dfan14a06290019_03202008.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. )
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the Registrant ¨
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a Party other than the Registrant x
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appropriate box:
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Proxy Statement
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for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
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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 20, 2008, Western Investment mailed the following letter to holders of
the Fund’s Auction Market Preferred Shares:
WESTERN
INVESTMENT LLC
Dear
Fellow Preferred Stockholder:
We are
seeking your support to elect three highly qualified and experienced nominees to
the Board of Directors of the Cohen & Steers Select Utility Fund, Inc. (the
“Fund”) at the Fund’s upcoming Annual Meeting of Stockholders on April 1st. As
you know, preferred stockholders alone will elect one of those
Directors. Your vote is crucial, especially given the relatively
small number of preferred shares outstanding. Your vote, even if you own a single
share, will make a difference. We ask that you cast it today, by
phone or internet, for our independent nominees.
Western
Investment is the largest investor in the Fund – we own both preferred shares
and common stock – and we are acutely aware of the liquidity crisis affecting
your shares. We intend to do something about it, but we need your
help.
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·
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As
you probably know, our Fund’s preferred stockholders are unable to redeem
shares for the full $25,000 they paid. Management has offered
no definitive solution to this problem. Western
has. We advocate a sale of a portion of the Fund’s assets to
repurchase common stock at a discount that would be accretive to net asset
value and earnings per share. At the same time the Fund would
retire a proportionate amount of preferred shares providing desperately
needed liquidity to preferred stockholders. This solution would
benefit all stockholders and could be implemented
immediately.
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·
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Please
read the enclosed New
York Times article, which supports Western’s
solution. It concludes “It
certainly would be a happy ending to this mess if closed-end funds were
forced to redeem the notes by selling holdings as [Western]
suggests.”
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·
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The
Fund’s Board currently consists of management’s handpicked Directors, each
of whom receive a six-figure income from their service on the boards of
other funds in the Cohen & Steers fund family. OUR NOMINEES ARE COMPLETELY
INDEPENDENT OF COHEN & STEERS AND ARE WILLING TO DO WHAT IT TAKES TO
SEE THAT BOTH COMMON AND PREFERRED STOCKHOLDERS’ INTERESTS ARE HELD
PARAMOUNT ON THE FUND’S
BOARD.
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That is
why we have proposed independent Board candidates, with no allegiance to the
Fund’s manager, Cohen & Steers Capital Management, Inc., or other Cohen
& Steers funds to hinder their decision-making. We believe that the
substantial fees the Fund’s Directors receive for service on the boards of the
other Cohen & Steers funds make them vulnerable to the Fund’s manager using
its influence to maximize management fees rather than act in stockholders’ best
interests. Perhaps the solution to the preferred liquidity crisis is unpalatable
to Cohen & Steers because it necessarily involves decreasing the “assets
under management” and materially reducing the fees
they receive 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—whether the Fund’s manager likes
it or not.
We are
not seeking control of the Fund, but do believe that engaged, attentive and
independent stockholder representation NOW is essential.
Remember,
Cohen & Steers only benefits from maximizing their fee
income. Preferred stockholders benefit from increased
liquidity. Common stockholders benefit by reduction of the discount
to NAV and accretive repurchases. Our interests are aligned with
yours.
We are
asking you 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 you up to now.
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Respectfully,
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/s/
Arthur D. Lipson
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Arthur
D. Lipson
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March
20, 2008
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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 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 GREEN 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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