|
OMB
APPROVAL
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|
OMB
Number: 3235-0145
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Expires: February
28, 2009
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Estimated
average burden
Hours
per
response 14.5
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CUSIP
No.
72388R101
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1 Name
of Reporting Persons
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I.R.S.
Identification Nos. of
above persons (entities only)
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Bulldog
Investors General
Partnership
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56-2585535
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2 Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a) [ ]
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(b) [X]
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3 SEC
Use Only
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4 Source
of Funds (See Instructions)
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WC
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5 Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e)[ ]
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6 Citizenship
or Place of Organization
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New
York
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Number
of 7 Sole
Voting
Power 2,368,652
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Shares
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Beneficially 8 Shared
Voting
Power 0
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Owned
by
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Each 9 Sole
Dispositive
Power 2,368,652
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Reporting
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Person
With:
10 Shared
Dispositive
Power
0
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11 Aggregate
Amount Beneficially Owned by Each Reporting
Person
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2,368,652
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12 Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
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13 Percent
of Class Represented by Amount in Row (11)
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8.3%
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14 Type
of Reporting Person (See Instructions)
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PN
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This
Amendment No. 1 amends the Schedule 13D filed September 7, 2007 (the
“Schedule 13D”), and is filed by Bulldog Investors General Partnership
(the “Reporting Person”), with respect to the Common Stock of
PBF. Capitalized terms used herein but not defined herein shall
have the meanings attributed to them in the Schedule
13D.
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Item
1 Security
and Issuer
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The
class of equity to which this statement relates is the common stock,
no
par value per share (the “Common Stock”), of Pioneer Tax Advantaged
Balanced Trust (“PBF”), which has its principal offices at 60 State
Street, Boston, MA 02109.
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Item
2 Identity
and Background
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The
Reporting Person is a New York general partnership whose principal
business is investing. The general partners (the “General
Partners”) of the Reporting Person and their states of organization are:
Opportunity Partners L.P. (Ohio), Full Value Partners L.P. (Delaware),
Opportunity Income Plus Fund L.P. (Delaware), Kimball & Winthrop, Inc.
(Ohio), Steady Gain Partners L.P. (Delaware), Mercury Partners L.P.
(California), and Calapasas Investment Partners L.P.
(California). Each of the General Partners is a private
investment partnership except for Kimball & Winthrop, Inc. (“Kimball
& Winthrop”), which is an investment advisory firm. The
principal office address of the Reporting Person and each of the
General
Partners except Steady Gain Partners L.P., Mercury Partners L.P.,
and
Calapasas Investment Partners L.P. is Park 80 West, Plaza Two, Suite
750,
Saddle Brook, NJ 07663. The business addresses of Steady Gain
Partners L.P., Mercury Partners L.P. (and its general partner), and
Calapasas Investment Partners L.P. (and its general partner) are
respectively: 10 Wenwood Drive, Brookville, NY 11545, 2308 Camino
Robledo,
Carlsbad, CA 92009, and 12237 Sunset Parkway, Los Angeles, CA 90064,
(310)
399-1807.
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|
The
general partner of Opportunity Partners L.P. is Kimball & Winthrop,
Inc., which is controlled by Phillip Goldstein (president and director)
and Steve Samuels (vice president and director). The general
partner of Full Value Partners L.P. is Full Value Advisors L.L.C.,
a New
Jersey limited liability company, which is controlled by Phillip
Goldstein, Steve Samuels and Andrew Dakos. The general partner
of Opportunity Income Plus Fund L.P. is SPAR Advisors L.L.C., a New
York
limited liability company, which is controlled by Phillip Goldstein,
Steve
Samuels, Andrew Dakos and Rajeev Das. The business
address of Full Value Advisors L.L.C., SPAR Advisors L.L.C., Phillip
Goldstein, Steve Samuels, Andrew Dakos and Rajeev Das is Park 80
West,
Plaza Two, Suite 750, Saddle Brook, NJ 07663.
|
|
The
general partner of Steady Gain Partners L.P. is BJS LLC, a New York
limited liability company, which is controlled by Barry
Swidler.
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The
general partner of Mercury Partners L.P. is GSG Capital Advisors
LLC, a
California limited liability company, which is controlled by Glenn
Goodstein.
|
| The general partner of Calapasas Investment Partners L.P. is Klein, Bogakos and Robertson, Cpas Inc ("KBR"), a California corporation, which is controlled by Jeff Robertson. |
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The
citizenship, principal business address, present principal occupation
or
employment, and material occupations, positions, offices or employments
(and the principal business and address of any corporation or organization
in which such employment is conducted) of each of the above named
natural
persons (collectively with the entities controlling each General
Partner,
the “Other Persons”) are as follows:
|
|
· Phillip
Goldstein is a U.S. citizen with a business address of Park 80
West, Plaza Two, Suite 750, Saddle Brook, NJ 07663. Mr.
Goldstein is an investment advisor and a
principal
of the general partner of three investment partnerships in the Bulldog
Investors group of funds: Opportunity Partners L.P., Opportunity
Income
Plus Fund L.P., and Full Value Partners L.P. He has been a
director of the Mexico Income and Equity Fund since 2000, Brantley
Capital
Corporation since 2001, the Emerging Markets Telecommunications Fund
since
2005 and the First Israel Fund since 2005.
|
|
· Steve
Samuels is a U.S. citizen with a business address of Park 80 West,
Plaza
Two, Suite 750, Saddle Brook, NJ 07663. Mr. Samuels is a
principal of the general partner of
three investment partnerships in the Bulldog Investors group of funds:
Opportunity Partners L.P., Opportunity Income Plus Fund L.P., and
Full
Value Partners L.P.
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|
· Andrew
Dakos is a U.S. citizen with a business address of Park 80 West,
Plaza
Two, Suite 750, Saddle Brook, NJ 07663. Mr. Dakos is an
investment advisor and a principal of
the general partner of three investment partnerships in the Bulldog
Investors group of funds: Opportunity Partners L.P., Opportunity
Income
Plus Fund L.P., and Full Value
Partners L.P. and President of Elmhurst Capital, Inc. an investment
advisory firm. He has been a director of the Mexico Income and
Equity Fund since 2001.
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|
· Rajeev
Das is a citizen of India with a business address of Park 80 West,
Plaza
Two, Suite 750, Saddle Brook, NJ 07663. Mr. Das is the chief
financial officer and a senior
analyst for Kimball & Winthrop, Inc., the general partner and
investment advisor for Opportunity Partners L.P. and is a principal
of the
general partner and investment advisor
to Opportunity Income Plus Fund L.P., an investment partnership in
the
Bulldog Investors group of funds. He has been a director of the
Mexico Income and Equity Fund
since 2001.
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|
· Barry
Swidler is a U.S. citizen with a business address of 301 Norman Avenue,
Brooklyn, NY, 11222. Mr. Swidler is the Managing Member of BJS
Management LLC, the
general partner of Steady Gain Partners, L.P.
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|
· Glenn
Goodstein is a U.S. citizen with a business address of 2308 Camino
Robledo, Carlsbad, CA 92009. Mr. Goodstein is a registered
investment advisor and managing
member of the general partner of Mercury Partners LP, an investment
partnership. He is a director of Mexico Equity and Income
Fund.
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|
· Jeff
Robertson is a U.S. citizen with a business address of 12237 Sunset
Parkway, Los Angeles, Ca 90064. Mr. Robertson is the managing
partner of KBR, the general partner
of
Calapasas Investment Partners LP.
|
|
During
the past five years none of the Reporting Person or Other Persons
has been
convicted in a criminal proceeding (excluding traffic violations
or
similar misdemeanors).
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During
the past five years, none of the Reporting Person or Other Persons
was a
party to any civil proceeding of a judicial or administrative body
of
competent jurisdiction and as a result of such proceeding was or
is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state
securities laws, or finding any violation with respect to such laws,
except as follows: In January 2007, the Massachusetts
Securities Division filed a complaint against the Reporting Person
and a
number of affiliated entities and individuals
(“Defendants”). The allegations stem from a website controlled
by affiliates of the Reporting Person and material sent via email
to an
individual requesting information on such website. The
Massachusetts Securities Division alleges that the provision of
information on the website and via email constitutes an unregistered
public offering of securities in violation of Massachusetts
law. The Defendants have answered these allegations and
asserted that they have not violated Massachusetts law because they
have
not solicited investors over their website or via email and that
the
materials provided on their website and via email do not constitute
a
public offering and, in any event, are protected speech under the
First
Amendment. The Defendants have also sued the Massachusetts
Securities Division in Massachusetts Superior Court alleging violation
of
their First Amendment rights and have requested an injunction to
prevent
the Massachusetts Securities Division from pursuing enforcement
proceedings against the Defendants. On July 25, 2007, the
presiding officer of the Massachusetts Securities Division ruled
that BIGP
violated the securities laws by furnishing information about BIGP
to a
non-accredited investor via the website and email. On October
17, 2007, the Acting Director of the Massachusetts Securities Division
issued a final order adopting the presiding officer’s recommended findings
of fact and conclusions of law. The case will now be heard by
the Massachusetts Superior Court.
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No
single partner, person or entity controls the Reporting Person within
the
meaning of section 2(a)(9) of the Investment Company Act of 1940,
as
amended. The General Partners have agreed that no substantive
or material action may be taken by the Reporting Person without the
unanimous approval of the General Partners and each General Partner
has an
equal vote with regard to all such actions. Phillip Goldstein
and Andrew Dakos have been delegated as agents of the Reporting Person
to
purchase, sell and vote securities on behalf of the Reporting
Person.
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Item
3 Source
and Amount of Funds or Other Consideration
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The
Reporting Person or its constituent partners acquired the 706,650
additional shares of Common Stock reported on this Amendment No.
1 with
its/their investment capital. Such shares were acquired for
total consideration of approximately $10,127,569 in open market
transactions as listed in Item 5 below. Such amount includes
commissions incurred in making the investments. Shares acquired
by the constituent partners were subsequently contributed to the
Reporting
Person.
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Item
4 Purpose
of Transaction
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All
of the shares of Common Stock reported herein were acquired for investment
purposes. The Reporting Person reviews on a continuing basis
the investment in PBF. Based on such review and depending on the
price and
availability of PBF’s securities, the Reporting Person and its affiliates
may acquire, or cause to be acquired, additional securities of PBF,
in the
open market or otherwise, dispose of, or cause to be disposed of,
securities of PBF, in the open market or otherwise, at any time,
or
formulate other purposes, plans or proposals regarding PBF or any
of its
securities, to the extent deemed advisable in light of general investment
and trading policies of the Reporting Person, its affiliates, PBF’s
business, financial condition and operating results, general market
and
industry conditions or other factors.
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|
|
On
August 17, 2007, one of the General Partners, Full Value Partners
L.P.
submitted a shareholder proposal for inclusion in PBF’s proxy statement
for the next annual meeting of shareholders (see Exhibit 2 filed
with the
Schedule 13D filed on September 7, 2007).
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As
part of the ongoing evaluation of this investment and investment
alternatives, the Reporting Person and its affiliates may consider
any or
all of the following: (a) the acquisition by any person of additional
securities of PBF, or the disposition of securities of PBF; (b) an
extraordinary corporate transaction, such as a merger, reorganization
or
liquidation, involving PBF or any of its subsidiaries; (c) a sale
or
transfer of a material amount of assets of PBF or any of its subsidiaries;
(d) any change in the present board of trustees or management of
PBF,
including any plans or proposals to change the number or term of
trustees
or to fill any existing vacancies on the board of trustees; (e) any
material change in the present capitalization or dividend policy
of PBF;
(f) any other material change in PBF’s business or corporate structure;
(g) changes in PBF’s charter or bylaws or other actions which may impede
the acquisition of control of PBF by any person; (h) causing a class
of
securities of PBF to be delisted from a national securities exchange
or to
cease to be authorized to be quoted in an inter-dealer quotation
system of
a registered national securities association; (i) causing a class
of
equity securities of PBF to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange
Act
of 1934, as amended; or (j) any action similar to any of those enumerated
above.
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|
In
addition, from time to time, the Reporting Person and its affiliates
may
hold discussions with PBF regarding the matters described in subparagraphs
(a) through (j) above, as well as in the letters and shareholder
proposal
described above.
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Item
5 Interest
in Securities of the Issuer
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(a)-(b) The
responses of the Reporting Person to Rows (11) through (13) of the
cover
pages of this Amendment No. 1 are incorporated herein by
reference. As of October 30, 2007, the Reporting Person is the
beneficial owner of an aggregate of 2,368,652 shares of Common
Stock. Such shares constitute approximately 8.3% of the issued
and outstanding shares of the Common Stock (based upon the 28,706,981
shares of the Common Stock stated to be issued and outstanding by
PBF in
its latest Form N-CSR which was filed on July 30, 2007). The
Reporting Person has the sole power to vote or direct the vote of
such
shares or to dispose or direct the disposition of such
shares. Mr. Phillip Goldstein and Mr. Andrew Dakos have been
delegated as agents of the Reporting Person to purchase, sell and
vote
securities on behalf of the Reporting Person.
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|
As
of October 30, 2007, Phillip Goldstein and his wife jointly beneficially
own 62,700 shares of common stock. Each of Mr. Goldstein and
his wife has the sole power to vote or direct the vote of such shares
or
to dispose or direct the disposition of the shares of Common Stock
owned
by them. As of October 30, 2007, Mr. Goldstein also manages the
accounts of various other family members and friends that beneficially
own, in the aggregate, 30,200 Shares, with each such person having
the
sole power to vote or direct the vote of the shares beneficially
owned by
such person. Mr. Goldstein has the power to dispose or direct
the disposition of such Shares. Collectively, such shares owned
or managed by Mr. Goldstein constitute less than 1% of the issued
and
outstanding shares of the Common Stock (based upon the 28,706,981
shares
of the Common Stock stated to be issued and outstanding by PBF in
its
latest Form N-CSR which was filed on July 30, 2007).
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As
of October 30, 2007, Kimball & Winthrop manage discretionary accounts
of third parties which contain, in the aggregate, 34,200 shares of
Common
Stock, which constitute less than 1% of the issued and outstanding
shares
of the Common Stock (based upon the 28,706,981 shares of the Common
Stock
stated to be issued and outstanding by PBF in its latest Form N-CSR
which
was filed on July 30, 2007). Kimball & Winthrop has no
power to vote or direct the vote of such shares of Common Stock but
has
the sole power to dispose or direct the disposition of such
shares.
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|
|
As
of October 30, 2007, Rajeev Das is the beneficial owner of an aggregate
of
205 shares of Common Stock. Such shares constitute less than 1%
of the issued and outstanding shares of the Common Stock (based upon
the
28,706,981 shares of the Common Stock stated to be issued and outstanding
by PBF in its latest Form N-CSR which was filed on July 30,
2007). Mr. Das has the sole power to vote or direct the vote of
such shares or to dispose or direct the disposition of such
shares.
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(c) During
the past 60 days, the Reporting Person, its constituent partners
and the persons named above have made the following purchases and
sales of Common Stock on the open market (each of which were effected
by such person):
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|
Party
|
Transaction
Type
|
Number
of Shares Purchased /Sold
|
Price
Per Share
|
Transaction
Date
|
|
Kimball
& Winthrop, Inc.
|
Purchase
|
5,000
|
$14.23
|
9/12/2007
|
|
Kimball
& Winthrop, Inc.
|
Purchase
|
1,100
|
$14.23
|
9/12/2007
|
|
Opportunity
Partners LP
|
Purchase
|
66,000
|
$14.20
|
9/13/2007
|
|
Calapasas
Investment Partners LP
|
Purchase
|
19,600
|
$14.20
|
9/13/2007
|
|
Opportunity
Income Plus Fund LP
|
Purchase
|
9,500
|
$14.20
|
9/13/2007
|
|
Mercury
Partners LP
|
Purchase
|
19,600
|
$14.20
|
9/13/2007
|
|
Steady
Gain Partners LP
|
Purchase
|
17,000
|
$14.20
|
9/13/2007
|
|
Full
Value Partners LP
|
Purchase
|
93,000
|
$14.20
|
9/13/2007
|
|
Kimball
& Winthrop, Inc.
|
Purchase
|
3,000
|
$14.11
|
9/14/2007
|
|
Opportunity
Partners LP
|
Purchase
|
4,000
|
$14.10
|
9/14/2007
|
|
Calapasas
Investment Partners LP
|
Purchase
|
1,200
|
$14.10
|
9/14/2007
|
|
Opportunity
Income Plus Fund LP
|
Purchase
|
1,200
|
$14.10
|
9/14/2007
|
|
Mercury
Partners LP
|
Purchase
|
1,200
|
$14.10
|
9/14/2007
|
|
Steady
Gain Partners LP
|
Purchase
|
1,000
|
$14.10
|
9/14/2007
|
|
Full
Value Partners LP
|
Purchase
|
5,500
|
$14.10
|
9/14/2007
|
|
Opportunity
Partners LP
|
Purchase
|
2,400
|
$14.19
|
9/19/2007
|
|
Calapasas
Investment Partners LP
|
Purchase
|
760
|
$14.19
|
9/19/2007
|
|
Opportunity
Income Plus Fund LP
|
Purchase
|
500
|
$14.19
|
9/19/2007
|
|
Mercury
Partners LP
|
Purchase
|
760
|
$14.19
|
9/19/2007
|
|
Steady
Gain Partners LP
|
Purchase
|
680
|
$14.19
|
9/19/2007
|
|
Full
Value Partners LP
|
Purchase
|
3,600
|
$14.19
|
9/19/2007
|
|
Opportunity
Partners LP
|
Purchase
|
1,500
|
$14.18
|
9/25/2007
|
|
Calapasas
Investment Partners LP
|
Purchase
|
450
|
$14.18
|
9/25/2007
|
|
Mercury
Partners LP
|
Purchase
|
450
|
$14.18
|
9/25/2007
|
|
Steady
Gain Partners LP
|
Purchase
|
500
|
$14.18
|
9/25/2007
|
|
Full
Value Partners LP
|
Purchase
|
2,100
|
$14.18
|
9/25/2007
|
|
Opportunity
Partners LP
|
Purchase
|
2,500
|
$14.23
|
9/26/2007
|
|
Calapasas
Investment Partners LP
|
Purchase
|
750
|
$14.23
|
9/26/2007
|
|
Steady
Gain Partners LP
|
Purchase
|
650
|
$14.23
|
9/26/2007
|
|
Full
Value Partners LP
|
Purchase
|
80,000
|
$14.29
|
9/27/2007
|
|
Opportunity
Partners LP
|
Purchase
|
2,400
|
$14.39
|
10/2/2007
|
|
Opportunity
Income Plus Fund LP
|
Purchase
|
700
|
$14.39
|
10/2/2007
|
|
Mercury
Partners LP
|
Purchase
|
729
|
$14.39
|
10/2/2007
|
|
Steady
Gain Partners LP
|
Purchase
|
700
|
$14.39
|
10/2/2007
|
|
Kimball
& Winthrop, Inc.
|
Purchase
|
300
|
$14.31
|
10/3/2007
|
|
Opportunity
Income Plus Fund LP
|
Purchase
|
3,100
|
$14.45
|
10/5/2007
|
|
Opportunity
Partners LP
|
Purchase
|
2,500
|
$14.47
|
10/9/2007
|
|
Calapasas
Investment Partners LP
|
Purchase
|
800
|
$14.47
|
10/9/2007
|
|
Opportunity
Income Plus Fund LP
|
Purchase
|
600
|
$14.47
|
10/9/2007
|
|
Mercury
Partners LP
|
Purchase
|
700
|
$14.47
|
10/9/2007
|
|
Steady
Gain Partners LP
|
Purchase
|
700
|
$14.47
|
10/9/2007
|
|
Full
Value Partners LP
|
Purchase
|
3,600
|
$14.47
|
10/9/2007
|
|
Opportunity
Partners LP
|
Purchase
|
30,000
|
$14.49
|
10/10/2007
|
|
Calapasas
Investment Partners LP
|
Purchase
|
8,800
|
$14.49
|
10/10/2007
|
|
Opportunity
Income Plus Fund LP
|
Purchase
|
8,600
|
$14.49
|
10/10/2007
|
|
Mercury
Partners LP
|
Purchase
|
8,800
|
$14.49
|
10/10/2007
|
|
Steady
Gain Partners LP
|
Purchase
|
7,600
|
$14.49
|
10/10/2007
|
|
Full
Value Partners LP
|
Purchase
|
41,000
|
$14.49
|
10/10/2007
|
|
Opportunity
Partners LP
|
Purchase
|
4,700
|
$14.30
|
10/12/2007
|
|
Calapasas
Investment Partners LP
|
Purchase
|
1,450
|
$14.30
|
10/12/2007
|
|
Opportunity
Income Plus Fund LP
|
Purchase
|
900
|
$14.30
|
10/12/2007
|
|
Mercury
Partners LP
|
Purchase
|
1,450
|
$14.30
|
10/12/2007
|
|
Steady
Gain Partners LP
|
Purchase
|
1,356
|
$14.30
|
10/12/2007
|
|
Full
Value Partners LP
|
Purchase
|
6,900
|
$14.30
|
10/12/2007
|
|
Steady
Gain Partners LP
|
Purchase
|
1,165
|
$14.32
|
10/16/2007
|
|
Reporting
Person
|
Purchase
|
281,000
|
$14.38
|
10/16/2007
|
|
Reporting
Person
|
Purchase
|
18,800
|
$14.29
|
10/22/2007
|
|
Kimball
& Winthrop, Inc.
|
Purchase
|
1,000
|
$14.27
|
10/22/2007
|
|
Kimball
& Winthrop, Inc.
|
Purchase
|
2,000
|
$14.27
|
10/22/2007
|
|
Reporting
Person
|
Purchase
|
24,700
|
$14.30
|
10/23/2007
|
|
Reporting
Person
|
Purchase
|
52,200
|
$14.24
|
10/25/2007
|
|
Reporting
Person
|
Purchase
|
33,100
|
$14.35
|
10/26/2007
|
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
|
| None. |
| Item 7. | Material to be Filed as Exhibits. |
| None. |
|
Dated: October
30, 2007
|
|
|
BULLDOG
INVESTORS GENERAL PARTNERSHIP
|
|
|
By: KIMBALL
& WINTHROP, INC., general partner
|
|
| By: /s/ Phillip Goldstein | |
|
Name: Phillip
Goldstein
|
|
|
Title: President
|
|