SCHEDULE 14A INFORMATION
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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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[MVC CAPITAL LETTERHEAD]
February 24, 2003
YOUR VOTE WILL DECIDE THIS ELECTION
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TIME IS EXTREMELY SHORT -- DO NOT DELAY
DEAR MVC SHAREHOLDER,
Your Board of Directors is pleased to announce that Institutional
Shareholder Services (ISS) recommends that you vote for MVC Capital's Board of
Directors candidates.
ISS is the world's leading independent research service that advises
institutional shareholders how to vote in proxy contests such as ours. ISS IS
ADVISING THEIR INSTITUTIONAL CLIENTS TO SUPPORT MVC'S BOARD, AND HERE'S WHY:
MVC has put together an impressive slate of new Directors to help guide the
Fund
MVC appears to have the best strategy and the most complete plan to
continue the Fund's operations in a manner consistent with investors'
long-term investment goals
MVC's investment decision to maintain a large cash position suggests both
discipline and insight and has left the Fund better positioned today
We have attached our press release summarizing the reasons for ISS's
recommendation.
Please mail in the most recent WHITE proxy card that you have received from
your bank or broker. Even if you have already voted, it's not too late to change
your mind. Only your latest dated proxy card that is received on or before the
meeting date will be counted. MVC's Annual Meeting is scheduled for 9:00 AM PST
on Friday, February 28, 2003, so time is running short. You still have time to
vote but you must act today.
YOUR VOTE IS EXTREMELY IMPORTANT. DON'T ALLOW A GROUP OF HEDGE FUNDS TO MAKE
THIS DECISION FOR YOU.
Your Board of Directors appreciates your support, and we look forward to
continuing to serve the best interests of all shareholders. If you require
assistance in voting your shares, please call MacKenzie Partners, Inc. toll free
at (800) 322-2885.
Sincerely,
John M. Grillos Laurence R. Hootnick
Michael H. Jordan
Peter J. Locke Vincent H. Tobkin
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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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[MVC CAPITAL LETTERHEAD]
LEADING PROXY ADVISOR SUPPORTS
MVC CAPITAL'S BOARD OF DIRECTORS CANDIDATES
RECOMMENDS STOCKHOLDERS VOTE FOR SEVEN DIRECTORS AND
AGAINST DISSIDENT HEDGE FUND SHAREHOLDER MILLENCO
MENLO PARK, CA -- February 24, 2003 -- MVC Capital (NYSE:MVC), an
information technology venture capital fund, said today that Institutional
Shareholder Services (ISS), the world's leading independent stockholder advisory
organization, issued a February 21, 2003 report to its clients recommending that
MVC Capital shareholders vote in favor of Management's Board of Directors
candidates at MVC's upcoming Annual Meeting of Shareholders on February 28,
2003. ISS recommended that MVC Capital shareholders vote against dissident hedge
fund shareholder Millenco's director nominees.
'We are extremely pleased with ISS's recommendation that shareholders vote
for MVC Capital's Board of Directors candidates,' said John M. Grillos, chief
executive officer of MVC Capital. 'In our view, our candidates are among the
most experienced and visionary business leaders in the United States. We believe
our candidates are clearly the right choice for MVC shareholders to oversee and
support MVC as we continue to execute our enhanced investment strategy.'
In its report, ISS noted that the Fund is designed for investors who want to
participate in venture capital investing and stated that MVC appears to have a
more complete plan than Millenco to meet that objective. ISS cited the
impressive slate of MVC Director candidates and observed that MVC appears better
positioned to meet the objectives of the Fund's shareholders and provide long
term value. ISS noted that the Board's recently enhanced investment strategy,
which includes venture debt financing, is designed to produce increased
opportunities for the Fund while reducing volatility.
ISS further cited that MVC's strong cash position 'suggests both discipline
and insight,' and noted that MVC was best positioned for what management
believes is a turning point in venture capital investing.
In contrast, ISS noted that Millenco, the dissident hedge fund shareholder,
has a less-complete business plan, which does not yet include a qualified
manager. ISS observed that several of Millenco's director nominees had records
of working in the past toward the open-ending or liquidation of closed-end
funds. Overall, ISS noted that Millenco's stated support of a tender offer
proposal suggested that Millenco wishes to reduce the Fund's assets and return
them to investors. This would run counter to the objective of MVC Capital and
the opportunity for long-term gains that attracted shareholders to the Fund
originally.
ISS reported that MVC Capital has taken steps to be responsive to
shareholders, particularly in offering a new slate of Directors and putting the
entire slate up for election by the shareholders. In addition, ISS mentioned
that 'MVC's new strategy of prudent share repurchases and income generation
should help to alleviate much of the discount.'
ISS did not support a shareholder proposal relating to tender offers, noting
that the proposal would make it very difficult for the Fund's Board to fully
implement the venture strategy. ISS did support Millenco's call for a
non-binding bylaw amendment that would grant five percent shareholders the right
to call a special meeting. MVC Capital has already amended the Fund's bylaws to
provide fifteen percent shareholders the right to call a special meeting.
In conclusion, ISS recommended a vote for MVC Capital's seven Director
candidates by returning the white proxy card. The MVC Capital Director
candidates are: John M. Grillos, Frederick M. Hoar, Laurence R. Hootnick,
Michael H. Jordan, Peter J. Locke, James K. Sims, and Vincent H. Tobkin.
ISS noted that 'MVC seems to be on the right path to providing value for its
long-term investors.' ISS recommended that MVC shareholders vote against
dissident shareholder Millenco by not returning their card.
'We continue to urge MVC shareholders to vote for the MVC candidates on the
white proxy card as time is growing short,' Mr. Grillos said. 'If any
shareholders need assistance in voting, please contact MacKenzie Partners toll
free at (800) 322-2885.'
ABOUT MVC CAPITAL
MVC Capital, a business development company, was formed to provide
individual investors with the opportunity to invest in venture capital, a
historically top-performing asset class previously open only to high-net-worth
individuals and institutional investors. The Fund's investment objective is
long-term capital appreciation from venture capital investments in information
technology companies. MVC Capital utilizes both equity investing and lending to
achieve its objective. Additional information on the Fund and its investments
may be obtained by writing to MVC Capital, 3000 Sand Hill Road, Building One,
Suite 155, Menlo Park, CA 94025, Attention: Secretary, via the website at
www.mvccapital.com, or by calling (877) 474-6382.
Contact:
MVC Capital
Brian Matthews, 650/926-7015 (Investors)
or
The Abernathy MacGregor Group (Media)
Mike Pascale/Rhonda Barnat, 212/371-5999
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.