|
□
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
(a)(1)(i)
|
|
(a)(1)(ii)
|
|
(a)(1)(iii)
|
|
(a)(1)(iv)
|
|
(a)(1)(v)
|
|
(a)(2)
|
None.
|
(a)(3)
|
Not Applicable.
|
(a)(4)
|
Not Applicable.
|
(a)(5)(i)
|
|
(b)
|
None.
|
(d)
|
None.
|
(g)
|
None.
|
(h)
|
None.
|
Special Opportunities Fund, Inc.
|
||
|
||
By:
|
|
/s/ Andrew Dakos
|
Name:
|
|
Andrew Dakos
|
Title:
|
|
President
|
Exhibit No.
|
|
Exhibit Description
|
|
Exhibit No. In Filing
|
|
|
|
|
|
(a)(1)(i)
|
|
Offer to Purchase, dated March 4, 2022
|
|
99.(a)(1)(i)
|
|
|
|
|
|
(a)(1)(ii)
|
|
Letter of Transmittal
|
|
99.(a)(1)(ii)
|
|
|
|
|
|
(a)(1)(iii)
|
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
|
|
99.(a)(1)(iii)
|
|
|
|
|
|
(a)(1)(iv)
|
|
Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
|
|
99.(a)(1)(iv)
|
|
|
|
|
|
(a)(1)(v)
|
|
Letter to Stockholders
|
|
99.(a)(1)(v)
|
|
|
|
|
|
(a)(5)(i)
|
|
Press Release, dated March 4, 2022
|
|
99.(a)(5)(i)
|
|
|
|
|
|
|
Filing Fee Exhibit
|
|
SUMMARY TERM SHEET
|
1
|
1
|
Purchase Price; Number of Shares; Termination Date.
|
4
|
2
|
Acceptance for Payment and Payment for Shares.
|
5
|
3
|
Procedure for Tendering Shares.
|
6
|
4
|
Rights of Withdrawal.
|
8
|
5
|
Source and Amount of Funds; Effect of the Offer.
|
8
|
6
|
Purpose of the Offer; Plans or Proposals of the Fund.
|
10
|
7
|
NAV and Market Price Range of Shares; Dividends.
|
10
|
8
|
Certain United States Federal Income Tax Consequences.
|
11
|
9
|
Financial Statements.
|
14
|
10
|
Certain Information Concerning the Fund and the Fund’s Investment Adviser.
|
14
|
11
|
Interest of Directors and Officers; Transactions and Arrangements Concerning the Shares.
|
16
|
12
|
Certain Legal Matters; Regulatory Approvals.
|
16
|
13
|
Certain Conditions of the Offer.
|
17
|
14
|
Fees and Expenses.
|
17
|
15
|
Miscellaneous.
|
17
|
16
|
Additional Information.
|
18
|
17
|
Contacting the Depositary and the Administrator.
|
18
|
1.
|
Purchase Price; Number of Shares; Termination Date.
|
2.
|
Acceptance for Payment and Payment for Shares.
|
3.
|
Procedure for Tendering Shares.
|
4.
|
Rights of Withdrawal.
|
5.
|
Source and Amount of Funds; Effect of the Offer.
|
|
As of
February 22, 2022
|
|
Adjustment For Purchase at
$15.27 Per Share (2)
|
|
Pro Forma As
Adjusted
|
Total Net Assets
|
$200,047,110
|
|
$(19,087,500)
|
|
$180,959,610
|
|
|
|
|
|
|
Total Assets
|
$261,871,772
|
|
$ (19,087,500)
|
|
$242,784,272
|
Shares Outstanding
|
12,712,964
|
|
(1,250,000)
|
|
11,462,964
|
|
|
|
|
|
|
NAV Per Share (3)
|
$15.74
|
|
$15.27
|
|
$15.79
|
6.
|
Purpose of the Offer; Plans or Proposals of the Fund.
|
7.
|
NAV and Market Price Range of Shares; Dividends.
|
Fiscal Period Ended
|
|
|
|
|||||||||
|
|
Market Price
|
|
|||||||||
|
|
High
|
|
|
Low
|
|
|
NAV
|
|
|||
March 31, 2020
|
|
$
|
9.83
|
$
|
9.41
|
$
|
10.58
|
|
||||
June 30, 2020
|
|
$
|
11.32
|
$
|
11.23
|
$
|
12.98
|
|
||||
September 30, 2020
|
|
$
|
12.54
|
$
|
12.33
|
$
|
13.68
|
|
||||
December 31, 2020
|
|
$
|
14.17
|
$
|
14.04
|
$
|
16.13
|
|
||||
March 31, 2021
|
|
$
|
14.72
|
$
|
14.66
|
$
|
17.52
|
|
||||
June 30, 2021
|
|
$
|
15.24
|
$
|
15.15
|
$
|
17.25
|
|
||||
September 30, 2021
|
|
$
|
15.80
|
$
|
15.37
|
$
|
16.59
|
|
||||
December 31, 2021
|
|
$
|
15.50
|
$
|
15.26
|
$
|
16.55
|
|
8.
|
Certain United States Federal Income Tax Consequences.
|
•
|
Substantially Disproportionate. An exchange of Shares for cash pursuant to the Offer will be “substantially disproportionate” with respect to a U.S.
Stockholder if the percentage of outstanding Shares of the Company actually and constructively owned by the U.S. Stockholder immediately following the exchange of Shares for cash pursuant to the Offer (treating all the Shares acquired by us
pursuant to the Offer as not outstanding) is less than 80% of the percentage of the outstanding Shares of the Fund actually and constructively owned by the U.S. Stockholder immediately before the exchange (treating as outstanding all the
Shares purchased in the Offer from the particular U.S. Stockholder and all other stockholders). In no event will the exchange of Shares for cash pursuant to the Offer be substantially disproportionate with respect to a U.S. Stockholder that
owns 50% or more of the combined voting power of the Fund immediately following the exchange of Shares for cash pursuant to the Offer.
|
|
•
|
Complete Termination. An exchange of Shares for cash pursuant to the Offer will result in a “complete termination” of a U.S. Stockholder’s equity
interest in the Fund if either (a) all of the stock of the Fund (including the Shares and other stock) actually and constructively owned by the U.S. Stockholder is exchanged for cash pursuant to the Offer or (b) all of the stock of the Fund
(including the Shares and other stock) actually owned by the U.S. Stockholder is exchanged for cash pursuant to the Offer and the U.S. Stockholder is eligible to waive, and effectively waives, the attribution of the Fund’s stock
constructively owned by the U.S. Stockholder in accordance with the procedures described in Section 302(c)(2) of the Code. U.S. Stockholders wishing to satisfy the “complete termination” test through waiver of attribution in accordance with
the procedures described in Section 302(c)(2) of the Code should consult their tax advisors concerning the mechanics and desirability of such a waiver.
|
|
•
|
Not Essentially Equivalent to a Dividend. An exchange of Shares for cash pursuant to the Offer will be treated as “not essentially equivalent to a
dividend” with respect to a U.S. Stockholder if it results in a “meaningful reduction” in the U.S. Stockholder’s interest in the Fund. Whether a U.S. Stockholder meets this test will depend on the U.S. Stockholder’s particular facts and
circumstances. Generally, even a small reduction in the percentage interest (by vote and value) of a U.S. Stockholder who is a minority stockholder and who exercises no control over corporate affairs should constitute a “meaningful
reduction.” U.S. Stockholders should consult their tax advisers as to the application of this test to their particular circumstances. In particular, depending on the total number of shares exchanged pursuant to the Offer, it is possible
that an exchanging stockholder’s percentage interest in the Fund could increase even though the total number of shares of our stock beneficially owned by such stockholder decreases.
|
9.
|
Financial Statements.
|
10.
|
Certain Information Concerning the Fund and the Fund’s Investment Adviser.
|
11.
|
Interest of Directors and Officers; Transactions and Arrangements Concerning the Shares.
|
NAME
|
|
POSITION
|
Andrew Dakos
|
|
Director and President
|
Phillip Goldstein
|
|
Director, Chairman and Secretary
|
Gerald Hellerman*
|
|
Independent Director
|
Marc Lunder
|
Independent Director
|
|
Ben H. Harris
|
Independent Director
|
|
Charles C. Walden
|
|
Independent Director
|
Stephanie Darling
|
Chief Compliance Officer
|
|
Rajeev Das
|
|
Vice President
|
Thomas Antonucci
|
Chief Financial Officer and Treasurer
|
Name
|
Date
|
Type
|
Amount of Shares
|
Price Per Share
|
Phillip Goldstein
|
02/07/2022
|
Open Market Purchase
|
2,000
|
$14.755
|
Gerald Hellerman
|
01/26/2022
|
Open Market Purchase
|
285
|
$14.72
|
01/26/2022
|
Open Market Purchase
|
785
|
$14.63
|
|
01/28/2022
|
Open Market Purchase
|
68
|
$14.59
|
|
01/28/2022
|
Open Market Purchase
|
532
|
$14.50
|
12.
|
Certain Legal Matters; Regulatory Approvals.
|
13.
|
Certain Conditions of the Offer.
|
14.
|
Fees and Expenses.
|
15.
|
Miscellaneous.
|
16.
|
Additional Information.
|
|
•
|
|
our Annual Report on Form N-CSR for the year ended December 31, 2021, as filed with the Commission on March 3, 2022;
|
|
•
|
|
our Semi-Annual Report on Form N-CSRS for the six month ended June 30, 2021, as filed with the Commission on September 2, 2021; and
|
|
•
|
|
our Issuer Tender Offer Statement on Schedule TO as filed with the Commission on March 4, 2022.
|
17.
|
Contacting the Depositary and the Administrator.
|
By Hand or Overnight Delivery:
|
American Stock Transfer & Trust Company, LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, New York 11219
|
By Hand or Overnight Delivery:
|
|
American Stock Transfer & Trust Company, LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, New York 11219
|
DESCRIPTION OF SHARES TENDERED
|
||||
Name(s) and Address(es) of Registered Owner(s)
(If blank, please fill in exactly as name(s) appear(s) on share certificate(s))
|
Shares Tendered
(attached additional list if necessary)
|
|||
Certificated Shares**
|
|
|||
Certificate Number(s)*
|
Total Number of Shares Represented by Certificate(s)*
|
Number of Shares Tendered**
|
Book Entry Shares Tendered
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Shares
|
|
|
|
|
* Need not be completed by Book-Entry Stockholders.
** Unless otherwise indicated, it will be assumed that all Shares represented by certificates described above are being tendered hereby.
|
□
|
CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING (ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN DTC
MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
|
|
|
|
Name of Tendering
Institution:
|
|
DTC Participant
Number:
|
|
Transaction Code
Number:
|
SPECIAL PAYMENT INSTRUCTIONS
|
|
SPECIAL DELIVERY INSTRUCTIONS
|
(SEE INSTRUCTION 9)
|
|
(SEE INSTRUCTION 9)
|
To be completed ONLY if (i) the check for the Purchase Price for certificated Shares accepted for payment is, or (ii) Shares represented by certificates that are not tendered or accepted are, to be issued to someone other than the
registered holder.
|
|
To be completed ONLY if the check for the Purchase Price for certificated Shares accepted for payment is to be delivered to someone other than the registered holder and/or to an address other than that shown above.
|
Mail Certificate to:
|
||
Name
|
|
Name
|
(Please Print)
|
|
(Please Print)
|
Address
|
|
Address
|
|
|
|
|
|
|
|
|
|
(City, State, Zip Code)
|
|
(City, State, Zip Code)
|
|
|
|
|
|
|
Complete Payer Substitute Form W-9 (Tax Identification (Social Security) Number)
|
|
|
By Hand or Overnight Delivery:
|
|
American Stock Transfer & Trust Company, LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, New York 11219
|
SUBSTITUTE
FORM W-9
Department of the
Treasury
Internal Revenue Service
|
Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW
|
__________________
Social Security Number
OR
__________________
Employer Identification
Number
|
Part 2 — FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING
(See Page 2 of enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9)
|
__________________
|
|
Payer’s Request for
Taxpayer Identification
Number (TIN) and Certification
|
Part 3—Certification Under Penalties of Perjury, I certify that:
(1) The number shown on this form is my current taxpayer identification number (or I am waiting for a number to be issued to me),
(2) I am not subject to backup withholding either because (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject
to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding and
(3) I am a U.S. person (including a U.S. resident alien).
|
Part 4—
Awaiting TIN □
|
|
Certification instructions — You must cross out item (2) in Part 3 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if
after being notified by the IRS that you are subject to backup withholding you receive another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2).
SIGNATURE DATE_______________________
NAME ________________________________________________________________
ADDRESS
CITY STATE ZIP CODE ___________________
ENTITY TYPE: □ Individual/sole proprietor or single-member LLC □ C Corporation □ S Corporation □ Partnership □ Trust/estate □ Limited liability company. For a limited liability company, enter the tax classification (C=C Corporation,
S=S Corporation, P= Partnership) ___.
Other: _________________________.
|
PAYER’S NAME: American Stock Transfer & Trust Company, LLC CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify, under penalties of perjury, that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to
the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number before
payment is made, a portion of such reportable payment will be withheld.
|
||
|
|
|
Signature
|
|
Date
|
|
|
|
For this type of account:
|
Give the SOCIAL SECURITY number of —
|
|
For this type of account:
|
Give the EMPLOYER IDENTIFICATION number of —
|
1. An individual’s account
|
The individual
|
|
8. Sole proprietorship or disregarded entity owned by an individual
|
The owner(4)
|
2. Two or more individuals (joint account)
|
The actual owner of the account or, if combined funds, the first individual on the account(1)
|
|
9. A valid trust, estate or pension trust
|
The legal entity(5)
|
3. Husband and wife (joint account)
|
The actual owner of the account or, if joint funds, the first individual on the account (1)
|
|
10. Corporation or LLC electing corporate status on Form 8832 or Form 2553
|
The corporation
|
4. Custodian account of a minor (Uniform Gift to Minors Act)
|
The minor(2)
|
|
11. Religious, charitable, or educational organization account
|
The organization
|
5. Adult and minor (joint account)
|
The adult or, if the minor is the only contributor, the minor(1)
|
|
12. Partnership or multi-member LLC
|
The partnership
|
6. Account in the name of guardian or committee for a designated ward, minor, or incompetent person
|
The ward, minor, or incompetent person(3)
|
|
13. Association, club, or other tax-exempt organization
|
The organization
|
7. a. The usual revocable savings trust account (grantor is also trustee)
|
The grantor-trustee(1)
|
|
14. A broker or registered nominee
|
The broker or nominee
|
b. So-called trust account that is not a legal or valid trust under state law
|
The actual owner(1)
|
|
15. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments
|
The public entity
|
(1)
|
List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.
|
(2)
|
Circle the minor’s name and furnish the minor’s social security number.
|
(3)
|
Circle the ward’s, minor’s or incompetent person’s name and furnish such person’s social security number.
|
(4)
|
You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or employer identification number (if you have one).
|
(5)
|
List first and circle the name of the legal trust, estate, or pension trust. Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account
title.
|
Note:
|
If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.
|
By Hand or Overnight Delivery:
|
|
American Stock Transfer & Trust Company, LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, New York 11219
|
|
1.
|
A letter to Stockholders of the Fund from Andrew Dakos, President of the Fund;
|
|
2.
|
The Offer to Purchase dated March 4, 2022;
|
|
3.
|
The Letter of Transmittal for your use and to be provided to your clients; and
|
|
4.
|
A form of letter to clients that may be sent to your clients for whose accounts you hold Shares registered in your name (or in the name of your nominee).
|
Transaction
Valuation |
Fee rate
|
Amount of
Filing Fee |
||||||||||
Fees to Be Paid
|
$
|
19,087,500(a)
|
$
|
92.70
|
$
|
1,769.41(b)
|
||||||
Fees Previously Paid
|
$
|
N/A
|
$
|
—
|
||||||||
Total Transaction Valuation
|
$
|
19,087,500
|
$
|
—
|
||||||||
Total Fees Due for Filing
|
$
|
1,769.41
|
||||||||||
Total Fees Previously Paid
|
$
|
—
|
||||||||||
Total Fee Offsets
|
—
|
|||||||||||
Net Fee Due
|
$
|
1,769.41
|
(a)
|
The transaction valuation is estimated solely for purposes of calculating the filing fee. The amount is based upon the offer to purchase up to
1,250,000 shares of common stock of Special Opportunities Fund, Inc. based upon a price of $15.27 (97% the net asset value per share at February 22, 2022.
|
(b)
|
Calculated as 100% of the Transaction Valuation.
|