOLE DISPOSITIVE POWER
8,010
  
10
SHARED DISPOSITIVE POWER
343,486
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
351,496
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
  
14
TYPE OF REPORTING PERSON
IN
  


 
 
 
CUSIP No. 33731L100
Page 4 of 8 Pages



1
NAME OF REPORTING PERSON
Luke E. Sims
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)      T
(b)      £
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
PF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
55,967
  
8
SHARED VOTING POWER
343,486
  
9
SOLE DISPOSITIVE POWER
55,967
  
10
SHARED DISPOSITIVE POWER
343,486
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
399,453
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
  
14
TYPE OF REPORTING PERSON
IN
  


 
 
 
CUSIP No. 33731L100
Page 5 of 8 Pages


Item 1.
Security and Issuer

Shares of beneficial interest, par value $0.00 per share (“Share” or “Shares”)
 
First Trust Dividend and Income Fund
120 East Liberty Drive, Suite 400
Wheaton, IL  60187
 
With this amendment, the reporting persons are amending the disclosures to report that they no longer hold more than 5% of the Shares.  So, upon the filing of this amendment, the reporting persons will cease to be reporting persons with regard to the Shares.
 
Item 2.
Identity and Background

Sims Capital Management LLC (“SCM”):
 
 
(a)
Sims Capital Management LLC (a Wisconsin limited liability company).  Sims Capital Management LLC is owned 50% by David C. Sims and 50% by Luke E. Sims.  Messrs. David C. Sims and Luke E. Sims, respectively, are the only managers and officers of Sims Capital Management LLC.
(b)           225 East Mason Street, Suite 802, Milwaukee, WI  53202-3657
(c)           SEC-registered investment advisor (IA)
(d)           Not applicable
(e)           Not applicable
(f)           United States

David C. Sims:
 
(a)           David C. Sims
(b)           225 East Mason Street, Suite 802, Milwaukee, WI  53202-3657
 
(c)
President of Sims Capital Management LLC, an SEC-registered investment advisor (“SCM”).  SCM’s business address is 225 East Mason Street, Suite 802, Milwaukee, WI  53202-3657
(d)           Not applicable
(e)           Not applicable
(f)           United States
 
Luke E. Sims:
 
(a)           Luke E. Sims
(b)           225 East Mason Street, Suite 802, Milwaukee, WI  53202-3657
 
(c)
Chairman of Sims Capital Management LLC, an SEC-registered investment advisor.  SCM’s business address is 225 East Mason Street, Suite 802, Milwaukee, WI  53202-3657
(d)           Not applicable
(e)           Not applicable
(f)           United States
 
 
 
 
CUSIP No. 33731L100
Page 6 of 8 Pages

 
Item 3.
Source and Amount of Funds or Other Consideration

Sims Capital Management LLC purchased Shares with investment funds held by advisory clients.  Sims Capital Management LLC owns no Shares itself.
 
To the knowledge of Sims Capital Management LLC, no borrowed funds were used by advisory clients in purchasing Shares, except that advisory client Peregrine Investment Fund LLC (“Peregrine”), a private investment fund affiliated with the reporting persons, maintains a customary brokerage margin account with Charles Schwab & Co., Inc. and some portion of Peregrine’s purchases may have been made with borrowed funds.
 
David C. Sims used his personal investment funds to purchase Shares.
 
Luke E. Sims used his personal investment funds to purchase Shares.
 
Item 4.
Purpose of Transaction

The reporting persons have purchased Shares because they believe the Shares are undervalued.    The reporting persons, or any of them, may from time to time purchase additional Shares, either in the open market, in privately-negotiated transactions, or otherwise.  Moreover, the reporting persons, or any of them, may from time to time dispose of Shares, either in the open market, in privately-negotiated transactions, or otherwise.
 
Sims Capital Management LLC (represented by Messrs. Luke E. Sims and David C. Sims) has had discussions with Fund Trustees and management, and the attached Exhibit 7.1 identifies some of SCM’s key issues and concerns.
 
The reporting persons believe that the addition of one or more additional shareholder-friendly Trustees to the Fund would be helpful, but the reporting persons have no concrete plan or proposal, nor any specific intent with respect to any such plan or proposal, with respect thereto.
 
As noted in Exhibit 7.1, the reporting persons have suggested that Fund repurchase Shares in the open market (at an appropriate discount from net asset value) and/or conduct an issuer tender offer as appropriate steps to narrow the current differential between the Share market price and the Fund’s net asset value per share.    Whether, and to what extent, the Fund, its Trustees and management act on the reporting persons’ suggestions is an open issue, and not within the control of the reporting persons.
 
The Fund has significant net capital loss carryforwards (“Tax Losses”) that can be utilized by the Fund in the future, subject to expiration over a number of years commencing in 2016.   The reporting persons have suggested actions to the Fund, its Trustees and management to use these Tax Losses for the benefit of Fund shareholders and such actions, if implemented, could impact the Fund’s current distribution policy.
 

 
 
 
CUSIP No. 33731L100
Page 7 of 8 Pages

 
Except as described above or in Exhibit 7.1, the reporting persons have no firm or fixed plan or proposal, nor any specific intent with respect to any plan or proposal, that needs to be disclosed pursuant to this Item of Schedule 13D.
 
Item 5.
Interest in Securities of the Company

(a)           The reporting persons in the aggregate (as a group) beneficially own 407,463 Shares, representing 4.9% of the Fund’s 8,259,517 outstanding Shares (based on the Fund’s N-CSR Semi-Annual Report for the six months ended May 31, 2014).  All of these Shares are owned; none are subject to a right to acquire by any reporting person.
 
(b)           Each reporting person (in the group) has beneficial ownership of Shares as follows:

Sims Capital Management LLC:
 
 
(i)
Sole power to vote:
---
  
 
(ii)
Shared power to vote:
343,486
  
 
(iii)
Sole power to dispose:
---
  
 
(iv)
Shared power to dispose:
343,486
  

David C. Sims:
 
 
(i)
Sole power to vote:
8,010
  
 
(ii)
Shared power to vote:
343,486
  
 
(iii)
Sole power to dispose:
8,010
  
 
(iv)
Shared power to dispose:
343,486
  

Luke E. Sims
 
 
(i)
Sole power to vote:
55,967
  
 
(ii)
Shared power to vote:
343,486
  
 
(iii)
Sole power to dispose:
55,967
  
 
(iv)
Shared power to dispose:
343,486
  

(c)           During the 60-day period preceding the filing of this Schedule 13D, the reporting persons have sold Shares in the open market as follows:
 
Reporting Person
No. of Shares
Sale Price
Date
       
Sims Capital Management LLC
12,800
$9.26
08/21/2014
 
(d)           Each advisory client of Sims Capital Management LLC has the right to receive dividends from, and the proceeds from the sale of, Shares held by such advisory client.  David C. Sims and Luke E. Sims, respectively, each have the right to receive dividends from, and the proceeds from the sale of, his respective Shares.
 
 
 
CUSIP No. 33731L100
Page 8 of 8 Pages


(e)           With this amendment, the reporting persons are amending the disclosures to report that they no longer hold more than 5% of the Shares.  So, upon the filing of this amendment, the reporting persons will cease to be reporting persons with regard to the Shares.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

Not applicable.
 
Item 7.
Material to be Filed as Exhibits

Exhibit No.
Description
   
7.1
Copy of letter, dated June 2, 2014, from Sims Capital Management LLC to First Trust and Dividend Fund.*
___________________________   
*
Previously filed.

SIGNATURES

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.
 
Date:           August 25, 2014

SIMS CAPITAL MANAGEMENT LLC


By:           /s/ David C. Sims
David C. Sims
President