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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the 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
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to ss.240.14a-12
mcVC Draper Fisher Jurvetson Fund I, Inc
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(Name of Registrant as Specified In Its Charter)
Millenco, L.P. (Please see attached Exhibit*)
(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)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
Common stock
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2) Aggregate number of securities to which transaction applies:
N/A
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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)
N/A
---
4) Proposed maximum aggregate value of transaction:
N/A
---
5) Total fee paid:
N/A
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[ ] 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:
N/A
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2) Form, Schedule or Registration Statement No.:
N/A
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3) Filing Party:
Millenco, L.P.
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4) Date Filed:
August 28, 2002
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*Please see letter dated August 28, 2002, attached hereto, and made a part of
this filing.
[LETTERHEAD OF MILLENCO, L.P.]
August 28, 2002
Dear meVC Shareholder:
Millenco LP, a subsidiary of Millennium Partners ("Millennium"), is the largest
shareholder of meVC Draper Fisher Jurvetson Fund I ("meVC" or "the Fund"), and
we are writing to alert you to important new developments that could impact you
as a shareholder, including:
1. Continued efforts by the meVC Board to disenfranchise the Fund's
shareholders by directly appointing a new Fund manager without
shareholder approval
and
2. Our lawsuit to overturn the Fund's last two director elections on
the grounds of proxy deception.
CONTINUED CONTEMPT FOR SHAREHOLDERS --
DENYING OUR RIGHT TO VOTE
As you may recall, Millennium led a successful effort to defeat two investment
adviser contracts (for meVC Advisers and Draper Advisers, respectively), at the
meVC Annual Meeting this past March. In June, meVC Advisers quit as investment
adviser and therefore Draper Advisers was also terminated. However, in a display
of the Board's contempt for shareholders and the significance of their votes,
the Board then announced that meVC was going to be "internally managed" by John
Grillos -- the Chairman and CEO of the Fund and Managing Member of Draper
Advisers -- along with other former members of Draper Advisers.
According to SEC rules, if investment advisory contracts are not approved at an
Annual Meeting, as was the case with meVC, there is a 150-day interim period
during which a new adviser can be proposed for shareholders to approve or
reject. On August 22, just two days before the 150-day deadline, the Board
announced plans to appoint a "permanent fund manager" by September 30th and that
Mr. Grillos is one of the candidates for the position. In yet another attempt to
disenfranchise shareholders, the Board is seeking to directly appoint a new Fund
manager, denying shareholders of their right to vote to approve the new manager.
To add insult to injury, one of the Board's candidates for the position is an
individual that shareholders already overwhelmingly voted to terminate as
investment adviser.
Moreover, following the defeat of the two investment adviser agreements in
March, Millennium made a detailed proposal to the Board suggesting that meVC
broaden the scope and breadth of the Fund's portfolio. Millennium also
introduced new management teams with proven track records that had expressed
interest in running the Fund. The Board of meVC responded with hostility. The
Board's failure to consider shareholder proposals, or even submit their own
proposals to a shareholder vote, illustrates a continued contempt for their
shareholders and disregard for their responsibilities as the fiduciaries of a
public company.
DIRECTOR "INDEPENDENCE"
On July 29, 2002, Millennium filed an amendment to its Delaware lawsuit
contesting the validity of the Fund's last two director elections. The suit
seeks to require meVC to hold new elections for three of the Fund's five Board
seats. Millennium recently discovered that the proxies meVC sent to shareholders
in 2001 and 2002 omitted critical information which demonstrates that two of the
Fund's "independent" directors had gross conflicts of interest that made them
unfit to hold "independent director" seats.
From 1999 to 2002, Mr. Grillos, the Chairman and CEO of the Fund, was also
Chairman and a director of eVineyard.com. Mr. Grillos was also founder and
general partner of iTech Partners LP, a major investor in eVineyard. meVC
"independent" director Larry Gerhard was eVineyard's President and CEO from 1999
to 2002, and meVC "independent" director Harold Hughes was eVineyard's COO since
at least 2001, and CEO beginning in 2002. By virtue of Mr. Grillos' status as
both Chairman and a backer of eVineyard, neither Mr. Gerhard nor Mr. Hughes, who
reported to Grillos in that capacity, are independent directors at meVC. No meVC
proxy statement or other public filing has ever disclosed any connection between
Mr. Grillos and eVineyard or between Mr. Grillos and these supposedly
"independent" directors.
Shareholders rely on the independent directors to monitor and evaluate the
performance of management. Yet two of the three supposedly "independent" meVC
directors were intimately entwined in an outside business relationship with Mr.
Grillos. The SEC has stated in a public Release (No. IC-24083) issued prior to
the IPO of meVC that directors entangled in this very configuration may be
treated as "interested" because the relationship impairs the directors'
independence.
SELF-DEALING AND CONFLICTS OF INTEREST
The proxies also failed to disclose that Mr. Grillos is a limited partner in
venture capital fund Osprey Ventures LP, which invested in eVineyard as well as
meVC portfolio companies ShopEaze Systems and BlueStar Solutions. According to
Osprey literature, Mr. Grillos "works closely with the Osprey Ventures General
Partner to provide deal flow and early-stage investments for the Fund." The
proxy statements do not contain a single mention of Osprey. Shareholders have a
right to know about these activities, which present significant questions about
self-dealing and conflicts of interest.
THE FUND'S FUTURE HANGS IN THE BALANCE
Millennium's suit demands that new elections be held for the two Board seats
currently held by Mr. Grillos and Mr. Gerhard, as well as for a fifth Board
seat, which is vacant due to the resignation of Peter Freudenthal in June 2002.
If Millennium is successful, a majority of the Fund's five Board seats would be
up for election, allowing properly-elected representatives of the shareholders
to decide the Fund's future. Millennium Partners intends to nominate, and
solicit proxies for, qualified candidates for these board seats, as well as the
two board seats which will be up for election at the 2003 Annual Meeting.
As it stands now, meVC is being run in a format never approved by shareholders,
it bears no resemblance to the fund described in its registration documents, and
it has generally been an unmitigated disaster. In just over two years, while the
shares have fallen over 60% and more than $100 million in shareholder value has
been erased, the investment advisers have been paid more than $15 million and
the "independent" directors have each received more than $150,000. The Fund
currently trades at a substantial discount to cash, pricing that reflects
investors' total loss of confidence in meVC's management and directors.
Millennium stands by its original position: meVC should return at least a
portion of its uninvested cash, change management, and reduce its fees. In our
view, the web of relationships recently brought to light among various Board
members only amplifies the importance and urgency of this agenda. If you believe
that meVC must change, we urge you to write and share your concerns with the
Board of Directors. We also invite you to share your views with us at
mevcshareholders@yahoo.com. The Board and management of meVC have presided too
long while the value of meVC has plummeted. It is time that shareholders are
given the opportunity to vote on the future of our Fund once and for all.
Sincerely,
Robert C. Knapp
Managing Director
Please see the following page for disclosures 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 that 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, ("Management"). The sole manager
of Millennium Management, LLC is Israel A. Englander. The principal
office of Millenco, Millennium (c/o Management) 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 meVC Draper Fisher Jurvetson I, Inc. (the "Fund"), we refer you
to the Amendment No. 1 to Schedule 13D, filed by Millenco, L.P., on
or about August 28, 2002 with the Securities and Exchange
Commission. That Schedule may be found at:
http://www.edgar-online.com/brand/yahoo/search/?sym=MVC
c. Millenco, L.P. has not yet prepared a proxy statement, because there
is not presently any Fund stockholders meeting scheduled for
election of directors. If and when the Fund does schedule a
stockholders meeting to elect directors, if Millenco nominates
candidates, it will solicit stockholders' proxies, pursuant to a
proxy statement, which will be mailed to the Fund's stockholders.
STOCKHOLDERS SHOULD READ ANY SUCH PROXY STATEMENT CAREFULLY BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION. ANY AND ALL PROXY STATEMENTS
FILED IN CONNECTION WITH THE STOCKHOLDERS MEETINGS, AND ANY OTHER
RELEVANT DOCUMENTS, 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 AVAILABLE FOR
FREE, VIA EMAIL, ANY PROXY STATEMENT IT MIGHT ISSUE, TO STOCKHOLDERS
WHO REQUEST IT BY CONTACTING TO US AT MEVCSHAREHOLDERS@YAHOO.COM.
* * * *
MILLENCO'S PRESENT INTENTION TO NOMINATE CANDIDATES FOR ELECTION AS DIRECTORS OF
THE FUND IS BASED UPON CURRENT CIRCUMSTANCES, AS DESCRIBED IN THE ACCOMPANYING
LETTER. MILLENCO RESERVES THE RIGHT TO CHANGE ITS INTENTION AT ANY TIME.