CUSIP No. 29476610
Introductory Note
This amendment No. 1 to Schedule 13D (“
Amendment No. 1
”) is filed with respect to Equus Total Return, Inc. (the “
Issuer
”) jointly by MVC Capital, Inc., The Tokarz Group Advisers, LLC and Mr. Michael Tokarz (collectively referred to herein as the “
Reporting Persons
”) pursuant to their joint filing agreement, which was filed with the with the Securities and Exchange Commission (the “
SEC
”) as Exhibit 1 to the Schedule 13D filed with the SEC on May 27, 2014 and is incorporated herein by reference.
This Amendment No. 1 amends and supplements the statement on the Schedule 13D filed with the SEC on May 27, 2014, on behalf of the Reporting Persons (“
Schedule 13D
”).
Except as provided herein, this Amendment No. 1 does not modify any of the information previously reported on Schedule 13D. Capitalized terms used but not defined herein have the meanings assigned to them in Schedule 13D.
Item 3.
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Source and Amount of Funds or Other Consideration
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The second paragraph of Item 3 of Schedule 13D is hereby amended and restated in its entirety as follows:
Since entering into the Agreement, MVC has purchased 1,362,557
shares of Issuer Common Stock from existing shareholders with (inclusive of broker commission fees) approximately $3,293,138 of MVC’s working capital.
Item 5.
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Interest in Securities of the Issuer.
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The first paragraph of Item 5(a) of Schedule 13D is hereby amended and restated in its entirety as follows:
(a) The Reporting Persons are deemed to beneficially own
3,474,557 shares of Common Stock of the Issuer, representing approximately 27.42% of the shares of Common Stock outstanding as of May 15, 2014.
Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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The first sentence of the first paragraph of Item 6 of Schedule 13D is hereby amended and restated in its entirety as follows:
As described under Item 3, MVC has acquired 2,112,000 shares of Issuer Common Stock pursuant to the Agreement and another 1,362,557
shares of Issuer Common Stock from existing shareholders with (inclusive of broker commission fees) approximately $3,293,138 of MVC’s working capital.
Item 7.
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Material to be Filed as Exhibits.
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Exhibit 1 – Joint Filing Agreement, dated May 27, 2014 (incorporated by reference to Exhibit 1 of Schedule 13D filed on May 27, 2014).
CUSIP No. 29476610
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement with respect to the undersigned is true, complete and correct.
Date: June 5, 2014
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MVC CAPITAL, INC.
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By:
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/s/ Michael Tokarz
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Name:
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Michael Tokarz
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Title:
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Chairman and Portfolio Manager
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THE TOKARZ GROUP ADVISERS, LLC
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By:
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/s/ Michael Tokarz
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Name:
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Michael Tokarz
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Title:
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Manager
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MICHAEL T. TOKARZ
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By:
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/s/ Michael Tokarz
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The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement;
provided, however
, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)