-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FgHKUQOuGDFDfUyZXDF14ROra0r15T6ieYz1hKIvhxzU9wBIU5LjV0RMbt7rxOEE RG6Oob/lS4riyZbBNykn2A== 0000891092-03-000049.txt : 20030116 0000891092-03-000049.hdr.sgml : 20030116 20030116134232 ACCESSION NUMBER: 0000891092-03-000049 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030116 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLENCO LP/NY CENTRAL INDEX KEY: 0001132413 IRS NUMBER: 133532932 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 666 FIFTH AVENUE 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 MAIL ADDRESS: STREET 1: 666 FIFTH AVENUE 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEVC DRAPER FISHER JURVETSON FUND I INC CENTRAL INDEX KEY: 0001099941 IRS NUMBER: 943346760 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78303 FILM NUMBER: 03516082 BUSINESS ADDRESS: STREET 1: 991 FOLSOM ST STREET 2: STE 301 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 4159776150 MAIL ADDRESS: STREET 1: 991 FOLSOM ST CITY: SAN FRANCISCO STATE: CA ZIP: 94107 FORMER COMPANY: FORMER CONFORMED NAME: MEVC DRAPER FISHER JURVETSON FUND I INC DATE OF NAME CHANGE: 19991207 SC 13D/A 1 e14150sc13da.txt SCHEDULE 13D/A AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 2 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 16, 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). Page 1 of 7 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) [_] 2 (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- SOURCE OF FUNDS 4 OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - -------------------------------------------------------------------------------- NUMBER OF SOLE VOTING POWER SHARES 7 1,099,500 6.66% BENEFICIALLY ------------------------------------------------------------- OWNED BY SHARED VOTING POWER EACH REPORTING 8 -0- 0% PERSON WITH ------------------------------------------------------------- SOLE DISPOSITIVE POWER 9 1,099,500 6.66% ------------------------------------------------------------- SHARED DISPOSITIVE POWER 10 -0- 0% - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,099,500 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 6.66% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON 14 PN ================================================================================ Page 2 of 7 Item 1. Security and Issuer. This Amendment No. 2 relates to the common stock, par value $.01 per share of MeVC Draper Jurvetson Fund I, Inc. which conducts business under the name MVC Capital (the "Company"), 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. Item 4. Purpose of Transaction. This following information supplements the information included in Item 4 of the Schedule. On December 19, 2002, the Delaware Chancery Court, in an action commended by Millenco against the Company and John R. Grillos, Larry J. Gerhard, Harold E. Hughes, Jr. and Chauncey F. Lufkin, required the Company to hold new elections for the three directors who were elected to the board in 2001 and 2002, finding that the Company had used materially misleading proxy materials in soliciting proxies. The Court has subsequently ordered the Company to hold a meeting for the election of these directors not later than February 28, 2003. Millenco intends to propose an opposing slate of directors at the meeting. Its intentions are based on current circumstances and are subject to change at any time. On or about January 16, 2003, Millenco sent to the Company's stockholders a letter dated January 15, 2003, disclosing the Court decision and advising the stockholders that Millenco intends to propose a slate of directors for election on the proposed meeting. Item 5. Interest in Securities of the Issuer. Millenco owns 1,099,500 shares of the Company's common stock, representing 6.66% of the outstanding common stock. On December 23, 2002, Millenco purchased 50,000 shares of common stock at an average price of $8.22278 per share. Millenco did not engage in any other transactions in the Company's common stock during the 60 days prior to the date of this Amendment No. 2. Item 7. Material to be filed as Exhibits. Exhibit 1. Letter dated January 15, 2003, from MillenCo, L.P. to the Company's stockholders. Page 3 of 7 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information contained in this Statement is true, complete and correct. Dated January 16, 2003 MILLENCO, L.P. By: MILLENNIUM MANAGEMENT, LLC General Partner By: ------------------------------------- Terry Feeney, Chief Operating Officer Page 4 of 7 EX-1 3 e14150ex1.txt LETTER TO SHAREHOLDERS Exhibit 1 Millenco, L.P. 666 FIFTH AVENUE TELEPHONE 212.841.4100 NEW YORK, NY 10103-0899 TELEFAX 212.841.4141 January 15, 2003 Dear Fellow MVC Shareholder: Millenco L.P., a wholly-owned subsidiary of Millennium Partners ("Millennium") is the largest shareholder of MVC Capital ("MVC" or the "Fund"), and we are writing to alert you to the following important news for MVC shareholders: 1. MVC's 2001 and 2002 director elections were recently overturned by a Delaware Court on the grounds of proxy deception and breach of fiduciary duties by the current directors. The Court has ordered MVC to hold new elections for directors by February 28, 2003. And 2. As a result, MVC shareholders will have the opportunity to elect new directors. The future direction of this long mismanaged and under-performing asset is finally in the hands of shareholders, where it belongs. COURT OVERTURNS ELECTIONS OF CEO JOHN GRILLOS AND OTHER DIRECTORS CITING BREACH OF FIDUCIARY DUTIES On December 19, 2002, the Delaware Chancery Court ruled that the MVC Board procured the election of directors at both its 2001 and 2002 annual meetings by the use of "materially false and misleading proxy materials" and had breached its fiduciary duties by concealing from MVC shareholders critical information that demonstrated several of the Fund's directors had gross conflicts of interest. As a remedy, the court overturned the elections of directors John Grillos, Larry Gerhard and Peter Freudenthal and ordered new director elections by no later than February 28, 2003. MVC: A COMPANY HELD HOSTAGE BY ITS BOARD Since MVC's inception early in 2000, Fund CEO John Grillos and his cronies on the Board have run our company like their personal candy store. They have virtually no investment in the Fund, yet they have collected more than $15 million in fees and other compensation, while shareholders have suffered through a 60% decline in share price and the destruction of nearly $200 million in shareholder value. Worst of all, the MVC Board of Directors treats shareholders as nothing more than an unpleasant speed bump in their race to exploit the Fund's cash. When shareholders voted to terminate the investment advisory agreements between MVC and the investment advisory companies run by John Grillos and former director Peter Freudenthal in March 2002, the Board exploited a loophole in the SEC Page 5 of 7 rules and retained John Grillos as chief executive. In a display of shocking contempt for the binding vote of shareholders, the Board announced that the Fund would be "internally managed" and allowed the same executives to stay in charge of the Fund. Since then, MVC's management has hired numerous new employees, moved to expensive new offices, changed the Fund's investment focus without seeking shareholder approval, and spent nearly 20% of the Fund's remaining cash, pushing down the stock price by an additional 10%. During the last week of 2002, just days after the Delaware Court ordered new director elections, management spent $20 million of the Fund's cash on unnamed investments. Though MVC's website indicated a substantial drawdown in cash, no press release accompanied this significant event, nor did the Fund specify where the $20 million went. DO NOT BE FOOLED BY THE BOARD'S MEANINGLESS STATISTICS AND FALSE PROMISES Prepare yourselves for an onslaught of solicitations from the current Board of Directors as they seek reelection. They will spend the Fund's cash without any restraint to finance a massive publicity and proxy solicitation campaign as they seek to keep hold of the jobs they have performed so poorly for the past three years. We have learned that they already hired one of the world's most expensive proxy solicitation firms, along with multiple large Washington and Wall Street law firms -- all using Fund money -- to conduct this campaign. Despite what management may say, the reality is that MVC has never received SEC approval to execute its original business plan and bears no resemblance to the Fund described in its original registration documents. Remember this fact when MVC hurls meaningless statistics at you in an effort to convince you that they have "outperformed" certain indices and are "proud" of their dismal investment record. Millennium cannot outspend the MVC Board, but we are confident that MVC's shareholders will see through their expensive and wasteful propaganda campaign and vote in a new Board. TAKE BACK CONTROL OF YOUR COMPANY AND DISMISS THE CURRENT MVC BOARD -- THE FATE OF YOUR INVESTMENT DEPENDS ON IT The current Board of Directors' record speaks for itself: three consecutive years of miserable performance, gross breaches of fiduciary duty, rampant conflicts of interest, and personal enrichment at shareholders' expense. It is time for new leadership at MVC. To this end, Millennium Partners plans to propose a slate of new independent directors for election at the upcoming shareholder meeting. Millennium's nominees will be dedicated to a single purpose: maximizing the value of the Fund for MVC's long-suffering shareholders. We own over 1 million shares of MVC, an investment of over $10 million, and we have spent countless hours and hundreds of thousands of dollars over the past two years working to turn this Company around. Our interests are aligned with yours. Millennium pledges to install world-class, "shareholder first," managers, rein-in expenses and stop the senseless bleeding of the Fund's cash. We will then examine the best means for improving the share price and enhancing value for shareholders. Whether this occurs through cash dividends, tender offers, a merger, a liquidation or other means will be determined promptly after we, the shareholders, gain control of the Board. We will offer more details about our proposed director slate, along with their strategies for enhancing and maximizing shareholder value, in the next few weeks. Page 6 of 7 Later this month, you will receive our definitive proxy statement and proxy cards. We hope that we can count on you to support the Millennium director slate so MVC shareholders can finally free our company from captivity by the current Board. Please feel free to call me if you have any questions. My telephone number is 212-841-4100, and email may be sent to mevcshareholders@yahoo.com. In addition, further information may be found at www.mevcshareholders.com. Sincerely, Robert Knapp Managing Director The following disclosures are made pursuant to Rule 14a-12 of the Securities and Exchange Commission (the "SEC"), promulgated under the Securities Exchange Act of 1934: a. To the extent the foregoing letter may be considered a "solicitation," as defined by SEC regulations, such solicitation is being made by Millenco, L.P., a Delaware limited partnership, which is a broker-dealer and member of the American Stock Exchange. The general partner of Millenco is Millennium Management, LLC, a Delaware limited liability company. The sole manager of Millennium Management, LLC is Israel A. Englander. The principal office of Millenco, Millennium and Mr. Englander is 666 Fifth Avenue, New York, New York 10103. b. For a description of the above persons' direct or indirect interests in MVC Capital, Inc. (the "Fund"), we refer you to the Amendment No. 1 to Schedule 13D, filed by Millenco, L.P., on or about August 27, 2002 with the Securities and Exchange Commission. That Schedule may be found at: www.sec.gov/Archives/edgar/data/1132413/000116923202001335/ d51779_sc13d.txt. c. Millenco, L.P. has not yet prepared a proxy statement, because the Fund's shareholders meeting for election of directors has not yet been scheduled. When the Fund does schedule a shareholders meeting to elect directors, Millenco will nominate candidates, and solicit shareholders' proxies, pursuant to a proxy statement, which will be mailed to the Fund's shareholders. SHAREHOLDERS SHOULD READ ANY SUCH PROXY STATEMENT CAREFULLY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. ANY AND ALL PROXY STATEMENTS FILED IN CONNECTION WITH THE SHAREHOLDERS MEETINGS WILL BE AVAILABLE, FOR FREE, AT THE SECURITIES AND EXCHANGE COMMISSIONS WEBSITE WWW.SEC.GOV. IN ADDITION, IF AND WHEN MILLENCO ISSUES A PROXY STATEMENT, IT WILL MAKE IT AVAILABLE FOR FREE, AT WWW.MEVCSHAREHOLDERS.COM. d. Millenco will be filing a second amendment to its Schedule 13D, which will be available at the SEC's website, www.sec.gov, as well as www.mevcshareholders.com. Page 7 of 7 -----END PRIVACY-ENHANCED MESSAGE-----