Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(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
DTF Tax-Free Income Inc. (DTF)
(Name of Issuer)
Common Stock
(Title of Class of Securities)
23334J107
(CUSIP Number)
Daniel L. Lippincott, CFA, Senior Tax-Sensitive Manager
Karpus Management, Inc.
d/b/a Karpus Investment Management
183 Sully’s Trail
Pittsford, New York 14534
(585) 586-4680
Adam W. Finerman, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 23, 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. 23334J107 |
13D | Page 2 of 8 Pages |
| 1. | NAME OF REPORTING PERSON
Karpus Investment Management
|
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒ (b) ☐ | ||
| 3. | SEC USE ONLY
|
|||
| 4. | SOURCE OF FUNDS
WC
|
|||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. |
SOLE VOTING POWER
2,044,912 Shares
| ||
| 8. | SHARED VOTING POWER
0 Shares
| |||
| 9. | SOLE DISPOSITIVE POWER
2,044,912 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
0 Shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,044,912 Shares
|
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24%
|
|||
14. |
TYPE OF REPORTING PERSON
IA
|
CUSIP No. 23334J107 |
13D | Page 3 of 8 Pages |
| 1. | NAME OF REPORTING PERSON
Arthur Charles Regan
|
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒ (b) ☐ | ||
| 3. | SEC USE ONLY
|
|||
| 4. | SOURCE OF FUNDS
|
|||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. |
SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
0 Shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
0 Shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares
|
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
|
|||
14. |
TYPE OF REPORTING PERSON
IN
|
&#x A0;
CUSIP No. 23334J107 |
13D | Page 4 of 8 Pages |
| 1. | NAME OF REPORTING PERSON
Daniel C. Robeson
|
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
|
|||
| 4. | SOURCE OF FUNDS
|
|||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. |
SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
0 Shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
0 Shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares
|
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
|
|||
14. |
TYPE OF REPORTING PERSON
IN
|
CUSIP
No. 23334J107
13D
Page
5 of 8 Pages
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2(a) is hereby amended and restated to read as follows: (a)
This statement is filed by: (i)
Karpus Management, Inc., d/b/a Karpus Investment Management ("Karpus"). Karpus is a registered investment adviser under Section
203 of the Investment Advisers Act of 1940. Karpus is controlled by City of London Investment Group plc (“CLIG”), which
is listed on the London Stock Exchange. However, in accordance with SEC Release No. 34-39538 (January 12, 1998), effective informational
barriers have been established between Karpus and CLIG such that voting and investment power over the subject securities is exercised
by Karpus independently of CLIG, and, accordingly, attribution of beneficial ownership is not required between Karpus and CLIG.
The shares to which this Amendment No. 2 relates are owned directly by the accounts managed by Karpus; (ii)
Arthur Charles Regan, as a nominee to the Board of Directors of the Issuer (the "Board"); and (iii)
Daniel C. Robeson, as a nominee to the Board. Each of the foregoing is referred to as a "Reporting Person"
and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that cer
tain Joint Filing and
Solicitation Agreement as filed with Amendment No.1 to the Schedule 13D on October 6, 2020. Accordingly, the Reporting Persons
are hereby filing a joint Schedule 13D. Set
forth on Schedule A annexed hereto ("Schedule A") is the name and present principal business, occupation
or employment and the name, principal business and address of any corporation or other organization in which such employment is
conducted of the executive officers and directors of Karpus. To the best of the Reporting Persons' knowledge, except as otherwise
set on Schedule A, none of the persons listed on Schedule A beneficially owns any securities of the
Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
Karpus, an independent registered investment advisor, has accumulated 2,044,912 Shares on behalf of accounts that are managed by Karpus (the "Accounts") under limited powers of attorney, which represents 24% of the outstanding Shares. All funds that have been utilized in making such purchases for the Accounts (which are open market purchases unless otherwise noted) are from such Accounts.
The aggregate purchase price of the 2,044,912 Shares beneficially owned by Karpus is approximately $28,929,283, excluding brokerage commissions. The Shares purchased by Karpus were purchased with working capital (which may at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases except as otherwise noted.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On November 23, 2020, the Issuer entered into a Standstill Agreement with Karpus (the "Agreement"), pursuant to which the Issuer announced a tender offer for up to 17.5% of the Issuer's outstanding common stock at a price equal to 98% of the net asset value at the closing of trading on the date the tender offer expires, which is expected to be by early March, 2021 (the "Tender Offer"). Karpus agreed to certain customary standstill provisions, effective as of the date of the Agreement until November 23, 2023 (the “Standstill Period”), prohibiting it from, among other things, seeking, making, proposing or participating in (i) any solicitation of proxies, (ii) any tender or exchange offer, recapitalization, dissolution or other extra-ordinary transaction, other than the Tender Offer, (iii) any short sale or other transaction that derives value from a decline in the market price of the Issuer’s securities, (iv) the formation of any “group” within the meaning of Section 13(d)(3) of the Exchange Act, (v) any nomination, contested solicitation for the removal of directors, or other effort to gain Board representation, (vi) any proposals for consideration by shareholders at an annual or special meeting of shareholders, or (vii) any public statement or proposal to change the number of directors, change the capitalization of the Issuer or otherwise effect material change to the Issuer’s management, business, policies, or corporate structure. The foregoing summary of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, a copy of which is referenced in Exhibit 99.1 hereto and is incorporated herein by reference.
CUSIP No. 23334J107 |
13D | Page 6 of 8 Pages |
|
Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 8,520,685 Shares outstanding, which is the total number of Shares outstanding as of April 30, 2020, as reported in the Issuer’s Certified Shareholder Report of Registered Management Investment Companies on Form N-CSR, filed with the Securities and Exchange Commission on June 23, 2020.
| A. | Karpus |
| (a) | As of the close of business on November 23, 2020, Karpus beneficially owned the 2,044,912 Shares held in the Accounts. |
Percentage: Approximately 24%
| (b) | 1. Sole power to vote or direct vote: 2,044,912 | |
| 2. Shared power to vote or direct vote: 0 | ||
| 3. Sole power to dispose or direct the disposition: 2,044,912 | ||
| 4. Shared power to dispose or direct the disposition: 0 | ||
| (c) | Karpus has not entered into any transactions in the Shares since the filing of the Schedule 13D, Amendment No. 1 on October 6, 2020. |
| B. | Arthur Charles Regan |
| (a) | As of the close of business on November 23, 2020, Arthur Charles Regan didn't beneficially own any Shares of the Issuer. |
Percentage: 0.00%
| (b) | 1. Sole power to vote or direct vote: 0 | |
| 2. Shared power to vote or direct vote: 0 | ||
| 3. Sole power to dispose or direct the disposition: 0 | ||
| 4. Shared power to dispose or direct the disposition: 0 | ||
| (c) | Mr. Regan has not entered into any transactions in the Shares since the filing of the Schedule 13D, Amendment No. 1 on October 6, 2020. |
| C. | Daniel C. Robeson |
| (a) | As of the close of business on October 2, 2020, Daniel C. Robeson didn't beneficially own any Shares of the Issuer. |
Percentage: 0.00%
| (b) | 1. Sole power to vote or direct vote: 0 | |
| 2. Shared power to vote or direct vote: 0 | ||
| 3. Sole power to dispose or direct the disposition: 0 | ||
| 4. Shared power to dispose or direct the disposition: 0 | ||
| (c) | Mr. Robeson has not entered into any transactions in the Shares since the filing of the Schedule 13D, Amendment No. 1 on October 6, 2020. |
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
|
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respects to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On November 23, 2020, Karpus and the Issuer entered into the Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
Item
7. Item 7 is hereby amended to add the following exhibits:
Material
to be Filed as Exhibits.
| 99.1 | Agreement by and among Karpus Management Inc. and DTF Tax-Free Income Inc., dated November 23, 2020. |
CUSIP No. 23334J107 |
13D | Page 7 of 8 Pages |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
KARPUS MANAGEMENT, INC. | ||
| ||
| Dated: November 30, 2020 | By: | /s/ Daniel L. Lippincott, CFA |
Name: Daniel L. Lippincott, CFA Title: Senior Tax-Sensitive Manager and Director of Investment Personnel | ||
|
| ||
/s/ Arthur Charles Regan | ||
ARTHUR CHARLES REGAN | ||
/s/ Daniel C. Robeson | ||
DANIEL C. ROBESON | ||
| ||
CUSIP No. 23334J107 |
13D | Page 8 of 8 Pages |
SCHEDULE A
Executive Officers & Directors of Karpus Management, Inc., d/b/a Karpus Investment Management
| Name | Position & Present Principal Occupation | Business Address | Shares Owned |
| Kathleen Finnerty Crane | Chief Financial Officer |
183 Sully’s Trail, Pittsford, New York 14534 | 240 Shares |
| Dana R. Consler | Executive Vice President | 183 Sully’s Trail, Pittsford, New York 14534 | 6,360 Shares |
| Thomas M. Duffy | Senior Vice President and Director of Operations |
183 Sully’s Trail, Pittsford, New York 14534 | 0 Shares |
| Sharon L. Thornton | Executive Vice President | 183 Sully’s Trail, Pittsford, New York 14534 | 0 Shares |
| Daniel L. Lippincott | Chief Investment Officer |
183 Sully’s Trail, Pittsford, New York 14534 | 0 Shares |
| David D’Ambrosio | Senior Vice President | 183 Sully’s Trail, Pittsford, New York 14534 | 0 Shares |
| Marijoyce Ryan | Vice President of Fiduciary Services | 183 Sully’s Trail, Pittsford, New York 14534 | 1,500 Shares |
| Thomas Wayne Griffin | Director | 1125 Airport Road, Coatesville, PA 19320 |
0 Shares |
| Carlos Manuel Yuste | Director | 1125 Airport Road, Coatesville, PA 19320 | 0 Shares |