SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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meVC DRAPER FISHER JURVETSON FUND I, INC.
(d/b/a MVC CAPITAL)
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(Name of Registrant as Specified In Its Charter)
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Laurence R. Hootnick [MVC CAPITAL LETTERHEAD]
Michael H. Jordan
Peter J. Locke
Vincent H. Tobkin
February 14, 2003
DEAR MVC CAPITAL STOCKHOLDER:
The independent directors of MVC Capital want to tell you why we believe in
MVC Capital and its venture capital investing strategy. As business leaders with
years of experience in building shareholder value, we believe in the long-term
potential of your Company. Before we agreed to serve as Directors and to run for
election, each of us did our own thorough review of MVC, including its history
and prospects. We were impressed with what we found.
We were impressed with the many exemplary actions the Company had taken over
the past year. Your Company has taken the following key steps:
Refined the Company's investment strategy by providing venture debt
financing in addition to making equity investments in venture companies, to
attract deal flow backed by top venture capitalists
Lowered management salaries and Directors' fees
Internalized the Company's management and reallocated resources from
administration to investments
Prudently conserved cash
Put all seven Board of Directors seats up for election so that you can
choose the future of the Company
Authorized the repurchase of $20 million in MVC stock.
We, like you, are disappointed with the Company's performance. However, we
also recognize the environment for venture capital investors has been poor
during the last few years. Now, we believe the venture capital investing cycle
is at a critical turning point. In our view, prospects to meet MVC Capital's
investment objective of long-term capital appreciation have never been better.
You must realize, as we do, that your Company is under attack by a dissident
stockholder, Millenco, L.P. We believe that they wish to disrupt the Company's
investment strategy and substantially deplete the Company's remaining cash. In
our view, this would cripple the Company by virtually eliminating the
possibility of future and follow-on investments. This is directly opposed to
the Company's goal of providing investors with a long-term investment horizon
to grow the Company's assets.
You are being asked to choose between two competing slates of candidates for
MVC's Board of Directors. The choice you make will determine the future of the
Company and, in our view, the value of your long-term investment in MVC Capital.
We believe the Millenco director nominees have a shortsighted strategy that will
result in the depletion of the Fund's investment capital. On the other hand, MVC
Capital's Director candidates endorse what we believe is an outstanding business
plan designed to produce high returns over the long term.
We have enclosed a copy of MVC Capital's proxy statement. The Annual Meeting
will be held on February 28, 2003, so time is short. We ask for your support. We
urge you to vote FOR the MVC Board of Directors on the enclosed WHITE proxy
card.
Thank you.
Sincerely,
Laurence R. Hootnick Michael H. Jordan
[mackenzie_hootnick_sig] [mackenzie_jordan_sig]
Peter J. Locke Vincent H. Tobkin
[mackenzie_locke_sig] [mackenzie_tobkin_sig]
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IF YOU HAVE ANY QUESTIONS OR NEED HELP VOTING YOUR SHARES, PLEASE CALL:
[MACKENZIE LOGO]
105 Madison Avenue
New York, New York 10016
email: proxy@mackenziepartners.com
Call collect: (212) 929-5500
OR TOLL FREE: (800) 322-2885
Facsimile: (212) 929-0308
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STATEMENTS IN THIS ANNOUNCEMENT OTHER THAN HISTORICAL DATA AND INFORMATION
CONSTITUTE FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE STATED OR IMPLIED BY
SUCH FORWARD-LOOKING STATEMENTS. POTENTIAL RISKS AND UNCERTAINTIES MAY INCLUDE,
BUT ARE NOT LIMITED TO, RECENT CHANGES IN SENIOR MANAGEMENT, FLUCTUATIONS IN
OPERATING RESULTS, MARKET CONDITIONS, CHANGES IN TECHNOLOGY, INCREASED
COMPETITION AND OTHER RISKS IDENTIFIED BY MVC CAPITAL FROM TIME TO TIME IN ITS
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.