[BACK COVER]
MFS(R) SPECIAL
VALUE TRUST
500 Boylston Street, Boston, Massachusetts 02116
[FRONT COVER]
MFS(R) SPECIAL
VALUE TRUST
500 Boylston Street
Boston, Massachusetts 02116
Proxy Statement
For the 1996 Annual Meeting
of Shareholders to be held on
October 23, 1996
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MFS(R) SPECIAL VALUE TRUST
500 Boylston Street, Boston, Massachusetts 02116
Notice of 1996 Annual Meeting of Shareholders
To be held on October 23, 1996
The 1996 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 Wednesday, October 23, 1996 for the following purposes:
ITEM 1. To elect Richard B. Bailey and J. Dale Sherratt as Trustees of the
Trust;
ITEM 2. To ratify the selection of Ernst & Young LLP as the independent
public accountants to be employed by the Trust for the fiscal year
ending October 31, 1996; and
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 26, 1996 will be entitled to vote at
the Annual Meeting of Shareholders.
STEPHEN E. CAVAN, Secretary and Clerk
September 6, 1996
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.
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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 1996 Annual Meeting of Shareholders (the
"Meeting") to be held at 9:30 a.m. on Wednesday, October 23, 1996, 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 26, 1996, there were outstanding 6,107,878 shares of the Trust.
Shareholders of record at the close of business on August 26, 1996, 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 6,
1996. 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 Richard B.
Bailey and J. Dale Sherratt, as Trustees of the class whose term will expire
at the 1999 Annual Meeting of Shareholders (or special meeting in lieu
thereof). Messrs. Bailey and Sherratt 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 or she 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 has been affiliated with the investment adviser for
more than five years.
Shares of
Trust Owned
Name, Age, Position with First Beneficially
Trust, Principal Became as of Percent
Occupation and Other a Term August 21, of
Directorships(1) Trustee Expiring 1996(2) Class(3)
- -------------------------- -------- ------- ------------ ----------
A. KEITH BRODKIN*, 61,
Chairman, President and
Trustee; Massachusetts
Financial Services
Company, Chairman, Chief
Executive Officer and
Chief Investment
Officer. 1989 1997 3,584.0 0.0586%
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RICHARD B. BAILEY*, 69, 1993 1996 0.0 0.0000%
Trustee; Private
Investor; Massachusetts
Financial Services
Company, former Chairman
and Director (prior to
September 1991);
Cambridge Bancorp,
Director; Cambridge
Trust Company, Director.
MARSHALL N. COHAN, 69,
Trustee; Private
Investor. 1993 1998 0.0 0.0000%
LAWRENCE H. COHN, M.D.,
59, Trustee; Brigham and
Women's Hospital, Chief
of Cardiac Surgery;
Harvard Medical School,
Professor of Surgery. 1989 1997 1,021.0 0.0167%
THE HON. SIR J. DAVID
GIBBONS, KBE,
69,Trustee; Edmund
Gibbons Limited, Chief
Executive Officer; The
Bank of N.T. Butterfield
& Son Ltd., Chairman. 1993 1998 0.0 0.0000%
ABBY M. O'NEILL, 68,
Trustee; Private
Investor; Rockefeller
Financial Services, Inc.
(investment advisers),
Director. 1993 1997 0.0 0.0000%
WALTER E. ROBB, III, 70,
Trustee; Benchmark
Advisors, Inc.
(corporate financial
consultants), President
and Treasurer; Benchmark
Consulting Group, Inc.
(office services),
President; Landmark
Funds (mutual funds),
Trustee. 1993 1998 200.0 0.0032%
ARNOLD D. SCOTT*, 53,
Trustee; Massachusetts
Financial Services
Company, Senior
Executive Vice
President, Director and
Secretary. 1993 1998 278.0 0.0045%
JEFFREY L. SHAMES*, 41,
Trustee; Massachusetts
Financial Services
Company, President and
Director. 1993 1999 0.0 0.0000%
J. DALE SHERRATT, 57,
Trustee; Insight
Resources, Inc.
(acquisition planning
specialists), President. 1989 1996 4,443.0 0.0727%
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WARD SMITH, 65, Trustee;
NACCO Industries
(holding company),
Chairman (prior to June
1994); Sunstrand
Corporation (diversified
mechanical
manufacturer), Director. 1993 1997 0.0 0.0000%
All Trustees and officers
as a group 11,355 0.1859%
(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"
under SEC rules.
(3) Percentage of shares outstanding on August 21, 1996. 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, except for Mr. Bailey, Mr. Scott and Mr.
Shames, who each serve as Trustees of 73 funds within the MFS fund complex
and Mr. Brodkin, who serves as Trustee of 82 funds within the MFS fund
complex. Mr. Bailey and Mr. Brodkin are also directors of Sun Life Assurance
Company of Canada (U.S.) ("Sun Life of Canada (U.S.)"). MFS is a subsidiary
of Sun Life of Canada (U.S.). Messrs. Brodkin, Scott and Shames are
"interested persons" of the Trust because each person is an officer and
director of MFS. Mr. Bailey is considered an "interested person" of the Trust
because he is a director of Sun Life of Canada (U.S.). Messrs. Brodkin, Scott
and Shames each owns shares of common stock of MFS.
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 $500 per committee meeting
attended, together with such Trustee's actual out-of-pocket expenses relating
to attendance at meetings. In addition, each Trustee who is not an officer of
the Adviser will be entitled to receive certain benefits pursuant to the
Trust's retirement plan. Under this plan, each such Trustee (or his or her
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 below
is certain information concerning the cash compensation paid to these
Trustees and benefits accrued, and estimated benefits payable, under the
retirement plan.
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TRUSTEE COMPENSATION TABLE
Trustee Retirement Total Trustee
Fees Benefit Estimated Fees
from Accrued as Credited from Trust and
Trust part of Trust Years of Fund
Trustee (1) Expense (1) Service (2) Complex (3)
---------------- ------- ------------- ----------- --------------
Richard B.
Bailey $10,500 $1,050 8 $263,815
Marshall N.
Cohan 11,500 1,250 8 148,624
Dr. Lawrence
Cohn 10,500 3,700 22 135,874
Sir J. David
Gibbons 10,500 1,100 8 135,874
Abby M. O'Neill 10,000 1,000 9 129,499
Walter E. Robb,
III 11,500 1,250 8 148,624
J. Dale Sherratt 11,500 3,900 24 148,624
Ward Smith 11,500 1,250 12 148,624
(1) For fiscal year ended October 31, 1995.
(2) Based on normal retirement age of 75.
(3) For calendar year 1995. All Trustees receiving compensation served as
Trustees of 36 funds within the MFS fund complex (having aggregate net
assets at December 31, 1995, of approximately $12.5 billion) except Mr.
Bailey, who served as Trustee of 73 funds within the MFS fund complex
(having aggregate net assets at December 31, 1995 of approximately $31.7
billion).
Estimated Annual Benefits Payable By The Trust Upon Retirement (4)
Years of
Average Service
Trustee Fees 3 5 7 10 or more
------------ ------------ ----- ----- -----------
$ 9,000 $1,350 $2,250 $3,150 $4,500
9,730 1,460 2,433 3,406 4,865
10,460 1,569 2,615 3,661 5,230
11,190 1,679 2,798 3,917 5,595
11,920 1,788 2,980 4,172 5,960
12,650 1,898 3,163 4,428 6,325
(4) Other funds in the MFS fund complex provide similar retirement benefits
to the Trustees.
The Board of Trustees of the Trust met 6 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 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. 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"
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(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. Such
persons are required by SEC regulation to furnish the Trust with copies of
all Section 16(a) forms they file.
Based solely on review of the copies of such Forms 3, 4 and 5 and
amendments thereto furnished to the Trust with respect to its most recent
fiscal year, or written representations that no Forms 5 were required, the
Trust believes that, during the year ended October 31, 1995, all Section
16(a) filing requirements applicable to trustees, directors and certain
officers of the Trust and the Adviser and greater than ten percent beneficial
owners were complied with.
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 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, 1996. Ernst & Young LLP has no direct or
material indirect interest in the Trust.
Representatives of Ernst & Young LLP are expected to be present at the
Meeting and will have an opportunity to make a statement if they desire to do
so. Such representatives are also expected to be available to respond to
appropriate questions.
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.
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
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. Bailey and Sherratt as Trustees of the Trust (if still
available for election) and ratification of the selection of Ernst & Young
LLP as independent public accountants.
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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 1997
Annual Meeting of Shareholders must be received by the Trust on or prior to
May 9, 1997.
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 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 6, 1996 MFS SPECIAL VALUE TRUST
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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:
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P
R
O
X
Y
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 23, 1996
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 1996 Annual
Meeting of Shareholders of MFS SPECIAL VALUE TRUST, to be held at 500
Boylston Street, Boston, Massachusetts, on Wednesday, October 23, 1996,
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.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. ALL PROPOSALS (SET FORTH ON THE
REVERSE SIDE 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.
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PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name appears on the reverse side of
this card. 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.
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
With- For All
For hold Except
1.)ELECTION OF TRUSTEES. [ ] [ ] [ ]
2.) RATIFICATION OF
SELECTION For Against Abstain
OF ACCOUNTANTS. [ ] [ ] [ ]
Nominees:
Richard B. Bailey and J. Dale Sherratt
If you do not wish your shares voted "FOR" a particular nominee, mark the
"For All Except" box and strike a line through that nominee's name. Your
shares will be voted for the remaining nominees.
- --------------------------------------------
REGISTRATION
- --------------------------------------------
Please be sure to sign and date this Proxy. Date ___________________
___________ Shareholder sign here __________ Co-owner sign here
Mark box at right if comments or address change have been noted on the
reverse side of this card. [ ]
RECORD DATE SHARES:
