<PAGE> 1
Total # of Pages: 36
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1996
--------------------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from None to None
------------- ----------
Commission file number 0-12935
-----------------------------------------------------
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<Caption
<S> <C>
DELAWARE 84-0958632
- ---------------------------- ------------------------------------
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
77 West Wacker Drive, Chicago, Illinois 60601
- ---------------------------------------------- --------------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code (312) 574-6000
-------------------
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
<S> <C>
Name of each exchange on
Title of each class which registered
------------------- ----------------
None None
- ------------------------------------- ------------------------
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
- --------------------------------------------------------------------------------
(Title of each class)
Indicate by check mark if disclosure of delinquent filers pursuant to item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. (X)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. X Yes No
----- -----
At March 14, 1997, 10,625 Units of Limited Partner Interest ("Units") were held
by non-affiliates of the Registrant. No trading market exists for the Units.
<PAGE> 2
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the prospectus (the "Prospectus") of the Registrant dated
January 27, 1984, as supplemented on March 5, 1984, are incorporated by
reference in Part I and Part II hereof.
INDEX
Page
----
Documents Incorporated by Reference 2
PART I
------
Item 1. Business 3
Item 2. Properties 6
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of Holders 7
of Limited Partnership Interests
PART II
-------
Item 5. Market for the Registrant's Limited Partnership
Interests and Related Limited Partner Matters 7
Item 6. Selected Financial Data 8
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 8. Financial Statements and Supplementary Data 11
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 23
PART III
--------
Item 10. Directors and Executive Officers of the Registrant 23
Item 11. Executive Compensation 30
Item 12. Security Ownership of Certain Beneficial Owners
and Management 33
Item 13. Certain Relationships and Related Transactions 33
PART IV
-------
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 34
SIGNATURES 35
2
<PAGE> 3
Part I
------
Item 1. Business
--------
Formation
- ---------
Boettcher Venture Capital Partners, L.P. (the "Partnership" or the
"Registrant") is a Delaware limited partnership organized on September 22,
1983. The Registrant commenced operations during 1984 following the completion
of its public offering in which 10,690 units of Limited Partner interests (the
"Units") were sold for $10,690,000. From September 22, 1983 until August 31,
1990 the Managing General Partner of the Partnership was Boettcher & Co., Inc.,
an indirect wholly-owned subsidiary of Kemper Financial Companies, Inc.
("KFC"). Effective August 31, 1990, Boettcher was merged with and into Kemper
Securities, Inc., a Delaware corporation ("KSI" or the "Managing General
Partner"). KSI is a wholly-owned subsidiary of Kemper Securities Holdings,
Inc. ("KSHI"), which was a wholly-owned subsidiary of KFC. On September 13,
1995, all of the outstanding common stock of KSHI was acquired by EVEREN
Capital Corporation. Subsequently, KSHI and KSI changed their names to EVEREN
Securities Holdings, Inc. and EVEREN Securities, Inc., ("EVEREN Securities"),
respectively. This change in ownership has not had an impact on the operations
of the Partnership. EVEREN Securities, through both its own resources and
outside consultants, provides the Partnership with certain investment advisory
services with respect to the companies in which the Partnership has remaining
investments, as well as certain managerial and administrative functions with
respect to the Partnership's daily operations. EVEREN Securities and four
individuals (the "Individual General Partners") act as the General Partners of
the Partnership.
The Partnership has elected to operate as a business development company
under the Investment Company Act of 1940. The Partnership's investment
objective has been to achieve capital appreciation through equity and
equity-related investments in small to medium-sized companies that the Managing
General Partner believes demonstrate the opportunity for superior growth or
have unrecognized earnings potential or asset value. The Partnership considers
this activity to constitute a single industry segment of venture capital
investing.
The Partnership completed making new investments in 1989. Since then it
has continued to be actively involved in providing managerial and other
assistance to companies in its portfolio of venture capital investments
("Portfolio Companies") and also has made follow-on investments in certain of
those Portfolio Companies. From time to time, the Partnership has liquidated
its holdings in certain of the Portfolio Companies and subsequently distributed
proceeds to limited partners and the Managing General Partner. It is the
Partnership's intent to liquidate its remaining investments as promptly as
market conditions allow and subsequently dissolve.
The information set forth under the captions "Risk Factors" (pages 6
through 9), "Investment Strategy and Proposed Activities" (pages 10 through 13)
and "Management of the Partnership" (pages 13 through 18) in the prospectus of
the Partnership dated January 27, 1984 filed with the Securities and Exchange
Commission pursuant to Rule 424 (b) under the Securities Act of 1933 (the "1933
Act"), as supplemented by supplement thereto dated March 5, 1984 filed pursuant
to Rule 424 (c) under the 1933 Act (the "Prospectus"), is incorporated herein
by reference.
3
<PAGE> 4
The Venture Capital Investments
- -------------------------------
Since inception, the Partnership has made investments in sixteen Portfolio
Companies; of which three remain at December 31, 1996.
The description of the investments of the Partnership in McData
Corporation and BBE Sound, Inc. (formerly Barcus-Berry Electronics) set forth
in Item 5 of Part II of the Partnership's Quarterly Report on Form 10-Q for the
quarter ended July 31, 1985 is incorporated herein by reference.
The description of an additional investment in BBE Sound, Inc. set forth
in Item 1 of Part I of the Partnership's Annual Report on Form 10-K for the
fiscal year ended October 31, 1985 is incorporated herein by reference.
The description of the investment of the Partnership in Proxima
Corporation (formerly Computer Accessories Corporation) set forth in Note 5 of
Item 8 of part II of the Partnership's Annual Report on Form 10-K for the
fiscal year ended October 31, 1985 is incorporated herein by reference.
The description of the investment of the Partnership in Micro
Decisionware, Inc. set forth in Item 5 of Part II of the Partnership's
Quarterly Report on Form 10-Q for the Partnership's quarter ended April 30,
1986 is incorporated herein by reference.
The description of the investments of the Partnership in INTERLINQ
Software Corporation and Sysgen, Inc., set forth in Item 1 of Part I of the
Partnership's Annual Report on Form 10-K for the fiscal year ended October 31,
1986 is incorporated herein by reference.
The description of additional investments in McData Corporation and
INTERLINQ Software Corporation set forth in Note 3 of Item 1 of Part I of the
Partnership's Quarterly Report on Form 10-Q for the quarter ended January 31,
1987 is incorporated herein by reference.
The description of the Partnership's additional investments in INTERLINQ
Software Corporation, BBE Sound, Inc., and Micro Decisionware, Inc. set forth
in Note 3 of Item 1 of Part I of the Partnership`s Quarterly Report on Form
10-Q for the quarter ended April 30, 1987 is incorporated herein by reference.
The description of the investment of the Partnership in Media Security,
Inc. set forth in Item 5 of Part II and additional investments in INTERLINQ
Software Corporation set forth in Note 3 of Item 1 of Part I of the
Partnership's Quarterly Report on Form 10-Q for the quarter ended July 31, 1987
is incorporated herein by reference.
The description of the Partnership's investment in PST Enterprises, Inc.,
(now known as PTR & L Holding Corporation) and additional investments in Media
Security, Inc., INTERLINQ Software Corporation and Micro Decisionware, Inc., set
forth in Note 2 of Item 1 of Part I of the Partnership's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1988, is incorporated herein by
reference.
The description of the Partnership's additional investments in INTERLINQ
Software Corporation and Micro Decisionware, Inc., set forth in Note 2 of Item 1
of Part I of the
4
<PAGE> 5
Partnership's Quarterly Report on Form 10-Q for the quarter ended September 30,
1988, is incorporated herein by reference.
The description of the additional investments in Micro Decisionware, Inc.,
Media Security, Inc. and BBE Sound, Inc. set forth in Item 1 of Part II of the
Partnership's Annual Report on form 10-K for the year ended December 31, 1988
is incorporated herein by reference.
The description of the investment of the Partnership in Coleman Natural
Holdings Corp. (formerly Coleman Natural Meats, Inc.) and additional
investments in Media Security, Inc. set forth in Item 1 of Part I of the
Partnership's Quarterly Report on form 10-Q for the quarter ended March 31,
1989 is incorporated herein by reference.
The description of the Partnership's additional investment in Media
Security, Inc. set forth in Item 1 of Part I of the Partnership's Quarterly
Report on form 10-Q for the quarter ended June 30, 1989 is incorporated herein
by reference.
The description of the Partnership's additional investment in Sysgen, Inc.
set forth in Item 1 of Part I of the Partnership's Quarterly Report on form
10-Q for the quarter ended June 30, 1990 is incorporated herein by reference.
The description of the Partnership's additional investment in Coleman
Natural Holdings Corp. set forth in Item 1 of Part I of the Partnership's
Annual Report on Form 10-K for the fiscal year ended December 31, 1990 is
incorporated herein by reference.
The description of the Partnership's additional investment in Media
Security, Inc. set forth in Item 1 of Part I of the Partnership's Quarterly
Report on form 10-Q for the quarter ended June 30, 1991 is incorporated herein
by reference.
The description of the Partnership's additional investments in Coleman
Natural Holdings Corp. and PST Enterprises, Inc. set forth in Item 1 of Part I
of the Partnership's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1991 is incorporated herein by reference.
The description of the Partnership's additional investment in INTERLINQ
Software Corporation set forth in Item 3 Part I of the Partnership's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1992 is incorporated herein
by reference.
The description of the Partnership's additional investment in INTERLINQ
Software Corporation set forth in Item 3 Part I of the Partnership's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1992 is incorporated herein
by reference.
The description of the Partnership's additional investment in Micro
Decisionware, Inc. and Sysgen, Inc. set forth in Item 3 Part I of the
Partnership's Quarterly Report on Form 10-Q for the quarter ended September 30,
1992 is incorporated herein by reference.
The description of the Partnership's additional investment in Proxima
Corporation set forth in Item 1 of Part I of the Partnership's Annual Report on
Form 10-K for the fiscal year ended December 31, 1992 is incorporated herein by
reference.
5
<PAGE> 6
The description of the Partnership's additional investment in Coleman
Natural Holdings Corp. set forth in Item 1 of Part I of the Partnership's
Annual Report on Form 10-K for the fiscal year ended December 31, 1993 is
incorporated herein by reference.
The description of the Partnership's additional investment in Coleman
Natural Holdings Corp., transactions in Sybase, Inc. common stock, collection
of principal payments from PTR&L Holdings and liquidation of its position in
Proxima Corporation set forth in Item 1 of Part I of the Partnership's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994 is incorporated
herein by reference.
The description of the Partnership's final collection of principal
payments from PTR & L Holdings Corporation and the receipt of additional
dividends on its investment in Series A preferred stock from Coleman Natural
Products, Inc. set forth in Item 1 of Part 1 of the Partnership's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995 is incorporated herein
by reference.
The Partnership liquidated approximately half of its position in INTERLINQ
Software Corporation in the fourth quarter of 1996. The shares were sold in
the open market for net proceeds of $955,172 which represented a net realized
gain to the Partnership of $738,160.
During fiscal 1996 the Partnership continued to receive paid-in-kind
dividends from its investment in Series A preferred stock of Coleman Natural
Products, Inc. ("Coleman"). This resulted in an increase of $20,870 in the
Partnership's investment in Coleman.
For additional information regarding the Partnership's investments, see
Note 2 of the Notes to Financial Statements as contained in Item 8 of this
report.
Competition
- -----------
During the time it was making new investments, the Partnership encountered
competition from other entities having similar investment objectives, including
venture capital partnerships and corporations, venture capital affiliates of
large industrial and financial companies, small business investment companies,
wealthy individuals, foreign investors and large industrial and financial
companies investing directly rather than through venture capital affiliates.
Because the Partnership has ceased making new investments it no longer is
competing with these investors. However, in seeking to liquidate its existing
investments, the Partnership and its Portfolio Companies will be competing with
other companies and their investors that are seeking liquidity through vehicles
such as a sale, merger, registered public offering or private placement.
Employees
- ---------
The Partnership has no employees. The Managing General Partner, subject
to the supervision of the Individual General Partners, is responsible for
managing and controlling the Partnership's venture capital investments.
Item 2. Properties
----------
The Partnership does not own or lease physical properties.
Item 3. Legal Proceedings
-----------------
The Partnership is not a party to any legal proceedings.
6
<PAGE> 7
Item 4. Submission of Matters to a Vote of Holders of Limited Partnership
-----------------------------------------------------------------
Interests
---------
Not Applicable.
PART II
-------
Item 5. Market for the Registrant's Limited Partnership Interests and Related
---------------------------------------------------------------------
Limited Partner Matters
-----------------------
The information with respect to the market for the Units set forth under
the subcaption "No Market for Units" on page 8 of the Prospectus is
incorporated herein by reference. There is no established public trading
market for the Units as of December 31, 1996 and none is expected to develop.
The number of holders of Units as of December 31, 1996 is 1,589. The
Managing General Partner and the four Individual General Partners of the
Partnership also hold interests in the Partnership.
For information regarding the Partnership's distribution see Note 5 of the
Notes to Financial Statements as contained in Item 8 of this report.
7
<PAGE> 8
Item 6. Selected Financial Data
The selected financial data set forth below, should be read in conjunction
with the Financial Statements of the Partnership contained herein and the
respective notes thereto, and the Management's Discussion and Analysis of
Financial Condition and Results of Operations appearing below.
As of and For the Period Ended
------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C>
12/31/96 12/31/95 12/31/94 12/31/93 12/31/92
---------- ---------- ---------- ---------- ----------
Net Investment
Loss $ (102,213) $ (145,515) $ (215,199) $ (296,837) $ (264,085)
Net Investment
Loss Per Unit
of Limited
Partner Interest(a) $ (9.56) (13.61) (20.12) (27.76) (24.69)
Net Increase
(Decrease) in Net
Assets Resulting
from Operations $ 487,183 (380,084) 640,967 2,283,520 521,643
Total Assets $3,111,168 2,644,943 3,017,436 5,521,018 5,547,800
Net Asset Value
Per Unit of Limited
Partnership Interest
(Including
Unrealized
Appreciation/
(Depreciation))(a) $ 287.16 241.61 277.15 510.26 511.73
Distribution per
unit of Limited
Partnership
Interest (a) $ -0- -0- 265.00 215.00 -0-
</TABLE>
(a) Per Unit data is based on the actual Units outstanding during each year of
10,694.
8
<PAGE> 9
Item. 7 Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations
---------------------
Liquidity and Capital Resources
- -------------------------------
The Partnership's cash balance was $17,211 at December 31, 1996
representing a decrease of $6,157 when compared with December 31, 1995. Net
cash used by operating activities in fiscal 1996 totaled $121,070 and includes
decreases in both its payable to the Managing General Partner and accounts
payable of $678 and $20,280, respectively. The other significant change in
assets and liabilities relates primarily to the receipt, at December 31, 1995,
of a one-time payment from the bankruptcy settlement of PTR&L Holdings
Corporation, a former Partnership portfolio investment, representing a decrease
in other receivables of $7,460.
Net cash provided by investing activities amounted to $114,913, which
represents the net proceeds from the sale of approximately half of its
investment in INTERLINQ ("INTERLINQ") Software Corporation of $955,172 which
were then invested in a short-term money market account.
As of December 31, 1996, the Partnership's cash balances totaled $17,211.
In addition, the Partnership had $892,810 invested in an interest-bearing money
market account at December 31, 1996. Based upon projected future net cash flow
to be generated by the Partnership's short-term and portfolio investments, the
Managing General Partner believes that the Partnership's working capital
position is adequate.
Results of Operations
- ---------------------
For the year ended December 31, 1996 the Partnership had a net investment
loss of $102,213, representing a decrease of $43,302 (30%) when compared with
the net investment loss of $145,515 for fiscal 1995. Net investment loss and
realized gain allocable to partners for the year ended December 31, 1996 was
$635,947, compared to a net loss of $145,515 for fiscal 1995. This improvement
was due to the gain on sale of portfolio investment of $738,160 realized in
fiscal 1996 as a result of the sale of a portion of the Partnership's holdings
of INTERLINQ.
Interest and dividend income increased $28,235 (42%) for the year ended
December 31, 1996 when compared to fiscal 1995, primarily due to the dividends
received from the Partnership's preferred stock investment in Coleman Natural
Products, Inc.
Total expenses were $197,417 for the year ended December 31, 1996
representing a decrease of $15,067 (7%) when compared to fiscal 1995. The
administrative fee paid to the Managing General Partner decreased $3,923 (3%)
for fiscal 1996 when compared to fiscal 1995, the result of reductions in the
fee agreed to by the Managing General Partner that were effective mid year
1995. Also reduced during 1995 were the annual meeting fees paid to the
Independent General Partners, resulting in a decrease of $1,825 (10%) in these
fees for fiscal 1996 when compared to fiscal 1995. Professional fees decreased
$8,564 (27%) for the year ended December 31, 1996 when compared to 1995
primarily due to a reduction in the use of outside legal counsel during the
year. Other expenses decreased slightly, $755 (4%), for the year ended
December 31, 1996 when compared to fiscal 1995.
During the fiscal years ended December 31, 1996 and 1995, the Partnership
did not invest in follow-on portfolio investments. In fiscal 1994, the
Partnership invested $47,641 in follow-on portfolio investments. Portfolio
investments are carried at cost until significant developments
9
<PAGE> 10
affecting an investee occur that provide a different basis for valuation.
Thereafter, portfolio investments are carried at fair value as determined
periodically by the Managing General Partner under the supervision of the
Independent General Partners.
The change in net unrealized appreciation of investments for the year
ended December 31, 1996 was attributable solely to a decrease in the size of
the Partnership's investment in INTERLINQ Software Corporation. Future changes
in unrealized appreciation or depreciation of Partnership investments will
depend both upon each individual portfolio company's performance as well as
future changes in the prices of the publicly traded securities in the
portfolio, and are not ascertainable at the present time.
For the years ended December 31, 1996, 1995 and 1994, respectively, the
Partnership had realized gain on the disposition of portfolio securities of
$738,160, $0 and $2,562,885 as more fully described in Note 2 of the Financial
Statements as contained in Item 8 of this report. Unrealized capital gains or
losses from investments are not allocated to Partners until they are realized,
at which time such realized gains or losses are allocated to the Partners'
capital accounts in accordance with the Partnership Agreement (see Notes 1 and
2 of the Notes to Financial Statements as contained in Item 8 of this report).
However, for purposes of calculating the net asset value per Unit of
Partnership interest, net unrealized appreciation or depreciation of investment
is included as if such amount had been realized and allocated to the Partners
in accordance with the Partnership Agreement. Pursuant to such calculation,
the net asset value per Unit at December 31, 1996 was $287.16 as compared with
$241.61 at December 31, 1995. The net asset value per Unit at December 31,
1994 was $277.15.
Under the terms of the Partnership Agreement, the Managing General Partner
is to receive an annual management fee (the "Administrative Fee"), payable
quarterly in arrears, equal to no more than 3% of the first $10,000,000 of
limited partnership interests plus 2% of the excess over $10,000,000 for
providing ongoing management and administrative services to the Partnership.
The Administrative Fee and other expenses incurred directly by the Partnership
are paid with funds provided from operations and, if necessary, from
Partnership capital. Until July 1, 1990, the Administrative Fee was $313,800
per year. Effective July 1, 1990, the Administrative Fee was reduced to
$282,420, effective July 1, 1991, the Administrative Fee was reduced to
$251,040, effective July 1, 1993, the Administrative Fee was reduced to
$219,660, effective April 1, 1994, the Administrative Fee was reduced to
$156,900 and effective April 1, 1995 the Administrative Fee was further reduced
to $141,210. Actual Administrative Fees amounted to $141,210, $145,133 and
$172,590 for the years ended December 31, 1996, 1995, and 1994, respectively.
10
<PAGE> 11
<TABLE>
<CAPTION>
Item 8. Financial Statements and Supplementary Data
- --------------------------------------------------
The following Financial Statements of the Partnership are included herein:
Page
----
<S> <C>
Independent Auditors' Report 12
Statements of Assets and Liabilities, 13
December 31, 1996 and 1995.
Statements of Portfolio Investments, 14
December 31, 1996 and 1995.
Statements of Operations 15
Years Ended December 31, 1996, 1995 and 1994.
Statements of Partners' Capital, 16
Years Ended December 31, 1996, 1995 and 1994.
Statements of Cash Flows 17
Years Ended December 31, 1996, 1995 and 1994.
Statements of Changes in Net Assets, 18
Years Ended December 31, 1996, 1995 and 1994.
Notes to Financial Statements 19
</TABLE>
NOTE - All Schedules are omitted because of the absence of
conditions under which they are required or because
the required information is included in the Financial
Statements or the Notes thereto.
11
<PAGE> 12
INDEPENDENT AUDITORS' REPORT
----------------------------
THE PARTNERS
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.:
We have audited the accompanying statements of assets and liabilities and
portfolio investments of Boettcher Venture Capital Partners, L.P. (a limited
partnership) as of December 31, 1996 and 1995, and the related statements of
operations, partners' capital, cash flows, and changes in net assets for each of
the years in the three-year period ended December 31, 1996. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Boettcher Venture Capital
Partners, L.P. as of December 31, 1996 and 1995, and the results of its
operations, its cash flows, and changes in its net assets for each of the years
in the three-year period ended December 31, 1996 in conformity with generally
accepted accounting principles.
KPMG Peat Marwick LLP
Denver, Colorado
February 20, 1997
12
<PAGE> 13
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
Statements of Assets and Liabilities
December 31, 1996 and 1995
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
1996 1995
---------- ----------
<S> <C> <C>
ASSETS:
Cash $ 17,211 $ 23,368
Portfolio investments, at estimated fair value
(cost $1,435,539 in 1996 and $1,631,681 in 1995) 2,183,351 2,528,257
Short-term investments at cost, which
approximates market value 892,810 73,421
Other receivables 12,437 19,897
Other assets 5,359 -
-------- ----------
Total assets 3,111,168 2,644,943
-------- ----------
LIABILITIES:
Payable to Managing General Partner 34,625 35,303
Accounts Payable 5,633 25,913
-------- ----------
Total liabilities 40,258 61,216
-------- ----------
Net assets $3,070,910 $2,583,727
========== ==========
Partners' Capital:
Managing General Partner $ 418,912 $ 261,965
Individual General Partners 1,209 1,030
Limited partners 1,902,977 1,424,156
Unallocated net unrealized appreciation of investments 747,812 896,576
---------- ----------
Total partners' capital applicable to outstanding partnership
interests ($287.16 and $241.61 in 1996 and 1995,
respectively, per limited partnership unit) $3,070,910 $2,583,727
========== ==========
</TABLE>
See accompanying notes to financial statements.
13
<PAGE> 14
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Statements of Portfolio Investments
December 31, 1996 and 1995
- --------------------------------------------------------------------------------------------------------------------------------
Cost Estimated fair value
Company Position Investment date 1996 1996 1995
------- -------- --------------- ---- ---- ----
BBE Sound, Inc. 100,000 shares of Series B
(formerly Barcus-Berry Convertible Preferred Stock July 1985 $ 50,000 $ 50,000 $ 50,000
Electronics, Inc.)*
300,000 shares of Series C
Convertible Preferred Stock September 1985 150,000 150,000 150,000
492,127 shares of Series D April 1987 and
Convertible Preferred Stock December 1988 246,031 246,031 246,031
Warrants to purchase 32,928
shares of Series D Convertible
Preferred Stock April 1987 33 33 33
---------- ---------- ----------
446,064 446,064 446,064
Coleman Natural Products 560,802 shares of Series A March 1989,
Inc.(formerly Coleman Preferred Stock November 1990
Natural Holdings Corp.) August 1991
October 1993 and
quarterly from
September 1995
through December
1996 560,802 560,802 539,932
178,362 shares of March 1989,
Common Stock for 1995 November 1990,
and 1994 August 1991,
October 1993 and
May 1994 228,672 228,672 228,672
Warrants to purchase 39,555
shares of Common Stock November 1990 1 1 1
---------- ---------- ----------
789,475 789,475 768,605
INTERLINQ Software 200,000 and 417,012 shares of
Corporation Common Stock at December 31, June 1992 and
1996 and 1995, respectively April 1993 200,000 947,812 1,313,588
---------- ---------- ----------
$1,435,539 $2,183,351 $2,528,257
========== ========== ==========
</TABLE>
*This entity is considered to be an affiliated company as a result of the
Partnership's investment.
See accompanying notes to financial statements.
14
<PAGE> 15
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
<TABLE>
<CAPTION>
Statements of Operations
Years Ended December 31, 1996, 1995 and 1994
- ----------------------------------------------------------------------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Investment Income:
Interest and dividends from short-term
and portfolio investments $ 95,204 $ 66,969 $ 24,567
--------- --------- ---------
Expenses:
Administrative fee 141,210 145,133 172,590
Professional fees 23,284 31,848 23,775
Independent General Partners'
fees and expenses 15,750 17,575 20,942
Other expenses 17,173 17,928 22,459
--------- --------- ---------
Total expenses 197,417 212,484 239,766
--------- --------- ---------
Net investment loss (102,213) (145,515) (215,199)
Realized gain on portfolio investments 738,160 - 2,562,885
--------- --------- ---------
Net investment loss and realized
gain allocable to partners 635,947 (145,515) 2,347,686
Net change in unrealized depreciation
of portfolio investments (148,764) (234,569) (1,706,719)
--------- -------- ----------
Net increase (decrease) in net assets $ 487,183 $(380,084) $ 640,967
========= ========= =========
Net investment loss per unit of
limited partner interest $ (9.56) $ (13.61) $ (20.12)
========= ========= =========
Weighted average number of limited
partnership units outstanding 10,694 10,694 10,694
========= ========= =========
</TABLE>
See accompanying notes to financial statements.
15
<PAGE> 16
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
<TABLE>
<CAPTION>
Statements of Partners' Capital
Years Ended December 31, 1996, 1995 and 1994
- ----------------------------------------------------------------------------------------------------------
Unallocated
Net unrealized
Managing Individual appreciation Total
General General Limited (depreciation) partners'
Partner Partners partners of investments capital
---------- ---------- ----------- -------------- -----------
<S> <C> <C> <C> <C> <C>
BALANCES AT
JANUARY 1, 1994 $ 43,835 $ 1,460 $2,573,595 $ 2,837,864 $ 5,456,754
Net investment losses and
net realized gains
allocable to partners 510,425 687 1,836,574 - 2,347,686
Distributions to partners (300,000) (1,060) (2,832,850) (3,133,910)
Unrealized depreciation of
portfolio investments (1,706,719) (1,706,719)
-------- ---------- ---------- --------- -----------
BALANCES AT
DECEMBER 31, 1994 254,260 1,087 1,577,319 1,131,145 2,963,811
Net investment losses
and net realized gains
allocable to partners 7,705 (57) (153,163) (145,515)
Unrealized depreciation of portfolio
investments (234,569) (234,569)
---------- ---------- ---------- --------- -----------
BALANCES AT
DECEMBER 31, 1995 261,965 1,030 1,424,156 896,576 2,583,727
Net investment losses
and net realized gains
allocable to partners 156,947 179 478,821 635,947
Unrealized depreciation of portfolio
investments (148,764) (148,764)
-------- ---------- --------- ----------- -----------
BALANCES AT
DECEMBER 31, 1996 $ 418,912 $ 1,209 $1,902,977 $ 747,812 $ 3,070,910
========== ========== ========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
16
<PAGE> 17
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
<TABLE>
<CAPTION>
Statements of Cash Flows
Years Ended December 31, 1996, 1995 and 1994
- -----------------------------------------------------------------------------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net investment loss and realized gain
allocable to partners $ 635,947 $ (145,515) $ 2,347,686
Adjustment to reconcile net investment loss and
realized gain allocable to partners
to net cash used in operating activities:
Gain on sale of portfolio
investments (738,160) - (2,562,885)
Change in operating assets and liabilities:
Decrease (increase) in other receivables 7,460 (19,897) 100
Increase in other assets (5,359) - -
Decrease in payable to Managing General Partner (678) (3,922) (15,690)
Increase (decrease) in accounts payable (20,280) 11,513 5,051
---------- ---------- -----------
Net cash used in operating activities (121,070) (157,821) (225,738)
---------- ---------- -----------
Cash flows from investing activities:
Payment-in-kind dividends (20,870) (4,816) -
Purchase of portfolio investments - - (47,641)
Investment in short-term investments (946,389) - (242,705)
Proceeds from the disposition of portfolio
investments 955,172 - 3,232,442
Proceeds from principal paydowns on notes - 9,609 181,484
Proceeds from maturities of short-term investments 127,000 169,284 230,000
---------- ---------- -----------
Net cash provided by investing activities 114,913 174,077 3,353,580
---------- ---------- -----------
Cash flows used in financing activities:
Distributions to partners - - (3,133,910)
---------- ---------- -----------
Net increase (decrease) in cash (6,157) 16,256 (6,068)
Cash at beginning of year 23,368 7,112 13,180
---------- ---------- -----------
Cash at end of year $ 17,211 $ 23,368 $ 7,112
========== ========== ===========
</TABLE>
See accompanying notes to financial statements.
17
<PAGE> 18
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
<TABLE>
<CAPTION>
Statements of Changes in Net Assets
Years Ended December 31, 1996, 1995 and 1994
- ----------------------------------------------------------------------------------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
From investment activities:
Net investment loss $ (102,213) $ (145,515) $ (215,199)
Realized gain on portfolio investments 738,160 - 2,562,885
Unrealized depreciation
of portfolio investments (148,764) (234,569) (1,706,719)
---------- ---------- -----------
Net increase (decrease) in net assets 487,183 (380,084) 640,967
From financing activities:
Distributions to partners from realized gains - - (2,562,885)
Distributions to partners from return of capital - - (571,025)
---------- ----------- -----------
Net increase (decrease) in net assets 487,183 (380,084) (2,492,943)
Net assets at beginning of year 2,583,727 2,963,811 5,456,754
---------- ----------- -----------
Net assets at end of year $3,070,910 $ 2,583,727 $ 2,963,811
========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
18
<PAGE> 19
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
Notes to Financial Statements
(1) SIGNIFICANT ACCOUNTING POLICIES
Organization
Boettcher Venture Capital Partners, L.P. (the "Partnership"), a Delaware
limited partnership, was formed on September 22, 1983 for the primary purpose
of making venture capital investments. The Partnership sold 10,690 units of
limited partnership interests at $1,000 per unit in a public offering, which
closed September 27, 1984.
The Managing General Partner of the Partnership is EVEREN Securities, Inc.
(formerly Kemper Securities, Inc.). The Individual General Partners are the
President and Chief Operating Officer of the Managing General Partner and
three individuals who are independent of EVEREN Securities, Inc. and its
affiliates (the "Independent General Partners").
It is the Partnership's intent to liquidate its remaining investments as
promptly as market conditions allow, and subsequently dissolve.
Partnership Agreement
The Partnership Agreement (the "Agreement") provides for the allocation of
the following:
<TABLE>
<CAPTION>
Managing
Limited General
Partners Partner
-------- --------
<S> <C> <C>
Administrative Fee (a) 99% 1%
Annual Realized Gains 80 20
Annual Losses (b) 80 20
General Income 80 20
General Expenses 99 1
Income from Short-Term Investments 99 1
</TABLE>
(a) Administrative overhead (exclusive of General Expenses, as defined in
the Agreement) will be paid in its entirety by the Managing General
Partner, who, in return, receives an Administrative Fee.
(b) Allocations of Annual Losses to the Managing General Partner in any
given year are limited to the sum of its share of any Annual Realized
Gains during that year plus any balance then remaining in its Capital
Account. Any additional losses will be allocated 1% to the Managing
General Partner.
Allocations of costs, expenses, profits, and losses to and among the limited
partners shall be deemed to include the Individual General Partners to the
extent of their initial contributions to the capital of the Partnership, as
defined in the Agreement.
19
<PAGE> 20
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
Notes to Financial Statements
Income Taxes
No provision has been made for federal income taxes in the accompanying
financial statements as the revenue and expenses of the Partnership are
reportable in the income tax returns of its partners.
Valuation of Investments
Short-term investments with maturities of 60 days or less are recorded at
amortized cost or cost plus accrued interest which approximates market.
Investments with maturities greater than 60 days are generally recorded at
current value based upon quoted market prices or prices obtained from other
independent sources.
The portfolio investments are valued at $2,183,351 and $2,528,257 (70% and
96% of total assets, respectively) at December 31, 1996 and 1995,
respectively. These values have been estimated by the Managing General
Partner under the supervision of the Individual General Partners in the
absence of readily ascertainable market values. The Managing General Partner
follows the guidelines listed below in valuing portfolio investments:
- Portfolio investments are carried at cost until significant
developments affecting the investee occur that provide a different basis
for valuation.
- Any publicly traded securities not subject to restrictions on free
marketability are valued at a 10% discount from the quoted bid or
closing price on the valuation date.
- Increases or decreases in quoted market prices subsequent to the
balance sheet date are not reflected in the valuations until the
following period.
- In all cases, valuations are based on the judgment of the Managing
General Partner after consideration of the above and other factors
including, but not limited to, original cost, operating results, and
financial condition of the portfolio concerns.
Due to the inherent uncertainty of valuation, those estimated values may
differ significantly from the values that would have been used had a ready
market for the securities existed, and the differences could be material.
Reclassifications
Certain prior year amounts have been reclassified to conform to current year
financial statement presentation.
20
<PAGE> 21
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
Notes to Financial Statements
(2) PORTFOLIO INVESTMENTS
During 1996 and 1994, the Partnership realized a net gain on the entire or
partial disposition of its investments in the following portfolio companies.
No such gains were realized during 1995.
<TABLE>
<CAPTION>
1996 1995 1994
-------- ---- ----------
<S> <C> <C> <C>
Micro Decisionware, Inc. $ - $ - $ 968,592
INTERLINQ Software Corporation 738,160 - -
Proxima Corporation - - 1,594,293
PTR & L Holding Corporation - - -
Media Security, Inc. - - -
Sysgen, Incorporated - - -
-------- ---- ----------
Realized gain on portfolio investments $738,160 $ - $2,562,885
======== ==== ==========
</TABLE>
(3) SHORT-TERM INVESTMENTS
Short-term investments at December 31, 1996 and 1995 represent investments in
a U.S. government securities money market fund at a cost of $892,810 and
$73,421, respectively, which approximates current market value.
(4) TRANSACTIONS WITH RELATED PARTIES
Pursuant to the Partnership Agreement the Managing General Partner receives
an annual management fee (the "Administrative Fee") for providing ongoing
management and administrative services to the Partnership, equal to no more
than 3% of the first $10,000,000 of limited partnership interests, plus 2% of
the excess over $10,000,000, payable quarterly in arrears. During the period
from commencement of operations through June 30, 1990, the administrative fee
equaled $300,000. The following reductions in the fee were agreed to by the
Managing General Partner:
<TABLE>
<CAPTION>
Effective Adjusted
Date Fee
------------- --------
<S> <C>
July 1, 1990 $282,420
July 1, 1991 $251,040
July 1, 1993 $219,660
April 1, 1994 $156,900
April 1, 1995 $141,210
</TABLE>
Actual administrative fees amounted to $141,210, $145,133 and $172,590 for
the years ended December 31, 1996, 1995, and 1994, respectively.
21
<PAGE> 22
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
Notes to Financial Statements
Through June 30, 1990, each Independent General Partner received an annual
fee of $10,000, paid quarterly, from the Partnership, plus $1,000 for each
day or part thereof during which he attended meetings of the Partnership or
related committees, together with all reasonable out-of-pocket expenses
relating to attendance at these meetings. The following reductions were
agreed to by the independent general partners:
<TABLE>
<CAPTION>
Effective Adjusted Adjusted
Date Annual Fee Meeting Fee
------------- ---------- -----------
<S> <C> <C>
July 1, 1990 $ 9,000 $ 900
July 1, 1991 $ 8,000 $ 800
July 1, 1993 $ 7,000 $ 700
April 1, 1994 $ 5,000 $ 500
April 1, 1995 $ 4,500 $ 450
</TABLE>
Actual annual fees and reimbursements totaled $15,750, $17,575 and $20,942
for the years ended December 31, 1996, 1995, and 1994, respectively.
(5) DISTRIBUTIONS
During the three years ended December 31, 1996 upon liquidation of portfolio
investments, the Managing General Partner made the following cash
distributions from proceeds of portfolio sales to the limited partners:
<TABLE>
<CAPTION>
Distribution
------------------------
Date Per L/P Unit Total
----------------- ------------ ----------
<S> <C> <C>
November 17, 1994 $ 150 $1,604,100
May 12, 1994 115 1,229,810
</TABLE>
In addition, on November 17, 1994 a $300,000 cash distribution was made to
the Managing General Partner.
22
<PAGE> 23
Item 9. Changes in and Disagreements with Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure
--------------------
There have been no changes in accountants or disagreements with
accountants on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure.
PART III
--------
Item 10. Directors and Executive Officers of the Registrant.
---------------------------------------------------
The General Partner
- -------------------
The five General Partners of the Partnership were most recently elected at
the Annual Meeting of Limited Partners held on June 21, 1996, as adjourned and
reconvened on September 27, 1996. No annual meeting of Limited Partners or
election of General Partners will be held in 1997 due to the Partnership's
intent to liquidate its remaining investments and subsequently dissolve. The
five General Partners of the Partnership are responsible for the management and
administration of the Partnership. The General Partners consist of four
Individual General Partners and the Managing General Partner. As required by
the Investment Company Act, a majority of the General Partners must be
individuals who are not "interested persons" of the Partnership as defined in
the Investment Company Act. The Securities and Exchange Commission has issued
an order declaring that persons serving as Individual General Partners of the
Partnership will not be deemed to be "interested persons" of the Partnership,
as defined in Section 2(a)(19) of the Investment Company Act, solely by reason
of their being partners of the Partnership and co-partners of one another.
Messrs. Addoms, Benson and Vierra, the Partnership's Independent General
Partners, presently constitute the required majority of the General Partners
who are not "interested persons" of the Partnership.
The Individual General Partners have full authority over the management of
the Partnership and provide overall guidance and supervision with respect to
its operations. They perform the various duties imposed on directors of
business development companies organized in corporate form under the Investment
Company Act and have the authority granted to directors of such entities. In
addition to general fiduciary duties, the Individual General Partners, among
other things, supervise the management arrangements of the Partnership and
supervise the activities of the Managing General Partner in its capacity as
such.
Pursuant to the Partnership Agreement, the Managing General Partner,
subject to the supervision of the Individual General Partners, has exclusive
power and authority to manage and control the Partnership's venture capital
investments. Subject to the supervision of the Individual General Partners,
the Managing General Partner is authorized to make all decisions regarding the
Partnership's venture capital investment portfolio including, among other
things, authority to find, evaluate, structure, monitor and liquidate such
investments and to provide, or arrange for the provision of, managerial
assistance to the Portfolio Companies in which the Partnership invests.
23
<PAGE> 24
The Individual General Partners
Certain information concerning the Individual General Partners is set forth
below:
<TABLE>
<CAPTION>
Partnership Units
Individual General Beneficially Owned
Name and Business Address Age Partner Since at March 24, 1997**
- ------------------------- --- ------------------ --------------------
<S> <C> <C> <C>
Robert S. Benson 53 1985 1 Unit
32177 Highway 103
Evergreen, CO 80439
Samuel D. Addoms 56 1984-1985, 1996 5 Units
12015 E. 46th Avenue
Denver, CO 80239
Stephen G. McConahey* 53 1984 16 Units
77 West Wacker Drive
Chicago, IL 60601
Fred A. Vierra 63 1984 1 Unit
5619 DTC Parkway
Englewood, CO 80111
All Individual General
Partners as a group 23 Units
</TABLE>
* Designates an Individual General Partner who is an "interested
person" of the Partnership, as defined under the Investment
Company Act. The Managing General Partner is also an
interested person of the Partnership.
** As of March 24, 1997, the Individual General Partners as a
group beneficially owned less the 1% of the outstanding Units.
SAMUEL D. ADDOMS currently serves as President and a director of Frontier
Airlines, Inc. Frontier Airlines, Inc. is a regional regularly scheduled
airline headquartered in Denver, Colorado. From February 1993 to October 1993
Mr. Addoms was President of Brainwave Systems Corp., a Colorado company. From
August 1991 to July 1992, he was an instructor at the University of Northern
Colorado in Greeley, Colorado., and from January 1991 to July 1991, he served
as an employee consultant with Colorado Truck Rental Co., Aurora, Colorado. He
is a director of CommWorld International, Inc. Mr. Addoms was an Individual
General Partner of the Partnership from 1984 until 1985. He was selected by
the other Individual General Partners to become an Individual General Partner
again, effective January 1, 1996, following the resignation of William T.
Esrey. Mr. Addoms holds a degree from Wesleyan University.
24
<PAGE> 25
ROBERT S. BENSON currently serves as a management consultant and
professional director to a number of unaffiliated privately-held companies and
also is principal owner and president of a privately-held membership
association company, Professional Assist Corporation. From October 1987 until
July 1994, he served as President, Chief Operating Officer and director of
VICORP Restaurants, Inc. VICORP Restaurants, Inc. which operated approximately
300 company-owned and 105 franchised mid-scale family restaurants under the
trade names Bakers Square and Village Inn. From May 1975 to October 1987, Mr.
Benson was President and a Director of Children's World, Inc., the nation's
third largest child care company, headquartered in Golden, Colorado. Mr.
Benson received a B.A. degree from Harvard College and an M.B.A. from the
Harvard Graduate School of Business Administration.
STEPHEN G. MCCONAHEY is President, Chief Operating Officer, Chairman of
the Operating Committee and a member of the Board of Directors of EVEREN
Securities since January 1994. In May 1995, Mr. McConahey was elected
President and Chief Operating Officer of EVEREN Capital Corporation ("ECC"), a
Delaware corporation, which is the parent company of EVEREN Securities. Mr.
McConahey was Senior Vice President for Corporate and International Development
of Kemper Corporation ("Kemper") from 1990 through December 1993. He was also
Executive Vice President (Corporate and International Development) of Kemper
Financial Services, Inc. ("KFS") from 1988 to December 1993 and Senior Vice
President (Corporate and International Development) of Kemper from 1990 through
1993. Mr. McConahey joined Boettcher & Company (a Colorado limited partnership
("Boettcher & Company") and predecessor of Boettcher & Company, Inc.
("Boettcher")) in 1977. From 1986 to April 1988, he served as Chairman of the
Board of Boettcher Investment Corporation, which was merged with and into
Kemper Securities Holdings, Inc. ("KSHI") on August 31, 1990, and from April
1988 to June 1989, he was Co-Chairman of the Board of Boettcher Investment
Corporation. From February 1984 to 1987, he served as Chairman of the Board
and Chief Executive Officer of Boettcher, which was merged with and into EVEREN
Securities on August 31, 1990. Prior to 1984, Mr. McConahey managed Boettcher
& Company's Corporate Finance Department and, prior to that, he co-managed the
Public Finance Department. His professional career began as a management
consultant with McKinsey & Company in Washington, D.C. Subsequently, he was a
White House Fellow, and was a Special Assistant to former President Gerald Ford
immediately prior to joining Boettcher & Company. Mr. McConahey is also a
member of the Board of Trustees of AMLI Residential Properties Trust, a
publicly-traded real estate investment trust that invests in multi-family
properties. He received a B.S. degree from the University of Wisconsin and an
M.B.A. from the Harvard Graduate School of Business Administration.
FRED A. VIERRA is Executive Vice President of Tele-Communications, Inc.
("TCI") and Vice Chairman and CEO of Tele-Communications International, Inc.
TCI is one of the world's largest cable television companies both in the U.S.
and abroad. Formerly, Mr. Vierra was President, Chief Operating Officer and a
director of United Artists Entertainment Company ("United Artists") from May
1989 until December 1991. Mr. Vierra was formerly President, Chief Operating
Officer and a Director of United Cable Television Corporation ("United Cable")
from 1982 until its merger with United Artists in May 1989. Prior to joining
United Cable in 1982, Mr. Vierra was Executive Vice President of Daniels and
Associates, Inc., a cable television company that provides financial services
to the industry. From 1975 to 1980, he was with Adolph Coors Company, most
recently as Vice President of Sales. In addition, Mr. Vierra has held
management positions with Beatrice Foods and Touche Ross. Mr. Vierra currently
serves as chariman of the board of Telewest, a UK-based telecommunications
company, and is a board
25
<PAGE> 26
member of Flextech, Discovery Communications, Inc., Baron Industries,
Cablevision S.A., and Torneos y Competencias S.A. He received his Bachelors
Degree from the University of Tulsa.
COMMITTEE AND INDIVIDUAL GENERAL PARTNERS' MEETINGS. The Individual
General Partners have a standing Audit Committee which consists of the three
Independent General Partners. The purposes of the Audit Committee are (i) to
recommend to the Individual General Partners the firm of independent certified
public accountants that conducts the Partnership's annual audit and (ii) to
review the scope of the annual audit conducted by the Partnership's independent
certified public accountants and the evaluation by such accountants of the
accounting procedures followed by the Partnership. The Individual General
Partners do not have a nominating or compensation committee.
During the fiscal year ended December 31, 1996, the Individual General
Partners held two scheduled meetings. The Audit Committee held two meetings
during the fiscal year ended December 31, 1996. Mr. Vierra attended only one
of the meetings of the Individual General Partners.
INTERESTED PERSONS. Because of Mr. McConahey's positions with EVEREN
Securities, the Partnership considers him to be an "interested person" of the
Partnership within the meaning of Section 2(a)(19) of the Investment Company
Act.
The Managing General Partner
- ----------------------------
Pursuant to the Partnership Agreement, the Managing General Partner,
subject to the supervision of the Individual General Partners, has exclusive
power and authority to manage and control the Partnership's venture capital
investments.
Until September 30, 1994, the Managing General Partner had a Management
Agreement with KFS pursuant to which KFS provided the Managing General Partner
with certain investment advisory services, managerial assistance with respect
to the companies in which the Partnership had invested and certain
administrative services. Subsequent to September 30, 1994 the Managing General
Partner has, through its own resources and those of outside consultants,
assumed all investment advisory services, managerial assistance and
administrative services with respect to the companies in which the Partnership
has remaining investments.
EVEREN Securities became the Managing General Partner, effective August
31, 1990, as a result of a merger in which Boettcher was merged with and into
EVEREN Securities (then called Kemper Securities, Inc.). The purpose of the
merger was to reorganize certain subsidiaries and affiliates of Kemper.
The Managing General Partner is a leading, full-service, retail-oriented,
securities brokerage operation with a distribution force of approximately 1,220
investment consultants located in approximately 140 branch offices across the
country. It is headquartered at 77 West Wacker Drive, Chicago, Illinois 60601.
26
<PAGE> 27
Based in Chicago, EVEREN Securities is registered as a broker-dealer and
investment adviser with the Securities and Exchange Commission; is a member of
the National Association of Securities Dealers, Inc.; is a member of all
principal United States securities exchanges, including the New York Stock
Exchange, Inc.; and is registered as a futures commission merchant with the
Commodity Futures Trading Commission. EVEREN Securities is also licensed as a
broker-dealer and is licensed, or exempt from licensing, as an investment
adviser in all 50 states, Puerto Rico and the District of Columbia. EVEREN
Securities was formed in 1990 through the consolidation of five major regional
brokerage firms into a single firm. Those five firms, four of which were
founded in the early twentieth century and all of which were acquired
individually by Kemper in the early to mid 1980s, were Bateman Eichler, Hill
Richards, Incorporated, based in Los Angeles; Blunt Ellis & Loewi Incorporated,
Milwaukee and Chicago; Boettcher & Company, Inc., Denver; Lovett Underwood
Neuhaus & Webb, Inc., Houston; and Prescott, Ball & Turben, Inc. Cleveland and
New York.
Consistent with its overall focus, EVEREN Securities maintains securities
inventories to facilitate sales to its retail and institutional clients. It
generally does not maintain proprietary trading positions.
EVEREN Securities is a wholly-owned subsidiary of EVEREN Securities
Holdings, Inc. (formerly Kemper Securities Holdings, Inc.) ("EVEREN Holdings")
which until September, 1995 was a wholly-owned subsidiary of KFC, a 96.85%
owned subsidiary of Kemper. In September 1995, Kemper divested (the
"Divestiture") its securities brokerage segment, including EVEREN Securities.
As a result of the Divestiture, EVEREN Securities is now a wholly-owned
subsidiary of EVEREN Holdings, and EVEREN Holdings is a wholly-owned subsidiary
of EVEREN Capital Corporation, which is approximately 74% owned by employees
through an employee stock ownership plan and approximately 25% owned by public
stockholders with the remainder owned by management. In connection with the
Divestiture, Kemper Securities, Inc. changed its name to EVEREN Securities,
Inc., and Kemper Securities Holdings, Inc. changed its name to EVEREN
Securities Holdings, Inc.
The names, addresses and principal occupations of each of the principal
executive officers and members of the Board of Directors of EVEREN Securities
are as follows:
<TABLE>
<S> <C>
James R. Boris Director, Chairman and Chief Executive Officer of
77 W. Wacker Drive ECC and EVEREN Securities
Chicago, IL 60601
Stanley R. Fallis Senior Executive Vice President of ECC; Director,
77 W. Wacker Drive Senior Executive Vice President and Chief
Chicago, IL 60601 Administrative Officer of EVEREN Securities
David M. Greene Senior Executive Vice President of ECC; Director,
77 W. Wacker Drive Senior Executive Vice President and Director of
Chicago, IL 60601 Client Services of EVEREN Securities
Arthur J. McGivern Senior Executive Vice President and Director of
77 W. Wacker Drive Corporate Development of ECC; Director, Senior
Chicago, IL 60601 Executive Vice President and Director of Corporate
Development of EVEREN Securities
</TABLE>
27
<PAGE> 28
<TABLE>
<S> <C>
Stephen G. McConahey Director, President and Chief Operating Officer of
77 W. Wacker Drive ECC and EVEREN Securities
Chicago, IL 60601
Janet L. Reali Senior Executive Vice President, General Counsel
77 W. Wacker Drive and Secretary of ECC; Director, Senior Executive
Chicago, IL 60601 Vice President, General Counsel and Secretary of
EVEREN Securities.
Thomas R. Reedy Senior Executive Vice President of ECC; Director,
77 W. Wacker Drive Senior Executive Vice President and Director of
Chicago, IL 60601 Capital Markets of EVEREN Securities
John G. Sullivan Senior Executive Vice President of ECC; Director,
77 W. Wacker Drive Senior Executive Vice President and Director of
Chicago, IL 60601 Marketing and Investment Services of
EVEREN Securities
Daniel D. Williams Senior Executive Vice President, Treasurer and
77 W. Wacker Drive Chief Financial Officer of ECC; Director, Senior
Chicago, IL 60601 Executive Vice President and Chief Financial Officer
of EVEREN Securities
</TABLE>
EVEREN Securities employs certain of its professional resources to
evaluate and monitor investments for the Partnership. EVEREN Securities has
also formed a Venture Capital Investment Committee (the "Investment Committee")
which monitors existing investments of the Partnership and has reviewed
proposed investments. EVEREN Securities has appointed two of its senior
professionals and an independent outside consultant to serve as members of the
Investment Committee.
The current members of the Investment Committee are Stephen G. McConahey,
Foye F. Black, Jr., and Daniel D. Williams. Biographical information
concerning Mr. McConahey is set forth above.
Foye F. Black, Jr., age 65 is an independent consultant retained by EVEREN
Securities to perform certain management functions regarding the Partnership.
From November, 1988 until taking early retirement in June, 1994, Mr. Black was
a Vice President of KFS. From March 1984 until November 1988, he was employed
by Boettcher most recently as a Senior Vice President and member of the Board
of Directors. From 1977 until joining Boettcher in 1984, Mr. Black was a
management consultant specializing in venture capital activities, including
private placements, mergers and acquisitions, corporate reorganizations and
strategic financial planning. Mr. Black graduated from the University of North
Carolina with a B.S. degree in Banking and Finance. He is a director of BBE
Sound, Inc. which is a privately-held concern in which the Partnership has made
an investment.
28
<PAGE> 29
Daniel D. Williams, age 45 was elected Senior Executive Vice President,
Treasurer and Chief Financial Officer of ECC in May 1995. Since April 1995 he
has been Senior Executive Vice President, Chief Financial Officer, and a
Director of EVEREN Securities. From January 1994 to April 1995 he was
Executive Vice President and Director of Finance and Administration and from
January 1991 to January 1994 he was Senior Vice President and Director of
Accounting of EVEREN Securities. Prior thereto, he was Executive Vice
President, Treasurer and Chief Financial Officer of Boettcher. Mr. Williams is
a Certified Public Accountant. He holds a BS Degree in Business Administration
from the University of Denver and an MS degree in Business Administration from
the University of Northern Colorado.
The Managing General Partner may be removed from the Partnership either
(i) for cause by a majority of the Independent General Partners of the
Partnership, which removal must thereafter be confirmed within 90 days by a
vote of a majority in interest of the Limited Partners; (ii) by failure to be
re-elected by the Limited Partners; or (iii) with the consent of a majority in
interest of the Limited Partners.
Item 11. Executive Compensation
----------------------
Individual General Partner Compensation
---------------------------------------
Prior to July 1, 1990, the Partnership paid each Independent General
Partner an annual fee of $10,000 in quarterly installments plus a fee of $1,000
for each day or part thereof during which he attended any meeting of the
Individual General Partners or committees thereof. Effective July 1, 1990, the
annual fee was reduced to $9,000 and the meeting fee to $900; effective July 1,
1991, these fees were reduced to $8,000 and $800 respectively; effective July
1, 1993, these fees were further reduced to $7,000 and $700 respectively;
effective April 1, 1994, these fees were further reduced to $5,000 and $500
respectively; and effective April 1, 1995, these fees were further reduced to
$4,500 and $450 respectively. The Partnership also pays all Individual General
Partners' actual out-of-pocket expenses relating to attendance at meetings.
The fees paid or payable by the Partnership to the Independent General Partners
for the fiscal year ended December 31, 1996 are set forth in the following
table:
<TABLE>
<CAPTION>
Aggregate Compensation
Name from the Partnership
-------------------- ----------------------
<S> <C>
Samuel D. Addoms $ 5,400
Robert S. Benson 5,400
Stephen G. McConahey -
Fred A. Vierra 4,950
------------
Total $ 15,750
============
</TABLE>
29
<PAGE> 30
Compensation of Managing General Partner
- ----------------------------------------
(Unless otherwise defined in this Annual Report on Form 10-K, capitalized
terms used in this section shall have the meanings given to such terms in the
Partnership's Second Amended and Restated Agreement of Limited Partnership of
Boettcher Venture Capital Partners, L.P., as amended.)
The Managing General Partner is responsible for providing office space for
the Partnership and professional personnel for the management of Partnership
operations, maintaining the books and records of the Partnership, making
quarterly and annual progress and portfolio reports to the Limited Partners,
and generally providing all other necessary administrative services and
facilities. All normal operating expenses of the Partnership, including those
directly attributable to salaries, rent, travel, and maintenance of the
Partnership offices are the responsibility of the Managing General Partner.
The Partnership pays for legal, accounting, brokerage, finder and financial
advisor fees, fees and expenses of the Independent General Partners, costs of
printing and mailing proxies and reports to the Limited Partners, custodian
fees and other similar fees for services related to the activities of the
Partnership.
For these ongoing administrative services the Managing General Partner
receives an Administrative Fee equal to no more than $313,800 (3% of the first
$10 million of capital contributions from Limited Partners and 2% of any
additional such capital contributions), payable quarterly in arrears. The
Managing General Partner consented to a 10% reduction in the Administrative Fee
effective July 1, 1990, a further 10% reduction in such fee effective July 1,
1991, a further 10% reduction in such fee effective July 1, 1993, a further 20%
reduction in its fee effective April 1, 1994 and an additional 5% reduction in
such fees effective April 1, 1995. For the fiscal year ended December 31, 1992
the Administrative Fee was $251,040; for the fiscal year ended December 31,
1993 it was $235,350; for the fiscal year ended December 31, 1994 it was
$172,590 and for the fiscal years ended December 31, 1996 and 1995, it was
$141,210 and $145,133, respectively.
The Managing General Partner contributed $100 to the Partnership in order
to accommodate the formation of the Partnership and is obligated to contribute
such other sums as are necessary to meet costs charged to its account from time
to time and has the full liability as a general partner for the debts and
obligations of the Partnership. Allocations of Annual Losses to the Managing
General Partner in any given year are limited to the sum of its share of any
Annual Realized Gains during that year plus any balance then remaining in its
Capital Account. Based upon the contributions to the capital of the
Partnership, this structure results in a lower risk of loss to the Managing
General Partner and provides it a greater proportion of income than is
proportionate to its capital investment. To such extent, the Managing General
Partner may be deemed to receive additional compensation.
Officers of the Managing General partner may serve as directors of or
consultants to Portfolio Companies of the Partnership. Fifty percent of all
directors' or consultants' fees received must be offset against the
Administrative Fee due the Managing General Partner. During the fiscal years
ended December 31, 1992 through December 31, 1996, there were no such offsets.
The Managing General Partner is not required to offset against the
Administrative Fee any transaction, planning or investment advisory fees
received from Portfolio Companies, including fees, whether in cash or
securities, for financings, mergers or acquisitions, or placement fees for
arranging the private placement of securities or other traditional investment
banking
30
<PAGE> 31
services. Any such profit or fees earned by the Managing General Partner will
be retained solely by it and may be deemed to be additional compensation. No
such additional compensation has been received by the Managing General Partner
during the past three fiscal years.
The continuance of these compensation arrangements was approved at the
1996 Annual Meeting of Limited Partners by a vote of Limited Partners holding a
majority of the outstanding Units. Unless earlier terminated or modified as
described below, they will remain in effect from year to year thereafter. Such
arrangement is not assignable and may be terminated without penalty on 60 days'
written notice at the option of the Managing General Partner or the Individual
General Partners or by the vote of holders of a majority of the outstanding
voting securities of the Partnership. Furthermore, the Individual General
Partners may reduce the amount of the Administrative Fee without seeking the
prior consent of the Limited Partners.
The following table sets forth the allocation of Partnership income, gains
and losses as well as the various costs and expenses that may be incurred by
the Partnership. For federal income tax purposes, items of income, gain, loss,
deduction, credit and preference are to be allocated in the same manner as the
costs and income to which they relate are allocated among the Partners.
<TABLE>
<CAPTION>
Managing
Limited General
Partners (1) Partner
------------ -------
<S> <C> <C>
Administrative Fee (2) 99% 1%
General Expenses 99% 1%
Income from Short-Term Investments 99% 1%
General Income 80% 20%
Annual Realized Gains 80% 20%
Annual Losses 80% 20% (3)
</TABLE>
(1) Allocations to the Limited Partners and the Individual General
Partners are made among them in proportion to their respective capital
contributions.
(2) Administration overhead (exclusive of General Expenses incurred
directly, including costs of legal, accounting, auditing and appraisal
and valuation services) will be paid in its entirety by the Managing
General Partner, who will receive the Administrative Fee for this
purpose.
(3) Allocations of Annual Losses to the Managing General Partner in any
given year are limited to the sum of its share of any Annual Realized
Gains during that year plus any balance then remaining in its Capital
Account. In view of the limited Capital Contribution that was made by
the Managing General Partner and the likelihood that annual
distributions of income allocated to the accounts of the Partners will
be made, it is unlikely that the Managing General Partner will be
required to bear substantial amounts of any Annual Losses in any year
in which there are no Annual Realized Gains or in which there are only
a limited amount of Annual Realized Gains. Any Annual Losses not borne
by the Managing General Partner will be allocated to the Limited
Partner, except that the Managing General Partner will always bear at
least a 1% share.
Distributions of cash or securities will be made at the sole discretion
of the Individual General Partners. It is anticipated that net ordinary income
will be distributed at least annually, and that full cash proceeds from
dispositions of investments not reinvested will be distributed
31
<PAGE> 32
periodically. The Managing General Partner does not expect to reinvest such
proceeds except in connection with follow-on investments in existing Portfolio
Companies or to reduce borrowings incurred to make follow-on investments.
The Managing General Partner is responsible for the management of the
Partnership's investments in money market securities. In placing orders for
money market securities, it is the policy of the Managing General Partner to
obtain the best net results taking into account such factors as price
(including the applicable dealer spread), the size, type and difficulty of the
transaction involved, the selling firm's general execution and operational
facilities, and the selling firm's risk in positioning the securities involved.
Although the Managing General Partner generally seeks reasonably competitive
spreads or commissions, the Partnership will not necessarily be paying the
lowest spread or commission available. Affiliates of the Partnership may not
serve as the Partnership's dealer in connection with such transactions.
The Independent General Partners of the Partnership have considered the
possibilities of recapturing for the benefit of the Partnership brokerage
commissions, dealer spreads and other expenses of possible portfolio
transactions, by conducting such portfolio transactions through the Managing
General Partner. After considering all factors deemed relevant, the
Independent General Partners made a determination that there had been no
opportunity to seek such recapture. The Independent General Partners will
reconsider this matter from time to time.
EVEREN Securities, pursuant to the terms of the Partnership Agreement,
performs the management and administrative services necessary for the operation
of the Partnership, including providing managerial assistance to Portfolio
Companies. EVEREN Securities also performs services related to administering
Limited Partners' accounts and handling relations with Limited Partners.
EVEREN Securities provides the Partnership with office space, equipment and
facilities. EVEREN Securities also conducts relations with custodians,
depositories, transfer agents, other shareholder service agents, accountants,
attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers,
banks and such other persons in any such other capacity deemed to be necessary
or desirable.
EVEREN Securities also pays for maintaining the staff and personnel
necessary to perform its obligations under the Partnership Agreement, and at
its own expense, to provide the Partnership with office space, facilities and
equipment. All normal operating expenses of the Partnership, including those
directly attributable to salaries, rent, travel and maintenance of the
Partnership office are the responsibility of EVEREN Securities.
The Partnership pays all other expenses of the Partnership including,
without limitation, expenses of portfolio transactions, expenses of registering
shares under federal and state securities laws, valuation costs (including the
quarterly calculation of net asset value), expenses of printing and mailing
reports and other documents distributed to Limited Partners, Securities and
Exchange Commission fees, interest on Partnership borrowing, taxes, fees and
actual out-of-pocket expenses of the Independent General Partners, legal,
accounting, brokerage, trader and financial advisor fees, consulting fees,
litigation expenses, costs of printing and mailing proxy materials, other
expenses related to meetings of Limited Partners and other expenses properly
payable by the Partnership.
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
32
<PAGE> 33
The information concerning the security ownership is set forth under Item
10 of this report.
As of December 31, 1996 no person or group is known by the Partnership to
be the beneficial owner of more than 5 percent of the Units. The executive
officers of the Managing General Partner own as a group less than one percent
of the total Units outstanding.
There exists no arrangement known to the Partnership, the operation of
which may at a subsequent date result in a change of control of the
Partnership.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
See response for Item 11.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
----------------------------------------------------------------
(a) 1. See response to Item 8
2. See response to Item 8.
3. Exhibits
(3) Amended and Restated Certificate and Agreement of Limited
Partnership of the Partnership dated September 22, 1983 which
is incorporated herein by reference to Post-Effective
Amendment No. 1 to the Partnership's Registration Statement
on Form N-2, [file no. 2-86732 and] as amended on August 22,
1985.
(10) Management Agreement between Boettcher & Co., Inc. and Kemper
Financial Services, Inc. filed as Exhibit B to the Proxy
Statement for Special Meeting of Limited Partners held
November 10, 1988 and incorporated herein by reference
thereto.
(99) (a) Prospectus of the Partnership dated January 27, 1984
filed with the Securities and Exchange Commission
pursuant to Rule 424 (b) under the Securities Act of
1933, as supplemented by supplement thereto dated March
5, 1984 filed pursuant to Rule 424 (c) under the
Securities Act of 1933 contained in the Partnership's
Registration Statement on Form N-2, File No. 2-86732,
which is incorporated herein by reference thereto.
(99) (b) Safekeeping Agreement dated September 27, 1984 between
the Partnership and United Bank of Denver was filed as
Exhibit 9 to the Partnership's Registration Statement on
Form N-2, File No. 2-86732, which is incorporated
herein by reference thereto.
(b) No reports on Form 8-K have been filed for the period covered by this
report.
(c) See Item 14(a) 3.
33
<PAGE> 34
(d) See Item 14(a) 1 and 2.
<PAGE> 35
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized on the 14th day of
March 1997.
BOETTCHER VENTURE CAPITAL
PARTNERS, L.P.
By: EVEREN Securities, Inc.
Managing General Partner
By: /S/ Daniel D. Williams
------------------------
Daniel D. Williams
Senior Executive Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the 14th day of March, 1997.
<TABLE>
<S> <C>
Signature Title
------------------------ ----------------------------------------
/S/ Stephen G. McConahey Individual General Partner of
------------------------ Boettcher Venture Capital Partners, L.P.
(Stephen G. McConahey)
/S/ Robert S. Benson Individual General Partner of
------------------------ Boettcher Venture Capital Partners, L.P.
(Robert S. Benson)
/S/ Samuel D. Addoms Individual General Partner of
------------------------ Boettcher Venture Capital Partners, L.P.
(Samuel D. Addoms)
/S/ Fred A. Vierra Individual General Partner of
------------------------ Boettcher Venture Capital Partners, L.P.
(Fred A. Vierra)
</TABLE>
35
<PAGE> 36
<TABLE>
<S> <C>
Signature Title
------------------------ -----------------------------------
/S/ James R. Boris Director of EVEREN Securities, Inc.
------------------------
(James R. Boris)
/S/Stanley R. Fallis Director of EVEREN Securities, Inc.
------------------------
(Stanley R. Fallis)
/S/ David M. Greene Director of EVEREN Securities, Inc.
------------------------
(David M. Greene)
/S/ Arthur J. McGivern Director of EVEREN Securities, Inc.
------------------------
(Arthur J. McGivern)
/S/ Stephen G. McConahey Director of EVEREN Securities, Inc.
------------------------
(Stephen G. McConahey)
/S/ Janet L. Reali Director of EVEREN Securities, Inc.
------------------------
(Janet L. Reali)
/S/ Thomas R. Reedy Director of EVEREN Securities, Inc.
------------------------
(Thomas R. Reedy)
/S/ Daniel D. Williams Director of EVEREN Securities, Inc.
------------------------
(Daniel D. Williams)
/S/ John G. Sullivan Director of EVEREN Securities, Inc.
------------------------
(John G. Sullivan)
</TABLE>
36
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 910,021
<SECURITIES> 2,183,351
<RECEIVABLES> 12,437
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,111,168
<CURRENT-LIABILITIES> 40,258
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,070,910
<TOTAL-LIABILITY-AND-EQUITY> 3,070,910
<SALES> 0
<TOTAL-REVENUES> 95,204
<CGS> 0
<TOTAL-COSTS> 197,417
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (102,213)
<INCOME-TAX> 0
<INCOME-CONTINUING> (102,213)
<DISCONTINUED> 0
<EXTRAORDINARY> 589,396
<CHANGES> 0
<NET-INCOME> 487,183
<EPS-PRIMARY> (9.56)
<EPS-DILUTED> 0
</TABLE>
