SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[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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MVC Capital Mails Definitive Proxy Statement to All Stockholders
Urges Stockholders to Vote For its Seven World-Class Director Candidates
MENLO PARK, CA - January 29, 2003 - MVC Capital (NYSE:MVC), an information
technology venture capital fund, today announced the mailing of its Definitive
Proxy Statement, along with an Annual Report for the Company's fiscal year end
2002, to all stockholders in preparation for MVC's Annual Meeting of
Stockholders to be held February 28, 2003 in Menlo Park. The Company said it has
filed the Definitive Proxy Statement and Annual Report with the Securities and
Exchange Commission. As part of its mailing, John M. Grillos, the Company's
Chief Executive Officer sent a letter to all stockholders, which is attached.
The letter said, in part:
"...we are putting up for election all seven Directors, including six new
Directors, who are world-class business professionals with proven track records
in building stockholder value... Our candidates are convinced that MVC Capital
has embarked on the right strategy at the right time."
"Most of you invested in MVC Capital in order to have the opportunity to
participate in long-term venture capital investments in information technology.
We believe our Director slate represents the best people to oversee the
implementation of the Fund's strategy going forward."
In its letter to stockholders, the Company further noted that, "A dissident
stockholder- Millenco, L.P. - has announced its intention to begin a proxy
contest. Among other things, Millenco will be proposing its own nominees to
seize control of your Company's Board of Directors. Millenco is a hedge fund
with a record of "raiding" closed-end funds, and we urge you to reject Millenco
and its nominees."
Mr. Grillos also said, "Your new Director candidates are making their own
personal investments in the Company. These individuals believe the Company has a
bright long-term future and intend to align their interests directly with
yours."
In the letter, Mr. Grillos urged fellow stockholders to vote for MVC's
world-class Director candidates, which include:
-- Michael H. Jordan. Former Chairman & CEO, CBS Corporation and
Westinghouse Electric Corporation. Board member of Dell Computer Corp.,
Aetna, Inc., i2 Technologies and Pinnacor Inc.
-- Laurence R. Hootnick. Former President & CEO, Maxtor Corp. As a Senior
Vice President of Intel, his responsibilities included Finance &
Administration and Worldwide Sales & Marketing; also, former President
of Intel's Embedded Control & Memory Group. Co-founder of Acuity
Ventures.
-- Vincent H. Tobkin. Director, Founder & Head, Worldwide Technology and
Telecom, Bain & Company. Earlier, he founded and was a General Partner
of Sierra Ventures and a Partner of McKinsey & Company's High Technology
Practice.
-- Peter J. Locke. Former Managing Director and Head of the Western Region
of Citibank Corporate Banking, where he was involved in numerous
corporate debt financings. Currently a commercial and financial
arbitrator.
-- Frederick M. Hoar. Communications and marketing strategist for leading
technology firms, from Fairchild to RCA. He led communications during
Apple's IPO
and was involved with the launch of the Lisa and Macintosh computers.
-- James K. Sims. Founder and former CEO of Cambridge Technology Partners,
an international management consulting company. Founder and former
Chairman & CEO of Concurrent Computer Corporation. Co-Founder, Chairman
& CEO of GEN3 Partners and Board member of RSA Security.
The text of Mr. Grillos' letter to stockholders follows:
January 29, 2003
Dear Fellow Stockholder:
You are cordially invited to attend the 2003 Annual Meeting of
Stockholders of MVC Capital. We are pleased to enclose a notice of the meeting
and a Proxy Statement that outlines the formal agenda for the meeting, along
with an Annual Report for the Fund's financial year end 2002. We hope that you
will be able to join us. Whether or not you plan to attend the meeting, please
sign and mail the enclosed proxy card. Your vote is crucial to the future
direction of your Company.
Please note that we are putting up for election all seven Directors,
including six new Directors who are world-class business professionals with
proven track records in building stockholder value.
Our candidates are convinced that MVC Capital has embarked on the right
strategy at the right time. Most of you invested in MVC Capital for the
opportunity to participate in long-term venture capital investments in
information technology. We believe our Director slate represents the best people
to oversee the implementation of the Fund's strategy going forward.
We believe that venture capital investing has reached a turning point in
its history. Your Fund's management prudently conserved cash in anticipation of
the time that is before us. It is now time to make the investments that will
create the next wave of great information technology companies.
We are excited about our recent investments--high-potential companies
supported by top-flight venture capital firms. These investments are further
evidence that we are making progress consistent with our original
mission--"long-term capital appreciation from venture capital investments . . .
in companies that we believe have high growth potential over the long term."
Your vote is important. A dissident stockholder--Millenco, L.P.--has
announced its intention to begin a proxy contest. Among other things, Millenco
will be proposing its own nominees to seize control of your Company's Board of
Directors. Millenco is a hedge fund with a record of "raiding" closed-end funds,
and we urge you to reject Millenco and its nominees.
Your new Director candidates are making their own personal investments in
the Company. These individuals believe the Company has a bright long-term future
and intend to align their interests directly with yours.
Therefore, your vote FOR the Fund's Board of Directors (Proposals 1, 2
and 3) and AGAINST Proposals 4 and 5 is critical. Please sign, date and mail the
WHITE proxy card today.
We appreciate your support.
On behalf of your Board of Directors,
Sincerely,
/s/ John M. Grillos
John M. Grillos
Chief Executive Officer
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.
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.
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.
CONTACT: MVC Capital
Brian Matthews, 650/926-7015 (Investors)
or
The Abernathy MacGregor Group (Media)
Mike Pascale/Rhonda Barnat, 212/371-5999