SCHEDULE 13D/A
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
6/10/13
1. NAME OF REPORTING PERSON
Bulldog Investors, Brooklyn Capital Management,
Phillip Goldstein, Andrew Dakos, And Steven Samuels
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) [X]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
602,147
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
602,147
_______________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
602,147
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
5.70%
14. TYPE OF REPORTING PERSON
IA
_______________________________________________________
Item 1. SECURITY AND ISSUER
This statement constitutes amendment #2 to the schedule 13d filed
August 12, 2011. Except as specifically set forth herein, the
schedule 13d remains unmodified.
Item 2. IDENTITY AND BACKGROUND
On October 17, 2007 the Massachusetts Secretary of State issued a permanent
"obey the law" injunction and fined Bulldog Investors, Messrs. Goldstein,
Dakos and Samuels, and certain related parties $25,000 for operating an open
website containing information about certain unregistered investments and
sending an e-mail about such investments to a Massachusetts resident who
requested information. On April 5, 2012, the President signed the Jumpstart
our Business Startups Act ("JOBS Act"), which expressly permits such acts.
Consequently, on June 29, 2012 the respondents submitted a motion to the
Secretary to vacate his order.
ITEM 4. PURPOSE OF TRANSACTION
The filing persons are issuing the attached letter.(Exhibit A)
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As per the 10-Q filed on May 15, 2013, there were 10,561,646 shares of
common stock outstanding as of May 15, 2013. The percentages set
forth in item 5 were derived using such number. Phillip Goldstein,
Andrew Dakos and Steven Samuels own Brooklyn Capital Management, LLC (BCM),
a registered investment adviser. As of June 10, 2013, BCM is deemed to be
the beneficial owner of 602,147 shares of EQS (representing 5.70% of EQS'
outstanding shares) solely by virtue of BCM's power to direct the vote of,
and dispose of, these shares. These 602,147 shares of EQS include 365,918
shares (representing 3.46% of EQS' outstanding shares) that are
beneficially owned by (1) Mr. Goldstein and (2) the following entities
over which Messrs. Goldstein, Dakos and Samuels exercise control:
Opportunity Partners LP, Calapasas West Partners, LP, Full Value Special
Situations Fund, LP, Full Value Offshore Fund, Ltd., Full Value Partners,
LP, and MCM Opportunity Partners, LP. (collectively, Bulldog Investors).
Bulldog Investors and Mr. Goldstein may be deemed to constitute a group.
All other shares included in the aforementioned 602,147 shares of EQS
beneficially owned by BCM (solely by virtue of its power to sell or direct
the vote of these shares) are also beneficially owned by clients of BCM
who are not members of any group. The total number of these "non-group"
shares is 236,229 shares (representing 2.24% of EQS' outstanding shares).
c) NA
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. MATERIAL TO BE FILED AS EXHIBITS
Agreement to Jointly File (Exhibit B)
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: 6/10/13
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
By: /S/ Steven Samuels
Name: Steven Samuels
Exhibit A:
Bulldog Investors
Park 80 West - Plaza Two
Saddle Brook, NJ 07663
(201) 556-0092 // Fax: (201)556-0097
// info@bulldoginvestors.com
June 10, 2013
Dear Fellow Shareholder of Equus Total Return:
Bulldog Investors has been a large shareholder of Equus for several years.
Since we have owned it, its performance has been very disappointing.
Most recently, the net asset value declined 17% from $3.56 per share on
March 31, 2012 to $2.97 per share on March 31, 2013. Over that time span,
the S&P 500 Index gained 14%. Thus, Equus' NAV underperformed the Index
for the year ending March 31, 2013 by 31%.
This underperformance is hardly a short term phenomenon. In the prior year
ending March 31, 2012, even though the S&P 500 Index was up, Equus' NAV
declined an additional 13% bringing the two-year NAV decline to 28%!
In addition, Equus' expenses are out of control. The millions of dollars
of compensation paid to management and the board are grossly excessive for
a tiny fund with abysmal performance. At this rate most of the assets
formerly owned by shareholders will eventually be transferred to management
and the board.
In sum, the company's name is a misnomer. It should be re-named "Equus
Negative Return." The board and management have utterly failed to create
any value for shareholders while paying themselves exorbitant compensation.
Consequently, at the annual meeting on June 14, 2013 we intend to vote our
shares "To Withhold" for all of the nominees for director and "Against"
the executive compensation proposal. We urge all shareholders to do the same.
ENOUGH IS ENOUGH! JUST VOTE NO!
Very truly yours,
/S/ Phillip Goldstein
Phillip Goldstein
Principal
Exhibit B:
Agreement to Make Joint Filing
Agreement made as of the 10th day of June, 2013, by and among
Brooklyn Capital Management, LLC, Phillip Goldstein, Andrew Dakos, and
Steven Samuels.
WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 provides
that whenever two or more persons are required to file a statement
containing the information required by Schedule 13D with respect to the same
securities, only one such statement need be filed, so long as, among other
things, such filing includes as an exhibit an agreement among such persons
that such a statement is filed on behalf of each of them;
WHEREAS, in connection with certain holdings of Equus Total Return, Inc.
(EQS), each of the parties to this Agreement is required to file a statement
containing the information required by Schedule 13D with respect to the same
holdings of EQS;
NOW THEREFORE, the parties hereby agree that one statement containing the
information required by Schedule 13D shall be filed on behalf of each party
hereto.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first written above.
By: Phillip Goldstein By: Andrew Dakos
Phillip Goldstein Andrew Dakos
BROOKLYN CAPITAL MANAGEMENT, LLC
By: Steven Samuels By: Andrew Dakos
Steven Samuels Andrew Dakos, Member