The
following constitutes the Schedule 13D filed by the undersigned (the “Schedule
13D”).
|
Item
1.
|
Security and
Issuer
.
|
This
statement relates to shares of the Common Stock, par value $0.0001 per share
(the “Shares”), of Neuberger Berman Dividend Advantage Fund Inc. (the
“Issuer”). The address of the principal executive offices of the
Issuer is c/o Neuberger Berman Management Inc., 605 Third Avenue, 2nd Floor, New
York, New York 10158-0180.
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Item 2.
|
Identity and
Background.
|
(a) This
statement is filed by Western Investment LLC, a Delaware limited liability
company (“WILLC”), Western Investment Hedged Partners L.P., a Delaware limited
partnership (“WIHP”), Western Investment Activism Partners LLC, a Delaware
limited liability company (“WIAP”), Western Investment Total Return Partners
L.P., a Delaware limited partnership (“WITRP”), Arthur D. Lipson (“Mr. Lipson,”
and together with WILLC, WIHP, WIAP and WITRP, the “Western Entities”),
Benchmark Plus Partners, L.L.C., a Delaware limited liability company (“BPP”),
Benchmark Plus Management, L.L.C., a Delaware limited liability company (“BPM”),
Scott Franzblau (“Mr. Franzblau”), Robert Ferguson (“Mr. Ferguson,” and together
with BPP, BPM and Mr. Franzblau, the “Benchmark Entities”), Matthew S. Crouse
(“Mr. Crouse”), William J. Roberts (“Mr. Roberts”), Gary G. Schlarbaum (“Mr.
Schlarbaum”) and Robert A. Wood (“Professor Wood”). Each of the
foregoing is referred to as a “Reporting Person” and collectively as the
“Reporting Persons.”
WILLC has
sole voting and investment power over WIHP’s, WIAP’s and WITRP’s security
holdings and Mr. Lipson, in his role as the managing member of WILLC, controls
WILLC’s voting and investment decisions. BPM is the managing member
of BPP and Messrs. Franzblau and Ferguson, in their roles as managing members of
BPM, have sole voting and investment control over BPP’s security
holdings.
Each of
the Reporting Persons is party to that certain Joint Filing and Solicitation
Agreement as further described in Item 6. Accordingly, the Reporting
Persons are hereby filing a joint Schedule 13D.
(b) The
principal business address of each of WILLC, WIHP, WIAP, WITRP and Mr. Lipson
and Mr. Crouse is 7050 S. Union Park Center, Suite 590, Midvale, Utah
84047.
The
principal business address of each of BPP, BPM, Mr. Franzblau and Mr. Ferguson
is 820 A Street, Suite 700, Tacoma, Washington 98402.
The
principal business address of Mr. Roberts is c/o Beldon Fund, 99 Madison Avenue,
8th Floor, New York, New York 10016.
The
principal business address of Mr. Schlarbaum is 5 Radnor Corporate Center, Suite
520, 100 Matsonford Road, Radnor, Pennsylvania 19087.
The
principal business address of Professor Wood is c/o Fogelman College of Business
& Economics, The University of Memphis, Memphis, Tennessee
38152.
(c) The
principal business of WILLC is acting as the managing member of WIAP and the
general partner of each of WIHP and WITRP. The principal occupation
of Mr. Lipson is acting as managing member of WILLC. The principal
business of each of WIHP, WIAP and WITRP is acquiring, holding and disposing of
investments in various companies. The principal occupation of Mr.
Crouse is serving as portfolio manager at WILLC.
The
principal business of BPP is acquiring, holding and disposing of investments in
various companies. The principal business of BPM is acting as the
managing member of BPP. The principal occupation of Mr. Ferguson is
acting as a managing member of BPM. The principal occupation of Mr.
Franzblau is acting as a managing member of BPM.
The
principal occupation of Mr. Roberts is serving as the President and Executive
Director of the Beldon Fund, a non-profit organization.
The
principal occupation of Mr. Schlarbaum is serving as a portfolio manager at
Global Capital Management, a registered investment advisor.
The
principal occupation of Professor Wood is serving as Professor of Finance at the
University of Memphis.
(d) No
Reporting Person has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) No
Reporting Person has, during the last five years, been 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) Mr.
Lipson, Mr. Franzblau, Mr. Ferguson, Mr. Crouse, Mr. Rappaport, Mr. Roberts, Mr.
Schlarbaum and Professor Wood are citizens of the United States of
America.
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Item
3.
|
Source and Amount of
Funds or Other
Consideration
.
|
The
aggregate purchase price of the 379,979 Shares beneficially owned by WILLC is
approximately $4,253,305. The Shares beneficially owned by WILLC
consist of 600 Shares that were acquired with WILLC’s working capital, 158,271
Shares that were acquired with WIHP’s working capital, 158,611 Shares that were
acquired with WIAP’s working capital and 62,497 Shares that were acquired with
WITRP’s working capital.
The
aggregate purchase price of the 10,100 Shares beneficially owned by BPM is
$55,459. The Shares beneficially owned by BPM consist of 10,100
Shares that were acquired with BPP’s working capital.
|
Item
4.
|
Purpose of
Transaction
.
|
The
Reporting Persons purchased the Shares based on the Reporting Persons’ belief
that the Shares, when purchased, were significantly undervalued and represented
an attractive investment opportunity. Depending upon overall market
conditions, other investment opportunities available to the Reporting Persons,
and the availability of Shares at prices that would make the purchase of
additional Shares desirable, the Reporting Persons may endeavor to increase
their position in the Issuer through, among other things, the purchase of Shares
on the open market or in private transactions or otherwise, on such terms and at
such times as the Reporting Persons may deem advisable.
WILLC is
seeking representation on the Issuer’s Board of Directors (the
“Board”). WILLC delivered a letter dated December 12, 2008 to the
Corporate Secretary of the Issuer nominating Messrs. Lipson, Schlarbaum, Roberts
and Crouse and Professor Wood, as set forth therein, for election to the Board
at the Issuer’s 2009 annual meeting of stockholders (the “2009 Annual
Meeting”).
No
Reporting Person has any present plan or proposal which would relate to or
result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D except as set forth in this Schedule 13D or such as would occur
upon completion of any of the actions discussed above. The Reporting
Persons intend to review their investment in the Issuer on a continuing basis
and engage in discussions with management, the Board of the Issuer and other
stockholders of the Issuer concerning the business, operations and future plans
of the Issuer. The Reporting Persons are concerned by the persistent
discount to net asset value at which the Shares have been trading and believe
that the Issuer should take appropriate action to cause the discount to net
asset value to be eliminated or reduced. Depending on various factors
including, without limitation, the Issuer’s financial position and investment
strategy, the price levels and/or discount to net asset value of the Shares,
conditions in the securities markets and general economic and industry
conditions, the Reporting Persons may in the future take such actions with
respect to their investment in the Issuer as they deem appropriate including,
without limitation, seeking additional Board representation, commencing a tender
offer, making additional shareholder proposals concerning, among other things,
changes to the capitalization, ownership structure or operations of the Issuer
or replacement of the Issuer’s investment manager with an investment manager
that is concerned with the discount to net asset value at which the Shares have
been trading and that will take action to eliminate or reduce such discount,
purchasing additional Shares, opposing any transaction resulting in a change of
control of the Issuer’s investment manager unless the persistent and excessive
discount to net asset value at which the Issuer continues to trade is addressed,
selling some or all of their Shares, engaging in short selling of or any hedging
or similar transaction with respect to the Shares or changing their intention
with respect to any and all matters referred to in Item 4.
|
Item
5.
|
Interest in Securities
of the Issuer
.
|
(a) The
aggregate percentage of Shares reported owned by each person named herein is
based upon 5,805,236 Shares outstanding, which is the total number of Shares
outstanding as of April 30, 2008, as reported in the Issuer’s Certified
Shareholder Report of Registered Investment Companies on Form N-CSR, filed with
the Securities and Exchange Commission on July 7, 2008.
As of the
close of business on December 26, 2008, WIHP, WIAP and WITRP beneficially owned
158,271, 158,611 and 62,497 Shares, respectively, representing approximately
2.7%, 2.7% and 1.1% respectively, of the Shares outstanding. As the
managing member of WIAP and the general partner of each of WIHP and WITRP, WILLC
may be deemed to beneficially own the 379,379 Shares owned in the aggregate by
WIHP, WIAP and WITRP, constituting approximately 6.5% of the Shares outstanding,
in addition to the 600 Shares it holds directly. As the managing
member of WILLC, Mr. Lipson may be deemed to beneficially own the 379,979 Shares
beneficially owned by WILLC, constituting approximately 6.5% of the Shares
outstanding. As members of a group for the purposes of Rule
13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, the Western
Entities may be deemed to beneficially own the 10,100 Shares owned by the other
Reporting Persons. The Western Entities disclaim beneficial ownership
of such Shares.
As of the
close of business on December 26, 2008, BPP beneficially owned 10,100 Shares,
constituting less than 1% of the Shares outstanding. As the managing
member of BPP, BPM may be deemed to beneficially own the 10,100 Shares owned by
BPP, constituting less than 1% of the Shares outstanding. As managing
members of BPM, Messrs. Franzblau and Ferguson may be deemed to beneficially own
the 10,100 Shares beneficially owned by BPM, constituting less than 1% of the
Shares outstanding. As members of a group for the purposes of Rule
13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, the Benchmark
Entities may be deemed to beneficially own the 379,979 Shares owned by the other
Reporting Persons. The Benchmark Entities disclaim beneficial
ownership of such Shares.
Mr.
Crouse does not directly own any Shares. As a member of a “group” for
the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as
amended, Mr. Crouse is deemed to beneficially own the 390,079 Shares
beneficially owned in the aggregate by the other Reporting
Persons. Mr. Crouse disclaims beneficial ownership of such
Shares.
Mr.
Roberts does not directly own any Shares. As a member of a “group”
for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as
amended, Mr. Roberts is deemed to beneficially own the 390,079 Shares
beneficially owned in the aggregate by the other Reporting
Persons. Mr. Roberts disclaims beneficial ownership of such
Shares.
Mr.
Schlarbaum does not directly own any Shares. As a member of a “group”
for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as
amended, Mr. Schlarbaum is deemed to beneficially own the 390,079 Shares
beneficially owned in the aggregate by the other Reporting
Persons. Mr. Schlarbaum disclaims beneficial ownership of such
Shares.
Professor
Wood does not directly own any Shares. As a member of a “group” for
the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as
amended, Professor Wood is deemed to beneficially own the 390,079 Shares
beneficially owned in the aggregate by the other Reporting
Persons. Professor Wood disclaims beneficial ownership of such
Shares.
(b) Each
of WILLC and Mr. Lipson is deemed to have sole voting and dispositive power over
the Shares reported as beneficially owned by the Western Entities by virtue of
their respective positions as described in Item 2.
Each of
BPM and Messrs. Franzblau and Ferguson is deemed to have sole voting and
dispositive power over the Shares reported as beneficially owned by the
Benchmark Entities by virtue of their respective positions as described in Item
2.
(c) Schedule
A annexed hereto lists all transactions in securities of the Issuer during the
past sixty days by the Reporting Persons.
(d) No
person other than the Reporting Persons is known to have the right to receive,
or the power to direct the receipt of dividends from, or proceeds from the sale
of, the Shares.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer
.
|
On
December 29, 2008, WILLC, WIHP, WIAP, WITRP, Mr. Lipson, BPP, BPM, Mr. Ferguson,
Mr. Franzblau, Mr. Crouse, Mr. Roberts, Mr. Schlarbaum and Professor Wood
entered into a Joint Filing and Solicitation Agreement (the “Joint
Filing and Solicitation Agreement”) in which, among other things, (a) the
parties agreed to the joint filing and solicitation on behalf of each of them of
statements on Schedule 13D with respect to the securities of the Issuer to the
extent required under applicable securities laws and (b) the parties agreed to
form the group for the purpose of soliciting proxies or written consents for the
election of the persons nominated by WILLC to the Issuer’s Board at the 2009
Annual Meeting and for the purpose of taking all other actions incidental to the
foregoing. The Joint Filing and Solicitation Agreement is attached as
exhibit 99.1 hereto and is incorporated herein by reference.
The
Reporting Persons may, from time to time, enter into and dispose of cash-settled
equity swap or other similar derivative transactions with one or more
counterparties that are based upon the value of the Shares, which transactions
may be significant in amount. The profit, loss and/or return on such additional
contracts may be wholly or partially dependent on the market value of the
Shares, the relative value of such shares in comparison to one or more other
financial instruments, indexes or securities, a basket or group of securities in
which such shares may be included, or a combination of any of the
foregoing. The Reporting Persons may also, from time to time, enter
into stock loan agreements with one or more counterparties in the ordinary
course of business pursuant to which the Reporting Persons may lend their Shares
subject to recall at their discretion.
Other
than as otherwise described herein, there are no contracts, arrangements,
understandings or relationships among the Reporting Persons, or between the
Reporting Persons and any other person, with respect to the securities of the
Issuer.
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Item
7.
|
Material to be Filed
as Exhibits
.
|
|
|
99.1
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Joint
Filing and Solicitation Agreement by and among Western Investment LLC,
Western Investment Hedged Partners L.P., Western Investment Activism
Partners LLC, Western Investment Total Return Partners L.P., Arthur D.
Lipson, Benchmark Plus Partners, L.L.C., Benchmark Plus Management,
L.L.C., Robert Ferguson, Scott Franzblau, Gary G. Schlarbaum, William J.
Roberts, Matthew S. Crouse and Robert A. Wood, dated December 29,
2008.
|
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
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Dated:
December 29, 2008
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WESTERN
INVESTMENT LLC
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|
|
|
|
|
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By:
|
/s/
Arthur
D. Lipson
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|
|
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Name:
|
Arthur
D. Lipson
|
|
|
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Title:
|
Managing
Member
|
|
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WESTERN
INVESTMENT HEDGED PARTNERS L.P.
|
|
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|
|
|
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By:
|
Western
Investment LLC
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|
|
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General
Partner
|
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|
|
|
|
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By:
|
/s/
Arthur
D. Lipson
|
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
|
Title:
|
Managing
Member
|
|
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WESTERN
INVESTMENT ACTIVISM PARTNERS LLC
|
|
|
|
|
|
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By:
|
Western
Investment LLC
|
|
|
|
Managing
Member
|
|
|
|
|
|
|
By:
|
/s/
Arthur
D. Lipson
|
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
|
Title:
|
Managing
Member
|
|
|
WESTERN
INVESTMENT TOTAL RETURN PARTNERS L.P.
|
|
|
|
|
|
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By:
|
Western
Investment LLC
|
|
|
|
General
Partner
|
|
|
|
|
|
|
By:
|
/s/
Arthur
D. Lipson
|
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
|
Title:
|
Managing
Member
|
|
|
/s/
Arthur
D. Lipson
|
|
|
ARTHUR
D. LIPSON
|
|
|
/s/
Arthur
D. Lipson
|
|
|
ARTHUR
D. LIPSON
As
Attorney-In-Fact for Matthew S.
Crouse
|
|
|
|
/s/
Arthur
D. Lipson
|
|
|
|
ARTHUR
D. LIPSON
As
Attorney-In-Fact for William J.
Roberts
|
|
|
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/s/
Arthur
D. Lipson
|
|
|
|
ARTHUR
D. LIPSON
As
Attorney-In-Fact for Gary G.
Schlarbaum
|
|
|
/s/
Arthur
D. Lipson
|
|
|
ARTHUR
D. LIPSON
As
Attorney-In-Fact for Robert A. Wood
|
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BENCHMARK
PLUS PARTNERS, L.L.C.
|
|
|
|
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|
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By:
|
Benchmark
Plus Management, L.L.C.
|
|
|
|
Managing
Member
|
|
|
|
|
|
|
By:
|
/s/
Robert
Ferguson
|
|
|
|
Name:
|
Robert
Ferguson
|
|
|
|
Title:
|
Managing
Member
|
|
|
|
|
|
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By:
|
/s/
Scott
Franzblau
|
|
|
|
Name:
|
Scott
Franzblau
|
|
|
|
Title:
|
Managing
Member
|
|
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BENCHMARK
PLUS MANAGEMENT, L.L.C.
|
|
|
|
|
|
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By:
|
/s/
Robert
Ferguson
|
|
|
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Name:
|
Robert
Ferguson
|
|
|
|
Title:
|
Managing
Member
|
|
|
|
|
|
|
By:
|
/s/
Scott
Franzblau
|
|
|
|
Name:
|
Scott
Franzblau
|
|
|
|
Title:
|
Managing
Member
|
|
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/s/
Robert
Ferguson
|
|
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ROBERT
FERGUSON
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/s/
Scott
Franzblau
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|
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SCOTT
FRANZBLAU
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SCHEDULE
A
Transactions in the Shares
During the Past 60 Days
|
Date
of
Purchase
|
Shares
of Common Stock
Purchased
|
Price
Per
Share
($)
|
WESTERN INVESTMENT HEDGED
PARTNERS L.P.
|
11/20/08
|
4,433
|
|
4.3462
|
|
11/21/08
|
4,210
|
|
3.9738
|
|
12/11/08
|
10,729
*
|
|
5.4900
|
|
12/17/08
|
30,188
|
|
6.3926
|
|
12/23/08
|
700
|
|
6.5396
|
|
12/23/08
|
2,000
|
|
6.6335
|
|
12/26/08
|
8,786
|
|
6.8125
|
WESTERN INVESTMENT
LLC
WESTERN INVESTMENT ACTIVISM
PARTNERS LLC
|
12/11/08
|
3,600
**
|
|
5.4914
|
|
12/11/08
|
100
|
|
5.9325
|
|
12/11/08
|
6,200
**
|
|
5.4900
|
|
12/12/08
|
5,900
|
|
5.4154
|
|
12/16/08
|
10,000
|
|
5.9406
|
|
12/17/08
|
25,501
|
|
6.3927
|
|
12/17/08
|
9,866
|
|
6.2507
|
|
12/18/08
|
844
|
|
6.5113
|
|
12/19/08
|
5,400
|
|
6.5664
|
_________________
*
Shares
acquired in a transaction with Western Investment Institutional Partners LLC, an
affiliate of Western Investment Hedged Partners, L.P.
**
Shares
were acquired in a transaction with Western Investment Institutional Partners
LLC, an affiliate of Western Investment Activism Partners
LLC.
WESTERN INVESTMENT TOTAL
RETURN PARTNERS L.P.
|
11/17/08
|
822
|
|
5.9151
|
|
12/17/08
|
30,175
|
|
6.3926
|
ARTHUR D.
LIPSON
None
BENCHMARK PLUS PARTNERS,
L.L.C.
|
12/11/08
|
10,100
***
|
|
5.4910
|
BENCHMARK PLUS MANAGEMENT,
L.L.C.
None
SCOTT
FRANZBLAU
None
ROBERT
FERGUSON
None
MATTHEW S.
CROUSE
None
WILLIAM J.
ROBERTS
None
GARY G.
SCHLARBAUM
None
ROBERT A.
WOOD
None
***
Shares
were acquired in a transaction with Western Investment Institutional Partners
LLC, an affiliate of Benchmark Plus Partners, L.L.C.