SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 14a-12
Troon Partners, L.P.
- ------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- ------------------------------------------------------------------------------
(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:
- ------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- ------------------------------------------------------------------------------
(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):
- ------------------------------------------------------------------------------
(4) Proposed Maximum aggregate value of transaction:
- ------------------------------------------------------------------------------
(5) Total fee paid:
- ------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials:
- ------------------------------------------------------------------------------
Page 1 of 22
<PAGE>
/ / 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:
- ------------------------------------------------------------------------------
(2) Form, Schedule or Registration no.:
- ------------------------------------------------------------------------------
(3) Filing Party:
- ------------------------------------------------------------------------------
(4) Date Filed:
- ------------------------------------------------------------------------------
Page 2 of 22
<PAGE>
August 22, 1997 <IR>
TROON PARTNERS, L.P.
Dear Limited Partner:
We are pleased to invite you to a Special Meeting of Partners (the
"Meeting") of Troon Partners, L.P. (the "Partnership") to be held on September
30, 1997.
As you may know, CIBC Wood Gundy Securities Corp. ("CIBC Wood
Gundy") has agreed to acquire all of the stock of Oppenheimer Holdings, Inc.,
the parent company of Oppenheimer & Co., Inc. ("Opco"), the managing member of
Troon Management, L.L.C. (the "Manager"), which is the investment manager of
the Partnership. As required by the Investment Company Act of 1940, as
amended, the consummation of the acquisition will result in the automatic
termination of the investment advisory arrangements between the Manager and
the Partnership. In anticipation of the completion of the acquisition and to
provide continuity in investment advisory services to the Partnership, we urge
you to review the enclosed proxy statement. In the proxy statement you are
asked to approve an amended partnership agreement which will permit the
Manager to continue to provide investment advice and management to the
Partnership.
It is important to keep in mind that CIBC Wood Gundy is acquiring
Opco, not the Partnership. Moreover, because the Manager is a joint venture
with Mark Asset Management Corporation which provides persons to provide
investment advisory services to the Partnership, the acquisition is not
expected to have any impact on the Partnership's investment program or result
in any change in the personnel making investment decisions for the
Partnership. Your interest in the Partnership and the incentive allocation
payable to the Manager will not change as a result of the acquisition. In
addition, CIBC Wood Gundy has advised the Individual General Partners of the
Partnership that it expects the current senior management team of Opco to
continue following the acquisition.
The Partnership's Individual General Partners have voted unanimously
in favor of the amended partnership agreement and recommend that you vote
"FOR" it as well. Whether or not you intend to attend the Meeting, you may
vote by proxy by signing and returning the enclosed proxy card in the prepaid
envelope. If you attend the Meeting and wish to vote in person, you may
revoke your proxy at that time.
In order to help you, we have attached the following questions
and answers regarding the acquisition and the related proposal. They are
designed to help answer questions you may have and help you cast your votes,
and are being provided as a supplement to, not a substitute for, the proxy
statement, which we urge you to review carefully. <IR>
Thank you for your confidence and support.
Page 3 of 22
<PAGE>
Please feel free to call the proxy solicitor, PFPC Inc., at
1-888-520-3280 to answer any questions you may have regarding the voting of
your partnership interests, and please feel free to call us at 1-800-999-6726
ext. 4225 to answer any questions regarding the transaction or other matters.
Sincerely,
/s/ Mitchell A. Tanzman
------------------------
Mitchell A. Tanzman
Individual General Partner
Page 4 of 22
<PAGE>
QUESTIONS & ANSWERS
Q. WHO IS BEING ACQUIRED IN THE ACQUISITION?
A. CIBC Wood Gundy has agreed to acquire all of the stock of Oppenheimer
Holdings, Inc., whose subsidiary, Oppenheimer & Co., Inc., acts as the
managing member of Troon Management, L.L.C. (the "Manager"), which is the
investment manager of the Partnership. The Partnership is not being
acquired.
Q. WHY AM I BEING ASKED TO VOTE ON THIS PROPOSAL?
A. As required by the Investment Company Act of 1940, as amended, the
partnership agreement of the Partnership provides for the automatic
termination of the Partnership's investment advisory arrangements with
the Manager in the event of an "assignment" by the Manager. The
acquisition by CIBC Wood Gundy will constitute such an assignment. In
order to ensure continuity of investment advice and management, Partners
are being asked to approve an amended partnership agreement which will
authorize the Manager to provide advice and management to the Partnership
after the acquisition.
Q. HOW WILL THE TRANSACTION AFFECT ME AS A PARTNER?
A. Your interest in the Partnership and the incentive allocation payable to
the Manager will not change as a result of the acquisition. Moreover,
CIBC Wood Gundy has advised the Individual General Partners of the
Partnership that it expects the current senior management team of Opco to
continue following the acquisition. Consequently, the Individual
General Partners of the Partnership believe that the acquisition will not
adversely affect the operations of the Partnership.
Q. HOW DO THE INDIVIDUAL GENERAL PARTNERS RECOMMEND THAT I VOTE?
A. After careful consideration, the Partnership's Individual General
Partners have voted unanimously in favor of the amended partnership
agreement and recommend that you vote "FOR" it as well on the enclosed
proxy card.
Q. WHOM DO I CALL IF I HAVE QUESTIONS?
A. If you have any questions, please feel free to call the proxy solicitor,
PFPC Inc., at 1-888-520-3280 to answer any questions you may have
regarding the voting of your partnership interests, and please feel free
to call us at 1-800-999-6726 ext. 4225 to answer any questions regarding
the acquisition or other matters.
PLEASE VOTE
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY INTERESTS YOU OWN
Page 5 of 22
<PAGE>
NOTICE OF SPECIAL MEETING OF PARTNERS
To the Partners:
Notice is hereby given that a Special Meeting of Partners (the
"Meeting") of Troon Partners, L.P. (the "Partnership"), will be held at the
offices of Oppenheimer & Co., Inc. ("Opco"), Oppenheimer Tower, 200 Liberty
Street, One World Financial Center, 40th Floor, New York, New York, on
Tuesday, September 30, 1997 at 2:00 p.m., local time. The Meeting will be
held for the following purposes:
1. To approve the proposed amended partnership agreement which will
authorize Troon Management, L.L.C. to continue to provide investment advice
and management to the Partnership effective upon the consummation of the
acquisition of Opco by CIBC Wood Gundy Securities Corp.
2. To transact such other business as may properly come before the
Meeting, or any adjournment or adjournments thereof.
The close of business on Monday, August 11, 1997 has been fixed as
the record date for the determination of Partners entitled to notice of, and
to vote at, the meeting.
By Order of the Individual
General Partners
/s/ Mitchell A. Tanzman
---------------------------
Mitchell A. Tanzman
Individual General Partner
August 22, 1997 <IR>
PLEASE RETURN YOUR PROXY CARD IMMEDIATELY
EACH PARTNER MAY THINK HIS VOTE IS NOT IMPORTANT. THE MEETING OF PARTNERS
WILL HAVE TO BE ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A
QUORUM IS REPRESENTED. IN THAT EVENT, THE PARTNERSHIP WOULD CONTINUE TO
SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM. YOUR VOTE COULD BE CRITICAL
TO ENABLE THE PARTNERSHIP TO HOLD THE MEETING AS SCHEDULED, SO PLEASE RETURN
YOUR PROXY CARD IMMEDIATELY.
Page 6 of 22
<PAGE>
PRELIMINARY PROXY STATEMENT
PROXY STATEMENT
SPECIAL MEETING OF PARTNERS
TO BE HELD ON TUESDAY, SEPTEMBER 30, 1997
This proxy statement is furnished in connection with a solicitation
of proxies by the Individual General Partners of Troon Partners, L.P. (the
"Partnership") to be voted at the Special Meeting of Partners of the
Partnership (the "Meeting") to be held on Tuesday, September 30, 1997 at 2:00
p.m., local time, at the offices of Oppenheimer & Co., Inc., Oppenheimer
Tower, 200 Liberty Street, One World Financial Center, 40th Floor, New York,
New York, or at any adjournment thereof, for the purposes set forth in the
accompanying Notice of Special Meeting of Partners. Partners of record at the
close of business on August 11, 1997 (the "Record Date") are entitled to
notice of and to vote at the Meeting. Each Partner shall be entitled to cast
a number of votes equivalent to such Partner's Partnership percentage as of
the Record Date. Partnership percentage is established for each Partner on
the Partnership's books as of the first day of each fiscal period. The
Partnership percentage of each Partner was most recently established on August
1, 1997, and was determined by dividing the balance of the Partner's capital
account as of such date, which was the commencement of the most recent fiscal
period, by the sum of the capital accounts of all of the Partners as of that
date. At the close of business on the Record Date, the total capital accounts
of all Partners was $84,417,257.
The purpose of the Meeting is to permit the Partners to
consider the approval of an amended partnership agreement (the "Amended
Partnership Agreement") which will authorize Troon Management, L.L.C. (the
"Manager") to continue to provide investment advice and management to the
Partnership upon the consummation of the acquisition (the "Acquisition")
contemplated by the Stock Acquisition Agreement, dated as of July 22, 1997
(the "Stock Acquisition Agreement"), by and between CIBC Wood Gundy Securities
Corp. ("CIBC Wood Gundy") and Oppenheimer Group, Inc. ("Oppenheimer Group")
and its subsidiary, Oppenheimer Equities, Inc. ("Oppenheimer Equities" and,
collectively with Oppenheimer Group, "Oppenheimer"). Pursuant to the Stock
Acquisition Agreement, CIBC Wood Gundy will acquire from Oppenheimer Equities
all of the stock of Oppenheimer Holdings, Inc. ("Oppenheimer Holdings"), whose
wholly-owned subsidiary, Oppenheimer & Co., Inc. ("Opco") acts as the managing
member of the Manager pursuant to a limited liability company agreement ("LLC
Agreement") between Opco and Mark Asset Management Corporation ("MAMC"). For
a discussion of the Acquisition, see "The Acquisition" under the proposal
below. As required by the Investment Company Act of 1940, as amended (the
"1940 Act"), consummation of the Acquisition will cause the automatic
termination of the Manager's authority to provide advice and management to the
Partnership. Therefore, in order to ensure continuity in the management of
the Partnership, Partners are being asked to approve the Amended Partnership
Agreement (the "Proposal"). <IR>
Page 7 of 22
<PAGE>
All properly executed proxies received prior to the Meeting
will be voted at the Meeting or any adjournment thereof in accordance with the
instructions marked thereon or otherwise as provided therein. Unless
instructions to the contrary are marked, proxies will be voted "FOR" the
Proposal. Partners who execute proxies retain the right to revoke them in
person at the Meeting or by written notice received by the Partnership at any
time before they are voted. In addition, any Partner who attends the Meeting
in person may vote by ballot at the meeting, thereby canceling any proxy
previously given. See "Voting Information." <IR>
Proxy materials will first be mailed to Partners of record on or
about August 22, 1997. The principal executive offices of the Partnership are
located at Oppenheimer Tower, One World Financial Center, 33rd Floor, 200
Liberty Street, New York, New York 10281. Copies of the Partnership's most
recent semi-annual report is available upon request, without charge, by
writing to the Partnership at its principal executive offices or by calling
toll-free 1-800-999-6726 ext. 4225.
PRINCIPAL HOLDERS
Neither the holdings of each Individual General Partner, nor the
holdings of the Individual General Partners as a group, represented more than
1% of the interests of the Partnership as of July 31, 1997. Each Individual
General Partner has sole voting and investment power with respect to the
interests.
As of July 31, 1997, to the best knowledge of the Partnership, no
person beneficially owned more than 5% of the Partnership's interests.
THE PROPOSAL <IR>
TO APPROVE THE PROPOSED AMENDED PARTNERSHIP AGREEMENT
WHICH WILL AUTHORIZE THE MANAGER TO CONTINUE TO PROVIDE
INVESTMENT ADVICE AND MANAGEMENT TO THE PARTNERSHIP
AFTER THE CONSUMMATION OF THE ACQUISITION
INTRODUCTION
Pursuant to the Partnership's partnership agreement (the
"Partnership Agreement"), the Manager of the Partnership provides investment
advice and management to the Partnership. The Manager is a Delaware limited
liability company in which Opco acts as the managing member. MAMC is the
other member of the Manager, and is responsible for supplying the personnel
who, on behalf of the Manager, provide investment advice and management to the
Partnership. The Manager is a registered investment adviser under the
Investment Advisers Act of 1940, as amended, and the Manager has provided
investment advice and management to the Partnership since the commencement of
the Partnership's operations.
Page 8 of 22
<PAGE>
1940 ACT REQUIREMENTS
As required by the 1940 Act, the Manager's authority pursuant to the
Partnership Agreement to provide investment advice and management to the
Partnership automatically terminates upon the occurrence of an assignment,
which is deemed to include any change of control of the investment adviser.
Section 15(a) of the 1940 Act prohibits any person from serving as an
investment adviser to a registered investment company except pursuant to a
written contract that has been approved by shareholders. Therefore, in order
for the Manager to provide investment advice and management after the closing
of the Acquisition, Partners must approve the Amended Partnership Agreement
which authorizes the Manager to provide investment advice and management to
the Partnership and sets forth the terms of that arrangement, including the
incentive allocation payable to the Manager.
If approved by the Partners, the investment advisory arrangements
described in the Amended Partnership Agreement will remain in effect for a
term of two years. Such arrangements will continue in effect thereafter for
successive periods of one year if and so long as such continuance is
specifically approved annually by (a) the Individual General Partners or (b)
the vote of a majority (as defined in the 1940 Act) of the outstanding voting
securities of the Partnership, provided that in either event, the continuance
also is approved by a majority of the Individual General Partners who are not
"interested persons" (as defined by the 1940 Act) (the "Independent Individual
General Partners") by vote cast in person at a meeting called for the purpose
of voting on such approval.
In anticipation of the Acquisition and to provide continuity in
investment advisory services, at a meeting held on August 11, 1997, the
Partnership's Individual General Partners, including a majority of the
Independent Individual General Partners, approved the Amended Partnership
Agreement and directed that it be submitted to the Partners for approval at
the Meeting. THE AMENDED PARTNERSHIP AGREEMENT IS IDENTICAL TO THE
PARTNERSHIP AGREEMENT, EXCEPT THAT THE TERM FOR THE PROVISION OF ADVICE AND
MANAGEMENT TO THE PARTNERSHIP BY THE MANAGER COMMENCES UPON THE LATER OF THE
VOTE OF A MAJORITY (AS DEFINED IN THE 1940 ACT) OF THE OUTSTANDING VOTING
SECURITIES OF THE PARTNERSHIP OR THE CLOSING OF THE ACQUISITION. At their
meeting, the Individual General Partners, including a majority of Independent
Individual General Partners, also approved a new management and administration
agreement between the Partnership and Opco and a new placement agency
agreement between the Partnership and Opco. The new agreements will permit
Opco to continue to provide, and permit the Partnership to receive, the same
services under those agreements as are now provided to the Partnership by
Opco, at the same fees, after the consummation of the Acquisition. These new
agreements are not subject to approval by the Partners.
Section 15(f) of the 1940 Act is available to Oppenheimer in
connection with CIBC Wood Gundy's acquisition of Opco. Section 15(f) provides
in substance that when a sale of a controlling interest in an investment
adviser occurs, the investment adviser or any of its affiliated persons may
receive any amount or benefit in connection therewith as long as two
Page 9 of 22
<PAGE>
conditions are satisfied. First, an "unfair burden" must not be imposed on
the investment company as a result of the transaction relating to the sale of
such interests, or any express or implied terms, conditions or understandings
applicable thereto. The term "unfair burden" (as defined in the 1940 Act)
includes any arrangement during the two-year period after the transaction
whereby the investment adviser (or predecessor or successor adviser), or any
"interested person" (as defined in the 1940 Act) of any such adviser, receives
or is entitled to receive any compensation, directly or indirectly, from the
investment company or its securities holders (other than fees for bona fide
investment advisory or other services) or, with certain exceptions, from any
person in connection with the purchase or sale of securities or other property
to, from or on behalf of the investment company. The Individual General
Partners are not aware of any circumstances arising from the Acquisition that
might result in an unfair burden being imposed on the Partnership. Moreover,
CIBC Wood Gundy has agreed with Oppenheimer that it will use reasonable best
efforts to insure that no unfair burden will be imposed on the Partnership by
or as a result of the Acquisition during such two-year period. The second
condition of Section 15(f) is that during the three-year period following the
consummation of a transaction, at least 75% of the investment company's board
must not be "interested persons" of the investment adviser or predecessor
adviser. In connection with satisfaction of such 75% disinterested board
requirement, Ms. Joyce L. Kramer an officer of Opco and an Individual General
Partner, has tendered her resignation as an Individual General Partner of the
Partnership. In addition, CIBC Wood Gundy has agreed with Oppenheimer that it
will use reasonable best efforts to insure compliance with this requirement
during the applicable three-year period.
THE MANAGER
The Manager, located at Oppenheimer Tower, One World Financial
Center, 33rd Floor, 200 Liberty Street, New York, New York 10281, is a
General Partner of the Partnership. The Manager manages the Partnership's
investments, subject to the supervision of the Individual General Partners.
The Manager is a joint venture between Opco and MAMC, who are its sole
members. Under the terms of the LLC Agreement governing the Manager, MAMC
provides access to its employees who provide the day-to-day management of the
Partnership, subject to the control and supervision of Opco, the Manager's
managing member. Opco is located at Oppenheimer Tower, One World Financial
Center, 200 Liberty Street, New York, New York 10281. MAMC is located at 767
Fifth Avenue, 44th Floor, New York, New York 10153.
Opco is a wholly-owned subsidiary of Oppenheimer Holdings which in
turn currently is a wholly-owned subsidiary of Oppenheimer Equities.
Oppenheimer Equities is a wholly-owned subsidiary of Oppenheimer Financial
Corp., which in turn is a wholly-owned subsidiary of Oppenheimer Group.
Oppenheimer & Co., L.P. ("Opco L.P.") currently owns approximately 71% of the
common stock of Oppenheimer Group. Nathan Gantcher and Stephen Robert are the
managing general partners of Opco L.P., the remaining general and limited
partner interests of which are owned by employees of Opco and its affiliates,
Page 10 of 22
<PAGE>
including Joyce L. Kramer and Mitchell A. Tanzman, who are limited partners of
Opco L.P. and serve as Individual General Partners of the Partnership. The
principal business address of each of the foregoing entities is Oppenheimer
Tower, 200 Liberty Street, One World Financial Center, New York, New York
10281.
The Manager does not have any directors or officers.
INFORMATION CONCERNING CIBC WOOD GUNDY
CIBC Wood Gundy is the broker-dealer subsidiary of The Canadian
Imperial Bank of Commerce, North America's seventh largest and Canada's second
largest bank. CIBC Wood Gundy is a wholly-owned subsidiary of CIBC Wood Gundy
Holdings, Inc., which in turn is owned 98% by CIBC Wood Gundy Securities Inc.,
a Canadian investment dealer, and 2% by CIBC Wood Gundy Funding LLC. CIBC
Wood Gundy Funding LLC is owned 50% by CIBC Wood Gundy Securities Inc. and 50%
by Wood Gundy Mortgage Corp. CIBC Wood Gundy Securities Inc. is a wholly-
owned subsidiary of The CIBC Wood Gundy Corporation, a Canadian firm owned by
The Canadian Imperial Bank of Commerce.
THE ACQUISITION
On July 22, 1997, CIBC Wood Gundy and Oppenheimer entered into the
Stock Acquisition Agreement, pursuant to which CIBC Wood Gundy will acquire
all of the stock of Oppenheimer Holdings from Oppenheimer Equities. The
aggregate purchase price is $350 million in cash (the "Purchase Price"), of
which amount $75 million will be retained by CIBC Wood Gundy to discharge
certain indemnification obligations of Oppenheimer Equities to CIBC Wood
Gundy. In addition, the Purchase Price is subject to certain post-closing
adjustments based on the change in shareholders' equity of Oppenheimer
Holdings and its subsidiaries on a consolidated basis from April 30, 1997
until the closing of the Acquisition. In addition, a retention pool of up to
$175 million will be paid out over a period of up to three years.
The Acquisition is subject to various conditions being satisfied
prior to closing, including, among other things, the requisite approval of
agreements by the Partners of the Partnership and the receipt of requisite
regulatory approvals, including any approvals required by the Federal Reserve
Board and the expiration of the applicable waiting period under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976. If for any reason the
Acquisition is not consummated, the Partnership Agreement will remain in
effect in accordance with its terms.
Upon consummation of the Acquisition, Opco will be an indirect
wholly-owned subsidiary of CIBC Wood Gundy. Therefore, consummation of the
Acquisition will involve a change of control of Opco, which will constitute an
assignment, and thus, in accordance with Section 3.4 of the Partnership
Agreement, cause a termination of the authority of the Manager to provide
investment advice and management to the Partnership. CIBC Wood Gundy has
advised the Individual General Partners that it does not expect any changes,
Page 11 of 22
<PAGE>
other than changes in the ordinary course of business, in the senior
management team of Opco, or in the manner in which the Manager renders
services to the Partnership. CIBC Wood Gundy has further advised the
Individual General Partners that it anticipates the eligibility of the Manager
to serve as the Partnership's Manager will not be affected by the Acquisition,
that the Manager will continue to provide investment advice and management
with no material changes in operating conditions, and, in particular, that the
Acquisition will not affect the ability of the Manager to fulfill its
obligations under the Amended Partnership Agreement.
THE PARTNERSHIP AGREEMENT AND AMENDED PARTNERSHIP AGREEMENT
Pursuant to the Partnership Agreement dated as of December 19, 1996,
the Manager is authorized to provide investment advice and management to the
Partnership. The Amended Partnership Agreement provides the same authority to
the Manager, effective upon consummation of the Acquisition. The Partnership
Agreement was initially approved by the Individual General Partners, including
a majority of Independent Individual General Partners, and by the
organizational limited partner of the Partnership on December 19, 1996. The
Partnership Agreement and Amended Partnership Agreement are identical except
for the effective dates of the Manager's authority to provide advice and
management and for the initial term of such authority. A copy of the proposed
amendment to the Partnership Agreement is contained in Exhibit A to this proxy
statement.
Under the terms of the Amended Partnership Agreement, the Manager
will continue to be responsible for the management of the Partnership's
portfolio of investments in accordance with its stated policies and
restrictions. The Manager will continue to be responsible for making
investment decisions for the Partnership, placing purchase and sale orders and
providing research, statistical analysis and continuous supervision of the
Partnership's investment portfolio.
Under the Partnership Agreement now in effect, the Manager is
entitled to receive an incentive allocation of 20% of the net profits, if any,
that have been credited to the capital accounts of Limited Partners during the
applicable periods specified in that agreement. The incentive allocation is
charged to a Limited Partner only to the extent that cumulative net profits
with respect to such Limited Partner through the close of any period exceeds
the highest level of cumulative net profits with respect to such Limited
Partner through the close of any prior period. The Amended Partnership
Agreement does not modify the terms of this allocation. As of August 1, 1997,
the Manager has not received any incentive allocation. <IR>
All expenses incurred in the operation of the Partnership will
continue to be borne by the Partnership, except to the extent specifically
required to be borne by Opco. The expenses borne by the Partnership include,
but are not limited to, the following: all costs and expenses directly
related to portfolio transactions and positions for the Partnership's account,
including, but not limited to, brokerage commissions, research fees, interest
Page 12 of 22
<PAGE>
and commitment fees on loans and debit balances, borrowing charges on
securities sold short, dividends on securities sold but not yet purchased,
custodial fees, margin fees, transfer taxes and premiums, taxes withheld on
foreign dividends and indirect expenses from investments in investment funds;
all costs and expenses associated with the organization and registration of
the Partnership, and certain offering costs and the costs of compliance with
any applicable Federal or state laws; the costs and expenses of holding any
meetings of any Partners that are regularly scheduled, permitted or required
to be held under the terms of the Partnership Agreement, the 1940 Act or other
applicable law; fees and disbursements of any attorneys, accountants, auditors
and other consultants and professionals engaged on behalf of the Partnership;
the 1% annual management and administration fee payable to Opco and the fees
of custodians and persons (such as PFPC Inc.) providing administrative
services to the Partnership; the costs of a fidelity bond and any liability
insurance obtained on behalf of the Partnership or its General Partners; and
such other types of expenses as may be approved from time to time by the
Individual General Partners.
The Manager is reimbursed by the Partnership for any of the above
expenses that it pays on behalf of the Partnership.
Under the Amended Partnership Agreement the authority of the Manager
shall become effective upon the later of the vote of a majority (as defined in
the 1940 Act) of the outstanding voting securities of the Partnership or the
closing date of the Acquisition and shall terminate: (i) if any period of 12
consecutive months following the first twelve consecutive months of the
effectiveness of such authority shall conclude without the approval of the
continuation of such authority by (A) the vote of a majority (as defined in
the 1940 Act) of the outstanding voting securities of the Partnership or (B)
the Individual General Partners, and in either case, approval by a majority of
the Independent Individual General Partners; (ii) if revoked by the Individual
General Partners or by vote of a majority (as defined in the 1940 Act) of the
outstanding securities of the Partnership, in either case with 60 days prior
written notice to the Manager; (iii) at the election of the Manager with 60
days prior written notice to the Individual General Partners; or (iv) upon the
termination of the status of the Manager as the General Partner and Manager of
the Partnership. The authority of the Manager to provide investment advice
and management to the Partnership automatically terminates upon the occurrence
of any event constituting an "assignment" under the 1940 Act.
The Amended Partnership Agreement provides that in the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of its
duties thereunder, the Manager shall not be liable for any act or omission in
the course of or in connection with the rendering of its services thereunder.
Page 13 of 22
<PAGE>
BOARD CONSIDERATION
In approving the Amended Partnership Agreement and determining to
submit it to Partners for their approval, the Individual General Partners have
determined that continuity and efficiency of advisory services after the
Acquisition can best be assured by approving the Amended Partnership
Agreement. The Individual General Partners believe that the Amended
Partnership Agreement will enable the Partnership to obtain high-quality
investment advisory services at a cost which they deem appropriate and
reasonable and that approval of the Amended Partnership Agreement is in the
best interests of the Partnership and its Partners. In connection with their
review of the Amended Partnership Agreement, the Individual General Partners
requested and reviewed, with the assistance of their own legal counsel,
materials furnished by the Manager and CIBC Wood Gundy. These materials
included written information regarding CIBC Wood Gundy and its personnel,
operations and financial condition.
In approving the Amended Partnership Agreement, the Individual
General Partners focused primarily on the nature, quality and scope of
operations and services to date provided by the Manager to the Partnership,
which are expected to continue to be provided after the Acquisition with no
change in the incentive allocation payable to the Manager, and on the fact
that the Partnership Agreement and the Amended Partnership Agreement,
including the terms relating to the services to be performed thereunder by the
Manager and the expenses and incentive allocation payable by the Partnership,
are substantially identical. In connection with these primary considerations,
the Individual General Partners considered the Amended Partnership Agreement
in comparison to the investment advisory arrangements of other investment
companies and funds, including funds advised by members of the Manager;
particularly, with regard to the level of fees, and the benefits to the
Manager of its relationship with the Partnership. The Individual General
Partners also considered the commitment of CIBC Wood Gundy to maintain and
enhance the services provided to the Partnership by the Manager, and met with
representatives of CIBC Wood Gundy to discuss their current intentions with
respect to the Manager.
The Individual General Partners also considered that the
personnel of MAMC, through the Manager who provide investment advice and
management to the Partnership under the supervision of Opco, would not change
as a result of the Acquisition. <IR>
In addition to the foregoing considerations, the Individual
General Partners considered the likelihood of the Manager's continued
financial stability following consummation of the Acquisition; particularly in
light of the overall experience and reputation of CIBC Wood Gundy and its
financial stability, including whether there are any aspects of the
Acquisition likely to affect adversely the ability of the Manager to retain
and attract qualified personnel following the Acquisition. In connection with
these considerations, the Individual General Partners also considered possible
alternatives to approval of the Amended Partnership Agreement. <IR>
Page 14 of 22
<PAGE>
Based upon their review of the above factors, the Individual General
Partners concluded that the approval of the Amended Partnership Agreement is
in the best interests of the Partnership and its Partners.
Certain Individual General Partners have an interest in the approval
of the Amended Partnership Agreement as a result of their financial interests
in and positions with the Manager or affiliates thereof, as described above
under "The Manager."
REQUIRED VOTE AND INDIVIDUAL GENERAL PARTNER'S RECOMMENDATION
Approval of the Amended Partnership Agreement requires the
affirmative vote of a "majority of the outstanding voting securities" of the
Partnership, which for this purpose means the affirmative vote of the lesser
of (1) Partners representing more than 50% of the outstanding interests in the
Partnership or (2) Partners representing 67% or more of the interests in the
Partnership present at the Meeting if the holders of more than 50% of the
outstanding interests are represented at the Meeting in person or by proxy.
If the Partners of the Partnership do not approve the Amended Partnership
Agreement, Oppenheimer and CIBC may nevertheless determine to proceed with the
Acquisition and, in such case, the authority of the Manager to provide
investment advice and management under the Partnership Agreement would
terminate automatically. In that event, the Individual General Partners will
take such further action as they may deem to be in the best interests of the
Partnership and its Limited Partners. <IR>
THE INDIVIDUAL GENERAL PARTNERS, INCLUDING ALL
INDEPENDENT INDIVIDUAL GENERAL PARTNERS, RECOMMEND
THAT PARTNERS VOTE "FOR" THE FOREGOING PROPOSAL.
ADDITIONAL INFORMATION
Opco provides management and administration services to the
Partnership pursuant to a separate management and administration agreement.
Under the management and administration agreement, Opco generally assists in
all aspects of the Partnership's operations, other than providing investment
advice, subject to the overall authority of the Individual General Partners.
Under the terms of the management and administration agreement, Opco receives
a monthly fee which is computed at the annual rate of 1.0% of the value of the
Partnership's net assets. For the period commencing February 27, 1997 to July
31, 1997, Opco received $297,761 in such management and administration fees.
Opco has retained MAMC to provide management and administration services to
the Partnership pursuant to a sub-management and sub-administration agreement.
Opco, from the fees it receives under the management and administration
agreement, pays MAMC for such services. Opco also acts as placement agent
pursuant to a placement agency agreement, but is not compensated for its
services as placement agent. During the period February 27, 1997 to July 31,
1997, the Manager executed portfolio transactions on behalf of the Partnership
through Opco. The aggregate amount of commissions paid to Opco during such
period was $6,597 which constitutes 3.16% of the total brokerage commissions
paid by the Partnership during such period.
Page 15 of 22
<PAGE>
PFPC Inc., located at 400 Bellevue Parkway, Wilmington, Delaware
19809, also provides administrative services to the Partnership pursuant to an
administrative, accounting and investor services agreement.
VOTING INFORMATION
A quorum is constituted with respect to the Partnership by the
presence in person or by proxy of the holders of a majority of the total
number of votes eligible to be cast by all Partners as of the Record Date. If
a proxy is properly executed and returned accompanied by instructions to
withhold authority to vote, if it represents a nominee "non-vote" (that is, a
proxy from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to vote on a
particular matter with respect to which the broker or nominee does not have
discretionary power) or is marked with an abstention (collectively,
"abstentions"), the interests in the Partnership represented thereby will be
considered to be present at the Meeting for purposes of determining the
existence of a quorum for the transaction of business. If a proxy is properly
executed and returned and is marked with an abstention, the proxy will not be
voted on any matter as to which the abstention applies. For this reason,
abstentions will have the effect of a "no" vote for purposes of obtaining the
requisite approval of the Proposal. <IR>
In the event that a quorum is not present at the Meeting, the
Manager may adjourn the Meeting to permit further solicitation of proxies. If
a quorum is present but sufficient votes to approve the Proposal are not
received, the persons named as proxies may propose one or more adjournments of
the Meeting to permit further solicitation of proxies. In determining whether
to propose an adjournment in such event, the following factors may be
considered: the nature of the Proposal, the percentage of votes actually
cast, the percentage of negative votes actually cast, the nature of any
further solicitation and the information to be provided to Partners with
respect to the reasons for the solicitation. Any such adjournment will
require the affirmative vote of the holders of a majority of the interests in
the Partnership that are represented at the Meeting in person or by proxy. If
a quorum is present and an adjournment is proposed, the persons named as
proxies will vote those proxies which they are entitled to vote "FOR" the
Proposal in favor of such adjournment, and will vote those proxies required to
be voted "AGAINST" the Proposal against such adjournment.
OTHER MATTERS
The Individual General Partners are not aware of any other matters
which may come before the Meeting. However, should any such matters with
respect to the Partnership properly come before the Meeting, it is the
intention of the persons named in the accompanying form of proxy to vote the
proxy in accordance with their judgment on such matters.
Page 16 of 22
<PAGE>
The expenses of the Meeting will be borne by CIBC Wood Gundy if the
closing of the Acquisition occurs, and otherwise by Oppenheimer.
Proxies may be solicited personally by regular employees of
affiliates of the Manager or by telephone or telegraph, in addition to the use
of mails. Brokerage houses, banks and other fiduciaries may be requested to
forward proxy solicitation material to their principals to obtain
authorization for the execution of proxies, and they will be reimbursed for
such out-of-pocket expenses. In addition, the Partnership has retained PFPC
Inc., a proxy solicitation firm, to assist in the solicitation of the proxy
vote. It is anticipated that PFPC Inc. will be paid for such solicitation
services in an amount not to exceed $5,000 plus reasonable out-of-pocket
expenses. Therefore, expenses of the Meeting will include costs of (i)
preparing, assembling and mailing material in connection with the
solicitation, (ii) soliciting proxies by officers or employees, personally or
by telephone or telegraph, (iii) reimbursing brokerage houses, banks and other
fiduciaries and (iv) compensating the proxy solicitor. If you have any
questions or need assistance in voting, please contact PFPC Inc. at their toll
free number, 1-888-520-3280.
Unless otherwise required under the 1940 Act, ordinarily it is not
necessary for the Partnership to hold annual meetings of Partners. As a
result, the Partners will not consider each year the election of Individual
General Partners or the appointment of auditors. However, the Individual
General Partners will call a meeting of Partners for the purpose of electing
Individual General Partners if, at any time, less than a majority of the
Partners then holding office have been elected by Partners. Under the 1940
Act, Partners of record of not less than two-thirds of the Partnership's
interests may remove Individual General Partners through a declaration in
writing or by vote cast in person or by proxy at a meeting called for that
purpose. The Individual General Partners will call a meeting of Partners for
the purpose of voting upon the question of removal of any Individual General
Partners when requested in writing to do so by Partners holding 25% or more of
the number of votes eligible to be cast by all Partners. Partners wishing to
submit proposals for inclusion in the Partnership's proxy statement for a
subsequent meeting should send their written submissions to the Partnership at
Oppenheimer Tower, One World Financial Center, 33rd Floor, 200 Liberty Street,
New York, New York 10281.
IT IS IMPORTANT THAT PROXIES ARE RETURNED PROMPTLY. THEREFORE, PARTNERS WHO
DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE, SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.
Dated: August 22, 1997 <IR>
Page 17 of 22
<PAGE>
Exhibit A
FIRST AMENDMENT
TO THE
LIMITED PARTNERSHIP AGREEMENT
OF
TROON PARTNERS, L.P.
THIS FIRST AMENDMENT (the "Amendment") to the Limited Partnership
Agreement (the "Limited Partnership Agreement"), dated as of December 19,
1996, of Troon Partners, L.P. (the "Partnership") is dated ____ __, 1997 by
and among Troon Management, L.L.C., a Delaware limited liability company, as
the Manager (the "Manager"), Sol Gittleman, Luis Rubio, Janet L. Schinderman
and Mitchell A. Tanzman, as the Individual General Partners (the "IGPs") and
those persons now or hereafter admitted and listed on Schedule I to the
Limited Partnership Agreement as General Partners and as Limited Partners.
W I T N E S S E T H :
WHEREAS, pursuant to a Stock Purchase Agreement (the "Stock Purchase
Agreement"), dated as of July 22, 1997, by and between CIBC Wood Gundy
Securities Corp. ("CIBC Wood Gundy"), Oppenheimer Group, Inc. and its
subsidiary, Oppenheimer Equities, Inc. ("Oppenheimer Equities"), CIBC Wood
Gundy will acquire from Oppenheimer Equities all of the stock of Oppenheimer
Holdings, Inc., whose wholly-owned subsidiary, Oppenheimer & Co., Inc.
("Opco"), acts as the managing member of the Manager pursuant to a limited
liability company agreement between Opco and Mark Asset Management
Corporation; and
WHEREAS, the consummation of the transaction contemplated by the
Stock Purchase Agreement (the "Acquisition") will cause the automatic
termination of the Manager's authority to provide investment advisory services
to the Partnership in accordance with the provisions of Section 3.4(a) of the
Limited Partnership Agreement; and
WHEREAS, pursuant to Section 8.1(a) of the Limited Partnership
Agreement, the Limited Partnership Agreement may be amended, in whole or in
part, with the approval of (i) the IGPs, including the vote of a majority of
the Independent General Partners (the "Independent IGPs") if required by the
Investment Company Act of 1940, as amended (the "1940 Act"), (ii) the Manager
and (iii) a majority (as defined in the 1940 Act) of the outstanding voting
securities of the Partnership; and
WHEREAS, the IGPs (including the vote of a majority of the
Independent IGPs), the Manager and a majority (as defined in the 1940 Act) of
the outstanding voting securities of the Partnership have approved this
Amendment so as to authorize and enable the Manager to provide investment
advisory services to the Partnership;
Page 18 of 22
<PAGE>
NOW THEREFORE, the Limited Partnership Agreement be, and hereby is,
amended by deleting in its entirety Section 3.4(a) of the Limited Partnership
Agreement and restating such Section as follows:
(a)
The Manager shall provide Advice and Management to the
Partnership under the general supervision of the Individual
General Partners. The authority of the Manager granted under
this Section 3.4 shall become effective upon the later of
[September 30, 1997] or the closing of the acquisition
contemplated by the Stock Purchase Agreement, dated as of July
22, 1997, by and between CIBC Wood Gundy Securities Corp.,
Oppenheimer Group, Inc. and its subsidiary, Oppenheimer
Equities, Inc. and shall terminate: (i) if any period of 12
consecutive months following the first twelve consecutive
months of the effectiveness of such authority shall conclude
without the approval of the continuation of such authority by
(A) the vote of a majority (as defined in the 1940 Act) of the
outstanding voting securities of the Partnership or (B) the
Individual General Partners, and in either case, approval by a
majority of the Independent General Partners by vote cast in
person at a meeting called for such purpose; (ii) if revoked
by the Individual General Partners or by vote of a majority
(as defined in the 1940 Act) of the outstanding voting
securities of the Partnership, in either case with 60 days'
prior written notice of the Manager; (iii) at the election of
the Manager with 60 days' prior written notice to the
Individual General Partners; or (iv) upon the termination of
the status of the Manager pursuant to Section 4.1(a) hereof
other than by reason of a Transfer of the Manager's Interest
pursuant to Section 4.4 hereof that does not involve an
"assignment" within the meaning of the 1940 Act. The
authority of the Manager under this Section 3.4 shall not be
terminated in the event of a Transfer of the Manager's
Interest pursuant to Section 4.4 that does not involve an
"assignment" within the meaning of the 1940 Act, and shall
instead be vested in such Transferee. The authority of the
Manager to provide Advice and Management pursuant to this
Section 3.4 shall automatically terminate upon the occurrence
of any event in connection with the Manager, its provision of
Advice and Management, this Agreement or otherwise
constituting an "assignment" within the meaning of the 1940
Act. If the authority of the Manager under this Section 3.4
is terminated as provided herein, the Individual General
Partners may appoint, subject to the approval thereof by a
majority of the Independent General Partners and by vote of
majority (as defined in the 1940 Act) of the outstanding
voting securities of the Partnership, a person or persons to
provide Advice and Management to the Partnership, and shall
cause the terms and conditions of such appointment to be
stated in this Agreement or in an agreement executed on behalf
of the Partnership and such person or persons. <IR>
Page 19 of 22
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the day and year first above written.
MANAGER:
TROON MANAGEMENT, L.L.C.
By: OPPENHEIMER & CO., INC.
Managing Member
By: _______________________
Mitchell A Tanzman
Managing Director
INDIVIDUAL GENERAL PARTNERS:
___________________________
Sol Gittleman
___________________________
Luis Rubio
___________________________
Janet L. Schinderman
___________________________
Mitchell A. Tanzman
LIMITED PARTNERS:
Each person who has signed a
Limited Partner Signature Page and
who is a Limited Partner of the
Partnership as of the date hereof
or who shall hereafter sign a
Limited Partner Signature Page and
who shall be accepted by the
Manager to the Partnership as a
Limited Partner.
Page 20 of 22
<PAGE>
PROXY CARD -- TROON PARTNERS, L.P. <IR>
The undersigned Partner of Troon Partners, L.P. hereby appoints Mitchell A.
Tanzman, Joyce M. O'Brien and Carmine E. Angone, and each of them, the
attorneys and proxies of the undersigned, with full power of substitution, to
vote, as indicated herein, all of the interests in the Partnership standing in
the name of the undersigned at the close of business on August 11, 1997 at a
Special Meeting of Partners (the "Meeting") to be held at the offices of
Oppenheimer & Co., Inc., Oppenheimer Tower, 200 Liberty Street, One World
Financial Center, 40th Floor, New York, New York, commencing at 2:00 p.m. on
Tuesday, September 30, 1997, and at any and all adjournments thereof, with all
of the powers the undersigned would possess if then and there personally
present and especially (but without limiting the general authorization and
power hereby given) to vote as indicated on the Proposal, as more fully
described in the proxy statement for the Meeting. THIS PROXY IS SOLICITED BY
THE PARTNERSHIP'S INDIVIDUAL GENERAL PARTNERS AND WILL BE VOTED "FOR" THE
PROPOSAL SET FORTH BELOW UNLESS OTHERWISE INDICATED.
TO VOTE, MARK THE APPROPRIATE BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS /X/
KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
TROON PARTNERS, L.P.
VOTE ON PROPOSAL
FOR AGAINST ABSTAIN
/ / / / / /
1. To approve the proposed amended partnership agreement which will
authorize Troon Management, L.L.C. to continue to provide investment
advice and management to the Partnership effective upon the consummation
of the acquisition of Oppenheimer & Co., Inc. by CIBC Wood Gundy
Securities Corp.
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting, or any adjournment(s)
thereof.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- ----------------------- -------------------------- ----------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
- ----------------------- --------------------------
TITLE TITLE
Page 21 of 22
<PAGE>
Signature(s) should be exactly as name or names appearing on this proxy. If
shares are held jointly, each holder should sign. If signing is by attorney,
executor, administrator, trustee or guardian, please give full title.
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
Page 22 of 22
<PAGE>
