sec document
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant | |
Filed by a Party other than the Registrant |X|
Check the appropriate box:
| | Preliminary Proxy Statement
| | Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
| | Definitive Proxy Statement
|X| Definitive Additional Materials
| | Soliciting Material Under Rule 14a-12
PIONEER TAX ADVANTAGED BALANCED TRUST
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(Name of Registrant as Specified in Its Charter)
WESTERN INVESTMENT LLC
WESTERN INVESTMENT HEDGED PARTNERS L.P.
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD.
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
BENCHMARK PLUS MANAGEMENT, L.L.C.
BENCHMARK PLUS PARTNERS, L.L.C.
ARTHUR D. LIPSON
SCOTT FRANZBLAU
ROBERT FERGUSON
MATTHEW S. CROUSE
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
| | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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Fee paid previously with preliminary materials:
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| | Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid
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(2) Form, Schedule or Registration Statement No:
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Western Investment LLC ("Western"), together with the other participants
named herein, is filing materials contained in this Schedule 14A with the
Securities and Exchange Commission (the "SEC") relating to the definitive proxy
statement (the "Proxy Statement") and accompanying proxy cards filed with the
SEC on May 10, 2007 and to be used in connection with the annual meeting of
stockholders of Pioneer Tax Advantaged Balanced Trust (the "Company") scheduled
to be held on June 8, 2007 (the "Annual Meeting"), to solicit votes in support
of the election of Western's slate of director nominees at the Annual Meeting.
Western urges stockholders to read the Proxy Statement because it contains
important information.
On June 7, 2007, Western issued the following press release:
FOR IMMEDIATE RELEASE
WESTERN INVESTMENT DEMONSTRATES EFFORTS ON BEHALF OF SHAREHOLDERS WHICH
HAVE HELPED TO REDUCE THE DISCOUNT TO NAV IN CERTAIN CLOSED-END FUNDS
URGES PIONEER SHAREHOLDERS TO VOTE THE GOLD PROXY CARD FOR ITS NOMINEES
NEW YORK, NY - JUNE 7, 2007 - Western Investment LLC issued a statement
today describing its efforts on behalf of shareholders which have helped to
reduce the discount to net asset value ("NAV") in certain closed-end funds. As
investors in PBF, Western Investment is very concerned with PBF's large discount
to NAV and believes that the discount to NAV is not only unacceptable, but also
that it could be fixed. Western Investment is not proposing to liquidate or
open-end PBF. WESTERN BELIEVES THAT A MANAGED DISTRIBUTION POLICY, PROPERLY
STRUCTURED AND EXECUTED, CAN BOTH REDUCE THE DISCOUNT TO NAV AND PROVIDE
SHAREHOLDERS WITH AN INVESTMENT THAT THEY CAN DEPEND UPON TO BE FAIRLY VALUED
SHOULD THEY WANT OR NEED TO SELL THEIR SHARES.
Western Investment urges shareholders to consider the following chart that
provides information about closed-end funds in which Western Investment has made
active investments. Below the chart is certain additional information regarding
each of these investments:
WESTERN'S ACTIVISM - A SCOREBOARD
(DISCOUNT = 100% LESS SHARE PRICE/NET ASSET VALUE)
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Resulting
actual change
in Discount to
Closed-end Discount to NAV (Discount)/Premium NAV following
Fund the day prior to to NAV on May 15, Western's
Western's active 2007 active
involvement* involvement**
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TY (16.1%) (5.4%) 10.7
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NRO (13.0%) (3.0%) 10.0
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NRI (14.9%) (4.5%) 10.4
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NRL (13.3%) (2.6%) 10.6
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RIT (11.3%) 3.6% 14.9
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FVD (13.9%) 0% 13.9
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ZTR (9.4%) 3.2% 12.6
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ZF (13.3%) (0.8%) 12.5
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* ACTIVE INVOLVEMENT IS ASSUMED TO START ON DATE OF WESTERN'S INITIAL PUBLIC
FILING, AS DESCRIBED BELOW.
** REPRESENTS DIFFERENCE BETWEEN COLUMN 2 AND COLUMN 3.
TY - TRI-CONTINENTAL CORPORATION ("TY") is one of the nation's oldest,
diversified, closed-end investment companies. Western made its initial 13D
filing disclosing both its investment in TY and its intention to nominate
directors for election to TY's board for election at TY's 2006 Annual Meeting,
on January 6, 2006. The day prior to Western's disclosure, TY's NAV discount was
16.1%, although the discount was as high as 17.6% in the twelve months prior to
January 2006. At TY's 2006 annual meeting, neither Western's nor TY's slate of
directors received enough votes to be elected to TY's board. TY subsequently
amended its bylaws to reduce the threshold for electing directors to a plurality
and held a special meeting to elect directors on September 28, 2006. At the
special meeting, TY's slate of directors were elected. Western filed a 13D on
October 20, 2006 disclosing that it was nominating directors for election at the
2007 annual meeting, and that it was including a shareholder proposal. Prior to
filing its proxy statement, Western and TY engaged in discussions and reached an
agreement whereby TY included in its proxy a proposal to approve an 11% managed
distribution policy, which the Board recommended be approved. Western agreed to
vote in favor of the proposal, and it was approved by over 90% of shareholders
voting. As of May 15, 2007, TY had an NAV discount of 5.36%.
NRO - NEUBERGER BERMAN REAL ESTATE SECURITIES INCOME FUND INC. ("NRO") is
a member of the Neuberger Berman closed-end family of funds, launched towards
the end of 2003, that had traded with a large NAV discount almost since its
inception. Western made its initial 13D filing disclosing both its investment in
NRO and its intention to nominate directors for election to NRO's board, on
February 8, 2007. The day prior to Western's disclosure, NRO's NAV discount was
13.0%, although the discount was as high as 18.4% in the twelve months prior to
February 2007. NRO initially delayed its 2007 Annual Meeting. Western met with
management and then proceeded forward and filed its definitive proxy statement
on April 24, 2007. Following discussions between NRO and Western, on April 30,
2007 Western announced that it would withdraw its slate of directors in light of
NRO's decision to increase its monthly distributions shareholders to an amount
equal to an annual rate of 9% of NRO's NAV as of the end of the first quarter of
2007. As of May 15, 2007, NRO had an NAV discount of 2.96%.
NRI - NEUBERGER BERMAN REALTY INCOME FUND INC. ("NRI"), another member of
the Neuberger Berman closed-end family of funds, was launched in early 2003.
NRI, like NRO, had traded with a large NAV discount almost since its inception.
Western made its initial 13D filing disclosing its investment in NRI on
September 20, 2006. The day prior to Western's disclosure, NRI's NAV discount
was 14.9%, although the discount was as high as 17.9% in the twelve months prior
to September 2006. On December 4, 2006, Western filed a 13D disclosing that it
had nominated directors for election at NRI's 2007 annual meeting. NRI initially
delayed its 2007 Annual Meeting. Western met with management and then proceeded
forward and filed its definitive proxy statement on April 24, 2007. As was the
case with NRO, on April 30, 2007, Western announced that it would withdraw its
slate of directors in light of NRI's decision to increase its monthly
distributions shareholders to an amount equal to an annual rate of 9% of NRI's
NAV as of the end of the first quarter of 2007. As of May 15, 2007, NRI had an
NAV discount of 4.49%.
NRL - NEUBERGER BERMAN REAL ESTATE INCOME FUND INC. ("NRL"), another
member of the Neuberger Berman closed-end family of funds, was launched in late
2002. NRL, like NRO and NRI, had traded with a large NAV discount since shortly
after its inception. Western made its initial 13D filing disclosing its
investment in NRL on March 21, 2005 and met with NRL shortly thereafter. The day
prior to Western's disclosure, NRL's NAV discount was 13.33%, although the
discount was as high as 15.44% in the twelve months prior to March 2005. Two
other shareholders with large investments in NRL also took active positions. On
November 9, 2005, Western filed a 13D disclosing that it had nominated directors
for election at NRL's 2006 annual meeting. Western continued to meet with
privately with NRL to discuss Western's nominees and the future of the fund,
however due to litigation involving NRL and other shareholders, NRL did not hold
its 2006 annual meeting. Since that time, Western has remained active. On May 2,
2007, NRL announced that it was holding a special meeting of shareholders to
elect directors and vote on a proposal to liquidate NRL. As of May 15, 2007, NRL
had an NAV discount of 2.57%.
RIT - LMP REAL ESTATE INCOME FUND INC. ("RIT") is a member of the Legg
Mason family of closed-end funds. Western made its initial 13D filing disclosing
its investment in RIT on September 16, 2005. The day prior to Western's
disclosure of its investment RIT's NAV discount was 11.3%, although the discount
was as high as 16.0% in the twelve months prior to September 2005. In January
2007, Western privately alerted RIT of its intent to nominate a slate of
directors for election at the 2007 annual meeting unless RIT's large NAV
discount was addressed. This was followed by discussions that culminated with
RIT's announcement of a 9% managed distribution plan. As of May 15, 2007, RIT
had a positive NAV of 3.58.
FVD - FIRST TRUST VALUE LINE(R) DIVIDEND FUND ("FVD") is a series of the
First Trust Exchange-Traded Funds, an investment company and an exchange-traded
"index fund" designed to seek investment results that correspond generally to
the price and yield of an equity index called the Value Line(R) Dividend Index.
Western made its initial 13D filing disclosing its investment in FVD on December
12, 2005. The day prior to Western's disclosure of its investment, FVD's NAV
discount was 13.9%, although the discount was as high as 16.2% in the twelve
months prior to December 2005. On June 29, 2006 Western disclosed that it had
nominated a slate of directors for election at FVD's 2006 annual meeting.
Western and FVD had discussions both before and after Western's disclosure,
resulting in FVD's announcement, on July 28, 2006, of its intent to reorganize
into an ETF. Following the announcement, Western withdrew its slate of
directors. FVD now trades at NAV.
ZTR - ZWEIG TOTAL RETURN FUND INC. ("ZTR") is a closed-end fund, traded on
the New York and Pacific Stock Exchanges. In early 2003, ZTR had a 10% monthly
distribution plan in place, which on July 28, 2003, it announced that it was
eliminating. Following this announcement, ZTR's NAV discount grew to 14.1%. On
April 26, 2004 Western filed a definitive proxy statement disclosing its intent
to reinstate the 10% distribution plan and to nominate a slate of directors at
ZTR's 2004 annual meeting. The day prior to Western's disclosure of its
investment, ZTR's NAV discount was 9.4%. At ZTR's annual meeting, following a
proxy contest between ZTR and Western, Western's slate of directors and proposal
were voted down by shareholders. Western remained active. Later that year, on
August 12, 2004, ZTR reinstated the distribution policy. As of May 15, 2007, ZTR
traded at a premium to NAV of 3.16%.
ZF - THE ZWEIG FUND INC. ("ZF") is a closed-end fund, similar to ZTR. In
early 2003 ZF had a 10% quarterly distribution plan in place, which, on July 28,
2003, it announced that it was eliminating. Following this announcement, much
like ZTR, ZF's NAV discount grew to 15.0%. On April 16, 2004 Western filed a
preliminary proxy statement disclosing its intent to reinstate the 10%
distribution plan and to nominate directors at ZF's 2004 annual meeting. The day
prior to Western's disclosure of its investment, ZF's NAV discount was 13.3%.
Following its filing, Western remained active with ZF, but determined instead to
focus its efforts on ZTR, ZF's sister fund and withdrew its solicitation.
Concurrent with ZTR's reinstatement of its distribution policy, described above,
on August 12, 2004, ZF reinstated its distribution policy as well. As of May 15,
2007, ZF had a NAV discount of .83%.
Western Investment and its affiliates currently own about 9.9% of the
outstanding shares of the Pioneer Tax Advantaged Balanced Trust (NYSE:PBF) and
are seeking shareholder support for the election of three nominees to the
nine-member Pioneer board at this year's annual meeting of shareholders. Western
believes the annual meeting is the only opportunity shareholders have to decide
who will represent them and oversee the management of their investment in PBF.
Art Lipson, the managing member of Western Investment, a known leader in
the industry, the creator of, among other things, the Lehman Brothers bond
indices and one of Western Investment's director nominees, reminds shareholders
that "I and Western Investment's other nominees fully intend to work with our
fellow board members to improve PBF's performance and reduce or eliminate the
market discount to NAV. Since the Annual Meeting is only days away, I urge
shareholders to have their shares voted by following the internet or telephone
voting instructions on their GOLD proxy card. It is important for every
shareholder to know that even if you have already voted another proxy, you have
every right to change your mind and vote the GOLD card today. The LAST vote you
send in is the only one that will count, so please vote your shares today."
There can be no assurance that Western Investment's involvement with PBF
will have a similar effect on reducing PBF's discount to NAV, or any effect at
all. Future events, such as the narrowing of the discount to NAV, are inherently
uncertain, and while Western Investment can encourage certain actions, the
effects of such actions are outside of Western Investment's control.
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IF YOU HAVE ALREADY RETURNED A WHITE OR GREEN PROXY,
YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE.
IF YOU HAVE ANY QUESTIONS ABOUT
HOW TO VOTE YOUR GOLD PROXY, PLEASE CONTACT:
INNISFREE M&A INCORPORATED
TOLL-FREE AT: (888) 750-5834
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CONTACT:
Innisfree M&A Incorporated
Mike Brinn, 212-750-8253
CERTAIN INFORMATION CONCERNING WESTERN INVESTMENT LLC
Western Investment LLC ("Western"), together with the other Participants
(as defined below), made a filing on May 10, 2007 with the Securities and
Exchange Commission (the "SEC") of a proxy statement (the "Proxy Statement") and
accompanying proxy cards to be used to, among other things, solicit votes in
support of the election of the Participants' slate of director nominees at the
annual meeting of Pioneer Tax Advantaged Balanced Trust (the "Company")
scheduled for June 8, 2007 (the "Annual Meeting").
Western advises all stockholders of the Company to read the Proxy
Statement and other proxy materials relating to the Annual Meeting as they
become available because they contain important information. Such proxy
materials are available at no charge on the SEC's web site at
http://www.sec.gov. In addition, the Participants in the solicitation will
provide copies of the proxy materials, without charge, upon request. Requests
for copies should be directed to the Participants' proxy solicitor, Innisfree
M&A Incorporated, at its toll-free number: (888) 750-5834 or by e-mail at:
mbrinn@innisfreema.com.
The Participants in the proxy solicitation are Western, Western Investment
Hedged Partners L.P., Arthur D. Lipson, Western Investment Activism Partners
LLC, Western Investment Total Return Master Fund Ltd., Benchmark Plus
Institutional Partners, L.L.C., Benchmark Plus Partners, L.L.C., Benchmark Plus
Management, L.L.C., Scott Franzblau, Robert Ferguson and Matthew S. Crouse (the
"Participants"). Information regarding the Participants and their direct or
indirect interests is available in the Schedule 13D jointly filed with the SEC
on January 21, 2007, as subsequently amended on February 27, 2007 and March 19,
2007, and the Proxy Statement.