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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): MAY 1, 2008
FLAHERTY & CRUMRINE/CLAYMORE TOTAL RETURN FUND INCORPORATED
(Exact name of registrant as specified in charter)
MARYLAND 333-106393 13-4258227
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
301 E. COLORADO BOULEVARD, SUITE 720, PASADENA, CALIFORNIA 91101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (626) 795-7300
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 8.01. OTHER EVENTS.
REDEMPTION OF MAJORITY OF OUTSTANDING PREFERRED SHARES
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On May 1, 2008, Flaherty & Crumrine/Claymore Total Return Fund Incorporated
issued a press release announcing that it has received secured committed
financing that it intends to use to redeem approximately 70% of its outstanding
auction market preferred stock at a redemption price equal to the liquidation
preference of $25,000 per share, plus the amount of accumulated but unpaid
dividends, for consideration of approximately $89 million. The AMPS are
designated, respectively, as Series T7 (CUSIP #338479207) and Series W28 (CUSIP
#338479306). A copy of the press release is filed as an exhibit to this report.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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99 Press release issued by Flaherty & Crumrine/Claymore Total
Return Fund Incorporated on May 1, 2008.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 5, 2008
FLAHERTY & CRUMRINE/CLAYMORE TOTAL RETURN
FUND INCORPORATED
By: /S/ DONALD F. CRUMRINE
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Donald F. Crumrine
Chief Executive Officer