Schedule 13d
| Filed by: | WESTERN INVESTMENT LLC |
| Subject Company: | COHEN & STRS SEL UTL |
| Filed as of Date: | 08/07/2008 |
| View Original Filing on Edgar's | |
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
§ 240.13d-2(a)
(Amendment
No. 5)1
Cohen
& Steers Select Utility Fund,
Inc.
(Name of
Issuer)
Common
Stock, $0.001 par value
(Title of
Class of Securities)
19248A109
(CUSIP
Number)
STEVEN
WOLOSKY, ESQ.
OLSHAN
GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park
Avenue Tower
65 East
55th Street
New York,
New York 10022
(212)
451-2300
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
August
6, 2008
(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. 19248A109
|
1
|
NAME
OF REPORTING PERSON
WESTERN
INVESTMENT LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
2,128,034
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
2,128,034
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,128,034
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
2
CUSIP
NO. 19248A109
|
1
|
NAME
OF REPORTING PERSON
ARTHUR D.
LIPSON
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
2,128,034
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
2,128,034
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,128,034
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
3
CUSIP
NO. 19248A109
|
1
|
NAME
OF REPORTING PERSON
WESTERN INVESTMENT HEDGED PARTNERS
L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
947,000
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
947,000
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
947,000
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
4
CUSIP
NO. 19248A109
|
1
|
NAME
OF REPORTING PERSON
WESTERN INVESTMENT ACTIVISM PARTNERS
LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
903,959
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
903,959
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
903,959
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
5
CUSIP
NO. 19248A109
|
1
|
NAME
OF REPORTING PERSON
WESTERN INVESTMENT TOTAL RETURN PARTNERS
L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
276,159
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
276,159
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
276,159
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS
THAN 1%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
6
CUSIP
NO. 19248A109
The
following constitutes Amendment No. 5 the Schedule 13D filed by the undersigned
(“Amendment No. 5”). This Amendment No. 5 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 to read as follows:
The
aggregate purchase price of the 2,128,034 Shares beneficially owned by WILLC is
approximately $56,435,726. The Shares beneficially owned by WILLC consist of 916
Shares, 900 of which were acquired with WILLC's working capital and 16 of which
were acquired through the Issuer’s dividend repurchase plan, 947,000 Shares that
were acquired with WIHP's working capital, 903,959 Shares that were acquired
with WIAP's working capital and 276,159 Shares that were acquired with WITRP'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 43,320,750 Shares outstanding, which is the total number of Shares
outstanding as of February 11, 2008, as reported in the Issuer’s Proxy Statement
on Schedule 14A filed with the Securities and Exchange Commission on February
15, 2008.
As of the
close of business on August 7, 2008, WIHP, WIAP and WITRP beneficially own
947,000, 903,959 and 276,159 Shares, respectively, representing approximately
2.2%, 2.1% and less than 1%, respectively, of the Shares
outstanding. WILLC beneficially owns 2,128,034 Shares, constituting
approximately 4.9% of the Shares outstanding. Mr. Lipson beneficially owns
2,128,034 Shares, constituting approximately 4.9% of the Shares
outstanding. WITRL does not currently beneficially own any
Shares.
Item 5(c)
is hereby amended to add the following:
(c) Schedule
A annexed hereto lists all transactions in the Shares by the Reporting Persons
during the past sixty days. All of such transactions were effected in
the open market.
Item 5(e)
is hereby amended and restated to read as follows:
(e) As
of August 6, 2008, the Reporting Persons ceased to be the beneficial owners of
more than 5% of the Shares of the Issuer.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
Item 6 is
hereby amended to add the following:
7
CUSIP
NO. 19248A109
As of the
date hereof, each of WIHP, WIAP and WITRP was a party to certain equity swap
arrangements (the “Swap Arrangements”) with a financial institution (the “Bank”)
as the counterparty. Pursuant to these Swap Arrangements, each of
WIHP, WIAP and WITRP is obligated to pay to the Bank the equity notional amount
on a total of 100,000, 100,000 and 90,700 Shares, respectively, subject to the
Swap Arrangements (the “Reference Shares”) as of the beginning of the valuation
period (which resets monthly), plus interest. At the termination of
the Swap Arrangements, the Bank is obligated to pay each of WIHP, WIAP and WITRP
the market value of the Reference Shares as of the end of the valuation
period. Any dividends received by the Bank on the Reference Shares
during the term of the Swap Arrangements will be paid to WIHP, WIAP and
WITRP. All balances will be cash settled and there will be no
transfer to WIHP, WIAP or WITRP of voting or dispositive power over the
Reference Shares. The Swap Arrangements expire on May 5,
2009. Each of the Reporting Persons disclaims beneficial ownership of
the Reference Shares except to the extent of his or its pecuniary interest
therein. The Reference Shares are not included as part of the totals,
with respect to Shares, disclosed herein by the Reporting Persons.
8
CUSIP
NO. 19248A109
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.
|
August
7, 2008
|
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,
Its
General Partner
|
||
|
By:
|
/s/
Arthur D. Lipson
|
||
|
Name:
|
Arthur
D. Lipson
|
||
|
Title:
|
Managing
Member
|
||
|
WESTERN
INVESTMENT ACTIVISM PARTNERS LLC
|
|||
|
By:
|
Western
Investment LLC,
Its
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,
Its
General Partner
|
||
|
By:
|
/s/
Arthur D. Lipson
|
||
|
Name:
|
Arthur
D. Lipson
|
||
|
Title:
|
Managing
Member
|
||
|
/s/
Arthur D. Lipson
|
|
|
ARTHUR
D. LIPSON
|
9
CUSIP
NO. 19248A109
SCHEDULE
A
Transactions in the Shares
During the Past Sixty Days
|
Shares
of Common Stock
(Sold)
|
Price
Per
Share($)
|
Date
of
Sale
|
WESTERN INVESTMENT HEDGED
PARTNERS L.P.
|
(6,200)
|
25.2393
|
06/10/08
|
|
|
(7,200)
|
25.0150
|
06/11/08
|
|
|
(11,400)
|
24.7924
|
06/12/08
|
|
|
(6,400)
|
25.1067
|
06/13/08
|
|
|
(5,500)
|
25.0794
|
06/16/08
|
|
|
(2,800)
|
25.0693
|
06/17/08
|
|
|
(2,300)
|
25.0185
|
06/18/08
|
|
|
(4,700)
|
22.4840
|
07/31/08
|
|
|
(2,900)
|
22.2572
|
08/01/08
|
|
|
(10,600)
|
22.1279
|
08/05/08
|
|
|
(7,200)
|
22.0984
|
08/06/08
|
|
|
(100,000)
|
21.9600
|
08/06/08
|
|
|
(2,400)
|
21.6622
|
08/07/08
|
WESTERN INVESTMENT ACTIVISM
PARTNERS LLC
|
(6,100)
|
25.2393
|
06/10/08
|
|
|
(7,200)
|
25.0150
|
06/11/08
|
|
|
(11,300)
|
24.7924
|
06/12/08
|
|
|
(6,400)
|
25.1067
|
06/13/08
|
|
|
(5,600)
|
25.0794
|
06/16/08
|
|
|
(2,900)
|
25.0693
|
06/17/08
|
|
|
(2,200)
|
25.0185
|
06/18/08
|
|
|
(4,800)
|
22.4840
|
07/31/08
|
|
|
(2,900)
|
22.2572
|
08/01/08
|
|
|
(10,600)
|
22.1279
|
08/05/08
|
|
|
(7,200)
|
22.0984
|
08/06/08
|
|
|
(100,000)
|
21.9600
|
08/06/08
|
|
|
(2,400)
|
21.6622
|
08/07/08
|
10
CUSIP
NO. 19248A109
WESTERN INVESTMENT TOTAL
RETURN PARTNERS L.P.
|
(1,300)
|
25.2074
|
06/09/08
|
WESTERN INVESTMENT
LLC
None
ARTHUR D.
LIPSON
None
11
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