UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Invesco High Income Trust
II
(Name of Issuer)
Common Shares, no par value
(Title of Class of
Securities)
46131F101
(CUSIP Number)
Saba Capital Management, L.P.
405 Lexington Avenue
58th Floor
New York, NY 10174
Attention: Michael D'Angelo
(212)
542-4635
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 1, 2019
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [X]
(Page 1 of 9 Pages)
______________________________
* 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. 46131F101 | SCHEDULE 13D/A |
| 1 |
NAME OF REPORTING
PERSON Saba Capital Management, L.P. | ||
| 2 |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS OO (see Item 3) | ||
| 5 |
CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] | ||
| 6 |
CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware | ||
NUMBER SHARES OF BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- | |
| 8 |
SHARED VOTING POWER 1,175,456 | ||
| 9 |
SOLE DISPOSITIVE POWER -0- | ||
| 10 |
SHARED DISPOSITIVE POWER 1,175,456 | ||
| 11 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH PERSON 1,175,456 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||
| 13 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 14.48% 1 | ||
| 14 |
TYPE OF REPORTING
PERSON PN; IA | ||
__________________________________
1 The
percentages used herein are calculated based upon 8,118,429 shares of common
stock outstanding as of 8/31/2018, as disclosed in the company's Certified
Shareholder Report Form N-CSRS filed 11/8/2018.
| CUSIP No. 46131F101 | SCHEDULE 13D/A |
| 1 |
NAME OF REPORTING
PERSON Boaz R. Weinstein | ||
| 2 |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS OO (see Item 3) | ||
| 5 |
CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] | ||
| 6 |
CITIZENSHIP OR PLACE OF
ORGANIZATION United States | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- | |
| 8 | SHARED VOTING POWER 1,175,456 | ||
| 9 |
SOLE DISPOSITIVE POWER -0- | ||
| 10 |
SHARED DISPOSITIVE POWER 1,175,456 | ||
| 11 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH PERSON 1,175,456 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ] | ||
| 13 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 14.48%1 | ||
| 14 |
TYPE OF REPORTING
PERSON IN | ||
____________________________
1 The percentages
used herein are calculated based upon 8,118,429 shares of common stock
outstanding as of 8/31/2018, as disclosed in the company's Certified Shareholder
Report Form N-CSRS filed 11/8/2018.
| CUSIP No. 46131F101 | SCHEDULE 13D/A |
| Item 1. | SECURITY AND ISSUER |
This Amendment No. 5 amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on June 8, 2017, as amended by Amendment No. 1 filed on 10/11/18, Amendment No. 2 filed 10/22/18, Amendment No. 3 filed on 12/17/18 and Amendment No. 4 filed 1/15/19. With respect to the common shares of Invesco High Income Trust II. This Amendment No. 4 amends Item 4 as set forth below.
| Item 4. | PURPOSE OF TRANSACTION |
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
On January 31, 2019, Saba Capital submitted to the Issuer a proposal (the “Proposal”) pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934. The Proposal requests that the Board of Trustees (the “Board”) of the Issuer take all necessary steps in its power to declassify the Board so that all directors are elected on an annual basis starting at the next annual meeting of shareholders. Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected trustees. The foregoing description of the Proposal is qualified in its entirety by the full text of the Proposal, a copy of which is attached as Exhibit 1 hereto and incorporated by reference herein.
The Reporting Persons may engage, in discussions with management and the Board of Trustees of the Issuer regarding the long-term performance of the Issuer and the trading of the Common Shares at a discount to the Issuer’s net asset value.
| CUSIP No. 46131F101 | SCHEDULE 13D/A |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 1, 2019
| SABA CAPITAL MANAGEMENT, L.P. | |
| /s/ Michael D'Angelo | |
| Name: Michael D'Angelo | |
| Title: Chief Compliance Officer | |
| BOAZ R. WEINSTEIN | |
| /s/ Michael D'Angelo | |
| Name: Michael D'Angelo | |
| Title: Attorney-in-fact* |
* Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823
| CUSIP No. 46131F101 | SCHEDULE 13D/A |
Schedule A
This Schedule sets forth information with respect to each purchase and sale of Shares which were effectuated by a Reporting Person since the Schedule 13D/A filing on 1/15/2019. All transactions were effectuated in the open market through a broker.
| Date | Side | Shares | Price |
| CUSIP No. 46131F101 | SCHEDULE 13D/A |
Exhibit 1
Proposal
January 31, 2019
VIA EMAIL
| Mr. Jeffrey H. Kupor |
| Chief Legal Officer and Secretary |
| Invesco High Income Trust II |
| 11 Greenway Plaza, Suite 1000 |
| Houston, Texas 77046 |
| Re: | Invesco High Income Trust II (the “Trust”) |
Dear Mr. Kupor:
Saba Capital Management, L.P. (“Saba”), as investment advisor to and on behalf of Saba Capital Master Fund, Ltd. (the “Fund” and together with Saba, the “Saba Group”), the owner of 1,175,456 shares of Trust, hereby submits the following proposal on behalf of the Fund pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for presentation to the Trust’s shareholders at the Trust’s next annual shareholder’s meeting to be held in 2019, or any postponement or adjournment or special meeting held in lieu thereof (the “Meeting”).
Saba’s proposal (the “Proposal”) pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”) is as follows:
| PROPOSAL |
|
“RESOLVED, that the shareholders of Invesco High Income Trust II (the “Trust”) request that the Board of Trustees of the Trust (the “Board”) take all necessary steps in its power to declassify the Board so that trustees are elected on an annual basis starting at the next annual meeting of shareholders. Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected trustees.” |
| CUSIP No. 46131F101 | SCHEDULE 13D/A |
SUPPORTING STATEMENT
Corporate Governance
We believe the annual election of all trustees encourages board accountability to its shareholders and when trustees are held accountable for their actions, they perform better. This view is shared by most shareholders and institutional investors, who believe it to be the standard for corporate governance best practices. The vast majority of companies in the S&P 500 and Russell 1000 indexes elect all board members annually.
Currently, the Board is divided into three classes serving staggered three-year terms. It is our belief that the classification of the Board is strong proof that the Board is not acting in the best interests of shareholders. A classified board protects the incumbents, which in turn limits accountability to shareholders.
We are committed to improving the corporate governance of the Trust for the benefit of all shareholders. Declassification of the Board is a positive step which will allow more productive shareholder engagement and will help the Trust achieve its optimal valuation.
Saba Capital has submitted a shareholder proposal to declassify the Board of the Trust, in an attempt to allow the Board to operate freely and in the best interest of shareholders.
For a greater voice in the Trust’s corporate governance and to increase the accountability of the Board to shareholders, we urge you to vote FOR this proposal.
END OF PROPOSAL
As is required by Rule 14a-8 under the Exchange Act, attached is letter from National Financial Services verifying that the Fund continuously and beneficially owned shares having a market value of $2,000 or more for at least one year prior to the date of the submission of the above Proposal. As of the date hereof, the Fund has continuously held the required number of shares for over a one-year period. The Fund intends to continue to hold the shares referenced through the date of the Meeting.
Saba represents that, as investment advisor to the Fund, Saba holds beneficial interest in all shares held by the Fund, including full economic interest in such shares along with the power to invest, vote, or direct the vote of such shares and has full power and authority to submit the Proposal on the Fund's behalf.
Please notify us as soon as possible if you would like any further information or if you believe this notice is deficient in any way or if additional information is required so that Saba may promptly provide it to you in order to cure any deficiency.
| CUSIP No. 46131F101 | SCHEDULE 13D/A |
Thank you for your time and consideration.
Sincerely,
Michael D’Angelo
General Counsel
| Cc: | The Board of Trustees of the Trust |
| Eleazer Klein, Schulte Roth & Zabel LLP |