MFS(R) SPECIAL VALUE TRUST
500 Boylston Street, Boston, Massachusetts 02116
Notice of 1997 Annual Meeting of Shareholders
To be held on October 22, 1997
The 1997 Annual Meeting of Shareholders of MFS[RegTM] Special Value Trust (the
"Trust") will be held at 500 Boylston Street, Boston, Massachusetts, at 9:30
a.m., on Wednesday, October 22, 1997 for the following purposes:
ITEM 1. To elect A. Keith Brodkin, Lawrence H. Cohn, M.D., Abby M. O'Neill and
Ward Smith 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, 1997; 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 25, 1997 will be entitled to vote at the
Annual Meeting of Shareholders.
STEPHEN E. CAVAN, Secretary and Clerk
September 5, 1997
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 1997 Annual Meeting of Shareholders (the "Meeting")
to be held at 9:30 a.m. on Wednesday, October 22, 1997, 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 25, 1997, there were
outstanding 6,219,431 shares of the Trust. Shareholders of record at the close
of business on August 25, 1997, 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 5, 1997. 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 A. Keith
Brodkin, Lawrence H. Cohn, M.D., Abby M. O'Neill and Ward Smith, as Trustees of
the class whose term will expire at the 2000 Annual Meeting of Shareholders (or
special meeting in lieu thereof). These individuals 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.
<TABLE>
<CAPTION>
Shares of
Trust Owned
Name, Age, Position with Trust, First Beneficially
Principal Occupation and Became Term as of Percent
Other Directorships(1) a Trustee Expiring August 21, 1997(2) of Class(3)
- --------------------------------------------------------- ----------- ---------- -------------------- ------------
<S> <C> <C> <C> <C>
A. KEITH BRODKIN*, 62, Chairman, President and Trustee;
Massachusetts Financial Services Company, Chairman,
Chief Executive Officer and Chief Investment Officer. 1989 1997 3,584.2 0.0576%
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
Shares of
Trust Owned
Name, Age, Position with Trust, First Beneficially
Principal Occupation and Became Term as of Percent
Other Directorships(1) a Trustee Expiring August 21, 1997(2) of Class(3)
- ------------------------------------------------------------- ----------- ---------- -------------------- ------------
<S> <C> <C> <C> <C>
RICHARD B. BAILEY*, 70, Trustee; Private Investor;
Massachusetts Financial Services Company, former
Chairman and Director (prior to September 1991);
Cambridge Bancorp, Director; Cambridge Trust
Company, Director. 1993 1999 0.0 0.0000%
MARSHALL N. COHAN, 70, Trustee; Private Investor. 1993 1998 0.0 0.0000%
LAWRENCE H. COHN, M.D., 60, Trustee; Brigham and
Women's Hospital, Chief of Cardiac Surgery; Harvard
Medical School, Professor of Surgery. 1989 1997 1,209.4 0.0194%
THE HON. SIR J. DAVID GIBBONS, KBE, 70,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, 69, Trustee; Private Investor; Rockefeller
Financial Services, Inc. (investment advisers), Director. 1993 1997 0.0 0.0000%
WALTER E. ROBB, III, 71, Trustee; Benchmark Advisors,
Inc. (corporate financial consultants), President and
Treasurer; Benchmark Consulting Group, Inc. (office
services), President; Landmark Funds (mutual funds),
Trustee. 1993 1998 236.7 0.0038%
ARNOLD D. SCOTT*, 54, Trustee; Massachusetts Financial
Services Company, Senior Executive Vice President,
Director and Secretary. 1993 1998 329.6 0.0052%
JEFFREY L. SHAMES*, 42, Trustee; Massachusetts
Financial Services Company, President and Director. 1993 1999 0.0 0.0000%
J. DALE SHERRATT, 58, Trustee; Insight Resources, Inc.
(acquisition planning specialists), President. 1989 1999 5,264.8 0.0846%
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Shares of
Trust Owned
Name, Age, Position with Trust, First Beneficially
Principal Occupation and Became Term as of Percent
Other Directorships(1) a Trustee Expiring August 21, 1997(2) of Class(3)
- ---------------------------------------------------- ----------- ---------- -------------------- ------------
<S> <C> <C> <C> <C>
WARD SMITH, 66, 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 12,792.0 0.2056%
</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" under
SEC rules.
(3) Percentage of shares outstanding on August 21, 1997. 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 41 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 81 funds within the MFS fund complex and
Mr. Brodkin, who serves as Trustee of 101 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.), which is a subsidiary of Sun Life of Canada (U.S.) Holdings,
Inc. which is in turn a wholly owned subsidiary of Sun Life Assurance Company
of Canada. 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.
3
<PAGE>
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 $ 9,000 $1,575 8 $247,168
A. Keith Brodkin -0- -0- N/A -0-
Marshall N. Cohan 11,500 1,800 8 149,258
Dr. Lawrence Cohn 10,500 3,792 22 136,508
Sir J. David Gibbons 10,500 1,612 8 136,508
Abby M. O'Neill 9,500 1,500 9 123,758
Walter E. Robb, III 11,500 1,800 8 149,258
Arnold D. Scott -0- -0- N/A -0-
Jeffrey L. Shames -0- -0- N/A -0-
J. Dale Sherratt 11,500 4,142 24 149,258
Ward Smith 11,500 1,800 12 149,258
</TABLE>
(1) For fiscal year ended October 31, 1996.
(2) Based on normal retirement age of 75.
(3) For calendar year 1996. All Trustees receiving compensation served as
Trustees of 41 funds within the MFS fund complex (having aggregate net
assets at December 31, 1996, of approximately $14.9 billion) except Messrs.
Bailey, Scott and Shames, who each served as Trustees of 81 funds within the
MFS fund complex, and Mr. Brodkin, who served as Trustee of 101 funds within
the MFS complex (having aggregate net assets at December 31, 1996 of
approximately $38.5 billion).
Estimated Annual Benefits Payable By The Trust Upon Retirement (4)
Average Years of Service
Trustee Fees 3 5 7 10 or more
- -------------- ----------------- -------- -------- -----------
$ 8,100 $1,215 $2,025 $2,835 $4,050
9,010 1,352 2,253 3,154 4,505
9,920 1,488 2,480 3,472 4,960
10,830 1,625 2,708 3,791 5,415
11,740 1,761 2,935 4,109 5,870
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
4
<PAGE>
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" (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.
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, 1997. 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 an indirect 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. Brodkin, Cohn, Smith and Ms. O'Neill 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
5
<PAGE>
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 1998
Annual Meeting of Shareholders must be received by the Trust on or prior to May
9, 1998.
SECTION 16(a) - BENEFICIAL OWNERSHIP REPORTIING COMPLIANCE
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, 1996, 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.
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 5, 1997 MFS SPECIAL VALUE TRUST
6
<PAGE>
MFS(R) SPECIAL
VALUE TRUST
500 Boylston Street
Boston, Massachusetts 02116
[boxed text]
Proxy Statement
For the 1997 Annual Meeting
of Shareholders to be held on
October 22, 1997
[end boxed text]
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[RegTM] SPECIAL VALUE TRUST
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 22, 1997
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 1997 Annual Meeting
of Shareholders of MFS SPECIAL VALUE TRUST, to be held at 500 Boylston Street,
Boston, Massachusetts, on Wednesday, October 22, 1997, 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.
- --------------------------------------------------------------------------------
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
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
For
With- All
For hold Except For Against Abstain
1.) ELECTION OF TRUSTEES. [ ] [ ] [ ] 2.) RATIFICATION OF SELECTION [ ] [ ] [ ]
Nominees: OF ACCOUNTANTS.
A. Keith Brodkin, Lawrence H. Cohn, M.D.,
Abby M. O'Neill and Ward Smith
</TABLE>
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-----
RECORD DATE SHARES:
<PAGE>
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
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to [sec] 240.14a-11(c) or [sec] 240.14a-12
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] No fee required.
[ ] $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:
- --------------------------------------------------------------------------------
