If the filing person has
previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
¨
.
The information required in 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).
SCHEDULE 13D
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1.
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Names of
Reporting Persons
Wells Fargo & Company
41-0449260
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2.
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Check the Appropriate Box if a member
of a Group (see instructions)
a.
¨
b.
x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions):
WC
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5.
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Check Box if Disclosure of Legal
Proceedings Is Required pursuant to Items 2(d) or 2(e).
x
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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7.
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Sole Voting Power:
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8.
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Shared Voting Power:
1,060
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9.
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Sole Dispositive Power:
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10.
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Shared Dispositive Power:
1,060
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
1,060
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount
in Row (11):
100%
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14.
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Type of Reporting Person (See
Instructions)
HC
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SCHEDULE 13D
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1.
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Names of
Reporting Persons
Wells Fargo Municipal Capital Strategies, LLC
45-2541449
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2.
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Check the Appropriate Box if a member
of a Group (see instructions)
a.
¨
b.
x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions):
WC
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5.
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Check Box if Disclosure of Legal
Proceedings Is Required pursuant to Items 2(d) or 2(e).
x
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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7.
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Sole Voting Power:
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8.
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Shared Voting Power:
1,060
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9.
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Sole Dispositive Power:
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10.
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Shared Dispositive Power:
1,060
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
1,060
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount
in Row (11):
100%
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14.
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Type of Reporting Person (See
Instructions)
OO
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Item 1
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Security and Issuer
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This Statement on Schedule 13D (this
Statement
)
relates to the purchase of variable rate munifund term preferred shares (
VMTP Shares
) of Nuveen Connecticut Premium Income Municipal Fund (the
Issuer
or the
Company
). This Statement is being
filed by the Reporting Persons (as defined below) as a result of the purchase of VMTP Shares by Capital Strategies (as defined below). The Issuers principal executive offices are located at 333 West Wacker Drive, Chicago, IL 60606.
Item 2
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Identity and Background
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This Statement is being filed on behalf of each of the
following persons (collectively, the
Reporting Persons
):
i. Wells Fargo & Company (
Wells
Fargo
)
ii. Wells Fargo Municipal Capital Strategies, LLC (
Capital Strategies
)
This Statement relates to the VMTP Shares that were purchased for the account of Capital Strategies.
The address of the principal business office of Wells Fargo is:
420 Montgomery Street
San Francisco, CA 94104
The address of the principal business office of Capital Strategies is:
375 Park Avenue
New York, NY 10152
Wells Fargo and its subsidiaries provide banking, insurance, trust and investments, mortgage banking, investment banking, retail banking,
brokerage services, and consumer and commercial finance through more than 9,000 stores, 12,000 ATMs, the internet and distribution channels to individuals, businesses and institutions across North America and internationally. The principal business
of Capital Strategies is to make investments and provide loans to clients.
Information concerning each executive officer, director and
controlling person (the
Listed Persons
) of the Reporting Persons is listed on Schedule I attached hereto, and is incorporated by reference herein. To the knowledge of the Reporting Persons, all of the Listed Persons are citizens
of the United States, other than as otherwise specified on Schedule I hereto.
Other than as set forth on Schedule II, during the last
five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the Listed Persons, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws, or finding any violation with respect to such laws.
Item 3
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Source and Amount of Funds or Other Consideration
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The aggregate amount of funds used by
the Reporting Persons to purchase the securities reported herein was approximately $106,000,000. The source of funds was the working capital of the Reporting Persons.
The Reporting Persons declare that neither the filing of this Statement nor anything herein shall
be construed as an admission that such person is, for the purposes of Section 13(d) of the Exchange Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited
partnership, syndicate, or other group for the purpose of acquiring, holding or disposing of securities of the Company or otherwise with respect to the Company or any securities of the Company or (ii) a member of any group with respect to the
Company or any securities of the Company.
Item 4
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Purpose of the Transaction
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Capital Strategies has purchased the VMTP Shares for
investment purposes. Capital Strategies acquired the VMTP Shares directly from the Company pursuant to a Purchase Agreement, dated February 21, 2014, between the Company and Capital Strategies (the
Purchase Agreement
) on
their initial issuance for a purchase price of $106,000,000.
The Reporting Persons have not acquired the subject securities with any
purpose, or with the effect of, changing or influencing control of the issuer, or in connection with or as a participant in any transaction having that purpose or effect.
Item 5
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Interest in Securities of the Issuer
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(a)(b) The responses of the Reporting
Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference.
(c) The responses of
the Reporting Persons in Item 3 and Item 4 are incorporated herein by reference.
(d) No other person is known by the Reporting
Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, VMTP Shares that may be deemed to be beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 6
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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The
responses of the Reporting Persons to Item 4 are incorporated herein by reference. With respect to the VMTP Shares owned by Capital Strategies, on February 21, 2014, Capital Strategies assigned certain preferred class voting rights on the
VMTP Shares to a voting trust (the Voting Trust) created pursuant to the Voting Trust Agreement, dated February 21, 2014 among Capital Strategies, Lord Securities Corporation, as voting trustee (the Voting Trustee) and
Institutional Shareholder Services Inc. (the Voting Consultant). Voting and consent rights on the VMTP Shares not assigned to the Voting Trust have been retained by Capital Strategies. The Voting Trust provides that with respect to
voting or consent matters relating to the voting rights assigned to the Voting Trust, the Voting Consultant analyzes such voting or consent matters and makes a recommendation to the Voting Trustee on voting or consenting. The Voting Trustee is
obligated to follow any such recommendations of the Voting Consultant when providing a vote or consent. Capital Strategies has the right to cause the Company to register the VMTP Shares pursuant to a Registration Rights Agreement, dated
February 21, 2014 between the Company and Capital Strategies.
Item 7
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Material to be Filed as Exhibits
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Exhibit
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Description of Exhibit
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99.1
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Joint Filing Agreement
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99.2
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Limited Power of Attorney
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99.3
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Voting Trust Agreement
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99.4
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Registration Rights Agreement
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99.5
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Purchase Agreement
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SIGNATURES
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.
Date: February 28, 2014
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WELLS FARGO & COMPANY
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By:
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/s/ Jane E. Washington
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Name:
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Jane E. Washington
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Title:
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Designated Signer
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WELLS FARGO MUNICIPAL CAPITAL STRATEGIES, LLC
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By:
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/s/ Adam Joseph__
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Name:
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Adam Joseph
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Title:
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President
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LIST OF EXHIBITS
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Exhibit
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Description of Exhibit
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99.1
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Joint Filing Agreement
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99.2
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Limited Power of Attorney
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99.3
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Voting Trust Agreement
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99.4
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Registration Rights Agreement
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99.5
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Purchase Agreement
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SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS OF
REPORTING PERSONS
The
following sets forth the name and present principal occupation of each executive officer and director of Wells Fargo & Company. The business address of each of the executive officers and directors of Wells Fargo & Company is 420
Montgomery Street, San Francisco, CA 94104.
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Name
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Position with Wells
Fargo & Company
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Principal Occupation
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John G. Stumpf
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Chief Executive Officer; Director
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Chairman, Chief Executive Officer and President of Wells Fargo & Company
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Patricia R. Callahan
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Chief Administrative Officer
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Chief Administrative Officer of Wells Fargo & Company
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David M. Carroll
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Head of Wealth, Brokerage and Retirement
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Head of Wealth, Brokerage and Retirement of Wells Fargo & Company
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Michael J. Heid
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Head of Home Lending
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Head of Home Lending of Wells Fargo & Company
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David A. Hoyt
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Head of Wholesale Banking
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Head of Wholesale Banking of Wells Fargo & Company
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Richard D. Levy
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Controller
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Controller of Wells Fargo & Company
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Michael J. Loughlin
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Chief Risk Officer
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Chief Risk Officer of Wells Fargo & Company
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Avid Modjtabai
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Head of Consumer Lending
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Head of Consumer Lending of Wells Fargo & Company
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Kevin A. Rhein
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Chief Information Officer
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Chief Information Officer of Wells Fargo & Company
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Timothy J. Sloan
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Chief Financial Officer
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Chief Financial Officer
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James Strother
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General Counsel
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General Counsel of Wells Fargo & Company
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Carrie L. Tolstedt
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Head of Community Banking
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Head of Community Banking of Wells Fargo & Company
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John D. Baker II
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Director
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Executive Chairman and Director of Patriot Transportation Holding, Inc.
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Elaine L. Chao
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Director
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Former U.S. Secretary of Labor; Distinguished Fellow The Heritage Foundation Washington, D.C.
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John S. Chen
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Director
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Executive Chairman and Chief Executive Officer of BlackBerry Limited
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Lloyd H. Dean
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Director
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President, CEO and Director of Dignity Health
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Susan E. Engel
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Director
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Retired Chief Executive Officer of Portero, Inc.
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Enrique Hernandez Jr.
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Director
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Chairman, President, CEO and Director of Inter-Con Security Systems, Inc.
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Donald M. James
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Director
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Chairman, CEO and Director of Vulcan Materials Company
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Cynthia H. Milligan
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Director
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Dean Emeritus, College of Business Administration at University of NebraskaLincoln
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Federico F. Peña
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Director
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Senior Advisor of Vestar Capital Partners
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James H. Quigley
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Director
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CEO Emeritus and Retired Partner of Deloitte
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Judith M. Runstad
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Director
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Former Partner and currently Of Counsel at Foster Pepper PLLC
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Stephen W. Sanger
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Director
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Retired Chairman, CEO of General Mills, Inc.
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Susan G. Swenson
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Director
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Retired President, CEO of Sage Software North America, Inc.
|
The following sets forth the name and present principal occupation of each executive officer and
director of Wells Fargo Municipal Capital Strategies, LLC.
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Name
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Position with Wells
Fargo Municipal
Capital
Strategies,
LLC
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Business Address
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Principal Occupation
|
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Joann Bertges
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Executive Vice President; Manager
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333 Market St, San Francisco, CA 94105
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Executive Vice President of Wells Fargo Bank, NA
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Kristina Eng
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Vice President
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375 Park Avenue New York, NY 10152
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Director at Wells Fargo Bank, NA
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Daniel George
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Senior Vice President
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375 Park Avenue New York, NY 10152
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Managing Director at Wells Fargo Bank, NA
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Michael Hanna
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Executive Vice President; Manager
|
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100 S Ashley Dr, Tampa, FL 33602
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Executive Vice President of Wells Fargo Bank, NA
|
|
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Adam Joseph
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President
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375 Park Avenue New York, NY 10152
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Managing Director at Wells Fargo Bank, NA (Head of Public Finance Capital Strategies)
|
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Jeffrey Ruehle
|
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Executive Vice President; Manager
|
|
301 S College St, Charlotte, NC 28202
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Executive Vice President of Wells Fargo Bank, NA
|
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Phillip Smith
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Executive Vice President; Manager
|
|
301 S College St, Charlotte, NC 28202
|
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Head of Municipal Products and Government and Institutional Banking
|
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Lisa DeCarlo
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Manager
|
|
333 Market St, San Francisco, CA 94105
|
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Managing Director at Wells Fargo Bank, NA
|
|
|
|
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Peter Hill
|
|
Manager
|
|
375 Park Avenue New York, NY 10152
|
|
Managing Director at Wells Fargo Bank, NA
|
|
|
|
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Humbert Nelli
|
|
Manager
|
|
301 S College St, Charlotte, NC 28202
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Managing Director at Wells Fargo Bank, NA
|
Schedule II
AUCTION RATE SECURITIES (LEGACY WACHOVIA)
Beginning in August 2008, Wachovia Securities, LLC, n/k/a Wells Fargo Advisors LLC (Wachovia Securities) and
Wachovia Capital Markets, LLC, n/k/a Wells Fargo Securities LLC (collectively with Wachovia Securities, the Wachovia Securities Affiliates) entered into settlements agreements with state regulatory agencies, including the Secretary of State for the
State of Missouri (as the lead state in the North American Securities Administrators Association task force investigating the marketing and sale of auction rate securities), relating to investigations of sales practice and other issues related to
the sales of auction rate securities (ARS). Wachovia Securities also announced a settlement in principle with the Securities and Exchange Commission (SEC) of its similar investigation. Without admitting or denying liability, the agreements required
that the Wachovia Securities Affiliates purchase certain ARS sold to customers in accounts at the Wachovia Securities Affiliates, reimburse investors who sold ARS purchased at the Wachovia Securities Affiliates for less than par, provide liquidity
loans to customers at no net interest until the ARS are repurchased, offer to participate in special arbitration procedures with customers who claim consequential damages from the lack of liquidity in ARS and refund refinancing fees to certain
municipal issuers who issued ARS and later refinanced those securities through the Wachovia Securities Affiliates. Without admitting or denying liability, the Wachovia Securities Affiliates also agreed to pay a total fine of $50 million to the state
regulatory agencies and agreed to the entry of consent orders and Wachovia Securities agreed to entry of an injunction by the SEC.
AUCTION RATE
SECURITIES (LEGACY WELLS FARGO)
Beginning in November 2009, three broker-dealer subsidiaries (the Broker-Dealer Subsidiaries), Wells Fargo Investments, LLC, Wells Fargo Securities, LLC (as successor to Wells Fargo Brokerage Services, LLC), and
Wells Fargo Institutional Securities, LLC, of Wells Fargo & Company (Wells Fargo) entered into settlement agreements with state securities regulators regarding the Broker-Dealers Subsidiaries participation in the auction
rate securities (ARS) market. Under the agreements, the Broker-Dealer Subsidiaries agreed to purchase Auction Rate Securities (ARS) from eligible investors that bought ARS through the Broker-Dealer Subsidiaries prior to February 13, 2008 and to
cease and desist from certain activities. Without admitting or denying liability, Wells Fargo Investments, LLC, agreed to pay $1.9 million in fines and penalties and the Broker-Dealer Subsidiaries agreed to reimburse investigative expenses.
ULTRASHORT OPPORTUNITIES FUND INVESTIGATION
On June 8, 2009, the SEC and the Massachusetts Securities Division entered administrative orders
against two subsidiaries of Wells Fargo & Company, Evergreen Investment Management Company LLC and Evergreen Investment Services Inc., with respect to certain alleged conduct involving the Evergreen Ultrashort Opportunities Fund (the Fund).
The allegations included the misvaluation of certain holdings in the Fund thereby affecting the Funds net asset value (NAV), and improper disclosure of information concerning the Fund. Without admitting or denying the allegations, the firms
agreed to a censure and cease and desist order from both agencies, a payment of $33 million for investors, disgorgement of $2.86 million plus prejudgment interest to the SEC, a $4 million penalty to the SEC, and a $1 million penalty to the
Massachusetts Securities Division.
MUNICIPAL DERIVATIVES BID PRACTICES INVESTIGATION
The Department of Justice (DOJ) and the SEC, beginning in
November 2006, requested information from a number of financial institutions, including Wachovia Bank, N.A.s (n/k/a Wells Fargo Bank, NA) municipal derivatives group, with regard to competitive bid practices in the municipal derivative
markets. Other state and federal agencies subsequently also began investigations of the same practices. On December 8, 2011, a global resolution of the Wachovia Bank investigations was announced by DOJ, the Internal Revenue Service, the SEC,
the Office of the Comptroller of the Currency and a group of State Attorneys General. The investigations were settled with Wachovia Bank agreeing to pay a total of approximately $148 million in penalties and remediation to the various agencies.
ASSET-BACKED COMMERCIAL PAPER INVESTIGATION
On August 14, 2012, the SEC entered a settled
administrative order against Wells Fargo Brokerage Services LLC (n/k/a Wells Fargo Securities, LLC) and a former sales representative concerning alleged sales practice and suitability issues related to certain 2007 sales of three asset-backed
commercial paper products to institutional and municipal purchasers. Without admitting or denying the allegations, the firm agreed to a censure, a cease-and-desist order, disgorgement of $65,000 plus prejudgment interest, and a civil penalty of $6.5
million.
ABS CDO INVESTIGATION
In April of 2011, Wells Fargo Securities, LLC (f/k/a Wachovia Capital Markets, LLC) entered into a settlement with
the SEC in which the firm paid $11.2 million in disgorgement and penalties and agreed to cease and desist from violating Sections 17(a)(2) and (3) of the Securities Act, in order to resolve issues arising from an investigation into Wachovia
Capital Markets, LLCs ABS CDO underwriting, marketing and pricing practices.