-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WzJTEtBaAUgTAwU6Q/pn2mdxRQ+gEZTWELp6OZDtuL2RqbPCg13SxasovKVcDzBU Hdc13bkuPVFv+Vx7x93/Xg== 0001411686-07-000083.txt : 20071126 0001411686-07-000083.hdr.sgml : 20071126 20071126170014 ACCESSION NUMBER: 0001411686-07-000083 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071126 DATE AS OF CHANGE: 20071126 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER MUNICIPAL & EQUITY INCOME TRUST CENTRAL INDEX KEY: 0001267150 IRS NUMBER: 510492660 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81809 FILM NUMBER: 071266906 BUSINESS ADDRESS: STREET 1: 60 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617 742 7825 MAIL ADDRESS: STREET 1: 60 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: PIONEER TAX ADVANTAGED BALANCED TRUST DATE OF NAME CHANGE: 20031215 FORMER COMPANY: FORMER CONFORMED NAME: PIONEER TAX ADVANTAGED BALANCED FUND DATE OF NAME CHANGE: 20031017 FORMER COMPANY: FORMER CONFORMED NAME: PIONEER TAX ADVANTAGED BALANCED TRUST DATE OF NAME CHANGE: 20031015 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bulldog Investors General Partnership CENTRAL INDEX KEY: 0001364773 IRS NUMBER: 562585535 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 BUSINESS PHONE: 9147475262 MAIL ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 SC TO-T/A 1 scto-ta.htm SCHEDULETO/A FILED BY BULLDOG INVESTORS GENERAL PARTNERSHIP, ISSUER PIONEER MUNICIPAL AND EQUITY INCOME TRUST 11-26-07 scto-ta.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________

SCHEDULE TO/A
(Rule 14-d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
____________________________

Pioneer Municipal and Equity Income Trust
---------------------------------------------------------------------------------------------------------------------------------
(Name of Subject Company (Issuer))

Bulldog Investors General Partnership
------------------------------------------------------------------------------------------------------------
(Names of Filing Person (Offerer))

Common Shares of Beneficial Interest, no par value
---------------------------------------------------------------------------------------------------------------------------------
(Title of Class of Securities)

723761102
---------------------------------------------------------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)

November 26, 2007
---------------------------------------------------------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)

Bulldog Investors General Partnership
Park 80 West, Plaza Two, Suite 750
Saddle Brook, NJ 07663
Telephone: (201) 556-0092
---------------------------------------------------------------------------------------------------------------------------------
(Name, Address, and Telephone Numbers of a Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:
Stephen P. Wink, Esq.
Cahill/Wink LLP
5 Penn Plaza, 23rd Floor
New York, New York 10001
(646) 378-2105

Calculation of Filing Fee

Transaction valuation*
Amount of filing fee**
$40,566,600
$1,245.39

 
Page 1 of 6

 
* Estimated for purposes of calculating the filing fee only. This amount was determined by multiplying 3,000,000 shares of common stock of Pioneer Municipal and Equity Income Trust (“PBF”), which represents the estimated maximum number of shares of PBF common stock to be acquired in the tender offer by a price per share of $13.5222, which represents 93% of the reported net asset value per share at November 23, 2007.

** The amount of the filing fee is calculated in accordance with Rule 0-11(d) of the Securities Exchange Act and the Fee Rate Advisory #6 for Fiscal Year 2007 issued by the U.S. Securities and Exchange Commission on February 15, 2007, and is derived by multiplying the transaction valuation by 0.00003070.
 
þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

       
Amount Previously Paid:  $676.77
 
Filing Party: Bulldog Investors General Partnership
       
Form or Registration No.:  Schedule TO-T
 
Date Filed: October 31, 2007

 
o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
 
Check the appropriate boxes below to designate any transactions to which the statement relates:
 
þ third-party tender offer subject to Rule 14d-1
 
o issuer tender offer subject to Rule 13e-4
 
o going-private transaction subject to Rule 13e-3
 
o amendment to Schedule 13D under Rule 13d-2
 
Check the following box if the filing is a final amendment reporting the results of the tender offer:  o
 

 
 
Page 2 of 6

SCHEDULE TO

            This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO (as amended and supplemented, the “Schedule TO”) originally filed with the Securities and Exchange Commission on October 31, 2007, as amended and supplemented by Amendment No. 1 filed with the Securities and Exchange Commission on November 13, 2007, and as further amended by Amendment No. 2 filed with the Securities and Exchange Commission on November 19, 2007, by Bulldog Investors General Partnership, a New York general partnership (“BIGP”).  The Schedule TO relates to the offer by BIGP to purchase up to 3,000,000 of the outstanding shares (the “Shares”) of common shares of beneficial interest, no par value, of Pioneer Municipal and Equity Income Trust (formerly known as Pioneer Tax Advantaged Balanced Trust), a trust established under the laws of the State of Delaware (“PBF”), at a price per share, net to the seller in cash (subject to a $50 processing fee that BIGP will charge for processing each Letter of Transmittal, applicable withholding taxes and any brokerage fees that may apply), without interest thereon, equal to 93% of the net asset value (“NAV”) per Share determined as of the close of the regular trading session of the New York Stock Exchange, on the Expiration Date, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 30, 2007 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the “Offer”).  All capitalized terms used but not defined in this Amendment No. 3 have the meanings ascribed to them in the Schedule TO.  Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule TO.
 
            The items of the Schedule TO set forth below are hereby amended and supplemented as follows:
 
Items 1 and 4.
 
            On November 26, 2007, BIGP issued a press release announcing that it is (i) increasing the number of Shares that it is offering to purchase from 1,500,000 Shares to 3,000,000 Shares, (ii) decreasing the Offer Price from 95% of NAV per Share to 93% of NAV per Share, determined as described in the Offer to Purchase, and (iii) extending the Expiration Date from November 30, 2007 to December 14, 2007.  Certain references in the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery, Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees, and the Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees are hereby amended as follows: (x) all references to the number of Shares sought by BIGP in the Offer of “1,500,000” are hereby replaced with “3,000,000”, (y) all references to the Offer Price of “95% of NAV per Share” are hereby replaced with “93% of NAV per Share” and (z) all references to the Expiration Date of “November 30, 2007” are hereby replaced with “December 14, 2007”.
 
              Items 1 and 4 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase, are hereby further amended and supplemented as follows:
 
(1)  
The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet”, under the question entitled “WHO IS OFFERING TO PURCHASE MY SHARES?”, is hereby amended by replacing “14.58%” with “19.8%”.
 
(2)  
The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet”, under the question entitled “WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THE OFFER?”, is hereby amended by replacing “5.23%” with “10.45%”.
 
(3)  
The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet”, under the question entitled “WHAT IS THE NAV OF MY SHARES AS OF A RECENT DATE?”, is hereby amended and supplemented by adding the following sentence immediately after the first sentence of the response to such question:
 
 
 
 
 
 
Page 3 of 6

 
“The NAV as of the close of the regular trading session of the NYSE on November 23, 2007, the last trading day before BIGP publicly announced in a press release dated November 26, 2007 that it was amending the Offer Price and number of shares sought and extending the Expiration Date, was $14.54.”
 
(4)  
The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet”, under the question entitled “DOES BIGP HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT?”, is hereby amended by replacing: (i) “$14.6965” with “$14.3871” and (ii) “$22,044,750” with “$43,161,300”.
 
(5)  
The information set forth in the first paragraph of the section of the Offer to Purchase entitled “SECTION 9.  CERTAIN INFORMATION CONCERNING BIGP AND ITS AFFILIATES” is hereby amended by replacing “5.23%” with “10.45%”.
 
(6)  
The information set forth in the first paragraph of the section of the Offer to Purchase entitled “SECTION 12.  SOURCE AND AMOUNT OF FUNDS” is hereby amended by replacing: (i) “$14.6965” with “$14.3871” and (ii) “$22,044,750” with “$43,161,300”.
 
Item 12.  Exhibits
 
Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:
 

(a)(1)(J)            Press Release Issued by BIGP, dated November 26, 2007, Announcing Amendments to the Offer Price, Number of Shares Sought and the Extension of the Expiration Date.
 
 
 
 

 
Page 4 of 6

 
SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:
November 26, 2007
 
 
BULLDOG INVESTORS GENERAL PARTNERSHIP
 
 
By: KIMBALL & WINTHROP, INC.,  general partner
 
By: /s/ PHILLIP GOLDSTEIN
   
 
Name: Phillip Goldstein
 
Title: President
   
   



 
Page 5 of 6

 

INDEX TO EXHIBITS

 
EXHIBIT NO.
 
DESCRIPTION
 
(a)(1)(A)
 
Offer to Purchase, dated October 30, 2007.*
 
(a)(1)(B)
 
Letter of Transmittal.*
 
(a)(1)(C)
 
Notice of Guaranteed Delivery*
 
(a)(1)(D)
 
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.*
 
 
(a)(1)(E)
 
Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees.*
 
 
(a)(1)(F)
 
Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
 
 
(a)(1)(G)
 
Press Release Issued by BIGP, dated October 30, 2007, Announcing the
Commencement of the Offer.*
 
 
(a)(1)(H)
 
Letter, dated August 17, 2007, to PBF (Exhibit 2 to BIGP’s Schedule13D filed with the Securities and Exchange Commission on September 7, 2007 is incorporated herein by reference).*
 
 
(a)(1)(I)
 
Letter, dated November 16, 2007, to PBF (Exhibit 1 to BIGP’s Amendment No. 3 to Schedule13D filed with the Securities and Exchange Commission on November 19, 2007 is incorporated herein by reference).*
 
(a)(1)(J)
 
Press Release Issued by BIGP, dated November 26, 2007, Announcing
Amendments to the Offer Price, Number of Shares Sought and the Extension of the Expiration Date.
 



* Previously filed.
 
 

Page 6 of 6

 

 
EX-99.(A)(1)(J) 2 exhibit99.htm PRESS RELEASE ANNOUNCING AMENDMENTS TO TENDER OFFER, DATED 11-26-07 exhibit99.htm
Exhibit (a)(1)(J)
 

 
FOR IMMEDIATE RELEASE
 
For more information, contact Bulldog Investors General Partnership at (201) 556-0092
 
 
 
 BULLDOG INVESTORS GENERAL PARTNERSHIP AMENDS ITS TENDER OFFER TO PURCHASE SHARES OF COMMON STOCK OF PBF
 
November 26, 2007 – (New York) – Bulldog Investors General Partnership (“BIGP”) is amending its offer to purchase common shares of beneficial interest, no par value (the “Shares”), of Pioneer Municipal and Equity Income Trust (f/k/a Pioneer Tax Advantaged Balanced Trust) (“PBF”) and extending the Expiration Date (as defined below).
 
BIGP’s original offer was for up to 1.5 million Shares for cash (subject to a $50 processing fee that BIGP will charge for processing each Letter of Transmittal, applicable withholding taxes and any brokerage fees that may apply) at a price equal to 95% of the net asset value (“NAV”) per Share determined as of the close of the regular trading session of the NYSE on the Expiration Date, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 30, 2007 (as may be supplemented or amended from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the “Offer”).
 
The NAV as of the close of the regular trading session of the NYSE on November 23, 2007 was $14.54 per Share and the market price was $13.33 (or 91.68% of NAV).  In light of the PBF Board of Trustees’ opposition to the Offer, as well as the widening of the discount to NAV of the market price of the Shares since October 30, 2007, BIGP has determined to amend the Offer by increasing the number of Shares it is offering to purchase and decreasing the percentage of NAV it is offering to pay for the Shares.  BIGP is now offering to purchase up to 3,000,000 Shares from PBF’s shareholders at a price per Share, net to the seller in cash (subject to a $50 processing fee that BIGP will charge for processing each Letter of Transmittal, applicable withholding taxes and any brokerage fees that may apply), without interest thereon, equal to 93% of NAV per Share determined as of the close of the regular trading session of the NYSE on the Expiration Date, upon the terms and subject to the conditions set forth in the Offer to Purchase, and in the related Letter of Transmittal.  BIGP has also extended the expiration date of the Offer from November 30, 2007 to December 14, 2007 (as may be further extended, the “Expiration Date”).
 
This announcement and the description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of PBF.  The Offer is being made only through the Offer to Purchase, related Letter of Transmittal and other related Offer materials.  All of these documents contain important information about the Offer and shareholders of PBF are urged to read them carefully before any decision is made with respect to the Offer.  Shareholders of PBF will be able to obtain a free copy of each of these documents (when they become available) at a website maintained by BIGP at www.bulldoginvestorstenderoffer.com or by contacting BIGP by Email at info@bulldoginvestors.com or telephone at (201) 556-0092.  BIGP will promptly deliver such documents to any requesting shareholder of PBF (by U.S. mail or Email, as requested).  These documents will also be available at no charge at the website maintained by the Securities and Exchange Commission at http://www.sec.gov.


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