UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. )*
First Trust Value Line (R) Dividend Fund
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
33735A100
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(CUSIP Number)
Arthur D. Lipson
Western Investment L L C
2855 East Cottonwood Parkway, Ste. 110
Salt Lake City, UT 84121
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 30, 2005
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(e), (f) or (g), check the following box [ ].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
(Continued on following pages)
CUSIP No. - 33735A100
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
WESTERN INVESTMENT L L C
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS* (See Item 3)
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
INCORPORATED IN DELAWARE
NUMBER OF 7 SOLE VOTING POWER (See Item 5)
SHARES 1,271,175 shares
BENEFICIALLY 8 SHARED VOTING POWER (See Item 5)
OWNED BY 0 shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,271,175 shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 1,271,175 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
14 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ARTHUR D. LIPSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,272,175
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,272,175
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 1,272,175
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WESTERN INVESTMENT HEDGED PARTNERS LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 857,010
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 857,010
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 857,010
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
14 TYPE OF REPORTING PERSON*
PN
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
INCORPORATED IN DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 138,100
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 138,100
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 138,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WESTERN INVESTMENT ACTIVISM PARTNERS L L C
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
INCORPORATED IN DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 276,065
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 276,065
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 276,065
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
14 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
INCORPORATED IN DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 660,500
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 660,500
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 660,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
14 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BENCHMARK PLUS PARTNERS, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
INCORPORATED IN DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 200,300
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 200,300
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 200,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BENCHMARK PLUS MANAGEMENT, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
INCORPORATED IN DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 660,500
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 660,500
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 660,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
14 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ROBERT FERGUSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 860,800
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 860,800
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 860,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PARADIGM PARTNERS, N.W., INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
WASHINGTON
NUMBER OF 7 SOLE VOTING POWER
SHARES 200,300
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 200,300
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 200,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON*
CO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SCOTT FRANZBLAU
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 660,500
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 660,500
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 660,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MICHAEL DUNMIRE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 860,800
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 860,800
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 860,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
14 TYPE OF REPORTING PERSON*
IN
ITEM 1. SECURITY AND ISSUER
This statement relates to shares of the Common Stock, par value $0.01 (the
"Shares"), of First Trust Value Line (R) Dividend Fund (the "Issuer"). The
address of the principal executive offices of the Issuer is c/o First Trust
Portfolios LP, 1001 Warrenville Road, # 300, Lisle, IL 60532.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed by Western Investment LLC, a Delaware
limited liability company ("WILLC"), Arthur D. Lipson, Western
Investment Hedged Partners LP, a Delaware limited partnership ("WIHP"),
Western Investment Total Return Master Fund LTD, a corporation
organized and existing under the laws of the Cayman Islands ("WITR"),
Western Investment Activism Partners LLC, a Delaware limited liability company
("WIAP"), Benchmark Plus Institutional Partners, L.L.C., a Delaware limited
liability company ("BPIP"), Benchmark Plus Partners, L.L.C, a Delaware limited
liability company ("BPP"), Benchmark Plus Management, L.L.C., a Delaware
limited liability company ("BPM"), Paradigm Partners, N.W., Inc., a Washington
corporation ("PPNW"), Scott Franzblau, Robert Ferguson and Michael
Dunmire. Each of the foregoing is referred to as a "Reporting Person" and
collectively as the "Reporting Persons." WILLC provides recommendations from
time to time to BPIP and BPP with respect to purchases and sales of Shares of
the Issuer, pursuant to an oral agreement between WILLC and BPIP, and between
WILLC and BPP. Accordingly, the Reporting Persons may be deemed a group for
Section 13(d) purposes. Each of WILLC, Mr. Lipson, WIHP, WITR, and WIAP
disclaim beneficial ownership of the Shares held by BPIP, BPP, BPM, PPNW, Mr.
Franzblau, Mr. Ferguson and Mr. Dunmire and the existence of a group for
Section 13(d) purposes. Each of BPIP, BPM and Mr. Franzblau disclaim
beneficial ownership of the Shares held by the other Reporting Persons and the
existence of a group for Section 13(d) purposes. Each of BPP and PPNW disclaim
beneficial ownership of the Shares held by the other Reporting Persons and the
existence of a group for Section 13(d) purposes. Each of Mr. Ferguson and Mr.
Dunmire disclaim beneficial ownership of the Shares held by the other
Reporting Persons, with the exception of BPIP, BPM, BPP and PPNW. Each of the
Reporting Persons is party to that certain Joint Filing Agreement as further
described in Item 6. Accordingly, the Reporting Persons are hereby filing a
joint Schedule 13D.
WILLC has sole voting and investment power over WIHP's, WITR's, and WIAP's
security holdings and Mr. Lipson, in his role as the managing member of WILLC,
controls WILLC's voting and investment decisions. BPM is the managing member
of BPIP and Messrs. Franzblau, Ferguson and Dunmire in their role as managing
members of BPM, have sole voting and investment control over BPIP's security
holdings. PPNW is the managing member of BPP and Messrs. Ferguson and Dunmire,
in their role as officers of BPP, have sole voting and investment control over
BPP's security holdings. Neither WILLC, Mr. Lipson, WIHP, WITR, nor WIAP has
voting or dispositive control over the Shares held by BPIP, BPP, BPM, PPNW,
Mr. Franzblau, Mr. Ferguson or Mr. Dunmire. Neither BPIP, BPM, nor Mr.
Franzblau, has voting or dispositive control over the Shares held by the other
Reporting Persons. Neither BPP nor PPNW has voting or dispositive control
over the Shares held by the other Reporting Persons. Neither Mr. Ferguson nor
Mr. Dunmire has voting or dispositive control over the Shares held by WILLC,
WIHP, WITR, WIAP or Mr. Lipson.
(b) The principal business address of WILLC, Mr. Lipson, WIHP, WITR, and
WIAP is 2855 East Cottonwood Parkway, Suite 110; Salt Lake City, UT 84121.
The principal business address of BPIP, BPM and Mr. Franzblau is
820 A Street, Suite 700, Tacoma, WA 98402.
The principal business address of BPP, PPNW, Mr. Dunmire, and Mr. Ferguson
is 820 A Street, Suite 700, Tacoma, WA 98402.
(c) The principal business of WILLC is acting as the general partner and
managing member of WIHP, WITR, and WIAP. The principal occupation of
Arthur D. Lipson is acting as managing member of WILLC. The principal
business of WIHP, WITR, and WIAP is the business of acquiring, holding and
disposing of investments in various companies.
The principal business of BPIP is the business of acquiring, holding and
disposing of investments in various companies. The principal business of
BPM is acting as the managing member of BPIP.
The principal business of BPP is the business of acquiring,
holding and disposing of investments in various companies. The
principal business of PPNW is acting as the managing member of
BPP.
The principal occupation of Scott Franzblau is acting as a managing
member of BPM. The principal occupation of Robert Ferguson and Michael
Dunmire is acting as managing members of BPM and officers of PPNW.
(d) No Reporting Person has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) No Reporting Person has, during the last five years, been
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) Messrs. Lipson, Franzblau, Ferguson and Dunmire are citizens of the
United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate purchase price of the 1,271,175 Shares
beneficially owned by WILLC is approximately $19,023,952. The
Shares beneficially owned by WILLC were acquired with the working
capital of each of WIHP, WITR, and WIAP. The aggregate purchase price
of the 660,500 Shares beneficially owned by BPM is approximately
$9,880,012. The Shares beneficially owned by BPM were acquired
with the working capital of BPIP. The aggregate purchase price of
the 200,300 Shares beneficially owned by PPNW is approximately
$3,002,668. The Shares beneficially owned by PPNW were acquired with
the working capital of BPP. The aggregate purchase price of the
1,000 additional Shares owned by Mr. Lipson is approximately
$15,420. The Shares owned by Mr. Lipson were acquired with personal
funds.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons purchased the Shares based on the Reporting Persons'
belief that the Shares, when purchased, were undervalued and represented
an attractive investment opportunity. Depending upon overall market
conditions, other investment opportunities available to the Reporting
Persons, and the availability of Shares at prices that would make the
purchase of additional Shares desirable, the Reporting Persons may endeavor
to increase their position in the Issuer through, among other things, the
purchase of Shares on the open market or in private transactions or otherwise,
on such terms and at such times as the Reporting Persons may deem advisable.
The Reporting Persons are concerned by the discount to net asset
value at which the Shares of the Issuer have been trading. The Reporting
Persons believe that the Issuer should take appropriate action to cause the
discount to net asset value to be eliminated or substantially reduced. The
Reporting Persons intend to engage in discussions with management and the Board
of the Issuer about possible ways to reduce the discount. The Reporting Persons
reserve the right to take any action they deem appropriate related to this
issue.
No Reporting Person has any present plan or proposal which would relate to or
result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D except as set forth herein or such as would occur upon completion
of any of the actions discussed above. Each of the Reporting Persons intends
to review his/its investment in the Issuer on a continuing basis and engage in
discussions with management and the Board of the Issuer concerning the
business, operations and future plans of the Issuer. Depending on various
factors including, without limitation, the Issuers financial position and
investment strategy, the price levels of the Shares, conditions in the
securities markets and general economic and industry conditions, each of the
Reporting Persons may in the future take such actions with respect to his/its
investment in the Issuer as he/it deems appropriate including, without
limitation, seeking Board representation, making proposals to the Issuer
concerning changes to the capitalization, ownership structure or operations
of the Issuer, purchasing additional Shares, selling some or all of its
Shares, engaging in short selling of or any hedging or similar transaction
with respect to the Shares or changing its intention with respect to any
and all matters referred to in Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate percentage of Shares reported owned by each person named
herein is based upon 32,400,000 Shares outstanding as of July 12, 2005, as
reported in the Issuer's Form DEF 14A filed with the Securities and Exchange
Commission on August 12, 2005. An affiliate of WILLC, Western Investment
Institutional Partners LLC (WIIP), acquired shares of FVD prior to 8/4/2005,
and on 11/28/2005, sold all shares to WIAP, as noted in Schedule A.
As of the close of business on December 9, 2005, WIHP, WITR, WIAP, BPIP,
and BPP beneficially owned 857,010, 138,100, 276,065, 660,500,
and 200,300 Shares, respectively, representing 2.6%, 0.4%, 0.9%,
2.0%, and 0.6%, respectively, of the Shares outstanding. WILLC
beneficially owned 1,271,175 Shares, constituting approximately 3.9%
of the Shares outstanding. Mr. Lipson beneficially owned 1,272,175
Shares, constituting approximately 3.9% of the Shares outstanding.
As the general partner or managing member, as the case may be, of WIHP,
WITR, and WIAP, WILLC may be deemed to beneficially own the 1,271,175
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 1,271,175 Shares beneficially owned by WILLC. As
the managing member of BPIP, BPM may be deemed to beneficially own the
660,500 Shares beneficially owned by BPIP. As the managing members of
BPM, Messrs. Franzblau, Ferguson and Dunmire may be deemed to beneficially
own the 660,500 Shares owned by BPM. As the managing member of BPP, PPNW
may be deemed to beneficially own the 200,300 Shares beneficially owned
by BPP. As the officers of PPNW, Messrs. Ferguson and Dunmire may be
deemed to beneficially own the 200,300 Shares beneficially owned by PPNW.
(b) Each of WILLC and Mr. Lipson is deemed to have sole voting and
dispositive power over the Shares reported as beneficially owned by WIHP,
WITR, and WIAP by virtue of their respective positions as described in
paragraph (a). Neither WILLC, Mr. Lipson, WIHP, WITR nor WIAP has voting
or dispositive control over the Shares held by BPIP, BPP, BPM, PPNW,
Mr. Franzblau, Mr. Ferguson or Mr. Dunmire.
Each of BPM, Mr. Franzblau, Mr. Ferguson and Mr. Dunmire is deemed to have
sole voting and dispositive power over the Shares reported as beneficially
owned by BPIP by virtue of their respective positions as described in
paragraph (a). Neither BPIP, BPM nor Mr. Franzblau has voting or dispositive
control over the Shares held by the other Reporting Persons. Neither Mr.
Ferguson nor Mr. Dunmire has voting or dispositive control over the Shares
held by the other Reporting Persons, with the exception of BPP and PPNW.
Each of PPNW, Mr. Ferguson and Mr. Dunmire is deemed to have sole voting and
dispositive power over the Shares reported as beneficially owned by BPP by
virtue of their respective positions as described in paragraph (a). Neither
BPP nor PPNW has voting or dispositive control over the Shares held by the
other Reporting Persons. Neither Mr. Ferguson nor Mr. Dunmire has voting or
dispositive control over the Shares held by the other Reporting Persons,
with the exception of BPIP and BPM.
(c) Schedule A annexed hereto lists all transactions by the Reporting Persons
in the Issuer's Common Stock during the past sixty days. All of such
transactions were effected in the open market.
(d) No person other than the Reporting Persons is known to have
the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
On December 12, 2005, the Reporting Persons entered into a Joint Filing
Agreement in which the parties agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to the
securities of the Issuer. Other than as described herein, there are
no contracts, arrangements, understandings or relationships among
the Reporting Persons, or between the Reporting Persons and any other
person, with respect to the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Joint Filing Agreement by and among Western Investment
LLC, Arthur D. Lipson, 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., Scott Franzblau, Robert Ferguson and
Michael Dunmire, dated December 12, 2005.
SIGNATURES
After reasonable 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.
Date: December 12, 2005
WESTERN INVESTMENT L L C
By: /s/ Arthur D. Lipson, Sole Member
WESTERN INVESTMENT HEDGED PARTNERS LP
By: Western Investment L L C,
its General Partner
By: /s/ Arthur D. Lipson, Managing Member
WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD
By: Western Investment L L C,
its Managing Member
By: /s/ Arthur D. Lipson, Managing Member
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
By: Western Investment L L C,
its Managing Member
By: /s/ Arthur D. Lipson, Managing Member
By: /s/ Arthur D. Lipson
___________________
ARTHUR D. LIPSON
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
By: Benchmark Plus Management, L.L.C.,
its Managing Member
By: /s/ Scott Franzblau, Managing Member
By: /s/ Robert Ferguson, Managing Member
By: /s/ Michael Dunmire, Managing Member
BENCHMARK PLUS MANAGEMENT, L.L.C.
By: /s/ Scott Franzblau, Managing Member
By: /s/ Robert Ferguson, Managing Member
By: /s/ Michael Dunmire, Managing Member
By: /s/ Scott Franzblau
___________________
SCOTT FRANZBLAU
By: /s/ Robert Ferguson
___________________
ROBERT FERGUSON
By: /s/ Michael Dunmire
___________________
MICHAEL DUNMIRE
BENCHMARK PLUS PARTNERS, L.L.C.
By: Paradigm Partners, N.W., Inc.,
its Managing Member
By: /s/ Robert Ferguson, Principal
By: /s/ Michael Dunmire, Principal
PARADIGM PARTNERS, N.W. INC.
By: /s/ Robert Ferguson, Principal
By: /s/ Michael Dunmire, Principal
By: /s/ Robert Ferguson
___________________
ROBERT FERGUSON
By: /s/ Michael Dunmire
___________________
MICHAEL DUNMIRE
SCHEDULE A
Transaction Code Quantity Trade Date Price
WIHP 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
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 $14.3885
Buy 14,000 10/19/2005 $14.3654
Buy 3,300 10/19/2005 $14.3791
Buy 6,600 10/20/2005 $14.4543
Buy 600 10/20/2005 $14.4400
Buy 25,800 10/21/2005 $14.3850
Buy 900 10/21/2005 $14.4063
Buy 15,600 10/24/2005 $14.5251
Buy 15,000 10/24/2005 $14.4904
Buy 2,300 10/25/2005 $14.5085
Buy 14,200 10/25/2005 $14.5082
Buy 19,900 10/26/2005 $14.5425
Buy 4,500 10/27/2005 $14.4653
Buy 6,300 10/28/2005 $14.5353
Buy 29,100 10/28/2005 $14.5661
Buy 5,300 10/31/2005 $14.7408
Buy 27,600 10/31/2005 $14.7293
Buy 3,100 11/01/2005 $14.6755
Buy 22,500 11/02/2005 $14.7362
Buy 2,900 11/02/2005 $14.8251
Buy 7,000 11/03/2005 $14.8816
Buy 4,600 11/03/2005 $14.8915
Buy 11,100 11/04/2005 $14.7955
Buy 19,200 11/07/2005 $14.8976
Buy 100 11/08/2005 $14.9185
Buy 8,000 11/08/2005 $14.8701
Buy 30,100 11/09/2005 $14.9449
Buy 3,500 11/09/2005 $14.9644
Buy 500 11/10/2005 $15.0285
Buy 61,400 11/10/2005 $14.9629
Buy 2,600 11/11/2005 $15.0677
Buy 19,000 11/11/2005 $15.0445
Buy 2,200 11/14/2005 $15.0564
Buy 1,100 11/14/2005 $15.0749
Buy 400 11/16/2005 $15.0285
Buy 18,900 11/16/2005 $14.9968
Buy 25,300 11/17/2005 $15.0634
Buy 6,060 11/17/2005 $15.0655
Buy 2,300 11/30/2005 $15.3290
Buy 27,000 11/30/2005 $15.3100
Buy 32,900 12/01/2005 $15.3527
Buy 45,000 12/02/2005 $15.3907
Buy 70,000 12/05/2005 $15.4127
Buy 4,300 12/05/2005 $15.3563
WIIP Sell* 61,550 11/28/2005 $15.2300
WITR Buy 4,500 11/15/2005 $15.0987
Buy 22,500 11/15/2005 $15.0652
Buy 30,700 11/18/2005 $15.1105
Buy 3,300 11/18/2005 $15.1382
Buy 21,500 11/21/2005 $15.1977
Buy 7,700 11/21/2005 $15.1995
Buy 47,900 11/22/2005 $15.2399
WIAP Buy* 61,550 11/28/2005 $15.2300
Buy 3,900 11/30/2005 $15.3290
Buy 26,900 11/30/2005 $15.3100
Sell 1,600 11/30/2005 $15.2988
Buy 35,800 12/01/2005 $15.3527
Sell 2,900 12/01/2005 $15.4062
Buy 45,700 12/02/2005 $15.3907
Sell 385 12/02/2005 $15.4052
Buy 4,400 12/05/2005 $15.3563
Buy 2,300 12/05/2005 $15.3985
Buy 79,700 12/05/2005 $15.4127
Sell 7,000 12/05/2005 $15.3951
Buy 7,900 12/06/2005 $15.4142
Buy 500 12/06/2005 $15.4585
Sell 4,200 12/06/2005 $15.4214
Buy 300 12/07/2005 $15.3217
Sell 6,800 12/07/2005 $15.3053
Sell 600 12/08/2005 $15.3400
Buy 30,600 12/09/2005 $15.3349
BPP 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
BPIP 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
* The 61,550 share transaction on 11/28/2005 was a
cross trade between affiliates.
WILLC NONE
BPM NONE
PPNW NONE
Mr. Lipson Buy 1,000 12/02/2005 $15.4200
Mr. Franzblau NONE
Mr. Dunmire NONE
Mr. Ferguson NONE
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the
Securities Exchange Act of 1934, as amended, the persons named
below agree to the joint filing on behalf of each of them of a
Statement on Schedule 13D dated December 12, 2005(including further
amendments thereto) with respect to the Common Stock of First Trust
Value Line (R) Dividend Fund. This Joint Filing Agreement shall be
filed as an Exhibit to such Statement.
Dated: December 12, 2005
WESTERN INVESTMENT L L C
By: /s/ Arthur D. Lipson, Sole Member
WESTERN INVESTMENT HEDGED PARTNERS LP
By: Western Investment L L C,
its General Partner
By: /s/ Arthur D. Lipson, Managing Member
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
By: Western Investment L L C,
its Managing Member
By: /s/ Arthur D. Lipson, Managing Member
WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD.
By: Western Investment L L C,
its Managing Member
By: /s/ Arthur D. Lipson, Managing Member
By: /s/ Arthur D. Lipson
____________________
ARTHUR D. LIPSON
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
By: Benchmark Plus Management, L.L.C.,
its Managing Member
By: /s/ Scott Franzblau, Managing Member
By: /s/ Robert Ferguson, Managing Member
By: /s/ Michael Dunmire, Managing Member
BENCHMARK PLUS MANAGEMENT, L.L.C.
By: /s/ Scott Franzblau, Managing Member
By: /s/ Robert Ferguson, Managing Member
By: /s/ Michael Dunmire, Managing Member
By: /s/ Scott Franzblau
___________________
SCOTT FRANZBLAU
By: /s/ Robert Ferguson
___________________
ROBERT FERGUSON
By: /s/ Michael Dunmire
___________________
MICHAEL DUNMIRE
BENCHMARK PLUS PARTNERS, L.L.C.
By: Paradigm Partners, N.W., Inc.,
its Managing Member
By: /s/ Robert Ferguson, Principal
By: /s/ Michael Dunmire, Principal
PARADIGM PARTNERS, N.W. INC.
By: /s/ Robert Ferguson, Principal
By: /s/ Michael Dunmire, Principal
By: /s/ Robert Ferguson
___________________
ROBERT FERGUSON
By: /s/ Michael Dunmire
___________________
MICHAEL DUNMIRE