SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)
Filed by the Registrant [x] Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to S. 240.14a-11(c) or S. 240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
MFS SPECIAL VALUE TRUST
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2), or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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:
<PAGE>
MFS((R)) SPECIAL VALUE TRUST
500 Boylston Street, Boston, Massachusetts 02116
Notice of 1995 Annual Meeting of Shareholders
To be held on October 26, 1995
The 1995 Annual Meeting of Shareholders of MFS(R) Special Value Trust (the
"Trust") will be held at 500 Boylston Street, Boston, Massachusetts, at 9:30
a.m., on Thursday, October 26, 1995 for the following purposes:
ITEM 1. To elect Marshall N. Cohan, Sir J. David Gibbons and Walter E. Robb,
III as Trustees of the Trust.
ITEM 2. To ratify or reject the selection of Ernst & Young LLP as the
independent public accountants to be employed by the Trust for the fiscal year
ending October 31, 1995.
ITEM 3. To transact such other business as may come before the Meeting and any
adjournments thereof.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ALL ITEMS.
Only shareholders of record on August 28, 1995 will be entitled to vote at the
Anual Meeting of Shareholders.
STEPHEN E. CAVAN, Secretary and Clerk
September 8, 1995
YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING,
DATING AND RETURNING THE ENCLOSED PROXY, WHICH WILL HELP IN AVOIDING THE
ADDITIONAL EXPENSE OF A SECOND SOLICITATION. THE ENCLOSED ADDRESSED ENVELOPE
REQUIRES NO POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE.
<PAGE>
MFS(R) SPECIAL VALUE TRUST
Proxy Statement
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Trustees of MFS Special Value Trust
(the "Trust") to be used at the 1995 Annual Meeting of Shareholders (the
"Meeting") to be held at 9:30 a.m. on Thursday, October 26, 1995, at 500
Boylston Street, Boston, Massachusetts, for the purposes set forth in the
accompanying Notice. If the enclosed form of proxy is executed and returned, it
may nevertheless be revoked prior to its exercise by a signed writing filed
with the proxy tabulation agent, State Street Bank and Trust Company, P.O. Box
592, Boston, Massachusetts 02102, or delivered at the Meeting. On August 28,
1995, there were outstanding 6,042,064.852 shares of the Trust. Shareholders of
record at the close of business on August 28, 1995, will be entitled to one
vote for each share held.
The mailing address of the Trust is 500 Boylston Street, Boston, Massachusetts
02116. Solicitation of proxies is being made by the mailing of this Notice and
Proxy Statement with its enclosures on or about September 8, 1995. A copy of
the Trust's Annual Report and its most recent Semi-Annual Report succeeding the
Annual Report may be obtained without charge by contacting MFS Service Center,
Inc., the Trust's transfer and shareholder servicing agent (the "Shareholder
Servicing Agent"), P.O. Box 9024, Boston, MA 02205-9824, or by telephone
toll-free at (800) 637-2304.
ITEM 1--ELECTION OF TRUSTEES
Under the provisions of the Trust's Declaration of Trust, the Trustees are
divided into three classes each having a term of three years. It is intended
that proxies not limited to the contrary will be voted in favor of Marshall N.
Cohan, Sir J. David Gibbons and Walter E. Robb, III, as Trustees of the class
whose term will expire at the 1998 Annual Meeting of Shareholders (or special
meeting in lieu thereof). Messrs. Cohan, Gibbons and Robb are presently
Trustees of the Trust.
The following table presents certain information regarding the Trustees of the
Trust, including their principal occupations, which, unless specific dates are
shown, are of more than five years duration, although the titles may not have
been the same throughout. An asterisk beside a Trustee's name indicates that he
is an "interested person," as defined in the Investment Company Act of 1940, as
amended (the "1940 Act"), of the Trust's investment adviser and that he has
been affiliated with the investment adviser for more than five years.
<TABLE>
<CAPTION>
Shares of
Trust Owned
Beneficially
Name, Age, Position with Trust, First as of
Principal Occupation and Became Term August 23, Percent
Other Directorships ((1)) a Trustee Expiring 1995 ((2)) of Class ((3))
-------------------------------------------------------- -------- ----- ---------- --------------
<S> <C> <C> <C> <C>
A. KEITH BRODKIN*, 60, Chairman, President and Trustee;
Massachusetts Financial Services Company, Chairman,
Chief Executive Officer and Chief Investment Officer. 1989 1997 3,584.229 .0593%
1
<PAGE>
RICHARD B. BAILEY*, 68, Trustee; Private Investor;
Massachusetts Financial Services Company, former
Chairman and Director (prior to September 1991);
Cambridge Bancorp, Director; Cambridge Trust Company,
Director. 1993 1996 0 0%
MARSHALL N. COHAN, 68, Trustee; Private Investor. 1993 1995 0 0%
LAWRENCE H. COHN, M.D., 58, Trustee; Brigham and Women's
Hospital, Chief of Cardiac Surgery; Harvard Medical
School, Professor of Surgery. 1989 1997 909.399 .0151%
THE HON. SIR J. DAVID GIBBONS, KBE, 68,Trustee; Edmund
Gibbons Limited, Chief Executive Officer; The Bank of
N.T. Butterfield & Son Ltd., Chairman. 1993 1995 0 0%
ABBY M. O'NEILL, 67, Trustee; Private Investor;
Rockefeller Financial Services, Inc. (investment
advisers), Director. 1993 1997 0 0%
WALTER E. ROBB, III, 69, Trustee; Benchmark Advisors,
Inc. (corporate financial consultants), President and
Treasurer; Landmark Funds, (mutual funds), Trustee. 1993 1995 177.996 .0029%
ARNOLD D. SCOTT*, 52, Trustee; Massachusetts Financial
Services Company, Senior Executive Vice President,
Director and Secretary. 1993 1997 250 .0041%
JEFFREY L. SHAMES*, 40, Trustee; Massachusetts Financial
Services Company, President and Director. 1993 1997 0 0%
J. DALE SHERRATT, 56, Trustee; Insight Resources, Inc.
(acquisition planning specialists), President; Health
Industry Manufacturers Association, Director. 1989 1996 3,958.784 .0655%
2
<PAGE>
WARD SMITH, 64, Trustee; NACCO Industries (holding
company), Chairman and Director (prior to June 1994);
Sunstrand Corporation (diversified mechanical
manufacturer), Director; Society Corporation (bank
holding company), Director (prior to April 1992);
Society National Bank (commercial bank), Director
(prior to April 1992). 1993 1997 0 0%
All Trustees and officers as a group 10,510.156 .1739%
</TABLE>
(1) Directorships or trusteeships of companies required to report to the
Securities and Exchange Commission (the "SEC") (i.e., "public companies").
(2) Numbers are approximate and include, where applicable, shares owned by a
Trustee's or officer's spouse or minor children or shares which were
otherwise reported by the Trustee or officer as "beneficially owned" in
light of pertinent SEC rules.
(3) Percentage of shares outstanding on August 23, 1995. All shares are held
with sole voting and investment power, except to the extent that such
powers may be shared by a family member or a trustee of a family trust.
All Trustees serve as Trustees of 36 funds within the MFS fund complex advised
by Massachusetts Financial Services Company ("MFS" or the "Adviser"),
investment adviser to the Trust. Mr. Bailey and Mr. Brodkin, who serve as
Trustees of 56 funds and 72 funds, respectively, within the MFS fund complex,
are also directors of Sun Life Assurance Company of Canada (U.S.) ("Sun Life of
Canada (U.S.)"), the corporate parent of MFS. Messrs. Brodkin, Scott and Shames
are "interested persons" of MFS because each person is an officer and director
of MFS. Mr. Bailey is considered an "interested person" of MFS because he is a
director of Sun Life of Canada (U.S.).
The Trust pays each Trustee who is not an officer of the Adviser a fee of
$5,000 per year, plus $500 per meeting and committee meeting attended, together
with such Trustee's actual out-of-pocket expenses relating to attendance at
meetings. In addition, each Trustee, other than Messrs. Brodkin, Scott and
Shames, will be entitled to receive certain benefits pursuant to the Trust's
retirement plan. Under this plan, each such Trustee (or his beneficiaries) will
be entitled to receive an annual retirement or death benefit in an amount of up
to 50% of such Trustee's average annual compensation, depending on the
Trustee's length of service. Set forth in Appendix A hereto is certain
information concerning the cash compensation paid to non-interested Trustees
and Mr. Bailey and benefits accrued, and estimated benefits payable, under the
retirement plan.
The Board of Trustees of the Trust met 7 times during its last fiscal year. The
Board has a standing Audit Committee, composed of Messrs. Cohan, Robb, Sherratt
and Smith, which met 4 times during the Trust's last
3
<PAGE>
fiscal year, to review the internal and external accounting and auditing
procedures of the Trust and, among other things, to consider the selection of
independent public accountants for the Trust, to approve all significant
services proposed to be performed by its independent public accountants and to
consider the possible effect of such services on their independence. Ms. Abby
O'Neill was unable to attend two Meetings of the Board of Trustees. The Board
has created a standing Nominating Committee, composed of Ms. O'Neill and
Messrs. Cohan, Cohn, Gibbons, Robb, Sherratt and Smith, who are not "interested
persons" (as that term is defined in the 1940 Act) of the Trust or the Adviser,
to meet as necessary and recommend to the Board nominees for election as
Trustees of the Trust. The Nominating Committee did not meet during the Trust's
last fiscal year. The Nominating Committee has not adopted a policy regarding
shareholder recommendations as to nominees.
Section 16(a) of the Securities Exchange Act of 1934 requires Trustees,
directors and certain officers of the Trust and MFS, and persons who own more
than ten percent of the Trust's shares, to file reports of ownership and
changes in ownership with the SEC and the New York Stock Exchange. The Trust
believes that during the fiscal year ended October 31, 1994 all such persons
complied with all such filing requirements.
Required Vote. Approval of this matter as to any nominee will require the
affirmative vote of a plurality of the Trust's outstanding shares voting at the
Meeting in person or by proxy.
ITEM 2--RATIFICATION OR REJECTION OF SELECTION OF ACCOUNTANTS
It is intended that proxies not limited to the contrary will be voted in favor
of ratifying the selection, by a majority of the Trustees who are not
"interested persons" (as that term is defined in the 1940 Act) of the Trust, of
Ernst & Young LLP under Section 32(a) of the 1940 Act as independent public
accountants to certify every financial statement of the Trust required by any
law or regulation to be certified by independent public accountants and filed
with the SEC and to provide certain other tax-related services (such as tax
return preparation and assistance and consultation with respect to the
preparation of filings with the SEC) in respect of all or any part of the
fiscal year ending October 31, 1995. Ernst & Young LLP has no direct or
material indirect interest in the Trust. A representative of Ernst & Young LLP
is expected to be present at the Meeting and will have an opportunity to make a
statement if he desires to do so. Such representative is also expected to be
available to respond to appropriate questions.
Coopers & Lybrand LLP were the Trust's independent certified public accountants
from the Trust's commencement of operations on November 24, 1989 to October 31,
1990 and for the fiscal years ended October 31, 1991, 1992 and 1993. Beginning
with the fiscal year ended October 31, 1994, the Trust has engaged Ernst &
Young LLP as its independent public accountants. There have been no
disagreements with Coopers & Lybrand LLP on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures in connection with the audits of the Trust by Coopers & Lybrand LLP,
and the Trust's financial statements with respect to these audits contain no
adverse opinion or disclaimer of opinion and are not qualified or modified as
to uncertainty, audit scope or accounting principles. The decision to change
independent certified public accountants was recommended by the Trust's Audit
Committee and approved by the Trust's Board of Trustees.
Required Vote. Ratification of this matter will require the affirmative vote of
a majority of the Trust's outstanding shares voting at the Meeting on this
matter in person or by proxy.
4
<PAGE>
INVESTMENT ADVISER
The Trust engages as its investment adviser MFS, a Delaware corporation with
offices at 500 Boylston Street, Boston, Massachusetts 02116. MFS is a wholly
owned subsidiary of Sun Life of Canada (U.S.), One Sun Life Executive Park,
Wellesley Hills, Massachusetts 02181, which is in turn a wholly owned
subsidiary of Sun Life Assurance Company of Canada, 150 King Street West,
Toronto, Canada M5H1J9.
MANNER OF VOTING PROXIES
All proxies received by the management will be voted on all matters presented
at the Meeting, and if not limited to the contrary, will be voted for the
election of Messrs. Cohan, Gibbons and Robb as Trustees of the Trust (if still
available for election) and ratification of the selection of Ernst & Young LLP
as independent public accountants.
All proxies voted, including proxies that reflect (i) broker non-votes (if a
broker has voted on any item before the Meeting), (ii) abstentions or (iii) the
withholding of authority to vote for a nominee for election as Trustee, will be
counted toward establishing a quorum. Passage of any proposal being considered
at the Meeting will occur only if a sufficient number of votes are cast FOR the
proposal. With respect to the election of Trustees and the ratification of
public accountants, neither withholding authority to vote nor abstentions nor
broker non-votes have any effect on the outcome of the voting on the matter.
The Trust knows of no other matters to be brought before the Meeting. If,
however, because of any unexpected occurrence, any nominee is not available for
election or if any other matters properly come before the Meeting, it is the
Trust's intention that proxies not limited to the contrary will be voted in
accordance with the judgment of the persons named in the enclosed form of
proxy.
SUBMISSION OF PROPOSALS
Proposals of shareholders which are intended to be presented at the 1996 Annual
Meeting of Shareholders must be received by the Trust on or prior to May 11,
1996.
ADDITIONAL INFORMATION
To obtain the necessary representation at the Meeting, solicitations may be
made by mail, telephone or interview by Corporate Investor Communications, Inc.
("CIC") or its agents, as well as by officers of the Trust, employees of the
Adviser and securities dealers by whom shares of the Trust have been sold. It
is anticipated that the cost of any such solicitations, if made by CIC or its
agents, would be approximately $5,000.00 plus out-of-pocket expenses, and if
made by any other party, would be nominal.
The expense of solicitations as well as the preparation, printing and mailing
of the enclosed form of proxy, and this Notice and Proxy Statement, will be
borne by the Trust.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
September 8, 1995 MFS SPECIAL VALUE TRUST
5
<PAGE>
APPENDIX A
TRUSTEE COMPENSATION TABLE
<TABLE>
<CAPTION>
Retirement Benefit Estimated Total Trustee Fees
Trustee Fees Accrued as part of Trust Credited Years of from Trust and Fund
Trustee from Trust (1) Expense (1) Service (2) Complex (3)
--------------------- ------------- ---------------------- ----------------- ------------------
<S> <C> <C> <C> <C>
Richard B. Bailey $10,916.25 $ 450 8 $226,221
Marshall N. Cohan 12,916.65 500 8 147,274
Dr. Lawrence Cohn 11,416.65 3,375 22 133,524
Sir J. David Gibbons 11,416.65 450 8 132,024
Abby M. O'Neill 10,416.65 450 9 125,924
Walter E. Robb, III 12,916.65 500 8 147,274
J. Dale Sherratt 12,916.65 3,417 24 147,274
Ward Smith 12,916.65 500 12 147,274
</TABLE>
(1) For fiscal year ended October 31, 1994.
(2) Based on normal retirement age of 75.
(3) For calendar year 1994. All Trustees served as Trustees of 36 funds within
the MFS fund complex (having aggregate net assets at December 31, 1994, of
approximately $9.7 billion) except Mr. Bailey, who served as Trustee of 56
funds within the MFS fund complex (having aggregate net assets at December 31,
1994 of approximately $24.5 billion).
Estimated Annual Benefits Payable By The Trust Upon Retirement (4)
<TABLE>
<CAPTION>
Years of
Average Service
Trustee Fees 3 5 7 10 or more
------------- ------------ ----- ----- -----------
<S> <C> <C> <C> <C>
$ 9,500 $1,425 $2,375 $3,325 $4,750
10,500 1,575 2,625 3,675 5,250
11,500 1,725 2,875 4,025 5,750
12,500 1,875 3,125 4,375 6,250
13,500 2,025 3,375 4,725 6,750
14,500 2,175 3,625 5,075 7,250
</TABLE>
(4) Other funds in the MFS fund complex provide similar retirement benefits to
the Trustees.
A-1
<PAGE>
MFS((R)) SPECIAL
VALUE TRUST
500 Boylston Street
Boston, Massachusetts 02116
Proxy Statement
For the 1995 Annual Meeting
of Shareholders to be held on
October 26, 1995
MFS(R) SPECIAL
VALUE TRUST
500 Boylston Street, Boston, Massachusetts 02116
<PAGE>
PROXY
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF TRUSTEES OF
MFS((R)) SPECIAL VALUE TRUST
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 26, 1995
The undersigned hereby appoints JAMES R. BORDEWICK, JR., A. KEITH BRODKIN,
STEPHEN E. CAVAN and W. THOMAS LONDON, and each of them, proxies with several
powers of substitution, to vote for the undersigned at the 1995 Annual Meeting
of Shareholders of MFS SPECIAL VALUE TRUST, to be held at 500 Boylston Street,
Boston, Massachusetts, on Thursday, October 26, 1995, notice of which meeting
and the Proxy Statement accompanying the same have been received by the
undersigned, or at any adjournment thereof, upon the following matters as
described in the Notice of Meeting and accompanying Proxy Statement:
1. ELECTION OF TRUSTEES.
Nominees: Marshall N. Cohan, Sir J. David Gibbons and Walter E. Robb, III.
[ ] VOTE FOR all nominees listed, except as [ ] VOTE WITHHELD from all
nominees.marked to the contrary above (if any).
(to withhold your vote for any nominee, strike a line
through the nominee's name above)
2. RATIFICATION OR REJECTION OF SELECTION OF ACCOUNTANTS.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(To Be Dated and Signed on Reverse Side)
Account Number Number of Shares Proxy Number
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. ALL PROPOSALS (SET FORTH ON THE REVERSE OF THIS
PROXY CARD) HAVE BEEN PROPOSED BY THE BOARD OF TRUSTEES. IF NO DIRECTION IS
GIVEN ON THESE PROPOSALS, THIS PROXY CARD WILL BE VOTED "FOR" THE NOMINEES AND
"FOR" ITEM 2. THE PROXY WILL BE VOTED IN ACCORDANCE WITH THE HOLDER'S BEST
JUDGMENT AS TO ANY OTHER MATTER.
Dated ---------------------------------------, 1995
(Please date this Proxy)
---------------------------------------------------
(Signature)
---------------------------------------------------
(Signature)
Please sign this proxy exactly as your name or names
appear at left. Joint owners should each sign
personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where
more than one name appears, a majority must sign. If a
corporation, this signature should be that of an
authorized officer who should state his or her title.
PLEASE VOTE AND SIGN AND RETURN PROMPTLY
IN ENCLOSED ENVELOPE.
PLEASE DO NOT FOLD, STAPLE OR MUTILATE
