dfan14a206290019_03192008.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
Check the
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
o Soliciting
Material Under Rule 14a-12
COHEN
& STEERS SELECT UTILITY FUND, INC.
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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
WILLIAM
J. ROBERTS
MATTHEW
S. CROUSE
LYNN D. SCHULTZ
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(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
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Western
Investment LLC (“Western Investment”), 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 three nominees as directors at the
2008 annual meeting of stockholders (the “Annual Meeting”) of Cohen & Steers
Select Utility Fund, Inc. (the “Fund”). Western Investment has filed
a proxy statement with the SEC with regard to the Annual Meeting.
Item 1:
On March 19, 2008, Western Investment issued the following press release:
WESTERN
INVESTMENT LLC ISSUES OPEN LETTER TO DIRECTORS OF
COHEN
& STEERS SELECT UTILITY FUND
(NEW
YORK) March 19, 2008 - Western Investment LLC today issued the following open
letter to the Board of Directors of the Cohen & Steers Select Utility Fund,
Inc. (NYSE:UTF):
To the
Directors:
Martin
Cohen and Robert H. Steers, Co-Chairmen of the Cohen & Steers Select Utility
Fund, Inc. (NYSE:UTF) (the “Fund”) recently issued the latest in a series of
letters to stockholders that included numerous, and we believe deliberate,
misstatements about Western Investment LLC (“Western” or “we”). We
doubt you would have permitted these misstatements had you not been beholden to
Cohen and Steers for your seats on the Fund’s Board.
Had you
checked your facts before permitting your Chairmen to issue their misinformed
letters, you would have found that:
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Western
has been an investor in the Fund since shortly after its inception - there
is nothing “short-term” about our
interests.
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As
of the record date for the Fund’s Annual Meeting, Western owned over 7% of
UTF’s outstanding common stock. We are currently the largest
investor in the Fund and the largest shareholder you have a fiduciary
obligation to represent.
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Our
efforts to have the Fund take action to reduce the double-digit gap
between the value of the assets standing behind the common shares and
their trading price is not
speculation. The discount 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 shareholder 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 STOCKHOLDERS 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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Were
Messrs. Cohen and Steers really out to protect the interests of the Fund’s
stockholders, we believe they would be working to see that the market price of
the common stock reasonably reflected the value of the assets they represent,
instead of spending shareholder money fighting to prevent three independent
directors from joining the Board.
We feel
we must take it upon ourselves as stockholders to have you recognize the serious
problems the Fund faces, and to take real, meaningful action to solve these
problems. We call on the Board to remember its obligation is to the
Fund’s stockholders, and to ask yourselves the following:
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Why has the Fund not adequately
addressed its persistent discount to net asset value or the liquidity
crisis facing the Fund’s Auction Market Preferred
Shares?
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We
believe that there are solutions to these problems, yet until now, the Board has
been unwilling or unable to address these problems. One possible solution is
for the Fund to sell a portion of its underlying assets, use the proceeds to buy
back common stock and redeem the preferred shares, thereby reducing the Fund’s
discount to net asset value (“NAV”), creating liquidity and increasing
yield. Alternatively, 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 Funds 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. MAXIMIZING BENEFIT FOR ALL BY INCREASING NAV AND EARNINGS PER
SHARE.
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Who stands to lose if the Fund
were to make accretive stock purchases and proportionate preferred share
redemptions as Western
proposes?
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Management loses, stockholders
win. Our plan reduces the assets under management, which in
turn reduces the fees collected by management. We are not surprised
such a plan has been so viciously resisted by the current Board and the Fund and
we believe this explains why when we tried to address the Fund’s issues from
outside the coziness of the boardroom we met with little success.
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Why does the Board seem so
unwilling to act in the best interests of
stockholders?
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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 all stockholders. However, we believe a solution has eluded
this Board because it is currently conflicted, leaving it beholden to
management. Consider:
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Current
Directors serve on the boards of, and receive six-figure annual fees for
services from, a total of 21 other funds in the Cohen & Steers fund
complex.
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Mr.
Cohen and Mr. Steers serve as Directors and Co-Chairmen of the
Fund. They are paid by and serve as Co-Chairmen and CEOs of the
Fund’s manager.
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That is
why we have proposed three independent director nominees to be elected to the
nine member Board, with no allegiances to the Fund’s manager or other Cohen
& Steers funds to hinder their decision-making. 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
reducing the fees received for management services – we believe that
stockholders both need and deserve independent directors in the boardroom to
ensure that action is taken to have the market fairly value their
investment.
We are
now asking stockholders to send a message, and to elect our three nominees to
the Board. Maybe then the Board will get the message and take the
steps necessary to address the problems facing the Fund. What the
Board requires is the will, and an unconflicted voice for stockholders in the
boardroom. We are not seeking control of the Fund, but do believe
that engaged and attentive shareholder representation whose interests are
aligned with all stockholders is required.
WESTERN’S
INTERESTS AND OUR NOMINEES’ INTERESTS
ARE
ALIGNED WITH ALL STOCKHOLDERS
WE
BELIEVE THE BOARD’S ACTIONS MAXIMIZE MANAGEMENT’S FEES,
NOT
STOCKHOLDER RETURNS
We are
asking stockholders to vote the GREEN proxy at the April
1st
Annual Meeting to see that the interests of all Fund stockholders are
represented in the boardroom and protected from the Fund’s managers that, in
this basic regard, have failed them up to now.
Respectfully,
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/s/
Arthur D. Lipson
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Arthur
D. Lipson
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Western
Investment LLC
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ATTENTION
UTF STOCKHOLDERS:
VOTE THE
GREEN PROXY TODAY.
IF
YOU HAVE ALREADY RETURNED A WHITE 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 WESTERN INVESTMENT PROXY, PLEASE
CONTACT
THE FIRM ASSISTING US IN THIS SOLICITATION:
INNISFREE
M&A INCORPORATED
UTF
HOLDERS CALL TOLL-FREE AT: (877) 687-1873
BANKS
AND BROKERS PLEASE CALL COLLECT:
212-750-5833
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