SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
9/18/08
1. NAME OF REPORTING PERSON
Bulldog Investors, Phillip Goldstein and Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
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) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. SOLE VOTING POWER
613,100
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
800,100
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
800,100
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.30%
14. TYPE OF REPORTING PERSON
IA
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock
of Dekania Corp ("DEK" or the "Issuer").
The principal executive offices of FMGQ are located at
Dekania Corp.
2929 Arch Street, Suite 1703
Philadelphia, PA 19104
Item 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Bulldog Investors,
Phillip Goldstein, 60 Heritage Drive,Pleasantville, NY
10570 a principal of Bulldog Investors and Andrew Dakos,
Park 80 West,Saddle Brook, NJ 07663, also a principal of
Bulldog Investors. Mr.Goldstein and Mr. Dakos are self-employed
investment advisors.
On January 31, 2007 the Acting Director of the Securities Division
of the Massachusetts Secretary of State (the Securities Division)
filed a complaint against Bulldog Investors, Messrs. Goldstein,
Samuels, Dakos and Das and certain related parties (the Bulldog Parties)
alleging that they violated Massachusetts law by making information about
certain unregistered investments available on their website and by
sending material about such investments to an individual who requested
such material. On October 17, 2007 the Secretary issued a cease and
desist order based on the same allegations and ordered that a fine be
imposed on the Bulldog Parties of $25,000, but stayed the imposition of
sanctions until the Massachusetts Superior Court issued a ruling on
the Bulldog Parties motion described in the next paragraph.
On November 15, 2007 the Bulldog Parties filed a timely appeal in
Massachusetts Superior Court of the Secretarys October 17, 2007 order.
On July 18, 2008, as part of the appeal, the Bulldog Parties filed a
motion in Massachusetts Superior Court for summary judgment setting aside
and vacating the Secretarys order. On March 23, 2007 the Bulldog
Parties filed a lawsuit in Massachusetts Superior Court to enjoin the
aforementioned enforcement action on, among others grounds, that it
violates the Bulldog Parties right of free speech under the
First Amendment to the Constitution. On December 21, 2007 the
Massachusetts Superior Court ruled that information communicated by
the Bulldog Parties has not been shown to be either misleading or
related to unlawful activity but denied the Bulldog Parties motion for a
preliminary injunction because the Court is not in the position of
evaluating evidence and making ultimate findings as it would do after trial.
On January 18, 2008 the Bulldog Parties filed a notice of appeal with
the Massachusetts Superior Court of that Courts denial of their motion
for a preliminary injunction. Any appeal from a ruling of the Massachusetts
Superior Court would first be decided by the Appeals Court of Massachusetts or,
at its option, by the Supreme Judicial Court of Massachusetts.
The Bulldog Parties also intend to pursue their First Amendment
Claim at trial.
On March 25, 2008 the Bulldog Parties filed an amended complaint in
Massachusetts Superior Court to include a claim that the Secretary does
not have personal jurisdiction over them. On April 4, 2008 the Secretary
filed a motion to dismiss the Bulldog Parties claim of lack of personal
jurisdiction. On July 18, 2008 the Bulldog Parties filed a motion
in Massachusetts Superior Court (1) for a preliminary injunction on the
grounds that the Secretary does not have personal jurisdiction over them
and (2) for reconsideration of their motion for a preliminary injunction
based on their First Amendment claim. In September 2008, those motions
to reconsider were denied and have been appealed to the Massachusetts
Court of Appeals.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of managed
accounts.
Item 4 is amended as follows:
ITEM 4. PURPOSE OF TRANSACTION
On September 8, 2008 the reporting persons sent the attached
letter (See Exhibit 1) to the company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As per the 10Q filed on 8/14/2008 there were 12,699,900 shares
of common stock outstanding as of April 11, 2008. The
percentage set forth in item 5 was derived using such number.
Bulldog Investors, Phillip Goldstein and Andrew Dakos
beneficially own an aggregate of 800,100 shares of DEK or
6.30% of the outstanding shares.Power to dispose of and vote
securities resides either with Mr. Goldstein, Mr. Dakos or with clients.
c) During the past 60 days the following shares of DEK were purchased:
Date: Shares: Price:
9/15/08 2,400 $9.65
9/15/08 500 $9.62
9/16/08 35,000 $9.64
9/16/08 35,500 $9.63
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d) Beneficiaries of managed accounts are entitled to receive any
dividends or sales proceeds.
e) NA
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
Item 7 is amended as follows:
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Letter to Company
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 9/18/08
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
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Exhibit 1:
Opportunity Partners L.P.
60 Heritage Drive,
Pleasantville, NY 10570
Phone (914) 747-5262
Fax (914) 747-2150
September 8, 2008
Dekania Corp.
2929 Arch Street, Suite 1703
Philadelphia, PA 19104
Gentlemen:
Opportunity Partners L.P. is the beneficial owner
of shares of Dekania Corp. that are valued in
excess of $2,000.00. We have held our shares
for at least 12 months and intend to hold them
through the next annual meeting. We hereby submit
the following proposal and supporting statement
pursuant to Rule 14a-8 of the Securities Exchange
Act of 1934 for inclusion in managements proxy
materials for the next meeting of stockholders.We
will withdraw this proposal if you assure us that
in the event that liquidation becomes inevitable,
it will not be delayed in order to benefit the
Sponsor at the expense of the public stockholders.
RESOLVED:If Dekania Corp.is liquidated,any
interest earned by the Trust Account after
February 1, 2009 shall not be used to financially
benefit the Sponsor at the expense of the public
stockholders.
Supporting Statement
Dekania is entitled to withdraw a maximum of
$2,500,000 as working capital and, if necessary,
up to $100,000 for dissolution and liquidation
expenses from the Trust Account. In addition,
Dekanias Sponsor has provided an irrevocable
letter of credit for $3,291,000 which is held for
the benefit of the Trust Account and the public
stockholders if Dekania does not complete a
business combination by February 1, 2009 and the
funds in the Trust Account are less than $10.00
per share. We are concerned that if Dekania Corp.
is liquidated the Sponsor may have an incentive to
delay the liquidation. If the funds in the Trust
Account were disbursed on February 1, 2009 the
Sponsor would be required to make up any shortfall
below $10.00 per share. In the event of a delay,
the Trust would continue to earn interest which
would reduce the Sponsors financial obligation.
The purpose of this proposal is to eliminate a
conflict of interest between the public
stockholders who would like to wind up Dekania as
soon as possible if no business combination is
completed by February 1, 2009 and the Sponsor who
will benefit from delaying a wind-up as long as
possible.
Very truly yours,
Phillip Goldstein
Kimball & Winthrop, Inc.
General Partner
Dekania Corp (AMEX:DEK)
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