SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO
SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/ / Confidential, For Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/x / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-12
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THE RIDGEWOOD POWER GROWTH FUND
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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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(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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RIDGEWOOD POWER LLC
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Robert E. Swanson, President
TO: All Ridgewood Power Shareholders November 5, 2001
RE: Enclosed Consent Solicitation Statements
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Enclosed please find a Consent Solicitation Statement and Consent Form for each
Ridgewood Power Trust in which you are an investor. We are sending the identical
cover letter to Ridgewood Power Shareholders in each Trust. We are sending
separate Consent Solicitation Statements and Consent Forms for each Trust in
which you are an investor. About 70% of the Ridgewood Power Shares are owned by
repeat investors (people in at least two programs). A large number of investors
are in four, five, or all six Ridgewood Power Trusts. Some of you will receive
one Consent Solicitation Statement, and must vote once; other Shareholders will
receive multiple Consent Solicitation Statements and must vote once for each
Ridgewood Trust that you own. If you do not vote, it has the same effect as a
"no" vote. If you own shares in more than one Trust, voting on one Consent Form
will only count for one Trust and not the others. You must complete each Trust's
form.
THE PURPOSE OF THESE PROPOSALS
The legal and regulatory status of the respective Ridgewood Power Trusts have
evolved over a period of approximately ten years. As a result, the individual
terms and regulatory status of each individual Ridgewood Power Trust varies to
some degree from the terms and status of each other Ridgewood Power Trust.
Assuming that the proposals described in the Consent Solicitation Statements are
approved by the required Shareholder vote in each of the six Trusts, the end
result will be that the terms and regulatory status of all Ridgewood Power
Trusts will all be the same. Thereafter, if we proceed to a consolidation of the
Ridgewood Power Trusts, those activities can be more easily effectuated.
Presently, Ridgewood Power Trusts I, II, and III are regulated as Business
Development Companies (BDC's) under the 1940 Investment Company Act. Trusts IV
and V, The Ridgewood Power Growth Fund, and the Ridgewood/Egypt Fund are not
regulated as BDC's (but are subject to other provisions of the securities laws).
The purpose of these proposals is to have all of the Ridgewood Power Trusts have
the same legal and regulatory status. Among other things enumerated in the
Consent Solicitation Statements, Shareholders of Power Trusts I, II, and III are
being asked to approve the elimination of BDC status for those three Trusts so
that they will have the same status as the other four Trusts. In addition to
eliminating BDC status, the Consent Solicitation Statements also include
proposals that will amend the Declaration of Trust to eliminate provisions that
were included to meet the BDC requirements. These include elimination of the
requirement that the Trusts have a board, a majority of whose members are
independent trustees.
Power Trust IV originally had been a BDC. In October 1996 Shareholders voted to
approve termination of BDC status. As the Trust IV Consent Solicitation
Statement enumerates, the Declaration of Trust continues to include provisions
that were originally included to meet the requirements applicable to BDC's.
These included a requirement of a board of independent trustees. We are now
asking you to amend the Declaration of Trust to eliminate these requirements.
Power Trust V and The Growth Fund never elected BDC status in the first place.
The Declaration of Trust for these two trusts included some provisions that were
similar to those included for the Trusts that were BDC's, including an
independent panel made up of independent members. In order to conform all of the
Trusts, we propose to eliminate these provisions.
The Managing Shareholder believes that the elimination of BDC status for Trusts
I, II and III, and the changes to the Declaration of Trust for all of the Trusts
will simplify the operations of the Trusts and eliminate administrative burdens
and expenses. Accordingly, the Managing Shareholder believes that the proposals
are in the best interests of the Shareholders and recommends that the
Shareholders vote for the proposals.
The Shareholders should note that compliance with the BDC requirements and
approval of certain transactions by independent Trustees could provide certain
benefits to the Shareholders. The Managing Shareholder believes that the
benefits from the proposals outweigh any potential disadvantages and recommends
that the Shareholders approve the proposals. The benefits and risks from the
proposals are discussed in more detail in the Consent Solicitation Statement for
your Trust.
PLEASE READ EACH CONSENT SOLICITATION STATEMENT CAREFULLY
DO NOT CONSIDER THIS LETTER as a summary or an explanation of the Consent
Solicitation Statement. This letter is merely an introduction to them so that
they have a context as you read them. We believe an introduction is particularly
important for Shareholders who are receiving several Consent Solicitation
Statements. We realize that there is a great deal to read.
We have separate Consent Forms for each Trust so that we may have an original
ballot in the file for each Trust.
Thank you for your cooperation.
/s/ Robert E. Swanson
THE RIDGEWOOD POWER GROWTH FUND
947 Linwood Avenue, Ridgewood, New Jersey 07450-2939
NOTICE OF SOLICITATION OF CONSENTS
To the Investors of THE RIDGEWOOD POWER GROWTH FUND
Notice is Hereby Given that Ridgewood Power LLC, the Managing Shareholder (the
"Managing Shareholder"), is soliciting the consent of the holders of the
Investor Shares of The Ridgewood Power Growth Fund, a Delaware business trust
(the "Trust") to a proposal to amend the Trust's Amended Declaration of Trust
(the "Declaration"). This proposal is being submitted to conform the Declaration
to the declaration of trust of other funds managed by the Managing Shareholder.
The proposals will eliminate provisions that require the Trust to have an
independent review panel whose members would review certain affiliate
transactions of the Trust. The Managing Shareholder intends to submit proposals
to five other funds that are managed by the Managing Shareholder, three of which
are business development companies, that would eliminate their independent
trustees or panel members. The Managing Shareholder believes that approval of
the amendment proposal will eliminate administrative burdens to which the Trust
is currently subject and simplify the operations of the Trust.
Only Investors of record at the close of business on October 29, 2001, will be
entitled to notice of the solicitation and to grant or withhold consents. The
consents will be tabulated at the Managing Shareholder's principal offices,
located at 947 Linwood Avenue, Ridgewood, New Jersey 07450-2939 at 5:00 p.m.,
prevailing local time, on Friday, December 7, 2001, or on such later date (but
not later than January 7, 2002) to which the Managing Shareholder may adjourn
the tabulation.
By order of the Managing Shareholder: Mary Louise Olin, Secretary
November 5, 2001
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CONTENTS OF PROXY STATEMENT
Page
Summary Of Proposal...........................................................1
Introduction..................................................................1
Proposal To Amend The Declaration To Eliminate Provisions That The Trust Have
A Panel......................................................................2
Other Information.............................................................6
Exhibit A - Proposed Amendment to the Declaration of Trust
Exhibit B - Listing of Statutory Provisions Affected by Amendment Proposal
THE RIDGEWOOD POWER GROWTH FUND
947 Linwood Avenue, Ridgewood, New Jersey 07450-2939
Telephone: (201) 447-9000 fax: (201) 447-0474
PROXY STATEMENT
for Solicitation of Consents
November 5, 2001
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SUMMARY OF PROPOSAL
The consents of the Investors of The Ridgewood Power Growth Fund (the "Trust")
are being requested to amend the Trust's Amended Declaration of Trust (the
"Declaration") to eliminate provisions that require that the Trust have an
Independent Review Panel (the "Panel") and that certain actions of the Trust be
approved by the Panel. These consents are being solicited by the Managing
Shareholder on behalf of the Trust.
The amendment to the Declaration will conform the Declaration to the
declarations of trust of other funds managed by the Managing Shareholder.
Proposals are simultaneously being submitted to investors of three other funds
that are managed by the Managing Shareholder that are business development
companies under the Investment Company Act of 1940 (the "1940 Act"). These
proposals will withdraw the elections of such funds to be treated as business
development companies. These proposals will also eliminate provisions of the
declarations of trust of such funds that were included to comply with the
requirements of the 1940 Act. These provisions included the requirement that
these Ridgewood Funds have a board and independent trustees whose role, like
that of the Panel, includes approval of certain affiliate transactions. Similar
proposals to eliminate independent directors or panel members are also being
submitted to the investors of two funds that are managed by the Managing
Shareholder that, like the Trust, are not business development companies.
It is expected that this Notice of Solicitation of Consents and this Proxy
Statement and the Consent Form will be mailed to Investors on or about November
5, 2001. Investors are asked to give their written consent to the amendment of
the Declaration no later than December 7, 2001 (the "Response Date"), unless the
Managing Shareholder extends the Response Date, by returning the enclosed
consent form to the Trust at 947 Linwood Avenue, Ridgewood, New Jersey
07450-2939 or by faxing it to (201) 447-0474. The Managing Shareholder may
extend the Response Date if it does not receive approval for the amendment of
the Declaration on or prior to the expiration of the original Response Date. The
written consent of the holders of a majority of the outstanding Investor Shares
of the Trust (other than the Managing Shareholder and its affiliates) is
required for approval of the proposals described herein. The remainder of this
Proxy Statement contains important information regarding the amendment of the
Declaration and Investors should read it in its entirety before deciding whether
to give their written consent. Investors who wish further information may
contact the Trust at the address above or by calling Mary Louise Olin, Vice
President, at (201) 447-9000, or by e-mail at molin@ridgewoodpower.com.
Amendments to the Declaration of Trust
The Managing Shareholder has determined that it would be in the best interest of
the Trust and its Investors to amend the Declaration, as described below. Under
the current Declaration, the Trust is required to have a Panel whose members may
not be affiliated with the Trust. Certain transactions must be approved by a
majority of the members of the Panel (the "Panel Members").
The requirement that the Trust have a Panel was included in the Declaration so
that there would be some independent review of transactions in which the Trust
and another Ridgewood Fund would co-invest. However, the Trust has completed its
investments and there are no other transactions (other than the possible
Consolidation discussed below) required to be approved by the Panel. There is no
statutory requirement for a Panel and the elimination of the Panel will simplify
and reduce the cost of the operations of the Trust. The Managing Shareholder
does not believe that the operations of the Trust will be adversely affected by
the elimination of the Panel. The Managing Shareholder believes that it is no
longer necessary to retain a Panel and that because there is no statutory
requirement for a Panel, this requirement should be eliminated. Notwithstanding
such elimination, the Managing Shareholder will continue to be subject to
fiduciary duties to the Trust and the Investors.
Further, the amendment to the Declaration will conform the Declaration to the
declarations of trust of other funds managed by the Managing Shareholder.
Proposals are simultaneously being submitted to investors of three other
Ridgewood Funds (as hereinafter defined) that are business development
companies. These proposals will withdraw the elections of such funds to be
treated as business development companies. These proposals will also eliminate
provisions of the declarations of trust of such Ridgewood Funds that were
included to comply with the requirements of the 1940 Act. Such provisions
included the requirement that such Ridgewood Funds have a board and independent
trustees whose role, like that of the Panel, includes approval of certain
affiliate transactions. Similar proposals which would eliminate the requirement
for independent trustees or independent panel members are also being submitted
to the investors of two Ridgewood Funds that, like the Trust, are not business
development companies.
Finally, the Managing Shareholder intends to propose a transaction under which
the Trust and the other Ridgewood Funds would be consolidated into a new entity
(the "Consolidation"). Initially, it is expected that the shares of the new
entity would not be traded on a stock exchange. However, the Managing
shareholder believes that, if market conditions are favorable, the new entity
may seek to raise capital in the future and list its common stock on a national
securities exchange. This transaction could also include an acquisition of the
Managing Shareholder and Ridgewood Power Management LLC, which provides
management service to the Ridgewood Funds, by the new entity. If the amendment
of the Declaration to eliminate the Panel and the Panel Members are not
approved, the contemplated Consolidation would require the Trust to retain, at
its expense, separate legal counsel and separate investment bankers to advise
the Panel Members in connection with the Consolidation. These additional
procedures would result in a substantial increase in time and expense for the
Trust and would delay or even prevent completion of the Consolidation. Certain
Considerations in Connection with the Approval of the Proposal:
There may be potential benefits to the Investors from the review by Panel
Members of transactions involving the Managing Shareholder. However, the
Managing Shareholder believes that the factors described above outweigh these
benefits. It should be noted that the Managing Shareholder may be subject to
conflicts of interest in acting on behalf of the Trust and other Ridgewood Funds
in considering and approving material transactions as described herein. However,
if the amendments to the Declaration are approved certain of such transactions
would require the approval of the holders of a majority of the outstanding
Investor Shares of the Trust.
Forward-Looking Statements:
This Notice of Solicitation of Consents and Proxy Statement and the accompanying
letter contain forward-looking statements. These forward-looking statements
include statements concerning the Managing Shareholder's plans to propose the
Consolidation transaction. These forward-looking statements are subject to risks
and uncertainties that could cause actual results to differ materially from
those set forth in these forward-looking statements. Risks and other factors
that might cause such a difference include, but are not limited to, the effect
of economic and market conditions; market conditions specifically applicable to
the independent power business; and market conditions for debt and equity
financing.
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INTRODUCTION
The consent which is requested in the foregoing Notice of Solicitation of
Consents is being solicited by Ridgewood Power LLC, the "Managing Shareholder"
of The Ridgewood Power Growth Fund, a Delaware business trust (the "Trust"),
with respect to a proposal to amend its Declaration to amend or eliminate
provisions of the Declaration relating to the requirement that the Trust have a
Panel, and that the approval of a majority of the Panel Members be obtained for
certain transactions.
This proposal is being submitted to conform the Declaration to the declarations
of trust of the other Ridgewood Funds. The Managing Shareholder has determined
that it would be in the best interest of the Trust and its Investors that the
Investors vote in favor of this proposal. The consents will be tabulated at 5:00
p.m., prevailing local time, on a date (the "Tabulation Date") which is the
later of Friday, December 7, 2001 or a later date (but not later than January 7,
2002) to which the Managing Shareholder may adjourn the tabulation.
The mailing address and principal executive office of the Trust is 947 Linwood
Avenue, Ridgewood, New Jersey 07450-2939. Its telephone number is (201) 447-9000
and its facsimile number is (201) 447-0474. Consents must be given in writing
and any consent given may be revoked by the Investor who gives the consent by
notifying the Secretary of the Trust in writing at any time prior to the
tabulation thereof. Consents and revocations may be mailed or delivered to the
Trust at its principal executive office, as stated above, or may be sent by
facsimile to the number stated above. All consents received will be tabulated
unless revoked. The consents will be received at and will be tabulated at the
principal executive office of the Trust. It is expected that the Notice of
Solicitation of Consents and Proxy Statement and the form of consent will be
mailed to Investors on or about November 5, 2001.
The close of business on October 29, 2001 has been fixed as the time for the
determination of the Investors entitled to consent. Each share of beneficial
interest in the Trust (an "Investor Share"), is entitled to one vote and
fractional Investor Shares to corresponding fractional votes, except that any
Investor Share owned by the Managing Shareholder or any person that controls, is
controlled by or is under common control with the Managing Shareholder (an
"Affiliate") will not be treated as outstanding and the holder thereof will not
be entitled to consent. There are approximately 657 Investor Shares outstanding
whose holders are entitled to consent in response to the Notice of Solicitation
of Consents. Although there is no quorum for giving of consents, no action can
be taken pursuant to this solicitation unless holders of a majority of the
outstanding Investor Shares (excluding the Managing Shareholder and its
affiliates) of the Trust entitled to consent, grant their consents to the
action.
Votes made by consents returned prior to the Tabulation Date will be counted by
the Managing Shareholder. Abstentions and failures by record holders to vote the
shares owned by beneficial owners (including "broker non-votes") will not be
counted as voting on the amendment proposal. Because the amendment proposal
requires the vote of holders of a majority of the outstanding Investor Shares
(excluding the Managing Shareholder and its affiliates) of the Trust entitled to
consent, a failure to vote or a broker-non vote has the effect of a vote against
the amendment proposal.
A copy of the Trust's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, as filed with the Securities and Exchange Commission (the "
Commission"), including financial statements and schedules thereto, will be
furnished by the Trust without charge to each person to whom this Proxy
Statement is delivered, upon written or oral request of such person to the Trust
at 947 Linwood Avenue, Ridgewood, New Jersey 07450-2939, Attention: Secretary,
or by telephone request to the Trust at (201) 447-9000 during normal business
hours.
PROPOSAL TO AMEND THE DECLARATION TO ELIMINATE THE REQUIREMENT THAT THE TRUST
HAVE A PANEL
Background
The Managing Shareholder or its affiliates act as manager to the Trust, three
other funds which are business development companies, Ridgewood Electric Power
Trust I, Ridgewood Electric Power Trust II and Ridgewood Electric Power Trust
III, and three other funds which are not business development companies,
Ridgewood Electric Power Trust IV, Ridgewood Electric Power Trust V and
Ridgewood/Egypt Fund (collectively, the "Ridgewood Funds").
The Managing Shareholder proposes to amend the Declaration in order to conform
it to the Declarations of the Trust for other Ridgewood Funds. Proposals are
simultaneously being submitted to investors of three other Ridgewood Funds that
are business development companies. These proposals will withdraw the elections
of such Ridgewood Funds to be treated as business development companies. These
proposals will also eliminate provisions of the declarations of trust of such
Ridgewood Funds that were included to comply with the requirements of the 1940
Act. Such provisions included the requirement that such Ridgewood Funds have a
board and independent trustees whose role, like that of the Panel, includes
approval of certain affiliate transactions. Similar proposals which would
eliminate the requirement for independent trustees or independent panel members
are also being submitted to the investors of the two Ridgewood Funds that, like
the Trust, are not business development companies. The Managing Shareholder
believes that the Declaration should be similarly amended to conform the
declaration of trusts and administrative requirements for all of the funds
managed by the Managing Shareholder.
Reasons for the Amendments
Pursuant to the Declaration, the Trust is required to have a Panel, whose Panel
Members may not be affiliated with the Trust. The approval of a majority of the
Panel is required to approve any transaction (a "Ridgewood Program Transaction")
material to the Trust in which both the Trust (or an entity in which the Trust
has invested) and either (a) another investment program sponsored by the
Managing Shareholder or an affiliate of the Managing Shareholder (a "Ridgewood
Program") or (b) an entity controlled by a Ridgewood Program or Programs or (c)
an entity in which a Ridgewood Program has invested is a party. In addition, the
Declaration provides that the Managing Shareholder may elect to refer to the
Panel other transactions in which the Managing Shareholder or its affiliates may
have an interest. There is no requirement that any other transactions be
submitted to the Panel.
Following the amendment of the Declaration, the Panel will no longer exercise
these functions and the Trust will be managed solely by the Managing
Shareholder. However, the consent of the holders of a majority of the
outstanding Investor Shares of the Trust will be required for certain
transactions with the Managing Shareholder and its affiliates.
The Managing Shareholder believes that the elimination of the Panel is in the
best interest of the Investors. The requirement that the Trust have a Panel was
included in the Declaration so that there would be some independent review of
transactions in which the Trust and another Ridgewood Power Trust would
co-invest in power plants or investment projects. However, the Trust has
completed its investments. There is no statutory requirement for a Panel and
there are no other transactions (except for the Consolidation) required to be
approved by the Panel. The Managing Shareholder believes that the elimination of
the Panel will simplify and reduce the cost of the operations of the Trust. The
Managing Shareholder does not believe that the operations of the Trust will be
adversely affected by the elimination of the Panel.
Moreover, the Managing Shareholder intends to propose a Consolidation
transaction which could be affected if the amendment to the Declaration is not
approved. In connection with such transaction, the Trust and the other Ridgewood
Funds would be consolidated (the "Consolidation") into a new entity ("Newco").
Initially, it is expected that the shares of the new entity would not be traded
on a stock exchange. However, the Managing shareholder believes that, if market
conditions are favorable, the new entity may seek to raise capital in the future
and list its common stock on a national securities exchange. This transaction
could also include an acquisition of the Managing Shareholder and Ridgewood
Power Management LLC, which provides management service to the Ridgewood Funds,
by the new entity.
In the event that the contemplated Consolidation occurs without the proposed
amendment to the Declaration being approved, substantial additional procedures
would be required to enable the Panel Members to meet their fiduciary duties and
minimize their risk of liability. Among other things, if the Panel Members
remained, it would be necessary for the Trust to retain, at considerable
expense, separate counsel and separate investment bankers to advise the Panel
Members in connection with the Consolidation. The Consolidation would also
require the Panel Members to spend substantially more time in performing their
duties as Panel Members than was originally contemplated and would create a risk
of liability to the Panel Members. These additional procedures could delay or
even prevent the Consolidation.
In addition, regardless of whether the amendment to the Declaration is approved,
the Consolidation will require the consent of the holders of at least a majority
of the outstanding shares of each of the Ridgewood Funds pursuant to a consent
solicitation statement/prospectus included in a registration statement filed
under the Securities Act of 1933, as amended, and declared effective by the
Commission. Investors should recognize that the Consolidation proposal is still
in the preliminary stages and that the Managing Shareholder can make no
assurances that the Consolidation will be consummated.
The review by the Panel of certain affiliate transactions of the Trust, may
protect the Investors by providing an independent consideration of whether
certain transactions are in the best interests of the Trust and whether the
relevant terms are fair to the Trust. For example, in transactions between the
Trust and the Managing Shareholder or other affiliates of the Trust, such as the
Consolidation, the Managing Shareholder may have a conflict of interest.
If the proposal to amend the Declaration is approved and the Panel is
eliminated, the Managing Shareholder will no longer be subject to its
independent review in connection with Ridgewood Program Transactions. To the
extent that conflicts of interest could be alleviated by such review, Investors
may lose some protection. However, even in the absence of the Panel, the
Managing Shareholder would still have to review such transactions and determine
their fairness to the Investors. Moreover, the Managing Shareholder does not
expect that the Trust will have any other material Ridgewood Program Transaction
other than the Consolidation. The Managing Shareholder intends to also obtain a
fairness opinion with respect to the Consolidation transaction. While the
Managing Shareholder is subject to conflicts of interest, the Managing
Shareholder believes that it will be able, in exercise of its fiduciary duties,
to review and determine whether any proposed transaction is fair and in the best
interests of the Investors.
In addition, the proposed amendment to the Declaration requires the approval of
the holders of a majority of the outstanding Investor Shares of the Trust for
certain transactions with affiliated parties (unless they only involve
transactions with other Ridgewood Funds or transactions in the ordinary course
of business pursuant to which the Managing Shareholder or its affiliates and any
Ridgewood Fund jointly acquire goods or services from third parties, on an arm's
length basis) such as the Consolidation, which may be considered a Ridgewood
Program Transaction. The Managing Shareholder believes that the benefits
associated with the elimination of the Panel Members, such as simplification of
the Trust's operations and reduced operational and administrative costs, clearly
outweigh any perceived detriment from the elimination of the Panel Members.
Potential Conflicts of Interests and Benefits to Related Parties
If the proposal to amend the Declaration is approved and a transaction between
the Trust and any of its, or the Managing Shareholder's, affiliates is proposed
by the Managing Shareholder, the Managing Shareholder might be considered to
have potential conflicts of interest arising from its duties to the Trust and to
itself, any of its affiliates, or any other Ridgewood Fund considering such
transaction. However, as discussed below, such transactions would be subject to
applicable laws, including laws governing conflicts of interest.
The Managing Shareholder may be considered to benefit from the elimination of
the requirement that the Trust have a Panel if a Ridgewood Program Transaction
is completed following such elimination. For example, if the Consolidation,
which may be considered a Ridgewood Program Transaction, is completed following
the amendment to the Declaration, the Managing Shareholder or its affiliates
would receive common stock in the combined entity in exchange for its interest
in the Trust and the Management Company. Because the amendment to the
Declaration will eliminate the requirement that the Panel approve Ridgewood
Program Transactions, which may include the Consolidation, the amendment may
increase the likelihood that affiliates of the Managing Shareholder will receive
securities of the combined entity in connection with the Consolidation. In
addition, the terms of a Consolidation may be more favorable to the Managing
Shareholder and its affiliates than they would have been if the Panel reviewed
the Consolidation. However, in the event that the amendment is approved, the
holders of a majority of the outstanding Investor Shares of the Trust will still
be required to separately approve any such Consolidation.
Amendment to Declaration
In summary, the amendment to the Declaration (the "Amendment"), the text of
which is attached as Exhibit A, will eliminate from the Declaration of Trust the
requirement that the Trust have a Panel, and terminate those functions
previously exercised by the Panel. See - Reasons for the Amendment, above.
Pursuant to the Amendment, the persons who previously served as Panel Members
will be entitled to the same rights of exculpation, indemnification and
reimbursement as they had prior to the Amendment. In addition, the Managing
Shareholder has agreed to indemnify the Panel Members to the same extent.
Although the Trust will no longer be required to have a Panel, the Declaration
will be amended to provide that an Affiliate Transaction (excluding transactions
with other Ridgewood Funds and transactions in the ordinary course of business
pursuant to which the Managing Shareholder or its affiliates and any Ridgewood
Fund jointly acquire goods or services from third parties, on an arm's length
basis) must be approved by the holders of a majority of the outstanding Investor
Shares of the Trust. The Consolidation, for example, would require the approval
of the holders of a majority of the outstanding Investor Shares of the Trust.
The Amendment defines an "Affiliate Transaction" as a transaction with a
Managing Person (which includes the Managing Shareholder and its affiliates, and
excludes any existing and new Ridgewood Funds). If the Declaration is amended,
transactions between the Trust and other Ridgewood Funds in which the Managing
Shareholder was not a party would not necessarily require investor approval even
though such transactions might involve a potential conflict of interest for the
Managing Shareholder and even though prior to the amendment such transaction
would have required approval by the Panel or the Investors.
Copies of the Declaration of Trust reflecting all changes proposed by this Proxy
Statement are available from the Trust without charge on request by any
Investor. Requests should be made to the Trust at 947 Linwood Avenue, Ridgewood,
New Jersey 07450-2939, Attention: Secretary, or by telephone to the Trust at
(201) 447-9000 during normal business hours.
Federal Income Tax Consequences
The amendment of the Declaration will not have any federal income tax
consequences to the Investors.
Absence of Dissenter's Rights
There are no dissenter's or appraisal rights with respect to the amendment of
the Declaration, which means that Investors who do not grant their consent to
the amendment of the Declaration do not have the right to receive payment of the
fair value of their shares.
No Additional Anti-Takeover Effects
The amendment of the Declaration will not cause the Trust to be subject to any
business combination statute limiting the ability of corporations to merge with
or enter into transactions involving interested stockholders and the proposed
amendment of the Declaration does not contain provisions making a change of
control of the Trust more difficult.
Vote to Approve
Approval of the amendment of the Declaration proposals requires the affirmative
vote of the holders of a majority of the outstanding Investor Shares (excluding
the Managing Shareholder and its affiliates) of the Trust entitled to consent,
such amendment will be effective as to all Investors. In addition, the Managing
Shareholder has consented to the amendments to the Declaration.
THE MANAGING SHAREHOLDER RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENT OF
THE DECLARATION.
Ownership of Securities by Directors, Executive Officers and Certain Beneficial
Owners
To the knowledge of the Trust, no person owns of record or beneficially more
than 5% of the Trust's Investor Shares.
The following information pertains to the Investor Shares of the Trust
beneficially owned, directly or indirectly, by the Managing Shareholder, the
Panel Members, and executive officers individually and by all those persons as a
group. Each person named has an address c/o the Trust at 947 Linwood Avenue,
Ridgewood, New Jersey 07450-2939.
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Shareholder Name Amount and nature of Percent
beneficial ownership
(Investor Shares)
--------------------------------------------------------------------------------
Managing Shareholder Ridgewood Power LLC 1 .1
with Affiliates (a)
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John C. Belknap 0 0
Panel Members Richard D. Propper, M.D. 0 0
Seymour Robin 10 1.2
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All current directors and executive officers as a 1 .1
group (8) (a):
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(a) Mr. Swanson is the sole manager of the Managing Shareholder and beneficially
owns all of its equity. He, therefore, beneficially owns all Investor Shares
held by the Managing Shareholder.
OTHER INFORMATION
Cost of Consent Solicitation
The cost of preparing, assembling and mailing this Proxy Statement, the Notice
of Solicitation and form of consent will be borne by the Trust. The Trust will
request nominees and fiduciaries to forward the proxy material to the beneficial
owners of the Investor Shares held of record by such persons, and the Trust will
reimburse them, upon request, for reasonable expenses incurred in connection
therewith. In addition to solicitation by mail, the Company' directors,
officers, and regular employees, without additional remuneration, may solicit
proxies by telephone and personal interviews.
Other Matters
No other business is to be presented pursuant to this Proxy Statement or the
solicitation of consents.
Shareholder Proposals
No annual meeting of the Trust is provided for by the Declaration and the Trust
does not currently contemplate that any special meeting of or further consent
solicitation of Investors (except for any special meeting of or consent of
Investors relating to the Consolidation) will occur. In the event that an
Investor meeting or consent solicitation were to occur in the future, Investors
wishing to present proposals for inclusion in proxy materials may do so within a
reasonable time prior to the record date of the consent solicitation or special
meeting. Inclusion of proposals is subject to federal laws and regulations
governing proxy solicitations, which give the Trust in certain cases the right
to refuse to include a proposal. There is no assurance that any proposal, if
submitted, will be included in proxy materials or will be presented for
consideration by Investors.
Transfer Agent and Shareholder Information
The transfer agent for the Investor Shares is the Managing Shareholder, located
at 947 Linwood Avenue, Ridgewood, New Jersey 07450-2939 and its telephone number
is (201) 447-9000. For information concerning the Trust, please contact the
Secretary of the Trust, Mary Louise Olin, at the Trust's principal executive
offices.
On Behalf of the Managing Shareholder: Robert E. Swanson, President
Ridgewood, New Jersey November 5, 2001
EXHIBIT A
AMENDMENT NO. 1
TO DECLARATION OF TRUST
OF THE RIDGEWOOD POWER GROWTH FUND
This AMENDMENT NO. 1 (the "Amendment") to the Declaration of Trust, dated as of
January 4, 1998, of The Ridgewood Power Growth Fund, a Delaware business trust
(the "Fund"), is made by Ridgewood Energy Holding Corporation, a Delaware
corporation which is the Corporate Trustee of the Fund (the "Corporate
Trustee"), as of ___________, 2001.
RECITALS
The Corporate Trustee has entered into the Declaration of Trust, dated as of
January 4, 1998, (the "Prior Declaration") for the benefit of the persons
admitted as Investors under the terms of the Prior Declaration. Capitalized
terms not defined in this Amendment shall have the meanings assigned to them by
the Prior Declaration. The Prior Declaration, as modified by this Amendment, is
referred to as the "Declaration."
The Managing Shareholder has submitted this Amendment to the Investors on
November 5, 2001. The consents of the Investors were tabulated ___________ __,
2001, at which time the Fund determined that this Amendment had received the
consent of the Investors required under Sections 15.8(b) and 15.2(b) of the
Prior Declaration.
NOW THEREFORE, pursuant to the proposal of the Managing Shareholder and the
consent of holders of a majority of the outstanding Investor Shares of the Fund
, the Corporate Trustee adopts this Amendment to the Prior Declaration as
follows:
A. Authorization to Enter into Affiliate Transactions.
(a) Section 1.8 of the Prior Declaration is amended by adding the following
Section 1.8(i):
(i) To engage in Affiliate Transactions, subject to the requirements of Section
12.14(a).
(b) Article 2 of the Prior Declaration is amended by adding the following
definitions:
"Affiliate Transaction" -- An "Affiliate Transaction" is any transaction with a
Managing Person, provided, however, that for purposes of the definition of
Affiliate Transaction (i) no Ridgewood Fund shall be deemed to be a Managing
Person, and (ii) no transaction in the ordinary course of business pursuant to
which a Managing Person and any Ridgewood Fund jointly acquire goods or services
from third parties shall be deemed to be an Affiliate Transaction.
"Ridgewood Funds" - A "Ridgewood Fund" is each of:
(a) The Fund;
(b) Ridgewood Electric Power Trust I;
(c) Ridgewood Electric Power Trust II;
(d) Ridgewood Electric Power Trust III;
(e) Ridgewood Electric Power Trust IV;
(f) Ridgewood Electric Power Trust V;
(g) and Ridgewood/Egypt Fund; and
(h) any other investment program sponsored by the Managing Shareholder or an
Affiliate of the Managing Shareholder.
B. Conforming Changes to the Declaration
(a) The definitions of "Panel", "Panel Members", "Ridgewood Program", and
"Ridgewood Program Transaction" contained in Article 2 of the Prior Declaration
are deleted in their entirety.
(b) The definition of "Managing Person" contained in Article 2 of the Prior
Declaration is amended as set forth below:
"Managing Person"--Any of the following: (a) Fund officers, agents, or
Affiliates, a Managing Shareholder, the Corporate Trustee, [DELETION: Panel
Members,] RPMC, Ridgewood Capital, or other Affiliates of the Managing
Shareholders or the Corporate Trustee and (b) any directors, officers or agents
of any organizations named in (a) above when acting for the Corporate Trustee,
the Managing Shareholder or any of their Affiliates on behalf of the Fund.
(c) Section 3.5(b) (Liability of Managing Persons to Fund and Shareholders) of
the Prior Declaration is amended as set forth below:
No act of the Fund shall be affected or invalidated by the fact that a Managing
Person may be a party to or has an interest in any contract or transaction of
the Fund if the (i) interest of the Managing Person has been disclosed or is
known to the Shareholders or (ii) such contract or transaction is at prevailing
rates or is on terms at least as favorable to the Fund as those available from
persons who are not Managing Persons or (iii) is [INSERTION: an Affiliate
Transaction authorized under Section 12.14(a)[ [DELETION: a Ridgewood Program
Transaction authorized under Section 12.14(d)] or (iv) [DELETION: has been
approved by the vote of an independent Panel or (v)] has been approved by the
vote of a Majority of Voting Shares.
(d) Section 3.6(c) (indemnification of Panel Members) of the Prior Declaration
is deleted in its entirety.
(e) Section 3.7(a)(iii) (expenses incurred by a Managing Person in defending
actions to be paid by the Fund in advance of the final disposition of the action
if certain conditions are satisfied) of the Prior Declaration is amended as set
forth below:
Independent legal counsel in a written opinion determines, based upon a review
of the then readily-available facts, that there is reason to believe that the
Managing Person will be found to be entitled to indemnification under Section
3.6. In so doing, it shall not be necessary to employ hearing or trial-like
procedures. Counsel may rely as to matters of business judgment or as to other
matters not involving determinations of law upon the advice of [DELETION: the
Independent Review Panel or] a committee of persons not affiliated with the Fund
that may be appointed by the Managing Shareholders for that purpose.
(f) Section 3.8 (Dealings with the Fund) of the Prior Declaration is amended as
set forth below:
With regard to all rights of the Fund and all actions to be taken on its behalf,
the Fund and not the Corporate Trustee, nor the Managing Shareholders,
[DELETION: nor the Panel Members, ] nor the Fund's officers and agents, nor the
Investors or Plan Holders shall be the principal and the Fund shall be entitled
as such to the extent permitted by law to enforce the same, collect damages and
take all other action. All agreements, obligations and actions of the Fund shall
be executed or taken in the name of the Fund, by an appropriate nominee, or by
the Corporate Trustee as trustee but not in its individual capacity. Money may
be paid and property delivered to any duly authorized officer or agent of the
Fund who may receipt therefor in the name of the Fund and no person dealing in
good faith thereby shall be bound to see to the application of any moneys so
paid or property so delivered. No entity whose securities are held by the Fund
shall be affected by notice of such fact or be bound to see to the execution of
the Fund or to ascertain whether any transfer of its securities by or to the
Fund or the Corporate Trustee is authorized.
(g) Section 12.8 (Obligations of the Managing Shareholders, Panel Members and
Corporate Trustee) of the Prior Declaration is amended as set forth below:
12.8 Obligations Not Exclusive. The Managing Shareholders, [DELETION: the Panel
Members] and the Corporate Trustee shall be required to devote only such part of
their time as is reasonably needed to manage the business of the Fund or
discharge their duties, it being understood that the Managing Shareholders
[DELETION: , the Panel Members] and the Corporate Trustee have and shall have
other business interests and therefore shall not be required to devote their
time exclusively to the Fund. The Managing Shareholders [DELETION:, the Panel
Members] and the Corporate Trustee shall in no way be prohibited from or
restricted in engaging in, or possessing an interest in, any other business
venture of a like or similar nature including any venture involving the
independent power industry. Nothing in this Section 12.8 shall relieve the
Managing Shareholders of other fiduciary obligations to the Investors, except as
limited in Article 3. Notwithstanding anything to the contrary contained in this
Article or elsewhere in this Declaration, the Managing Shareholders shall have
no duty to take any affirmative action with respect to management of the Fund
business or the Fund Property which might require the expenditure of monies by
the Fund or the Managing Shareholders unless the Fund is then possessed of such
monies available for the proposed expenditure. Under no circumstances shall the
Managing Shareholders be required to expend their own funds in connection with
the day to day operation of Fund business.
(h) Section 12.12 (Indemnification of Placement Agent) of the Prior Declaration
is amended as set forth below:
12.12 Indemnification of Placement Agent. (a) The Placement Agent shall not have
any duty, responsibility or obligation to the Fund [DELETION: , the Panel
Members], the Corporate Trustee or any Shareholder as a consequence of its right
to receive any selling commissions or placement agent fees from the Fund in
connection with any offering of Shares except to the extent provided under the
Act. The Placement Agent has not assumed, and will not assume, any
responsibility with respect to the Fund nor will it be permitted by the Fund to
assume any duties, responsibilities or obligations regarding the management,
operations or any of the business affairs of the Fund, subsequent to an offering
of Shares.
(b) The Placement Agent shall be indemnified and held harmless by the Fund
against any losses, damages, liabilities or costs (including attorneys' fees)
arising from any threatened, pending or completed action, suit, claim or
proceeding by any Shareholder against the Placement Agent (except as may be
limited by the Act or applicable state statutes, including, but not limited to,
the Massachusetts Securities Act and the Tennessee Securities Act), based upon
the assertion that the Placement Agent has any continuing duty or obligation,
subsequent to any offering of Shares, to the Fund, the Panel Members, the
Corporate Trustee or any Shareholder or otherwise to monitor Trust operations or
report to Investors concerning Trust operations.
(i) The Prior Declaration is amended by deleting the existing Section 12.14 and
inserting the following language in lieu thereof:
12.14 Approvals by a Majority of the Shares. The Trust shall not engage in any
new Affiliate Transaction except after approval by a Majority of the Investors.
(j) Section 15.9 (Bonds and Accounting) of the Prior Declaration is amended as
set forth below:
15.9 Bonds and Accounting. The Corporate Trustee and other Managing Persons
shall not be required to give bond or otherwise post security for the
performance of their duties and the Fund waives all provisions of law requiring
or permitting the same. No person shall be entitled at any time to require the
Corporate Trustee [DELETION:, the Panel Members,] the Fund or any Shareholder to
submit to a judicial or other accounting or otherwise elect any judicial,
administrative or executive supervisory proceeding applicable to non-business
trusts.
(k) Section 15.10 (Binding Effect) of the Prior Declaration is amended as set
forth below:
15.10 Binding Effect. This Declaration shall be binding upon and shall inure to
the benefit of the Shareholders (and their spouses if the Shares of such
Shareholders shall be community property) as well as their respective heirs,
legal representatives, successors and assigns. This Declaration constitutes the
entire agreement among the Fund, the Corporate Trustee, [DELETION: the Panel
Members,] and the Shareholders with respect to the formation and operation of
the Fund, other than the Subscription Agreement entered into between the Fund
and each Investor and the Management Agreement.
C. Construction of Amendment
The Managing Shareholder has power to construe this Amendment and to act upon
any such construction. Its construction of those matters and any action taken
pursuant thereto by the Fund or a Managing Person in good faith shall be final
and conclusive .
D. Effect of Amendment on Panel Members
The persons serving as Panel Members prior to the effectiveness of this
Amendment shall be deemed to no longer serve as Panel Members of the Fund
effective as of the date of this Amendment. Notwithstanding anything in this
Amendment to the contrary, the persons who served as Panel Members shall be
entitled to the same rights of exculpation, indemnification and reimbursement
(including, without limitation, the right to receive advances of expenses) as
they had under the Prior Declaration, and to all of the benefits of the
provisions of Article 3 of the Prior Declaration, with respect to (i) any act
taken or omitted by them in their capacities as Panel Members, and (ii) any
liability incurred or claim or liability asserted against them, regardless of
when incurred or asserted, in connection with their serving or having served as
Panel Members of the Fund; it being the intent of this provision that the rights
of the persons who served as Panel Members (as opposed to their power and
authority to take action on behalf of or in connection with the management of
the Fund after the effective date of this Amendment) shall not be diminished or
impaired in any respect.
IN WITNESS WHEREOF, the Corporate Trustee has executed this Amendment as of the
___ day of _________________, 2001.
RIDGEWOOD ENERGY HOLDING CORPORATION
By:
Name:
Title:
CONSENT FORM
Reference is made to the Proxy Statement/Consent Solicitation Statement
dated November 5, 2001, sent with this Consent Form to obtain your consent to
the proposed amendments (the "Amendments") to the declaration of trust (the
"Declaration of Trust") of The Ridgewood Power Growth Fund (the "Trust"). The
undersigned hereby votes as set forth below with respect to all beneficial
interests in the Trust ("Investor Shares") which the undersigned may be entitled
to vote.
Please put an "X" in the appropriate box to vote "FOR" the Amendments,
"AGAINST" the Amendments or to "ABSTAIN" from voting with respect to the
Amendments.
[__] "FOR" the Amendments. [__] "AGAINST" the Amendments. [__] "ABSTAIN" from
voting with
respect to the
Amendments.
This Consent Form must be completed and returned to the Trust in the postage
prepaid envelope provided prior to 5:00 p.m., Eastern time, on December 7, 2001
or such later date as may be selected by the managing shareholder of the Trust.
------------------------------ -----------------------------------
Signature of Investor Date Signature of Co-owner (if any) Date
MAILING LABEL PLEASE DATE; SIGN EXACTLY AS
(Includes name of the Trust) YOUR NAME APPEARS ON THE
MAILING LABEL, UNLESS YOUR
NAME IS PRINTED INCORRECTLY.
TO SUBMIT YOUR VOTE, MAIL THIS CONSENT FORM IN THE ENVELOPE PROVIDED;
NO POSTAGE REQUIRED IF MAILED IN THE UNITED STATES; OR FAX TO 800-419-3336.
If you sign and return this Consent Form without indicating a vote, you
will be deemed to have voted "FOR" the Amendments.
By signing this Consent Form, you hereby acknowledge receipt of the
Proxy Statement/Consent Solicitation Statement dated November 5, 2001,
furnished herewith.
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN COMPLETING THE
CONSENT FORM, PLEASE CALL MARY LOUISE OLIN AT (800) 9442-5550.