0000921895-20-002666.txt : 20201021 0000921895-20-002666.hdr.sgml : 20201021 20201021162946 ACCESSION NUMBER: 0000921895-20-002666 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20201021 DATE AS OF CHANGE: 20201021 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Eaton Vance Floating-Rate Income Plus Fund CENTRAL INDEX KEY: 0001573698 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87543 FILM NUMBER: 201250814 BUSINESS ADDRESS: STREET 1: TWO INTERNATIONAL PLACE CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 800-225-6265 MAIL ADDRESS: STREET 1: TWO INTERNATIONAL PLACE CITY: BOSTON STATE: MA ZIP: 02110 FORMER COMPANY: FORMER CONFORMED NAME: Eaton Vance Floating Rate Income Plus Fund DATE OF NAME CHANGE: 20130404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Saba Capital Management, L.P. CENTRAL INDEX KEY: 0001510281 IRS NUMBER: 800361690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 405 LEXINGTON AVENUE STREET 2: 58TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 BUSINESS PHONE: 212-542-4635 MAIL ADDRESS: STREET 1: 405 LEXINGTON AVENUE STREET 2: 58TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 SC 13D/A 1 sc13da210769003_10212020.htm AMENDMENT NO. 2 TO THE SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)1

Eaton Vance Floating-Rate Income Plus Fund

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

278284104

(CUSIP Number)

Saba Capital Management, L.P.

405 Lexington Avenue

58th Floor

New York, New York 10174

Attention: Michael D’Angelo

(212) 542-4635

 

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

Attention: Adam W. Finerman, Esq.

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

October 20, 2020

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

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing 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. 278284104

  1   NAME OF REPORTING PERSON  
         
        Saba Capital Management, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO (see Item 3)  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,714,749  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          1,714,749  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,714,749  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        22.5%1  
  14   TYPE OF REPORTING PERSON  
         
        PN; IA  

  

 

1 The percentages used herein are calculated based upon 7,606,422 shares of common stock outstanding as of 5/31/2020, as disclosed in the company’s Form N-CSR filed 7/22/2020.

2

CUSIP No. 278284104

  1   NAME OF REPORTING PERSON  
         
        Boaz R. Weinstein  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO (see Item 3)  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        United States  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,714,749  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          1,714,749  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,714,749  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        22.5%1  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

 

1 The percentages used herein are calculated based upon 7,606,422 shares of common stock outstanding as of 5/31/2020, as disclosed in the company’s Form N-CSR filed 7/22/2020.

3

CUSIP No. 278284104

 

  1   NAME OF REPORTING PERSON  
         
        Saba Capital Management GP, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO (see Item 3)  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,714,7491  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          1,714,749  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,714,749  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        22.5%2  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

 

1 A portion of the shares are held by Saba Closed-End Funds ETF, which will vote its shares pursuant to its Statement of Additional Information.

2 The percentages used herein are calculated based upon 7,606,422 shares of common stock outstanding as of 5/31/2020, as disclosed in the company’s Form N-CSR filed 7/22/2020.

4

CUSIP No. 278284104

Item 1.SECURITY AND ISSUER

This Amendment No. 2 amends and supplements the statement on Schedule 13D filed with the SEC on October 23, 2019, as amended on December 2, 2019, with respect to the Common Shares of Eaton Vance Floating-Rate Income Plus Fund. This Amendment No. 2 amends Items 2, 3, 4, 5, 6 and 7 as set forth below.

Item 2.IDENTITY AND BACKGROUND

Item 2 is hereby amended and restated as follows:

(a)This Schedule 13D is being jointly filed by:

 

(i)Saba Capital Management, L.P., a Delaware limited partnership (“Saba Capital”);

 

(ii)Saba Capital Management GP, LLC, a Delaware limited liability company (“Saba GP”); and

 

(iii)Mr. Boaz R. Weinstein (“Mr. Weinstein”), (together, the “Reporting Persons”).

 

Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Sections 13 of the Securities Exchange Act of 1934, the beneficial owner of the Common Stock reported herein.

 

(b)The address of the business office of each of the Reporting Persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174.

 

(c)The principal business of: (i) Saba Capital is to serve as investment manager to private and public investment funds and/or accounts, (ii) Saba GP is to serve as general partner of the Saba Capital and other affiliated entities, and (iii) Mr. Weinstein, an individual, is managing member of the general partner of Saba Capital and other affiliated entities.

 

(d)The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is 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.

 

(f)Saba Capital is organized as a limited partnership under the laws of the State of Delaware. Saba GP is organized as a limited liability company under the laws of the State of Delaware. Mr. Weinstein is a citizen of the United States.

 

The Reporting Persons have executed a Joint Filing Agreement, dated October 21, 2020, with respect to the joint filing of this Schedule 13D, and any amendment or amendments hereto, a copy of which is attached hereto as Exhibit 99.1.

5

CUSIP No. 278284104

 

Item 3.SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 is hereby amended and restated as follows:

Funds for the purchase of the Common Shares were derived from the subscription proceeds from investors and the capital appreciation thereon and margin account borrowings made in the ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Stock reported herein. A total of approximately $25,844,492 was paid to acquire the Common Shares reported herein.

Item 4.PURPOSE OF TRANSACTION

Item 4 is hereby amended and supplemented as follows:

On October 20, 2020, Saba Capital submitted to the Issuer a proposal (the “Proposal”) pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended. The Proposal provides for the Investment Advisory and Administration Agreement between the Issuer and Eaton Vance Management (“EVM”), dated May 15, 2013, as amended or novated, and all other advisory and management agreements between the Issuer and EVM, to be terminated by the Issuer, pursuant to the right of stockholders as embodied in Section 15(a)(3) of the Investment Company Act of 1940 and as required to be included in such agreements, with such termination to be effective no more than sixty days following the date that the Proposal is approved by stockholders.

The foregoing description of the Proposal is qualified in its entirety by the full text of the Proposal, a copy of which is attached as Exhibit 99.2 hereto and incorporated by reference herein.

Item 5.INTEREST IN SECURITIES OF THE ISSUER

Item 5 is hereby amended and restated as follows:

(a)See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons. The percentages used herein are calculated based upon 7,606,422 common shares outstanding as of 5/31/2020, as disclosed in the company’s Form N-CSR filed 7/22/2020.

 

(b)See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

 

(c)No transactions in the Common Shares by the Reporting Persons were effected within the past sixty days.

 

(d)The funds and accounts advised by Saba Capital have the right to receive the dividends from and proceeds of sales from the Common Stock.

 

6

CUSIP No. 278284104

(e)Not applicable.

 

Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented as follows:

Other than the Joint Filing Agreement attached as Exhibit 99.1 hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

Item 7.Material to be Filed as Exhibits

Item 7 is hereby amended to add the following exhibits:

99.1Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act.
99.2Proposal.

7

CUSIP No. 278284104

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: October 21, 2020

 

  SABA CAPITAL MANAGEMENT, L.P.
   
  By:

/s/ Michael D’Angelo

    Name: Michael D’Angelo
    Title: Chief Compliance Officer

 

 

  BOAZ R. WEINSTEIN
   
  By:

/s/ Michael D’Angelo

    Name: Michael D’Angelo
    Title: Attorney-in-fact*

 

 

  SABA CAPITAL MANAGEMENT GP, LLC
   
  By: Boaz R. Weinstein, its Managing Member
     
  By:

/s/ Michael D’Angelo

    Name: Michael D’Angelo
    Title: Attorney-in-fact*

 

 

* Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823

8

  

 EX-99.1 2 ex991to13da210769003_102120.htm JOINT FILING AGREEMENT

Exhibit 99.1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Date: October 21, 2020

 

  SABA CAPITAL MANAGEMENT, L.P.
   
  By:

/s/ Michael D’Angelo

    Name: Michael D’Angelo
    Title: Chief Compliance Officer

 

 

  BOAZ R. WEINSTEIN
   
  By:

/s/ Michael D’Angelo

    Name: Michael D’Angelo
    Title: Attorney-in-fact*

 

 

  SABA CAPITAL MANAGEMENT GP, LLC
   
  By: Boaz R. Weinstein, its Managing Member
     
  By:

/s/ Michael D’Angelo

    Name: Michael D’Angelo
    Title: Attorney-in-fact*

 

 

* Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823

 EX-99.2 3 ex992to13da210769003_102120.htm PROPOSAL

Exhibit 99.2

Proposal

Proposal

“RESOLVED, that the Investment Advisory and Administration Agreement between Eaton Vance Floating Rate Income Plus Fund (the “Fund”) and Eaton Vance Management (“EVM”), dated May 15, 2013, as amended or novated, and all other advisory and management agreements between the Fund and EVM shall be terminated by the Fund, pursuant to the right of stockholders as embodied in Section 15(a)(3) of the Investment Company Act of 1940 and as required to be included in such agreements, such termination to be effective no more than sixty days following the date hereof.”

 

Supporting Statement:

Saba has submitted this proposal based on its belief that the approval of this proposal would be in the best interest of the Fund’s stockholders. For this reason, we recommend voting “FOR” this proposal.