-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G9wiPVczLHtTZ4Di6FqIgP+44UcuQ8SGI0cfoLYmKq18VE+FKE1pDoYcVxyaWf5m 9CeunfVh6pTO/1kX1Ev8Sw== 0001048703-02-000147.txt : 20020926 0001048703-02-000147.hdr.sgml : 20020926 20020926135948 ACCESSION NUMBER: 0001048703-02-000147 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020926 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KARPUS MANAGEMENT INC CENTRAL INDEX KEY: 0001048703 IRS NUMBER: 161290550 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 14 TOBEY VILLAGE OFFICE PARK CITY: PITTSFORD STATE: NY ZIP: 14534 BUSINESS PHONE: 7165864680 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEVC DRAPER FISHER JURVESTON FUND I INC CENTRAL INDEX KEY: 0001099941 IRS NUMBER: 943333311 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78303 FILM NUMBER: 02772963 BUSINESS ADDRESS: STREET 1: 991 FOLSOM ST STREET 2: STE 301 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 4159776150 MAIL ADDRESS: STREET 1: 991 FOLSOM ST CITY: SAN FRANCISCO STATE: CA ZIP: 94107 FORMER COMPANY: FORMER CONFORMED NAME: MEVC DRAPER FISHER JURVETSON FUND I INC DATE OF NAME CHANGE: 19991207 SC 13D/A 1 mvc09-02.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment #4) Under the Securities and Exchange Act of 1934 meVC Draper Fisher Jurvetson Fund (Name of Issuer) Common Stock (Title of Class of Securities) 55271E105 (CUSIP Number) George W. Karpus, President Karpus Management, Inc. d/b/a Karpus Investment Management 183 Sullys Trail Pittsford, New York 14534 (716) 586-4680 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) September 26, 2002 (Date of Event which Requires Filing of this Statement) If the person has previously filed a statement on Schedule 13G to report the Acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b) (3) or (4), check the following box. [ ] (Page 1 of 7 pages) Exhibit 1 Attached. ITEM 1 Security and Issuer Common Stock meVC Draper Fisher Jurvetson Fund meVC Advisors, Inc. 901 Folsom Street, Suite 101 San Francisco, CA 94107 ITEM 2 Identity and Background a) Karpus Management, Inc. d/b/a Karpus Investment Management (?KIM?) George W. Karpus, President, Director and Controlling Stockholder JoAnn VanDegriff, Vice President and Director Sophie Karpus, Director b) 183 Sullys Trail Pittsford, New York 14534 c) Principal business and occupation - Investment Management for individuals, pension and profit sharing plans, corporations, endowments, trust and others, specializing in conservative asset management (i.e. fixed income investments). d) None of George W. Karpus, JoAnn VanDegriff, or Sophie Karpus (?the Principals?) or KIM has been convicted in the past five years of any criminal proceeding (excluding traffic violations). e) During the last five years none of the principals or KIM has been a party to a civil proceeding as a result of which any of them is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. f) Each of the Principals is a United States citizen. KIM is a New York corporation. ITEM 3 Source and Amount of Funds or Other Considerations KIM, an independent investment advisor, has accumulated shares of MVC on behalf of accounts that are managed by KIM (?the Accounts?) under limited powers of attorney. All funds that have been utilized in making such purchases are from such Accounts. ITEM 4 Purpose of Transaction a) KIM has purchased Shares for investment purposes. Being primarily a fixed income manager, with a specialty focus in the closed end fund sector, the profile of MVC fit the investment guidelines for various Accounts. Shares have been acquired since October 31, 2000. b) Although originally purchased for investment purposes only, concerns regarding the fund?s large fee compensation, large cash holdings and the market price?s wide discount to net asset value prompted KIM to approach management. During April of 2002 KIM conversed with management several times, via phone and e-mail, regarding our concerns. On June 21, the Fund contacted KIM to inform us of a press release from June 20 regarding the resignation of meVC Advisors. On September 20, 2002, KIM submitted a proposal to be presented to shareholders at the next shareholder meeting for the fund to conduct a tender offer of 25 percent of outstanding shares at 95 percent of the fund?s net asset value. (See Exhibit 1) ITEM 5 Interest in Securities of the Issuer A) As of the date of this Report, KIM owns 497,266 shares, which represents 3.01% of the outstanding Shares. Karpus Investment Management Profit Sharing Plan presently owns 3450 shares purchased on December 20, 2000 at $9.94 (500 shares), January 17, 2001 at $11.69 (100 shares), February 7 and 8 at $11.68 (900 shares), March 16 at $10.80 (200 shares), March 22 at $9.97 (100 shares), March 23 at $10.63 (50 shares), March 27 at $10.46 (300 shares), March 28 at $10.20 (100 shares), April 30 at $11.30 (200 shares), May 2 at $11.05 (50 shares), September 21 at $9.60, January 9 and 10, 2002 at $9.94 (100 shares), January 11 at $9.82 (100 shares), January 14 at $9.80 (50 shares), January 15 at $9.76 (50 shares), January 16 at $9.56 (50 shares), January 17 at $9.61 (100 shares), January 18 at $9.60 (200 shares), January 29 at $9.47 (50 shares), May 5 at $8.85 (50 shares), and August 29 at $7.86 (100 shares). George W. Karpus presently owns 4150 shares purchased on December 28, 2001 at $9.88 (1000 shares), January 10, 2002 at $9.93 (50 shares), January 15 at $9.76 (50 shares), January 18 at $9.61 (100 shares), January 29 at $9.47 (50 shares), February 20 and 21 at $8.83 (1000 shares), March 21 at $8.94 (25 shares), July 5 at $8.32 (725 shares), August 12 at $7.44 (1000 shares), August 26 at $7.93 (50 shares), and August 29 at $7.86 (100 shares). None of the other Principles of KIM presently owns shares of MVC. b) KIM has the sole power to dispose of and to vote all of such Shares under limited powers of attorney. c) Open market purchases for the last 60 days for the Accounts. There have been no dispositions and no acquisitions, other than by such open market purchases, DATE SHARES PRICE PER DATE SHARES PRICE PER SHARE SHARE 7/1/2002 - -500 8.48 8/1/2002 4700 7.62 7/2/2002 350 8.24 8/8/2002 1800 7.49 7/3/2002 1350 8.2 8/9/2002 500 7.49 7/5/2002 725 8.32 8/12/2002 1000 7.43 7/17/2002 800 8.18 8/12/2002 625 7.44 7/18/2002 1000 8.13 8/13/2002 1125 7.41 7/23/2002 - -1100 7.86 8/15/2002 1650 7.24 8/20/2002 700 7.66 8/21/2002 600 7.78 8/22/2002 2800 7.89 8/26/2002 4300 7.92 8/27/2002 7950 7.97 8/29/2002 12450 7.88 8/30/2002 1000 7.81 * The 625 shares from 8/12 were delivered into our firm. The Accounts have the right to receive all dividends from, any proceeds from the sale of the Shares. KIM reserves the right to further accumulate or sell shares. None of the Accounts has an interest in shares constituting more than 5% of the Shares outstanding. ITEM 6 Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer. Except as described above, there are no contracts, arrangements, understandings or relationships of any kind among the Principals and KIM and between any of them and any other person with respect to any of MVC Securities. ITEM 7 Materials to be Filed as Exhibits Not applicable. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. Karpus Management, Inc. September 26, 2002 By:________________________ Date Signature George W. Karpus, President Name/Title Exhibit 1 Proposal Submitted to the Fund on September 20, 2002 SEPTEMBER 20, 2002 MR. JOHN M. GRILLOS, CHAIRMAN MEVC DRAPER FISHER JURVETSON FUND I 991 FOLSOM STREET SAN FRANCISCO, CA 94107 DEAR MR. GRILLOS, Karpus Management, Inc. d/b/a Karpus Investment Management (KIM), is the beneficial owner as of August 31, 2002, of 497,266 shares of the common stock of meVC Draper Fisher Jurvetson Fund I (MVC) (the Fund). KIM has beneficially owned in excess of one percent of the outstanding shares of the Fund for at least one year or more as attested by Schedule 13D filings with the Securities and Exchange Commission. KIM?s first purchase of shares began on October 31, 2000. All such purchases have been made in the open market. Pursuant to Rule 14-28(b)(2)(ii) of the Securities Exchange Act of 1934, we (KIM) are hereby submitting the following proposal and supporting statement for inclusion in any and all proxy materials at the next meeting of shareholders. Attached is our Schedule 13D as electronically filed with the Securities and Exchange Commission. PROPOSAL Karpus Investment Management proposes: In each year where the fund discount averages more than ten percent, meVC Draper Fisher Jurvetson Fund I (MVC) will conduct a tender offer for 25 percent of the outstanding shares at an amount equal to 95 percent of the NAV. SUPPORTING STATEMENT It is the belief of KIM that current Fund Management of MVC is not making significant efforts to close the wide discount at which the fund trades. For the time period from May 26, 2000 through August 30, 2002, the Fund traded at an average discount of 34.95%. KIM believes a reasonable way for shareholders to recognize value of their investment is through a tender offer of 25% of the outstanding shares. If this were to occur, shareholders would increase the value of their tendered shares by 49.47% (based on the August 30, 2002 NAV). It is the opinion of KIM that Fund Management has failed to address the persistently wide discount. As of September 17, 2002, the Fund held 72.6% of its assets in cash while charging an exorbitant 2.5% fee. Current low short-term rates are causing a negative return on almost 73% of the portfolio. If cash remains in the Fund, it will dwindle away as it continues to perform at rates lower than fees. The Fund began trading on 5/26/00 at a market price of $18.99. On 9/17/02 the Fund closed at $7.76, a 59% LOSS. This abysmal performance occurred despite being roughly 70% in cash. While shareholders experienced a substantial decrease in their investment, Management has collected more than $7,000,000 in fees on cash balances since its March 2000 inception. Management consoles shareholders by incorrectly comparing performances of MVC and the Nasdaq Composite Index (CCMP) using uneven time periods. Management compares the performance of CCMP from March 31, 2000 to July 31, 2002 (-70.76%) to the performance of MVC from May 26, 2000 to July 31, 2002 (-60.48%). When comparing CCMP performance from May 26, 2000 to July 31, 2002, the disparity narrows significantly. It is questionable that Fund Management is comparing the 35%-invested MVC to the fully-invested CCMP. Assuming that cash earned 0%, a fund that was 35% invested in CCMP and 65% invested in cash during the time period from May 26, 2000 to July 31, 2002 would have lost only 21.1% while MVC lost 60.48%. KIM believes conducting a tender offer is a proven method for shareholders to recognize some of their investment value. Considering the Fund trades at a price less than the cash per share, a tender offer is a reasonable method to return value to the shareholders. (Based on the $12.33 NAV on September 17, 2002, the cash per share was $8.95 while MVC traded at $7.76.) With a 25% tender of MVC at 95% of NAV, shareholders would recognize an immediate return of approximately 49.47% on tendered shares (based on price of $7.85 and NAV of $12.35 as of 8/30/02). If these tender offers are conducted yearly, shareholders will continue to increase the value of their investment. Sincerely, Scott D. Nasca Corporate VP & Director of Equity Investments -----END PRIVACY-ENHANCED MESSAGE-----