formsctota.htm
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APPROVAL
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Number: 3235-0145
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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. 1)
____________________________
Pioneer
Tax Advantaged Balanced Trust
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(Name
of
Subject Company (Issuer))
Bulldog
Investors General Partnership
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(Names
of
Filing Person (Offerer))
Common
Stock, no par value
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(Title
of
Class of Securities)
72388R101
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(CUSIP
Number of Class of Securities)
November
13, 2007
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(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
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(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
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Transaction
valuation*
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Amount
of filing fee**
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$22,044,750
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$676.77
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* Estimated
for purposes of calculating the filing fee only. This amount was determined
by
multiplying 1,500,000 shares of common stock of Pioneer Tax Advantaged Balanced
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
$14.6965, which represents 95% of the net asset value per share at October
29,
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.
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Amount
Previously Paid: $676.77
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Filing
Party: Bulldog Investors General Partnership
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Form
or Registration No.: Schedule TO-T
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Date
Filed: October 31, 2007
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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
SCHEDULE
TO
This
Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Tender Offer
Statement on Schedule TO (the “Schedule TO”) filed with the Securities and
Exchange Commission on October 31, 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 1,500,000 of the outstanding
shares (the “Shares”) of common stock, no par value, of 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 95% of the net asset value 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. 1 have the meanings ascribed
to
them in the Schedule TO. Except as specifically provided herein, this
Amendment No. 1 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:
Item 4.
Terms of the Transaction
The
information set forth in the first sentence of the penultimate paragraph of
the
section of the Offer to Purchase entitled “SECTION 3. PROCEDURES FOR
ACCEPTING THE OFFER AND TENDERING SHARES” is hereby amended and restated as
follows:
“Subject
to the applicable rules and regulations of the Commission, BIGP’s reasonable
interpretation of the terms and conditions of the Offer (including the Letter
of
Transmittal and the instructions thereto) will be final and binding on all
parties, provided that determinations regarding such terms and conditions may
be
ultimately resolved by a court of competent jurisdiction.”
The
information set forth in the first paragraph of the section of the Offer to
Purchase entitled “SECTION 13. DIVIDENDS AND DISTRIBUTIONS” is hereby
amended and restated as follows:
“If,
on or
after the date of this Offer to Purchase, PBF should, during the pendency of
the
Offer, (i) split, combine or otherwise change the Shares or its
capitalization, (ii) acquire Shares or otherwise cause a reduction in the
number of Shares or other securities, (iii) issue or sell additional
Shares, any shares of any other class of capital stock, other voting securities
or any securities convertible into or exchangeable for, or rights, warrants
or
options, conditional or otherwise, to acquire, any of the foregoing, or
(iv) disclose that it has taken such action, then, without prejudice to
BIGP’s rights under Section 14, BIGP, in its sole discretion, may make such
adjustments in the Offer Price and other terms of the Offer as it deems
appropriate to reflect such split, combination or other change, including,
without limitation, the number or type of securities offered to be
purchased. In the event that BIGP increases or decreases the Offer
Price or the percentage of the class of securities being sought, the minimum
period during which the Offer will remain open following the date that notice
of
such increase or decrease is first published or sent or given to security
holders will be 10 business days, in compliance with Rule 14e-1(b) of the
Exchange Act.”
The
information set forth in the remainder of the section of the Offer to Purchase
entitled “SECTION 13. DIVIDENDS AND DISTRIBUTIONS” that follows the
full text of enumerated condition “(9)” is hereby amended and restated as
follows:
“which,
in the reasonable judgment of BIGP, in any such case and regardless of the
circumstances (excluding any action or inaction by BIGP or any affiliate BIGP,
other than as pertaining to conditions which, by their terms, involve such
action or inaction) giving rise to any such condition, makes it inadvisable
to
proceed with the Offer and/or with such acceptance for payment or
payment.
The
foregoing conditions are for the sole benefit of BIGP and may be asserted by
BIGP regardless of the circumstances (including any action or inaction by BIGP,
other than as pertaining to conditions which, by their terms, involve such
action or inaction) giving rise to any such conditions and may be waived by
BIGP
in whole or in part at any time and from time to time, in each case, up until
the expiration of the Offer and in the exercise of the sole discretion of
BIGP. The failure by BIGP at any time to exercise any of the
foregoing rights shall not be deemed a waiver of any such right and each such
right shall be deemed an ongoing right that may be asserted at any time and
from
time to time, up until the expiration of the Offer. Subject to
applicable rules and regulations of the Commission and applicable law, any
reasonable determination by BIGP concerning any condition described in this
Section 14 shall be final and binding on all parties, provided that
determinations regarding such conditions may be ultimately resolved by a court
of competent jurisdiction. A public announcement may be made of a
material change in, or waiver of, such conditions and the Offer may, in certain
circumstances, be extended in connection with any such change or
waiver.
Should
the
Offer be terminated pursuant to the foregoing provisions, all tendered Shares
not theretofore accepted for payment shall forthwith be returned by BIGP to
the
tendering shareholders.”
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.
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Dated:
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November
13, 2007
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BULLDOG
INVESTORS GENERAL PARTNERSHIP
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By:
KIMBALL & WINTHROP, INC., general
partner
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By:
/s/ PHILLIP GOLDSTEIN
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Name:
Phillip Goldstein
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Title:
President
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