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 Rule 14a-6(e)(2)) /_/ Definitive Proxy Statement /_/ Definitive Additional Materials /X/ Soliciting Material Under Rule 14a-12 FIRST TRUST VALUE LINE(R) DIVIDEND FUND - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) WESTERN INVESTMENT LLC WESTERN INVESTMENT HEDGED PARTNERS LP WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD. WESTERN INVESTMENT ACTIVISM PARTNERS LLC BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C. BENCHMARK PLUS PARTNERS, L.L.C. BENCHMARK PLUS MANAGEMENT, L.L.C. PARADIGM PARTNERS, N.W., INC. ARTHUR D. LIPSON SCOTT FRANZBLAU ROBERT FERGUSON MICHAEL DUNMIRE MATTHEW S. CROUSE JAMES R. MERCHANT PHILIP COOPER - -------------------------------------------------------------------------------- (Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)Payment of Filing Fee (Check the appropriate box): /X/ No fee required. /_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee paid: - -------------------------------------------------------------------------------- /_/ Fee paid previously with preliminary materials: - -------------------------------------------------------------------------------- /_/ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: - -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: - -------------------------------------------------------------------------------- (3) Filing Party: - -------------------------------------------------------------------------------- (4) Date Filed 2 Western Investment LLC ("WILLC"), together with the other participants named herein, is filing materials contained in this Schedule 14A with the Securities and Exchange Commission ("SEC") in connection with the solicitation of proxies for the election of five nominees as Trustees at the 2006 annual meeting of shareholders (the "Annual Meeting") of First Trust Value Line(R) Dividend Fund ("First Trust"). WILLC has not yet filed a proxy statement with the SEC with regard to the Annual Meeting. Item 1: On June 27, 2006, Arthur D. Lipson delivered the following letter to First Trust notifying First Trust of Mr. Lipson's intent to nominate five candidates for election as Trustees of First Trust at the Annual Meeting. ARTHUR D. LIPSON c/o WESTERN INVESTMENT LLC 2855 EAST COTTONWOOD PARKWAY, SUITE 110 SALT LAKE CITY, UTAH 84121 June 27, 2006 BY FEDERAL EXPRESS First Trust Value Line(R) Dividend Fund 1001 Warrenville Road, Suite 300 Lisle, Illinois 60532 Attn: Corporate Secretary Re: NOTICE OF INTENTION TO NOMINATE INDIVIDUALS FOR ELECTION AS TRUSTEES AT THE 2006 ANNUAL MEETING OF SHAREHOLDERS OF FIRST TRUST VALUE LINE(R) DIVIDEND FUND Dear Sir: This letter shall serve to satisfy the advance notice requirements of Article III, Section 3(b) of the Bylaws, as amended and restated on December 13, 2005 (the "Bylaws"), of First Trust Value Line(R) Dividend Fund ("First Trust") as to the nomination by Arthur D. Lipson of five (5) nominees for election as Trustees of First Trust at the 2006 annual meeting of shareholders of First Trust, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the "2006 Annual Meeting"). This letter and all Schedules and Exhibits attached hereto are collectively referred to as the "Notice." Arthur D. Lipson is the beneficial owner of 2,000,575 shares of common stock, $.01 par value per share (the "Common Stock"), of First Trust, 1,000 shares of which are held of record by Arthur D. Lipson. Arthur D. Lipson's address, as believed to appear on First Trust's books, is Box 71869, Salt Lake City, Utah 84171-0869. Through this Notice, Arthur D. Lipson hereby nominates and notifies you of his intent to nominate Arthur D. Lipson, Matthew S. Crouse, Robert Ferguson, James R. Merchant and Philip Cooper as nominees (the "Nominees") to be elected as Trustees of First Trust at the 2006 Annual Meeting. Arthur D. Lipson believes that the terms of five (5) Trustees of First Trust expire at the 2006 Annual Meeting. To the extent there are in excess of five (5) Trustees up for election at the 2006 Annual Meeting or First Trust increases the number of Trustees serving office, Arthur D. Lipson reserves the right to nominate additional nominees to be elected as Trustees at the 2006 Annual Meeting. Any additional nominations made pursuant to the preceding sentence are without prejudice to the position of Arthur D. Lipson that any attempt by First Trust to increase the number of Trustees serving office would constitute an unlawful manipulation of First Trust's corporate machinery. If this Notice shall be deemed for any reason to be ineffective with respect to the nomination of any of the Nominees at the 2006 Annual Meeting, or if any individual Nominee shall be unable to serve for any reason, this Notice shall continue to be effective with respect to the remaining Nominee(s) and as to any replacement Nominee(s) selected by Arthur D. Lipson. 3 The information concerning the Nominees and the shareholder giving this Notice required by Article III, Section 3(b) of the Bylaws is set forth below: (i) NAME, AGE, DATE OF BIRTH, BUSINESS ADDRESS, RESIDENCE ADDRESS AND NATIONALITY OF THE NOMINEES: Name, Age, Date of Birth and Nationality Business Address Residence Address - ------------------------ ---------------- ----------------- Arthur D. Lipson c/o Western Investment LLC 8011 S. Dazzling View Circle Age: 63 2855 E. Cottonwood Parkway Salt Lake City, UT 84121 DOB: November 30, 1942 Suite 110 Nationality: USA Salt Lake City, UT 84121 Matthew S. Crouse c/o Western Investment LLC 3156 Old Ridge Circle Age: 34 2855 E. Cottonwood Parkway Salt Lake City, UT 84121 DOB: November 11, 1971 Suite 110 Nationality: USA Salt Lake City, UT 84121 Robert Ferguson c/o Benchmark Plus 6135 Bayview Drive NE Age: 49 Management, L.L.C. Tacoma, WA 98422 DOB: July 30, 1956 820 A Street, Suite 700 Nationality: USA Tacoma, WA 98402 James R. Merchant c/o Benchmark Plus 7917 35th Street W Age: 46 Management, L.L.C. University Place, WA 98466 DOB: October 6, 1959 820 A Street, Suite 700 Nationality: USA Tacoma, WA 98402 Philip Cooper 55 Old Bedford Road 144 Sandy Pond Road Age: 54 Lincoln, MA 01773 Lincoln, MA 01773 DOB: July 18, 1951 Nationality: USA (ii) CLASS OR SERIES AND NUMBER OF SHARES OF FIRST TRUST OWNED OF RECORD OR BENEFICIALLY BY EACH NOMINEE: Name Class / Series Beneficial / Record Ownership ---- -------------- ----------------------------- Arthur D. Lipson Common Stock, Mr. Lipson beneficially owns 2,000,575 shares $.01 par value of Common Stock consisting of 1,000 shares held directly by Mr. Lipson and 1,999,575 shares beneficially owned by Western Investment LLC ("WILLC"). Mr. Lipson may be deemed to beneficially own the 1,999,575 shares of Common Stock beneficially owned by WILLC by virtue of his ability to vote and dispose of such shares as the sole managing member of WILLC. 4 Matthew S. Crouse N/A None Robert Ferguson Common Stock, Mr. Ferguson beneficially owns 1,165,300 shares $.01 par value of Common Stock consisting of 722,100 shares beneficially owned by Benchmark Plus Management, L.L.C. ("BPM") and 443,200 shares beneficially owned by Paradigm Partners, N.W., Inc. ("PPNW"). Mr. Ferguson may be deemed to beneficially own the 722,100 shares of Common Stock beneficially owned by BPM and the 443,200 shares beneficially owned by PPNW by virtue of his ability to vote and dispose of such shares as a managing member of BPM and a principal of PPNW. James R. Merchant N/A None Philip Cooper N/A None (iii) WHETHER THE SHAREHOLDER GIVING THIS NOTICE BELIEVES ANY NOMINEE IS OR WILL BE AN "INTERESTED PERSON" OF FIRST TRUST, AS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "1940 ACT"), AND, IF NOT AN "INTERESTED PERSON," INFORMATION REGARDING EACH NOMINEE THAT WILL BE SUFFICIENT FOR FIRST TRUST TO MAKE SUCH DETERMINATION: Arthur D. Lipson does not believe any Nominee is or will be an "interested person" of First Trust, as defined in the 1940 Act. Arthur D. Lipson does not believe there is any relevant information other than the information already set forth herein regarding any of the Nominees that would allow First Trust to make a determination to the contrary. (iv) THE WRITTEN AND SIGNED CONSENT OF EACH NOMINEE TO BE NAMED AS A NOMINEE AND TO SERVE AS A TRUSTEE IF ELECTED: The written and signed consents of the Nominees named in this Notice and to be named as a nominee in any proxy statement filed by Arthur D. Lipson and/or his affiliates in connection with the 2006 Annual Meeting and to serve as a Trustee of First Trust if so elected are attached hereto as Exhibit A. (v) THE DESCRIPTION OF AND TEXT OF THE PROPOSAL TO ELECT THE NOMINEES: The text of Arthur D. Lipson's proposal to elect the Nominees is as follows: "To elect Arthur D. Lipson, Matthew S. Crouse, Robert Ferguson, James R. Merchant and Philip Cooper as Trustees of First Trust, in opposition to First Trust's incumbent Trustees whose terms expire at the Annual Meeting." 5 (vi) WRITTEN STATEMENT OF THE REASONS WHY THE SHAREHOLDER SUBMITTING THIS NOTICE FAVORS THE PROPOSAL TO ELECT THE NOMINEES: Arthur D. Lipson proposes to nominate the Nominees for election as Trustees at the 2006 Annual Meeting as he believes the Nominees will work to maximize shareholder value. (vii) THE CLASS OR SERIES AND NUMBER OF SHARES OF FIRST TRUST OWNED BENEFICIALLY AND OF RECORD BY THE SHAREHOLDER GIVING THIS NOTICE: See Item (ii) above. (viii) ANY MATERIAL INTEREST OF THE SHAREHOLDER GIVING THIS NOTICE IN THE MATTER PROPOSED: Arthur D. Lipson does not have a material interest in the matter proposed herein except as otherwise set forth herein. (ix) REPRESENTATION THAT THE SHAREHOLDER GIVING THIS NOTICE INTENDS TO APPEAR IN PERSON OR BY PROXY AT THE 2006 ANNUAL MEETING TO ACT ON THE MATTER PROPOSED: Arthur D. Lipson intends to appear in person or by proxy at the 2006 Annual Meeting to act on the matter proposed herein. (x) DESCRIPTION OF ALL ARRANGEMENTS OR UNDERSTANDINGS BETWEEN THE SHAREHOLDER GIVING THIS NOTICE AND EACH NOMINEE AND ANY OTHER PERSON OR PERSONS PURSUANT TO WHICH THE NOMINATIONS ARE TO BE MADE BY THE SHAREHOLDER: On June 27, 2006, Western Investment Hedged Partners, L.P., Western Investment Total Return Master Fund Ltd., Western Investment Activism Partners LLC, Western Investment LLC, Benchmark Plus Institutional Partners, L.L.C., Benchmark Plus Management, L.L.C., Benchmark Plus Partners, L.L.C., Paradigm Partners, N.W., Inc., Scott Franzblau, Michael Dunmire and each of the Nominees (collectively, the "Group") entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of First Trust, (b) the parties agreed to vote in favor of the election of the Nominees and to solicit proxies or written consents for the election of the Nominees, or any other person(s) nominated by Arthur D. Lipson as Trustees of First Trust at the 2006 Annual Meeting (the "Solicitation"), and (c) Western Investment LLC agreed to bear all expenses incurred in connection with the Group's activities, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. The information contained in the Schedule 13D filed or to be filed by the members of the Group with respect to First Trust is deemed incorporated by reference herein and accordingly all information contained in this Notice is deemed to be supplemented by the information in the Schedule 13D. 6 Other than as stated herein, there are no arrangements or understandings between Arthur D. Lipson and each Nominee or any other person or persons pursuant to which the nominations described herein are to be made, other than the consents by the Nominees to be named as a nominee in this Notice, to be named as a nominee in any proxy statement filed by Arthur D. Lipson and/or his affiliates in connection with the 2006 Annual Meeting and to serve as a Trustee of First Trust, if so elected. (xi) EVIDENCE ESTABLISHING INDIRECT OWNERSHIP OF, AND ENTITLEMENT TO VOTE, SHARES BENEFICIALLY OWNED BY THE SHAREHOLDER GIVING THIS NOTICE AT THE 2006 ANNUAL MEETING: See brokerage reports attached hereto as Exhibit B and the Schedule 13D, as amended, filed by certain members of the Group with respect to First Trust, attached hereto as Exhibit C. Since the filing of the last amendment to the Schedule 13D on February 17, 2006, there have been additional transactions in securities of First Trust which appear on Schedule A hereto. (xii) ANY OTHER INFORMATION REGARDING THE NOMINEES REQUIRED BY PARAGRAPHS A, D, E AND F OF ITEM 401 OF REGULATION S-K OR PARAGRAPH B OF ITEM 22 OF RULE 14A 101 OF SCHEDULE 14A UNDER THE EXCHANGE ACT AND ANY OTHER INFORMATION REGARDING THE NOMINEES AND THE SHAREHOLDER GIVING THIS NOTICE THAT WOULD BE REQUIRED TO BE DISCLOSED IN A PROXY STATEMENT OR OTHER FILINGS REQUIRED TO BE MADE IN CONNECTION WITH SOLICITATION OF PROXIES FOR ELECTION OF TRUSTEES OR DIRECTORS PURSUANT TO SECTION 14 OF THE EXCHANGE ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER: ARTHUR D. LIPSON has been the sole managing member of Western Investment LLC, a Delaware limited liability company that acts as the managing member, general partner and investment manager, as the case may be, of Western Investment Hedged Partners, L.P., Western Investment Total Return Master Fund Ltd. and Western Investment Activism Partners LLC (collectively, the "Funds"), since May 1997. The principal business of the Funds is acquiring, holding and disposing of investments in various companies. Mr. Lipson received a Master of Science degree from Columbia University and a Bachelor of Science degree from the California Institute of Technology. MATTHEW S. CROUSE has served as a portfolio manager at Western Investment LLC since February 2003. From January 2002 to January 2003, he served as the Manager of Market Risk Control for Duke Energy, a utility company with an affiliated real estate operation. From June 2000 to December 2001, he served as Manager/Director of Research for The New Power Company, a retail energy supplier. Mr. Crouse received a Ph.D. in Electrical Engineering from Rice University and a Master of Business Administration degree from the University of Houston. ROBERT FERGUSON has served as a principal of Benchmark Plus Management, L.L.C., the managing member of Benchmark Plus Institutional Partners, L.L.C. ("BPIP"), since 1997. BPIP is in the business of acquiring, holding and disposing of investments in various companies. Mr. Ferguson received a Master of Business Administration degree from The Wharton School of Business, University of Pennsylvania and a Bachelor of Science degree in Business Administration from Oregon State University. 7 JAMES R. MERCHANT has served as Chief Financial Officer of Benchmark Plus Management, L.L.C., the managing member of Benchmark Plus Institutional Partners, L.L.C. ("BPIP"), since January 2004. BPIP is in the business of acquiring, holding and disposing of investments in various companies. From June 2001 to January 2004, he was a Manager with the accounting firm of Grant Thornton, LLP. From July 1998 to March 2005, Mr. Merchant was the Controller of Northwest Leadership Foundation, a non-profit urban ministry. He has also served as the Treasurer of Trinity Presbyterian Church in Tacoma, Washington since November 2003. Mr. Merchant received a Bachelor of Science degree from Stanford University. PHILIP COOPER was a Managing Director and Head of the Private Equity Group of Goldman Sachs Group, Inc., a global investment banking and securities firm, from August 1996 to June 2004. He has been a private investor since July 2004. Mr. Cooper received a Bachelor of Science degree from Syracuse University and a Master of Science degree in Management from the Massachusetts Institute of Technology. The following table sets forth the name, address and beneficial ownership of securities of the shareholder giving this Notice as well as all the members of the Group. Reference is made to the Schedule 13D filed and to be filed with the Securities and Exchange Commission for more information regarding the members of the Group. Name and Address Class/Series Ownership ---------------- -------------- --------- Western Investment Hedged Common Stock, 909,010 shares owned beneficially. Partners, L.P. ("WIHP") $.01 par value See Schedule A for all transactions 2855 East Cottonwood Parkway in securities of First Trust by Suite 110 WIHP during the past 2 years. Salt Lake City, Utah 84121 Western Investment Total Return Common Stock, 143,000 shares owned beneficially. Master Fund Ltd. ("WITR") $.01 par value See Schedule A for all transactions 2855 East Cottonwood Parkway in securities of First Trust by Suite 110 WITR during the past 2 years. Salt Lake City, Utah 84121 Western Investment Activism Common Stock, 947,565 shares owned beneficially. Partners LLC ("WIAP") $.01 par value See Schedule A for all transactions 2855 East Cottonwood Parkway in securities of First Trust by Suite 110 WIAP during the past 2 years. Salt Lake City, Utah 84121 8 Western Investment LLC Common Stock, 1,999,575 shares owned beneficially. ("WILLC") $.01 par value As the general partner, managing 2855 East Cottonwood Parkway member and investment manager, as Suite 110 the case may be, of WIHP, WITR and Salt Lake City, Utah 84121 WIAP, WILLC may be deemed to beneficially own the 1,999,575 shares of Common Stock owned in the aggregate by WIHP, WITR and WIAP. Arthur D. Lipson Common Stock, 2,000,575 shares owned beneficially. $.01 par value Mr. Lipson may also be deemed to 2855 East Cottonwood Parkway beneficially own the 1,999,575 Suite 110 shares of Common Stock beneficially Salt Lake City, Utah 84121 owned by WILLC by virtue of his ability to vote and dispose of such shares as the sole managing member of WILLC. See Schedule A for all transactions in securities of First Trust by Mr. Lipson during the past 2 years. Benchmark Plus Institutional Common Stock, 722,100 shares owned beneficially. Partners, L.L.C. ("BPIP") $.01 par value See Schedule A for all transactions 820 A Street, Suite 700 in securities of First Trust by Tacoma, Washington 98402 BPIP during the past 2 years. Benchmark Plus Management, Common Stock, 722,100 shares owned beneficially. L.L.C. ("BPM") $.01 par value BPM may be deemed to beneficially 820 A Street, Suite 700 own the 722,100 shares of Common Tacoma, Washington 98402 Stock beneficially owned by BPIP by virtue of its ability to vote and dispose of such shares as the managing member of BPIP. 9 Benchmark Plus Partners, Common Stock, 443,200 shares owned beneficially. L.L.C. ("BPP") $.01 par value See Schedule A for all transactions 820 A Street, Suite 700 in securities of First Trust by BPP Tacoma, Washington 98402 during the past 2 years. Paradigm Partners, N.W., Common Stock, 443,200 shares owned beneficially. Inc. ("PPNW") $.01 par value PPNW may be deemed to beneficially 820 A Street, Suite 700 own the 443,200 shares of Common Tacoma, Washington 98402 Stock beneficially owned by BPP by virtue of its ability to vote and dispose of such shares as the managing member of BPP. Scott Franzblau Common Stock, 722,100 shares owned beneficially. $.01 par value Mr. Franzblau may be deemed to 820 A Street, Suite 700 beneficially own the 722,100 shares Tacoma, Washington 98402 of Common Stock beneficially owned by BPIP by virtue of his ability to vote and dispose of such shares as a managing member of BPM, which in turn is the managing member of BPIP. Robert Ferguson Common Stock, 1,165,300 shares owned beneficially. $.01 par value Mr. Ferguson may be deemed to 820 A Street, Suite 700 beneficially own the 722,100 shares Tacoma, Washington 98402 of Common Stock beneficially owned by BPIP by virtue of his ability to vote and dispose of such shares as a managing member of BPM, which in turn is the managing member of BPIP. Mr. Ferguson may also be deemed to beneficially own the 443,200 shares of Common Stock beneficially owned by BPP by virtue of his ability to vote and dispose of such shares as a principal of PPNW, which in turn is the managing member of BPP. 10 Michael Dunmire Common Stock, 1,165,300 shares owned beneficially. $.01 par value Mr. Dunmire may be deemed to 820 A Street, Suite 700 beneficially own the 722,100 shares Tacoma, Washington 98402 of Common Stock beneficially owned by BPIP by virtue of his ability to vote and dispose of such shares as a managing member of BPM, which in turn is the managing member of BPIP. Mr. Dunmire may also be deemed to beneficially own the 443,200 shares of Common Stock beneficially owned by BPP by virtue of his ability to vote and dispose of such shares as a principal of PPNW, which in turn is the managing member of BPP. For information regarding purchases and sales during the past two years of securities of First Trust by Western Investment Institutional Partners LLC, an entity controlled by Mr. Lipson that no longer owns any securities of First Trust, please see Schedule A. Messrs. Crouse, Ferguson, Merchant and Cooper have not purchased or sold any securities of First Trust during the past two years. Except as set forth in this Notice (including the Schedules and Exhibits hereto), (i) during the past 10 years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no member of the Group directly or indirectly beneficially owns any securities of First Trust; (iii) no member of the Group owns any securities of First Trust which are owned of record but not beneficially; (iv) no member of the Group has purchased or sold any securities of First Trust during the past two years; (v) no part of the purchase price or market value of the securities of First Trust owned by any member of the Group is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no member of the Group is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of First Trust, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any member of the Group owns beneficially, directly or indirectly, any securities of First Trust; (viii) no member of the Group owns beneficially, directly or indirectly, any securities of any parent or subsidiary of First Trust; (ix) no member of the Group or any of his/its associates was a party to any transaction, or series of similar transactions, since the beginning of First Trust's last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which First Trust or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $60,000; and (x) no member of the Group or any of his/its associates has any arrangement or understanding with any person with respect to any future employment by First Trust or its affiliates, or with respect to any future transactions to which First Trust or any of its affiliates will or may be a party. 11 As of June 27, 2006, the dollar range of shares of Common Stock of First Trust beneficially owned by each Nominee is as follows: Aggregate Dollar Range of Equity Securities in All Funds to be Overseen by Nominee in Dollar Range of Equity the First Trust Family of Name of Nominee Securities in First Trust Investment Companies* - ---------------------- --------------------------- -------------------------------- Arthur D. Lipson Over $100,000 Over $100,000 Robert Ferguson Over $100,000 Over $100,000 Matthew S. Crouse None None James R. Merchant None None Philip Cooper None None *If elected as Trustees, the Nominees would not oversee any other registered investment company within the First Trust family of investment companies. 12 Please address any correspondence to Arthur D. Lipson, telephone (801) 942-7803, facsimile (801) 942-1625 (with a copy to my counsel, Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th Street, New York, New York 10022, Attention: Steven Wolosky, Esq., telephone (212) 451-2333, facsimile (212) 451-2222). The giving of this Notice is not an admission that any procedures for notice concerning the nomination of Trustees of First Trust are legal, valid or binding, and Arthur D. Lipson reserves the right to challenge their validity. Very truly yours, /s/ Arthur D. Lipson ----------------------------- ARTHUR D. LIPSON 13 SCHEDULE A TRANSACTIONS IN THE COMMON STOCK OF FIRST TRUST Transaction Quantity Date Price ($) - ------------------ ----------------- -------------------- ------------------ WESTERN INVESTMENT HEDGED PARTNERS, L.P. BUY 3,600 11/05/2004 15.0079 BUY 4,400 11/08/2004 15.0010 BUY 8,300 11/11/2004 15.0546 BUY 10,000 11/12/2004 15.2347 BUY 4,000 11/18/2004 15.1229 BUY 2,000 11/22/2004 15.0563 BUY 2,300 11/23/2004 15.0574 SELL 12,900 12/31/2004 15.4588 SELL 18,600 12/31/2004 15.4590 SELL 72,100 12/31/2004 15.4510 BUY 1,900 02/16/2005 14.7600 BUY 1,800 02/25/2005 14.6380 BUY 1,300 03/07/2005 14.8744 BUY 900 03/08/2005 14.8700 BUY 1,000 03/22/2005 14.3400 BUY 5,000 03/22/2005 14.4800 BUY 1,000 03/23/2005 14.2800 BUY 2,800 03/24/2005 14.2400 BUY 1,000 03/28/2005 14.2200 BUY 3,000 03/31/2005 14.2900 BUY 1,000 04/05/2005 14.2700 BUY 4,400 04/06/2005 14.3848 BUY 7,500 04/07/2005 14.4130 BUY 2,900 04/22/2005 14.1179 BUY 7,000 05/10/2005 14.4500 BUY 5,000 05/11/2005 14.3500 BUY 900 05/31/2005 14.6000 BUY 600 06/07/2005 14.6300 BUY 1,800 06/14/2005 14.6611 BUY 700 06/15/2005 14.6700 BUY 1,150 07/25/2005 15.0600 BUY 2,800 08/02/2005 15.1649 BUY 1,100 08/03/2005 15.1990 BUY 5,000 10/04/2005 14.9148 BUY 14,100 10/05/2005 14.7670 BUY 4,900 10/06/2005 14.5947 BUY 23,100 10/07/2005 14.5602 BUY 6,500 10/10/2005 14.4974 BUY 26,900 10/11/2005 14.4817 14 Transaction Quantity Date Price ($) - ------------------ ----------------- -------------------- ------------------ BUY 8,300 10/12/2005 14.3402 BUY 21,800 10/13/2005 14.2446 BUY 24,900 10/14/2005 14.2795 BUY 29,500 10/17/2005 14.3671 BUY 12,600 10/18/2005 14.3523 BUY 800 10/18/2005 14.3800 BUY 3,300 10/19/2005 14.3706 BUY 14,000 10/19/2005 14.3654 BUY 600 10/20/2005 14.4400 BUY 6,600 10/20/2005 14.4458 BUY 25,800 10/21/2005 14.3850 BUY 900 10/21/2005 14.3978 BUY 15,600 10/24/2005 14.5251 BUY 15,000 10/24/2005 14.4819 BUY 14,200 10/25/2005 14.5082 BUY 2,300 10/25/2005 14.5000 BUY 19,900 10/26/2005 14.5425 BUY 4,500 10/27/2005 14.4653 BUY 29,100 10/28/2005 14.5661 BUY 6,300 10/28/2005 14.5268 BUY 27,600 10/31/2005 14.7293 BUY 5,300 10/31/2005 14.7323 BUY 3,100 11/01/2005 14.6755 BUY 22,500 11/02/2005 14.7362 BUY 2,900 11/02/2005 14.8166 BUY 4,600 11/03/2005 14.8831 BUY 7,000 11/03/2005 14.8816 BUY 11,100 11/04/2005 14.7955 BUY 19,200 11/07/2005 14.8976 BUY 8,000 11/08/2005 14.8701 BUY 100 11/08/2005 14.9100 BUY 30,100 11/09/2005 14.9449 BUY 3,500 11/09/2005 14.9559 BUY 61,400 11/10/2005 14.9629 BUY 500 11/10/2005 15.0200 BUY 19,000 11/11/2005 15.0445 BUY 2,600 11/11/2005 15.0592 BUY 2,200 11/14/2005 15.0564 BUY 1,100 11/14/2005 15.0664 BUY 18,900 11/16/2005 14.9968 BUY 400 11/16/2005 15.0200 BUY 25,300 11/17/2005 15.0634 BUY 6,060 11/17/2005 15.0570 BUY 27,000 11/30/2005 15.3100 15 Transaction Quantity Date Price ($) - ------------------ ----------------- -------------------- ------------------ BUY 2,300 11/30/2005 15.3205 BUY 32,900 12/01/2005 15.3527 BUY 45,000 12/02/2005 15.3907 BUY 4,300 12/05/2005 15.3563 BUY 70,000 12/05/2005 15.4127 BUY 9,000 12/19/2005 13.9006 BUY 34,700 12/21/2005 13.9012 BUY 5,300 12/27/2005 13.9465 BUY 100 12/29/2005 13.9300 SELL 100 01/09/2006 14.4045 BUY 3,000 06/23/2006 14.3143 WESTERN INVESTMENT ACTIVISM PARTNERS LLC BUY 61,550 11/28/2005 15.2300 BUY 3,900 11/30/2005 15.3205 SELL 1,600 11/30/2005 15.2982 BUY 26,900 11/30/2005 15.3100 SELL 2,900 12/01/2005 15.4056 BUY 35,800 12/01/2005 15.3527 SELL 385 12/02/2005 15.4045 BUY 45,700 12/02/2005 15.3907 BUY 2,300 12/05/2005 15.3900 BUY 79,700 12/05/2005 15.4127 SELL 7,000 12/05/2005 15.3944 BUY 4,400 12/05/2005 15.3563 BUY 7,900 12/06/2005 15.4142 BUY 500 12/06/2005 15.4500 SELL 4,200 12/06/2005 15.4208 BUY 300 12/07/2005 15.3217 SELL 6,800 12/07/2005 15.3047 SELL 600 12/08/2005 15.3393 BUY 30,600 12/09/2005 15.3349 BUY 5,000 12/12/2005 15.5046 SELL 5,000 12/12/2005 15.5193 BUY 3,100 12/12/2005 15.4439 BUY 10,200 01/03/2006 14.0198 BUY 3,500 01/26/2006 14.2964 BUY 44,900 01/27/2006 14.4059 BUY 7,200 01/30/2006 14.3489 BUY 29,500 01/30/2006 14.3675 BUY 5,000 01/31/2006 14.3020 BUY 56,300 01/31/2006 14.2840 BUY 43,700 02/01/2006 14.3173 16 Transaction Quantity Date Price ($) - ------------------ ----------------- -------------------- ------------------ BUY 9,500 02/02/2006 14.2738 BUY 14,800 02/06/2006 14.1980 BUY 3,100 02/07/2006 14.1797 BUY 55,000 02/08/2006 14.1366 BUY 23,100 02/09/2006 14.2121 BUY 31,200 02/10/2006 14.1590 BUY 30,900 02/13/2006 14.1787 BUY 30,900 02/14/2006 14.2373 BUY 19,600 02/15/2006 14.3044 BUY 30,800 02/16/2006 14.3818 BUY 28,100 02/17/2006 14.4256 BUY 7,800 02/21/2006 14.4672 BUY 62,500 02/22/2006 14.5263 BUY 56,200 02/23/2006 14.5659 BUY 7,400 02/24/2006 14.5574 BUY 10,600 02/24/2006 14.5524 BUY 3,500 02/27/2006 14.5729 BUY 42,300 02/27/2006 14.5810 BUY 800 03/01/2006 14.4400 WESTERN INVESTMENT TOTAL RETURN MASTER FUND, LTD. SELL 13,200 12/22/2004 15.6800 SELL 3,200 12/31/2004 15.4564 BUY 4,500 11/15/2005 15.0902 BUY 22,500 11/15/2005 15.0652 BUY 3,300 11/18/2005 15.1297 BUY 30,700 11/18/2005 15.1105 BUY 7,700 11/21/2005 15.1910 BUY 21,500 11/21/2005 15.1977 BUY 47,900 11/22/2005 15.2399 BUY 4,900 01/04/2006 14.0220 WESTERN INVESTMENT INSTITUTIONAL PARTNERS LLC BUY 3,500 11/05/2004 15.0079 BUY 4,400 11/08/2004 15.0010 BUY 4,200 11/10/2004 15.0026 BUY 8,200 11/11/2004 15.0546 BUY 10,000 11/12/2004 15.2347 BUY 3,600 11/18/2004 15.1231 BUY 1,800 11/22/2004 15.0566 BUY 2,200 11/23/2004 15.0575 BUY 13,200 12/22/2004 15.6800 17 Transaction Quantity Date Price ($) - ------------------ ----------------- -------------------- ------------------ SELL 21,400 12/31/2004 15.4506 SELL 37,900 12/31/2004 15.4509 BUY 1,800 02/16/2005 14.7600 BUY 1,800 02/25/2005 14.6380 BUY 1,200 03/07/2005 14.8744 BUY 800 03/08/2005 14.8700 BUY 1,000 03/22/2005 14.3400 BUY 5,000 03/22/2005 14.4800 BUY 1,000 03/23/2005 14.2800 BUY 2,800 03/24/2005 14.2400 BUY 1,000 03/28/2005 14.2200 BUY 3,000 03/31/2005 14.2900 BUY 500 04/01/2005 14.3980 BUY 1,000 04/05/2005 14.2700 BUY 4,300 04/06/2005 14.3848 BUY 7,400 04/07/2005 14.4130 BUY 2,900 04/22/2005 14.1179 BUY 7,000 05/10/2005 14.4500 BUY 5,000 05/11/2005 14.3500 BUY 4,000 05/11/2005 14.3700 BUY 2,000 05/17/2005 14.3600 BUY 900 05/31/2005 14.6000 BUY 500 06/08/2005 14.6200 BUY 1,800 06/14/2005 14.6611 BUY 1,150 07/25/2005 15.0600 BUY 2,700 08/02/2005 15.1649 BUY 1,000 08/03/2005 15.1990 SELL 61,550 11/28/2005 15.2300 BENCHMARK PLUS PARTNERS, L.L.C. BUY 2,700 08/11/2005 15.0082 BUY 1,600 08/17/2005 14.9187 BUY 7,300 08/18/2005 14.8649 BUY 22,800 08/24/2005 14.8988 BUY 1,500 08/26/2005 14.8000 BUY 2,300 09/01/2005 14.8639 BUY 8,500 09/02/2005 14.9183 BUY 3,200 09/06/2005 15.0538 BUY 1,800 09/07/2005 15.0784 BUY 1,900 09/08/2005 15.0270 BUY 7,200 09/09/2005 15.0672 BUY 700 09/12/2005 15.0800 BUY 2,700 09/13/2005 15.0150 18 Transaction Quantity Date Price ($) - ------------------ ----------------- -------------------- ------------------ BUY 2,800 09/14/2005 15.0120 BUY 7,500 09/15/2005 14.9593 BUY 7,500 09/16/2005 15.0117 BUY 4,600 09/19/2005 15.0312 BUY 2,900 09/20/2005 14.9950 BUY 900 09/21/2005 14.8200 BUY 4,900 09/23/2005 14.7289 BUY 14,100 09/26/2005 14.7718 BUY 9,000 09/27/2005 14.7278 BUY 5,000 09/28/2005 14.7736 BUY 18,800 09/29/2005 14.8024 BUY 4,300 09/30/2005 14.8791 BUY 11,400 10/03/2005 14.8815 BUY 3,900 10/04/2005 14.9148 BUY 4,900 11/28/2005 15.3016 BUY 33,600 12/06/2005 15.4380 BUY 16,800 12/14/2005 15.5710 BUY 10,000 12/15/2005 15.6000 BUY 15,000 12/19/2005 13.9237 BUY 15,900 12/20/2005 13.8789 BUY 44,700 12/22/2005 13.9216 BUY 38,600 12/23/2005 13.9458 BUY 10,000 02/24/2006 14.5574 BUY 11,000 02/27/2006 14.5810 BUY 19,300 02/28/2006 14.4738 BUY 4,900 03/06/2006 14.3557 BUY 3,500 03/07/2006 14.3000 BUY 4,900 03/08/2006 14.3306 BUY 5,500 03/09/2006 14.3435 BUY 11,600 03/10/2006 14.4103 BUY 6,500 03/13/2006 14.4392 BUY 10,100 03/14/2006 14.5647 BUY 14,600 03/15/2006 14.5917 BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C. BUY 14,700 08/11/2005 15.0082 BUY 29,500 08/12/2005 14.9681 BUY 27,700 08/15/2005 15.0278 BUY 15,300 08/16/2005 15.0041 BUY 4,700 08/17/2005 14.9187 BUY 4,400 08/19/2005 14.8952 BUY 35,100 08/22/2005 14.9075 BUY 34,100 08/23/2005 14.9085 19 Transaction Quantity Date Price ($) - ------------------ ----------------- -------------------- ------------------ BUY 21,400 08/25/2005 14.8486 BUY 6,200 08/29/2005 14.8031 BUY 12,100 08/30/2005 14.7507 BUY 22,000 08/31/2005 14.8283 BUY 9,100 09/01/2005 14.8639 BUY 33,900 09/02/2005 14.9183 BUY 12,800 09/06/2005 15.0538 BUY 7,100 09/07/2005 15.0784 BUY 7,700 09/08/2005 15.0270 BUY 7,200 09/09/2005 15.0672 BUY 10,900 09/13/2005 15.0150 BUY 7,300 09/14/2005 15.0120 BUY 19,200 09/15/2005 14.9593 BUY 19,300 09/16/2005 15.0117 BUY 11,700 09/19/2005 15.0312 BUY 7,600 09/20/2005 14.9950 BUY 2,500 09/21/2005 14.8200 BUY 12,600 09/23/2005 14.7289 BUY 36,100 09/26/2005 14.7718 BUY 23,300 09/27/2005 14.7278 BUY 12,700 09/28/2005 14.7736 BUY 48,400 09/29/2005 14.8024 BUY 10,900 09/30/2005 14.8791 BUY 29,300 10/03/2005 14.8815 BUY 10,000 10/04/2005 14.9148 BUY 4,300 11/23/2005 15.2323 BUY 3,300 11/25/2005 15.2879 BUY 45,500 12/07/2005 15.3289 BUY 40,600 12/08/2005 15.3110 BUY 1,300 12/13/2005 15.5154 BUY 16,800 12/14/2005 15.5710 BUY 10,100 12/15/2005 15.6000 BUY 17,500 12/19/2005 13.9236 BUY 15,900 12/20/2005 13.8789 ARTHUR D. LIPSON BUY 1,000 12/20/2005 15.4200 20 EXHIBIT A CONSENTS OF NOMINEES 21 ARTHUR D. LIPSON C/O WESTERN INVESTMENT LLC 2855 E. COTTONWOOD PARKWAY, SUITE 110 SALT LAKE CITY, UTAH 84121 June 27, 2006 First Trust Value Line(R) Dividend Fund 1001 Warrenville Road, Suite 300 Lisle, Illinois 60532 Attn: Corporate Secretary Dear Sir: You are hereby notified that the undersigned consents to (i) being named as a nominee in the notice provided by Arthur D. Lipson of his intention to nominate the undersigned as a Trustee of First Trust Value Line(R) Dividend Fund ("First Trust") at the 2006 annual meeting of shareholders, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named as a nominee in any proxy statement filed by Mr. Lipson and/or his affiliates in connection with the solicitation of proxies or written consents for election of the undersigned at the Annual Meeting, and (iii) serving as a Trustee of First Trust if elected at the Annual Meeting. Very truly yours, /s/ Arthur D. Lipson Arthur D. Lipson 22 > MATTHEW S. CROUSE C/O WESTERN INVESTMENT LLC 2855 E. COTTONWOOD PARKWAY, SUITE 110 SALT LAKE CITY, UTAH 84121 June 27, 2006 First Trust Value Line(R) Dividend Fund 1001 Warrenville Road, Suite 300 Lisle, Illinois 60532 Attn: Corporate Secretary Dear Sir: You are hereby notified that the undersigned consents to (i) being named as a nominee in the notice provided by Arthur D. Lipson of his intention to nominate the undersigned as a Trustee of First Trust Value Line(R) Dividend Fund ("First Trust") at the 2006 annual meeting of shareholders, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named as a nominee in any proxy statement filed by Mr. Lipson and/or his affiliates in connection with the solicitation of proxies or written consents for election of the undersigned at the Annual Meeting, and (iii) serving as a Trustee of First Trust if elected at the Annual Meeting. Very truly yours, /s/ Matthew S. Crouse Matthew S. Crouse 23 JAMES R. MERCHANT BENCHMARK PLUS MANAGEMENT, L.L.C. 820 A STREET, SUITE 700 TACOMA, WASHINGTON 98402 June 27, 2006 First Trust Value Line(R) Dividend Fund 1001 Warrenville Road, Suite 300 Lisle, Illinois 60532 Attn: Corporate Secretary Dear Sir: You are hereby notified that the undersigned consents to (i) being named as a nominee in the notice provided by Arthur D. Lipson of his intention to nominate the undersigned as a Trustee of First Trust Value Line(R) Dividend Fund ("First Trust") at the 2006 annual meeting of shareholders, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named as a nominee in any proxy statement filed by Mr. Lipson and/or his affiliates in connection with the solicitation of proxies or written consents for election of the undersigned at the Annual Meeting, and (iii) serving as a Trustee of First Trust if elected at the Annual Meeting. Very truly yours, /s/ James R. Merchant James R. Merchant 24 ROBERT FERGUSON BENCHMARK PLUS MANAGEMENT, L.L.C. 820 A STREET, SUITE 700 TACOMA, WASHINGTON 98402 June 27, 2006 First Trust Value Line(R) Dividend Fund 1001 Warrenville Road, Suite 300 Lisle, Illinois 60532 Attn: Corporate Secretary Dear Sir: You are hereby notified that the undersigned consents to (i) being named as a nominee in the notice provided by Arthur D. Lipson of his intention to nominate the undersigned as a Trustee of First Trust Value Line(R) Dividend Fund ("First Trust") at the 2006 annual meeting of shareholders, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named as a nominee in any proxy statement filed by Mr. Lipson and/or his affiliates in connection with the solicitation of proxies or written consents for election of the undersigned at the Annual Meeting, and (iii) serving as a Trustee of First Trust if elected at the Annual Meeting. Very truly yours, /s/ Robert Ferguson Robert Ferguson 25 PHILIP COOPER 55 OLD BEDFORD ROAD LINCOLN, MASSACHUSETTS 01773 June 27, 2006 First Trust Value Line(R) Dividend Fund 1001 Warrenville Road, Suite 300 Lisle, Illinois 60532 Attn: Corporate Secretary Dear Sir: You are hereby notified that the undersigned consents to (i) being named as a nominee in the notice provided by Arthur D. Lipson of his intention to nominate the undersigned as a Trustee of First Trust Value Line(R) Dividend Fund ("First Trust") at the 2006 annual meeting of shareholders, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named as a nominee in any proxy statement filed by Mr. Lipson and/or his affiliates in connection with the solicitation of proxies or written consents for election of the undersigned at the Annual Meeting, and (iii) serving as a Trustee of First Trust if elected at the Annual Meeting. Very truly yours, /s/ Philip Cooper Philip Cooper 26 EXHIBIT B BROKERAGE REPORTS 27 EXHIBIT C SCHEDULE 13D, AS AMENDED 28 CERTAIN INFORMATION CONCERNING PARTICIPANTS Western Investment LLC ("WILLC"), together with the other Participants (as defined below) named herein, intends to make a preliminary filing with the Securities and Exchange Commission ("SEC") of a proxy statement and an accompanying proxy card to be used to solicit votes for the election as Trustees of a slate of nominees at the 2006 annual meeting of shareholders of First Trust Value Line(R) Dividend Fund, a Massachusetts business trust (the "First Trust"). WILLC STRONGLY ADVISES ALL SHAREHOLDERS OF FIRST TRUST TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF THE PROXY MATERIALS, WITHOUT CHARGE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO WILLC AT THE FOLLOWING NUMBER: (801) 942-6150. The participants in the proxy solicitation are anticipated to be WILLC, Arthur D. Lipson, Western Investment Hedged Partners LP ("WIHP"), Western Investment Total Return Master Fund Ltd. ("WITR"), Western Investment Activism Partners LLC ("WIAP"), Benchmark Plus Institutional Partners, L.L.C. ("BPIP"), Benchmark Plus Partners, L.L.C. ("BPP"), Benchmark Plus Management, L.L.C. ("BPM"), Paradigm Partners, N.W., Inc. ("PPNW"), Scott Franzblau, Robert Ferguson, Michael Dunmire, Matthew S. Crouse, James R. Merchant and Philip Cooper (together, the "Participants"). As of the close of business on June 27, 2006, WIHP, WITR, WIAP, BPIP and BPP beneficially owned 909,010, 143,000, 947,565, 722,100 and 443,200 shares of common stock of First Trust (the "Shares"), respectively, representing 2.8%, 0.4%, 2.9%, 2.2% and 1.4%, respectively, of the Shares outstanding. WILLC beneficially owned 1,999,575 Shares, constituting approximately 6.2% of the Shares outstanding. Mr. Lipson beneficially owned 2,000,575 Shares, constituting approximately 6.2% of the Shares outstanding. Mr. Franzblau beneficially owned 722,100 Shares, constituting approximately 2.2% of the Shares outstanding. Messrs. Ferguson and Dunmire beneficially owned 1,165,300 Shares, constituting approximately 3.6% of the Shares outstanding. 29 As the general partner, managing member or investment manager, as the case may be, of WIHP, WITR and WIAP, WILLC may be deemed to beneficially own the 1,999,575 Shares beneficially owned in the aggregate by WIHP, WITR and WIAP. As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 1,999,575 Shares beneficially owned by WILLC. As the managing member of BPIP, BPM may be deemed to beneficially own the 722,100 Shares beneficially owned by BPIP. As the managing members of BPM, Messrs. Franzblau, Ferguson and Dunmire may be deemed to beneficially own the 722,100 Shares owned by BPM. As the managing member of BPP, PPNW may be deemed to beneficially own the 443,200 Shares beneficially owned by BPP. As the sole officers and directors of PPNW, Messrs. Ferguson and Dunmire may be deemed to beneficially own the 443,200 Shares beneficially owned by PPNW. Currently, none of Messrs. Crouse, Merchant or Cooper beneficially owns any Shares. # # #
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DFAN14A Filing
Western Investment Inactive DFAN14AAdditional proxy materials by non-management
Filed: 29 Jun 06, 12:00am