-----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, CMDDYRePm5ezIQ+sfum2m6DEw+44NR3quUBTq7HcV/4OxWbp8PL11wjHeAb+5f1t nkWhUUpt50+lkK2AQiRbAA== 0001364773-07-000008.txt : 20070501 0001364773-07-000008.hdr.sgml : 20070501 20070501151626 ACCESSION NUMBER: 0001364773-07-000008 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070501 DATE AS OF CHANGE: 20070501 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BULLDOG INVESTORS GENERAL PARTNERSHIP GROUP MEMBERS: PHILLIP GOLDSTEIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MFS GOVERNMENT MARKETS INCOME TRUST CENTRAL INDEX KEY: 0000811922 IRS NUMBER: 046565627 STATE OF INCORPORATION: MA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47869 FILM NUMBER: 07805610 BUSINESS ADDRESS: STREET 1: 500 BOYLSTON ST STREET 2: 15TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 18006372929 MAIL ADDRESS: STREET 1: 500 BOYLSTON STREET STREET 2: 15TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 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 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 1 mgfthird.txt DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 4/24/07 1. NAME OF REPORTING PERSON Bulldog Investors General Partnership, 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 4,584,725 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 4,584,725 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 4,584,725 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] 13. PERCENT OF CLASS REPRESENTED BY ROW 11 8.93% 14. TYPE OF REPORTING PERSON IA This filing supersedes the schedule 13D filing dated March 15, 2007 by Bulldog Investors, Phillip Goldstein and Andrew Dakos. Certain shares previously owned by affiliates of Bulldog Investors, Phillip Goldstein and Andrew Dakos have been contributed to Bulldog Investors General Partnership (?BIGP?), a New York State general partnership in order to more effectively plan and implement strategies to eliminate the Fund?s discount. The group therefore now includes BIGP and affiliates of Mr. Dakos and Mr. Goldstein. Item 1. SECURITY AND ISSUER This Schedule 13D relates to the shares of Common Stock of MFS Government Markets Income Trust ("MGF"). The principal executive offices of MGF are located at 500 Boylston Street, 15th Floor, Boston, MA 02116. Item 2. IDENTITY AND BACKGROUND This statement is filed on behalf of Bulldog Investors General Partnership (?BIGP?), Phillip Goldstein, 60 Heritage Drive, Pleasantville, NY 10570 and Andrew Dakos, Park 80 West, Plaza Two, Saddle Brook, NJ 07663. Mr.Goldstein and Mr. Dakos are self-employed investment advisors. During the past 5 years none of the above has been convicted in a criminal proceeding, nor been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which they were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Each of the above are United States citizens. ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS Shares of the issuer have been accumulated with funds from accounts managed by the reporting persons. ITEM 4. PURPOSE OF TRANSACTION On April 30, 2007, the issuer announced that its Board of Trustees approved a change in investment strategy and a proposal to seek shareholder approval to allow the trust to use leverage ?to potentially narrow the discount of the trust's share market price to net asset value.? BIGP believes the discount should be eliminated now and that the board?s approach is insufficient to achieve that goal. In order to encourage the board to take more meaningful measures to eliminate the discount, the group intends to consider other options including acquiring additional shares and seeking representation on the board of trustees. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER a) ?b) As per the N-CSR filed on 2/2/2007 there were 51,332,555 shares of MGF outstanding as of 11/30/06. The percentage set forth in item 5 was derived using such number. BIGP, Phillip Goldstein, Andrew Dakos and accounts managed by the reporting persons beneficially own an aggregate of 4,584,725 shares of MGF or 8.93% of the outstanding shares. Power to dispose and vote securities lie solely with Phillip Goldstein and Andrew Dakos. c) During the past 60 days the following shares of MGF were purchased (there were no sales) unless previously reported: Date # of shares Price 3/14/2007 90000 6.6357 3/14/2007 10000 6.6357 3/14/2007 30000 6.6357 3/14/2007 10000 6.6357 3/14/2007 11000 6.6357 3/14/2007 36000 6.6357 3/15/2007 65000 6.6465 3/15/2007 6000 6.6465 3/15/2007 20000 6.6465 3/15/2007 10000 6.6465 3/15/2007 7000 6.6465 3/15/2007 22000 6.6465 3/22/2007 2000 6.66 3/23/2007 10000 6.65 3/27/2007 100000 6.6898 3/27/2007 17500 6.6898 3/27/2007 35000 6.6898 3/27/2007 10000 6.6898 3/27/2007 19500 6.6898 3/27/2007 63000 6.6898 3/28/2007 60800 6.6834 3/28/2007 12600 6.6834 3/28/2007 14000 6.6834 3/28/2007 6000 6.6834 3/28/2007 15000 6.6834 3/28/2007 48600 6.6834 3/29/2007 129000 6.69 3/29/2007 18000 6.69 3/29/2007 22000 6.69 3/29/2007 10000 6.69 3/29/2007 21000 6.69 3/29/2007 69000 6.69 3/30/2007 58300 6.672 4/3/2007 8000 6.69 4/4/2007 2800 6.68 4/9/2007 40000 6.665 4/9/2007 5000 6.665 4/9/2007 5000 6.665 4/10/2007 15000 6.62 4/10/2007 3600 6.62 4/11/2007 14100 6.62 4/18/2007 4900 6.66 4/19/2007 2300 6.66 4/25/2007 15000 6.6983 4/25/2007 10000 6.6983 4/25/2007 20000 6.6983 4/25/2007 80900 6.6983 4/26/2007 9800 6.7 d) Beneficial Owners of the accounts managed by the reporting persons 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. Joint Filing Agreement Dated: 4/30/07 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /s/ Andrew Dakos Name:: Andrew Dakos Exhibit 1. Joint Filing Agreement In accordance with Rule 13d-1 (k) (1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13D (and all further amendments filed by them) with respect to the shares of MGF. Dated: 4/30/07 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /s/ Andrew Dakos Name: Andrew Dakos -----END PRIVACY-ENHANCED MESSAGE-----