Exhibit (a)(34)
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Supplement Dated March 9, 2007
Relating to the Offer to Purchase Dated January 22, 2007,
as amended January 30, 2007, February 8, 2007,
February 16, 2007, February 21, 2207,
February 26, 2007, and March 2, 2007
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XXXXXXX X. XXXXXXX TRUST
Has Amended Its Offer to Purchase for Cash
All of the Outstanding Shares of Common Stock
of
XXXXXX CALIFORNIA INVESTMENT GRADE MUNICIPAL TRUST
at
$15.00 Net Per Share
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:30 P.M. EASTERN STANDARD TIME,
NEW YORK CITY TIME, ON MARCH 27, 2007, UNLESS THE OFFER IS FURTHER EXTENDED.
THE OFFER IS NOT CONDITIONED UPON THE RECEIPT OF FINANCING OR UPON ANY MINIMUM
NUMBER OF SHARES BEING TENDERED. THE OFFER IS SUBJECT TO CERTAIN CONDITIONS,
INCLUDING THE CONDITION THAT TENDERING HOLDERS HOLDING SHARES ON FEBRURARY 15,
2006 MUST PROVIDE A PROXY TO VOTE THE SHARES. SEE "CONDITIONS TO THE OFFER --
SECTION 14" AND OUR SUPPLEMENT DATED FEBRUARY 8, 2007.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION OR PASSED UPON THE
MERITS OR FAIRNESS OF THIS TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY
OF THE INFORMATION CONTAINED IN THE OFFER OR THIS SUPPLEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
IMPORTANT
Any shareholder desiring to tender all or any portion of the shareholder's
shares should either:
Request the shareholder's broker, dealer, commercial bank, trust company or
other nominee to effect the transaction for the shareholder. A shareholder whose
shares are registered in the name of a broker, dealer, commercial bank, trust
company or other nominee must contact such broker, dealer, commercial bank,
trust company or other nominee if the shareholder desires to tender such shares;
or
Complete and sign the letter of transmittal (or a facsimile thereof) in
accordance with the instructions in the letter of transmittal, have the
shareholder's signature guaranteed if required by Instruction 1 to the letter of
transmittal, mail or deliver the letter of transmittal (or such facsimile), or,
in the case of a transfer effected pursuant to the book-entry transfer
procedures set forth in "THE OFFER -- Section 7," transmit an "agent's message"
(as defined in "THE OFFER -- Section 6"), and any other required documents to
the depositary and either deliver the certificates for such shares to the
depositary along with the letter of transmittal (or such facsimile) or deliver
the shares pursuant to the book-entry transfer procedures set forth in "THE
OFFER -- Section 7."
If a shareholder desires to tender shares and the share certificates are
not immediately available, or the procedure for book-entry transfer cannot be
completed on a timely basis, or time will not permit all required documents to
reach the depositary prior to the "expiration date" (as defined herein), then
the tender may be effected by following the procedure for guaranteed delivery
set forth in "THE OFFER -- Section 7."
Questions and requests for assistance may be directed to Xxxxxx & Co.,
Inc., which is acting as the information agent for our offer, at (000) 000-0000
(for Brokers or Bankers) or (000) 000-0000 (toll-free for shareholders).
Additional copies of this offering document, the letter of transmittal, the
notice of guaranteed delivery and other related materials may be obtained from
the information agent.
The Information Agent for the Offer is:
Xxxxxx & Co., Inc.
000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Banks and Brokers Call (000) 000-0000
Shareholders Call Toll Free: (000) 000-0000
[XXXX LEFT INTENTIONALLY BLANK]
The following information amends and supplements the Offer to Purchase dated
January 22, 2007 and filed as exhibit (a)(1) to the Schedule TO, as amended
January 30, 2007, February 8, 2007, February 16, 2007, February 21, 2007,
February 26, 2007, and March 2, 2007, and as amended hereby, filed by the
Xxxxxxx X. Xxxxxxx Trust, an irrevocable grantor trust administered in
accordance with Alaska administrative statutes and governed by Alaska trust law
(the "Trust"). It amends and supplements the Tender Offer initially filed with
the Securities and Exchange Commission ("SEC") on January 22, 2007 (the
"Original Schedule TO"), as amended January 30, 2007, February 8, 2007, February
16, 2007, February 21, 2007, February 26, 2007, and March 2, 2007, pursuant to
which Trust is offering to purchase all of the outstanding shares of common
stock, par value $0.001 per share (the "shares"), of Xxxxxx California
Investment Grade Municipal Trust, a Massachusetts business trust ("PCA"), at a
price of $15.00 per share, net to the seller in cash (subject to applicable
withholding of United States federal, state and local taxes), without interest.
The Trust is also extending its deadline to 5:30 p.m. Eastern Standard Time,
March 27, 2007.
Except as otherwise set forth in this Supplement, the terms and conditions set
forth in the Offer to Purchase and the letter of transmittal are applicable in
all respects to the Offer. The information set forth below should be read in
conjunction with the Original Schedule TO and the letter of transmittal and
terms not defined herein have the meanings ascribed to them in the Original
Schedule TO.
QUESTIONS AND ANSWERS
How have you amended the Offer?
We are amending our Offer to increase our offer price from $14.75 to $15.00
per share and extend the deadline to 5:30 p.m. Eastern Standard Time, March
27, 2007. Our offer price is 100% of the net asset value, per share, of
PCA's shares of common stock based on the most recently published net asset
value of PCA. This is approximately the same price that PCA's trustees
propose shareholders will be able to receive if their proposal to merge PCA
into the open-end Xxxxxx California Tax Exempt Income Fund passes and seven
days elapse after the merger. Shareholders should note that PCA's trustees
have proposed that, "following a merger of [PCA] into an open-end fund,
[PCA] shareholders will be able to redeem their shares of the open-end fund
at their net asset value (less applicable redemption fees of 1% of amounts
redeemed within 7 days of the merger)". There is no redemption fee
associated with the Offer.
We have not changed the number of shares we are offering to purchase, or
the procedures for tendering and withdrawing shares or any of the other
terms of our Offer. The increased price is also the highest closing price
paid per share of PCA in the open market since September, 2001.
What is the new offer price?
We are now offering you $15.00 per share of common stock outstanding. This
reflects an increase over our previous offer price of $14.75 and is the
highest price paid per share of common stock of PCA since September, 2001.
Our offer price is 100% of the net asset value, per share, of PCA common
stock outstanding (based on the most recently published net asset value of
PCA) in cash.
We believe our offer represents an unusual opportunity for you. PCA shares
have not closed at or above NAV since March 2001.
What additional information are you providing in response to PCA's Schedule
14D-9 filing?
You should have received materials from the trustees of PCA concerning our
Offer and their recommendations about the Offer. In principal, the trustees
have stated that they believe you should not tender your shares to us so
that you can continue to keep your assets under management with Xxxxxx. Our
increased offer price matches their proposal to offer you the opportunity
to receive 100% of the net asset value, per share, of PCA common stock and
eliminates, we believe, the risk to you of their proposal to merge shares
of PCA into another Xxxxxx open-end fund. It is our intent to vote AGAINST
any proposal to open-end or merge PCA into another fund; therefore we
believe our Offer of the same price as the trustees have proposed is more
certain and less risky to you. Our offer gives you the opportunity to
receive 100% of net asset value in March rather than in June and is not
conditioned on the trustees' proposals being accepted by shareholders.
Further, PCA's trustees recently said they "believe that the continued
operation of the fund as [a] closed-end fund is in the best long-term
interests of the fund's shareholders" and that the "benefits [of PCA
remaining a closed-end fund] include the ability to maintain a stable pool
of assets and remain more fully invested in longer-term, higher-yielding
securities than would be possible if the fund were open-end[ed.]" We think
the about-face recommendations by PCA's trustees indicate that their
proposals may not come about. Finally, as discussed below, we believe
keeping your assets with Xxxxxx does not make long-term sense for you.
Here are the reasons why we believe you should tender your shares:
1. You will receive 100% of the net asset value of your shares in cash
(based on the most recently published net asset value of PCA). PCA's
trustees propose to give you the same amount, but only in June, and
only if the vote to merge shares of PCA into the open-end Xxxxxx
California Tax Exempt Income Fund passes. We intend to vote against
this proposal, and any other proposal by the trustees which we feel is
not in PCA's shareholders' best interests.
2. PCA's trustees propose to "open-end" and merge your shares of PCA into
Xxxxxx California Tax Exempt Income Fund. This would result in you
owning a fund which performed worse than its applicable benchmark
index for 6 out of the past 7 calendar years and underperformed PCA
for 5 of the last 7 years! A proposal to merge our shares into a
worse-performing fund is not in our best interest.
3. Under our Offer, you will realize cash on your shares in March, and
not wait until June, at the earliest, crossing your fingers that the
merger happens. There are two risks in waiting for the merger: First,
the risk that the trustees don't follow through with their promise to
merge (or the merger is voted down by shareholders) and, second, the
risk that, whether the merger happens or does not happen, the
per-share NAV may be less than our offer price. Do you really want to
take these risks? If you tender your shares with us, you may walk away
with cash and avoid these risks.
4. The trustees are asking you to risk your investment so they can merge
your shares with those of another Xxxxxx fund managed by the same
investment adviser that manages PCA. Given PCA's abysmal results and
peer group rankings by Xxxxxxxxxxx, we believe the trustees'
recommendation runs contrary to your long-term best interests and
clearly indicates that the trustees are more concerned with Xxxxxx
retaining management of your assets than maximizing your share value.
This is underscored by the fact that the independent trustees own only
a handful of shares of PCA. Filings with the SEC show that the
independent trustees own an average of less than 140 shares each. We
think this says a lot about what the independent trustees think about
the manager, Xxxxxx Management, and the future of PCA.
5. PCA's 1-year return on NAV as of 12/31/06 was 6.03%, outperforming its
benchmark(1) by 1.19%. The trustees want to merge your shares of PCA
into the open-end Xxxxxx California Tax Exempt Income Fund. This fund
performed worse than the same benchmark for 6 out of the past 7
calendar years and underperformed PCA for 5 of the last 7 years. In
contrast, the closed-end funds controlled and managed by the Xxxxxxx
family(2) outperformed their respective indices for 6 out of the past
7 years (BTF) and 3 out of the past 4 years (BIF)(3). BIF's 1-year
return on NAV was 26.4% for the period ending 12/31/06, beating the
S&P 500 index by 10.6% for the same period. BTF's 1-year return on NAV
was 19.9%, beating the S&P 500 Index by 4.1% for the same period. Of
course, past performance is no guarantee of future results, and we
caution you that BIF and BTF have had substantially different
investment objectives than PCA and the Xxxxxx open-end fund and,
consequently, investment returns are not directly comparable.
Although no one can predict with any certainty whether investments
will appreciate or decline in value going forward, PCA's trustees
think that you are better served by owning shares in a fund which has
fared even more poorly than PCA! We are offering you 100% (based on
the most recently published net asset value of PCA) of the net asset
value of your shares or a chance at a new direction in fund
management.
6. As discussed above, the trustees have already considered and rejected
a proposal very similar to their latest recommendation. Their
flip-flop adoption of a proposal they said was a bad idea just several
months ago should raise questions; we believe our Offer makes more
sense for you.
7. Under PCA's declaration of trust and under the Federal laws governing
PCA, it is apt to be very difficult and time-consuming to merge PCA
into another open-end fund. We believe the trustees' proposal to merge
PCA may fail for lack of shareholder support and thus any proposed
gain by the trustees may be illusory. The Trust will not vote in favor
of the proposed merger. The true purpose of the trustees, we believe,
is to keep your money under their management. We think the trustees'
proposal is solely a response to our Offer.
8. If we are successful in acquiring a majority of PCA's common shares,
we will propose changes including replacing the current investment
adviser and changing PCA's investment objectives, as well as other
changes that will result in PCA being far different than the
investment you bought.
We intend to acquire control of PCA so that we may take PCA in a new
direction with investment advisers solely dedicated to the management of
closed-end funds. One of the changes we will propose to implement if we
acquire control of PCA is to change PCA's investment policies to permit PCA
to invest in securities other than California municipal bonds. This change
is likely to result in none of PCA's dividends being exempt from either
federal or California income taxes. As of the date of this amended Offer,
approximately 20% of PCA's outstanding shares have been tendered to the
Trust.
If I already tendered my shares in the Offer, do I have to do anything now?
No. Shareholders who validly tendered their shares previously and have not
withdrawn them do not need to do anything further. If the Offer is
completed, these shares will be accepted for payment and the tendering
shareholders will receive the increased offer price of $15.00 per share in
cash, without interest, less any required withholding taxes. See "THE OFFER
-- Section 5."
Can I withdraw my previously tendered shares?
You may withdraw all or a portion of your tendered shares at any time prior
to the time the shares are accepted for payment, after which they cannot be
withdrawn. See "THE OFFER -- Section 8."
How do I withdraw previously tendered shares?
To withdraw shares, you must deliver a written notice of withdrawal with
the required information to the depositary while you still have the right
to withdraw the shares. If you have tendered your shares by giving
instructions to a bank, broker, dealer, trust company or other nominee, you
must instruct them to arrange for the withdrawal of your shares. See "THE
OFFER -- Section 8."
How many shares have been tendered in response to your Offer?
As of the close of business on March 8, 2007, approximately 908,000 shares
had been tendered for sale to us in response to our Offer.
Who can I contact if I have additional questions about the Offer?
If you have questions or you need assistance, you should contact Xxxxxx &
Co., Inc., which is acting as the information agent for our Offer, at (203)
658-9400 (for Brokers or Bankers) or (000) 000-0000 (toll-free for
shareholders).
MISCELLANEOUS
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not comply with the laws of that
jurisdiction. We are not aware of any jurisdiction in which the making of the
Offer or the tender of shares in connection therewith would not be in compliance
with the laws of such jurisdiction. If we become aware of any state law
prohibiting the making of the Offer or the acceptance of shares pursuant thereto
in such state, we will make a good faith effort to comply with any such state
statute or seek to have such state statute declared inapplicable to the Offer.
If, after such good faith effort, we cannot comply with any such state statute,
the Offer will not be made to (nor will tenders be accepted from or on behalf
of) the holders of shares in such jurisdiction. In any jurisdiction where the
securities, blue sky or other laws require the Offer to be made by a licensed
broker or dealer, the Offer shall be deemed to be made on behalf of the Trust by
one or more registered brokers or dealers which are licensed under the laws of
such jurisdiction.
No person has been authorized to give any information or to make any
representation on our behalf not contained in the Offer and, if given or made,
that information or representation must not be relied on as having been
authorized.
We filed with the SEC a Schedule TO dated January 22, 2007, an Amendment
No. 1 to Schedule TO dated January 30, 2007, an Amendment No. 2 to Schedule TO
dated February 8, 2007, an amendment No. 3 to Schedule TO dated February 16,
2007, an Amendment No. 4 to Schedule TO dated February 21, 2007, an Amendment
No. 5 to Schedule TO dated February 26, 2007, and an Amendment No. 6 to Schedule
TO dated March 2, 2007 under Exchange Act Rule 14d-3, together with exhibits,
furnishing additional information with respect to the Offer, and may file
additional amendments thereto. That schedule and any amendments thereto,
including exhibits, may be examined and copies may be obtained from the offices
of the SEC in the same manner as discussed in "THE OFFER -- Section 12" with
respect to information concerning PCA.
XXXXXXX X. XXXXXXX TRUST
March 9, 2007
FOOTNOTES:
(1) The Xxxxxx Municipal Bond Index.
(2) Boulder Growth & Income Fund, Inc. (NYSE:BIF) and Boulder Total Return
Fund, Inc. (NYSE:BTF).
(3) The Xxxxxxx family trusts gained control of BIF in 2002.
[XXXX LEFT INTENTIONALLY BLANK]
[XXXX LEFT INTENTIONALLY BLANK]
Facsimile copies of the letter of transmittal, properly completed and duly
executed, will be accepted. The letter of transmittal, certificates for shares
and any other required documents should be sent or delivered by each shareholder
of PCA or his or her broker, dealer, commercial bank, trust company or other
nominee to the depositary at one of its addresses set forth below:
The Depositary for the Offer is:
The Colbent Corporation
By Mail: By Overnight Courier: By Hand:
The Colbent Corporation The Colbent Corporation The Colbent Corporation
Attn: Corporate Actions Attn: Corporate Actions Attn: Corporate Actions
POB 859208 000 Xxx Xxxxx Xxxxx 000 Xxx Xxxxx Xxxxx
Xxxxxxxxx XX 00000-0000 Xxxxxxxxx XX 00000 Xxxxxxxxx XX 00000
By Xxxxxxxxx:
(781-380-3388)
Confirm Facsimile Transmission:
(000-000-0000 Ext. 200)
Questions and requests for assistance may be directed to the information
agent at its address and telephone numbers listed below. Additional copies of
this Supplement, the Offer to Purchase, the letter of transmittal and other
tender offer materials may be obtained from the information agent, and will be
furnished promptly at our expense. You may also contact your broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Offer.
The Information Agent for the Offer is:
Xxxxxx & Co., Inc.
000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Banks and Brokers Call (000) 000-0000
Shareholders Call Toll Free: (000) 000-0000
