SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE
ACT OF 1934
Filed by the Registrant |X|
Filed by Party other than the Registrant [ ]
Check the appropriate box:
|X| Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Rule 14a-11(c) or Rule 14a-12
EQUUS II INCORPORATED
(Name of Registrant as Specified in Its Charter)
JOHN T. UNGER, SNELL & SMITH, P.C., 1000 LOUISIANA,
SUITE 3650, HOUSTON, TX 77002
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
[ ] 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:
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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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[ ] 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 fee for which the offsetting fee was
paid previously. Identify the previous filing by registration number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule, or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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EQUUS II INCORPORATED
2929 ALLEN PARKWAY, SUITE 2500
HOUSTON, TEXAS 77019
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 13, 1998
The Annual Meeting of Stockholders of EQUUS II INCORPORATED, (the
"Fund"), will be held on Wednesday, May 13, 1998, at 9:30 a.m., local time, at
Meeting Room No. 1, Plaza Level, Liberty Tower, 2919 Allen Parkway, Houston,
Texas 77019, for the following purposes, all as more fully described in the
accompanying proxy statement:
1. To elect eight members to the Board of Directors for the ensuing
year;
2. To ratify the Board of Directors' appointment of Arthur Andersen LLP
as the Fund's independent auditors for the fiscal year ending December 31, 1998;
3. To approve the amendment of the Fund's Restated Certificate of
Incorporation to increase the number of authorized shares of Common Stock; and
4. To transact such other business as may properly come before the
meeting, or any adjournment thereof.
Nominees for directors are set forth in the enclosed Proxy Statement.
Stockholders of record as of the close of business on March 20, 1998,
are entitled to notice of, and to vote at, the Annual Meeting. A list of
stockholders will be available at the Annual Meeting and, during the 10-day
period prior to the Annual Meeting, at the offcies of the Fund, 2929 Allen
Parkway, Suite 2500, Houston, Texas 77019. WHETHER OR NOT YOU CURRENTLY PLAN TO
ATTEND THE ANNUAL MEETING, YOU ARE URGED TO SIGN, DATE AND RETURN THE PROXY CARD
IN THE ENVELOPE PROVIDED.
In the event that the necessary quorum to transact business is not
obtained at the Annual Meeting, the Annual Meeting may be adjourned to permit
further solicitation of proxies.
By order of the Board of Directors,
TRACY H. COHEN
SECRETARY
April __, 1998
Houston, Texas
IMPORTANT
You can help the Fund avoid the necessity and expense of sending
follow-up letters to ensure a quorum by promptly signing, dating and returning
the enclosed proxy card.The enclosed envelope requires no postage if mailed in
the United States.
EQUUS II INCORPORATED
2929 ALLEN PARKWAY, SUITE 2500
HOUSTON, TEXAS 77019
-----------------------------
PROXY STATEMENT
-----------------------------
ANNUAL MEETING OF STOCKHOLDERS
MAY 13, 1998
This Proxy Statement is furnished to the stockholders of Equus II
Incorporated ("EQS" or the "Fund"), in connection with the solicitation by its
Board of Directors (the "Board") of proxies to be voted at the 1998 Annual
Meeting of Stockholders (the "Annual Meeting") to be held on Wednesday, May 13,
1998, at 9:30 a.m., local time, at Meeting Room No. 1, Plaza Level, Liberty
Tower, 2919 Allen Parkway, Houston, Texas 77019, and at any adjournment thereof.
The first mailing of this Proxy Statement is expected to be made on or about
April 9, 1998.
The shares represented by the accompanying proxy and entitled to vote
will be voted if the proxy card is properly signed and received before the
Annual Meeting. Where a choice is specified on any proxy card as to the vote on
any matter to come before the Annual Meeting, the proxy will be voted in
accordance with such specification. Where no choice is specified, the proxy will
be voted FOR the election of the persons nominated to serve as directors of the
Fund named in this Proxy Statement, FOR the proposal to ratify the appointment
of Arthur Andersen LLP as independent auditors for the fiscal year ending
December 31, 1998, FOR the amendment of the Fund's Restated Certificate of
Incorporation to increase the number of authorized shares of common stock, $.001
par value ("EQS Common Stock"), and in such manner as the persons named on the
enclosed proxy card in their discretion determine on such other business as may
properly come before the Annual Meeting. A stockholder may revoke a proxy at any
time before it is voted by: (i) providing written notice of revocation to EQS,
(ii) executing and delivering a proxy of a later date to EQS, or (iii)attending
and voting in person at the Annual Meeting.
Only holders of record as of the close of business on March 20, 1998
(the "Record Date"), of the EQS Common Stock are entitled to vote at the Annual
Meeting. Each share of EQS Common Stock is entitled to one vote on each matter
to be voted on at the Annual Meeting. EQS had 4,828,492 shares of EQS Common
Stock outstanding on the Record Date. Other than Sam P. Douglass, Chairman of
the Board and Chief Executive Officer of the Fund, and Nolan Lehmann, President
of the Fund, no person or group was known to own more than 5% of the outstanding
shares of EQS Common Stock on that date. The directors and officers of EQS, as a
group, beneficially owned (including currently exercisable stock options)
approximately 20.5% of the shares of EQS Common Stock on that date.
1
A majority of the voting power of the outstanding shares of the Fund,
represented in person or by proxy, constitutes a quorum for the transaction of
business at the Annual Meeting. Abstentions and shares held of record by a
broker or its nominee ("Broker Shares") that are voted on any matter are
included in determining the number of votes present for purposes of determining
the existence of a quorum for the Annual Meeting. Broker Shares that are not
voted on any matter will not be included in determining whether a quorum is
present. With respect to a single proposal, abstentions and broker non-votes
(i.e., Broker Shares that are not voted on the proposal) and shares as to which
proxy authority has been withheld with respect to such proposal will not be
counted as votes in favor of or against the proposal.
Directors shall be elected by a plurality of the votes of the
outstanding shares of EQS Common Stock represented and entitled to vote at the
Annual Meeting. In connection with the election of directors, a stockholder may
withhold authority to vote for any or all nominees. The affirmative vote of a
majority of the outstanding shares of EQS Common Stock represented and
entitled to vote at the Annual Meeting will be required to ratify the selection
of the independent auditors. The amendment of the Fund's Restated Certificate of
Incorporation to increase the number of authorized shares of EQS Common Stock
will require the affirmative vote of a majority of the shares of the Fund.
Abstentions on the proposal to amend the Fund's Restated Certificate of
Incorporation will have the same effect as negative votes.
EQS is a non-diversified, closed-end company as defined under the
Investment Company Act of 1940, as amended (the "Investment Company Act") and
has elected to be treated as a business development company under the Investment
Company Act. The Fund's investment adviser is Equus Capital Management
Corporation, a Delaware corporation (the "Management Company"). The Fund's
principal executive office is located at 2929 Allen Parkway, Suite 2500,
Houston, Texas 77019. The telephone number is 713-529-0900.
The cost of soliciting proxies will be paid by the Fund. Copies of
solicitation material will be furnished to brokerage houses, fiduciaries and
custodians to forward to beneficial owners of stock held in the name of such
nominees. The solicitation of proxies will be by mail, telephone, or otherwise
through the officers and regular employees of the Fund or the Management Company
without special compensation therefor.
PROPOSAL 1. ELECTION OF DIRECTORS
Article III, Section 3.2 of the By-laws of the Fund currently provides
for a minimum of three and a maximum of fifteen directors (a majority of whom
must be independent directors). There are currently eight directors, including
five independent directors (i.e. directors who are not "interested persons" as
defined in the Investment Company Act). The nominees receiving an affirmative
vote of a plurality of the shares entitled to vote and present, either in person
or by proxy, at the Annual Meeting, will be elected as members of the Board. All
of the elected directors will serve until their
2
respective successors have been duly elected and qualified or until they resign,
die or are removed from office.
In the event a stockholder entitled to vote for the election of
directors at a meeting wishes to make a director nomination at a stockholders'
meeting, written notice of such stockholder's intent to make such nomination
must be given, either by personal delivery or by U.S. mail, postage prepaid, to
Tracy H. Cohen, Secretary, Equus II Incorporated, 2929 Allen Parkway, Suite
2500, Houston, Texas 77019, not less than 60 nor more than 90 days prior to the
meeting; provided, however, that in the event less than 70 days' notice or prior
public disclosure of the date of the meeting is given to stockholders, notice by
the stockholder to be timely must be received not later than the close of
business on the fifth day following the day on which such notice is mailed or
such public disclosure was made. Each such notice must set forth: (a) the name
and address of the stockholder who intends to make the nomination, (b) the name,
age, business address, home address and principal occupation of the person or
persons to be nominated; (c) a representation that the stockholder is a holder
of record of stock of the Company entitled to vote at such meeting and intends
to appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (d) a description of all arrangements or understandings
between the stockholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or nominations are to
be made by the stockholder; (e) such other information regarding each nominee
proposed by such stockholder as would be required to be included in a
proxy statement filed pursuant to the rules of the Securities and Exchange
Commission (the "SEC"), had the nominee been nominated, or intended to be
nominated, by the Board of Directors; and (f) the consent of each nominee to
serve as a director of the Corporation if so elected. The chairman of the
stockholder meeting shall determine if a nomination complies with the foregoing
requirements and may disregard the nomination of any person not made in
compliance with the foregoing procedure.
The persons named as proxies in the enclosed form of proxy were selected
by the Board, and have advised the Board that, unless authority is withheld,
they intend to vote the shares represented by them at the Annual Meeting for the
election of Sam P. Douglass, Gregory J. Flanagan, Robert L. Knauss, Nolan
Lehmann, Gary R. Petersen, John W. Storms, Dr. Francis D. Tuggle, and Dr. Edward
E. Williams. All of the nominees are current members of the Board, five of whom
are independent directors (Messrs. Flanagan, Knauss, Petersen, Storms, and Dr.
Tuggle). All of the nominees have consented to their nomination and will serve
if elected to the Board.
The Board knows of no reason why any nominee for director would be
unable to serve as a director. If at the time of the Annual Meeting any of the
named nominees are unable or unwilling to serve as directors of the Fund, the
persons named as proxies intend to vote for such substitutes as may be nominated
by the Board.
3
THE BOARD UNANIMOUSLY RECOMMENDS THAT EACH STOCKHOLDER
VOTE "FOR" THE ELECTION OF THE BOARD'S NOMINEES FOR DIRECTOR.
NOMINEES FOR DIRECTOR
DIRECTOR
NAME AND OCCUPATION AGE SINCE
------------------- --- --------
SAM P. DOUGLASS* ................................... 65 1991
Chairman of the Board and Chief Executive
Officer of the Fund and the Management Company
GREGORY J. FLANAGAN (1)(3)(4)....................... 52 1992
Vice President of Arthur J. Gallagher & Co.
ROBERT L. KNAUSS (1)(2)(4).......................... 67 1991
Chairman and Chief Executive Officer of
Baltic International USA, Inc.
NOLAN LEHMANN*...................................... 53 1991
President of the Fund and the Management
Company.
GARY R. PETERSEN (1)(2)(4) ......................... 51 1994
Partner of EnCap Investments, L. C.
JOHN W. STORMS (1)(3)(4)............................ 53 1991
Managing General Partner of Storms & Critz,
Certified Public Accountants.
DR. FRANCIS D. TUGGLE (1)(4) ....................... 55 1991
Professor at the Kogod College of Business
Administration at American University.
DR. EDWARD E. WILLIAMS (2)(3)* ..................... 52 1992
Henry Gardiner Symonds Professor and Director of
the Entrepreneurship Program of the Jesse H. Jones
Graduate School of Administration at Rice University.
* "Interested Person" as defined in the Investment Company Act.
(1) Member of Audit Committee.
(2) Member of Compensation Committee.
(3) Member of Committee to Study Methods for Enhancement of Shareholder Value.
(4) Member of Nominating Committee.
4
Sam P. Douglass has been Chairman of the Board and Chief Executive
Officer of the Fund since August 1991. Mr. Douglass also has been Chairman of
the Board and Chief Executive Officer of the Management Company since 1983.
Since December 1978, he has served as Chairman and Chief Executive Officer of
Equus Corporation International ("ECI"), a privately owned corporation engaged
in a variety of investment activities. Mr. Douglass is a director of Advanced
Technical Products, Inc. He is also a director of GCS RE, Inc., Restaurant
Development Group, Inc. and VRPI Spin Off, Inc., which are privately-owned
companies in which the Fund has an investment. Mr. Douglass is a licensed
attorney.
Gregory J. Flanagan has been a director of the Fund since October 1992.
He was a director of ECC from July 1984 to October 1992. He has been a Vice
President of Arthur J. Gallagher since January 1997. He was a Vice President and
Regional Director of Alexander & Alexander, Inc. from December 1993 to January
1997 and was Senior Vice President from March 1990 to December 1993. He was
President of Bank of Oklahoma, N.A. from September 1986 to February 1990.
Robert L. Knauss has been a director of the Fund since October 1991 and
was an Independent General Partner of the Fund's predecessor from its inception
in 1987. He has been Chairman and Chief Executive Officer of Baltic
International USA, Inc. since January 1994. He was Dean and Distinguished
University Professor of Law at the University of Houston Law Center from 1981 to
1993. He also serves as a director of Philip Services Corp. and The Mexico Fund,
Inc.
Nolan Lehmann has been President and a director of the Fund since August
1991. Mr. Lehmann has been President and a director of the Management Company
since 1983. Mr. Lehmann is also a director of Allied Waste Industries, Inc.,
American Residential Services, Inc., Brazos Sportswear, Inc., Drypers
Corporation, and Garden Ridge Corporation. In addition, he serves as a director
of eleven of the privately-owned companies in which the Fund has an investment.
Mr. Lehmann is a certified public accountant.
Gary R. Petersen has been a director of the Fund since November 1994. He
has been a partner of EnCap Investments, L. C. since 1988. Mr. Petersen had
previously served as Senior Vice President and Manager of the Corporate Finance
Division of the Energy Banking Group for RepublicBank Corporation from 1985 to
1988. He is also a director of Harken Energy Corporation, Nuevo Energy, Inc.,
and Energy Capital Investment Company.
John W. Storms has been a director of the Fund since October 1991 and
was an Independent General Partner of the Fund's predecessor from its inception
in 1987. He has been the Managing General Partner of Storms & Critz, Certified
Public Accountants since May of 1988. Mr. Storms is a certified public
accountant.
Dr. Francis D. Tuggle has been a director of the Fund since October 1991
and was an Independent General Partner of the Fund's predecessor from its
inception in 1987. He has been a Professor at the Kogod College of Business
Administration at American University since July 1990 where he was Dean from
July 1990 to June 1996. From 1981 to 1990, he was the Jesse H. Jones
5
Professor of Management at the Jesse H. Jones Graduate School of Administration
of Rice University.
Dr. Edward E. Williams has been a director of the Fund since October
1992 and was a director of Equus Capital Corporation, a Delaware corporation and
wholly owned subsidiary of the Management Company ("ECC"), from March 1987 to
June 1995. Since 1982, he has been the Henry Gardiner Symonds Professor and the
Director of the Entrepreneurship Program of the Jesse H. Jones Graduate School
of Administration at Rice University. Dr. Williams is Manager of First Texas
Venture Capital, a limited liability company, which was a former stockholder of
ECC. Dr. Williams is also a director of Service Corporation International and
serves on its investment committee. Dr. Williams is also a director of VRPI Spin
Off, Inc., a privately-owned company in which the Fund has an investment.
Thereis no family relationship between any director, executive officer
or person nominated or selected by the Board to become a director or executive
officer.
MEETINGS AND COMMITTEES OF THE BOARD
The Board provides overall guidance and supervision with respect to the
operations of the Fund and performs the various duties imposed on the directors
of business development companies by the Investment Company Act. Among other
things, the Board supervises the management arrangements of the Fund, the
custodial arrangements with respect to portfolio securities, the selection of
accountants, fidelity bonding and transactions with affiliates. All actions
taken by the Board are taken by majority vote unless a higher percentage is
required by law or unless the Investment Company Act, the Fund's Restated
Certificate of Incorporation or By-laws require that the actions be approved by
a majority of the independent directors. The Investment Company Act requires
that a majority of the directors be individuals who are not "interested persons"
(as defined under the Investment Company Act) of the Fund.
The Board has five committees: an Audit Committee, a Committee of the
Independent Directors, a Compensation Committee, a Nominating Committee, and a
Committee to Study Methods for the Enhancement of Shareholder Value. The Board
has no other standing committees.
The members of the Audit Committee are Messrs. Flanagan, Knauss,
Petersen, Storms and Dr. Tuggle, all of whom are independent directors. The
functions of the Audit Committee are to: make recommendations to the full Board
regarding the engagement or discharge of independent accountants; direct and
supervise investigations of matters within the scope of the independent
accountant's duties; review with the independent accountants the audit plan and
results of the audit; approve each professional service provided by the
independent accountants prior to the performance of such service; consider the
range of audit and nonaudit fees; and review the adequacy of the Fund's system
of internal accounting controls.
The members of the Committee of the Independent Directors are Messrs.
Flanagan, Knauss, Petersen, Storms and Dr. Tuggle, the Fund's independent
directors. The functions of the Committee
6
of the Independent Directors are to: recommend to the full Board approval of any
management, advisory, or administration agreements; recommend to the full Board
any underwriting or distribution agreements; review the fidelity bond and
premium allocation; review any joint insurance policies and premium allocation;
review and monitor the Fund's compliance with procedures adopted pursuant to
certain rules promulgated under the Investment Company Act; and carry out such
other duties as the independent directors shall, from time to time, conclude are
necessary in the performance of their duties under the Investment Company Act.
The members of the Compensation Committee are Messrs. Knauss and
Petersen and Dr. Williams. The function of the Compensation Committee is to
determine and issue stock options for officers of the Fund under the Equus II
Incorporated 1997 Stock Incentive Plan (the "Plan"), which is the only form of
compensation paid by the Fund to its officers for serving as such.
The members of the Nominating Committee are Messrs. Flanagan, Knauss,
Petersen, Storms, and Dr. Tuggle. The function of the Nominating Committee is to
select individuals for nomination to the Board of Directors of the Fund.
The members of the Committee to Study Methods for the Enhancement of
Shareholder Value are Messrs. Flanagan, Storms and Dr. Williams. The function of
the Committee to Study Methods for the Enhancement of Shareholder Value is to
recommend to the Board plans and actions which might increase the value at which
the EQS Common Stock trades on the American Stock Exchange.
During 1997, the Board met in person four times (including the Annual
Meeting) and by telephone conference three times, the Audit Committee and the
Compensation Committee each held two meetings and the Committee to Study Methods
for the Enhancement of Shareholder Value held one meeting. The Committee of
Independent Directors met as needed at regularly scheduled Board Meetings. All
directors attended more than 75 % of the meetings held by the Board or the
committees of the Board on which they served.
The Restated Certificate of Incorporation and By-laws of the Fund
provide for the indemnification of the Fund's directors in connection with their
activities as directors.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS OF THE FUND
Directors who are officers of the Fund receive no remuneration from the
Fund; commencing as of January 1, 1998, each director who is not an officer of
the Fund receives from the Fund an annual fee of $25,000, $3,000 for each
meeting of the directors attended, $1,500 for participation in each meeting of
the directors conducted by telephonic conference, and $1,000 for each committee
meeting attended ($500 for each committee meeting - if attended on the same day
as a Board meeting), and reimbursement for all out-of-pocket expenses relating
to attendance at such meetings. The independent directors will not receive any
additional compensation from the Fund or its portfolio companies for any
additional services rendered. Officers and directors of the Fund who are
affiliated with Management may serve as directors of portfolio companies and in
such capacities may receive and retain directors' fees and other compensation
directly from the portfolio companies.
7
The Fund does not pay any cash compensation directly to its officers. Such
officers are employed by and receive a salary from the Management Company. The
Fund established a stock incentive plan in 1997 to provide incentive
compensation to its directors, officers, and employees.
The directors who were not officers of the Fund were paid an aggregate
of $194,500 and $196,500 as compensation for the years ended December 31, 1997
and 1996, respectively.
Under the 1997 Stock Incentive Plan (the "Plan") each non-officer
director was automatically granted an option to purchase 5,000 shares of EQS
Common Stock at a purchase price of $24.00 on November 4, 1997. In addition,
beginning with the 1998 Annual Meeting of Stockholders, each individual elected
as a non-officer director will, on the first business day following the annual
stockholders meeting, be granted a stock option to purchase 2,000 shares of EQS
Common Stock at the closing sales price for shares of EQS Common Stock on that
date. The Fund currently has no bonus, profit-sharing, pension or retirement
plan. Any new director will automatically be granted an option to purchase 5,000
shares of EQS Common Stock on the first business day following such director's
first board meeting.
Under the Plan the Fund may grant stock options to eligible directors
and officers for up to the number of shares of EQS Common Stock equal to 20% of
the outstanding shares. At December 31, 1997, the Fund could issue stock options
for up to 965,698 shares of EQS Common Stock under the Plan and had issued stock
options covering an aggregate of 927,131 shares. The Compensation Committee is
responsible for granting awards of stock options under the Plan.
The following table sets forth all cash compensation paid to the
directors during or with respect to 1997, for services rendered in all
capacities to the Fund.
PENSION OR
RETIREMENT LONG-TERM
AGGREGATE BENEFITS ACCRUED COMPENSATION AWARDS
COMPENSATION AS PART OF NUMBER OF SECURITIES
NAME OF DIRECTOR FROM THE FUND FUND EXPENSES UNDERLYING OPTIONS
---------------- ------------- ------------- ------------------
Sam P. Douglass* ............... $ 0(1) $0 260,167
Gregory J. Flanagan ............ 32,500 0 5,000
Robert L. Knauss ............... 33,000 0 5,000
Nolan Lehmann* ................. 0(1) 0 233,254
Gary R. Petersen ............... 33,000 0 5,000
John W. Storms ................. 32,500 0 5,000
Francis D. Tuggle .............. 31,000 0 5,000
Edward E. Williams* ............ 32,500 0 5,000
- -----------------------
* Designates an "interested person."
(1) Mr. Douglass and Mr. Lehmann do not receive a salary from the Fund.
8
OPTIONS GRANTED DURING 1996 AND 1997
No stock options were granted to any of the directors or officers of the
Fund during 1996. The following table contains information concerning the grant
of stock options under the Fund's incentive stock plan to directors and
executive officers during 1997.
% OF TOTAL
OPTIONS
NUMBER OF GRANTED TO POTENTIAL REALIZABLE VALUE AT ASSUMED
SECURITIES DIRECTORS AND ANNUAL RATES OF STOCK PRICE
UNDERLYING OFFICERS IN EXERCISE APPRECIATION FOR OPTION TERM(1)
OPTIONS FISCAL YEAR PRICE EXPIRATION -------------------------------------
NAME GRANTED (#) 1997 ($/SH) DATE 5%($) 10%($)
---- ----------- ------ ------- ----- ---------------- ----------------
Sam P. Douglass....... 240,739 26.0% $17.00 05/09/07 $2,573,791 $6,522,491
19,428 2.1 21.313 07/01/07 260,400 659,904
Gregory J. Flanagan... 5,000 * 24.00 11/04/07 75,467 191,249
Robert L. Knauss...... 5,000 * 24.00 11/04/07 75,467 191,249
Nolan Lehmann......... 215,835 23.3 17.00 05/09/07 2,307,537 5,847,752
17,419 1.9 21.313 07/01/07 233,472 591,665
Gary R. Petersen...... 5,000 * 24.00 11/04/07 75,467 191,249
John W. Storms........ 5,000 * 24.00 11/04/07 75,467 191,249
Francis D. Tuggle..... 5,000 * 24.00 11/04/07 75,467 191,249
Edward E. Williams 5,000 * 24.00 11/04/07 75,467 191,249
- ----------------
* Less than 1%.
(1) The amounts shown under these columns are the result of calculations at
the 5% and 10% rates required by the rules adopted by the Securities and
Exchange Commission and are not intended to forecast future appreciation
of the Fund's stock price. The potential realizable values are based on
an assumption that the stock price of the shares of EQS Common Stock
appreciates at the annual rate shown (compounded annually) from the date
of grant until the end of the option term. The values do not take into
account amounts required to be paid as income taxes or option provisions
providing for termination of an option following termination of
employment, nontransferability, or vesting over periods of up to four
years.
STOCK OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table sets forth certain information concerning the value
of unexercised options held by each of the directors of the Fund at December 31,
1997. None of the directors exercised any stock options during the year ended
December 31, 1997.
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1997 DECEMBER 31, 1997(1)
-------------------------- --------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
Sam P. Douglass...................... 111,546 148,621 $655,333 $789,367
Gregory J. Flanagan.................. 2,500 2,500 0 0
Robert L. Knauss..................... 2,500 2,500 0 0
Nolan Lehmann........................ 99,094 134,160 582,177 713,071
Gary R. Petersen..................... 2,500 2,500 0 0
John W. Storms....................... 2,500 2,500 0 0
Francis D. Tuggle.................... 2,500 2,500 0 0
Edward E. Williams................... 2,500 2,500 0 0
- --------------------
(1) The value is based on a closing sale price of $22.875 per share on
December 31, 1997.
9
EXECUTIVE OFFICERS OF THE FUND
The executive officers of the Fund are: Sam P. Douglass, Chairman of the
Board and Chief Executive Officer; Nolan Lehmann, President; Patrick M. Cahill,
Vice President and Treasurer; Tracy H. Cohen, Vice President and Secretary; Gary
L. Forbes, Vice President and Randall B. Hale, Vice President. Executive
officers receive no cash compensation from the Fund, but participate in the 1997
Stock Incentive Plan. See "Investment Management Agreement" and "Management
Company" below. For a description of the business background of each of Messrs.
Douglass and Lehmann see "Nominees for Director" above.
Patrick M. Cahill, age 38, has been Treasurer of the Fund since March
1996 and a Vice President of the Fund since May 1994. He has been Treasurer and
a Vice President of ECC since March 1996 and Controller of ECC Since May 1987.
He has also been the Controller of the Management Company since May 1987. From
June 1982 to May 1987, he was employed by Ernst & Young. Mr. Cahill is a
certified public accountant.
Tracy H. Cohen, age 31, has been Secretary of the Fund since March 1996
and a Vice President of the Fund since May 1995. She has been Secretary of ECC
since March 1996 and a Vice President of ECC since April 1995. She is also
Investor Relations Manager of the Management Company where she has been employed
since April 1995. From September 1990 to April 1995, she was employed by Arthur
Andersen LLP. Ms. Cohen is a director of Equicom, Inc., which is a
privately-owned company in which the Fund has an investment. Ms. Cohen is a
certified public accountant.
Gary L. Forbes, age 54, has been a Vice President of the Fund since
December 1991. Mr. Forbes has been a Vice President of the Management Company
and ECC since November 1991. He is a director of Advanced Technical Products,
Inc., Consolidated Graphics, Inc., Drypers Corporation, and NCI Building
Systems, Inc. He is also a director of Carruth-Doggett Industries, Inc.,
Container Acquisition, Inc., CRC Holdings Corp., One Engineering, Inc.,
Sovereign Business Forms, Inc., Stephan L. LaFrance Holdings, Inc., Tulsa
Industries, Inc., and WMW Industries, Inc., which are privately-owned companies
in which the Fund has an investment. Mr. Forbes is a certified public
accountant.
Randall B. Hale, age 35, has been a Vice President of the Fund, ECC, and
the Management Company since November 1992. He has been a director of ECC and
the Management Company since February 1996. He has been Secretary of the
Management Company since March 1996. From June 1985 to October 1992, he was
employed by Arthur Andersen LLP. Mr. Hale is a director of American Residential
Services, Inc. and Brazos Sportswear, Inc. Mr. Hale is also a director of Atlas
Acquisition, Inc., Equicom, Inc., Strategic Holdings, Inc., SMIP, Inc., and
Tulsa Industries, Inc., which are privately-owned companies in which the Fund
has an investment. Mr. Hale is a certified public accountant.
10
CERTAIN TRANSACTIONS
On May 15, 1997, the Fund issued to the Management Company 459,973
unregistered shares of EQS Common Stock in satisfaction of $11,210,529 in the
deferred management incentive fees owed by the Fund to the Management Company at
March 31, 1997. The Management Company distributed such shares as follows:
215,903 shares to ECI, 92,927 shares to Mr. Lehmann, 16,417 shares to Lehmann
Investments, L.P., 16,416 shares to the 1983 Lehmann Children's Trust, 34,600
shares to Mr. Forbes, 34, 600 shares to Mr. Hale, 8,461 shares to Mr. Cahill,
4,500 shares to Ms. Cohen, and 36,149 shares to ECC. ECC distributed 8,201
shares to First Texas Venture Capital, a Texas limited liability company and
former shareholder of ECC, of which Dr. Williams is a manager. The distributions
by the Management Company were made in satisfaction of profit sharing
obligations between the Management Company and Messrs. Lehmann, Forbes, Hale,
and Cahill and Ms. Cohen and as dividend distributions to its stockholders, ECI,
Lehmann Investments, L.P., and the 1983 Lehmann Children's Trust.
FILING OF REPORTS OF STOCK OWNERSHIP
Under the federal securities laws, the Fund's directors, executive (and
certain other) officers, and any persons holding more than ten percent of EQS
Common Stock are required to report their ownership of EQS Common Stock and any
changes in that ownership to the Fund and the SEC . Specific due dates for these
reports have been established by regulation and the Fund is required to report
in this proxy statement any failure to file by these dates in 1997. All of these
filings were satisfied by the Fund's directors, officers, and ten percent
holders, except that Mr. Douglass made one late filing relating to certain
transfers of shares from ECI to trusts for the benefit of Mr. Douglass and
members of his family and that Mr. Knauss made one late filing relating to the
receipt of shares from the Fund as a stock dividend.
As of April 9, 1998, the Fund believes that all directors, officers and
ten percent holders are current in their filings. In making these statements,
the Fund has relied on the written representations of its directors, officers
and ten percent holders and copies of reports that they have filed with the SEC.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDER
Other than Messrs. Douglass and Lehmann, the Fund does not know of any
person who is a beneficial owner of more than 5% of the outstanding shares of
EQS Common Stock.
OWNERSHIP OF MANAGEMENT
The following table sets forth at April __, 1998, the number and
percentage of outstanding shares of EQS Common Stock beneficially held by (i)
each director and nominee for director of the Fund, and (ii) all officers and
directors as a group. Under the rules of the SEC, a person is deemed
11
to own beneficially all securities as to which that person owns or shares voting
or investment power, as well as all securities which such person may acquire
within 60 days through the exercise of currently available conversion rights,
warrants or options. Except as otherwise indicated, the stockholders listed in
the table below have sole voting and investment power with respect to the shares
indicated.
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP
----------------------------------
SOLE VOTING OPTIONS
AND EXERCISABLE OTHER
INVESTMENT WITHIN BENEFICIAL PERCENT
TITLE OF CLASS NAME POWER 60 DAYS OWNERSHIP TOTAL OF CLASS
- -------------- ---- ------------ ---------- --------- ----- --------
Common Stock Sam P. Douglass(1)... 8,156 162,364 266,191(2) 436,711 8.5%
Gregory J. Flanagan.. 2,521 2,500 0 5,021 *
Robert L. Knauss..... 397 2,500 259(3) 3,156 *
Nolan Lehmann(4)..... 101,307 144,757 74,587(5) 320,651 6.4 %
Gary R. Petersen..... 2,484 2,500 0 4,984 *
John W. Storms....... 2,666 2,500 0 5,166 *
Francis D. Tuggle.... 1,600 2,500 0 4,100 *
Edward E. Williams... 22,249 2,500 8,380(6) 33,129 *
All directors and
officers as a group
(twelve persons).... 236,900 541,863 321,469 1,100,232 20.5%
- ------------
* Indicates less than one percent.
(1) Mr. Douglass' address is 2929 Allen Parkway, Suite 2500, Houston, Texas
77019.
(2) Includes (a) 3,731 shares held by Paula T. Douglass, his wife, (b) 1,775
shares held in an Individual Retirement Account of Paula T. Douglass,
(c) 8,775 shares held in a 401K Plan for the benefit of Paula T.
Douglass, (d) 23,337 shares held by Douglass Trust IV, FBO S. Preston
Douglass, Jr., Mr. Douglass' son, of which Mr. Douglass is the Trustee
and a lifetime beneficiary, (e) 23,337 shares held by Douglass Trust IV,
FBO Brooke Douglass, Mr. Douglass' daughter, of which Mr. Douglass is
the Trustee and a lifetime beneficiary, (f) 23,923 shares held by the
Tiel Trust I, FBO Sam P. Douglass, (g) 24,711 shares held by Tiel Trust
I, FBO Paula T. Douglass, (h) 128,654 shares held by Equus Corporation
International, a Delaware corporation of which Mr. Douglass is the
Chairman of the Board and Chief Executive Officer, and (i) 27,948 shares
held by Equus Capital Corporation. Mr. Douglass disclaims beneficial
ownership of all shares not directly owned by him.
(3) Includes 259 shares held by the Robert L. Knauss Defined Plan (the
"Knauss Plan") of which Mr. Knauss is a control person. Mr. Knauss
disclaims beneficial ownership of the shares held by the Knauss Plan.
(4) Mr. Lehmann's address is 2929 Allen Parkway, Suite 2500, Houston, Texas
77019.
(5) Includes (a) 3,391 shares held by Jeanne Lehmann, Mr. Lehmann's spouse,
(b) 16,416 shares held by the 1983 Lehmann Children's Trust, of which
Mr. Lehmann's sister is the trustee, (c) 26,832 shares held by Lehmann
Investments, L.P., of which Mr. Lehmann is the general partner, and (d)
27,948 shares held by Equus Capital Corporation, of which Mr. Lehmann is
the President and a director. Mr. Lehmann disclaims beneficial ownership
of all shares not owned directly by him. (footnotes continued on
following page)
12
(6) Includes 8,380 shares held by First Texas Venture Capital, a limited
liability company, of which Dr. Williams is the Managing Partner. Dr.
Williams disclaims beneficial ownership of all shares not owned directly
by him.
INVESTMENT MANAGEMENT AGREEMENT
The investments and business of the Fund are managed by the Management
Company, pursuant to a Management Agreement (the "Management Agreement")
initially approved by the stockholders of the Fund at a special meeting held on
April 9, 1997.
The Management Agreement provides that the Management Company shall
provide, or arrange for suitable third parties to provide, any and all
management and administrative services reasonably necessary for the operation of
the Fund and the conduct of its business. Such management and administrative
services include, without limitation, providing the Fund with office space,
equipment, facilities and supplies and clerical services; keeping and
maintaining the books and records of the Fund, and handling communications and
correspondence with stockholders; preparing accounting, management and other
reports; and providing such other managerial and administrative services as may
be reasonably requested by the Fund to identify, evaluate, structure, monitor
and dispose of the Fund's investments. In return for its services and the
expenses which the Management Company assumes under the Management Agreement,
the Fund pays the Management Company, on a quarterly basis, a management fee
equal to 0.5% of the net assets of the Fund on the last day of each calendar
quarter (2% per annum). The management fee is payable quarterly in arrears. The
Management Company's management fee from the Fund was $2,794,795 for the year
ended December 31, 1997. The total net assets of the Fund as of December 31,
1997, were approximately $144.5 million.
Under the Management Agreement, the Fund is obligated to bear all costs
and expenses directly allocable and identifiable to the Fund or its business or
investments, including, but not limited to, all expenses with respect to
investments or the acquisition or disposition thereof, expenses of registering
the shares under federal and state securities laws, costs of printing proxies
and other expenses related to meetings of stockholders, litigation expenses,
costs of third party evaluations or appraisals of the Fund (or its assets) or
its actual investments, fees of transfer agents and custodians, legal fees, fees
of independent public accountants, expenses of printing and distributing reports
to stockholders, securities holders and regulatory bodies, federal, state and
local taxes, and other costs and expenses directly allocable and identifiable to
the Fund or its business or investments.
The Management Company also receives compensation for providing certain
investor communication services of which $50,000 is included in the Statements
of Operations for the year ended December 31, 1997.
Certain officers and directors of the Fund serve as directors of
Portfolio Companies. In consideration for such service, such officers or
directors may receive and retain fees and non- employee director stock options
from such Portfolio Companies. During 1997 the officers and directors of the
Fund received $210,224 of director fees and expense reimbursements from
Portfolio Companies.
13
The Management Agreement will continue in effect until June 30, 1998,
and from year-to-year thereafter provided such continuance is approved at least
annually by (i) a vote of a majority of the outstanding shares of the Fund or
(ii) a majority of the directors who are not "interested persons" of the Fund,
at a meeting called for the purpose of voting on such approval. The Management
Agreement may be terminated at any time, without the payment of any penalty, by
a vote of the Board of Directors of the Fund or the holders of a majority of the
Fund's shares on 60 days' written notice to the Management Company, and would
automatically terminate in the event of its "assignment" (as defined in the
Investment Company Act).
The Sub-Adviser Agreement previously in effect between the Management
Company and Equus Capital Corporation, a Delaware corporation, was terminated
effective as of March 31, 1997.
MANAGEMENT COMPANY
The Management Company was organized as a Delaware corporation on
September 27, 1983, and maintains its offices at 2929 Allen Parkway, Suite 2500,
Houston, Texas 77019. The Management Company's sole activity is to perform
management, administrative and investment advisory services for the Fund, Equus
Capital Partners, L.P. and Equus Equity Appreciation Fund, L.P. The Management
Company is a registered investment adviser under the Investment Advisers Act of
1940 (the "Advisers Act").
The officers and directors of the Management Company are: Sam P.
Douglass, Chairman of the Board and Chief Executive Officer; Nolan Lehmann,
President and director; Randall B. Hale, Vice President, director and Secretary;
Paula T. Douglass, director; S. Preston Douglass, Jr., director and Gary L.
Forbes, Vice President. For a description of the business background of each of
Messrs. Sam P. Douglass, Lehmann, Hale and Forbes see "Nominees for Director"
and "Executive Officers of the Fund" above. A description of the business
background of Paula T. Douglass and S. Preston Douglass, Jr., is set forth
below. The business address of the Management Company's officers and directors
is 2929 Allen Parkway, Suite 2500, Houston, Texas 77019, except for S. Preston
Douglass, Jr. whose address is 820 Main Street, Suite 100, Kerrville, Texas
78028.
Paula T. Douglass, age 46, has been a director of ECI since December
1978 and the Management Company since July 1993. She was elected a director of
ECC in February 1996. September 1989 to September 1990 she was employed as an
attorney by Fulbright & Jaworski, LLP. She served as Chairman of Iwerks
Entertainment, Inc. from January 1995 to March 1997. Mrs. Douglass is a licensed
attorney.
S. Preston Douglass, Jr. age 36, has been a director of the Management
Company since July, 1993. He was elected a director of ECC in February 1996. He
is a partner in the law firm of Wallace, Machann, Jackson, Williams & Douglass,
Kerrville, Texas where he began in January 1989. Mr. Douglass was a prosecutor
in the 216th Judicial District in Kerrville, Texas from December 1987 to
December 1988. He is a licensed attorney and former President of the Kerr County
Bar Association.
14
There is no family relationship between any independent director of the
Fund and any director or officer of the Management Company. Paula T. Douglass is
the wife of Sam P. Douglass and S. Preston Douglass, Jr. is the son of Sam P.
Douglass.
As a result of its stock ownership in the Management Company, ECI has
80% voting control of the Management Company.
PROPOSAL 2. RATIFICATION OF THE SELECTION OF INDEPENDENT
AUDITORS FOR THE FUND
The Board, including a majority of the Fund's disinterested directors,
has selected the accounting firm of Arthur Andersen LLP to audit the Fund's
financial statements for, and otherwise act as the Fund's independent
accountants with respect to the fiscal year ending December 31, 1998. The Fund's
engagement of Arthur Andersen LLP is conditioned on the Fund's right (exercised
by a vote of a majority of its outstanding securities at any meeting called for
such purpose) to terminate at any time, with or without cause and without
penalty, such employment. In accordance with the Board's resolution, the
selection of Arthur Andersen LLP for the current fiscal year is submitted to
stockholders for ratification. The Fund knows of no direct or indirect financial
interest of Arthur Andersen LLP in the Fund.
A representative of Arthur Andersen LLP is expected to be present at the
Annual Meeting and will be available to make a statement, if he or she so
desires, and to respond to appropriate questions of the stockholders.
The proposal to ratify the appointment of Arthur Andersen LLP as the
Fund's independent auditors requires the affirmative vote of a majority of the
outstanding shares of EQS Common Stock represented and entitled to vote at the
Annual Meeting.
THE BOARD UNANIMOUSLY RECOMMENDS THAT EACH STOCKHOLDER VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE INDEPENDENT
AUDITORS OF THE FUND.
PROPOSAL 3. TO AMEND THE FUND'S RESTATED
CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The authorized capital stock of the Fund currently consists of
10,000,000 shares of Common Stock, $.001 par value, and 5,000,000 shares of
Preferred Stock, $.001 par value. On the Record date 4, 828,492 shares of EQS
Common Stock were outstanding and 965,698 shares were reserved for issuance upon
exercise of outstanding stock options.
The Board of Directors of the Fund believes that it is in the best
interests of the Fund to have additional shares of EQS Common Stock available
for issuance at the Board of Directors' discretion
15
for future stock splits, stock dividends, equity financings, stock incentive
plans, and other corporate purposes. Accordingly, the Board of Directors has
proposed an amendment to the Restated certificate of Incorporation of the Fund
to increase the number of shares of EQS Common Stock available for issuance from
10,000,000 to 25,000,000.
If the proposal is approved by the stockholders of the Fund as described
below, the additional shares of EQS Common Stock may be issued from time to time
upon authorization of the Board of Directors, without further approval by the
stockholders unless required by the Investment Company Act, other applicable
law, or the rules of the American Stock Exchange.
The increase in authorized shares is not being proposed as a means of
preventing or dissuading a change in control or takeover of the Fund. However,
use of these shares for such a purpose is possible. Shares of authorized but
unissued or unreserved EQS Common Stock and preferred stock, for example, could
be issued in an effort to dilute the stock ownership and voting power of persons
seeking to obtain control of the Fund or could be issued to purchasers who would
support the Board of Directors in opposing a takeover proposal. The proposed
amendment therefore may have the effect of discouraging unsolicited takeover
attempts.
The proposed amendment does not change the terms of the EQS Common
stock, which does not have preemptive rights. The additional shares of EQS
Common Stock for which authorization is sought will have the same voting rights,
the same rights to dividends and distributions, and will be identical in all
other respects to the EQS Common Stock now authorized.
The Board of Directors recommends that the stockholders of the Fund vote
FOR the amendment to increase the number of authorized shares of EQS Common
Stock from 10,000,000 to 25,000,000 shares. This amendment is being proposed by
the Board of Directors in order to ensure that the Fund will have shares
available for issuance at the Board of Director's discretion for future stock
splits, stock dividends, equity financings, employee stock incentive plans, and
other corporate purposes. The Board of Directors of the Fund has no present
plans to issue any additional shares of EQS Common Stock.
Approval of the amendment of the Fund's Restated Certificate of
Incorporation requires the affirmative vote of a majority of the outstanding
shares of EQS Common Stock.
THE BOARD UNANIMOUSLY RECOMMENDS THAT EACH STOCKHOLDER VOTE "FOR" THE
AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF THE FUND TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF EQS COMMON STOCK.
16
OTHER MATTERS
The Board knows of no matters other than those listed in the attached
Notice of Annual Meeting which are likely to come before the Annual Meeting.
However, if any other matter properly comes before the Annual Meeting, the
persons named on the enclosed proxy card will vote the proxy in accordance with
their best judgment on such matters.
In the event that sufficient votes in favor of the proposals set forth
in the Notice of the Annual Meeting of Stockholders and Proxy Statement are not
received by the time scheduled for the Annual Meeting, the individuals named as
proxies may move for one or more adjournments of the Annual Meeting to permit
further solicitation of proxies with respect to any such proposals. Any such
adjournment will require the affirmative vote of a majority of the shares
present at an Annual Meeting.
ANNUAL REPORT
The financial statements of the Fund are contained in the 1998 Annual
Report to Stockholders, which has been provided to the stockholders concurrently
herewith. Such report and the financial statements contained therein are not to
be considered as a part of this soliciting material. A copy of the Fund's Annual
Report to Stockholders is available without charge upon request. Please direct
your request to Equus II Incorporated, Attention: Investor Relations, P. O. Box
130197, Houston, Texas 77219-0197, (713) 529-0900.
STOCKHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Under the regulations of the SEC, a record or beneficial owner of shares
of EQS Common Stock may submit proposals on proper subjects for action at the
1999 Annual Meeting of Stockholders of the Fund. All such proposals must be
mailed to the Fund, c/o Equus Capital Management Corporation, 2929 Allen
Parkway, Suite 2500, Houston, Texas 77019, attention: Nolan Lehmann, and must be
received at that address no later that January 31, 1999, in order to be
considered for inclusion in the Fund's proxy statement and form of proxy
relating to the 1999 Annual Meeting. Submission of a shareholder proposal does
not guarantee inclusion in the Fund's proxy statement or form of proxy because
certain SEC rules must be met.
17
EQUUS II INCORPORATED
2929 Allen Parkway, Suite 2500
Houston, Texas 77019
This Proxy is solicited on behalf of the Board of Directors of Equus II
Incorporated (the "Fund") for the Annual Meeting of Stockholders on May 13,
1998.
The undersigned hereby constitutes and appoints Sam P. Douglass, or
Nolan Lehmann, with full power of substitution and revocation to each, the true
and lawful attorneys and proxies of the undersigned at the Annual Meeting of
Stockholders of Equus II Incorporated to be held on May 13, 1998, at 9:30 a.m.
local time, at Meeting Room No. 1, Plaza Level, Liberty Tower, 2919 Allen
Parkway, Houston, Texas 77019, or any adjournment thereof (the "Annual Meeting")
and to vote the shares of Common Stock, $.001 par value per share, of the Fund
("Shares"), standing in the mane of the undersigned on the books of the Fund on
March 20, 1998, the record date for the Annual Meeting, with all powers the
undersigned would possess if personally present at the Annual Meeting.
The undersigned hereby acknowledges previous receipt of the Notice of
Annual Meeting of Stockholders and the Proxy Statement and hereby revokes any
proxy or proxies heretofore given by the undersigned.
- -------------------------------------------------------------------------------
Fold and Detach Here
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE
NOMINEES AND FOR PROPOSALS 2 AND 3 AND IF NO SPECIFICATION IS MADE, THE SHARES
WILL BE VOTED FOR SAID NOMINEES AND PROPOSALS.
1. Election of Directors. The eight nominees for a one-year term or until
their successors are elected and shall qualify are: Sam P. Douglass,
Gregory J. Flanagan, Robert L. Knauss, Nolan Lehmann, Gary R. Petersen,
John W. Storms, Dr. Francis D. Tuggle, and Dr. Edward E. Williams:
FOR _______ WITHHELD _______ _____________________________________
FOR ALL NOMINEES EXCEPT AS NOTED
2. Ratification of the appointment of Arthur Andersen, LLP as the
independent auditors of the Fund for the fiscal year ending December 31,
1998:
FOR __________ AGAINST ___________ ABSTAIN ___________
3. Approve the amendment of the Fund's Restated Certificate of
Incorporation to increase the number of authorized shares of Common
Stock from 10,000,000 to 25,000,000:
FOR __________ AGAINST ___________ ABSTAIN ___________
4. In their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the meeting.
FOR __________ AGAINST ___________ ABSTAIN ___________
Please sign exactly as name appears
hereon. When shares are held by
joint tenants both should sign. When
signing as attorney, executor,
administrator, trustee, or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by President or other
authorized officer. If a
partnership, please sign in
partnership name by authorized
persons.
Date________________________________
Signature __________________________
Signature __________________________