-----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, SD6a+0psvAXhpJjMIKTny/VaHTQdnDfkBm8VMVhz1MZxwkpR4o2+s25MRO3eZz0o f+e+qqthThsxzjMgYD1Upg== 0001067621-08-000060.txt : 20081203 0001067621-08-000060.hdr.sgml : 20081203 20081203134754 ACCESSION NUMBER: 0001067621-08-000060 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081203 DATE AS OF CHANGE: 20081203 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BULLDOG INVESTORS GROUP MEMBERS: PHILLIP GOLDSTEIN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDSTEIN PHILLIP CENTRAL INDEX KEY: 0001067621 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 9147475262 MAIL ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Dekania Corp. CENTRAL INDEX KEY: 0001363202 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841703721 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82538 FILM NUMBER: 081227073 BUSINESS ADDRESS: STREET 1: 2929 ARCH STREET STREET 2: SUITE 1703 CITY: PHILADELPHIA STATE: PA ZIP: 19104 BUSINESS PHONE: (215) 701-9555 MAIL ADDRESS: STREET 1: 2929 ARCH STREET STREET 2: SUITE 1703 CITY: PHILADELPHIA STATE: PA ZIP: 19104 FORMER COMPANY: FORMER CONFORMED NAME: Dekania Acquisition Corp. DATE OF NAME CHANGE: 20060517 SC 13D/A 1 thirda.txt DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 10/17/08 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 689,950 8. SHARED VOTING POWER 307,651 9. SOLE DISPOSITIVE POWER 997,601 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 997,601 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 7.86% 14. TYPE OF REPORTING PERSON IA _______________________________________________________ This statement constitutes Amendment # 2 to the schedule 13d filed September 18, 2008. Except as specifically set forth herein, the Schedule 13d remains unmodified. Item 4 is amended as follows: Item 4. PURPOSE OF TRANSACTION On September 12, 2008, the Company entered into an Agreement and Plan of Merger with AEFC pursuant to which AEFC would merge with and into the Company. The Company announced on October 7, 2008 that it had been advised by AEFC that a majority of AEFCs shareholders had taken action by consent disapproving and rejecting the merger between the Company and AEFC. The Company is currently evaluating the effectiveness of the alleged shareholder action, as well as the alternatives available to it with respect to the merger and AEFC. On October 17, 2008, Opportunity Partners L.P., an affiliate of the filing person, filed a petition in the Court of Chancery in the State of Delaware to compel an annual meeting of shareholders. On November 18, 2008, the parties agreed, among other things, to cancel a hearing on the petition, which had been scheduled for November 19, 2008, and to hold an annual stockholders meeting not later than February 7, 2009. The stipulation provides that the issuer proxy materials for the meeting will include a dissolution proposal and plan of liquidation for consideration by the shareholders. If such dissolution proposal is approved, the issuer will use its best efforts to distribute within 10 days of the shareholder meeting $10 per share to the Public Stockholders in accordance with and subject to the limitations in the Registration Statement dated February 1, 2007. The stipulation further provides that the proxy materials for the meeting may include a business strategy proposal as an alternative to liquidation. The issuer also agreed to pay the petitioners attorneys fees and costs of $8,300.00 in connection with bringing the action. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As per the 10Q filed on 8/14/2008 there were 12,699,900 shares of common stock outstanding as of April 11, 2008. The percentage set forth in item 5 was derived using such number. Bulldog Investors, Phillip Goldstein and Andrew Dakos beneficially own an aggregate of 969,601 shares of DEK or 7.44% of the outstanding shares.Power to dispose of and vote securities resides either with Mr. Goldstein, Mr. Dakos or with clients. c) During the past 60 days the following shares of DEK were traded: BUYS Date: Shares: Price: 10/23/08 2200 $9.45 10/27/08 5700 $9.40 10/28/08 7001 $9.45 10/28/08 200 $9.43 10/28/08 100 $9.38 10/28/08 100 $9.46 10/29/08 4450 $9.45 10/30/08 100 $9.38 10/31/08 4600 $9.43 11/05/08 7000 $9.50 11/05/08 5050 $9.55 11/10/08 20150 $9.5494 11/21/08 40100 $9.6987 11/21/08 4700 $9.70 11/21/08 300 $9.69 11/21/08 5500 $9.70 11/21/08 4500 $9.69 11/24/08 60000 $9.70 11/25/08 25000 $9.6998 12/2/08 28000 $9.72 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. 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: 12/3/08 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos -----END PRIVACY-ENHANCED MESSAGE-----