<PAGE>
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
Venture Lending & Leasing II, Inc.
- --------------------------------------------------------------------------------
(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.
/ / 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 Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
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<PAGE>
VENTURE LENDING & LEASING II, INC.
------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 11, 1998
------------------------------
To the Shareholders of Venture Lending & Leasing II, Inc.:
An Annual Meeting of the Shareholders of Venture Lending & Leasing II, Inc.
("Fund") will be held at 9:00 A.M., Pacific time, on November 11, 1998, at the
offices of Westech Investment Advisors, Inc., 2010 North First Street, Suite
310, San Jose, CA 95131, to consider and vote on the following matters:
1) Electing the five members of the Board of Directors of the Fund; and
2) Ratifying the selection of Arthur Andersen LLP as the Fund's independent
auditors.
Each shareholder who owned Fund shares on the close of business on October
3, 1998 is entitled to vote at this meeting. Shareholders may attend and vote
at the meeting in person, or may complete, date and sign the enclosed proxy card
and return it in the postpaid envelope provided. A shareholder who executes a
proxy card may nevertheless attend the meeting and vote in person.
By order of the Board of Directors
RONALD W. SWENSON
CHAIRMAN OF THE BOARD
October 3, 1998
IF YOU PLAN TO ATTEND OUR MEETING IN PERSON, PLEASE CALL FRAN GARCIA AT (212)
332-5106
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN
PLEASE COMPLETE THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND RETURN IT IN
THE ENVELOPE PROVIDED.
<PAGE>
VENTURE LENDING & LEASING II, INC.
2010 NORTH FIRST STREET, SUITE 310
SAN JOSE, CA 95131
------------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 11, 1998
------------------------------
INTRODUCTION
The Board of Directors of Venture Lending & Leasing II, Inc. ("Fund") has
issued this proxy statement to solicit proxies for use at the Annual Meeting of
the Shareholders of Venture Lending & Leasing II, Inc. ("Fund"), to be held at
9:00 A.M., Pacific time, on November 11, 1998, at the offices of Westech
Investment Advisors, Inc., 2010 North First Street, Suite 310, San Jose, CA
95131, and at any adjournments thereof (collectively, the "Meeting"). This
Proxy Statement, together with a Notice of Annual Meeting and Proxy Card, will
be first mailed on or about October 9, 1998.
On October 3, 1998, the record date for the Meeting ("Record Date"), there
were 22,000 shares of Common Stock, $.001 par value ("Shares"), outstanding and
entitled to vote. Each full Share is entitled to one vote, and each fractional
Share is entitled to the identical fraction of one vote.
For a shareholder's Shares to be represented at the Meeting, the
shareholder must allow sufficient time for the proxy to be received by November
11, 1998. Shareholders may attend and vote at the meeting in person, or may
complete, date and sign the enclosed proxy card and return it in the postpaid
envelope provided. A shareholder may revoke a proxy at any time before it is
exercised by notifying the Secretary of the Fund in writing at the above
address, or by attending the meeting and voting in person.
If the enclosed proxy is properly executed and returned in time to be voted
at the Meeting, the Shares represented thereby will be voted in accordance with
the instructions marked thereon. Unless a shareholder marks a proxy with
contrary instructions, a proxy will be voted "for" the matters listed in the
accompanying Notice of Annual Meeting of Shareholders and "for" any other
matters deemed appropriate. If a proxy is properly executed and returned
accompanied by instructions to withhold authority to vote or is marked with an
abstention (collectively "abstentions"), the Shares represented thereby will be
considered to be present at the Meeting for the purpose of determining the
existence of a quorum for the transaction of business. Abstentions will not
constitute a vote "for" or "against" a matter and will be disregarded in
determining the "votes cast" on an issue. Therefore, with respect to both
Proposals 1 and 2, abstentions will be disregarded and will have no effect on
the approval of the Proposals.
<PAGE>
A majority of the Shares must be present in person or by proxy to
constitute a quorum to transact business at the Meeting. If a quorum is not
present at the Meeting, or if a quorum is present but sufficient votes to
approve one or more of the Proposals are not received, the persons named as
proxies may propose one or more adjournments to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a majority
of the Shares represented at the Meeting in person or by proxy. The persons
named as proxies will vote those proxies which they are required to vote "for"
any such Proposal in favor of such adjournment, and will vote those proxies
which they are required to vote "against" any such Proposal against such
adjournment. A shareholder vote may be taken on one or more of the Proposals in
this proxy statement prior to such adjournment if sufficient votes have been
received.
Proposal 1 requires for approval a plurality of all votes cast by the
Fund's shareholders at a meeting at which a quorum is present, and Proposal 2
requires for approval a majority of all votes cast by the Fund's shareholders at
a meeting at which a quorum is present.
Annex A to this Proxy Statement sets forth information about those
shareholders and "groups" of shareholders (as that term is used in Section 13(d)
of the Securities Exchange Act of 1934 ("Exchange Act")), who beneficially owned
more than 5% of the outstanding Shares as of the Record Date, and about the
Share ownership of the Board of Directors and executive officers of the Fund.
Proxy solicitation will be made primarily by mail, but proxy solicitations
also may be made by telephone calls or personal meetings conducted by officers
and employees of the Fund, Westech Investment Advisors, Inc. ("Westech
Investment Advisors") and Siguler Guff Advisers, L.L.C. ("Siguler Guff
Advisers"). The costs of the proxy solicitation and the preparation of this
proxy statement will be borne by the Fund.
The Fund's Annual Report for its fiscal year ended June 30, 1998 has
previously been mailed to the Fund's shareholders.
PROPOSAL 1
TO ELECT FIVE DIRECTORS OF THE FUND
The nominees for election as directors of the Fund are listed below. All
the nominees have consented to serve as directors if elected. If elected, each
nominee will serve until the next annual meeting of shareholders or until his
successor is elected and shall have qualified. Unless a shareholder gives
contrary instructions on the proxy card, Shares voted by proxy will be voted in
favor of the election of these nominees. If any of the nominees should withdraw
or otherwise become unavailable for election, Shares represented by proxy will
be voted in favor of such other nominee whom management recommends.
2
<PAGE>
These nominees, if elected, will constitute the entire Board of Directors.
To be elected, each nominee must receive the favorable vote of a plurality of
the Shares represented at the Meeting in person or by proxy. Listed below is
the name, age, year of election and principal occupation during the past five
years of each nominee. Nominees who are "interested persons" are indicated by
an asterisk.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
NAME AND POSITION WITH AGE DIRECTOR OCCUPATION DURING PAST FIVE YEARS
FUND SINCE
Arthur Aeder, Director 72 1997 President of Mariner Management
Corporation; Vice Chairman, Kisco
Management Corporation; Director of
Sanford C. Bernstein Funds, Inc.
Salvador O. Gutierrez, 55 1997 Senior Vice President, Westech
Director, President Investment Advisors since 1994, and
and Chief Financial Senior Vice President, Western
Officer(*) Technology Investment since 1987.
S. Allan Johnson, 60 1997 Co-founder of Western Technology
Director Investment in San Jose; currently
consults and invests in medical and
information technology companies.
Currently serves on the Boards of
Sleep Solutions, Inc. and
Polyoptimum, Inc.
Louis Moelchert, 56 1997 Vice President for Investments at
Director the University of Richmond; Board
member and former chairman of the
board of The Common Fund; Vice
Chairman and member of the
Investment Advisory Committee of
the Virginia State Retirement
System; President of Private
Advisors, Inc.
Ronald W. Swenson, 53 1994 President and Director, Westech
Director, Chairman and Investment Advisors since 1994, and
Chief Executive President and Director, Western
Officer(*) Technology since 1980.
</TABLE>
The Independent Directors of the Fund constitute its Audit Committee. The
Audit Committee reviews the scope and results of the Fund's annual audit with
the Fund's independent auditors and recommends the engagement of auditors.
During the fiscal year ended June 30, 1998, the Board met four times. All
directors attended at least 75% of the Board meetings held during the last
fiscal year.
The Fund's Independent Directors each receive an annual fee from the Fund
of $5,000. Such directors also are reimbursed by the Fund for their expenses in
attending meetings of the Board of Directors or any committee thereof and
receive a fee for attendance in person at any meeting at a per diem rate of
$500. The Fund's directors who are "interested persons" of the Fund,
- --------------------------
* "Interested person" (as defined in the 1940 Act) of the Fund.
3
<PAGE>
as defined in the 1940 Act, receive no compensation from the Fund for their
services as directors, other than reimbursement of their expenses in attending
meetings. The Independent Directors received the following amounts of
compensation during the year ended June 30, 1998: Mr. Aeder -- $4,750; Mr.
Johnson -- $4,250; Mr. Moelchert -- $4,750.
Proposal 1 requires for approval a plurality of all votes cast by the
Fund's shareholders at a meeting at which a quorum is present
PROPOSAL 2
TO RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP AS THE FUND'S INDEPENDENT
AUDITORS
Arthur Andersen LLP, Suite 3500, Spear Street Tower, One Market, San
Francisco, CA 94105, has served as the Fund's independent auditors since its
inception and has been selected to serve in this capacity for the Fund's current
fiscal year by the Independent Directors. Arthur Andersen LLP has informed the
Fund that it has no direct or indirect financial interest in the Fund, Westech
Investment Advisors or Siguler Guff Advisers or any of their affiliates. It is
not expected that a representative of Arthur Andersen LLP will be available at
the Meeting, but a representative would have an opportunity to make a statement
if he chose to attend.
Proposal 2 requires for approval the affirmative vote of a majority of the
votes cast by the Fund's shareholders at a meeting at which a quorum is present.
THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF ARTHUR
ANDERSEN LLP AS THE FUND'S INDEPENDENT AUDITORS.
OTHER INFORMATION
MANAGERS. The Fund is a party to a Management Agreement, dated as of
September 8, 1997 ("Management Agreement") between the Fund and Westech
Investment Advisors. The Management Agreement was last approved by the
Fund's Board of Directors at a meeting held on September 8, 1997, and by the
Fund's initial shareholder by written consent of the same date. For the
Fund's fiscal year ending June 30, 1998, the Fund paid aggregate investment
management fees totaling $2,182,048 to Westech Investment Advisors and
Siguler Guff Advisers pursuant to the terms of the Management Agreement.
Siguler Guff Advisers, LLC ("Adviser to the Manager") serves as adviser to
Westech Advisors with respect to Westech Advisors' administrative duties to
the Fund.
4
<PAGE>
Westech Investment Advisors, the Investment Manager, is a corporation that
is a registered investment adviser under the Investment Advisers Act of 1940
("Advisers Act"). Messrs. Swenson and Gutierrez, the sole executive officers of
Westech Investment Advisors, each own 50% of its voting securities. Westech
Investment Advisor's principal business address, and the principal business
address of Messrs. Swenson and Gutierrez, is 2010 North First Street, Suite 310,
San Jose, CA 95131.
Siguler Guff Advisers is a limited liability company that is a registered
investment adviser under the Advisers Act. 100% of the voting securities of
Siguler Guff Advisers are beneficially owned, through holding companies, as
follows: 45% by George W. Siguler, 45% by Drew J. Guff and 10% by Donald P.
Spencer. A portion of the holdings of Messrs. Siguler, Guff and Spencer listed
above are held in trust for their minor children. The principal business address
of Siguler Guff Advisers, and the principal business address of Messrs. Siguler,
Guff and Spencer, is Rockefeller Center, 630 Fifth Avenue, 16th Floor, New York,
NY 10111.
EXECUTIVE OFFICERS OF THE FUND; ADVISORY DIRECTORS. The following are the
executive officers of the Fund other than Messrs. Swenson and Gutierrez. All
have been executive officers of the Fund since its inception.
<TABLE>
<CAPTION>
NAME AND POSITION WITH FUND AGE PRINCIPAL OCCUPATION AND BUSINESS HISTORY
<S> <C> <C>
George W. Siguler, Executive Vice President 51 Managing Director, Siguler Guff Advisers and affiliates
and Advisory Director since 1995; Managing Director of Mitchell Hutchins
c/o Siguler Guff Advisers Institutional Investors from 1991 to 1995; Director and
Rockefeller Center President of Associated Capital Advisers, Inc. (investment
630 Fifth Avenue, 16th Floor management firm) from 1990 through 1991 and Vice
New York, NY 10111 Chairman and a director of Monarch Capital Corporation
(financial services holding company) from 1984 through
1991; Director, NovaCare Inc.
Michael G. McAffery, Advisory Director 44 President and Chief Executive Officer, and other
c/o BancBoston Robertson Stephens, Inc. positions, with BancBoston Robertson Stephens, Inc. and
555 California Street, 2600 its predecessor companies since 1988.
San Francisco, CA 94104
Patricia A. Breshears, Vice President and 62 Vice President, Westech Investment Advisors since 1994;
Secretary Administrator and Corporate Secretary, Western
c/o Westech Investment Advisors Technology Investments since 1984.
2010 North First Street, Suite 310,
San Jose, CA 95131
Donald P. Spencer, Vice President and 43 Managing Director, Siguler Guff Advisers and affiliates
Assistant Secretary since 1995; Senior Vice President (and other positions),
c/o Siguler Guff Advisers Mitchell Hutchins Institutional Investors and affiliates
Rockefeller Center from 1989 to 1995.
630 Fifth Avenue, 16th Floor
New York, NY 10111
</TABLE>
5
<PAGE>
The Fund's By-Laws provide that the Board of Directors may appoint one or
more Advisory Directors of the Fund. An Advisory Director attends all meetings
of the Board of Directors and provides advice and assistance to the Directors as
requested. An Advisory Director does not, however, vote on any matters to be
acted upon by the Board of Directors. George W. Siguler and Michael McAffery
are the Advisory Directors of the Fund.
ANNUAL REPORTS. The Fund will furnish, without charge, copies of its
Annual Report, and subsequent quarterly reports, upon request to the Fund at
2010 North First Street, Suite 310, San Jose, CA 95131.
SUBMISSION OF SHAREHOLDER PROPOSALS. Shareholders wishing to submit
proposals for inclusion in a proxy statement for a subsequent shareholders'
meeting should send their written proposals to the Secretary of the Fund, at
2010 North First Street, Suite 310, San Jose, CA 95131. To be included in the
proxy for the next Annual Meeting of Shareholders, proposals should be received
prior to July 31, 1999.
OTHER MATTERS TO COME BEFORE THE MEETING. The Fund does not intend to
present any other business at the Meeting, nor is it aware of any shareholder
that intends to do so. If, however, any other matters are properly brought
before the Meeting, the persons named in the accompanying proxy will vote
thereon in accordance with their judgment.
October 3, 1998
6
<PAGE>
ANNEX A
BENEFICIAL OWNERSHIP OF FUND SHARES
BENEFICIAL OWNERS OF MORE THAN 5% OF THE FUND'S SHARES AS OF THE RECORD DATE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NAME AND ADDRESS OF SHAREHOLDER* NUMBER AND PERCENTAGE OF SHARES
BENEFICIALLY OWNED
- --------------------------------------------------------------------------------
<S> <C>
Leland Stanford University 3,000; 13.64%
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Northern Trust, as Custodian for San 2,000; 9.09%
Antonio Fire & Police Pension Fund
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Warner-Lambert Master Trust 2,000; 9.09%
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University of Notre Dame 1,600; 7.27%
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</TABLE>
* Each of the shareholders listed in this Annex may be contacted c/o Westech
Investment Advisors, Inc., 2010 North First Street, Suite 310, San Jose, CA
95131.
BENEFICIAL OWNERSHIP OF FUND SHARES BY FUND DIRECTORS AND EXECUTIVE OFFICERS ON
SEPTEMBER 30, 1998
No director or executive officer of the Fund owns in excess of 1% of the
Shares outstanding. Westech Investment Advisors, all the stock of which is
owned by Messrs. Ronald W. Swenson and Salvador O. Gutierrez, directors of the
Fund, owned 100 Shares. Mr. Salvador O. Gutierrez along with family members
owned 30.616 Shares. Mr. George W. Siguler, an executive officer and Advisory
Director of the Fund, owned 70 Shares through a retirement account and 10 Shares
in a non-retirement account. Trusts for the benefit of Mr. Siguler's minor
children held 40 Shares in the aggregate. Mr. Donald Spencer, an executive
officer of the Fund, owned 2 Shares jointly with his wife. Siguler Guff &
Company L.L.C., which is owned 45% by Mr. George W. Siguler and 10% by Mr.
Donald Spencer, owned 30 shares.
WTI Ventures, all the stock of which is owned by Mr. S. Allan Johnson, a
director of the Fund, owned 20 Shares. Mr. Arthur Aeder, a director of the Fund
owned 10 Shares.
<PAGE>
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SHAREHOLDER NAME:
NUMBER OF SHARES:
- -----------------------------------------------------------------
PROXY
VENTURE LENDING & LEASING II, INC.
ANNUAL MEETING OF SHAREHOLDERS - NOVEMBER 11, 1998
The undersigned hereby appoints as proxies Salvador O. Gutierrez, George W.
Siguler and Ronald W. Swenson and each of them (with power of substitution) to
vote for the undersigned all shares of Common Stock, $0.001 par value ("Shares")
of the undersigned at the aforesaid meeting and any adjournment thereof with all
the power the undersigned would have if personally present. The Shares
represented by this proxy will be voted as instructed. UNLESS OTHERWISE
INDICATED TO THE CONTRARY, THIS PROXY SHALL BE DEEMED TO GRANT AUTHORITY TO VOTE
"FOR" ALL PROPOSALS. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF VENTURE LENDING & LEASING, INC.
Please sign and date this proxy and return it in the enclosed envelope to
Siguler Guff Advisers, L.L.C., Rockefeller Center, 630 Fifth Avenue, 16th Floor,
New York, NY 10111.
Please indicate your vote by an "X" in the appropriate box below. The Board of
Directors recommends a vote "FOR" each of the proposals below.
Election of Arthur Aeder, Salvador O. Gutierrez, FOR WITHHOLD
S. Allan Johnson, Louis Moelchert, and Ronald W.
Swenson as Directors of the Fund
(strike out names of an individual nominee to ------ ------
withhold authority to vote for that nominee)
Ratification of the selection of Arthur Andersen FOR AGAINST ABSTAIN
LLP as the Fund's independent auditors
------ ------ ------
If Shares are held jointly, each Shareholder named should sign. If only one
signs, his or her signature will be binding. If the Shareholder is a
corporation, the President or Vice President should sign in his or her own name,
indicating title. If the Shareholder is a partnership, a partner should sign in
his or her own name, indicating that he or she is a "Partner." If the
Shareholder is a trust, an authorized officer of the Trustee should sign,
indicating title.
Please sign exactly as the Shares are registered
(indicated below)
--------------------------------------------
(Signature of Shareholder; indicate name and
title below if applicable)
--------------------------------------------
(Signature of joint Shareholder, if any)
Dated , 1998
--------------
