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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 3 )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ]
Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule
14a-11(c) or Rule 14a-12
GRIFFIN INDUSTRIES, INC.
1111 Third Avenue, Suite 2500
Seattle, Washington 98101
(206) 326-8090
(Names of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed 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:
- - SEPTEMBER 1998 -
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PRELIMINARY COPY
GRIFFIN INDUSTRIES, INC.
1111 THIRD AVENUE, SUITE 2500
SEATTLE, WASHINGTON 98101
SEPTEMBER 15, 1998
DEAR FELLOW SHAREHOLDER:
Griffin Indusries, Inc. is holding a special meeting of shareholders on
October 12, 1998 for the purpose of voting on whether the company should
withdraw from being regulated as a business development company and thereby no
longer be subject to the Investment Company Act of 1940. By withdrawing from its
status as a business development company, Griffin Industries, Inc. will
thereafter be treated as an ordinary "C" corporation. The implications of
withdrawing from this status are clearly outlined in this proxy statement that
is enclosed with this letter.
The Board of Directors recommend that it is in the best interests of the
Company to withdraw from this previous election. The Boards reasons for
recommending such an action is more fully described also in the accompanying
proxy statement.
This recommendation is consistent with our current intention to proceed
with an IPO of Griffin shares and to focus in one of the industries that we said
we were going to explore for investments. In order to rescind our status as a
Business Development Company it requires a shareholder vote. Attached is the
Notice and Proxy Statement for the Special Meeting which describes the matter on
which you, the Shareholder, are being asked to vote. THE COMPANY'S BOARD
UNAMINOUSLY RECOMMENDS THAT YOU APPROVE THIS PROPOSAL.
Please read the information carefully and vote on this matter accordingly,
and return the enclosed proxy card to our offices. Enclosed is a self addressed
stamped envelope for your convenience. Place your proxy card in the envelope in
the envelope and mail it at the earliest possible date.
Thank you for your prompt attention to this matter. You may contact Mr.
Glen Santha at (206) 326-8090 if you have any questions.
Sincerely,
/s/ Landon Barretto
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Landon Barretto
Chairman of the Board
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IMPORTANT NOTICE
TO GRIFFIN INDUSTRIES, INC.
COMMON STOCK SHAREHOLDERS
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[QUESTIONS & ANSWERS]
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Although we recommend you read the complete proxy statement, for your
convenience, we've provided a brief overview of the issues to be voted on.
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[Q] WHY IS A SHAREHOLDER MEETING BEING HELD?
[A] Because Griffin Industries, Inc. is seeking to change its status from
that of a business development company which is an investment company regulated
by the Investment Company Act of 1940, to that of an ordinary corporation. The
Securities and Exchange Commission requires that such a status change
necessitates a vote of the shareholders.
[Q] WHAT PROPOSALS WILL BE VOTED ON?
[A] You are being asked to ratify the election of Griffin Industries to
withdraw from the status of being regulated as a business development company
and no longer be subject to certain provisions of the Investment Company Act of
1940. The impact of this change of status in terms of how it relates to your
share ownership is outlined in Proposal No. 1.
[Q] WILL MY VOTE MAKE A DIFFERENCE?
[A] Yes! Your vote is important and will make a difference in the
development of your Company, no matter how many shares you own.
[Q] HOW DOES THE BOARD OF DIRECTORS RECOMMEND THAT I VOTE?
[A] They recommend that you vote "For" each proposal on the enclosed proxy
card.
[Q] WHERE DO I CALL FOR MORE INFORMATION?
[A] Please call Griffin Industries at (206) 326-8090 from 8:00 a.m. to 5:00
p.m. Pacific Time, Monday through Friday.
[Q] DO I HAVE THE RIGHT TO VOTE?
[A] Yes, if you currently are and were a shareholder of Griffin Industries
common stock at or before July 24, 1998.
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ABOUT THE PROXY CARD
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Please vote on each issue using blue or black ink to mark an X in one of the
boxes provided on the proxy card.
APPROVAL FOR WITHDRAWING FROM BDC STATUS - mark "For", "Against" or "Abstain"
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[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
<TABLE>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
1. As to the proposal to elect to withdraw [ ] [ ] [ ]
from BDC status and no longer be subject
to Sections 55 through 65 of the Investment
Company Act of 1940
Please be sure to sign and date this Proxy. Date_________
Shareholder sign here ________________ Co-owner sign here ____________
Give the amount of Griffin Industries common stock owned as of the Record
Date: ________
</TABLE>
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GRIFFIN INDUSTRIES
1111 Third Avenue, Suite 2500
Seattle, Washington 98101
(206) 326-8090
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD October 12, 1998
Notice is hereby given to the holders of common shares of beneficial
interest ("Common Shares") of Griffin Industries, Inc. ("Griffin" or "Company")
to the attached Proxy Statement that a Special Meeting of the Shareholders of
Griffin (the "Meeting") will be held at the offices of Griffin Industries, Inc.,
1111 Third Avenue, Suite 2500, Seattle, Washington, 98101 on Monday, October 12,
1998, at 9:00 a.m. for the following purposes:
1. To seek approval from a majority of the outstanding shareholders present
or entitled to vote via proxy, for Griffin Industries, Inc. to withdraw from
being regulated as a business development company and thereby be no longer
subject to Sections 55 through 65 of the Investment Company Act of 1940.
2. To transact such other business as may properly come before the Meeting.
Holders of record of the Common Shares of Griffin Industries at the close
of business on July 24, 1998 are entitled to notice of, and to vote at, the
Meeting and any adjournment thereof.
By order of the Board of Directors
RON AGUILAR, Corporate Secretary
September 15, 1998
THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT
QUARTERLY REPORT TO A SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE
DIRECTED TO GRIFFIN INDUSTRIES BY CALLING 1-206-326-8090 OR BY WRITING TO THE
COMPANY AT 1111 THIRD AVENUE, SUITE 2500, SEATTLE, WASHINGTON 98101.
SHAREHOLDERS OF THE COMPANY ARE INVITED TO ATTEND THE MEETING IN PERSON. IF
YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE INDICATE YOUR VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY CARD WITH RESPECT TO WHETHER YOU WERE A
SHAREHOLDER AS OF THE RECORD DATE, DATE AND SIGN SUCH PROXY CARD(S), AND RETURN
IT (THEM) IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND
NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK
THAT YOU MAIL YOUR PROXY PROMPTLY.
THE BOARD OF DIRECTORS OF GRIFFIN INDUSTRIES RECOMMENDS THAT YOU CAST YOUR
VOTE:
- - FOR approval that Griffin Industries withdraw its previous election to be
regulated as a business development company under the Investment Company Act of
1940.
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--PROXY STATEMENT--
YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR PROXY CARD(S) PROMPTLY NO MATTER
HOW MANY SHARES YOU OWN.
Send your Proxy Card to:
PROXY STATEMENT
GRIFFIN INDUSTRIES
1111 Third Avenue, Suite 2500
Seattle, Washington 98101
(206) 326-8090
September 15, 1998
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors (the "Directors" or the "Board") of Griffin Industries,
Inc. ("Griffin" or "Company") of proxies to be voted at a Special Meeting of
Shareholders of the Company, and all adjournments thereof (the "Meeting"), to be
held at the offices of the Company at 1111 Third Avenue, Suite 2500, Seattle,
Washington, 98101 on Monday, October 12, 1998, at 9:00 a.m.
The Meeting will be a special shareholders meeting of the Company. The
approximate mailing date of a Definitive Proxy Statement and accompanying form
of proxy is September 28, 1998.
Participating in the Meeting are beneficial holders of common shares of the
Company (the "Common Shares"). The Meeting is scheduled as a special meeting of
the shareholders of the Company because the shareholders are expected to
consider and vote on matters being presented.
The Board has fixed the close of business on July 24, 1998 as the record
date (the "Record Date") for the determination of holders of Common Shares
entitled to vote at the Meeting. The number of issued and outstanding Common
Shares is 2,175,300 as of the Record Date to this Proxy Statement.
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VOTING
Shareholders of the Company on the Record Date will be entitled to one vote
per Common Share with respect to each proposal submitted to the shareholders of
the Company, with no Share having cumulative voting rights. The voting
requirement for passage of a particular proposal depends on the nature of the
proposal.
With to the Proposal, the affirmative vote, the lesser of (a) at least 67%
of the Common Shares of the Company present at the Meeting in person or by proxy
or (b) at least 50% of the total issued and outstanding Common Shares is
required to approve the withdrawal by the Company of continuing to be regulated
as a business development company and subject to Sections 55 through 65 of the
Investment Company Act of 1940. ("BDC status")
The Board of Directors of Griffin Industries recommends that you cast your
vote:
- FOR APPROVAL to withdraw from election of BDC status by the Company.
All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon. Proxies
received prior to the Meeting on which no vote is indicated will be voted "FOR"
each proposal as to which it is entitled to vote. Abstention and broker
non-votes will be deemed "votes cast" with respect to such proposal, and such
Common Shares will be counted as present for the purpose of determining a
quorum. A majority of the outstanding Common Shares of the Company must be
present in person or by proxy to have a quorum for the Company to conduct
business at the Meeting.
Shareholders who execute proxies may revoke them at any time before they
are voted by filing with the Company a written notice of revocation, by
delivering a duly executed proxy bearing a later date or by attending the
Meeting and voting in person.
<PAGE>
The Company knows of no business other than that mentioned in the Proposal
of the Notice that will be presented for consideration at the Meeting. If any
other matters are properly presented, it is the intention of the persons named
on enclosed proxy to vote proxies in accordance with their best judgment. In the
event a quorum is present at the Meeting but sufficient votes to approve any of
the proposals of the Company are not received, the persons named as proxies may
propose one or more adjournments of the Meeting with respect to such proposal to
permit further solicitation of proxies, provided they determine that such an
adjournment and additional solicitation is reasonable and in the interest of
shareholders based on a consideration of all relevant factors, including the
nature of the relevant proposal, the percentage of votes then cast, the
percentage of negative votes then cast, the nature of the proposed solicitation
activities and the nature of the reasons for such further solicitation.
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PROPOSAL 1: WITHDRAWAL OF BUSINESS DEVELOPMENT COMPANY STATUS
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On February 3, 1998, the Company elected to be regulated as a business
development company and to be subject to Sections 55 through 65 of the
Investment Company Act of 1940, by filing a properly executed notice of such
election pursuant to Form N-54A with the Securities and Exchange Commission.
Within its offering memorandum dated November 5, 1997 filed on October 23, 1997
on Form 1-E pursuant to Regulation E of the Securities Act of 1933 and its
subsequent private placement offering memorandum dated filed on April 23, 1998
on Form D pursuant to Regulation D of the Securities Act of 1933 (jointly
referred to as the "Offerings"), the Company stated that its principal business
objective was to invest in a diverse portfolio of eligible portfolio companies
that were within three distinct industries, the heavy construction equipment
rental and distribution industry, temporary and permanent staffing companies and
companies involved in information technology. The proceeds raised in the
Offerings were sought to acquire controlling interests or the rights to acquire
a controlling interest (where a "controlling interest" is defined as greater
than twenty five percent of the issued capital stock) in each of several
eligible portfolio companies in these three industries in exchange for cash
and/or Griffin common stock or other asset(s) held by Griffin. However, Griffin
Industries, Inc. has realigned its focus by limiting its business plan to just
acquiring companies in the heavy construction equipment rental and distribution
industry, acting as a holding company to perform a roll up or consolidation in
this industry. Because Griffin will no longer be diversified in more than one
industry nor have interests of less than 25% of the total outstanding stock of
companies within the equipment rental and distribution industry, it will not
qualify for the favorable pass-through tax treatment afforded a "registered
investment company" or a diversified closed end management investment company.
To qualify as a RIC, the Company must distribute to its shareholders for
each taxable year at least 90% of its investment company taxable income
(consisting generally of net investment income and net short-term capital gain)
("Distribution Requirement") and must meet several additional requirements.
Among the requirements are the following: (a) the Company must derive at least
90% of its gross income each taxable year from dividends, interest, payments
with respect to loans of securities and gains from the sale or other disposition
of securities or other income derived with respect to its business of investing
in securities ("Income Requirement"); (b) the Company must derive less than 30%
of its gross income each taxable year from gains from the sale or other
disposition of securities held for less than three months; (c) the Company must
diversify its assets so that, at the close of each quarter of the Company's
taxable year, (i) not more than 25% of the market value of its total assets is
invested in the securities of a single issuer or in the securities of two or
more issuers that the Company controls and that are engaged in the same or
similar trades or businesses or related trades or businesses and (ii) at least
50% of the market value of its total assets is represented by cash, cash items,
government securities, securities of other RICs and other securities (with each
investment in such other securities limited so that not more than 5% of the
market value of the Company's total assets is invested in the securities of a
single issuer and the Company does not own more than 10% of the outstanding
voting securities of a single issuer) ("Diversification Requirement"); and (d)
the Company must file an election to be treated as a RIC. If, after initially
qualifying as a RIC, the Company fails to qualify for treatment as a RIC for a
taxable year, it would be taxed as an ordinary corporation on its taxable income
for that year and all distributions out of its earnings and profits would be
taxable to shareholders as dividends (that is, ordinary income). In such a case,
there may be substantial tax and other costs associated with re-qualifying as a
RIC. Although there is substantial uncertainty on several relevant issues, if
the Administration's proposal were enacted and in effect as of the date the
Company were to attempt to requalify as a RIC, the Company could be subject to
the tax consequences described above if such legislation were to apply to a
re-election of a previously disqualified RIC.
<PAGE>
The Board of Directors believe that it is in the best interest of the
Company and of its shareholders that the Company elect out of business
development company status and no longer be subject to Sections 55 through 65 of
the Investment Company Act of 1940. ("1940 Act")
As a BDC, Griffin must invest at least 70% of its total assets in
Qualifying Assets consisting of eligible portfolio companies and certain other
assets including cash and cash equivalents. In order to receive favorable
pass-through tax treatment on its distributions to its shareholders, the Company
needs to diversify its pool of investments in such a manner so as to qualify as
a diversified closed end management investment company. However, because of
recent developments the Company will most likely not be diversified sufficiently
to receive favorable pass-through tax treatment.
The Board of Directors of the Company have determined that it would be in
the best interests of the Company to act as a platform or holding company that
will acquire one hundred percent controlling interests in several separate
companies that are within the construction equipment rental and distribution
industry. By limiting its business objectives to performing such a roll up
transaction within the construction equipment rental and distribution industry,
the Board of Directors of Griffin Industries has determined that it would not be
in the best interests to continue to elect to be regulated as a business
development company and thereby be subject to the 1940 Act. Because the Company
has refocused its business objectives in performing a consolidation in the
equipment rental and distribution industry, the Company is limited in its
ability to qualify as a Registered Investment Company or "RIC", a former
objective while the Company was regulated as a BDC.
Thus, as a result of the Company's newer business objective of acting as
the platform company to perform a consolidation in the construction equipment
rental and distribution industry, the Company is unlikely to qualify now or in
the near future to be regulated as, or receive the favorable pass through tax
treatment available to investment companies that qualify as a Registered
Investment Company.
The probable impact to you the shareholder, of Griffin's election to
withdraw from being regulated as a business development company is that, in so
doing, the Company will no longer be subject to the more restricted provisions
placed on investment companies by the 1940 Act concerning transactions with
certain affiliates and other related parties to the Company. As a result,
shareholders will no longer have the added security of having the Securities and
Exchange Commission ("SEC") review and accept or reject a proposed affiliated
party transaction prior to its implementation, as required by business
development companies. However, traditional "C" corporations that enter
transactions with affiliates do not have transactions reviewed and accepted or
rejected by the SEC prior to entering such transactions. Please be aware that if
the proposal is passed by receiving a sufficient amount of votes as indicated
herein, the Company will be taxed as an ordinary corporation on its taxable
income and accordingly, potential dividend distributions of the Company's
surplus income and profits is likely to be decreased as a result.
SHAREHOLDER APPROVAL
The shareholders of common stock of Griffin Industries, Inc. are entitled
to vote on this proposal. The Investment Company Act of 1940 requires that the
vote of a majority of the outstanding voting securities of a company means the
vote, at the annual or a special meeting of the security holders of such company
duly called, (A) of 67 percentum or more of the voting securities present at
such meeting, if the holders of more than 50 percentum of the outstanding voting
securities of such company are present or represented by proxy; or (B) of more
than 50 percentum of the outstanding voting securities of such company,
whichever is less. The affirmative vote of a majority of the common stock
present at the Meeting in person or by proxy is required to ratify the election
to withdraw from BDC status. THE BOARD OF DIRECTORS RECOMMEND A VOTE "FOR" THIS
PROPOSAL.
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DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1999 Annual
Meeting of Stockholders must be received by the Company at its principle
executive office in Seattle, Washington not later than December 14, 1998 for
inclusion in the proxy statement.
ADDITIONAL MATTERS
At the date hereof, there are no other matters which the Board of Directors
intends to present or has reason to believe others will present at the meeting.
However, if any other matter should be presented, the persons named in the
accompanying proxy will vote according to their best judgment in the interest of
Griffin with respect to such matters.
Dated: Sepetember 15, 1998 /s/ Ron Aguilar
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Ron Aguilar
Corporate Secretary
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