Opportunity Partners LP · DFAN14A · Lincoln National Convertible Securities Fund Inc · On 5/21/01

Filed On 5/21/01 1:51pm ET   ·   SEC File 811-04659   ·   Accession Number 896017-1-500017

Additional Definitive Non-Management Proxy Solicitation Material   ·   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DFAN14A     Additional Definitive Non-Management Proxy             3±    14K 
                          Solicitation Material                                  

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Phillip Goldstein                                                               
60 Heritage Drive                                                               
Pleasantville, NY 10570                                                         
(914) 747-5262 // Fax (914) 747-5258                                            

THIS IS THE LETTER LNV MANAGEMENT WILL NEVER SEND YOU!!                         
(so I wrote it for them)                                                        

**************************                                                      
Dear Shareholder:                                                               

I am writing to you on behalf of my fellow directors.  We                       
recently advised you that the Annual Meeting of Stockholders of                 
Lincoln National Convertible Securities Fund (the "Fund") has                   
been postponed from May 18th to June 22nd to give shareholders                  
"adequate time to consider important issues and developments in                 
connection with this year's proxy contest."  Because you may be                 
wondering what the heck we were referring to, we have decided to                
come clean.  Here's what really happened.                                       

When we originally told you that the incumbent directors were                   
"duly elected" at last year's meeting of stockholders by a                      
"valid vote of the Fund's shareholders" that was not really                     
true.  After a trial, a federal judge determined that (1) we                    
breached our fiduciary duty to shareholders by conducting an                    
illegal election last year (2) we violated the anti-fraud                       
provision of the SEC's proxy rules by failing to disclose how we                
staggered our own terms so that shareholders could not later de-                
stagger them.  As a result, the judge ordered us to conduct                     
another election for the two seats that were filled last year.                  
The court's opinion can be found at the following address:                      
http://www.paed.uscourts.gov/documents/opinions/01D0329P.HTM.                   

Our lawyers have been trying to put a more favorable spin on                    
this "development" but it is hard to find a euphemism for                       
"violation of fiduciary duty."  One thing we have done is to                    
fire the law firm that lost the case for us and hire another one                
to appeal the judge's decision.  If we had to spend our own                     
hard-earned money, we would probably think long and hard about                  
appealing.  Being able to use shareholder money makes the                       
decision much easier.  So, despite what the judge said, please                  
continue to trust us.  By the way, we appreciate your financial                 
support of our efforts to clear our tarnished names.                            

As long as we are `fessing up, here are some other things you                   
should know.  We hope our belated candor will induce you to vote                
for our nominees instead of Mr. Goldstein's.                                    

? We still don't know how much the litigation to prevent Mr.                    
Goldstein from electing directors has cost and we don't                         
know what the final tab will be.  OK, it could be millions                      
of dollars.  We just don't know.  Thankfully, the costs are                     
being paid by shareholders and not coming out of our own                        
pockets.                                                                        

? Mr. Goldstein has complained that we are targeting $190,000                   
of shareholder money for our solicitation expenses without                      
obtaining SEC approval.  We do not think we need SEC                            
approval as long as we say our re-election is in your best                      
interests. It is in your best interests that we get re-                         
elected, isn't it?                                                              

? We were totally unprepared for the court's decision.  If we                   
had promptly notified shareholders that we had breached our                     
fiduciary duty and the annual meeting had taken place as                        
scheduled on May 18th we might have lost the election.  So,                     
we passed a legal bylaw authorizing us (but not Goldstein)                      
to postpone the meeting in order to give us time to plan                        
our strategy after a crushing legal defeat.  We apologize                       
to any shareholders that showed up on May 18th for the                          
meeting but it is not our fault.  We just never imagined                        
that we could lose in court.                                                    

? We admit that we owe the investment advisor our jobs.  We                     
all serve on at least one other fund that it manages and we                     
hold the directors' meetings for both funds simultaneously.                     
Also, we delegate much of the work to the advisor's well-                       
trained lawyers.  So, how independent can we be?  However,                      
we do get a very nice paycheck for very little work.  It is                     
a pretty sweet deal.  Please let us keep it.                                    

? The advisor benefits from keeping LNV a closed-end fund.                      
Even though shareholder wealth would increase from open-                        
ending, it might lead to lower management fees for the                          
advisor.  Goldstein is right about that.  Hey, if you were                      
in our shoes, would you oppose an advisor who can get you                       
on more boards?                                                                 

? We have accused Mr. Goldstein's nominees of being "hand-                      
picked."  We now admit that it is a silly charge.  How                          
should a nominee be chosen?  By a lottery?                                      

? We have also accused Mr. Goldstein of having a personal                       
agenda, i.e., he wants to make money from his investment.                       
We admit we also have an agenda.  As a high level employee                      
of the investment advisor, I want the investment advisor's                      
fees to be as high as possible.  Open-ending the Fund would                     
be contrary to that objective.  There, I said it!  I feel                       
so much better.                                                                 

Finally, if you have any questions, we have good news.  In                      
accordance with our new open-door policy, you no longer have to                 
talk to our proxy solicitors.  We are now willing to speak to                   
any shareholder.  Please call the Fund's secretary, David                       
Connor, at (215) 255-8864 and ask to speak directly to me.  (I                  
still need someone to filter out crank calls.)  In the meantime,                
I will try to find out what the Fund's legal expenses are.                      
Thank you for your continued support.  Who cares about fiduciary                
duty anyway?                                                                    

Very truly yours,                                                               

David K. Downes                                                                 
President and Director of 33 Funds                                              
Managed by the Investment Advisor