MFS(R) SPECIAL
VALUE TRUST
500 Boylston Street, Boston, Massachusetts 02116
MFS(R) SPECIAL
VALUE TRUST
500 Boylston Street
Boston, Massachusetts 02116
Proxy Statement
For the 1999 Annual Meeting
of Shareholders to be held on
October 21, 1999
<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
[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>
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF TRUSTEES OF MFS(R)
SPECIAL VALUE TRUSTP
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 21, 1999
The undersigned hereby appoints JAMES R. BORDEWICK, JR., STEPHEN E.
CAVAN, W. THOMAS LONDON and ARNOLD D. SCOTT, and each of them, proxies
P with several powers of substitution, to vote for the undersigned at the
1999 Annual Meeting of Shareholders of MFS SPECIAL VALUE TRUST, to be
R held at 500 Boylston Street, Boston, Massachusetts, on Thursday, October
21, 1999, notice of which meeting and the Proxy Statement accompanying
O the same have been received by the undersigned, or at any adjournment
thereof, upon the following matters as described in the Notice of Meeting
X and accompanying Proxy Statement.
Y
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.
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[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
<TABLE>
<CAPTION>
For
With- All
For hold Except For Against Abstain
<S> <C> <C> <C> <C> <C> <C> <C>
1.) ELECTION OF TRUSTEES. [ ] [ ] [ ] 2.) RATIFICATION OF SELECTION [ ] [ ] [ ]
OF ACCOUNTANTS.
Nominees:
Richard B. Bailey
Jeffrey L. Shames
J. Dale Sherratt
</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.
-----------
Please be sure to sign and date this Proxy. Date
- -----------------------------------------------------------------
Shareholder sign here ___________ Co-owner sign here ___________
<PAGE>
MFS(R) SPECIAL VALUE TRUST
500 Boylston Street, Boston, Massachusetts 02116
Notice of 1999 Annual Meeting of Shareholders
To be held on October 21, 1999
The 1999 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 21, 1999 for the following purposes:
ITEM 1. To elect Richard B. Bailey, Jeffrey L. Shames 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, 1999; 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 23, 1999 will be entitled to vote at the
Annual Meeting of Shareholders.
STEPHEN E. CAVAN, Secretary and Clerk
September 3, 1999
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 1999 Annual Meeting of Shareholders (the "Meeting")
to be held at 9:30 a.m. on Thursday, October 21, 1999, 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 23, 1999, there were
outstanding 6,376,998 shares of the Trust. Shareholders of record at the close
of business on August 23, 1999, 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 3, 1999. 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 2281,
Boston, MA 02107-9906, 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, Jeffrey L. Shames and J. Dale Sherratt, as Trustees of the class whose
term will expire at the 2002 Annual Meeting of Shareholders (or special meeting
in lieu thereof). Messrs. Bailey, Shames and Sherratt 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. Bailey will 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 18, 1999(2) of Class(3)
- ------------------------------- --------- -------- ------------------ -----------
<S> <C> <C> <C> <C>
JEFFREY L. SHAMES* (born 6/2/55), Chairman and
President; Massachusetts Financial Services Company,
Chairman of the Board and Chief Executive Officer. 1993 1999 0 0.00%
RICHARD B. BAILEY* (born 9/14/26), Trustee; Private
Investor; Massachusetts Financial Services Company,
former Chairman and Director (prior to September 1991). 1993 1999 0 0.00%
</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 18, 1999(2) of Class(3)
- ------------------------------- --------- -------- ------------------ -----------
<S> <C> <C> <C> <C>
MARSHALL N. COHAN (born 11/14/26), Trustee;
Private Investor. 1993 2001 0 0.00%
LAWRENCE H. COHN, M.D. (born 3/11/37), Trustee;
Brigham and Women's Hospital, Chief of Cardiac
Surgery; Harvard Medical School, Professor of Surgery. 1989 2000 1,522.69 0.02%
SIR J. DAVID GIBBONS, KBE (born 6/15/27), Trustee;
Edmund Gibbons Limited, Chief Executive Officer;
Colonial Insurance Company Ltd., Director & Chairman. 1993 2001 0 0.00%
ABBY M. O'NEILL (born 4/27/28), Trustee; Private Investor;
Rockefeller Financial Services, Inc. (investment
advisers), Director. 1993 2000 0 0.00%
WALTER E. ROBB, III (born 8/18/26), 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 2001 298,037.00 0.00%
ARNOLD D. SCOTT* (born 12/16/42), Trustee;
Massachusetts Financial Services Company, Senior
Executive Vice President, Director and Secretary. 1993 2001 414,931.00 0.00%
J. DALE SHERRATT (born 9/23/38), Trustee; Insight
Resources, Inc. (acquisition planning specialists),
President; Wellfleet Investments (investors in health care
companies), Managing General Partner (since 1993). 1989 1999 8,528.60 0.12%
WARD SMITH (born 9/13/30), Trustee; NACCO Industries
(holding company), Chairman (prior to June 1994);
Sunstrand Corporation (diversified mechanical
manufacturer), Director. 1993 2000 0 0.00%
All Trustees and officers as a group 10,764.25 0.16%
</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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<PAGE>
(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 18, 1999. 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 43 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 74 funds within the MFS fund complex, and Mr. Shames who
serves as a Trustee of 132 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.)"). Messrs. Scott and Shames are "interested persons" of the Trust
because they are each an officer and director of MFS. Messrs. Scott and Shames
each owns shares of common stock of MFS. Mr. Bailey is considered an
"interested person" of the Trust because he is a director of Sun Life Assurance
Company of Canada (U.S.), an affiliate 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 $10,000 $2,500 8 $259,430
Marshall N. Cohan 11,000 2,917 8 143,259
Dr. Lawrence Cohn 10,110 4,650 22 153,579
Sir J. David Gibbons 10,000 2,625 8 130,059
Abby M. O'Neill 10,000 2,500 9 130,059
Walter E. Robb, III 11,110 2,917 8 171,154
Arnold D. Scott -0- -0- N/A -0-
Jeffrey L. Shames -0- -0- N/A -0-
J. Dale Sherratt 11,047 5,700 24 157,714
Ward Smith 10,547 3,167 12 146,739
</TABLE>
(1) For fiscal year ended October 31, 1998.
(2) Based on normal retirement age of 75.
(3) For calendar year 1998. All Trustees receiving compensation served as
Trustees of 43 funds within the MFS fund complex (having aggregate net
assets at December 31, 1998, of approximately $25 billion) except Mr.
Bailey, who served as Trustee of 74 funds within the MFS fund complex
(having aggregate net assets at December 31, 1998 of approximately $68
billion).
Estimated Annual Benefits Payable By The Trust Upon Retirement(4)
<TABLE>
<CAPTION>
Trustee Fees Years of Service
from Trust 3 5 7 10 or more
-------------- --------- --------- --------- -----------
<S> <C> <C> <C> <C>
$ 9,000 $1,350 $2,250 $3,150 $4,500
9,644 1,447 2,411 3,375 4,822
10,288 1,543 2,572 3,601 5,144
10,933 1,640 2,733 3,826 5,466
11,577 1,737 2,894 4,052 5,788
12,221 1,833 3,055 4,277 6,111
</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 5 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 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. The Board currently expects to
reduce the size of the Board upon the retirement of Mr. Bailey by December 31,
2000 in order to eliminate the vacancy created by his retirement. 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, 1999. 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
02481, 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. Bailey, Shames 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.
5
<PAGE>
All proxies voted, including proxies that reflect abstentions or 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 have
any effect on the outcome of the voting on either item.
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 2000
Annual Meeting of Shareholders must be received by the Trust on or prior to May
6, 2000.
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, with one exception described below, during the year ended October
31, 1998, 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. In one instance, a Form 4
reflecting the transfer of Trust shares from accounts held in trust by Mr. W.
Thomas London, the Treasurer of the Trust, acting as Trustee, to the
beneficiaries of the trust accounts, was filed late.
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 3, 1999 MFS SPECIAL VALUE TRUST
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