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240.14a-12
BANDO McGLOCKLIN CAPITAL CORPORATION
(Name of Registrant as Specified in its Charter)
BANDO McGLOCKLIN CAPITAL CORPORATION
(Name of person(s) Filing Proxy Statement)
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[Bando McGlocklin Capital Corporation Letterhead]
November 27, 1996
To the Shareholders of
Bando McGlocklin Capital Corporation:
You should have received recently a Proxy Statement and Proxy
for the 1996 Annual Meeting of the Company, which will be held on
December 17, 1996. This meeting will address several issues of great
importance to the future of the Company. I strongly urge you to sign,
date and return the enclosed Proxy if you have not already returned the
Proxy that was sent with your Proxy Statement.
At the Annual Meeting, the shareholders of the Company will
consider proposals to (i) elect directors, (ii) ratify the selection of
auditors, (iii) deregister the Company and its wholly owned subsidiary
Bando McGlocklin Small Business Investment Corporation ("BMSBIC") as
investment companies, (iv) rescind the fundamental investment policies of
the Company and BMSBIC, and (v) amend the articles of incorporation of the
Company to eliminate all provisions relating to its status as an
investment company.
Your Board of Directors has carefully considered these proposals
and believes that these proposals are in the best interests of the Company
and its shareholders. Therefore, the Board recommends that you vote "FOR"
each of the items on the enclosed Proxy.
Very truly yours,
/s/ George Schonath
George R. Schonath
Chairman of the Board and
Chief Executive Officer
