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
/_/ Definitive Additional Materials
/X/ Soliciting Material Under Rule 14a-12
FIRST TRUST VALUE LINE(R) DIVIDEND FUND
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
WESTERN INVESTMENT LLC
WESTERN INVESTMENT HEDGED PARTNERS LP
WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD.
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
BENCHMARK PLUS PARTNERS, L.L.C.
BENCHMARK PLUS MANAGEMENT, L.L.C.
PARADIGM PARTNERS, N.W., INC.
ARTHUR D. LIPSON
SCOTT FRANZBLAU
ROBERT FERGUSON
MICHAEL DUNMIRE
MATTHEW S. CROUSE
JAMES R. MERCHANT
PHILIP COOPER
--------------------------------------------------------------------------------
(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:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
(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):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
/_/ Fee paid previously with preliminary materials:
--------------------------------------------------------------------------------
/_/ 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:
--------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------------------
(4) Date Filed
2
Western Investment LLC ("WILLC"), together with the other
participants named herein, is filing materials contained in this Schedule 14A
with the Securities and Exchange Commission ("SEC") in connection with the
solicitation of proxies for the election of five nominees as Trustees at the
2006 annual meeting of shareholders (the "Annual Meeting") of First Trust Value
Line(R) Dividend Fund ("First Trust"). WILLC has not yet filed a proxy statement
with the SEC with regard to the Annual Meeting.
Item 1: On June 27, 2006, Arthur D. Lipson delivered the following
letter to First Trust notifying First Trust of Mr. Lipson's intent to nominate
five candidates for election as Trustees of First Trust at the Annual Meeting.
ARTHUR D. LIPSON
c/o WESTERN INVESTMENT LLC
2855 EAST COTTONWOOD PARKWAY, SUITE 110
SALT LAKE CITY, UTAH 84121
June 27, 2006
BY FEDERAL EXPRESS
First Trust Value Line(R) Dividend Fund
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
Attn: Corporate Secretary
Re: NOTICE OF INTENTION TO NOMINATE INDIVIDUALS FOR ELECTION AS
TRUSTEES AT THE 2006 ANNUAL MEETING OF SHAREHOLDERS OF FIRST
TRUST VALUE LINE(R) DIVIDEND FUND
Dear Sir:
This letter shall serve to satisfy the advance notice requirements of
Article III, Section 3(b) of the Bylaws, as amended and restated on December 13,
2005 (the "Bylaws"), of First Trust Value Line(R) Dividend Fund ("First Trust")
as to the nomination by Arthur D. Lipson of five (5) nominees for election as
Trustees of First Trust at the 2006 annual meeting of shareholders of First
Trust, or any other meeting of shareholders held in lieu thereof, and any
adjournments, postponements, reschedulings or continuations thereof (the "2006
Annual Meeting").
This letter and all Schedules and Exhibits attached hereto are
collectively referred to as the "Notice." Arthur D. Lipson is the beneficial
owner of 2,000,575 shares of common stock, $.01 par value per share (the "Common
Stock"), of First Trust, 1,000 shares of which are held of record by Arthur D.
Lipson. Arthur D. Lipson's address, as believed to appear on First Trust's
books, is Box 71869, Salt Lake City, Utah 84171-0869. Through this Notice,
Arthur D. Lipson hereby nominates and notifies you of his intent to nominate
Arthur D. Lipson, Matthew S. Crouse, Robert Ferguson, James R. Merchant and
Philip Cooper as nominees (the "Nominees") to be elected as Trustees of First
Trust at the 2006 Annual Meeting. Arthur D. Lipson believes that the terms of
five (5) Trustees of First Trust expire at the 2006 Annual Meeting. To the
extent there are in excess of five (5) Trustees up for election at the 2006
Annual Meeting or First Trust increases the number of Trustees serving office,
Arthur D. Lipson reserves the right to nominate additional nominees to be
elected as Trustees at the 2006 Annual Meeting. Any additional nominations made
pursuant to the preceding sentence are without prejudice to the position of
Arthur D. Lipson that any attempt by First Trust to increase the number of
Trustees serving office would constitute an unlawful manipulation of First
Trust's corporate machinery. If this Notice shall be deemed for any reason to be
ineffective with respect to the nomination of any of the Nominees at the 2006
Annual Meeting, or if any individual Nominee shall be unable to serve for any
reason, this Notice shall continue to be effective with respect to the remaining
Nominee(s) and as to any replacement Nominee(s) selected by Arthur D. Lipson.
3
The information concerning the Nominees and the shareholder giving this
Notice required by Article III, Section 3(b) of the Bylaws is set forth below:
(i) NAME, AGE, DATE OF BIRTH, BUSINESS ADDRESS, RESIDENCE ADDRESS AND
NATIONALITY OF THE NOMINEES:
Name, Age, Date of Birth
and Nationality Business Address Residence Address
------------------------ ---------------- -----------------
Arthur D. Lipson c/o Western Investment LLC 8011 S. Dazzling View Circle
Age: 63 2855 E. Cottonwood Parkway Salt Lake City, UT 84121
DOB: November 30, 1942 Suite 110
Nationality: USA Salt Lake City, UT 84121
Matthew S. Crouse c/o Western Investment LLC 3156 Old Ridge Circle
Age: 34 2855 E. Cottonwood Parkway Salt Lake City, UT 84121
DOB: November 11, 1971 Suite 110
Nationality: USA Salt Lake City, UT 84121
Robert Ferguson c/o Benchmark Plus 6135 Bayview Drive NE
Age: 49 Management, L.L.C. Tacoma, WA 98422
DOB: July 30, 1956 820 A Street, Suite 700
Nationality: USA Tacoma, WA 98402
James R. Merchant c/o Benchmark Plus 7917 35th Street W
Age: 46 Management, L.L.C. University Place, WA 98466
DOB: October 6, 1959 820 A Street, Suite 700
Nationality: USA Tacoma, WA 98402
Philip Cooper 55 Old Bedford Road 144 Sandy Pond Road
Age: 54 Lincoln, MA 01773 Lincoln, MA 01773
DOB: July 18, 1951
Nationality: USA
(ii) CLASS OR SERIES AND NUMBER OF SHARES OF FIRST TRUST OWNED OF RECORD OR
BENEFICIALLY BY EACH NOMINEE:
Name Class / Series Beneficial / Record Ownership
---- -------------- -----------------------------
Arthur D. Lipson Common Stock, Mr. Lipson beneficially owns 2,000,575 shares
$.01 par value of Common Stock consisting of 1,000 shares held
directly by Mr. Lipson and 1,999,575 shares
beneficially owned by Western Investment LLC
("WILLC"). Mr. Lipson may be deemed to
beneficially own the 1,999,575 shares of Common
Stock beneficially owned by WILLC by virtue of
his ability to vote and dispose of such shares
as the sole managing member of WILLC.
4
Matthew S. Crouse N/A None
Robert Ferguson Common Stock, Mr. Ferguson beneficially owns 1,165,300 shares
$.01 par value of Common Stock consisting of 722,100 shares
beneficially owned by Benchmark Plus
Management, L.L.C. ("BPM") and 443,200 shares
beneficially owned by Paradigm Partners, N.W.,
Inc. ("PPNW"). Mr. Ferguson may be deemed to
beneficially own the 722,100 shares of Common
Stock beneficially owned by BPM and the 443,200
shares beneficially owned by PPNW by virtue of
his ability to vote and dispose of such shares
as a managing member of BPM and a principal of
PPNW.
James R. Merchant N/A None
Philip Cooper N/A None
(iii) WHETHER THE SHAREHOLDER GIVING THIS NOTICE BELIEVES ANY NOMINEE IS OR
WILL BE AN "INTERESTED PERSON" OF FIRST TRUST, AS DEFINED IN THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "1940 ACT"), AND, IF
NOT AN "INTERESTED PERSON," INFORMATION REGARDING EACH NOMINEE THAT
WILL BE SUFFICIENT FOR FIRST TRUST TO MAKE SUCH DETERMINATION:
Arthur D. Lipson does not believe any Nominee is or will be an
"interested person" of First Trust, as defined in the 1940 Act. Arthur
D. Lipson does not believe there is any relevant information other than
the information already set forth herein regarding any of the Nominees
that would allow First Trust to make a determination to the contrary.
(iv) THE WRITTEN AND SIGNED CONSENT OF EACH NOMINEE TO BE NAMED AS A NOMINEE
AND TO SERVE AS A TRUSTEE IF ELECTED:
The written and signed consents of the Nominees named in this Notice
and to be named as a nominee in any proxy statement filed by Arthur D.
Lipson and/or his affiliates in connection with the 2006 Annual Meeting
and to serve as a Trustee of First Trust if so elected are attached
hereto as Exhibit A.
(v) THE DESCRIPTION OF AND TEXT OF THE PROPOSAL TO ELECT THE NOMINEES:
The text of Arthur D. Lipson's proposal to elect the Nominees is as
follows:
"To elect Arthur D. Lipson, Matthew S. Crouse, Robert Ferguson, James
R. Merchant and Philip Cooper as Trustees of First Trust, in opposition
to First Trust's incumbent Trustees whose terms expire at the Annual
Meeting."
5
(vi) WRITTEN STATEMENT OF THE REASONS WHY THE SHAREHOLDER SUBMITTING THIS
NOTICE FAVORS THE PROPOSAL TO ELECT THE NOMINEES:
Arthur D. Lipson proposes to nominate the Nominees for election as
Trustees at the 2006 Annual Meeting as he believes the Nominees will
work to maximize shareholder value.
(vii) THE CLASS OR SERIES AND NUMBER OF SHARES OF FIRST TRUST OWNED
BENEFICIALLY AND OF RECORD BY THE SHAREHOLDER GIVING THIS NOTICE:
See Item (ii) above.
(viii) ANY MATERIAL INTEREST OF THE SHAREHOLDER GIVING THIS NOTICE IN THE
MATTER PROPOSED:
Arthur D. Lipson does not have a material interest in the matter
proposed herein except as otherwise set forth herein.
(ix) REPRESENTATION THAT THE SHAREHOLDER GIVING THIS NOTICE INTENDS TO
APPEAR IN PERSON OR BY PROXY AT THE 2006 ANNUAL MEETING TO ACT ON THE
MATTER PROPOSED:
Arthur D. Lipson intends to appear in person or by proxy at the 2006
Annual Meeting to act on the matter proposed herein.
(x) DESCRIPTION OF ALL ARRANGEMENTS OR UNDERSTANDINGS BETWEEN THE
SHAREHOLDER GIVING THIS NOTICE AND EACH NOMINEE AND ANY OTHER PERSON OR
PERSONS PURSUANT TO WHICH THE NOMINATIONS ARE TO BE MADE BY THE
SHAREHOLDER:
On June 27, 2006, Western Investment Hedged Partners, L.P., Western
Investment Total Return Master Fund Ltd., Western Investment Activism
Partners LLC, Western Investment LLC, Benchmark Plus Institutional
Partners, L.L.C., Benchmark Plus Management, L.L.C., Benchmark Plus
Partners, L.L.C., Paradigm Partners, N.W., Inc., Scott Franzblau,
Michael Dunmire and each of the Nominees (collectively, the "Group")
entered into a Joint Filing and Solicitation Agreement in which, among
other things, (a) the parties agreed to the joint filing on behalf of
each of them of statements on Schedule 13D with respect to the
securities of First Trust, (b) the parties agreed to vote in favor of
the election of the Nominees and to solicit proxies or written consents
for the election of the Nominees, or any other person(s) nominated by
Arthur D. Lipson as Trustees of First Trust at the 2006 Annual Meeting
(the "Solicitation"), and (c) Western Investment LLC agreed to bear all
expenses incurred in connection with the Group's activities, including
approved expenses incurred by any of the parties in connection with the
Solicitation, subject to certain limitations.
The information contained in the Schedule 13D filed or to be filed by
the members of the Group with respect to First Trust is deemed
incorporated by reference herein and accordingly all information
contained in this Notice is deemed to be supplemented by the
information in the Schedule 13D.
6
Other than as stated herein, there are no arrangements or
understandings between Arthur D. Lipson and each Nominee or any other
person or persons pursuant to which the nominations described herein
are to be made, other than the consents by the Nominees to be named as
a nominee in this Notice, to be named as a nominee in any proxy
statement filed by Arthur D. Lipson and/or his affiliates in connection
with the 2006 Annual Meeting and to serve as a Trustee of First Trust,
if so elected.
(xi) EVIDENCE ESTABLISHING INDIRECT OWNERSHIP OF, AND ENTITLEMENT TO VOTE,
SHARES BENEFICIALLY OWNED BY THE SHAREHOLDER GIVING THIS NOTICE AT THE
2006 ANNUAL MEETING:
See brokerage reports attached hereto as Exhibit B and the Schedule
13D, as amended, filed by certain members of the Group with respect to
First Trust, attached hereto as Exhibit C. Since the filing of the last
amendment to the Schedule 13D on February 17, 2006, there have been
additional transactions in securities of First Trust which appear on
Schedule A hereto.
(xii) ANY OTHER INFORMATION REGARDING THE NOMINEES REQUIRED BY PARAGRAPHS A,
D, E AND F OF ITEM 401 OF REGULATION S-K OR PARAGRAPH B OF ITEM 22 OF
RULE 14A 101 OF SCHEDULE 14A UNDER THE EXCHANGE ACT AND ANY OTHER
INFORMATION REGARDING THE NOMINEES AND THE SHAREHOLDER GIVING THIS
NOTICE THAT WOULD BE REQUIRED TO BE DISCLOSED IN A PROXY STATEMENT OR
OTHER FILINGS REQUIRED TO BE MADE IN CONNECTION WITH SOLICITATION OF
PROXIES FOR ELECTION OF TRUSTEES OR DIRECTORS PURSUANT TO SECTION 14 OF
THE EXCHANGE ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER:
ARTHUR D. LIPSON has been the sole managing member of Western
Investment LLC, a Delaware limited liability company that acts as the
managing member, general partner and investment manager, as the case
may be, of Western Investment Hedged Partners, L.P., Western Investment
Total Return Master Fund Ltd. and Western Investment Activism Partners
LLC (collectively, the "Funds"), since May 1997. The principal business
of the Funds is acquiring, holding and disposing of investments in
various companies. Mr. Lipson received a Master of Science degree from
Columbia University and a Bachelor of Science degree from the
California Institute of Technology.
MATTHEW S. CROUSE has served as a portfolio manager at Western
Investment LLC since February 2003. From January 2002 to January 2003,
he served as the Manager of Market Risk Control for Duke Energy, a
utility company with an affiliated real estate operation. From June
2000 to December 2001, he served as Manager/Director of Research for
The New Power Company, a retail energy supplier. Mr. Crouse received a
Ph.D. in Electrical Engineering from Rice University and a Master of
Business Administration degree from the University of Houston.
ROBERT FERGUSON has served as a principal of Benchmark Plus Management,
L.L.C., the managing member of Benchmark Plus Institutional Partners,
L.L.C. ("BPIP"), since 1997. BPIP is in the business of acquiring,
holding and disposing of investments in various companies. Mr. Ferguson
received a Master of Business Administration degree from The Wharton
School of Business, University of Pennsylvania and a Bachelor of
Science degree in Business Administration from Oregon State University.
7
JAMES R. MERCHANT has served as Chief Financial Officer of Benchmark
Plus Management, L.L.C., the managing member of Benchmark Plus
Institutional Partners, L.L.C. ("BPIP"), since January 2004. BPIP is in
the business of acquiring, holding and disposing of investments in
various companies. From June 2001 to January 2004, he was a Manager
with the accounting firm of Grant Thornton, LLP. From July 1998 to
March 2005, Mr. Merchant was the Controller of Northwest Leadership
Foundation, a non-profit urban ministry. He has also served as the
Treasurer of Trinity Presbyterian Church in Tacoma, Washington since
November 2003. Mr. Merchant received a Bachelor of Science degree from
Stanford University.
PHILIP COOPER was a Managing Director and Head of the Private Equity
Group of Goldman Sachs Group, Inc., a global investment banking and
securities firm, from August 1996 to June 2004. He has been a private
investor since July 2004. Mr. Cooper received a Bachelor of Science
degree from Syracuse University and a Master of Science degree in
Management from the Massachusetts Institute of Technology.
The following table sets forth the name, address and beneficial
ownership of securities of the shareholder giving this Notice as well
as all the members of the Group. Reference is made to the Schedule 13D
filed and to be filed with the Securities and Exchange Commission for
more information regarding the members of the Group.
Name and Address Class/Series Ownership
---------------- -------------- ---------
Western Investment Hedged Common Stock, 909,010 shares owned beneficially.
Partners, L.P. ("WIHP") $.01 par value
See Schedule A for all transactions
2855 East Cottonwood Parkway in securities of First Trust by
Suite 110 WIHP during the past 2 years.
Salt Lake City, Utah 84121
Western Investment Total Return Common Stock, 143,000 shares owned beneficially.
Master Fund Ltd. ("WITR") $.01 par value
See Schedule A for all transactions
2855 East Cottonwood Parkway in securities of First Trust by
Suite 110 WITR during the past 2 years.
Salt Lake City, Utah 84121
Western Investment Activism Common Stock, 947,565 shares owned beneficially.
Partners LLC ("WIAP") $.01 par value
See Schedule A for all transactions
2855 East Cottonwood Parkway in securities of First Trust by
Suite 110 WIAP during the past 2 years.
Salt Lake City, Utah 84121
8
Western Investment LLC Common Stock, 1,999,575 shares owned beneficially.
("WILLC") $.01 par value
As the general partner, managing
2855 East Cottonwood Parkway member and investment manager, as
Suite 110 the case may be, of WIHP, WITR and
Salt Lake City, Utah 84121 WIAP, WILLC may be deemed to
beneficially own the 1,999,575
shares of Common Stock owned in the
aggregate by WIHP, WITR and WIAP.
Arthur D. Lipson Common Stock, 2,000,575 shares owned beneficially.
$.01 par value
Mr. Lipson may also be deemed to
2855 East Cottonwood Parkway beneficially own the 1,999,575
Suite 110 shares of Common Stock beneficially
Salt Lake City, Utah 84121 owned by WILLC by virtue of his
ability to vote and dispose of such
shares as the sole managing member
of WILLC.
See Schedule A for all transactions
in securities of First Trust by Mr.
Lipson during the past 2 years.
Benchmark Plus Institutional Common Stock, 722,100 shares owned beneficially.
Partners, L.L.C. ("BPIP") $.01 par value
See Schedule A for all transactions
820 A Street, Suite 700 in securities of First Trust by
Tacoma, Washington 98402 BPIP during the past 2 years.
Benchmark Plus Management, Common Stock, 722,100 shares owned beneficially.
L.L.C. ("BPM") $.01 par value
BPM may be deemed to beneficially
820 A Street, Suite 700 own the 722,100 shares of Common
Tacoma, Washington 98402 Stock beneficially owned by BPIP by
virtue of its ability to vote and
dispose of such shares as the
managing member of BPIP.
9
Benchmark Plus Partners, Common Stock, 443,200 shares owned beneficially.
L.L.C. ("BPP") $.01 par value
See Schedule A for all transactions
820 A Street, Suite 700 in securities of First Trust by BPP
Tacoma, Washington 98402 during the past 2 years.
Paradigm Partners, N.W., Common Stock, 443,200 shares owned beneficially.
Inc. ("PPNW") $.01 par value
PPNW may be deemed to beneficially
820 A Street, Suite 700 own the 443,200 shares of Common
Tacoma, Washington 98402 Stock beneficially owned by BPP by
virtue of its ability to vote and
dispose of such shares as the
managing member of BPP.
Scott Franzblau Common Stock, 722,100 shares owned beneficially.
$.01 par value
Mr. Franzblau may be deemed to
820 A Street, Suite 700 beneficially own the 722,100 shares
Tacoma, Washington 98402 of Common Stock beneficially owned
by BPIP by virtue of his ability to
vote and dispose of such shares as
a managing member of BPM, which in
turn is the managing member of
BPIP.
Robert Ferguson Common Stock, 1,165,300 shares owned beneficially.
$.01 par value
Mr. Ferguson may be deemed to
820 A Street, Suite 700 beneficially own the 722,100 shares
Tacoma, Washington 98402 of Common Stock beneficially owned
by BPIP by virtue of his ability to
vote and dispose of such shares as
a managing member of BPM, which in
turn is the managing member of
BPIP.
Mr. Ferguson may also be deemed to
beneficially own the 443,200 shares
of Common Stock beneficially owned
by BPP by virtue of his ability to
vote and dispose of such shares as
a principal of PPNW, which in turn
is the managing member of BPP.
10
Michael Dunmire Common Stock, 1,165,300 shares owned beneficially.
$.01 par value
Mr. Dunmire may be deemed to
820 A Street, Suite 700 beneficially own the 722,100 shares
Tacoma, Washington 98402 of Common Stock beneficially owned
by BPIP by virtue of his ability to
vote and dispose of such shares as
a managing member of BPM, which in
turn is the managing member of
BPIP.
Mr. Dunmire may also be deemed to
beneficially own the 443,200 shares
of Common Stock beneficially owned
by BPP by virtue of his ability to
vote and dispose of such shares as
a principal of PPNW, which in turn
is the managing member of BPP.
For information regarding purchases and sales during the past two years
of securities of First Trust by Western Investment Institutional
Partners LLC, an entity controlled by Mr. Lipson that no longer owns
any securities of First Trust, please see Schedule A. Messrs. Crouse,
Ferguson, Merchant and Cooper have not purchased or sold any securities
of First Trust during the past two years.
Except as set forth in this Notice (including the Schedules and
Exhibits hereto), (i) during the past 10 years, no member of the Group
has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); (ii) no member of the Group
directly or indirectly beneficially owns any securities of First Trust;
(iii) no member of the Group owns any securities of First Trust which
are owned of record but not beneficially; (iv) no member of the Group
has purchased or sold any securities of First Trust during the past two
years; (v) no part of the purchase price or market value of the
securities of First Trust owned by any member of the Group is
represented by funds borrowed or otherwise obtained for the purpose of
acquiring or holding such securities; (vi) no member of the Group is,
or within the past year was, a party to any contract, arrangements or
understandings with any person with respect to any securities of First
Trust, including, but not limited to, joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of
profit, division of losses or profits, or the giving or withholding of
proxies; (vii) no associate of any member of the Group owns
beneficially, directly or indirectly, any securities of First Trust;
(viii) no member of the Group owns beneficially, directly or
indirectly, any securities of any parent or subsidiary of First Trust;
(ix) no member of the Group or any of his/its associates was a party to
any transaction, or series of similar transactions, since the beginning
of First Trust's last fiscal year, or is a party to any currently
proposed transaction, or series of similar transactions, to which First
Trust or any of its subsidiaries was or is to be a party, in which the
amount involved exceeds $60,000; and (x) no member of the Group or any
of his/its associates has any arrangement or understanding with any
person with respect to any future employment by First Trust or its
affiliates, or with respect to any future transactions to which First
Trust or any of its affiliates will or may be a party.
11
As of June 27, 2006, the dollar range of shares of Common Stock of
First Trust beneficially owned by each Nominee is as follows:
Aggregate Dollar Range of
Equity Securities in All Funds
to be Overseen by Nominee in
Dollar Range of Equity the First Trust Family of
Name of Nominee Securities in First Trust Investment Companies*
---------------------- --------------------------- --------------------------------
Arthur D. Lipson Over $100,000 Over $100,000
Robert Ferguson Over $100,000 Over $100,000
Matthew S. Crouse None None
James R. Merchant None None
Philip Cooper None None
*If elected as Trustees, the Nominees would not oversee any other
registered investment company within the First Trust family of
investment companies.
12
Please address any correspondence to Arthur D. Lipson,
telephone (801) 942-7803, facsimile (801) 942-1625 (with a copy to my
counsel, Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue
Tower, 65 East 55th Street, New York, New York 10022, Attention: Steven
Wolosky, Esq., telephone (212) 451-2333, facsimile (212) 451-2222). The
giving of this Notice is not an admission that any procedures for
notice concerning the nomination of Trustees of First Trust are legal,
valid or binding, and Arthur D. Lipson reserves the right to challenge
their validity.
Very truly yours,
/s/ Arthur D. Lipson
-----------------------------
ARTHUR D. LIPSON
13
SCHEDULE A
TRANSACTIONS IN THE COMMON STOCK OF FIRST TRUST
Transaction Quantity Date Price ($)
------------------ ----------------- -------------------- ------------------
WESTERN INVESTMENT HEDGED PARTNERS, L.P.
BUY 3,600 11/05/2004 15.0079
BUY 4,400 11/08/2004 15.0010
BUY 8,300 11/11/2004 15.0546
BUY 10,000 11/12/2004 15.2347
BUY 4,000 11/18/2004 15.1229
BUY 2,000 11/22/2004 15.0563
BUY 2,300 11/23/2004 15.0574
SELL 12,900 12/31/2004 15.4588
SELL 18,600 12/31/2004 15.4590
SELL 72,100 12/31/2004 15.4510
BUY 1,900 02/16/2005 14.7600
BUY 1,800 02/25/2005 14.6380
BUY 1,300 03/07/2005 14.8744
BUY 900 03/08/2005 14.8700
BUY 1,000 03/22/2005 14.3400
BUY 5,000 03/22/2005 14.4800
BUY 1,000 03/23/2005 14.2800
BUY 2,800 03/24/2005 14.2400
BUY 1,000 03/28/2005 14.2200
BUY 3,000 03/31/2005 14.2900
BUY 1,000 04/05/2005 14.2700
BUY 4,400 04/06/2005 14.3848
BUY 7,500 04/07/2005 14.4130
BUY 2,900 04/22/2005 14.1179
BUY 7,000 05/10/2005 14.4500
BUY 5,000 05/11/2005 14.3500
BUY 900 05/31/2005 14.6000
BUY 600 06/07/2005 14.6300
BUY 1,800 06/14/2005 14.6611
BUY 700 06/15/2005 14.6700
BUY 1,150 07/25/2005 15.0600
BUY 2,800 08/02/2005 15.1649
BUY 1,100 08/03/2005 15.1990
BUY 5,000 10/04/2005 14.9148
BUY 14,100 10/05/2005 14.7670
BUY 4,900 10/06/2005 14.5947
BUY 23,100 10/07/2005 14.5602
BUY 6,500 10/10/2005 14.4974
BUY 26,900 10/11/2005 14.4817
14
Transaction Quantity Date Price ($)
------------------ ----------------- -------------------- ------------------
BUY 8,300 10/12/2005 14.3402
BUY 21,800 10/13/2005 14.2446
BUY 24,900 10/14/2005 14.2795
BUY 29,500 10/17/2005 14.3671
BUY 12,600 10/18/2005 14.3523
BUY 800 10/18/2005 14.3800
BUY 3,300 10/19/2005 14.3706
BUY 14,000 10/19/2005 14.3654
BUY 600 10/20/2005 14.4400
BUY 6,600 10/20/2005 14.4458
BUY 25,800 10/21/2005 14.3850
BUY 900 10/21/2005 14.3978
BUY 15,600 10/24/2005 14.5251
BUY 15,000 10/24/2005 14.4819
BUY 14,200 10/25/2005 14.5082
BUY 2,300 10/25/2005 14.5000
BUY 19,900 10/26/2005 14.5425
BUY 4,500 10/27/2005 14.4653
BUY 29,100 10/28/2005 14.5661
BUY 6,300 10/28/2005 14.5268
BUY 27,600 10/31/2005 14.7293
BUY 5,300 10/31/2005 14.7323
BUY 3,100 11/01/2005 14.6755
BUY 22,500 11/02/2005 14.7362
BUY 2,900 11/02/2005 14.8166
BUY 4,600 11/03/2005 14.8831
BUY 7,000 11/03/2005 14.8816
BUY 11,100 11/04/2005 14.7955
BUY 19,200 11/07/2005 14.8976
BUY 8,000 11/08/2005 14.8701
BUY 100 11/08/2005 14.9100
BUY 30,100 11/09/2005 14.9449
BUY 3,500 11/09/2005 14.9559
BUY 61,400 11/10/2005 14.9629
BUY 500 11/10/2005 15.0200
BUY 19,000 11/11/2005 15.0445
BUY 2,600 11/11/2005 15.0592
BUY 2,200 11/14/2005 15.0564
BUY 1,100 11/14/2005 15.0664
BUY 18,900 11/16/2005 14.9968
BUY 400 11/16/2005 15.0200
BUY 25,300 11/17/2005 15.0634
BUY 6,060 11/17/2005 15.0570
BUY 27,000 11/30/2005 15.3100
15
Transaction Quantity Date Price ($)
------------------ ----------------- -------------------- ------------------
BUY 2,300 11/30/2005 15.3205
BUY 32,900 12/01/2005 15.3527
BUY 45,000 12/02/2005 15.3907
BUY 4,300 12/05/2005 15.3563
BUY 70,000 12/05/2005 15.4127
BUY 9,000 12/19/2005 13.9006
BUY 34,700 12/21/2005 13.9012
BUY 5,300 12/27/2005 13.9465
BUY 100 12/29/2005 13.9300
SELL 100 01/09/2006 14.4045
BUY 3,000 06/23/2006 14.3143
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
BUY 61,550 11/28/2005 15.2300
BUY 3,900 11/30/2005 15.3205
SELL 1,600 11/30/2005 15.2982
BUY 26,900 11/30/2005 15.3100
SELL 2,900 12/01/2005 15.4056
BUY 35,800 12/01/2005 15.3527
SELL 385 12/02/2005 15.4045
BUY 45,700 12/02/2005 15.3907
BUY 2,300 12/05/2005 15.3900
BUY 79,700 12/05/2005 15.4127
SELL 7,000 12/05/2005 15.3944
BUY 4,400 12/05/2005 15.3563
BUY 7,900 12/06/2005 15.4142
BUY 500 12/06/2005 15.4500
SELL 4,200 12/06/2005 15.4208
BUY 300 12/07/2005 15.3217
SELL 6,800 12/07/2005 15.3047
SELL 600 12/08/2005 15.3393
BUY 30,600 12/09/2005 15.3349
BUY 5,000 12/12/2005 15.5046
SELL 5,000 12/12/2005 15.5193
BUY 3,100 12/12/2005 15.4439
BUY 10,200 01/03/2006 14.0198
BUY 3,500 01/26/2006 14.2964
BUY 44,900 01/27/2006 14.4059
BUY 7,200 01/30/2006 14.3489
BUY 29,500 01/30/2006 14.3675
BUY 5,000 01/31/2006 14.3020
BUY 56,300 01/31/2006 14.2840
BUY 43,700 02/01/2006 14.3173
16
Transaction Quantity Date Price ($)
------------------ ----------------- -------------------- ------------------
BUY 9,500 02/02/2006 14.2738
BUY 14,800 02/06/2006 14.1980
BUY 3,100 02/07/2006 14.1797
BUY 55,000 02/08/2006 14.1366
BUY 23,100 02/09/2006 14.2121
BUY 31,200 02/10/2006 14.1590
BUY 30,900 02/13/2006 14.1787
BUY 30,900 02/14/2006 14.2373
BUY 19,600 02/15/2006 14.3044
BUY 30,800 02/16/2006 14.3818
BUY 28,100 02/17/2006 14.4256
BUY 7,800 02/21/2006 14.4672
BUY 62,500 02/22/2006 14.5263
BUY 56,200 02/23/2006 14.5659
BUY 7,400 02/24/2006 14.5574
BUY 10,600 02/24/2006 14.5524
BUY 3,500 02/27/2006 14.5729
BUY 42,300 02/27/2006 14.5810
BUY 800 03/01/2006 14.4400
WESTERN INVESTMENT TOTAL RETURN MASTER FUND, LTD.
SELL 13,200 12/22/2004 15.6800
SELL 3,200 12/31/2004 15.4564
BUY 4,500 11/15/2005 15.0902
BUY 22,500 11/15/2005 15.0652
BUY 3,300 11/18/2005 15.1297
BUY 30,700 11/18/2005 15.1105
BUY 7,700 11/21/2005 15.1910
BUY 21,500 11/21/2005 15.1977
BUY 47,900 11/22/2005 15.2399
BUY 4,900 01/04/2006 14.0220
WESTERN INVESTMENT INSTITUTIONAL PARTNERS LLC
BUY 3,500 11/05/2004 15.0079
BUY 4,400 11/08/2004 15.0010
BUY 4,200 11/10/2004 15.0026
BUY 8,200 11/11/2004 15.0546
BUY 10,000 11/12/2004 15.2347
BUY 3,600 11/18/2004 15.1231
BUY 1,800 11/22/2004 15.0566
BUY 2,200 11/23/2004 15.0575
BUY 13,200 12/22/2004 15.6800
17
Transaction Quantity Date Price ($)
------------------ ----------------- -------------------- ------------------
SELL 21,400 12/31/2004 15.4506
SELL 37,900 12/31/2004 15.4509
BUY 1,800 02/16/2005 14.7600
BUY 1,800 02/25/2005 14.6380
BUY 1,200 03/07/2005 14.8744
BUY 800 03/08/2005 14.8700
BUY 1,000 03/22/2005 14.3400
BUY 5,000 03/22/2005 14.4800
BUY 1,000 03/23/2005 14.2800
BUY 2,800 03/24/2005 14.2400
BUY 1,000 03/28/2005 14.2200
BUY 3,000 03/31/2005 14.2900
BUY 500 04/01/2005 14.3980
BUY 1,000 04/05/2005 14.2700
BUY 4,300 04/06/2005 14.3848
BUY 7,400 04/07/2005 14.4130
BUY 2,900 04/22/2005 14.1179
BUY 7,000 05/10/2005 14.4500
BUY 5,000 05/11/2005 14.3500
BUY 4,000 05/11/2005 14.3700
BUY 2,000 05/17/2005 14.3600
BUY 900 05/31/2005 14.6000
BUY 500 06/08/2005 14.6200
BUY 1,800 06/14/2005 14.6611
BUY 1,150 07/25/2005 15.0600
BUY 2,700 08/02/2005 15.1649
BUY 1,000 08/03/2005 15.1990
SELL 61,550 11/28/2005 15.2300
BENCHMARK PLUS PARTNERS, L.L.C.
BUY 2,700 08/11/2005 15.0082
BUY 1,600 08/17/2005 14.9187
BUY 7,300 08/18/2005 14.8649
BUY 22,800 08/24/2005 14.8988
BUY 1,500 08/26/2005 14.8000
BUY 2,300 09/01/2005 14.8639
BUY 8,500 09/02/2005 14.9183
BUY 3,200 09/06/2005 15.0538
BUY 1,800 09/07/2005 15.0784
BUY 1,900 09/08/2005 15.0270
BUY 7,200 09/09/2005 15.0672
BUY 700 09/12/2005 15.0800
BUY 2,700 09/13/2005 15.0150
18
Transaction Quantity Date Price ($)
------------------ ----------------- -------------------- ------------------
BUY 2,800 09/14/2005 15.0120
BUY 7,500 09/15/2005 14.9593
BUY 7,500 09/16/2005 15.0117
BUY 4,600 09/19/2005 15.0312
BUY 2,900 09/20/2005 14.9950
BUY 900 09/21/2005 14.8200
BUY 4,900 09/23/2005 14.7289
BUY 14,100 09/26/2005 14.7718
BUY 9,000 09/27/2005 14.7278
BUY 5,000 09/28/2005 14.7736
BUY 18,800 09/29/2005 14.8024
BUY 4,300 09/30/2005 14.8791
BUY 11,400 10/03/2005 14.8815
BUY 3,900 10/04/2005 14.9148
BUY 4,900 11/28/2005 15.3016
BUY 33,600 12/06/2005 15.4380
BUY 16,800 12/14/2005 15.5710
BUY 10,000 12/15/2005 15.6000
BUY 15,000 12/19/2005 13.9237
BUY 15,900 12/20/2005 13.8789
BUY 44,700 12/22/2005 13.9216
BUY 38,600 12/23/2005 13.9458
BUY 10,000 02/24/2006 14.5574
BUY 11,000 02/27/2006 14.5810
BUY 19,300 02/28/2006 14.4738
BUY 4,900 03/06/2006 14.3557
BUY 3,500 03/07/2006 14.3000
BUY 4,900 03/08/2006 14.3306
BUY 5,500 03/09/2006 14.3435
BUY 11,600 03/10/2006 14.4103
BUY 6,500 03/13/2006 14.4392
BUY 10,100 03/14/2006 14.5647
BUY 14,600 03/15/2006 14.5917
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
BUY 14,700 08/11/2005 15.0082
BUY 29,500 08/12/2005 14.9681
BUY 27,700 08/15/2005 15.0278
BUY 15,300 08/16/2005 15.0041
BUY 4,700 08/17/2005 14.9187
BUY 4,400 08/19/2005 14.8952
BUY 35,100 08/22/2005 14.9075
BUY 34,100 08/23/2005 14.9085
19
Transaction Quantity Date Price ($)
------------------ ----------------- -------------------- ------------------
BUY 21,400 08/25/2005 14.8486
BUY 6,200 08/29/2005 14.8031
BUY 12,100 08/30/2005 14.7507
BUY 22,000 08/31/2005 14.8283
BUY 9,100 09/01/2005 14.8639
BUY 33,900 09/02/2005 14.9183
BUY 12,800 09/06/2005 15.0538
BUY 7,100 09/07/2005 15.0784
BUY 7,700 09/08/2005 15.0270
BUY 7,200 09/09/2005 15.0672
BUY 10,900 09/13/2005 15.0150
BUY 7,300 09/14/2005 15.0120
BUY 19,200 09/15/2005 14.9593
BUY 19,300 09/16/2005 15.0117
BUY 11,700 09/19/2005 15.0312
BUY 7,600 09/20/2005 14.9950
BUY 2,500 09/21/2005 14.8200
BUY 12,600 09/23/2005 14.7289
BUY 36,100 09/26/2005 14.7718
BUY 23,300 09/27/2005 14.7278
BUY 12,700 09/28/2005 14.7736
BUY 48,400 09/29/2005 14.8024
BUY 10,900 09/30/2005 14.8791
BUY 29,300 10/03/2005 14.8815
BUY 10,000 10/04/2005 14.9148
BUY 4,300 11/23/2005 15.2323
BUY 3,300 11/25/2005 15.2879
BUY 45,500 12/07/2005 15.3289
BUY 40,600 12/08/2005 15.3110
BUY 1,300 12/13/2005 15.5154
BUY 16,800 12/14/2005 15.5710
BUY 10,100 12/15/2005 15.6000
BUY 17,500 12/19/2005 13.9236
BUY 15,900 12/20/2005 13.8789
ARTHUR D. LIPSON
BUY 1,000 12/20/2005 15.4200
20
EXHIBIT A
CONSENTS OF NOMINEES
21
ARTHUR D. LIPSON
C/O WESTERN INVESTMENT LLC
2855 E. COTTONWOOD PARKWAY, SUITE 110
SALT LAKE CITY, UTAH 84121
June 27, 2006
First Trust Value Line(R) Dividend Fund
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being
named as a nominee in the notice provided by Arthur D. Lipson of his intention
to nominate the undersigned as a Trustee of First Trust Value Line(R) Dividend
Fund ("First Trust") at the 2006 annual meeting of shareholders, or any other
meeting of shareholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the "Annual Meeting"),
(ii) being named as a nominee in any proxy statement filed by Mr. Lipson and/or
his affiliates in connection with the solicitation of proxies or written
consents for election of the undersigned at the Annual Meeting, and (iii)
serving as a Trustee of First Trust if elected at the Annual Meeting.
Very truly yours,
/s/ Arthur D. Lipson
Arthur D. Lipson
22
>
MATTHEW S. CROUSE
C/O WESTERN INVESTMENT LLC
2855 E. COTTONWOOD PARKWAY, SUITE 110
SALT LAKE CITY, UTAH 84121
June 27, 2006
First Trust Value Line(R) Dividend Fund
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being
named as a nominee in the notice provided by Arthur D. Lipson of his intention
to nominate the undersigned as a Trustee of First Trust Value Line(R) Dividend
Fund ("First Trust") at the 2006 annual meeting of shareholders, or any other
meeting of shareholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the "Annual Meeting"),
(ii) being named as a nominee in any proxy statement filed by Mr. Lipson and/or
his affiliates in connection with the solicitation of proxies or written
consents for election of the undersigned at the Annual Meeting, and (iii)
serving as a Trustee of First Trust if elected at the Annual Meeting.
Very truly yours,
/s/ Matthew S. Crouse
Matthew S. Crouse
23
JAMES R. MERCHANT
BENCHMARK PLUS MANAGEMENT, L.L.C.
820 A STREET, SUITE 700
TACOMA, WASHINGTON 98402
June 27, 2006
First Trust Value Line(R) Dividend Fund
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being
named as a nominee in the notice provided by Arthur D. Lipson of his intention
to nominate the undersigned as a Trustee of First Trust Value Line(R) Dividend
Fund ("First Trust") at the 2006 annual meeting of shareholders, or any other
meeting of shareholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the "Annual Meeting"),
(ii) being named as a nominee in any proxy statement filed by Mr. Lipson and/or
his affiliates in connection with the solicitation of proxies or written
consents for election of the undersigned at the Annual Meeting, and (iii)
serving as a Trustee of First Trust if elected at the Annual Meeting.
Very truly yours,
/s/ James R. Merchant
James R. Merchant
24
ROBERT FERGUSON
BENCHMARK PLUS MANAGEMENT, L.L.C.
820 A STREET, SUITE 700
TACOMA, WASHINGTON 98402
June 27, 2006
First Trust Value Line(R) Dividend Fund
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being
named as a nominee in the notice provided by Arthur D. Lipson of his intention
to nominate the undersigned as a Trustee of First Trust Value Line(R) Dividend
Fund ("First Trust") at the 2006 annual meeting of shareholders, or any other
meeting of shareholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the "Annual Meeting"),
(ii) being named as a nominee in any proxy statement filed by Mr. Lipson and/or
his affiliates in connection with the solicitation of proxies or written
consents for election of the undersigned at the Annual Meeting, and (iii)
serving as a Trustee of First Trust if elected at the Annual Meeting.
Very truly yours,
/s/ Robert Ferguson
Robert Ferguson
25
PHILIP COOPER
55 OLD BEDFORD ROAD
LINCOLN, MASSACHUSETTS 01773
June 27, 2006
First Trust Value Line(R) Dividend Fund
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being
named as a nominee in the notice provided by Arthur D. Lipson of his intention
to nominate the undersigned as a Trustee of First Trust Value Line(R) Dividend
Fund ("First Trust") at the 2006 annual meeting of shareholders, or any other
meeting of shareholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the "Annual Meeting"),
(ii) being named as a nominee in any proxy statement filed by Mr. Lipson and/or
his affiliates in connection with the solicitation of proxies or written
consents for election of the undersigned at the Annual Meeting, and (iii)
serving as a Trustee of First Trust if elected at the Annual Meeting.
Very truly yours,
/s/ Philip Cooper
Philip Cooper
26
EXHIBIT B
BROKERAGE REPORTS
27
EXHIBIT C
SCHEDULE 13D, AS AMENDED
28
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Western Investment LLC ("WILLC"), together with the other Participants (as
defined below) named herein, intends to make a preliminary filing with the
Securities and Exchange Commission ("SEC") of a proxy statement and an
accompanying proxy card to be used to solicit votes for the election as Trustees
of a slate of nominees at the 2006 annual meeting of shareholders of First Trust
Value Line(R) Dividend Fund, a Massachusetts business trust (the "First Trust").
WILLC STRONGLY ADVISES ALL SHAREHOLDERS OF FIRST TRUST TO READ THE PROXY
STATEMENT AND OTHER PROXY MATERIALS 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 WILLC AT THE FOLLOWING
NUMBER: (801) 942-6150.
The participants in the proxy solicitation are anticipated to be WILLC, Arthur
D. Lipson, Western Investment Hedged Partners LP ("WIHP"), Western Investment
Total Return Master Fund Ltd. ("WITR"), Western Investment Activism Partners LLC
("WIAP"), Benchmark Plus Institutional Partners, L.L.C. ("BPIP"), Benchmark Plus
Partners, L.L.C. ("BPP"), Benchmark Plus Management, L.L.C. ("BPM"), Paradigm
Partners, N.W., Inc. ("PPNW"), Scott Franzblau, Robert Ferguson, Michael
Dunmire, Matthew S. Crouse, James R. Merchant and Philip Cooper (together, the
"Participants"). As of the close of business on June 27, 2006, WIHP, WITR, WIAP,
BPIP and BPP beneficially owned 909,010, 143,000, 947,565, 722,100 and 443,200
shares of common stock of First Trust (the "Shares"), respectively, representing
2.8%, 0.4%, 2.9%, 2.2% and 1.4%, respectively, of the Shares outstanding. WILLC
beneficially owned 1,999,575 Shares, constituting approximately 6.2% of the
Shares outstanding. Mr. Lipson beneficially owned 2,000,575 Shares, constituting
approximately 6.2% of the Shares outstanding. Mr. Franzblau beneficially owned
722,100 Shares, constituting approximately 2.2% of the Shares outstanding.
Messrs. Ferguson and Dunmire beneficially owned 1,165,300 Shares, constituting
approximately 3.6% of the Shares outstanding.
29
As the general partner, managing member or investment manager, as the case may
be, of WIHP, WITR and WIAP, WILLC may be deemed to beneficially own the
1,999,575 Shares beneficially owned in the aggregate by WIHP, WITR and WIAP. As
the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the
1,999,575 Shares beneficially owned by WILLC. As the managing member of BPIP,
BPM may be deemed to beneficially own the 722,100 Shares beneficially owned by
BPIP. As the managing members of BPM, Messrs. Franzblau, Ferguson and Dunmire
may be deemed to beneficially own the 722,100 Shares owned by BPM. As the
managing member of BPP, PPNW may be deemed to beneficially own the 443,200
Shares beneficially owned by BPP. As the sole officers and directors of PPNW,
Messrs. Ferguson and Dunmire may be deemed to beneficially own the 443,200
Shares beneficially owned by PPNW.
Currently, none of Messrs. Crouse, Merchant or Cooper beneficially owns any
Shares.
# # #