form13da.htm

0001411686-07-000054.txt : 20071106 0001411686-07-000054.hdr.sgml : 20071106 20071106161515 ACCESSION NUMBER: 0001411686-07-000054 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071106 DATE AS OF CHANGE: 20071106 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER TAX ADVANTAGED BALANCED TRUST CENTRAL INDEX KEY: 0001267150 IRS NUMBER: 510492660 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81809 FILM NUMBER: 071218147 MAIL ADDRESS: STREET 1: 60 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 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 13D/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 13D/A 1 form13da.htm SCHEDULE 13D/A FILED BY BULLDOG INVESTORS GENERAL PARTNERSHIP, ISSUER PIONEER TAX ADVANTAGED BALANCED TRUST 11-6-2007 form13da.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)

___________

Pioneer Tax Advantaged Balanced Trust

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(Name of Issuer)

Common Stock

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(Title of Class of Securities)

72388R101

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(CUSIP Number)

Bulldog Investors General Partnership

Park 80 West, Plaza Two, Suite 750

Saddle Brook, NJ 07663

Tel. (201) 556-0092

With a copy to:

Stephen P. Wink, Esq.

Cahill/Wink LLP

5 Penn Plaza

23^rd Floor

New York, NY 10001

(646) 378-2105

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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 30, 2007

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(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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(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 ss. §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

PAGE 1 OF 4

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	CUSIP No. 72388R101
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1	Names of Reporting Persons
	I.R.S. Identification Nos. of above persons (entities only)

	Bulldog Investors General Partnership
	56-2585535
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2	Check the Appropriate Box if a Member of a Group (See Instructions)

	(a) [ ]
	(b) [ X ]
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3	SEC Use Only

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4	Source of Funds (See Instructions)

	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

	New York
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Number of		7	Sole Voting Power 2,368,652

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Shares
Beneficially		8	Shared Voting Power 0
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Owned by
Each		9	Sole Dispositive Power 2,368,652
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Reporting
Person With:		10	Shared Dispositive Power 0

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11	Aggregate Amount Beneficially Owned by Each Reporting Person

	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)

	8.3%
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14	Type of Reporting Person (See Instructions)

	PN
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PAGE 2 OF 4

This Amendment No. 2 amends the Schedule 13D filed September 7, 2007 (the “Schedule 13D”), as amended by Amendment No. 1 filed October 30, 2007, 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.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is supplemented as follows: On October 30, 2007, the Reporting Person commenced a tender offer (the "Tender Offer") to purchase up to 1,500,000 shares of Common Stock of PBF from each of the shareholders of PBF upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 30, 2007, and in the related Letter of Transmittal, as each may be supplemented or amended from time to time (see the Schedule TO and Exhibits thereto filed by the Reporting Person on October 31, 2007).

Item 7. Material to be Filed as Exhibits

Exhibit No. 1.	Description Press Release, issued October 30, 2007, announcing the commencement of the Tender Offer.

PAGE 3 OF 4

SIGNATURE

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: November 6, 2007

	BULLDOG INVESTORS GENERAL PARTNERSHIP


	By: KIMBALL & WINTHROP, INC., general partner

	By: /s/ Phillip Goldstein
	Name: Phillip Goldstein
	Title: President

PAGE 4 OF 4

EX-1 2 ex1.htm PRESS RELEASE ex1.htm

Exhibit 1

FOR IMMEDIATE RELEASE

For more information, contact Bulldog Investors General Partnership at (201) 556-0092

BULLDOG INVESTORS GENERAL PARTNERSHIP COMMENCES TENDER OFFER

TO PURCHASE UP TO 1,500,000 SHARES OF COMMON STOCK OF PBF AT 95% OF NET ASSET VALUE PER SHARE

October 30, 2007 – (New York) – Bulldog Investors General Partnership (“BIGP”) is offering to purchase up to 1,500,000 of the outstanding shares (the “Shares”) of common stock, no par value, of Pioneer Tax Advantaged Balanced Trust (“PBF”) from each of the shareholders of PBF 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, as each may be supplemented or amended from time to time (which together constitute the “Offer”). The offer is for cash at a price (the “Offer Price”) equal to 95% of the net asset value (“NAV”) per Share determined as of the close of the regular trading session of the New York Stock Exchange (the “NYSE”), on the Expiration Date (defined below). The Shares are traded on the NYSE under the symbol “PBF.” The NAV as of the close of the regular trading session of the NYSE on October 29, 2007 was $15.47 per Share. During the pendency of the Offer, current NAV quotations can be obtained from various public websites that report prices of mutual funds and stocks under the symbol “XPBFX.” Shareholders may also call BIGP at (201) 556-0092 between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time, Monday through Friday (except holidays) for current NAV quotations.

Shareholders of PBF will be able to obtain a free copy of the Offer to Purchase, related Letter of Transmittal and other Offer 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).

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 30, 2007 UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION DATE”).

There are no conditions to the Offer based on a minimum number of Shares tendered, the availability of financing, or the success of the Offer. However, the Offer is conditioned upon, among other things, (1) the absence of certain legal actions and proceedings which would prohibit or adversely affect consummation of the Offer, (2) the absence of competing tender offers, (3) that there be no material change with respect to PBF’s or BIGP’s financial condition, (4) the absence of certain changes in the financial markets, and (5) that BIGP has not agreed with PBF to terminate the Offer.

BIGP expressly reserve the right, in its sole discretion, at any time and from time to time, (1) to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and the payment for, any Shares, (2) upon the occurrence of any of the conditions specified in the Offer to Purchase, prior to the Expiration Date, to terminate the Offer and not accept for payment any Shares, and (3) to amend the Offer in any respect prior to the Expiration Date. Notice of any such extension, termination, or amendment will promptly be disseminated to Shareholders in a manner reasonably designed to inform Shareholders of such change in compliance with Rule 14d-4(c) under the Securities Exchange Act of 1934 (the “Exchange Act”). In the case of an extension of the Offer, such extension will be followed by a press release or public announcement which will be issued no later than 9:00 a.m., Eastern Time, on the next business day after the scheduled Expiration Date, in accordance with Rule 14e-1(d) under the Exchange Act.

BIGP has commenced the Offer for the purpose of acquiring a significant equity stake in PBF, so that BIGP may (1) gain influence over the management of PBF and (2) increase its voting power with the objective of enhancing the value of PBF’s common stock.

Provided the conditions to the Offer are satisfied, and BIGP accepts a shareholder’s Shares for payment and consummates the Offer, such shareholder will receive payment as promptly as practicable following the expiration of the Offer. If a shareholder tenders by delivering the certificates representing their Shares, payment to such shareholder will be made by BIGP in the form of a check in an amount equal to the number of Shares such shareholder tendered (subject to any proration) multiplied by the Offer Price, subject to any required withholding for federal income tax. If a shareholder’s nominee tenders such shareholder’s Shares to The Depository Trust Company (“DTC”), payment to such shareholder will be made by BIGP through credit to such shareholder’s bank or brokerage account. In all cases, payment for Shares purchased pursuant to the Offer will be made only after timely receipt by BIGP of (i) share certificates representing such Shares or a timely Book-Entry Confirmation (as defined in the Offer to Purchase) with respect thereto, (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or an Agent’s Message (as defined in the Offer to Purchase) in connection with a book-entry transfer and (iii) any other documents required by the Letter of Transmittal. The per share consideration paid to any holder of Shares pursuant to the Offer will be the highest per share consideration paid to any other holder of such Shares pursuant to the Offer. Under no circumstances will interest on the purchase price for Shares be paid by BIGP, regardless of any extension of the Offer or any delay in making such payment.

If more than 1,500,000 Shares are validly tendered and not properly withdrawn prior to the Expiration Date, BIGP will, upon the terms of, and subject to the conditions to, the Offer, purchase 1,500,000 Shares on a pro rata basis (with adjustments to avoid purchases of fractional Shares) based upon the number of Shares validly tendered by the Expiration Date and not withdrawn. In these circumstances, BIGP will prorate based on a fraction, which will be calculated by dividing (x) 1,500,000 Shares, the maximum number of Shares that BIGP is offering to purchase, by (y) the aggregate number of Shares validly tendered in the Offer and not properly withdrawn prior to the Expiration Date. This fraction will then be multiplied by the aggregate number of Shares that have been tendered by each tendering shareholder, and not withdrawn, to determine the resulting number of Shares that will be accepted from each such tendering shareholder. However, no fractional Shares will be purchased by BIGP in the Offer, and, accordingly, fractional Shares will be rounded down to the nearest whole number of Shares.

If proration of tendered Shares is required, because of the difficulty of determining the precise number of Shares properly tendered and not withdrawn, BIGP may not be able to announce the final results of proration or pay for any Shares until five NYSE trading days after the Expiration Date. However, BIGP will pay for validly tendered Shares as promptly as possible once the number of shares accepted is determined. BIGP expects to be able to pay for all accepted shares held in “street name” which are delivered to BIGP by book-entry transfer within eight business days. Preliminary results of proration will be announced by press release as promptly as practicable. Holders of Shares may obtain such preliminary information from BIGP at its telephone number below. All Shares not accepted for payment due to an oversubscription will be returned promptly to the shareholder or, in the case of tendered Shares delivered by book-entry transfer, credited to the account at DTC from which the transfer had previously been made, in each case, in accordance with the procedures described in Section 2 of the Offer to Purchase.

BIGP reserves the right to increase or decrease the number of Shares BIGP is seeking in the Offer, subject to applicable laws and regulations described in the Offer to Purchase.

Tenders of Shares made pursuant to the Offer are irrevocable, except that Shares tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date and, unless theretofore accepted for payment as provided in the Offer to Purchase, may also be withdrawn at any time prior to acceptance for payment. In order for a withdrawal to be effective, a notice of withdrawal must be timely received by BIGP at its address set forth in the Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If share certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to BIGP, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to BIGP and, unless such Shares have been tendered by a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program (an “Eligible Institution”), the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been delivered pursuant to the book-entry transfer procedures as set forth in Section 3 of the Offer to Purchase, any notice of withdrawal must also specify the name and number of the account at DTC to be credited with the withdrawn Shares and otherwise comply with DTC’s procedures. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by BIGP, in its sole discretion, whose determination shall be final and binding. Any Shares properly withdrawn will be deemed not validly tendered for purposes of the Offer, but may be retendered at any subsequent time prior to the expiration of the Offer by following any of the procedures described in Section 3 of the Offer to Purchase.

The information required to be disclosed by Rule 14d-6 of the General Rules and Regulations under the Exchange Act is contained in the Offer to Purchase, and is incorporated herein by reference.

BIGP reserves the right to purchase, following the consummation or termination of the Offer, additional Shares in the open market, in privately negotiated transactions, in another tender offer or exchange offer or otherwise. In addition, BIGP may take no further action to acquire additional Shares. Any additional purchases of Shares could be at a price greater or less than the price to be paid for Shares in the Offer and could be for cash or other consideration. Alternatively, BIGP or any of its affiliates may sell or otherwise dispose of any or all Shares acquired in the Offer or otherwise. Each such transaction may be effected on terms and at prices then determined by BIGP or the applicable affiliate, which may vary from the terms and price in the Offer. Purchaser does not intend to provide for a subsequent offering period.

The Offer to Purchase and the related Letter of Transmittal contain important information which should be read carefully before any decision is made with respect to the Offer.

Any questions or requests for assistance may be directed to BIGP at the telephone number or Email address listed below. Additional copies of the Offer to Purchase, the Letter of Transmittal and other tender offer materials may be obtained from BIGP as set forth below, and will be furnished promptly at BIGP’s expense. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance, concerning the Offer.

Bulldog Investors General Partnership

Park 80 West, Plaza Two, Suite 750

Saddle Brook, NJ 07663

Telephone: (201) 556-0092

Email: info@bulldoginvestors.com

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The tender offer materials are also being filed today with the SEC. The complete terms and conditions of the offer are set forth in the Offer to Purchase. Cahill/Wink LLP is acting as legal advisor to BIGP.

# # #

BIGP INFORMATION

BIGP is a New York general partnership formed in 2006, whose principal business is investing in publicly traded securities. The general partners of BIGP are Opportunity Partners L.P., an Ohio limited partnership, Opportunity Income Plus Fund L.P., a Delaware limited partnership, Full Value Partners L.P., a Delaware limited partnership, Kimball & Winthrop, Inc., an Ohio corporation, Steady Gain Partners L.P., a Delaware limited partnership, Mercury Partners L.P., a California limited partnership, and Calapasas Investment Partners L.P., a California limited partnership. Each of the foregoing general partners of BIGP is a private investment partnership except for Kimball & Winthrop, Inc., which is an investment advisory firm. As of October 30, 2007, BIGP and its general partners have over $400 million in assets. As of October 30, 2007, BIGP, along with its affiliates, owns 2,684,068 Shares in the aggregate, which represents approximately 9.35% of the outstanding Shares of PBF. Following consummation of the Offer, BIGP, along with its affiliates, will beneficially own up to approximately 14.58% of the outstanding Shares of PBF, assuming 1,500,000 Shares (the maximum number of Shares that BIGP is offering to purchase) have been tendered and accepted by BIGP. BIGP is not affiliated with PBF.

# # #

THIS ANNOUNCEMENT AND THE DESCRIPTION CONTAINED HEREIN IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES OF PIONEER TAX ADVANTAGED BALANCED TRUST. AT THE TIME THE TENDER OFFER IS COMMENCED, BULLDOG INVESTORS GENERAL PARTNERSHIP WILL FILE WITH THE SECURITIES AND EXCHANGE COMMISSION A TENDER OFFER STATEMENT ON SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) WITH RESPECT TO THE OFFER. ALL OF THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER AND SHAREHOLDERS OF PIONEER TAX ADVANTAGED BALANCED TRUST ARE URGED TO READ THEM CAREFULLY WHEN THEY BECOME AVAILABLE BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. SHAREHOLDERS OF PIONEER TAX ADVANTAGED BALANCED TRUST WILL BE ABLE TO OBTAIN A FREE COPY OF EACH OF THESE DOCUMENTS (WHEN THEY BECOME AVAILABLE) AT A WEBSITE MAINTAINED BY BULLDOG INVESTORS GENERAL PARTNERSHIP AT WWW.BULLDOGINVESTORSTENDEROFFER.COM OR BY CONTACTING BULLDOG INVESTORS GENERAL PARTNERSHIP BY EMAIL AT INFO@BULLDOGINVESTORS.COM OR TELEPHONE AT (201) 556-0092. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) ALSO WILL BE AVAILABLE AT NO CHARGE AT THE WEBSITE MAINTAINED BY THE SECURITIES AND EXCHANGE COMMISSION AT HTTP://WWW.SEC.GOV.