-----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, JB3/XBzV+9lF01R+0bvT/UVfdPba8CplGvb+LHbJXE8OKSf3lQzFqG4PfLnAw0RL kFbZ+LAh+rJNKG2Pb7kVKA== 0001286207-05-000041.txt : 20051212 0001286207-05-000041.hdr.sgml : 20051212 20051212160939 ACCESSION NUMBER: 0001286207-05-000041 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051212 DATE AS OF CHANGE: 20051212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST TRUST VALUE LINE DIVIDEND FUND CENTRAL INDEX KEY: 0001244943 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81195 FILM NUMBER: 051258346 BUSINESS ADDRESS: STREET 1: C/O FIRST TRUST PORTFOLIOS LP STREET 2: 1001 VARRENVILLE RD. #3000 CITY: LISLE STATE: IL ZIP: 60532 BUSINESS PHONE: 6302414141 MAIL ADDRESS: STREET 1: C/O FIRST TRUST PORTFOLIOS LP STREET 2: 1001 WARRENVILLE RD #3000 CITY: LISLE STATE: IL ZIP: 60532 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN INVESTMENT LLC CENTRAL INDEX KEY: 0001286207 IRS NUMBER: 870623442 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: PO BOX 71869 CITY: SALT LAKE CITY STATE: UT ZIP: 84171-0869 BUSINESS PHONE: 801-942-7803 MAIL ADDRESS: STREET 1: 2855 EAST COTTONWOOD PARKWAY, SUITE110 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 SC 13D 1 fvdwi13d051212.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. )* First Trust Value Line (R) Dividend Fund - ----------------------------------------------------------------- ------- (Name of Issuer) Common Stock, par value $0.01 per share - ----------------------------------------------------------------- ------- (Title of Class of Securities) 33735A100 - ----------------------------------------------------------------- ------- (CUSIP Number) Arthur D. Lipson Western Investment L L C 2855 East Cottonwood Parkway, Ste. 110 Salt Lake City, UT 84121 - ----------------------------------------------------------------- ------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 30, 2005 - ----------------------------------------------------------------- ------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(e), (f) or (g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) CUSIP No. - 33735A100 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). WESTERN INVESTMENT L L C 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* (See Item 3) OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION INCORPORATED IN DELAWARE NUMBER OF 7 SOLE VOTING POWER (See Item 5) SHARES 1,271,175 shares BENEFICIALLY 8 SHARED VOTING POWER (See Item 5) OWNED BY 0 shares EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,271,175 shares PERSON 10 SHARED DISPOSITIVE POWER WITH 0 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 1,271,175 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9% 14 TYPE OF REPORTING PERSON* OO 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ARTHUR D. LIPSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER SHARES 1,272,175 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,272,175 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 1,272,175 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9% 14 TYPE OF REPORTING PERSON* IN 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WESTERN INVESTMENT HEDGED PARTNERS LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 857,010 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 857,010 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 857,010 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% 14 TYPE OF REPORTING PERSON* PN 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION INCORPORATED IN DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 138,100 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 138,100 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 138,100 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% 14 TYPE OF REPORTING PERSON* OO 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WESTERN INVESTMENT ACTIVISM PARTNERS L L C 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION INCORPORATED IN DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 276,065 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 276,065 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 276,065 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% 14 TYPE OF REPORTING PERSON* OO 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION INCORPORATED IN DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 660,500 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 660,500 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 660,500 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% 14 TYPE OF REPORTING PERSON* OO 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BENCHMARK PLUS PARTNERS, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION INCORPORATED IN DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 200,300 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 200,300 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 200,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% 14 TYPE OF REPORTING PERSON* OO 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BENCHMARK PLUS MANAGEMENT, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION INCORPORATED IN DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 660,500 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 660,500 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 660,500 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% 14 TYPE OF REPORTING PERSON* OO 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ROBERT FERGUSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER SHARES 860,800 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 860,800 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 860,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7% 14 TYPE OF REPORTING PERSON* IN 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PARADIGM PARTNERS, N.W., INC. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION WASHINGTON NUMBER OF 7 SOLE VOTING POWER SHARES 200,300 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 200,300 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 200,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% 14 TYPE OF REPORTING PERSON* CO 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SCOTT FRANZBLAU 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER SHARES 660,500 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 660,500 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 660,500 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% 14 TYPE OF REPORTING PERSON* IN 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MICHAEL DUNMIRE 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER SHARES 860,800 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 860,800 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 860,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7% 14 TYPE OF REPORTING PERSON* IN ITEM 1. SECURITY AND ISSUER This statement relates to shares of the Common Stock, par value $0.01 (the "Shares"), of First Trust Value Line (R) Dividend Fund (the "Issuer"). The address of the principal executive offices of the Issuer is c/o First Trust Portfolios LP, 1001 Warrenville Road, # 300, Lisle, IL 60532. ITEM 2. IDENTITY AND BACKGROUND (a) This statement is filed by Western Investment LLC, a Delaware limited liability company ("WILLC"), Arthur D. Lipson, Western Investment Hedged Partners LP, a Delaware limited partnership ("WIHP"), Western Investment Total Return Master Fund LTD, a corporation organized and existing under the laws of the Cayman Islands ("WITR"), Western Investment Activism Partners LLC, a Delaware limited liability company ("WIAP"), Benchmark Plus Institutional Partners, L.L.C., a Delaware limited liability company ("BPIP"), Benchmark Plus Partners, L.L.C, a Delaware limited liability company ("BPP"), Benchmark Plus Management, L.L.C., a Delaware limited liability company ("BPM"), Paradigm Partners, N.W., Inc., a Washington corporation ("PPNW"), Scott Franzblau, Robert Ferguson and Michael Dunmire. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." WILLC provides recommendations from time to time to BPIP and BPP with respect to purchases and sales of Shares of the Issuer, pursuant to an oral agreement between WILLC and BPIP, and between WILLC and BPP. Accordingly, the Reporting Persons may be deemed a group for Section 13(d) purposes. Each of WILLC, Mr. Lipson, WIHP, WITR, and WIAP disclaim beneficial ownership of the Shares held by BPIP, BPP, BPM, PPNW, Mr. Franzblau, Mr. Ferguson and Mr. Dunmire and the existence of a group for Section 13(d) purposes. Each of BPIP, BPM and Mr. Franzblau disclaim beneficial ownership of the Shares held by the other Reporting Persons and the existence of a group for Section 13(d) purposes. Each of BPP and PPNW disclaim beneficial ownership of the Shares held by the other Reporting Persons and the existence of a group for Section 13(d) purposes. Each of Mr. Ferguson and Mr. Dunmire disclaim beneficial ownership of the Shares held by the other Reporting Persons, with the exception of BPIP, BPM, BPP and PPNW. Each of the Reporting Persons is party to that certain Joint Filing Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. WILLC has sole voting and investment power over WIHP's, WITR's, and WIAP's security holdings and Mr. Lipson, in his role as the managing member of WILLC, controls WILLC's voting and investment decisions. BPM is the managing member of BPIP and Messrs. Franzblau, Ferguson and Dunmire in their role as managing members of BPM, have sole voting and investment control over BPIP's security holdings. PPNW is the managing member of BPP and Messrs. Ferguson and Dunmire, in their role as officers of BPP, have sole voting and investment control over BPP's security holdings. Neither WILLC, Mr. Lipson, WIHP, WITR, nor WIAP has voting or dispositive control over the Shares held by BPIP, BPP, BPM, PPNW, Mr. Franzblau, Mr. Ferguson or Mr. Dunmire. Neither BPIP, BPM, nor Mr. Franzblau, has voting or dispositive control over the Shares held by the other Reporting Persons. Neither BPP nor PPNW has voting or dispositive control over the Shares held by the other Reporting Persons. Neither Mr. Ferguson nor Mr. Dunmire has voting or dispositive control over the Shares held by WILLC, WIHP, WITR, WIAP or Mr. Lipson. (b) The principal business address of WILLC, Mr. Lipson, WIHP, WITR, and WIAP is 2855 East Cottonwood Parkway, Suite 110; Salt Lake City, UT 84121. The principal business address of BPIP, BPM and Mr. Franzblau is 820 A Street, Suite 700, Tacoma, WA 98402. The principal business address of BPP, PPNW, Mr. Dunmire, and Mr. Ferguson is 820 A Street, Suite 700, Tacoma, WA 98402. (c) The principal business of WILLC is acting as the general partner and managing member of WIHP, WITR, and WIAP. The principal occupation of Arthur D. Lipson is acting as managing member of WILLC. The principal business of WIHP, WITR, and WIAP is the business of acquiring, holding and disposing of investments in various companies. The principal business of BPIP is the business of acquiring, holding and disposing of investments in various companies. The principal business of BPM is acting as the managing member of BPIP. The principal business of BPP is the business of acquiring, holding and disposing of investments in various companies. The principal business of PPNW is acting as the managing member of BPP. The principal occupation of Scott Franzblau is acting as a managing member of BPM. The principal occupation of Robert Ferguson and Michael Dunmire is acting as managing members of BPM and officers of PPNW. (d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) No Reporting Person has, during the last five years, been party to a 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. (f) Messrs. Lipson, Franzblau, Ferguson and Dunmire are citizens of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The aggregate purchase price of the 1,271,175 Shares beneficially owned by WILLC is approximately $19,023,952. The Shares beneficially owned by WILLC were acquired with the working capital of each of WIHP, WITR, and WIAP. The aggregate purchase price of the 660,500 Shares beneficially owned by BPM is approximately $9,880,012. The Shares beneficially owned by BPM were acquired with the working capital of BPIP. The aggregate purchase price of the 200,300 Shares beneficially owned by PPNW is approximately $3,002,668. The Shares beneficially owned by PPNW were acquired with the working capital of BPP. The aggregate purchase price of the 1,000 additional Shares owned by Mr. Lipson is approximately $15,420. The Shares owned by Mr. Lipson were acquired with personal funds. ITEM 4. PURPOSE OF TRANSACTION The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase of additional Shares desirable, the Reporting Persons may endeavor to increase their position in the Issuer through, among other things, the purchase of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons are concerned by the discount to net asset value at which the Shares of the Issuer have been trading. The Reporting Persons believe that the Issuer should take appropriate action to cause the discount to net asset value to be eliminated or substantially reduced. The Reporting Persons intend to engage in discussions with management and the Board of the Issuer about possible ways to reduce the discount. The Reporting Persons reserve the right to take any action they deem appropriate related to this issue. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above. Each of the Reporting Persons intends to review his/its investment in the Issuer on a continuing basis and engage in discussions with management and the Board of the Issuer concerning the business, operations and future plans of the Issuer. Depending on various factors including, without limitation, the Issuers financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, each of the Reporting Persons may in the future take such actions with respect to his/its investment in the Issuer as he/it deems appropriate including, without limitation, seeking Board representation, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of its Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares or changing its intention with respect to any and all matters referred to in Item 4. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate percentage of Shares reported owned by each person named herein is based upon 32,400,000 Shares outstanding as of July 12, 2005, as reported in the Issuer's Form DEF 14A filed with the Securities and Exchange Commission on August 12, 2005. An affiliate of WILLC, Western Investment Institutional Partners LLC (WIIP), acquired shares of FVD prior to 8/4/2005, and on 11/28/2005, sold all shares to WIAP, as noted in Schedule A. As of the close of business on December 9, 2005, WIHP, WITR, WIAP, BPIP, and BPP beneficially owned 857,010, 138,100, 276,065, 660,500, and 200,300 Shares, respectively, representing 2.6%, 0.4%, 0.9%, 2.0%, and 0.6%, respectively, of the Shares outstanding. WILLC beneficially owned 1,271,175 Shares, constituting approximately 3.9% of the Shares outstanding. Mr. Lipson beneficially owned 1,272,175 Shares, constituting approximately 3.9% of the Shares outstanding. As the general partner or managing member, as the case may be, of WIHP, WITR, and WIAP, WILLC may be deemed to beneficially own the 1,271,175 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 1,271,175 Shares beneficially owned by WILLC. As the managing member of BPIP, BPM may be deemed to beneficially own the 660,500 Shares beneficially owned by BPIP. As the managing members of BPM, Messrs. Franzblau, Ferguson and Dunmire may be deemed to beneficially own the 660,500 Shares owned by BPM. As the managing member of BPP, PPNW may be deemed to beneficially own the 200,300 Shares beneficially owned by BPP. As the officers of PPNW, Messrs. Ferguson and Dunmire may be deemed to beneficially own the 200,300 Shares beneficially owned by PPNW. (b) Each of WILLC and Mr. Lipson is deemed to have sole voting and dispositive power over the Shares reported as beneficially owned by WIHP, WITR, and WIAP by virtue of their respective positions as described in paragraph (a). Neither WILLC, Mr. Lipson, WIHP, WITR nor WIAP has voting or dispositive control over the Shares held by BPIP, BPP, BPM, PPNW, Mr. Franzblau, Mr. Ferguson or Mr. Dunmire. Each of BPM, Mr. Franzblau, Mr. Ferguson and Mr. Dunmire is deemed to have sole voting and dispositive power over the Shares reported as beneficially owned by BPIP by virtue of their respective positions as described in paragraph (a). Neither BPIP, BPM nor Mr. Franzblau has voting or dispositive control over the Shares held by the other Reporting Persons. Neither Mr. Ferguson nor Mr. Dunmire has voting or dispositive control over the Shares held by the other Reporting Persons, with the exception of BPP and PPNW. Each of PPNW, Mr. Ferguson and Mr. Dunmire is deemed to have sole voting and dispositive power over the Shares reported as beneficially owned by BPP by virtue of their respective positions as described in paragraph (a). Neither BPP nor PPNW has voting or dispositive control over the Shares held by the other Reporting Persons. Neither Mr. Ferguson nor Mr. Dunmire has voting or dispositive control over the Shares held by the other Reporting Persons, with the exception of BPIP and BPM. (c) Schedule A annexed hereto lists all transactions by the Reporting Persons in the Issuer's Common Stock during the past sixty days. All of such transactions were effected in the open market. (d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER On December 12, 2005, the Reporting Persons entered into a Joint Filing Agreement in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Joint Filing Agreement by and among Western Investment LLC, Arthur D. Lipson, 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., Scott Franzblau, Robert Ferguson and Michael Dunmire, dated December 12, 2005. SIGNATURES After reasonable 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. Date: December 12, 2005 WESTERN INVESTMENT L L C By: /s/ Arthur D. Lipson, Sole Member WESTERN INVESTMENT HEDGED PARTNERS LP By: Western Investment L L C, its General Partner By: /s/ Arthur D. Lipson, Managing Member WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD By: Western Investment L L C, its Managing Member By: /s/ Arthur D. Lipson, Managing Member WESTERN INVESTMENT ACTIVISM PARTNERS LLC By: Western Investment L L C, its Managing Member By: /s/ Arthur D. Lipson, Managing Member By: /s/ Arthur D. Lipson ___________________ ARTHUR D. LIPSON BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C. By: Benchmark Plus Management, L.L.C., its Managing Member By: /s/ Scott Franzblau, Managing Member By: /s/ Robert Ferguson, Managing Member By: /s/ Michael Dunmire, Managing Member BENCHMARK PLUS MANAGEMENT, L.L.C. By: /s/ Scott Franzblau, Managing Member By: /s/ Robert Ferguson, Managing Member By: /s/ Michael Dunmire, Managing Member By: /s/ Scott Franzblau ___________________ SCOTT FRANZBLAU By: /s/ Robert Ferguson ___________________ ROBERT FERGUSON By: /s/ Michael Dunmire ___________________ MICHAEL DUNMIRE BENCHMARK PLUS PARTNERS, L.L.C. By: Paradigm Partners, N.W., Inc., its Managing Member By: /s/ Robert Ferguson, Principal By: /s/ Michael Dunmire, Principal PARADIGM PARTNERS, N.W. INC. By: /s/ Robert Ferguson, Principal By: /s/ Michael Dunmire, Principal By: /s/ Robert Ferguson ___________________ ROBERT FERGUSON By: /s/ Michael Dunmire ___________________ MICHAEL DUNMIRE SCHEDULE A Transaction Code Quantity Trade Date Price WIHP 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 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 $14.3885 Buy 14,000 10/19/2005 $14.3654 Buy 3,300 10/19/2005 $14.3791 Buy 6,600 10/20/2005 $14.4543 Buy 600 10/20/2005 $14.4400 Buy 25,800 10/21/2005 $14.3850 Buy 900 10/21/2005 $14.4063 Buy 15,600 10/24/2005 $14.5251 Buy 15,000 10/24/2005 $14.4904 Buy 2,300 10/25/2005 $14.5085 Buy 14,200 10/25/2005 $14.5082 Buy 19,900 10/26/2005 $14.5425 Buy 4,500 10/27/2005 $14.4653 Buy 6,300 10/28/2005 $14.5353 Buy 29,100 10/28/2005 $14.5661 Buy 5,300 10/31/2005 $14.7408 Buy 27,600 10/31/2005 $14.7293 Buy 3,100 11/01/2005 $14.6755 Buy 22,500 11/02/2005 $14.7362 Buy 2,900 11/02/2005 $14.8251 Buy 7,000 11/03/2005 $14.8816 Buy 4,600 11/03/2005 $14.8915 Buy 11,100 11/04/2005 $14.7955 Buy 19,200 11/07/2005 $14.8976 Buy 100 11/08/2005 $14.9185 Buy 8,000 11/08/2005 $14.8701 Buy 30,100 11/09/2005 $14.9449 Buy 3,500 11/09/2005 $14.9644 Buy 500 11/10/2005 $15.0285 Buy 61,400 11/10/2005 $14.9629 Buy 2,600 11/11/2005 $15.0677 Buy 19,000 11/11/2005 $15.0445 Buy 2,200 11/14/2005 $15.0564 Buy 1,100 11/14/2005 $15.0749 Buy 400 11/16/2005 $15.0285 Buy 18,900 11/16/2005 $14.9968 Buy 25,300 11/17/2005 $15.0634 Buy 6,060 11/17/2005 $15.0655 Buy 2,300 11/30/2005 $15.3290 Buy 27,000 11/30/2005 $15.3100 Buy 32,900 12/01/2005 $15.3527 Buy 45,000 12/02/2005 $15.3907 Buy 70,000 12/05/2005 $15.4127 Buy 4,300 12/05/2005 $15.3563 WIIP Sell* 61,550 11/28/2005 $15.2300 WITR Buy 4,500 11/15/2005 $15.0987 Buy 22,500 11/15/2005 $15.0652 Buy 30,700 11/18/2005 $15.1105 Buy 3,300 11/18/2005 $15.1382 Buy 21,500 11/21/2005 $15.1977 Buy 7,700 11/21/2005 $15.1995 Buy 47,900 11/22/2005 $15.2399 WIAP Buy* 61,550 11/28/2005 $15.2300 Buy 3,900 11/30/2005 $15.3290 Buy 26,900 11/30/2005 $15.3100 Sell 1,600 11/30/2005 $15.2988 Buy 35,800 12/01/2005 $15.3527 Sell 2,900 12/01/2005 $15.4062 Buy 45,700 12/02/2005 $15.3907 Sell 385 12/02/2005 $15.4052 Buy 4,400 12/05/2005 $15.3563 Buy 2,300 12/05/2005 $15.3985 Buy 79,700 12/05/2005 $15.4127 Sell 7,000 12/05/2005 $15.3951 Buy 7,900 12/06/2005 $15.4142 Buy 500 12/06/2005 $15.4585 Sell 4,200 12/06/2005 $15.4214 Buy 300 12/07/2005 $15.3217 Sell 6,800 12/07/2005 $15.3053 Sell 600 12/08/2005 $15.3400 Buy 30,600 12/09/2005 $15.3349 BPP 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 BPIP 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 * The 61,550 share transaction on 11/28/2005 was a cross trade between affiliates. WILLC NONE BPM NONE PPNW NONE Mr. Lipson Buy 1,000 12/02/2005 $15.4200 Mr. Franzblau NONE Mr. Dunmire NONE Mr. Ferguson NONE JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated December 12, 2005(including further amendments thereto) with respect to the Common Stock of First Trust Value Line (R) Dividend Fund. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. Dated: December 12, 2005 WESTERN INVESTMENT L L C By: /s/ Arthur D. Lipson, Sole Member WESTERN INVESTMENT HEDGED PARTNERS LP By: Western Investment L L C, its General Partner By: /s/ Arthur D. Lipson, Managing Member WESTERN INVESTMENT ACTIVISM PARTNERS LLC By: Western Investment L L C, its Managing Member By: /s/ Arthur D. Lipson, Managing Member WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD. By: Western Investment L L C, its Managing Member By: /s/ Arthur D. Lipson, Managing Member By: /s/ Arthur D. Lipson ____________________ ARTHUR D. LIPSON BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C. By: Benchmark Plus Management, L.L.C., its Managing Member By: /s/ Scott Franzblau, Managing Member By: /s/ Robert Ferguson, Managing Member By: /s/ Michael Dunmire, Managing Member BENCHMARK PLUS MANAGEMENT, L.L.C. By: /s/ Scott Franzblau, Managing Member By: /s/ Robert Ferguson, Managing Member By: /s/ Michael Dunmire, Managing Member By: /s/ Scott Franzblau ___________________ SCOTT FRANZBLAU By: /s/ Robert Ferguson ___________________ ROBERT FERGUSON By: /s/ Michael Dunmire ___________________ MICHAEL DUNMIRE BENCHMARK PLUS PARTNERS, L.L.C. By: Paradigm Partners, N.W., Inc., its Managing Member By: /s/ Robert Ferguson, Principal By: /s/ Michael Dunmire, Principal PARADIGM PARTNERS, N.W. INC. By: /s/ Robert Ferguson, Principal By: /s/ Michael Dunmire, Principal By: /s/ Robert Ferguson ___________________ ROBERT FERGUSON By: /s/ Michael Dunmire ___________________ MICHAEL DUNMIRE -----END PRIVACY-ENHANCED MESSAGE-----