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Published on 3/17/2009 in the Prospect News Special Situations Daily.

TM Entertainment and Media investor wants court to force company to hold annual meeting

By Lisa Kerner

Charlotte, N.C., March 17 - Full Value Partners LP said it will ask the Delaware Court of Chancery to order TM Entertainment and Media, Inc. to hold its annual meeting as scheduled on April 14.

According to Full Value principal Phillip Goldstein, TM Entertainment has "reneged on its promise" to hold the meeting on April 14.

Goldstein does not believe the company's board can be "trusted to protect TM Entertainment's trust account or to make prompt payment of the trust account to shareholders" if the company were required to liquidate, according to a schedule 13D/A filed with the Securities and Exchange Commission on Tuesday.

On Monday, Goldstein, along with Bulldog Investors and Andrew Dakos, asked TM Entertainment to confirm the date of the annual meeting no later than March 17.

TM Entertainment has yet to announce a record date for the meeting, according to the shareholders.

In December, Bulldog affiliate Opportunity Partners LP announced it planned to submit two proposals and a slate of four nominees for election to TM Entertainment's board of directors.

The first proposal asks the board to take action to dissolve the company and make a liquidating distribution to the public shareholders.

Opportunity Partners said it will also propose a bylaw to increase the size of the board to seven directors from four, effective at the shareholder meeting.

TM Entertainment said previously that it had retained MacKenzie Partners, Inc. as its proxy solicitor and adviser to assist TM Entertainment with its consent revocation solicitation against Opportunity Partners.

Bulldog, Goldstein and Dakos have an 18.72% ownership interest in TM Entertainment. The New York-based TM Entertainment does not have significant operations.


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