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 [ ]
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Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to [sec] 240.14a-11(c) or [sec] 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] No fee required.
[ ] $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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<PAGE>
MFS[RegTM] SPECIAL VALUE TRUST
500 Boylston Street, Boston, Massachusetts 02116
Notice of 1998 Annual Meeting of Shareholders
To be held on October 22, 1998
The 1998 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 Thursday, October 22, 1998 for the following purposes:
ITEM 1. To elect Marshall N. Cohan, Sir J. David Gibbons, Walter E. Robb, III
and Arnold D. Scott 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, 1998; 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 24, 1998 will be entitled to vote at the
Annual Meeting of Shareholders.
STEPHEN E. CAVAN, Secretary and Clerk
September 4, 1998
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[RegTM] 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 1998 Annual Meeting of Shareholders (the
"Meeting") to be held at 9:30 a.m. on Thursday, October 22, 1998, 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 24,
1998, there were outstanding 6,306,441.518 shares of the Trust. Shareholders of
record at the close of business on August 24, 1998, 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 4, 1998. A copy of
the Trust's most recent annual report and semi-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, Walter E. Robb, III and Arnold D. Scott, as
Trustees of the class whose term will expire at the 2001 Annual Meeting of
Shareholders (or special meeting in lieu thereof). Messrs. Cohan, Gibbons, Robb
and Scott are presently Trustees of the Trust. Under the terms of the Trust's
retirement plan, the Trustees have a mandatory retirement age of 75.
Consequently, Mr. Robb is expected to retire no later than December 31, 2001.
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 19, 1998(2) of Class(3)
- ------------------------------- --------- -------- ------------------ -----------
<S> <C> <C> <C> <C>
RICHARD B. BAILEY*, 71, Trustee; Private Investor;
Massachusetts Financial Services Company, former
Chairman and Director (prior to September 1991). 1993 1999 0.00 0.0000%
MARSHALL N. COHAN, 71, Trustee; Private Investor. 1993 1998 0.00 0.0000%
</TABLE>
<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 19, 1998(2) of Class(3)
- ------------------------------- --------- -------- ------------------ ------------
<S> <C> <C> <C> <C>
LAWRENCE H. COHN, M.D., 61, Trustee; Brigham and
Women's Hospital, Chief of Cardiac Surgery; Harvard
Medical School, Professor of Surgery. 1989 2000 1,370.938 0.0217%
SIR J. DAVID GIBBONS, KBE, 71, Trustee; Edmund
Gibbons Limited, Chief Executive Officer; Colonial
Insurance Company Ltd., Director & Chairman. 1993 1998 0.00 0.0000%
ABBY M. O'NEILL, 70, Trustee; Private Investor; Rockefeller
Financial Services, Inc. (investment advisers), Director. 1993 2000 0.00 0.0000%
WALTER E. ROBB, III, 72, Trustee; Benchmark Advisors,
Inc. (corporate financial consultants), President and
Treasurer; Benchmark Consulting Group, Inc. (office
services), President; CitiFunds and CitiSelect Folios
(mutual funds), Trustee. 1993 1998 268.333 0.0042%
ARNOLD D. SCOTT*, 55, Trustee; Massachusetts Financial
Services Company, Senior Executive Vice President,
Director and Secretary. 1993 1998 373.576 0.0059%
JEFFREY L. SHAMES*, 43, Trustee; Massachusetts
Financial Services Company, Chairman of the Board and
Chief Executive Officer. 1993 1999 0.00 0.0000%
J. DALE SHERRATT, 59, Trustee; Insight Resources, Inc.
(acquisition planning specialists), President; Wellfleet
Investments (investors in health care companies),
Managing General Partner (since 1993). 1989 1999 5,967.962 0.0946%
WARD SMITH, 67, Trustee; NACCO Industries (holding
company), Chairman (prior to June 1994); Sunstrand
Corporation (diversified mechanical manufacturer), Director. 1993 2000 0.00 0.0000%
All Trustees and officers as a group 10,437.705 0.1655%
</TABLE>
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(1) Directorships or trusteeships of companies required to report to the
Securities and Exchange Commission (the "SEC") (i.e., "public companies").
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(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 19, 1998. 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 42 funds within the MFS fund complex
advised by Massachusetts Financial Services Company ("MFS" or the "Adviser"),
investment adviser to the Trust, except for Messrs. Bailey and Scott, who each
serve as Trustees of 69 funds within the MFS fund complex and Mr. Shames who
serves as a Trustee of 89 funds within the MFS fund complex. Mr. Bailey is also
a director 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.) Financial Services
Holdings, Inc., which is in turn an indirect wholly owned subsidiary of Sun
Life Assurance Company of Canada. Messrs. 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. 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
<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 $10,500 $2,000 8 $242,022
Marshall N. Cohan 11,500 2,367 8 148,067
Dr. Lawrence Cohn 10,000 4,267 22 123,917
Sir J. David Gibbons 10,500 2,133 8 129,842
Abby M. O'Neill 10,500 1,967 9 129,842
Walter E. Robb, III 11,500 2,367 8 148,067
Arnold D. Scott -0- -0- N/A -0-
Jeffrey L. Shames -0- -0- N/A -0-
J. Dale Sherratt 14,000 4,733 24 184,067
Ward Smith 14,000 2,367 12 184,067
</TABLE>
(1) For fiscal year ended October 31, 1997.
(2) Based on normal retirement age of 75.
(3) For calendar year 1997. All Trustees receiving compensation served as
Trustees of 42 funds within the MFS fund complex (having aggregate net assets
at December 31, 1997, of approximately $18 billion) except Mr. Bailey, who
served as Trustee of 69 funds within the MFS fund complex (having aggregate net
assets at December 31, 1997 of approximately $47 billion).
Estimated Annual Benefits Payable By The Trust Upon Retirement(4)
<TABLE>
<CAPTION>
Average Years of Service
Trustee Fees 3 5 7 10 or more
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<S> <C> <C> <C> <C>
$ 9,000 $1,350 $2,250 $3,150 $4,500
10,280 1,542 2,570 3,598 5,140
11,560 1,734 2,890 4,046 5,780
12,840 1,926 3,210 4,494 6,420
14,120 2,118 3,530 4,942 7,060
15,400 2,310 3,850 5,390 7,700
</TABLE>
(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
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<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 Nominating Committee,
composed of Ms. O'Neill and Messrs. Cohan, Cohn, Gibbons, Robb, Sherratt and
Smith, that is responsible for recommending qualified candidates to the Board
in the event that a position is vacated or created. The Nominating Committee
consists only of Trustees who are not "interested persons" of the Trust as
defined in the 1940 Act. The Nominating Committee would consider
recommendations by shareholders if a vacancy were to exist. Shareholders
wishing to recommend Trustee candidates for consideration by the Nominating
Committee may do so by writing the Secretary of the Trust. Nominees must be
persons who are not "interested persons" of the Trust as defined in the 1940
Act. Members of the Nominating Committee confer periodically and hold meetings
as required. The Nominating Committee did not meet during the Trust's last
fiscal year.
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, 1998. 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 AND ADMINISTRATOR
The Trust engages as its investment adviser and administrator MFS, a
Delaware corporation with offices at 500 Boylston Street, Boston, Massachusetts
02116. MFS is a subsidiary of Sun Life of Canada (U.S.) Financial Services
Holdings, Inc., 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. Cohan, Gibbons, Robb and Scott 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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<PAGE>
All proxies voted, including proxies that reflect (i) broker non-votes
(broker non-votes are shares for which (a) the underlying owner has not voted
and (b) the broker holding the shares does not have discretionary authority to
vote on the particular matter), (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 1999
Annual Meeting of Shareholders must be received by the Trust on or prior to May
8, 1999.
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, 1997, 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 4, 1998 MFS SPECIAL VALUE TRUST
6
<PAGE>
MFS[RegTM] SPECIAL
VALUE TRUST
500 Boylston Street, Boston, Massachusetts 02116
MFS[RegTM] SPECIAL
VALUE TRUST
500 Boylston Street
Boston, Massachusetts 02116
Proxy Statement
For the 1998 Annual Meeting
of Shareholders to be held on
October 22, 1998
<PAGE>
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, 1998
P R O X Y
The undersigned hereby appoints JAMES R. BORDEWICK, JR., STEPHEN E. CAVAN,
W. THOMAS LONDON and JEFFREY L. SHAMES, and each of them, proxies with several
powers of substitution, to vote for the undersigned at the 1998 Annual Meeting
of Shareholders of MFS SPECIAL VALUE TRUST, to be held at 500 Boylston Street,
Boston, Massachusetts, on Thursday, October 22, 1998, 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 [ ] [ ] [ ]
OF ACCOUNTANTS.
</TABLE>
Nominees:
Marshall N. Cohan
Sir J. David Gibbons
Walter E. Robb, III
Arnold D. Scott
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.
Please be sure to sign and date this Proxy. Date
Shareholder sign here Co-owner sign here
