- Amended Statement of Beneficial Ownership (SC 13D/A)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13 d-2(a)

 

(Amendment No. 4 ) 1

Neuberger Berman Dividend Advantage Fund Inc.

(Name of Issuer)

 

Common Stock, $0.0001 Par Value

(Title of Class of Securities)

 

64127J102

(CUSIP Number)

 

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

[phone]

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

June 9, 2009

(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 ).

 

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CUSIP NO. 64127J102

 

1	NAME OF REPORTING PERSON   WESTERN INVESTMENT LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO, WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   348,922
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   348,922
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   348,922
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.7%
14	TYPE OF REPORTING PERSON   OO

 

2

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CUSIP NO. 64127J102

 

1	NAME OF REPORTING PERSON   ARTHUR D. LIPSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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   348,922
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   348,922
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   348,922
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.7%
14	TYPE OF REPORTING PERSON   IN

 

3

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CUSIP NO. 64127J102

 

1	NAME OF REPORTING PERSON   WESTERN INVESTMENT HEDGED PARTNERS L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   171,685
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   171,685
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   171,685
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.3%
14	TYPE OF REPORTING PERSON   PN

 

4

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CUSIP NO. 64127J102

 

1	NAME OF REPORTING PERSON   WESTERN INVESTMENT ACTIVISM PARTNERS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   126,015
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   126,015
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   126,015
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   2.4%
14	TYPE OF REPORTING PERSON   OO

 

5

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CUSIP NO. 64127J102

 

1	NAME OF REPORTING PERSON   WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   50,906
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   50,906
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   50,906
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   Less than 1%
14	TYPE OF REPORTING PERSON   PN

 

6

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CUSIP NO. 64127J102

 

1	NAME OF REPORTING PERSON   WESTERN INVESTMENT TOTAL RETURN FUND LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14	TYPE OF REPORTING PERSON   CO

 

7

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CUSIP NO. 64127J102

 

1	NAME OF REPORTING PERSON   BENCHMARK PLUS PARTNERS, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   7,984
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   7,984
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   7,984
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   Less than 1%
14	TYPE OF REPORTING PERSON   OO

 

8

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CUSIP NO. 64127J102

 

1	NAME OF REPORTING PERSON   BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   98,971
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   98,971
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   98,971
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   1.9%
14	TYPE OF REPORTING PERSON   OO

 

9

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CUSIP NO. 64127J102

 

1	NAME OF REPORTING PERSON   BENCHMARK PLUS MANAGEMENT, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   106,955
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   106,955
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   106,955
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   2.0%
14	TYPE OF REPORTING PERSON   OO

 

10

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CUSIP NO. 64127J102

 

1	NAME OF REPORTING PERSON   ROBERT FERGUSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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   106,955
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   106,955
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   106,955
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   2.0%
14	TYPE OF REPORTING PERSON   IN

 

11

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CUSIP NO. 64127J102

 

1	NAME OF REPORTING PERSON   SCOTT FRANZBLAU
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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   106,955
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   106,955
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   106,955
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   2.0%
14	TYPE OF REPORTING PERSON   IN

 

12

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CUSIP NO. 64127J102

 

The following constitutes Amendment No. 4 (“Amendment No. 4”) to the Schedule 13D filed by the undersigned.  This Amendment No. 4 amends the Schedule 13D as specifically set forth.

 

Item 3.

Source and Amount of Funds or Other Consideration .

 

Item 3 is hereby amended and restated as follows:

 

The aggregate purchase price of the 348,922 Shares beneficially owned by WILLC is approximately $3,564,895.  The Shares beneficially owned by WILLC consist of 316 Shares that were acquired with WILLC’s working capital, 171,685 Shares that were acquired with WIHP’s working capital, 126,015 Shares that were acquired with WIAP’s working capital and 50,906 Shares that were acquired with WITRP’s working capital.

 

The aggregate purchase price of the 106,955 Shares beneficially owned by BPM is approximately $734,984.  The Shares beneficially owned by BPM consist of 98,971 Shares that were acquired with BPIP’s working capital and 7,984 Shares that were acquired with BPP’s working capital.

 

Item 5.

Interest in Securities of the Issuer .

 

Item 5(a) is hereby amended and restated to read as follows:

 

(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 5,224,713 Shares outstanding, which is the total number of Shares outstanding as of June 5, 2009, as reported in Exhibit 99.2 to Amendment No. 3 to the Issuer’s Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on June 5, 2009.

 

As of the close of business on June 9, 2009, WIHP, WIAP and WITRP beneficially owned 171,685, 126,015, and 50,906 Shares, respectively, representing approximately 3.3%, 2.4% and less than 1%, respectively, of the Shares outstanding.  As of the close of business on June 9, 2009, WITRL did not own any Shares.  As the managing member of WIAP and the general partner of each of WIHP and WITRP, WILLC may be deemed to beneficially own the 348,606 Shares owned in the aggregate by WIHP, WIAP and WITRP, constituting approximately 6.7% of the Shares outstanding, in addition to the 316 Shares it holds directly.  As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 348,922 Shares beneficially owned by WILLC, constituting approximately 6.7% 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 106,955 Shares owned by the other Reporting Persons.  The Western Entities disclaim beneficial ownership of such Shares.

 

As of the close of business on June 9, 2009, BPIP and BPP beneficially owned 98,971 and 7,984 Shares, respectively, constituting approximately 1.9% and less than 1%, respectively, of the Shares outstanding.  As the managing member of each of BPIP and BPP, BPM may be deemed to beneficially own the 106,955 Shares owned in the aggregate by BPIP and BPP, constituting approximately 2.0% of the Shares outstanding.  As managing members of BPM, Messrs. Franzblau and Ferguson may be deemed to beneficially own the 106,955 Shares beneficially owned by BPM, constituting approximately 2.0% 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 348,922 Shares owned by the other Reporting Persons.  The Benchmark Entities disclaim beneficial ownership of such Shares.

 

Item 5(c) is hereby amended to add the following:

 

13

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CUSIP NO. 64127J102

 

(c)           Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 3 to the Schedule 13D.  All of such transactions were effected in the open market, unless otherwise noted.

 

14

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CUSIP NO. 64127J102

 

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.

Dated: June 11, 2009	WESTERN INVESTMENT LLC
	By:	/s/ Arthur D. Lipson
		Name:	Arthur D. Lipson
		Title:	Managing Member

	WESTERN INVESTMENT HEDGED PARTNERS L.P.
	By:	Western Investment LLC
		General Partner
	By:	/s/ Arthur D. Lipson
		Name:	Arthur D. Lipson
		Title:	Managing Member

	WESTERN INVESTMENT ACTIVISM PARTNERS LLC
	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.
	By:	Western Investment LLC
		General Partner
	By:	/s/ Arthur D. Lipson
		Name:	Arthur D. Lipson
		Title:	Managing Member

 

15

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CUSIP NO. 64127J102

 

	WESTERN INVESTMENT TOTAL RETURN FUND LTD.
	By:	Western Investment LLC
		Investment Manager
	By:	/s/ Arthur D. Lipson
		Name:	Arthur D. Lipson
		Title:	Managing Member

	/s/ Arthur D. Lipson
	ARTHUR D. LIPSON

 

16

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CUSIP NO. 64127J102

 

	BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
	By:	Benchmark Plus Management, L.L.C.
		Managing Member
	By:	/s/ Robert Ferguson
		Name:	Robert Ferguson
		Title:	Managing Member
	By:	/s/ Scott Franzblau
		Name:	Scott Franzblau
		Title:	Managing Member

	BENCHMARK PLUS PARTNERS, L.L.C.
	By:	Benchmark Plus Management, L.L.C.
		Managing Member
	By:	/s/ Robert Ferguson
		Name:	Robert Ferguson
		Title:	Managing Member
	By:	/s/ Scott Franzblau
		Name:	Scott Franzblau
		Title:	Managing Member

	BENCHMARK PLUS MANAGEMENT, L.L.C.
	By:	/s/ Robert Ferguson
		Name:	Robert Ferguson
		Title:	Managing Member
	By:	/s/ Scott Franzblau
		Name:	Scott Franzblau
		Title:	Managing Member

	/s/ Robert Ferguson
	ROBERT FERGUSON

	/s/ Scott Franzblau
	SCOTT FRANZBLAU

 

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CUSIP NO. 64127J102

 

SCHEDULE A

 

Transactions in the Shares Since the Filing of Amendment No. 3 to the Schedule 13D

 

Date of Purchase / Sale

Shares of Common Stock Purchased / (Sold)

Price Per Share ($)

WESTERN INVESTMENT HEDGED PARTNERS L.P.

05/19/09	29,000 *	6.9000
05/20/09	29,113 *	7.0248
06/09/09	(45,499) * *	7.7600

WESTERN INVESTMENT LLC

06/09/09

(184) **

7.7600

WESTERN INVESTMENT ACTIVISM PARTNERS LLC

06/09/09

(33,396) **

7.7600

WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.

06/09/09

(13,491) **

7.7600

WESTERN INVESTMENT TOTAL RETURN FUND LTD.

05/19/09	29,000 * **	6.9000
05/20/09	29,113 ***	7.0248

ARTHUR D. LIPSON

None

 

BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.

06/09/09

(26,229) **

7.7600

BENCHMARK PLUS PARTNERS, L.L.C.

06/09/09

(2,116) **

7.7600

 

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* Shares were acquired in a transaction with Western Investment Total Return Fund Ltd., an affiliate of Western Investment Hedged Partners L.P.

** Shares tendered pursuant to the terms of the tender offer made by Neuberger Berman Dividend Advantage Fund Inc.

*** Shares were transferred in a transaction with Western Investment Hedged Partners L.P., an affiliate of Western Investment Total Return Fund Ltd.

 

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CUSIP NO. 64127J102

 

BENCHMARK PLUS MANAGEMENT, L.L.C.

None

 

SCOTT FRANZBLAU

None

 

ROBERT FERGUSON

None

 

19