Filed by First Trust/Value Line(R) & Ibbotson Equity Allocation Fund
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed Pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: First Trust/Value Line(R) & Ibbotson Equity Allocation Fund
(File Number 811-21517)
PRESS RELEASE
SOURCE: First Trust/Value Line(R) & Ibbotson Equity Allocation Fund
First Trust/Value Line(R) & Ibbotson Equity Allocation Fund Receives from
Shareholder a Notice of Intention to Nominate Individuals for Election as
Trustees at 2006 Annual Meeting of Shareholders
LISLE, IL - (BUSINESS WIRE) - November 8, 2006 - First Trust/Value Line(R) &
Ibbotson Equity Allocation Fund (AMEX - FVI), a diversified closed-end
management investment company ("FVI" or the "Fund"), announced that it received
a letter of intention (the "Letter") to nominate five individuals for election
as trustees at FVI's 2006 Annual Meeting of Shareholders from Ralph W. Bradshaw,
an FVI shareholder (the "Dissident"). The Dissident has nominated himself and
four other individuals, including Edwin Meese III, former U.S. attorney general
under President Ronald Reagan. In addition, the Dissident has filed preliminary
proxy materials with the Securities and Exchange Commission with respect to his
proposed solicitation of proxies to vote against the plan of reorganization
proposed by FVI's Board of Trustees and for his own slate of trustees. The
Letter purports to satisfy the "advance notice" requirements for nominations of
individuals for election as trustees of FVI contained in FVI's By-Laws. Fund
officers are in the process of determining whether the Letter in fact satisfies
the requirements of the By-Laws and whether the Dissident's nominees are
qualified under FVI's board governance policies. According to the Letter, the
Dissident owns 1,201 FVI common shares, representing only .018% of FVI's
outstanding shares, and he owned only 200 shares at the time FVI announced the
proposed reorganization.
At the 2006 Annual Meeting scheduled for December 11, 2006, FVI shareholders are
being asked by FVI to vote on a plan of reorganization to convert FVI into an
exchange-traded fund in addition to being asked to elect trustees of FVI. FVI's
Board of Trustees and management proposed the reorganization as a means to
eliminate the discount to net asset value at which FVI shares have historically
traded. On July 25, 2006, the day prior to the announcement of the
reorganization, FVI's shares had a net asset value of $21.72 per share and a
closing price on the American Stock Exchange of $19.46 per share, representing a
discount of 10.41%. As of the close of business on October 27, 2006, the
business day prior to the filing of the Dissident's preliminary proxy materials,
FVI's shares had a net asset value of $23.09 per share and a closing price on
the American Stock Exchange of $22.75 per share, representing a discount of only
1.47% to net asset value per share. The discount has grown since the filing of
the Dissident's proxy materials and, as of the close of business on Tuesday,
November 7, 2006, had increased to 2.69%.
According to the Dissident's preliminary proxy materials, the Dissident is the
President of Cornerstone Advisors, Inc., and a director of the Cornerstone
Strategic Value Fund, Inc. and the Cornerstone Total Return Fund, Inc. (the
"Cornerstone Funds") and each of the Dissident's proposed nominees is also a
current director of the Cornerstone Funds. The Dissident's preliminary proxy
materials do not indicate that he is a part of any shareholder group. Based upon
a review of publicly-available information, including information regarding past
proxy contests waged by the Dissident against other closed-end funds, First
Trust Advisors L.P. ("First Trust"), FVI's investment adviser, is concerned that
the Dissident, Ron Olin (a 5.9% shareholder of FVI and, according to public
information, the Dissident's reputed brother-in-law) ("Olin"), and Doliver
Capital Advisors (a 25.3% shareholder of FVI, of which Olin is the Chief Trader)
(formerly Deep Discount Advisors) ("Doliver"), may be acting in concert to take
control of the Fund for the primary purpose of combining it with the Cornerstone
Funds in a manner similar to other proxy contests waged by the Dissident. First
Trust is concerned that the primary purpose of these activities may be to take
control of the assets of the Fund in order to maintain the high level of
distributions paid out by the Cornerstone Funds which over the past several
years have been largely comprised of returns of capital. First Trust believes
that the Cornerstone Funds' high distribution rates necessitate that their
assets be replenished on an ongoing basis because they are essentially
self-liquidating funds. First Trust is concerned that in the event the Dissident
is successful in defeating the proposed reorganization of FVI and in electing
his proposed slate, the new board of trustees will eventually propose to combine
FVI with one of the Cornerstone Funds, which First Trust strongly believes would
not be in the best interests of FVI and its shareholders. First Trust is
concerned that the Dissident's preliminary proxy materials may fail to describe
any of the Dissident's contracts, arrangements, understandings or relationships
with other shareholders, including any arrangement with Olin and Doliver, and
fail to disclose prior proxy contests against closed-end funds in which Olin and
Doliver held significant stakes, and thereby may deprive FVI shareholders of all
material facts necessary for them to make fully-informed decisions on how to
vote.
In a Wall Street Journal article about the reorganization of FVI published on
August 8, 2006, Ralph D. McBride, president of Doliver, stated that the
reorganization is "a good thing for shareholders." The Dissident's current
activities are surprising to First Trust as they are wholly inconsistent with
Doliver's recently stated position in support of the reorganization as reported
in the Wall Street Journal.
In past proxy contests against other closed-end funds, the Dissident has claimed
a fund's poor performance and/or persistent deep discount as reasons for
rejecting legitimate shareholder value proposals by target fund boards. However,
the Dissident claims in his current preliminary proxy materials that FVI's
performance is "reasonable" and that the reorganization would only preclude
FVI's shares from trading at a premium. Based on FVI's current trading price and
performance history, First Trust believes that the Dissident's opposition to the
reorganization and proposal of his own slate of trustees are motivated by a
desire to ultimately acquire the Fund's assets. FVI's investment objective is to
provide capital appreciation. It seeks to outperform the S&P 500 Composite Stock
Price Index (S&P 500) by investing in a diversified portfolio of common stocks
selected through application of a disciplined investment strategy. As of
November 3, 2006, FVI's average annual total return since its inception date of
April 16, 2004, was 18.93% based on net asset value and 15.36% based on market
price, versus 9.47% for the S&P 500.
FVI is currently assessing the Dissident's filings, as well as a recent filing
related to the reorganization made by Olin. According to a First Trust officer,
"We are analyzing a number of different responses to this perceived threat to
the Fund, including the filing of a lawsuit to protect these interests and the
advisability of liquidation of the Fund, which can be accomplished with Board
approval. We have no intention of sitting idly by while Bradshaw (and possibly
Olin and McBride) employ this tactic on FVI shareholders."
Additional Information About The Reorganization
In connection with the proposed reorganization, the Fund filed a registration
statement, which includes a prospectus/proxy statement dated October 17, 2006,
that has been sent to each of the shareholders of the Fund, and the Fund may
file other relevant documents concerning the proposed reorganization with the
Securities and Exchange Commission ("SEC"). Shareholders are urged to read the
registration statement and the prospectus/proxy statement regarding the proposed
reorganization and any other relevant documents filed with the SEC, as well as
any amendments or supplements to those documents, because they will contain
important information.
Shareholders will be able to obtain a free copy of the prospectus/proxy
statement, as well as other filings containing information about the Fund, at
the SEC's website (http://www.sec.gov). Shareholders will also be able to obtain
these documents, free of charge, by accessing First Trust's website at
www.ftadvisors.com. Copies can also be obtained, free of charge, by directing a
request to First Trust Advisors L.P., 1001 Warrenville Road, Suite 300, Lisle,
Illinois 60532, telephone number: (800) 988-5891.
The Fund and its trustees and executive officers, and First Trust and its
officers and employees, may be deemed to be participants in the solicitation of
proxies from the shareholders of the Fund in connection with the proposed
reorganization. Information about the trustees and executive officers of the
Fund is set forth in the prospectus/proxy statement. Additional information
regarding the interests of those participants and other persons who may be
deemed participants in the transaction may be obtained by reading the
prospectus/proxy statement regarding the proposed reorganization. Shareholders
may obtain free copies of these documents as described above.
________________________________________
CONTACT: Scott Jardine - (630) 241-8798
SOURCE: First Trust/Value Line(R) & Ibbotson Equity Allocation Fund