SCHEDULE 14A INFORMATION
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the Securities Exchange Act of 1934
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[X] Soliciting Material Pursuant to Section 240.14a-12
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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[MVC CAPITAL LETTERHEAD]
THERE ARE ONLY 9 DAYS LEFT TO VOTE.
YOUR VOTE IS IMPORTANT.
PLEASE COMPLETE AND RETURN THE ENCLOSED WHITE PROXY CARD TODAY.
February 19, 2003
DEAR FELLOW STOCKHOLDER:
You may have recently received proxy material from a dissident stockholder
-- Millenco, L.P. It is important for you to understand why what Millenco is
proposing could seriously imperil the long-term value of your investment in MVC
Capital.
Beware when Millenco tells you its interests are aligned with yours. We
believe Millenco and its handpicked director nominees have targeted MVC Capital
and its shareholders as their next victim. Here's their formula: buy funds cheap
at a discount, grab profits by pressuring those funds to buy in or distribute
shares at NAV or close to NAV and move on to another target. Professional
arbitrageurs win, but often enough, the individual shareholder is left behind,
cheated out of the potential of the fund's long-term value.
How can you prevent this from happening to your Company? It's up to you.
VOTE FOR THE MVC BOARD OF DIRECTORS ON THE ENCLOSED
WHITE PROXY CARD TODAY.
WHAT ABOUT THE PEOPLE THAT MILLENCO WANTS YOU TO INSTALL
AS DIRECTORS OF MVC CAPITAL?
Knapp. Hellerman. Karpus. All three have been associated with attacks on
closed-end funds that urged liquidation, open-ending or tender offers, actions
we believe are in direct conflict with the long term shareholders because they
threaten to destroy or cripple closed-end funds in the short term interest of
'realizing NAV.' These three know each other and sometimes work together. They
see eye to eye. Hellerman and Karpus were chosen by Opportunity Partners, L.P.
to serve on its dissident slate of directors in its 1998 attempt to unseat the
incumbent board of directors of the Emerging Germany Fund, Inc. (now Dresdner
RCM Investment Funds, Inc.),* and 'realize net asset value for their investments
in the fund,' a catchphrase for actions such as tender offers, open-ending and
other similar proposals advanced by arbitrageurs.
* Emerging Germany Fund ultimately open-ended in 1999 on the recommendation of
management.
Knapp has engaged in similar practices on behalf of Millenco. For example,
just last year, Knapp, on behalf of Millenco, urged Jardine Fleming China Region
Fund, Inc., a U.S. registered closed-end fund, 'to open the Fund or otherwise
enable shareholders to realize NAV.' Also last year, Karpus Management, Inc. put
an open-ending proposal to the shareholders of Cornerstone Strategic Value Fund,
Inc., a U.S. registered closed-end fund.
In the case of your fund, Knapp's employer, Millenco, has repeated
Opportunity Partner's choice and nominated Hellerman and Karpus to its slate.
And Millenco supports the Karpus tender offer proposal, which we believe will
threaten the viability of the Fund's investment program.
MVC CAPITAL STANDS FOR BUILDING SHAREHOLDER VALUE
Most of you invested in MVC Capital to have the opportunity to participate
in long-term venture capital investments in information technology. And venture
capital is a growth engine of America, creating jobs, opportunities, fostering
new technology and building the future. Compare that to Millenco and Karpus who
have angled for quick profits at the expense of long-term investors.
MVC CAPITAL: THE RIGHT TIME, THE RIGHT STRATEGY, THE RIGHT TEAM.
The right time. We believe the current market environment offers substantial
investment opportunities to create value for both the near- and long-term. WE
BELIEVE WE HAVE REACHED A TURNING POINT IN THE VENTURE CAPITAL INVESTING CYCLE
AND PROSPECTS TO MEET THE FUND'S ORIGINAL LONG-TERM INVESTMENT OBJECTIVE HAVE
NEVER BEEN BETTER.
The right strategy. Your Board of Directors has put into place a refined
strategy that we believe is the best course to build long-term value for
shareholders. WE HAVE A STRENGTHENED INVESTMENT TEAM WITH A STREAMLINED
MANAGEMENT ORGANIZATION. We now offer venture debt financing in addition to
equity investing. This is a unique strategy that diversifies your Company's
portfolio, generates interest income and gives us greater access to invest in
attractive companies backed by leading venture capitalists. And, we have put
into place a $20 million share repurchase program to take advantage of
opportunities to buy back MVC shares at appropriate levels to benefit all
shareholders.
The right team. IN OUR VIEW, YOUR BOARD OF DIRECTORS' CANDIDATES ARE AMONG
THE MOST EXPERIENCED AND VISIONARY BUSINESS LEADERS IN THE UNITED STATES. THEY
HELPED CREATE OVER 200 INFORMATION TECHNOLOGY COMPANIES. They have started
companies that have created over 10,000 jobs. They have led or worked in senior
positions for companies that have created over 100 billion dollars in
shareholder value.
All seven of these individuals are running for election at the Annual
Meeting and all are pledged to building value for you.
I ALSO WANT YOU TO KNOW THAT, IN THEIR CONTINUED EFFORT TO ALIGN THEIR
INTERESTS WITH YOURS, DIRECTORS AND OFFICERS OF MVC CAPITAL HAVE BEEN BUYING
ADDITIONAL COMPANY STOCK.
Here is what you should do to protect your long-term investment:
VOTE FOR THE MVC BOARD OF DIRECTORS ON THE
ENCLOSED WHITE PROXY CARD TODAY.
YOUR VOTE IS CRUCIAL; it will determine the future direction of the Company.
Please help us fulfill the Company's original mission of superior returns
through long-term venture capital investments.
On Behalf of your Board of Directors
Sincerely,
John M. Grillos
John M. Grillos
Chief Executive Officer
Letters to Fellow Stockholder, dated February 6, 2003 and February 11, 2003, are
being retracted by MVC Capital. This letter clarifies information that was
contained in those two prior letters.
IF YOU HAVE ANY QUESTIONS OR NEED HELP VOTING YOUR SHARES,
PLEASE CALL:
[MACKENZIE PARTNERS, INC. 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
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
FILING WITH THE SECURITIES AND EXCHANGE COMMISSION.
IN CONNECTION WITH THE ABOVE-DESCRIBED MATTERS AND ITS 2003 ANNUAL MEETING OF
SHAREHOLDERS, meVC DRAPER FISHER JURVETSON FUND I, INC. (d/b/a MVC CAPITAL) HAS
FILED A PROXY STATEMENT AND INTENDS TO FILE OTHER MATERIALS WITH THE SECURITIES
AND EXCHANGE COMMISSION. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND
THESE OTHER MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. SHAREHOLDERS MAY OBTAIN A FREE COPY OF THE PROXY
STATEMENT AND THESE OTHER MATERIALS WHEN THEY BECOME AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION CONCERNING
MVC CAPITAL AT THE SECURITIES AND EXCHANGE COMMISSION'S WEB SITE AT
HTTP://WWW.SEC.GOV. SHAREHOLDERS MAY ALSO OBTAIN FOR FREE THE PROXY STATEMENT
AND OTHER DOCUMENTS FILED BY MVC CAPITAL WITH THE SECURITIES AND EXCHANGE
COMMISSION IN CONNECTION WITH THE ABOVE-DESCRIBED MATTERS BY DIRECTING A REQUEST
TO BRIAN MATTHEWS AT 3000 SAND HILL ROAD, BUILDING ONE, SUITE 155, MENLO PARK,
CA 94025 OR 650-926-7015.
MVC CAPITAL AND ITS DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE
PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM MVC CAPITAL SHAREHOLDERS WITH
RESPECT TO THE ABOVE-DESCRIBED MATTERS. INFORMATION REGARDING THESE DIRECTORS
AND EXECUTIVE OFFICERS AND THEIR OWNERSHIP OF MVC CAPITAL COMMON STOCK IS SET
FORTH IN MVC CAPITAL'S PROXY STATEMENT FOR ITS 2003 ANNUAL MEETING OF
SHAREHOLDERS. ADDITIONAL INFORMATION REGARDING THESE DIRECTORS AND EXECUTIVE
OFFICERS AND THEIR INTERESTS IS INCLUDED IN THE PROXY STATEMENT.
Marked copy of Stockholder Letter dated February 19, 2003, compared against
Stockholder Letter dated February 6, 2003
[MVC LETTERHEAD]
THERE ARE ONLY 9 DAYS LEFT TO VOTE.
YOUR VOTE IS IMPORTANT.
PLEASE COMPLETE AND RETURN THE ENCLOSED WHITE PROXY CARD TODAY.
February 19, 2003
Dear Fellow Stockholder:
You may have recently received proxy material from a dissident
stockholder ---- Millenco, L.P. It is important for you to understand why what
Millenco is proposing could seriously imperil the long-term value of your
investment in MVC Capital.
Beware when Millenco tells you its interests are aligned with yours. We
believe Millenco and its handpicked director nominees have targeted MVC Capital
and its shareholders as their next victim. Here's their formula: buy funds cheap
at a discount, grab profits by pressuring those funds to buy in or distribute
shares at NAV or close to NAV and move on to another target. Professional
arbitrageurs win, but often enough, the individual shareholder is left behind,
cheated out of the potential of the fund's long-term value.
How can you prevent this from happening to your Company? It's up to
you.
Vote FOR the MVC Board of Directors on the enclosed
WHITE proxy card today.
What about the people that Millenco wants you to install
as Directors of MVC Capital?
Knapp. Hellerman. Karpus. All three have been associated with
attacks on closed-end funds that urged liquidation, open-ending or tender
offers, actions we believe are in direct conflict with the interest of long term
shareholders because they threaten to destroy or cripple closed-end funds in the
short term interest of "realizing NAV." These three know each other and
sometimes work together. They see eye to eye. Hellerman and Karpus were chosen
by Opportunity Partners, L.P. to serve on its dissident slate of directors in
its 1998 attempt to unseat the incumbent board of directors of the Emerging
Germany Fund, Inc. (now Dresdner RCM Investment Funds, Inc.),* and "realize net
asset value for their investments in the fund," a catchphrase for actions such
as tender offers, open-ending and other similar proposals advanced by
arbitrageurs.
--------
* Emerging Germany Fund ultimately open-ended in 1999 on the recommendation of
management.
Knapp has engaged in similar practices on behalf of Millenco. For
example, just last year, Knapp, on behalf of Millenco, urged Jardine Fleming
China Region Fund, Inc., a U.S. registered closed-end fund, "to open the Fund or
otherwise enable shareholders to realize NAV." Also last year, Karpus
Management, Inc. put an open-ending proposal to the shareholders of Cornerstone
Strategic Value Fund, Inc., a U.S. registered closed-end fund.
In the case of your fund, Knapp's employer, Millenco, has repeated
Opportunity Partner's choice and nominated Hellerman and Karpus to its slate.
And Millenco supports the Karpus tender offer proposal, which we believe will
threaten the viability of the fund's investment program.
MVC Capital stands for building shareholder value
Most of you invested in MVC Capital to have the opportunity to
participate in long-term venture capital investments in information technology.
And venture capital is a growth engine of America, creating jobs, opportunities,
fostering new technology and building the future. Compare that to Millenco and
Karpus who have angled for quick profits at the expense of long-term investors.
MVC Capital: The right time, the right strategy, the right team.
The right time. We believe the current market environment offers
substantial investment opportunities to create value for both the near- and
long-term. We believe we have reached a turning point in the venture capital
investing cycle and prospects to meet the Fund's original long-term investment
objective have never been better.
The right strategy. Your Board of Directors has put into place a
refined strategy that we believe is the best course to build long-term value for
shareholders. We have a strengthened investment team with a streamlined
management organization. We now offer venture debt financing in addition to
equity investing. This is a unique strategy that diversifies your Company's
portfolio, generates interest income and gives us greater access to invest in
attractive companies backed by leading venture capitalists. And, we have put
into place a $20 million share repurchase program to take advantage of
opportunities to buy back MVC shares at appropriate levels to benefit all
shareholders.
The right team. In our view, your Board of Directors' candidates are
among the most experienced and visionary business leaders in the United States.
They helped create over 200 information technology companies. They have started
companies that have created over 10,000 jobs. They have led or worked in senior
positions for companies that have created over 100 billion dollars in
shareholder value.
All seven of these individuals are running for election at the Annual
Meeting and all are pledged to building value for you.
I also want you to know that, in the continued effort to align their
interests with yours, Directors and officers of MVC Capital have been buying
additional company stock.
Here is what you should do to protect your long-term investment:
Vote FOR the MVC Board of Directors on the
enclosed WHITE proxy card today.
Your vote is crucial; it will determine the future direction of the
Company. Please help us fulfill the Company's original mission of superior
returns through long-term venture capital investments.
On Behalf of your Board of Directors
Sincerely,
John M. Grillos
Chief Executive Officer
Letters to Fellow Stockholder, dated February 6, 2003 and February 11, 2003, are
being retracted by MVC Capital. This letter clarifies information that was
contained in those two prior letters.
Marked copy of Stockholder Letter dated February 19, 2003, compared against
Stockholder Letter dated February 11, 2003
[MVC LETTERHEAD]
THERE ARE ONLY 9 DAYS LEFT TO VOTE.
YOUR VOTE IS IMPORTANT.
PLEASE COMPLETE AND RETURN THE ENCLOSED WHITE PROXY CARD TODAY.
February 19, 2003
Dear Fellow Stockholder:
You may have recently received proxy material from a dissident
stockholder ---- Millenco, L.P. It is important for you to understand why what
Millenco is proposing could seriously imperil the long-term value of your
investment in MVC Capital.
Beware when Millenco tells you its interests are aligned with yours. We
believe Millenco and its handpicked director nominees have targeted MVC Capital
and its shareholders as their next victim. Here's their formula: buy funds cheap
at a discount, grab profits by pressuring those funds to buy in or distribute
shares at NAV or close to NAV and move on to another target. Professional
arbitrageurs win, but often enough, the individual shareholder is left behind,
cheated out of the potential of the fund's long-term value.
How can you prevent this from happening to your Company? It's up to
you.
Vote FOR the MVC Board of Directors on the enclosed
WHITE proxy card today.
What about the people that Millenco wants you to install
as Directors of MVC Capital?
Knapp. Hellerman. Karpus. All three have been associated with attacks
on closed-end funds that urged liquidation, open-ending or tender offers,
actions we believe are in direct conflict with the interest of long term
shareholders because they threaten to destroy or cripple closed-end funds in the
short term interest of "realizing NAV." These three know each other and
sometimes work together. They see eye to eye. Hellerman and Karpus were chosen
by Opportunity Partners, L.P. to serve on its dissident slate of directors in
its 1998 attempt to unseat the incumbent board of directors of the Emerging
Germany Fund, Inc. (now Dresdner RCM Investment Funds, Inc.),* and "realize net
asset value for their investments in the fund," a catchphrase for actions such
as tender offers, open-ending and other similar proposals advanced by
arbitrageurs.
--------
* Emerging Germany Fund ultimately open-ended in 1999 on the recommendation of
management.
Knapp has engaged in similar practices on behalf of Millenco. For
example, just last year, Knapp, on behalf of Millenco, urged Jardine Fleming
China Region Fund, Inc., a U.S. registered closed-end fund, "to open the Fund or
otherwise enable shareholders to realize NAV." Also last year, Karpus
Management, Inc. put an open-ending proposal to the shareholders of Cornerstone
Strategic Value Fund, Inc., a U.S. registered closed-end fund.
In the case of your fund, Knapp's employer, Millenco, has repeated
Opportunity Partner's choice and nominated Hellerman and Karpus to its slate.
And Millenco supports the Karpus tender offer proposal, which we believe will
threaten the viability of the fund's investment program.
MVC Capital stands for building shareholder value
Most of you invested in MVC Capital to have the opportunity to
participate in long-term venture capital investments in information technology.
And venture capital is a growth engine of America, creating jobs, opportunities,
fostering new technology and building the future. Compare that to Millenco and
Karpus who have angled for quick profits at the expense of long-term investors.
MVC Capital: The right time, the right strategy, the right team.
The right time. We believe the current market environment offers
substantial investment opportunities to create value for both the near- and
long-term. We believe we have reached a turning point in the venture capital
investing cycle and prospects to meet the Fund's original long-term investment
objective have never been better.
The right strategy. Your Board of Directors has put into place a
refined strategy that we believe is the best course to build long-term value for
shareholders. We have a strengthened investment team with a streamlined
management organization. We now offer venture debt financing in addition to
equity investing. This is a unique strategy that diversifies your Company's
portfolio, generates interest income and gives us greater access to invest in
attractive companies backed by leading venture capitalists. And, we have put
into place a $20 million share repurchase program to take advantage of
opportunities to buy back MVC shares at appropriate levels to benefit all
shareholders.
The right team. In our view, your Board of Directors' candidates are
among the most experienced and visionary business leaders in the United States.
They helped create over 200 information technology companies. They have started
companies that have created over 10,000 jobs. They have led or worked in senior
positions for companies that have created over 100 billion dollars in
shareholder value.
All seven of these individuals are running for election at the Annual
Meeting and all are pledged to building value for you.
I also want you to know that, in the continued effort to align their
interests with yours, Directors and officers of MVC Capital have been buying
additional company stock.
Here is what you should do to protect your long-term investment:
Vote FOR the MVC Board of Directors on the
enclosed WHITE proxy card today.
Your vote is crucial; it will determine the future direction of the
Company. Please help us fulfill the Company's original mission of superior
returns through long-term venture capital investments.
On Behalf of your Board of Directors
Sincerely,
John M. Grillos
Chief Executive Officer
Letters to Fellow Stockholder, dated February 6, 2003 and February 11, 2003, are
being retracted by MVC Capital. This letter clarifies information that was
contained in those two prior letters.