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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 / /
Filed by a party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
THE MFS SERIES TRUST
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(Name of Registrant as Specified In Its Charter)
LOUIS NAVELLIER and NAVELLIER MANAGEMENT, INC.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(4) Date Filed:
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NAVELLIER
WARNING:
THIS LETTER CONTAINS REVISED INFORMATION FROM OUR MAY 7, 1997 LETTER AND THE
CHANGES ARE IMPORTANT.
May 15, 1997
Dear Navellier (now MFS) Aggressive Small Cap Equity shareholder:
PLEASE VOTE AGAINST MFS ON THE NAVELLIER GOLD PROXY CARD.
You have probably received proxy materials from the management of the MFS
Aggressive Small Cap Equity Fund soliciting your vote to approve MFS as
investment advisor to your Fund.
WE STRONGLY URGE YOU TO DISREGARD THE MFS PROXY MATERIALS. PLEASE READ
CAREFULLY NAVELLIER'S PROXY MATERIALS IN OPPOSITION TO MFS MANAGEMENT
AND USE OUR GOLD PROXY CARD TO VOTE YOUR SHARES.
The Navellier proxy materials thoroughly explain our position, in particular:
- That MFS' small cap performance record for the MFS OTC(A) Fund (MFS'
only small cap fund according to Morningstar's classifications) is
inferior to Navellier's.*
- That a merger, if approved by the shareholders at a subsequent
shareholder meeting and by a vote of the present or future Board of
Trustees, could allow you to reinstate Navellier (in a tax-free
exchange) as the investment advisor.** A vote AGAINST the MFS
proposal is only a vote against hiring MFS as investment advisor. It
would not guarantee that Navellier would become investment advisor.
- MFS does not utilize the unique quantitative analysis methodology used
by Navellier.
* Performance numbers are based on annual returns as reported by Morningstar
after deducting sales loads and commissions and adding dividends. MFS
OTC(A)'s performance for the years 1994, 1995 and 1996 was 4.39%, 22.25%
and 19.44% (for an average annualized return of 15.07%) compared to
Navellier Management, Inc.'s performance of 6.5%, 39.48% and 11.98% (for an
average annualized return of 18.47%) during those same years.
** For Navellier to become investment advisor, the shareholders would either
have to vote at a special meeting to hire Navellier or would have to vote
to merge the Fund into the Navellier Performance Fund. Passage of
Navellier's merger proposal would require a separate shareholder vote
approving the merger proposal, a separate proxy statement which is
presently pending and which would have to be approved by the SEC and
approval by the present or future Board of Trustees of the Fund.
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I am a shareholder of the Fund and presently own 1,606.594 shares of the Fund.
I am also the 100% owner and founder of Navellier Management, Inc. which was the
original investment advisor to your Fund and managed the Fund's investments from
January 1, 1994 to March 15, 1997 when the independent Trustees refused to renew
Navellier's management contract and unilaterally substituted MFS.
If Navellier's pending merger proxy (Form N-14) is approved by the SEC and a
merger of your Fund into the Navellier Performance Fund family is approved by
the shareholders at our Special Meeting anticipated to be held in June and the
present or future Trustees of the Fund approve the merger, then Navellier
Management, Inc. would be your investment advisor. Navellier Management, Inc.
would receive compensation for being your investment advisor. Based on calls
from over 2,000 shareholders, we believe that the shareholders still want the
Navellier Group to manage the Fund.
DON'T LET YOUR FUND'S TRUSTEES GET AWAY WITH THEIR OUTRAGEOUS BEHAVIOR!
- - On March 13, 1997, the independent Trustees of your Fund chose not to renew
Navellier Management, Inc. (the investment advisor you chose to manage your
assets) as Investment Advisor of the Fund.
- - WE BELIEVE THAT THEY REFUSED TO RENEW NAVELLIER AS INVESTMENT ADVISOR
BECAUSE THEY DID NOT WANT TO APPROVE NAVELLIER'S PROPOSAL TO MERGE THIS
FUND INTO THE NAVELLIER PERFORMANCE FUND FAMILY SINCE THE MERGER WOULD HAVE
ELIMINATED THEIR JOBS AND THEIR COMPENSATION. THE TRUSTEES DENY THIS, BUT
THEIR ARRANGEMENT WITH MFS WOULD ALLOW THEM TO CONTINUE TO BE TRUSTEES AND
BE PAID FOR UP TO 18 MONTHS AND POSSIBLY LONGER. A MERGER WOULD ELIMINATE
THEIR JOBS AND COMPENSATION IMMEDIATELY.
VOTE THE NAVELLIER GOLD CARD TODAY!
- - We believe that the independent Trustees put their personal and financial
interests ahead of yours in refusing to renew Navellier and in opposing
Navellier's efforts to merge this Fund into the Navellier Performance
Funds. The Trustees claim to be independent. We believe they are not. We
believe they are recommending MFS in order to preserve their jobs and pay
for another 18 months and possibly longer. They claim they are independent
because their "present intent" is to resign within 18 months of the
shareholder vote.
- - However, they will be paid between $10,000-$20,000 per year during the time
they remain on the Board, and if you look at their statements, they are not
even promising to resign within 18 months -- only that it is their "present
intent" to do so. They could change their "present intent" and could
remain on the Board and continue to be paid indefinitely. In contrast,
Navellier's merger proposal, if approved, would eliminate the present
Trustees' jobs and pay immediately.
- - THE TRUSTEES INTERFERED WITH AND DELAYED OUR PROPOSED MERGER PROXY TO MERGE
THE FUND INTO THE NAVELLIER PERFORMANCE FUNDS. THEY REFUSED TO PROVIDE US
WITH A SHAREHOLDER LIST AND INSTRUCTED THE FUND'S AUDITOR NOT TO CONSENT
TO NAVELLIER'S USE OF NECESSARY FINANCIAL REPORTS.
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- - On May 2, 1997, the United States District Court for the Northern District
of California ordered the Trustees to: "permit [Navellier] to obtain a
current shareholder list of Trust shareholders" and "to authorize Deloitte
& Touche or any other relevant agent to permit [Navellier] to use financial
statements of the Trust" and to "not otherwise obstruct [Navellier's]
efforts to have the Trustees call a special meeting of the shareholders."
COMPARE NAVELLIER'S SUPERIOR PERFORMANCE RECORD WITH MFS
- - MFS' PERFORMANCE AS A SMALL CAP MANAGER OF THE MFS OTC(A) FUND IS INFERIOR
TO NAVELLIER'S. WE BELIEVE THE MOST COMPARABLE MFS FUND IS THE MFS OTC(A)
FUND (WHICH MORNINGSTAR CLASSIFIES AS THE ONLY SMALL CAP MANAGED BY MFS).
THE MFS OTC(A) FUND AVERAGE PER ANNUM PERFORMANCE OVER THE CALENDAR THREE
YEAR PERIOD JANUARY 1, 1994 - DECEMBER 31, 1996 WAS 15.1% COMPARED TO
NAVELLIER MANAGEMENT, INC. WHICH RETURNED 18.5%.*
Based on shareholder calls, we believe many of you stayed in the Fund
because you did not want to be forced to pay capital gains taxes by redeeming
your shares. If MFS is NOT approved, it will help to set the stage for a vote
on Navellier's proposal for a TAX-FREE merger.
TIME IS VERY SHORT. PLEASE VOTE YOUR GOLD CARD TODAY!
IF YOU HAVE ALREADY VOTED TO APPROVE MFS, YOU HAVE A LEGAL RIGHT TO CHANGE
YOUR MIND AND VOTE AGAINST MFS - BUT PLEASE DO SO ON OUR GOLD PROXY CARD. ONLY
YOUR LATEST DATED PROXY CARD WILL COUNT.
We sincerely appreciate your support and patience. Do NOT be pressured by
MFS. If you have questions or comments, please feel free to call Navellier at
(800) 887-8671 or MacKenzie Partners, Inc., which is assisting us with our
campaign, at (800) 322-2885.
Sincerely,
Louis G. Navellier
President, Navellier Management, Inc.
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If you have questions or need assistance in voting your shares, please contact:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call collect)
or
CALL TOLL-FREE (800) 322-2885
