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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 Section 240.14a-11(c) or Section 240.14a-12
WESTERN PENNSYLVANIA ADVENTURE CAPITAL FUND
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(Name of Registrant as Specified In Its Charter)
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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)(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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(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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Notes:
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Western Pennsylvania Adventure Capital Fund
2000 Technology Drive, Suite 150
Pittsburgh, Pennsylvania 15219-3109
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on December 7, 1998
As a shareholder of Western Pennsylvania Adventure Capital Fund (the
"Company" or the "Fund"), you are invited to be present, or represented by
proxy, at the Annual Meeting of Shareholders, to be held at the Company's
offices, 2000 Technology Drive, Suite 150, Pittsburgh, Pennsylvania on December
7, 1998 at 3:00 p.m., Pittsburgh time, and any adjournments thereof, for the
following purposes:
1. To elect G. Richard Patton, Alvin J. Catz, William F. Rooney, Philip Samson
and Douglas F. Schofield to the Board of Directors of the Company for terms
of one (1) year. See "Proposal No. 1--Election of Directors" in the Proxy
Statement.
2. To authorize the issuance by the Company in an offering of up to 2,789,566
additional shares of its Common Stock (so that, if the offering is fully
subscribed, the Company will have 5,000,000 shares outstanding) at a price
determined by the Board of Directors of not less than the greater of
Company's current net asset value or $1.00 per share. See "Proposal No. 2
--Issuance of Additional Shares" in the Proxy Statement.
3. To ratify the appointment of Goff, Ellenbogen, Backa & Alfera, LLC, as the
Company's independent certified public accountants for the fiscal year
ending December 31, 1998. See "Proposal No. 3--Selection of Auditors" in
the Proxy Statement.
4. To transact such other business as may properly be brought before the
meeting or any adjournment thereof.
Shareholders of record at the close of business on November 1, 1998 are
entitled to vote at the Annual Meeting of Shareholders and all adjournments
thereof. Since a majority of the outstanding shares of the Company's Common
Stock must be represented at the meeting in order to constitute a quorum, all
shareholders are urged either to attend the meeting or to be represented by
proxy.
If you do not expect to attend the meeting in person, please sign, date and
return the accompanying proxy in the enclosed reply envelope. Your vote is
important regardless of the number of shares you own. If you later find that
you can be present and you desire to vote in person or, for any other reason,
desire to revoke your proxy, you may do so at any time before the voting.
By Order of the Board of Directors
William F. Rooney
Secretary
November 10, 1998
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Western Pennsylvania Adventure Capital Fund
2000 Technology Drive, Suite 150
Pittsburgh, Pennsylvania 15219-3109
ANNUAL MEETING OF SHAREHOLDERS
December 7, 1998
PROXY STATEMENT
This Proxy Statement and the Notice of Annual Meeting and Form of Proxy
accompanying this Proxy Statement, which will be mailed on or about November 14,
1998, are furnished in connection with the solicitation by the Board of
Directors of Western Pennsylvania Adventure Capital Fund, a Pennsylvania
corporation (the "Company" or the "Fund"), of proxies to be voted at the annual
meeting of shareholders to be held at the Company's offices, 2000 Technology
Drive, Suite 150, Pittsburgh, Pennsylvania on December 7, 1998 at 3:00 p.m.,
Pittsburgh time, and any adjournments thereof.
Holders of record of the Company's Common Stock at the close of business on
November 1, 1998 (the "record date") will be entitled to one vote at the meeting
or by proxy for each share then held. On the record date, there were 2,210,434
shares of Common Stock of the Company outstanding. All shares represented by
proxy will be voted in accordance with the instructions, if any, given in such
proxy. A shareholder may abstain from voting or may withhold authority to vote
for the nominees by marking the appropriate box on the accompanying proxy card,
or may withhold authority to vote for an individual nominee by drawing a line
through such nominee's name in the appropriate place on the accompanying proxy
card. Unless instructions to the contrary are given, each properly executed
proxy will be voted, as specified below, to (i) elect G. Richard Patton, Alvin
J. Catz, William F. Rooney, Philip Samson and Douglas F. Schofield to the Board
of Directors of the Company, (ii) to authorize the issuance by the Company of up
to 2,789,566 additional shares of its Common Stock at a price determined by the
Board of Directors of not less than the greater of Company's current net asset
value or $1.00 per share, (iii) to ratify the appointment of Goff, Ellenbogen,
Backa & Alfera, LLC, as the Company's independent certified public accountants
for the fiscal year ending December 31, 1998, and (iv) to transact such other
business as may properly be brought before the meeting or any adjournment
thereof.
All proxies may be revoked and execution of the accompanying proxy will not
affect a shareholder's right to revoke it by giving written notice of revocation
to the Secretary at any time before the proxy is voted or by the mailing of a
later-dated proxy. Any shareholder attending the meeting in person may vote his
or her shares even though he or she has executed and mailed a proxy. A majority
of all of the issued and outstanding shares of the Company's Common Stock is
required to be present in person or by proxy to constitute a quorum. Directors
are elected by a plurality. The favorable vote of the holders of a majority of
the shares of Common Stock represented in person or by proxy at the meeting is
required to approve or adopt the other proposals presented to the meeting.
This Proxy Statement is being solicited by the Board of Directors of the
Company. The expense of making this solicitation is being paid by the Company
and consists of the preparing, assembling and mailing of the Notice of Meeting,
Proxy Statement and Proxy, tabulating returns of proxies, and charges and
expenses of brokerage houses and other custodians, nominees or fiduciaries for
forwarding documents to shareholders. In addition to solicitation by mail,
officers and regular employees of the Company may solicit proxies by telephone,
telegram or in person without additional compensation therefor.
Upon request made in writing to Alvin Catz, Treasurer, Western Pennsylvania
Adventure Capital Fund, 2000 Technology Drive, Suite 150, Pittsburgh,
Pennsylvania 15219-3109, or by calling Mr. Catz at 412-279-6826, the Company
will provide to any shareholder, free of charge, copies of its most recent
annual report on Form 10-K and quarterly report on Form 10-Q. A request for
such information may be included in the postage-paid envelope included herewith
along with the shareholder's completed and signed proxy card. In addition,
these and other periodic reports filed by the Company with the Securities and
Exchange Commission may also be accessed free of charge through the Commission's
Web site at "http://www.sec.gov".
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PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
Election of Directors
The Company's Bylaws provide that the Board of Directors shall consist of
one or more members as fixed by the Board. Five persons have been nominated to
serve as directors to hold office until the next annual meeting or until their
successors shall be duly elected and qualified. It is intended that proxies in
the form enclosed granted by the shareholders will be voted, unless otherwise
directed, in favor of electing the following persons as directors:
G. Richard Patton
Alvin J. Catz
William F. Rooney
Philip Samson
Douglas F. Schofield.
Unless you indicate to the contrary, the persons named in the accompanying
proxy will vote it for the election of the nominees named above. If, for any
reason, a nominee should be unable to serve as a director at the time of the
meeting, which is not expected to occur, the persons designated herein as
proxies may not vote for the election of any other person not named herein as a
nominee for election to the Board of Directors. See "Information Concerning
Directors and Nominees."
Recommendation
The Board of Directors recommends a vote "FOR" the election of each of the
nominees. Proxies solicited by the Board of Directors will be voted in favor of
this proposal unless a contrary vote or authority withheld is specified.
INFORMATION CONCERNING DIRECTORS AND NOMINEES
Directors and Nominees
Set forth below is information concerning each director and nominee for
director of the Company, including his business experience during at least the
past five years, his positions with the Company and certain directorships held
by him. Each nominee is currently a director of the Company. There are no
family relationships among any of the directors or nominees, nor, except as
hereinafter described, are there any arrangements or understandings between any
director and another person pursuant to which he was selected as a director or
nominee. Each director is to hold office until the next annual meeting of the
shareholders or until his successor have been elected and qualified.
Name Age
G. Richard Patton 47
Alvin J. Catz 59
William F. Rooney 57
Philip Samson 41
Douglas F. Schofield 52
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G. Richard Patton
Dr. Patton has served as President, Chief Executive Officer and a Director
of the Company since 1996. Dr. Patton holds a Ph.D. in Strategic Management and
an M.S. in Industrial Administration from the Krannert Graduate School of
Management, Purdue University, and a B.S. in Chemistry from the University of
Michigan.
From 1978-1981, Dr. Patton was Vice President and Chief Administration
Officer of the Mellon Institute in Pittsburgh and a senior staff member of
Energy Productivity Center in Washington, D.C. In 1976, Dr. Patton was the
recipient of the first General Electric Award for Outstanding Research in the
field of strategic planning. He has also been elected Distinguished Professor
by several of the University of Pittsburgh Executive M.B.A. classes. In 1995
and 1996, he was selected as a finalist in the Inc. Magazine Entrepreneur of the
Year award program. His publication topics and research interests include
strategy development, mergers and acquisitions, divestment, turn around
management and restructuring strategies, and entrepreneurship.
Dr. Patton has been a faculty member of the University of Pittsburgh's
Joseph M. Katz Graduate School of Business since 1976, and is currently an
Associate Professor. He teaches in the area of strategic management, planning
and control systems and entrepreneurship and new venture management in graduate
and executive programs. He also taught at Carnegie Mellon University's Graduate
School of Industrial Administration and at Chulalongkorn University's Graduate
Institute of business Administration in Bangkok, Thailand.
Dr. Patton is currently an active consultant, with clients that include
Fortune 500 firms, family-owned firms, new ventures, and research and industry
associates in the U.S., Europe and Asia. His consulting activities include
executive development programs, strategy development, strategic planning systems
design and development, competitive analysis, technology and market assessment
and new venture analysis and start-up. He is also active in the venture capital
area and has been associated with or consulted on the founding, financing and
start-up of several new technology based companies. He also currently serves as
the Chairman of the Board for several companies.
During the past five years, Dr. Patton has invested in over 20 private
placements, including companies engaged in such diverse businesses as software
design, fiber optics, corrugated container manufacture, copier distribution and
medical device design and production. The total raised for these private
placements has been in excess of $25 million.
Alvin J. Catz
Mr Catz has served as the Chief Financial Officer, Treasurer and a Director
of the Company since 1996. Mr. Catz is currently a principal with Catz
Consulting Associates, Inc. The firm offers services in the areas of
finance/accounting and computers/data processing. He is actively involved in
assisting new ventures in all aspects of their early stage development including
business plans, financing, organizational, and other typical start-up related
issues.
Mr. Catz has over 30 years of diversified business and financial experience
including management consulting, Fortune 500 Corporation Financial Officer, and
major certified public accounting firm management. Mr. Catz's background offers
an unusual combination of major mature company experience and dynamic smaller
growth company experience. This experience includes over five years as
Corporate Controller with H. J. Heinz Company in Pittsburgh, Pennsylvania. As
Corporate Controller, he was responsible for internal and external accounting
and financial reporting, accounting/internal control systems, financial
policies, and coordination of employee benefit plans.
Prior to joining Heinz in 1974, Mr. Catz served as Assistant Corporate
Controller for KDI Corporation ("KDI") in Cincinnati, Ohio, a conglomerate with
interests in defense, recreation, manufacturing and distribution. During his
five year association with KDI, its annual revenues grew $15 million to $135
million. His earlier experience includes serving as a Group Financial Manager
with Cincinnati Milacron, a major machine tool
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manufacturer based in Cincinnati, Ohio. He began his business career with Peat,
Marwick, Mitchell & Co., a major certified public accounting firm.
Mr. Catz has a Master of Business Administration degree in Advanced
Business Economics from Xavier University, and a Bachelor of Business
Administration degree in Accounting from the University of Pittsburgh. He is a
Certified Public Accountant, and a member of the American Institute of Certified
Public Accountants and the Pennsylvania Institute of Certified Public
Accountants. He is a regular lecturer in the University of Pittsburgh's
Graduate School of Business. In addition, he has taught Financial Management in
the University of Pittsburgh's Graduate School of Business Management Program
for Entrepreneurs.
During the past five years, Mr. Catz has invested in eleven development
stage companies in western Pennsylvania. He has also assisted numerous
development stage companies in their fundraising efforts, including assisting in
the preparation of business plans and private placement memoranda.
William F. Rooney
Mr. Rooney has served as the Secretary and Director of the Company since
1996. Mr. Rooney is an early stage investor and Vice President of Sales for
Transline Communications Corporation, an international provider of voice and
data services to the financial services industry between the U.S. and major
financial service centers in Europe, a position he has held since its founding
in 1995.
Mr. Rooney has over 30 years of experience in the telecommunications
industry including senior management and operating positions. From 1986 to
1994, Mr. Rooney was Vice President of Sales for Republic Telecom Systems
Corporation, a telecommunications company specializing in multiplexer products
("Republic Telecom"). In this capacity, he assisted Republic Telecom in the
start-up phase and helped to raise funding through venture capital firms.
Republic Telecom was successfully acquired by Netrix Corporation in 1994.
Mr. Rooney holds a B.S. degree in Industrial Management form LaSalle
University (1962) and an M.B.A. from Fordham University (1975).
Mr. Rooney is an active private investor and currently has investments in
eight early stage, high technology companies in various industries.
Philip Samson
Mr. Samson has served as a Director of the Company since 1996. Mr. Samson
has served, since May 1993, as President of Profitable Joint Solutions, a
consulting and investment firm wholly owned by him.
Mr. Samson's background includes several appointments within Mellon Bank.
From 1981 to 1983, he worked for Mellon's Economics Department where he
completed advanced financial modeling assignments. In 1983, he joined Mellon's
Corporate Consulting Department where he managed a number of innovative projects
including designing a corporate credit scoring system, an internal credit
network, a retail bank strategy, and a profitability analysis and tactical plan
for credit cards. Mr. Samson became Vice President of Mellon's Credit Card
Department in 1989. In this capacity, he was responsible for five portfolio
purchases, as well as structuring offerings that secured various affinity
contracts. He also initiated numerous profit improvements programs, including
line increases, incentive pricing, cross selling and related matters.
Additionally, in 1985, Mr. Samson acted as an advisor to Peter Ueberroth
(then Commissioner of Major League Baseball) to whom he contributed ideas which
Mr. Ueberroth incorporated in his proposals to the baseball players and owners
during the labor dispute in the summer of 1985. The commissioner was credited
with bringing a quick resolution to the dispute, with the baseball strike
lasting only two days. In 1992 and 1993, Mr. Samson was
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extensively quoted in the financial and computer industry trade press, including
a Fortune magazine article titled "Computers That Learn By Doing" for his work
involving the financial application of neural networks.
Mr. Samson left Mellon Bank in 1993 to found Profitable Joint Solutions.
In 1993 and 1994, Mr. Samson conceptualized, developed and implemented a 100%
interest rebate credit card offered by a major financial institution. This
innovative product has had a marked impact in the credit card industry.
Mr. Samson has been a Vice President and Director with KO Interactive, a
computer game company, since its inception in January, 1998.
Philip J. Samson holds an M.B.A. from Pennsylvania State University and a
Bachelor of Science degree in Engineering from the University of Maryland.
Douglas Schofield
Dr. Schofield has served as a Director of the Company since 1996. Dr.
Schofield currently conducts business through his own firm, Schofield Financing
Counseling, providing financial advice to individuals and families, and
administrative services to families in the handling of their financial affairs.
Dr. Schofield has sought throughout his career to build a strong foundation
in a variety of fields related to finance and planning. In addition to two
years working in an analytic and planning capacity in the Federal Government
(Transportation Department), Dr. Schofield has 12 years experience in the
banking industry. At Mellon Bank in Pittsburgh, he managed the bank's
investment strategy, managed foreign exchange trading worldwide, and planned the
bank's statewide expansion through the acquisition of other banks. Thereafter,
Dr. Schofield was employed by Equibank and worked with the Chairman in a special
capacity raising capital for the bank. For the three years prior to forming his
own firm, he worked as president in the firm of French, Schofield & Associates
providing comprehensive financial advice to individuals and families.
Dr. Schofield received a Bachelors degree from Yale University with honors,
in 1967, with a major in Chemistry and Chemical Engineering. He then attended
Harvard Business School and received an M.B.A. and a Doctorate in Strategic
Planning. Dr. Schofield has taught M.B.A. courses at Atlanta University and at
the University of Pittsburgh. He is the past President of the Harvard Business
School Association of Pittsburgh and has held several chair positions, as well
as served as trustee, for LaRoche College.
During the past five years, Dr. Schofield has invested in nine development
stage companies in diverse industries. In addition, he has consulted
extensively with owners of closely-held companies during the past decade and has
served on the boards of three such companies during this period.
Meetings of the Board of Directors
In 1997, the Board of Directors of the Company conducted seven meetings.
Each director of the Company attended at least 75% of the meetings held during
the time he served as a Director except for William F. Rooney, who attended four
of the seven meetings.
Committees
The full Board of Directors serves as the Portfolio Companies Valuation
Committee and meets as a part of each regularly scheduled Board of Directors'
meetings. In addition, the full Board of Directors serves as the Audit
Committee and meets with the external auditors at least once during the year.
There are no standing committees of the Board of Directors.
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PROPOSAL NO. 2 -- ISSUANCE OF ADDITIONAL SHARES
The Proposal
The Board of Directors believes that it will be in the interests of the
Company to issue up to 2,789,566 additional shares of its Common Stock and to
offer such shares in an offering at a price to be determined by the Board of
Directors which will not be less than the greater of Company's current net asset
value or $1.00 per share. If the offering is fully subscribed, the Company will
have 5,000,000 shares outstanding. The Board intends to use the proceeds of this
offering to invest in additional early stage developmental companies that meet
the Company's criteria for investment. The Board believes that there are and
will be a significant number of such companies seeking investment in the near
term, and that the Company's current size will not afford it the opportunity to
take advantage of these situations.
It is anticipated that this offering will occur in the Spring of 1999 after
1998 calendar year end results are available and finalized. The price at which
the shares are offered will be largely dependent upon business developments
within the Company's Portfolio Companies, but, as noted above, the price will in
no event be less than the Company's original offering price of $1.00 per share.
The benefit to existing shareholders include: (1) the opportunity for
additional investments in developmental companies, (2) additional
diversification of investments and (3) reduced administrative costs per share as
costs are allocated over a larger shareholder base.
Recommendation
The Board of Directors recommends that the shareholders vote "FOR" the
proposal. Proxies solicited by the Board of Directors will be voted in favor of
this proposal unless a contrary vote or abstention is specified.
PROPOSAL NO. 3 -- SELECTION OF AUDITORS
The Proposal
The Board of Directors appointed Goff, Ellenbogen, Backa & Alfera, LLC,
independent public accountants, to audit the financial statements of the Company
for the fiscal year ending December 31, 1998. This appointment is being
presented to shareholders for ratification. Goff, Ellenbogen, Backa & Alfera,
LLC audited the Company's financial statements for the year ended December 31,
1997.
A representative of Goff, Ellenbogen, Backa & Alfera, LLC is expected to
attend the meeting and will be afforded an opportunity to make a statement if he
or she desires to do so. This representative is also expected to be available
to respond to appropriate questions.
Recommendation
The Board of Directors recommends that the shareholders vote "FOR" the
proposal. Proxies solicited by the Board of Directors will be voted in favor of
this proposal unless a contrary vote or abstention is specified.
6.
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INFORMATION REGARDING EXECUTIVE OFFICERS
The following table sets forth certain information concerning each
individual who currently serves as an executive officer or key employee of the
Company, including such person's business experience during at least the past
five years and positions held with the Company. Executive officers are
appointed by the Board of Directors and serve at the pleasure of the Board.
There are no family relationships among the executive officers, nor are there
any arrangements or understandings between any executive officer and another
person pursuant to which he was selected as an officer except as may be
hereinafter described. See "Information Concerning Directors and Nominees" for
additional biographical information concerning the executive officers.
Name Age Title
G. Richard Patton 47 President and Chief Executive Officer
Alvin J. Catz 59 Chief Financial Officer and Treasurer
William F. Rooney 57 Secretary
COMPENSATION OF DIRECTORS AND OFFICERS
Compensation
No officer received any remuneration for serving as an officer of the
Company in 1997. Each director receives a $300 meeting attendance fee effective
as of July 11, 1997, the date the Company withdrew funds from its escrow
account. Generally, meetings are held monthly. The following directors earned
compensation during 1997: G. Richard Patton, $600; Alvin J. Catz, $900; Philip
Samson, $900; and Douglas F. Schofield, $900.
Compensation Committee Interlocks and Insider Participation
During 1997, the five nominees served on the Company's Board of Directors.
The Company does not have a Compensation Committee. There are no interlocking
relationships, as defined in the regulations of the Securities and Exchange
Commission, involving any of these individuals.
PRINCIPAL SHAREHOLDERS
Securities Ownership of Certain Beneficial Owners and Management
The following table sets forth the number of shares and percentage of
Common Stock beneficially owned as of November 1, 1998 by (i) each person who is
known by the Company to own beneficially more than 5% of the shares of Common
Stock, (ii) each director and executive officer of the Company, and (iii) all
directors and executive officers of the Company as a group. Unless stated
otherwise, each person so named exercises sole voting and investment power as to
the shares of Common Stock so indicated. There were 2,210,434 shares of Common
Stock issued and outstanding as of November 1, 1998. The Company has no other
classes of capital stock authorized.
7.
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Name and
Address of Number of
Beneficial Owner Shares Percent
G. Richard Patton 15,000 0.7%
2000 Technology Drive
Suite 150
Pittsburgh, PA 15219
William F. Rooney 10,000 0.5%
2000 Technology Drive
Suite 150
Pittsburgh, PA 15219
Alvin J. Catz 20,000 0.9%
2000 Technology Drive
Suite 150
Pittsburgh, PA 15219
Philip J. Samson 20,000 0.9%
2000 Technology Drive
Suite 150
Pittsburgh, PA 15219
Douglas F. Schofield 10,000 0.5%
2000 Technology Drive
Suite 150
Pittsburgh, PA 15219
PNC Venture Corp. 333,330 15.1%
Pittsburgh National Building
249 Fifth Avenue
Pittsburgh, PA 15222
National City Venture Corp. 333,300 15.1%
1965 East Sixth Street
Cleveland, OH 44114
All officers and directors, as a group, own 75,000 shares or 3.4% of the total
issued and outstanding shares as of November 1, 1998.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, certain of its officers and persons who own more than 10% of the
Company's common stock to file reports of ownership and changes in ownership
with the SEC. Such persons are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
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Based solely on review of the copies of such forms furnished to the
Company, the Company believes that all Section 16(a) filing requirements
applicable to persons who are officers or directors of the Company or holders of
10% of the Company's common stock were complied with in 1997.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None of the officers and directors of the Company have had any direct or
indirect material transactions involving the Company during the current
reporting period. During 1997, all of the officers and directors purchased
Common Stock under the Company's Offering Circular dated November 7, 1996.
Certain of the Company's directors have co-invested, along with the
Company, in the seven investments in Portfolio Companies that the Company has
made as of November 1, 1998. Directors' investments in Portfolio Companies in
excess of $60,000 as of November 1, 1998 were: Douglas F. Schofield - RadNet
Corporation $85,599; Alvin J. Catz - RadNet Corporation $76,500.
The Enterprise Corporation of Pittsburgh ("Enterprise") serves as the
Company's investment advisor. Enterprise screens potential Portfolio Companies
and presents them to the Company's Board of Directors for investment
consideration, conducts due diligence reviews of investment candidates as
directed by the Board of Directors, and provides staff to manage the day-to-day
operations of the Company including, portfolio management, preparing reports to
stockholders and performing administrative services. Enterprise maintains its
offices at 2000 Technology Drive, Suite 150, Pittsburgh, Pennsylvania 15219-
3109.
In connection with its services in organizing the formation and development
of the Company, Enterprise originally purchased 250,000 shares of Common Stock
for $.01 per share. If all of the 5,000,000 Shares available for sale under the
Offering Circular had been sold, these shares would have represented 4.8% of the
issued and outstanding shares of the Company. Since less than 5,000,000 shares
were sold, the Company had the right to repurchase from Enterprise for $.01 per
share such number of shares as would result in Enterprise's ownership percentage
being reduced to 4.8% of the then issued and outstanding shares of the Company.
During 1997, the Company closed its offering after having sold 2,104,333 shares
of Common Stock. As of December 31, 1997, the Company exercised the
aforementioned right and repurchased 143,899 shares of its Common Stock from
Enterprise thereby reducing Enterprise's ownership to 106,101 shares or 4.8% of
the total shares issued and outstanding of 2,210,434.
Enterprise is entitled to receive a fee equal to 5% of the aggregate amount
of assets invested by the Company in Portfolio Securities for providing
investment advisory and administrative services to the Company. During 1997,
Enterprise earned $5,000 of such fees. In 1998, through November 1, 1998,
Enterprise has earned an additional $30,000 of such fees. Enterprise may also
receive compensation from investment partners or members of any investment
consortium that invest with the Company in Portfolio Securities, all on such
basis as such other parties and Enterprise shall agree, provided that in no
event, will Enterprise charge fees to such consortium members or investment
partners at rates lower, or on terms otherwise more favorable, than are offered
to the Company. Furthermore, none of the employees, officers or directors of
Enterprise will receive any compensation from any Portfolio Company by reason of
the Company or any other investor investing in such Portfolio Company's
securities upon the recommendation of Enterprise.
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SHAREHOLDERS' PROPOSALS
To be considered for inclusion in the Company's Proxy Statement for the
Annual Meeting of Shareholders to be held in 1999, shareholder proposals must be
sent to the Company (directed to the attention of Office of the Secretary at
2000 Technology Drive, Suite 150, Pittsburgh, PA 15219) for receipt not later
than July 1, 1999.
GENERAL AND OTHER MATTERS
Management knows of no matters, other than those referred to in this Proxy
Statement, which will be presented to the meeting. However, if any other
matters properly come before the meeting or any adjournment, the persons named
in the accompanying proxy will vote it in accordance with their best judgment on
such matters.
The Company will bear the expense of preparing, printing and mailing this
Proxy Statement, as well as the cost of any required solicitation. In addition
to the solicitation of proxies by use of the mails, the Company may use regular
employees, without additional compensation, to request, by telephone or
otherwise, attendance or proxies previously solicited.
By Order of the Board of Directors
William F. Rooney
Secretary
Pittsburgh, Pennsylvania
November 10, 1998
10.
<PAGE>
PROXY
Western Pennsylvania Adventure Capital Fund
2000 Technology Drive, Suite 150
Pittsburgh, Pennsylvania 15219-3109
The undersigned hereby appoints G. Richard Patton and Alvin J. Catz as
Proxies, each with the power to appoint his substitute, to vote all of the
shares of Common Stock of Western Pennsylvania Adventure Capital Fund, a
Pennsylvania corporation (the "Company"), held of record by the undersigned on
the record date, November 1, 1998, at the Annual Meeting of Shareholders to be
held on December 7, 1998, or any adjournment thereof, as directed and, in their
discretion, on all other matters which may properly come before the meeting.
The undersigned directs said proxies to vote as specified upon the items shown
below, which are referred to in the Notice of Annual Meeting and set forth in
the Proxy Statement. This Proxy is solicited by the Board of Directors, which
recommends that you vote FOR each proposal.
Holders of record of the Company's Common Stock at the close of business on
the record date will be entitled to vote at the Annual Meeting. Holders of
Common Stock will be entitled to one vote for each share then held. Each
shareholder may vote in person or by proxy. All shares represented by proxy
will be voted in accordance with the instructions, if any, given in such proxy.
A shareholder may abstain from voting on any proposal or may withhold authority
to vote for any nominee(s) by so indicating below.
The votes represented by this proxy will be voted as marked by you.
However, if you execute and return the proxy unmarked, such votes will be voted
FOR all of the proposals. Please mark each box with an "x".
1. Election of Directors: G. Richard
Patton, Alvin J. Catz, William F.
Rooney, Philip Samson and Douglas F.
Schofield have been nominated.
FOR Withheld Withheld for the
for all following (write
the nominee's name When shares are held as joint
in the space below): 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
2. To authorize the issuance by the corporate name by President or other
Company in an offering of up to authorized officer. If a
2,789,566 additional shares of its partnership, please sign in the
Common Stock (so that, if the partnership name by authorized person
offering is fully subscribed, the
Company will have 5,000,000 shares
outstanding) at a price determined Dated:
by the Board of Directors of not
less than the greater of the
Company's current net asset value or -------------------------------------
$1.00 per share.
Signature
FOR Against Abstain
[ ] [ ] [ ] -------------------------------------
3. Ratify appointment of Goff, Signature if held jointly
Ellenbogen, Backa & Alfera, LLC as
the Company's independent auditors.
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
FOR Against Abstain ENCLOSED ENVELOPE.
[ ] [ ] [ ]
