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 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.
Item 1: On or about May 10, 2007, Western mailed the following letter to
stockholders of the Company:
WESTERN INVESTMENT LLC
Dear Fellow Stockholder:
Western Investment, together with other stockholders, currently owns over 9.8%
of the outstanding shares of Pioneer Tax Advantaged Balanced Trust. ("Pioneer"
or the "Fund"). We are seeking your support for the election of our three
nominees to the Pioneer board at the upcoming annual meeting scheduled for June
8, 2007. We are convinced that true stockholder representation-the election of
trustees with a meaningful ownership interest in the Fund who are interested in
enhancing stockholder value-is not only desirable, but necessary given Pioneer's
continued failure to take effective action to address stockholder concerns, as
described below.
WHY HAS THE BOARD TAKEN NO SIGNIFICANT ACTION TO REDUCE
THE PERSISTENT DISCOUNT TO NET ASSET VALUE?
We have proposed a slate of independent and committed nominees who believe that
the issues facing the Fund are both serious and require immediate action. We
believe that each member of Pioneer's Board owes a duty to its stockholders to
oversee their investment in the Fund and be diligent in taking all reasonable
actions to maximize stockholder value. We believe that there are existing
opportunities to enhance value that the incumbent board has failed to act upon.
o Pioneer's share price has lagged its net asset value (NAV) since
immediately after its inception. This discount has ranged from 12% to
higher than 17% over the past few years, as of fiscal year-end for each
year, and has been higher than 18%. Any stockholders selling their shares
are forced to leave this value behind, receiving less for their shares
than the actual value of the securities they represent. This discount is
in addition to the 4.5% sales load stockholders paid to underwriters to
purchase the shares in the original offering, resulting in lost value and
fees of over 20% to original stockholders.
THE TABLE BELOW SHOWS THE DISCOUNT OF PIONEER'S FISCAL YEAR-END STOCK
PRICE TO PIONEER'S FISCAL YEAR-END NAV SINCE ITS INCEPTION IN 2004.
NAV
November 30 Discount
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2004(1) -12%
2005 -17%
2006 -13%
On November 30, 2006, this 13% discount translated to over $62 MILLION of
value unavailable to stockholders.
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(1) Period from January 30, 2004 until November 30, 2004.
o This persistent "discount to NAV" is unacceptable, and the current
trustees have failed to take the necessary actions to address it. We do
not understand why the Pioneer Board has not taken significant action to
prevent the continuance of this persistent history of loss to selling
stockholders resulting from the enormous discount to NAV. While we have no
intention of seeking to open-end or liquidate the Fund, we believe there
are mechanisms, such as the immediate adoption of a significantly higher
distribution policy or an aggressive stock buyback program, which can be
effectively implemented now for the benefit of all Pioneer stockholders.
o Pioneer's stockholders are being harmed by the Board's inaction.
Stockholders who may need or want to sell their investment in Pioneer are
faced with the unpleasant reality that a sale will result in lost value.
HOW CAN THE BOARD JUSTIFY PAYING OVER $3.5 MILLION IN MANAGEMENT FEES IN 2006?
While many stockholders may have incurred lost value and fees totaling over 20%
of their investment, the Fund paid over $3.5 million in management fees in 2006.
We believe Pioneer's board needs to take aggressive action to decrease and
justify these fees, including potentially increasing the Fund's monthly
dividend, and/or repurchasing shares at the current substantial discount to NAV.
Although our nominees will only represent a minority of the board, if elected,
they will seek to work with the remainder of the board to provide full, fair
value to stockholders, and to encourage the full Board to take significant
action to reduce the discount to NAV. OUR INTERESTS ARE ALIGNED WITH YOURS. With
your support, our nominees, all experienced investors with outstanding
credentials, would work with their fellow trustees to see that these measures
are given serious consideration and if deemed advisable, prompt implementation.
The accompanying proxy statement provides additional information about our
nominees and proposals. We urge you to read it carefully and then lend us your
support by voting your shares by signing, dating and returning the GOLD proxy in
the envelope provided today.
Thank you for your support.
Regards,
/s/ Art Lipson
Art Lipson
Western Investment LLC
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IF STOCKHOLDERS HAVE ALREADY RETURNED A WHITE PROXY, OR ANY OTHER PROXY, THEY
HAVE EVERY RIGHT TO CHANGE THEIR VOTE.
IF STOCKHOLDERS HAVE ANY QUESTIONS ABOUT
HOW TO VOTE THEIR GOLD PROXY, THEY SHOULD CONTACT
THE FIRM ASSISTING WESTERN INVESTMENT IN THE SOLICITATION OF PROXIES:
INNISFREE M&A INCORPORATED
TOLL-FREE AT: (888) 750-5834
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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.