dfan14a06290019_03062008.htm
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment
No. )
Filed by
the Registrant ¨
Filed by
a Party other than the Registrant x
Check the
appropriate box:
¨ Preliminary
Proxy Statement
¨ Confidential,
for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
¨ Definitive
Proxy Statement
x Definitive
Additional Materials
o Soliciting
Material Under Rule 14a-12
COHEN
& STEERS SELECT UTILITY FUND, INC.
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(Name
of Registrant as Specified in Its Charter)
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WESTERN
INVESTMENT LLC
WESTERN
INVESTMENT HEDGED PARTNERS L.P.
WESTERN
INVESTMENT ACTIVISM PARTNERS LLC
WESTERN
INVESTMENT TOTAL RETURN PARTNERS L.P.
WESTERN
INVESTMENT TOTAL RETURN FUND LTD.
ARTHUR
D. LIPSON
WILLIAM
J. ROBERTS
MATTHEW
S. CROUSE
LYNN D. SCHULTZ
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(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
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of Filing Fee (Check the appropriate box):
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fee required.
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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:
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(3)
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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):
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maximum aggregate value of transaction:
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fee paid:
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paid previously with preliminary materials:
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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.
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Western
Investment LLC (“Western Investment”), together with the other participants
named herein, is filing materials contained in this Schedule 14A with the
Securities and Exchange Commission (the “SEC”) in connection with the
solicitation of proxies for the election of three nominees as directors at the
2008 annual meeting of stockholders (the “Annual Meeting”) of Cohen & Steers
Select Utility Fund, Inc. (the “Fund”). Western Investment has filed
a proxy statement with the SEC with regard to the Annual Meeting.
Item 1:
On March 6, 2008, Western Investment mailed the following letter to holders of
the Fund’s Auction Market Preferred Shares:
Dear
Fellow Preferred Shareholder of Cohen & Steers Select Utility
Fund,
Western
Investment LLC, together with its affiliates (“Western or “we”) is the largest
common stockholder of Cohen & Steers Select Utility Fund, Inc. (“UTF” or the
“Fund”). We are also a preferred shareholder. We are
urgently seeking your support for the election of our three nominees to the
Board of Directors of the Fund (the “Board”) at UTF’s upcoming Annual Meeting
scheduled for April 1, 2008. We believe that the election of
directors with no affiliation with other funds in the Cohen & Steers fund
family is critical for the following reasons.
You
probably know that the liquidity of your auction rate preferred shares has
recently dried up due to failed auctions. As a result, if you want to
sell your preferred shares now you will likely have to accept a significant
discount from the $25,000 per share price you paid. Currently, the
only bid we are aware of for a preferred share is substantially below $20,000
per share!
WHY
HAS THE PREFERRED SHARES LIQUIDITY CRISIS NOT BEEN ADDRESSED?
There is
a way out of this mess. We believe that the primary duty of the
Fund’s Board is to maximize the value of the common stockholders’ investment in
the Fund. Since the common stock is trading at a discount to its net
asset value (NAV) the Fund can tender for common stock at NAV and then redeem a
proportional amount of the outstanding preferred shares. This would
provide liquidity for you at $25,000 per share while affording the common
stockholders an opportunity to sell their shares at NAV.
We
believe that the Board’s failure to implement this strategy demonstrates that
the Board is beholden to Cohen & Steers, the Fund’s manager, and will not
implement this strategy because it would reduce the Fund’s net assets, thereby
reducing the management fees Cohen & Steers collects.
STOCKHOLDERS
NEED DIRECTORS WHO ARE FOCUSED ON THEIR BEST INTERESTS -- NOT THE FUND’S
MANAGER!
Western’s
interest is clearly aligned with yours – to ensure that all stockholders, common
and preferred alike, receive the maximum value for their
investment. If elected, our nominees pledge to address the liquidity
crisis in the Fund’s auction rate preferred shares, to reduce the discount to
NAV and to improve performance. With your support, stockholders will
have an active, effective and engaged voice in the boardroom. Vote
your shares today on the GREEN proxy. Give yourselves that
voice.
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Sincerely,
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| /s/
Arthur
D. Lipson |
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Arthur
D. Lipson
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Western
Investment LLC
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IF
YOU HAVE ALREADY RETURNED A WHITE PROXY TO THE
FUND’S
MANAGEMENT, EITHER DIRECTLY OR OVER THE PHONE
OR
INTERNET, YOU
HAVE EVERY RIGHT TO CHANGE YOUR VOTE.
IF
YOU HAVE ANY QUESTIONS ABOUT
HOW
TO VOTE YOUR GREEN WESTERN INVESTMENT PROXY,
PLEASE
CONTACT THE FIRM ASSISTING US IN THIS SOLICITATION:
INNISFREE
M&A INCORPORATED
TOLL-FREE
AT: (877) 687-1873
BANKS
AND BROKERS PLEASE CALL COLLECT:
212-750-5833
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