UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
AMENDMENT NO. 4
Under the Securities Exchange Act of 1934
MEVC DRAPER FISHER JURVETSON FUND I, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
5538291002
(CUSIP Number)
FRED M. STONE, ESQ. ASHER S. LEVITSKY P.C.
MILLENNIUM PARTNERS, L.P. ESANU KATSKY KORINS & SIGER, LLP
666 FIFTH AVENUE; 8TH FLOOR 605 THIRD AVENUE
NEW YORK, NEW YORK 10103 NEW YORK, NEW YORK 10158
(212) 841-4124 (212) 716-3239
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
JANUARY 31, 2003
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box.[]
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 5538291002 SCHEDULE 13D
================================================================================
NAME OF REPORTING PERSON
and I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
1 Millenco, L.P. , 13-3532932
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
2 (b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
SOURCE OF FUNDS
4 WC
--------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
--------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES 7 1,125,500 6.9%
BENEFICIALLY ------------------------------------------------------------
OWNED BY
EACH REPORTING SHARED VOTING POWER
PERSON WITH
8 -0- 0%
------------------------------------------------------------
SOLE DISPOSITIVE POWER
9 1,125,500 6.9%
------------------------------------------------------------
SHARED DISPOSITIVE POWER
10 -0- 0%
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,125,500
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 6.9%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14 PN
================================================================================
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 4 relates to the common stock, par value $.01 per
share, of meVC Draper Fisher Jurvetson Fund I, Inc. which conducts business
under the name MVC Capital (the "Fund"), and amends the Schedule 13D, filed with
the Securities and Exchange Commission on June 12, 2002, as amended. The
Schedule 13D, as so amended, is hereinafter referred to as the "Schedule."
This Amendment is filed in accordance with Rule 13d-2 of the Securities
Exchange Act of 1934, as amended, by MillenCo, L.P. ("Millenco"). It shall refer
only to information that has materially changed since the filing of the
Schedule.
This Amendment is being filed to correct an error in Amendment No. 3,
and restates and corrects the information contained in Amendment No. 3. It also
discloses litigation commenced on February 6, 2003 by the Fund against
Millenco.
ITEM 4. PURPOSE OF TRANSACTION.
On January 31, 2003, Millenco filed a definitive proxy statement (the
"Proxy Statement") which is a solicitation in opposition to the solicitation by
the Fund's board of directors for the Fund's 2003 annual meeting of
shareholders, which is scheduled for February 28, 2003. Millenco has also filed
supplementary solicitation material with the SEC and may file additional
solicitation material with the SEC in the future.
In the Proxy Statement, Millenco states that it will nominate, and is
soliciting proxies for the election as director of, Robert Knapp, Terry Feeney,
George W. Karpus, Emilio A. Dominianni, Robert S. Everett, Gerald Hellerman and
Bruce W. Shewmaker, and it is soliciting proxies in favor of the two shareholder
proposals. Although Messrs. Knapp, Feeney, Karpus, Dominianni, Everett,
Hellerman and Shewmaker have agreed to be included as Millenco's nominees, they
have each disclaimed membership in a group with each other and with Millenco,
and Millenco disclaims membership in a group with each of its nominees for
director. However, Robert Knapp, who is a managing director of Millennium
Partners, L.P., and Terry Feeney, who is vice chairman and chief operating
officer of Millennium Partners, L.P., may, by virtue of their positions, be
deemed to be members of a group with Millenco.
Information concerning Millenco's nominees for director is included in
the Proxy Statement and is incorporated by reference in this Amendment.
The two shareholder proposals are as follows.
The following proposal, which is Proposal No. 4 in the Proxy Statement,
was submitted by Millenco:
RESOLVED: That the shareholders of meVC Draper Fisher Jurvetson
Fund I, Inc. ("Company"), recommend that the Company's board of directors
take all steps necessary to amend the Company's By-laws to include the
provision set forth below, granting shareholders the limited right to call
special meetings of shareholders, and that the Company's officers and
Board of Directors take all steps necessary to effectuate, and to enable
the shareholders to vote to approve the same amendment to the certificate
of incorporation:
"Any shareholder owning at least 5% of the outstanding common
stock of the Company may demand that the Company's Chairman, Vice
Chairman, Chief Executive Officer or President call a special meeting of
shareholders. The demand shall be in writing and shall state the
purpose(s) of the special meeting. Within five (5) business days of the
Company's receipt of the demand, the officer(s) upon whom the demand is
made shall call such meeting to be held
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at the Company's principal office in the United States, on a date within
not less than ten (10) nor more than sixty (60) days after the record date
for such meeting. The record date shall be fixed as of a date not less
than fifteen (15) nor more than thirty (30) days after the date the demand
is received."
The following proposal, which is Proposal No. 5 in the Proxy Statement,
was submitted by Karpus Investment Management, Inc. d/b/a Karpus Investment
Management:
RESOLVED, that the stockholders of meVC Draper Fisher Jurvetson Fund I
(MVC) recommend that the Board of Directors take all steps necessary to
conduct a tender offer for 25 percent of the outstanding shares at an
amount equal to 95 percent of the NAV in each year where the fund discount
averages more than ten percent; provided, however, that MVC need not take
such action if the effect of that action would be to impair the capital of
MVC within the meaning of section 160 of the Delaware General Corporation
Law.
Mr. George W. Karpus, who is one of Millenco's nominees for director,
is president and chief executive officer of Karpus Management, Inc. d/b/a Karpus
Investment Management, a registered investment advisor.
The Fund's certificate of incorporation provides for a classified board
of directors. At the annual meeting, the shareholders will vote to elect two
directors for a term which expires at the 2004 annual meeting, two directors for
a term which expires at the 2005 annual meeting, and three directors for a term
which expires at the 2006 annual meeting. Each of Millenco's nominees for
directors has agreed that, if elected, he will serve as a director as if he were
elected for a one-year term and will not use the device of the classified board
to entrench himself in office. Thus, if they are elected at this meeting, the
Millenco nominees will, at the 2004 annual meeting, and each year thereafter,
give the Fund's shareholders the opportunity to choose to re-elect any or all of
the members of the board of directors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Millenco owns 1,125,500 shares of the Fund's common stock, representing
6.9% of the outstanding common stock.
On February 4, 2003, Millenco purchased 26,000 shares of common stock
at $8.52 per share. Millenco did not engage in any other transactions in the
Company's common stock since the filing of Amendment No. 2 to the Schedule.
These shares were purchased by Millenco (10,000 shares) and Millennium USA, L.P.
(16,000 shares).
Millenco is a Delaware limited partnership. Millennium USA, L.P.,
Millennium International, Ltd. and Millennium Global Estate, L.P. are investment
funds that are limited partners of Millennium Partners, L.P. The general partner
of Millennium Partners, L.P. is Millennium Management, LLC. As of February 7,
2003, the 1,125,500 shares are owned as follows:
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Name Shares
---- ------
Millennium USA, L.P. 450,771
Millennium International, Ltd. 334,729
Millenco, L.P. 194,300
Millennium Global Estate, L.P. 145,700
---------
1,125,500
Information relating to the beneficial stock ownership of Millenco's
nominees for election as director is included in the Proxy Statement and
incorporated by reference in this Amendment.
None of Millenco's nominees has engaged in any business or other
transactions with the Fund.
Millenco has proposed the adoption of Proposal No. 4, and George W.
Karpus has proposed the adoption of Proposal No. 5. Both proposals are advisory
and are set forth in Item 4 of this Schedule 13D.
Millenco sued the Fund and its directors in the Chancery Court of
Delaware alleging breach of the directors' fiduciary duty for making materially
false and misleading statements in its proxy statements relating to its 2001 and
2002 annual meetings. On December 19, 2002 and January 8, 2003, the court
granted judgment to Millenco and ordered the Fund to hold a meeting of
shareholders by February 28, 2003 for the purpose of electing directors to fill
the three positions for the directors who were elected as a result of the
misleading proxy statements. The annual meeting was called by the Fund in
response to the court's order.
On February 6, 2003, the Fund commenced an action against Millennium
Partners, L.P., Millenco and Karpus Management, Inc. seeking a preliminary
injunction to prevent them from voting some or all of their shares and from
soliciting proxies in connection with the annual meeting. Millenco believes
that this action is frivolous and without merit.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Millenco has entered into agreements with its nominees for director
pursuant to which the nominees agreed to be Millenco's nominees, and Millenco
agreed to indemnify them against liability which they may incur relating to
their nomination or election. If the nominees are elected, the indemnification
provisions applicable to directors under the Fund's certificate of
incorporation, by-laws and Delaware law will replace Millenco's indemnity.
Except as set forth above and as described in Item 5, Millenco has no
contracts, arrangements, understandings or relationships with respect to the
Fund's securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Form of nominee agreement between Millenco and each of its
nominees for director.
Exhibit 2. Millenco's proxy statement dated January 31, 2003 (filed with the
SEC on January 31, 2003 and incorporated herein by reference).
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information contained in this Statement is
true, complete and correct.
Dated February 7, 2003
MILLENCO, L.P.
By: MILLENNIUM MANAGEMENT, LLC
General Partner
By: /s/ Terry Feeney
--------------------------------------
Terry Feeney, Chief Operating Officer
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