SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12 LINCOLN NATIONAL CONVERTIBLE SECURITIES FUND INC. - - ------------------------------------------------------------- - - (Name of Registrant as Specified in its Charter) - - - - OPPORTUNITY-PARTNERS L.P. - - ------------------------------------------------------------- - - (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) - - Payment of Filing Fee (Check the appropriate box): - - - - [X] No fee required. - - - - [ ] Fee computed on table below per Exchange Act Rules 14a- 6(i)(4)and 0-11. - - - - (1) Title of each class of securities to which transaction applies: _____________________________________________ - - (2) Aggregate number of securities to which transaction applies: _____________________________________________ - - - - (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): - - ______________________________________________ - - - - (4) Proposed maximum aggregate value of transaction: ______________________________________________ - - - - (5) Total fee paid: - - _____________________________________________ - - - - [ ] Fee paid previously with preliminary materials. - - - - [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. - - - - (1) Amount previously paid: - - _____________________________________________ - - - - (2) Form, Schedule or Registration Statement No.: - - _____________________________________________ - - - - (3) Filing Party: - - ______________________________________________ - - - - (4) Date Filed: - - _______ _______________________________________ - - 60 Heritage Drive Pleasantville, NY 10570 (914) 747-5262//Fax (914) 747-5258 July 29, 2002 Dear Fellow LNV Shareholder: After the shocking scandals at companies like Enron, Global Crossing, WorldCom, and Adelphia, shouldn't the directors of Lincoln National Convertible Securities Fund be of the highest character? I think so and I hope you agree. Yet, last year a federal court found that a number of our Fund's directors breached their fiduciary duty to the stockholders of LNV and violated federal securities laws. Despite this, they insist that they should be nominated again to be directors. What would Abraham Lincoln, our Fund's namesake, think about that? Well, Honest Abe is not here but you and I together can do something about this deplorable situation. To that end, I intend to present the following proposal at the Fund's annual meeting on August 15, 2002: The following bylaw shall be adopted and shall be applicable to any nominations for director at the 2002 annual meeting: "No person shall be nominated for election as a director of the Fund whom a court has found to have breached his or her fiduciary duty to the Fund's stockholders." If this proposal is approved, I also intend to nominate persons who have never violated their fiduciary duty to the stockholders of any company for election as directors of LNV. I urge you to sign, date and return the enclosed proxy card which I intend to vote for the above proposal and for my nominees. Time is short so if you think your signed proxy card may not arrive before the meeting on August 15, 2002, you can fax it to me at (914) 747-5258. If you have any questions, please call me at (914) 747-5262 or e-mail me at OPLP@att.net. Very truly yours, Phillip Goldstein PROXY CARD FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON August 15, 2002 PROXY SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF LINCOLN NATIONAL CONVERTIBLE SECURITIES FUND, INC. BY PHILLIP GOLDSTEIN, A SHAREHOLDER The undersigned hereby appoints Phillip Goldstein as the undersigned's proxy, with full power of substitution, to attend the Annual Meeting of Shareholders of LINCOLN NATIONAL CONVERTIBLE SECURITIES FUND, INC. (the "Fund") on August 15, 2002 (the "Meeting"), and any adjournment or postponement thereof, and to vote on all matters that may come before the Meeting the number of shares that the undersigned would be entitled to vote in his discretion, with all the power the undersigned would possess if present in person with respect to all matters as may come before the Meeting The undersigned hereby revokes any proxy previously executed. Please return promptly in the enclosed envelope or fax to (914) 747-5258. SIGNATURE(S)__________________________________Dated_____________