SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(B) (C),
AND (D) AND AMENDMENTS THERETO FILED
PURSUANT TO 13D-2(b)
(Amendment No. 3)*
MVC Capital, Inc.
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(Name of Issuer)
Common Stock, Par Value $0.01 per Share
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(Title of Class of Securities)
553829102
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(CUSIP Number)
December 31, 2006
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|_| Rule 13d-1 (b)
|X| Rule 13d-1 (c)
|_| Rule 13d-1 (d)
* 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 the 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 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. 553829102 13G
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Western Investment, LLC
87-0623442
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5. SOLE VOTING POWER
1,322,900 shares (comprised of 600,450 shares held by
Western Investment Hedged Partners LP, 547,350 shares
held by Western Investment Institutional Partners LLC,
119,500 shares held by Western Investment Activism Partners
LLC, and 55,600 shares held by Western Investment Total
Return Master Fund Ltd.)
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NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,322,900 shares (comprised of 600,450 shares held by
WITH Western Investment Hedged Partners LP, 547,350 shares held
by Western Investment Institutional Partners LLC, 119,500
shares held by Western Investment Activism Partners LLC, and
55,600 shares held by Western Investment Total Return Master
Fund Ltd.)
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8. SHARED DISPOSITIVE POWER
0 shares
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,322,900 shares
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.93%
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Arthur D. Lipson
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5. SOLE VOTING POWER
1,375,900 shares (comprised of 600,450 shares held by
Western Investment Hedged Partners LP, 547,350 shares
held by Western Investment Institutional Partners LLC,
119,500 shares held by Western Investment Activism Partners
LLC, 55,600 shares held by Western Investment Total
Return Master Fund Ltd., and 53,000 shares held by Mr.
Lipson, managing member of Western Investment, LLC,
personally)
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NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,375,900 shares (comprised of 600,450 shares held by
WITH Western Investment Hedged Partners LP, 547,350 shares held
by Western Investment Institutional Partners LLC, 119,500
shares held by Western Investment Activism Partners LLC,
55,600 shares held by Western Investment Total Return Master
Fund Ltd., and 53,000 shares held by Mr. Lipson personally)
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8. SHARED DISPOSITIVE POWER
0 shares
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,375,900 shares
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.21%
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Western Investment Hedged Partners, LP
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5. SOLE VOTING POWER
600,450 shares
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NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 600,450 shares
WITH
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8. SHARED DISPOSITIVE POWER
0 shares
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,450 shares
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.14%
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Western Investment Institutional Partners, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5. SOLE VOTING POWER
547,350 shares
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NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 547,350 shares
WITH
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8. SHARED DISPOSITIVE POWER
0 shares
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
547,350 shares
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.87%
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Western Investment Activism Partners, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5. SOLE VOTING POWER
119,500 shares
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NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 119,500 shares
WITH
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8. SHARED DISPOSITIVE POWER
0 shares
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,500 shares
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.63%
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Western Investment Total Return Master Fund Ltd.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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5. SOLE VOTING POWER
55,600 shares
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NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 55,600 shares
WITH
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8. SHARED DISPOSITIVE POWER
0 shares
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,600 shares
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.29%
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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Item 1(a). Name of Issuer:
MVC Capital, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
Riverview at Purchase
287 Bowman Avenue, 3rd Floor
Purchase, New York 10577
Item 2(a). Name of Person Filing:
This statement is jointly filed by Western Investment LLC ("WILLC"),
Arthur D. Lipson, Western Investment Hedged Partners LP ("WIHP"),
Western Investment Institutional Partners LLC ("WIIP"), Western
Investment Activism Partners LLC ("WIAP"), and Western Investment Total
Return Master Fund Ltd. ("WITR"). Each of the foregoing is referred to
as a "Reporting Person" and collectively as the "Reporting Persons."
WILLC has sole voting and investment power over WIHP's, WIIP's, WIAP's
and WITR's security holdings and Mr. Lipson, in his role as the managing
member of WILLC, controls WILLC's voting and investment decisions.
Accordingly, the Reporting Persons may be deemed a group for Section
13(d) purposes, and the Reporting Persons are filing this joint
statement. However, neither the fact of this filing nor anything
contained herein shall be deemed to be an admission by the Reporting
Persons that such a group exists.
Item 2(b). Address of Principal Business Office, or, if None, Residence:
The principal business address of WILLC, Mr. Lipson, WIHP, WIIP, WIAP,
and WITR is
c/o Western Investment LLC
7050 S. Union Park Center
Suite 590
Midvale, Utah 84047
Item 2(c). Citizenship:
WILLC, WIIP, and WIAP are each a Delaware limited liability company.
WIHP is a Delaware limited partnership. WITR is a Cayman Islands
corporation. Mr. Lipson is a citizen of the United States of
America.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share
Item 2(e). CUSIP NUMBER:
553829102
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person Filing is a:
(a) |_| Broker or dealer registered under Section 15 of the Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Act.
(c) |_| Insurance Company as defined in Section 3(a)(19) of the Act.
(d) |_| Investment Company registered under Section 8 of the Investment
Company Act.
(e) |_| Investment Adviser in accordance with Sec. 240.13d-1(b)(1)(ii)(E).
(f) |_| Employee Benefit Plan or Endowment Fund in accordance with Sec.
240.13d-1(b)(1)(ii)(F).
(g) |_| Parent holding company, in accordance with Sec. 240.13d-1(b)(ii)(G).
(h) |_| A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) |_| A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940.
(j) |_| Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Sec. 240.13d01(c), check this box
|X|
Item 4. Ownership.
1. WILLC
(a) Amount beneficially owned: 1,322,900 shares
(b) Percent of class:
6.93% (based on 19,096,256 Shares of Common Stock, outstanding as of
January 8, 2007, as reported in the Issuer's Annual Report on Form
10-K, filed with the Securities and Exchange Commission on January
10, 2007).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
1,322,900 shares (comprised of 600,450 shares held by WIHP,
547,350 shares held by WIIP, 119,500 shares held by WIAP, and
55,600 shares held by WITR).
(ii) Shared power to vote or to direct the vote
0 shares
(iii) Sole power to dispose or to direct the disposition of
1,322,900 shares (comprised of 600,450 shares held by WIHP,
547,350 shares held by WIIP, 119,500 shares held by WIAP, and
55,600 shares held by WITR).
(iv) Shared power to dispose or to direct the disposition of
0 shares
2. Arthur D. Lipson
(a) Amount beneficially owned: 1,375,900 shares
(b) Percent of class:
7.21% (based on 19,096,256 Shares of Common Stock, outstanding as of
January 8, 2007, as reported in the Issuer's Annual Report on Form
10-K, filed with the Securities and Exchange Commission on January
10, 2007).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
1,375,900 shares (comprised of 600,450 shares held by WIHP,
547,350 shares held by WIIP, 119,500 shares held by WIAP,
55,600 shares held by WITR, and 53,000 shares held by Mr. Lipson
personally).
(ii) Shared power to vote or to direct the vote
0 shares
(iii) Sole power to dispose or to direct the disposition of
1,375,900 shares (comprised of 600,450 shares held by WIHP,
547,350 shares held by WIIP, 119,500 shares held by WIAP,
55,600 shares held by WITR, and 53,000 shares held by Mr. Lipson
personally).
(iv) Shared power to dispose or to direct the disposition of
0 shares
3. WIHP
(a) Amount beneficially owned: 600,450 shares
(b) Percent of class:
3.14% (based on 19,096,256 Shares of Common Stock, outstanding as of
January 8, 2007, as reported in the Issuer's Annual Report on Form
10-K, filed with the Securities and Exchange Commission on January
10, 2007).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
600,450 shares
(ii) Shared power to vote or to direct the vote
0 shares
(iii) Sole power to dispose or to direct the disposition of
600,450 shares
(iv) Shared power to dispose or to direct the disposition of
0 shares
4. WIIP
(a) Amount beneficially owned: 547,350 shares
(b) Percent of class:
2.87% (based on 19,096,256 Shares of Common Stock, outstanding as of
January 8, 2007, as reported in the Issuer's Annual Report on Form
10-K, filed with the Securities and Exchange Commission on January
10, 2007).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
547,350 shares
(ii) Shared power to vote or to direct the vote
0 shares
(iii) Sole power to dispose or to direct the disposition of
547,350 shares
(iv) Shared power to dispose or to direct the disposition of
0 shares
5. WIAP
(a) Amount beneficially owned: 119,500 shares
(b) Percent of class:
0.63% (based on 19,096,256 Shares of Common Stock, outstanding as of
January 8, 2007, as reported in the Issuer's Annual Report on Form
10-K, filed with the Securities and Exchange Commission on January
10, 2007).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
119,500 shares
(ii) Shared power to vote or to direct the vote
0 shares
(iii) Sole power to dispose or to direct the disposition of
119,500 shares
(iv) Shared power to dispose or to direct the disposition of
0 shares
6. WITR
(a) Amount beneficially owned: 55,600 shares
(b) Percent of class:
0.29% (based on 19,096,256 Shares of Common Stock, outstanding as of
January 8, 2007, as reported in the Issuer's Annual Report on Form
10-K, filed with the Securities and Exchange Commission on January
10, 2007).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
55,600 shares
(ii) Shared power to vote or to direct the vote
0 shares
(iii) Sole power to dispose or to direct the disposition of
55,600 shares
(iv) Shared power to dispose or to direct the disposition of
0 shares
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the Beneficial owner of more than
five percent of the class of securities, check the following. |_|
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The entities listed in response to Item 4(c) are known to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
of such securities. No such entity holds more than 5% of the class.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Reported on by the Parent Holding Company.
See Item 4(c) above, which is incorporated by reference herein.
Item 8. Identification and Classification of members of the Group.
See Joint Filing Agreement attached as Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below, I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true and
correct.
February 12, 2006
--------------------------------
(Date)
/s/ Arthur D. Lipson
--------------------------------
Arthur D. Lipson
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities
Exchange Act of 1934, as amended, the persons named below agree to
the joint filing on behalf of each of them of a Statement on Schedule
13G dated February 12, 2007 (including further amendments thereto)
with respect to the Common Stock of MVC Capital, Inc. This Joint Filing
Agreement shall be filed as an Exhibit to such Statement.
Dated: February 12, 2007
WESTERN INVESTMENT L L C
By: /s/ Arthur D. Lipson, Sole Member
WESTERN INVESTMENT HEDGED PARTNERS LP
By: Western Investment L L C,
its General Partner
By: /s/ Arthur D. Lipson, Managing Member
WESTERN INVESTMENT INSTITUTIONAL PARTNERS LLC
By: Western Investment L L C,
its Managing Member
By: /s/ Arthur D. Lipson, Managing Member
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
By: Western Investment L L C,
its Managing Member
By: /s/ Arthur D. Lipson, Managing Member
WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD.
By: Western Investment L L C,
its Investment Manager
By: /s/ Arthur D. Lipson, Managing Member
By: /s/ Arthur D. Lipson
____________________
ARTHUR D. LIPSON