dfan14a06290017_03112008.htm
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment
No. )
Filed by
the Registrant ¨
Filed by
a Party other than the Registrant x
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appropriate box:
¨ Preliminary
Proxy Statement
¨ Confidential,
for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
¨ Definitive
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x Definitive
Additional Materials
¨ Soliciting
Material Under Rule 14a-12
JOHN
HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND
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(Name
of Registrant as Specified in Its Charter)
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WESTERN
INVESTMENT LLC
WESTERN
INVESTMENT HEDGED PARTNERS L.P.
WESTERN
INVESTMENT ACTIVISM PARTNERS LLC
WESTERN
INVESTMENT TOTAL RETURN PARTNERS L.P.
WESTERN
INVESTMENT TOTAL RETURN FUND LTD.
ARTHUR
D. LIPSON
ROBERT
A. WOOD
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(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
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Western
Investment LLC (“Western”), together with the other participants named herein,
is filing materials contained in this Schedule 14A with the Securities and
Exchange Commission (the “SEC”) in connection with the solicitation of proxies
for the election of its slate of trustee nominees at the 2008 annual
meeting of shareholders (the “Annual Meeting”) of John Hancock Tax-Advantaged
Dividend Income Fund (the “Fund”). Western has filed a proxy statement
with the SEC regading the Annual Meeting.
Item 1:
On March 11, 2008, Western issued the following press release:
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Press
Release
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Source:
Western Investment LLC
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Western
Investment LLC Issues Open Letter to Trustees of John Hancock Tax-Advantaged
Dividend Income Fund
Tuesday March 11, 10:40 am
ET
NEW
YORK--(BUSINESS WIRE)--Western Investment LLC today issued the following open
letter to the Board of Trustees of the John Hancock Tax-Advantaged Dividend
Income Fund (NYSE:HTD - News):
To the
Trustees:
Management
of John Hancock Tax-Advantaged Dividend Income Fund (“HTD” or the “Fund”) recently issued
a letter to shareholders that not only misstated material information but also
could potentially mislead shareholders into supporting the reelection of
Trustees who have repeatedly failed to serve their best interests. Your job as
Trustees is to oversee the management of the Fund and to protect the assets its
owners, the shareholders, have entrusted to you – not to decide
which investors you are pleased to protect and which not. Your job is to oversee
the Fund’s
managers and to see that ALL investors in the Fund are properly served and that
their assets are invested solely for their benefit. Had you checked your facts
before issuing your misinformed letter, you would have found that:
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Western
Investment LLC and its affiliates (“Western” or “we”) have been investors
in the Fund since shortly after its inception - there is nothing
“short-term” about our interests other than the Fund manager’s eagerness
to describe them so;
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As
of the record date for the Annual Meeting, Western owned 4.7% of the
common stock of the Fund outstanding. We are currently the largest
investor in the Fund and the largest investor you have a fiduciary
obligation to represent;
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The
problem 1of the Fund’s trading at a discount to its net asset value (NAV)
is not just Western’s problem - it is a problem for every Fund investor
who may at some time need or want to sell some or all of their shares. At
one time or another it could be any investor in the Fund - the entire population
you were elected to, and are responsible for, serving – and we believe it
is your fiduciary duty to use all available means to have the market
fairly value the Fund’s underlying assets. ASSURING SHAREHOLDERS OF A FAIR
PRICE FOR THEIR INVESTED ASSETS WHEN THEY NEED THEM SHOULD BE ONE OF THE
BOARD’S PRIMARY AIMS.
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In our
opinion, to date, a solution to this problem has eluded you. That is why we have
proposed independent Board candidates, with no allegiances to the Fund’s manager, John
Hancock Advisers, LLC, or other John Hancock funds to hinder their
decision-making. We see that the fees you receive for sitting on the boards of
the other John Hancock funds are substantial, and believe that as Trustees
handpicked by the Fund’s manager you are
vulnerable to the manager using its influence to maximize management fees rather
than increase value for shareholders. Since many of the solutions to the
discount problem are unpalatable to the Fund’s manager because
they necessarily involve decreasing the assets under management and reduce the
fees received for management services, we believe that shareholders both need
and deserve independent directors in the boardroom to ensure that action is
taken to have the market fairly value their investment - - whether the Fund’s manager likes it
or not.
We
believe there are a number of easily deployed strategies for eliminating the
bulk of the discounting of the Fund’s assets without,
as management has claimed, harming the Fund’s ongoing
performance. The new managed distribution policy you put in place recently is a
step in the right direction. A publicly announced program of open market share
repurchases, set to go into effect whenever the discount reaches an
unacceptable, pre-defined level and limited to a certain percentage of the
trading volume, we believe would serve to benefit both holders wishing to sell,
by limiting the discount, and holders remaining in the Fund by increasing the
NAV. Furthermore, the assets freed up by this program could be reinvested or
used to repurchase the Fund’s preferred shares
to provide some needed liquidity to preferred shareholders and reduce the
Fund’s
interest expense.
With the
Fund’s shares
trading at double-digit discounts for most of its history, it should not be
terribly complicated to find an acceptable set of solutions that benefits
shareholders. We suggested a tender offer - misleadingly characterized by
management as our only suggestion - as an illustration, not a platform. What is
required is the will, and an unconflicted voice for shareholders in the
boardroom. To that end, we are seeking TWO seats on a seven member board. We are
not seeking control of the Fund, but do believe that engaged and attentive
shareholder representation is required.
We are
asking shareholders to vote the WHITE proxy at the March 31st Annual
Meeting not to advance, as management’s letter suggests,
our own interests, but rather to see that the interests of all Fund shareholders
are represented in the boardroom and protected from the Fund’s managers that,
in this basic regard, have failed them up to now.
Respectfully,
Arthur D.
Lipson
Western
Investment LLC
ATTENTION
HTD SHAREHOLDERS:
IF
YOU HAVE ALREADY RETURNED A GOLD PROXY TO THE FUND’S MANAGEMENT, EITHER DIRECTLY
OR
OVER
THE PHONE OR INTERNET, YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE.
IF
YOU HAVE ANY QUESTIONS ABOUT
HOW
TO VOTE YOUR WHITE WESTERN INVESTMENT PROXY, PLEASE CONTACT THE FIRM ASSISTING
US IN THIS SOLICITATION:
INNISFREE
M&A INCORPORATED
TOLL-FREE
AT: (877)456-3510
BANKS
AND BROKERS PLEASE CALL COLLECT:
212-750-5833
Contact:
Innisfree
M&A Incorporated
Michael
Brinn, 212-750-8253
Source:
Western Investment LLC