RMR Hospitality and Real Estate Fund Sues Bulldog Investors and Phillip Goldstein
November 13 2006 - 5:17PM
Business Wire
RMR Hospitality and Real Estate Fund (AMEX: RHR) today announced
that it has commenced litigation against Bulldog Investors General
Partnership, a hedge fund controlled by Mr. Phillip Goldstein and
various other entities affiliated with Mr. Goldstein (collectively
�Bulldog Investors�). The purpose of this litigation is to enforce
a provision in the organizational documents of RHR which restricts
share ownership to 9.8% of RHR outstanding shares by any one
shareholder of RHR or group of shareholders acting together. RHR is
organized as a Massachusetts business trust with transferable
shares. The RHR Agreement and Declaration of Trust provides that no
shareholder (or group of shareholders working together) may own
more than 9.8% of RHR�s outstanding shares. RHR believes that this
share ownership limitation helps it to continue its business plan
to invest in real estate investment trusts (�REITs�) and otherwise
to pay high dividends and preserve shareholder capital. Bulldog
Investors reportedly has acquired approximately 14% of RHR�s
outstanding shares; and, despite repeated requests from RHR,
Bulldog Investors has refused to comply with the share ownership
limitation and other requirements of RHR�s trust agreement. RHR
Hospitality and Real Estate Fund is a closed end mutual fund which
invests in securities issued by companies in the hospitality and
real estate industries, including REITs. RHR�s primary investment
goals are to pay high current dividends to shareholders and to
preserve capital. WARNING REGARDING FORWARD LOOKING STATEMENTS THE
FOREGOING PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN
THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
AND OTHER FEDERAL SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS
ARE BASED UPON RHR�S PRESENT BELIEFS AND EXPECTATIONS, BUT THEY ARE
NOT GUARANTEED TO OCCUR AND THEY MAY NOT OCCUR. FOR EXAMPLE: THIS
PRESS RELEASE STATES THAT RHR HAS COMMENCED LITIGATION AGAINST
BULLDOG INVESTORS TO ENFORCE ITS 9.8% SHAREHOLDER LIMITATION AND
IMPLIES THAT RHR BELIEVES THIS LITIGATION WILL SUCCEED. THIS
LITIGATION HAS JUST COMMENCED. BULLDOG INVESTORS HAS NOT YET
ANSWERED THE COMPLAINT. DISCOVERY AND DECISIONS BY JUDGES DURING
LITIGATION MAY RESULT IN UNINTENDED CONSEQUENCES. RHR MAY NOT
SUCCEED IN THIS LITIGATION. LITIGATION CAN BE EXPENSIVE. ACCORDING
TO PUBLISHED REPORTS, BULLDOG INVESTORS HAS A HISTORY OF BEING
INVOLVED IN EXPENSIVE AND TIME CONSUMING LITIGATION AND PROXY
CONTESTS. THE EXPENSES OF LITIGATION OR A PROXY CONTEST WITH
BULLDOG INVESTORS COULD HAVE A MATERIALLY ADVERSE IMPACT UPON RHR�S
FINANCIAL POSITION AND RESULTS OF OPERATIONS. RHR IS UNABLE TO
PREDICT THE COSTS WHICH IT MAY INCUR IN CONNECTION WITH, OR AS A
RESULT OF, ITS LITIGATION AGAINST BULLDOG INVESTORS. THIS PRESS
RELEASE STATES THAT RHR�S PRIMARY INVESTMENT GOALS ARE TO PAY HIGH
CURRENT DIVIDENDS TO RHR SHAREHOLDERS AND TO PRESERVE RHR�S
CAPITAL. THESE GOALS MAY NOT BE ACHIEVED. IN FACT, THE LITIGATION
WITH BULLDOG INVESTORS MAY ADVERSELY AFFECT RHR�S ABILITY TO
ACHIEVE THESE GOALS. FOR ALL OF THESE REASONS, INVESTORS SHOULD NOT
PLACE UNDUE RELIANCE UPON RHR�S FORWARD LOOKING STATEMENTS IN THIS
PRESS RELEASE. RMR Hospitality and Real Estate Fund (AMEX: RHR)
today announced that it has commenced litigation against Bulldog
Investors General Partnership, a hedge fund controlled by Mr.
Phillip Goldstein and various other entities affiliated with Mr.
Goldstein (collectively "Bulldog Investors"). The purpose of this
litigation is to enforce a provision in the organizational
documents of RHR which restricts share ownership to 9.8% of RHR
outstanding shares by any one shareholder of RHR or group of
shareholders acting together. RHR is organized as a Massachusetts
business trust with transferable shares. The RHR Agreement and
Declaration of Trust provides that no shareholder (or group of
shareholders working together) may own more than 9.8% of RHR's
outstanding shares. RHR believes that this share ownership
limitation helps it to continue its business plan to invest in real
estate investment trusts ("REITs") and otherwise to pay high
dividends and preserve shareholder capital. Bulldog Investors
reportedly has acquired approximately 14% of RHR's outstanding
shares; and, despite repeated requests from RHR, Bulldog Investors
has refused to comply with the share ownership limitation and other
requirements of RHR's trust agreement. RHR Hospitality and Real
Estate Fund is a closed end mutual fund which invests in securities
issued by companies in the hospitality and real estate industries,
including REITs. RHR's primary investment goals are to pay high
current dividends to shareholders and to preserve capital. WARNING
REGARDING FORWARD LOOKING STATEMENTS THE FOREGOING PRESS RELEASE
CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL
SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON
RHR'S PRESENT BELIEFS AND EXPECTATIONS, BUT THEY ARE NOT GUARANTEED
TO OCCUR AND THEY MAY NOT OCCUR. FOR EXAMPLE: -- THIS PRESS RELEASE
STATES THAT RHR HAS COMMENCED LITIGATION AGAINST BULLDOG INVESTORS
TO ENFORCE ITS 9.8% SHAREHOLDER LIMITATION AND IMPLIES THAT RHR
BELIEVES THIS LITIGATION WILL SUCCEED. THIS LITIGATION HAS JUST
COMMENCED. BULLDOG INVESTORS HAS NOT YET ANSWERED THE COMPLAINT.
DISCOVERY AND DECISIONS BY JUDGES DURING LITIGATION MAY RESULT IN
UNINTENDED CONSEQUENCES. RHR MAY NOT SUCCEED IN THIS LITIGATION. --
LITIGATION CAN BE EXPENSIVE. ACCORDING TO PUBLISHED REPORTS,
BULLDOG INVESTORS HAS A HISTORY OF BEING INVOLVED IN EXPENSIVE AND
TIME CONSUMING LITIGATION AND PROXY CONTESTS. THE EXPENSES OF
LITIGATION OR A PROXY CONTEST WITH BULLDOG INVESTORS COULD HAVE A
MATERIALLY ADVERSE IMPACT UPON RHR'S FINANCIAL POSITION AND RESULTS
OF OPERATIONS. RHR IS UNABLE TO PREDICT THE COSTS WHICH IT MAY
INCUR IN CONNECTION WITH, OR AS A RESULT OF, ITS LITIGATION AGAINST
BULLDOG INVESTORS. -- THIS PRESS RELEASE STATES THAT RHR'S PRIMARY
INVESTMENT GOALS ARE TO PAY HIGH CURRENT DIVIDENDS TO RHR
SHAREHOLDERS AND TO PRESERVE RHR'S CAPITAL. THESE GOALS MAY NOT BE
ACHIEVED. IN FACT, THE LITIGATION WITH BULLDOG INVESTORS MAY
ADVERSELY AFFECT RHR'S ABILITY TO ACHIEVE THESE GOALS. FOR ALL OF
THESE REASONS, INVESTORS SHOULD NOT PLACE UNDUE RELIANCE UPON RHR'S
FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE.
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