<PAGE>
Total # of Pages: 37
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, 1997
-------------------------------------------------
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>
<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)
Registrant's telephone number, including area code (312) 574-6000
----------------------
</TABLE>
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ----------------
None None
- ---------------------------------- ----------------------------------------
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 12, 1998, 1,552 Units of Limited Partner Interest ("Units") were held
by non-affiliates of the Registrant. No trading market exists for the Units.
<PAGE>
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 1
PART I
------
Item 1. Business 2
Item 2. Properties 6
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of Holders
of Limited Partnership Interests 6
PART II
-------
Item 5. Market for the Registrant's Limited Partnership
Interests and Related Limited Partner Matters 6
Item 6. Selected Financial Data 7
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 8. Financial Statements and Supplementary Data 10
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 22
PART III
--------
Item 10. Directors and Executive Officers of the Registrant 22
Item 11. Executive Compensation 29
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 33
SIGNATURES 35
<PAGE>
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 remaining company
in which the Partnership has an investment, 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 investment 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.
2
<PAGE>
The Venture Capital Investments
Since inception, the Partnership has made investments in sixteen Portfolio
Companies; of which one remains at December 31, 1997.
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
3
<PAGE>
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 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.
4
<PAGE>
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.
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 the remainder of its position in INTERLINQ
Software Corporation in the fourth quarter of 1997. The shares were sold in the
open market for net proceeds of $279,687 which represented a net realized gain
to the Partnership of $209,687.
During fiscal 1997 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 $32,108 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 remaining
investment, 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.
5
<PAGE>
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.
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, 1997 and none is expected to develop.
The number of holders of Units as of December 31, 1997 is approximately
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.
6
<PAGE>
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.
<TABLE>
<CAPTION>
As of and For the Period Ended
------------------------------
12/31/97 12/31/96 12/31/95 12/31/94 12/31/93
---------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net Investment
Loss $ (70,869) (102,213) $ (145,515) $ (215,199) $ (296,837)
Net Investment
Loss Per Unit
of Limited
Partner Interest(a) $ (6.63) (9.56) (13.61) (20.12) (27.76)
Net Increase
(Decrease) in Net
Assets Resulting
from Operations $ (158,792) 487,183 (380,084) 640,967 2,283,520
Total Assets $2,066,054 3,111,168 2,644,943 3,017,436 5,521,018
Net Asset Value
Per Unit of Limited
Partnership Interest
(Including
Unrealized
Appreciation/
(Depreciation))(a) $ 188.29 287.16 241.61 277.15 510.26
Distribution per
unit of Limited
Partnership
Interest (a) $ 70.00 -0- -0- 265.00 215.00
</TABLE>
(a) Per Unit data is based on the actual Units outstanding during each year of
10,694.
7
<PAGE>
Item. 7 Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
The Partnership's cash balance was $13,770 at December 31, 1997
representing a decrease of $3,441 when compared with December 31, 1996. Net cash
used by operating activities in fiscal 1997 totaled $53,972 and includes an
increase in its payable to the Managing General Partner of $13,215 and a
decrease in other assets of $5,359, due to the sale of certain assets in 1997,
resulting in cash proceeds equal to their approximate cost.
Net cash provided by investing activities amounted to $949,110, which is
primarily the result of the net proceeds from the sale of the Partnership's
remaining investment in INTERLINQ Software Corporation ("INTERLINQ") of
$1,314,205 which were then invested in a short-term money market account.
Net cash used by financing activities amounted to $898,579, which represent
a distribution to the Managing General Partner and the limited partners.
As of December 31, 1997, the Partnership's cash balances totaled $13,770.
In addition, the Partnership had $1,217,544 invested in an interest-bearing
money market account at December 31, 1997. 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, 1997 the Partnership had a net investment
loss of $70,869, representing a decrease of $31,344 (31%) when compared with the
net investment loss of $102,213 for fiscal 1996. Net investment loss and
realized gain allocable to partners for the year ended December 31, 1997 was
$589,020, compared to $635,947 for fiscal 1996. These gains were the result of
sales of portfolio investments of $659,889 and $738,160 for the years ended
December 31, 1997 and 1996, respectively.
Interest and dividend income increased $19,997 (21%) for the year ended
December 31, 1997 when compared to fiscal 1996, primarily due to the dividends
received from the Partnership's preferred stock investment in Coleman Natural
Products, Inc.
Total expenses were $186,070 for the year ended December 31, 1997
representing a decrease of $11,347 (6%) when compared to fiscal 1996.
Professional fees decreased $6,291 (27%) for the year ended December 31, 1997
when compared to 1996 primarily due to a reduction in the use of outside legal
counsel during the year. Other expenses decreased $3,706 (22%), for the year
ended December 31, 1997 when compared to fiscal 1996 due in part to decreased
printing costs in fiscal 1997.
8
<PAGE>
The change in net unrealized appreciation of investments for the year ended
December 31, 1997 was attributable solely to the liquidation of the
Partnership's investment in INTERLINQ.
For the years ended December 31, 1997, 1996 and 1995, respectively, the
Partnership had realized gain on the disposition of portfolio securities of
$659,889, $738,160 and $0 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, 1997 was $188.29 as compared with $287.16 at
December 31, 1996. The net asset value per Unit at December 31, 1995 was
$241.61.
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, and subsequently, the Administrative Fee was reduced as
follows:
Effective Date Adjusted Fee
-------------- ------------
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
Actual Administrative Fees amounted to $141,210, $141,210 and $145,133 for the
years ended December 31, 1997, 1996, and 1995, respectively.
9
<PAGE>
Item 8. Financial Statements and Supplementary Data
The following Financial Statements of the Partnership are included herein:
Page
----
Independent Auditors' Report 11
Statements of Assets and Liabilities, 12
December 31, 1997 and 1996.
Statements of Portfolio Investments, 13
December 31, 1997 and 1996.
Statements of Operations 14
Years Ended December 31, 1997, 1996 and 1995.
Statements of Partners' Capital, 15
Years Ended December 31, 1997, 1996 and 1995.
Statements of Cash Flows 16
Years Ended December 31, 1997, 1996 and 1995.
Statements of Changes in Net Assets, 17
Years Ended December 31, 1997, 1996 and 1995.
Notes to Financial Statements 18
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.
10
<PAGE>
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, 1997 and 1996, 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, 1997. 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.
As discussed in Note 6 to the financial statements, Boettcher Venture Capital
Partners, L.P. is in the process of winding up, liquidating its assets and
dissolving, as provided in the Partnership Agreement. The Partnership's
management's plans in regard to this matter are also discussed in Note 6.
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, 1997 and 1996, 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, 1997, in conformity with generally
accepted accounting principles.
KPMG Peat Marwick LLP
Denver, Colorado
March 12, 1998
11
<PAGE>
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
Statements of Assets and Liabilities
December 31, 1997 and 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
ASSETS:
Cash $ 13,770 $ 17,211
Portfolio investments, at estimated fair value
(cost $821,584 in 1997 and $1,435,539 in 1996) 821,584 2,183,351
Short-term investments at cost, which
approximates market value 1,217,544 892,810
Other receivables 13,156 12,437
Other assets - 5,359
---------- ----------
Total assets 2,066,054 3,111,168
---------- ----------
LIABILITIES:
Payable to Managing General Partner 47,840 34,625
Accounts Payable 4,675 5,633
---------- ----------
Total liabilities 52,515 40,258
---------- ----------
Net assets $2,013,539 $3,070,910
========== ==========
Partners' Capital:
Managing General Partner $ 409,976 $ 418,912
Individual General Partners 1,377 1,209
Limited partners 1,602,186 1,902,977
Unallocated net unrealized appreciation of investments - 747,812
---------- ----------
Total partners' capital applicable to outstanding
partnership interests ($188.29 and $287.16 in 1997
and 1996, respectively, per limited partnership unit) $2,013,539 $3,070,910
========== ==========
</TABLE>
See accompanying notes to financial statements.
12
<PAGE>
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
Statements of Portfolio Investments
December 31, 1997 and 1996
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Cost Estimated fair value
Company Position Investment date 1997 1997 1996
- ------------------------- ----------------------------- ------------------------ -------- -------- ----------
<S> <C> <C> <C> <C> <C>
BBE Sound, Inc. 100,000 shares of Series B
(formerly Barcus-Berry Convertible Preferred Stock July 1985 $ - $ - $ 50,000
Electronics, Inc.)
300,000 shares of Series C
Convertible Preferred Stock September 1985 - - 150,000
492,127 shares of Series D April 1987 and December
Convertible Preferred Stock 1988 - - 246,031
Warrants to purchase 32,928
shares of Series D
Convertible Preferred Stock April 1987 - - 33
-------- -------- ----------
- - 446,064
Coleman Natural Products 592,910 shares of Series A March 1989, November
Inc.(formerly Coleman Preferred Stock 1990, August 1991, October
Natural Holdings Corp.) 1993, and quarterly from
September 1995 through
December 1997 592,910 592,910 560,802
178,362 shares of Common March 1989, November
Stock for 1997 and 1996 1990, August 1991,
October 1993 and May
1994 228,673 228,673 228,672
Warrants to purchase 32,412
shares of Common Stock November 1990 1 1 1
-------- -------- ----------
821,584 821,584 789,475
INTERLINQ Software 200,000 shares of Common June 1992 and April
Corporation Stock at December 31, 1996 1993 - - 947,812
-------- -------- ----------
$821,584 $821,584 $2,183,351
======== ======== ==========
</TABLE>
See accompanying notes to financial statements.
13
<PAGE>
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
Statements of Operations
Years Ended December 31, 1997, 1996 and 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Investment Income:
Interest and dividends from short-term
and portfolio investments $ 115,201 $ 95,204 $ 66,969
--------- --------- ---------
Expenses:
Administrative fee 141,210 141,210 145,133
Professional fees 16,993 23,284 31,848
Independent General Partners'
fees and expenses 14,400 15,750 17,575
Other expenses 13,467 17,173 17,928
--------- --------- ---------
Total expenses 186,070 197,417 212,484
--------- --------- ---------
Net investment loss (70,869) (102,213) (145,515)
Realized gain on portfolio investments 659,889 738,160 -
--------- --------- ---------
Net investment loss and realized
gain allocable to partners 589,020 635,947 (145,515)
Net change in unrealized depreciation
of portfolio investments (747,812) (148,764) (234,569)
--------- --------- ---------
Net increase (decrease) in net assets $(158,792) $ 487,183 $(380,084)
========= ========= =========
Net investment loss per unit of
limited partner interest $ (6.63) $ (9.56) $ (13.61)
========= ========= =========
Weighted average number of limited
partnership units outstanding 10,694 10,694 10,694
========= ========= =========
</TABLE>
See accompanying notes to financial statements.
14
<PAGE>
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
Statements of Partners' Capital
Years Ended December 31, 1997, 1996 and 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
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, 1995 $ 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
Net investment losses
and net realized gains
allocable to partners 141,064 168 447,788 - 589,020
Distributions to partners (150,000) - (748,579) - (898,579)
Unrealized depreciation of portfolio
investments - - - (747,812) (747,812)
--------- ---------- ---------- ---------- ----------
Balances at December 31, 1997 $ 409,976 $1,377 $1,602,186 $ - $2,013,539
========= ========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
15
<PAGE>
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
Statements of Cash Flows
Years Ended December 31, 1997, 1996 and 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net investment loss and realized gain
allocable to partners $ 589,020 $ 635,947 $(145,515)
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 (659,889) (738,160) -
Paid-in-kind dividends (32,108) (20,870) (4,816)
Change in operating assets and liabilities:
Decrease (increase) in other receivables (719) 7,460 (19,897)
Decrease (increase) in other assets 7,035 (5,359) -
Increase (decrease) in payable to Managing
General Partner 13,215 (678) (3,922)
Increase (decrease) in accounts payable (958) (20,280) 11,513
----------- --------- ---------
Net cash used in operating activities (84,404) (141,940) (162,637)
----------- --------- ---------
Cash flows from investing activities:
Exercise of options included in portfolio investments (9,929) - -
Investment in short-term investments (1,263,541) (946,389) -
Proceeds from the disposition of portfolio
investments 1,314,205 955,172 -
Proceeds from principal paydowns on notes - - 9,609
Proceeds from maturities of short-term investments 938,807 127,000 169,284
----------- --------- ---------
Net cash provided by investing activities 979,542 135,783 178,893
----------- --------- ---------
Cash flows from financing activities-
Distributions to partners (898,579) - -
----------- --------- ---------
Net increase (decrease) in cash (3,441) (6,157) 16,256
Cash at beginning of year 17,211 23,368 7,112
----------- --------- ---------
Cash at end of year $ 13,770 $ 17,211 $ 23,368
=========== ========= =========
</TABLE>
See accompanying notes to financial statements.
16
<PAGE>
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
Statements of Changes in Net Assets
Years Ended December 31, 1997, 1996 and 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
From investment activities:
Net investment loss $ (70,869) $ (102,213) $ (145,515)
Realized gain on portfolio investments 659,889 738,160 -
Net change in unrealized depreciation
of portfolio investments (747,812) (148,764) (234,569)
----------- ---------- ----------
Net increase (decrease) in net assets
resulting from operations (158,792) 487,183 (380,084)
From financing activities:
Distributions to partners (898,579) - -
----------- ---------- ----------
Net increase (decrease) in net assets (1,057,371) 487,183 (380,084)
Net assets at beginning of year 3,070,910 2,583,727 2,963,811
----------- ---------- ----------
Net assets at end of year $ 2,013,539 $3,070,910 $2,583,727
=========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
17
<PAGE>
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
Notes to Financial Statements
For the years ended December 31, 1997, 1996 and 1995
- --------------------------------------------------------------------------------
(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").
Partnership Agreement
The Partnership Agreement (the "Agreement") provides for the allocation of
the following:
Managing
Limited General
Partners Partner
--------- --------
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
(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.
Basis of Accounting
The Partnership uses the accrual method of accounting. As discussed in Note
6, the Partnership has begun the process of winding up its activities,
liquidating its assets, and dissolving, as provided for in the Partnership
Agreement. The accompanying financial statements have been prepared in
accordance with generally accepted accounting principles on a basis
consistent with prior years and do not reflect liquidation accounting.
18
<PAGE>
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
Notes to Financial Statements
For the years ended December 31, 1997, 1996 and 1995
- --------------------------------------------------------------------------------
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
value. 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 $821,584 and $2,183,351 (40% and
70% of total assets, respectively) at December 31, 1997 and 1996,
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.
Use of Estimates
Management of the Partnership has made a number of estimates and
assumptions relating to the reporting of assets and liabilities and the
disclosure of contingent assets and liabilities to prepare these financial
statements in conformity with generally accepted accounting principles.
Actual results could differ from those estimates.
Reclassifications
Certain prior year amounts have been reclassified to conform to current
year financial statement presentation.
19
<PAGE>
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
Notes to Financial Statements
For the years ended December 31, 1997, 1996 and 1995
- --------------------------------------------------------------------------------
(2) Portfolio Investments
During 1997 and 1996, the Partnership realized a net gain on the entire or
partial disposition of its investment in INTERLINQ Software Corporation. No
such gains were realized during 1995.
1997 1996 1995
--------- ---------- ---------
Realized gain on portfolio investments $ 659,889 $ 738,160 $ -
========= ========= =========
(3) Short-Term Investments
Short-term investments at December 31, 1997 and 1996 represent investments
in a U.S. government securities money market fund at a cost of $1,217,544
and $892,810, respectively, which approximates fair 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:
Effective Adjusted
Date Fee
------------- ---------
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
Actual administrative fees amounted to $141,210, $141,210 and $145,133 for
the years ended December 31, 1997, 1996, and 1995, respectively.
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:
20
<PAGE>
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
Notes to Financial Statements
For the years ended December 31, 1997, 1996 and 1995
- --------------------------------------------------------------------------------
<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>
Administrative fees and reimbursements totaled $14,400, $15,750 and $17,575
for the years ended December 31, 1997, 1996, and 1995, respectively.
(5) Distributions
During the three years ended December 31, 1997 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>
April 17, 1997 $70 $748,579
</TABLE>
In addition, on April 29, 1997 a $150,000 cash distribution was made to the
Managing General Partner.
(6) Partnership Liquidation
Pursuant to the Second Amended and Restated Agreement of limited
partnership of the Partnership, the Partnership will terminate effective
December 31, 1997. However, in conjunction with Section 17-801 of the
Delaware Revised Uniform Limited Partnership Act (the "Act"), the
Partnership will be "dissolved" on that date even though the Managing
General Partner is permitted under Section 17-803 of the Act to wind up the
Partnership's affairs after December 31, 1997.
The Act provides that the Managing General Partner may gradually settle and
close the business of the Partnership, dispose of and convey the
Partnership's property, discharge or make reasonable provision for the
Partnership's liabilities and distribute to the Partnership's limited
partners any remaining assets of the Partnership.
After the dissolution of the Partnership, the Act states that the
Partnership will continue its existence as a separate legal entity until
the cancellation of the certificate of limited partnership. The filing will
not be done until the wind-up process is completed; this would include,
without limitation, the payment or making of reasonable provision for the
payment of obligations and liabilities and the distribution of assets to
creditors and partners of the Partnership.
21
<PAGE>
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
No annual meeting of Limited Partners or election of General Partners was
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.
22
<PAGE>
The Individual General Partners
Certain information concerning the Individual General Partners is set forth
below:
Partnership Units
Individual General Beneficially Owned
Name and Business Address Age Partner Since at March 12, 1998**
- --------------------------- --- ------------------ -------------------
Robert S. Benson 54 1985 1 Unit
32177 Highway 103
Evergreen, CO 80439
Samuel D. Addoms 57 1984-1985, 1996 5 Units
12015 E. 46th Avenue
Denver, CO 80239
Stephen G. McConahey* 54 1984 15 Units
77 West Wacker Drive
Chicago, IL 60601
Fred A. Vierra 64 1984 1 Unit
5619 DTC Parkway
Englewood, CO 80111
--------
All Individual General
Partners as a group 22 Units
========
* 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 6, 1998, 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.
23
<PAGE>
Robert S. Benson currently serves as Director of Bright Horizons, Inc., and
as a management consultant and professional director to a number of unaffiliated
privately-held companies. He 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., 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 as a director and as
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
24
<PAGE>
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 chairman of the board of Telewest, a
UK-based telecommunications company, and is a board 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, 1997, the Individual General
Partners held one scheduled meeting. The Audit Committee also held one meeting
during the fiscal year ended December 31, 1997. Mr. Vierra did not attend any 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.
25
<PAGE>
The Managing General Partner is a leading, full-service, retail-oriented,
securities brokerage operation with a distribution force of approximately 1,330
investment consultants located in approximately 140 branch offices across the
country. It is headquartered at 77 West Wacker Drive, Chicago, Illinois 60601.
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 70% owned by employees both directly and
through an employee stock ownership plan and approximately 30% owned by public
stockholders. 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:
Steven D. Binder Director, Executive Vice President, Regional
77 W. Wacker Drive Director-Central Region
Chicago, IL 60601
James R. Boris Director, Chairman and Chief Executive Officer
of 77 W. Wacker Drive ECC and EVEREN Securities
Chicago, IL 60601
26
<PAGE>
Terry L. Chase Director, Executive Vice President, Regional
77 W. Wacker Drive Director-Western Region
Chicago, IL 60601
Frederic D. Chu Director, Executive Vice President, Chief
77 W. Wacker Drive Information Officer
Chicago, IL 60601
Joseph D. DeMichiel Director, Executive Vice President, Regional
77 W. Wacker Drive Director-Midwestern Region
Chicago, IL 60601
Edward E. Dunleavy Director, Executive Vice President, Director-Equity
77 W. Wacker Drive Research
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
John S. Gallop Director, Executive Vice President, Director-
77 W. Wacker Drive Investment Banking
Chicago, IL 60601
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
William M. Hawkins Director, Executive Vice President, Regional
77 W. Wacker Drive Director-South Central Region
Chicago, IL 60601
Christopher T. Huff Director, Executive Vice President, Director-
77 W. Wacker Drive Taxable Securities
Chicago, IL 60601
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
Stephen G. McConahey Director, President and Chief Operating Officer of
77 W. Wacker Drive ECC and EVEREN Securities
Chicago, IL 60601
27
<PAGE>
Brand F. Meyer Director, Executive Vice President, Regional
77 W. Wacker Drive Director-Eastern Region
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
Michael Viviano Director, Executive Vice President
77 W. Wacker Drive
Chicago, IL 60601
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
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 66 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.
28
<PAGE>
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 had made an investment.
Daniel D. Williams, age 46 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, 1997 are set forth in the following table:
Aggregate Compensation
Name from the Partnership
- ---- --------------------
Samuel D. Addoms $ 4,950
Robert S. Benson 4,950
Stephen G. McConahey -
Fred A. Vierra 4,500
-------
Total $ 14,400
=======
29
<PAGE>
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, 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. For the fiscal year ended December 31, 1997, it was
$141,210.
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, 1993 through December 31, 1997, there were no such
30
<PAGE>
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 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.
Managing
Limited General
Partners (1) Partner
------------ --------
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)
(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
31
<PAGE>
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 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
32
<PAGE>
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
The information concerning the security ownership is set forth under Item
10 of this report.
Based on a review of the Partnership's records, as of March 6, 1998, Summit
Venture L.P. owned 573 Units, representing 5.35% of the outstanding 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.
33
<PAGE>
(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
(d) See Item 14(a) 1 and 2.
34
<PAGE>
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 17th day of
March 1998.
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 17th day of March, 1998.
Signature Title
- --------- -----
/S/ Stephen G. McConahey Individual General Partner of
- -------------------------
(Stephen G. McConahey) Boettcher Venture Capital Partners, L.P.
/S/ Robert S. Benson Individual General Partner of
- -------------------------
(Robert S. Benson) Boettcher Venture Capital Partners, L.P.
/S/ Samuel D. Addoms Individual General Partner of
- -------------------------------
(Samuel D. Addoms) Boettcher Venture Capital Partners, L.P.
/S/ Fred A. Vierra Individual General Partner of
- ----------------------------
(Fred A. Vierra) Boettcher Venture Capital Partners, L.P.
35
<PAGE>
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)
/S/ Terry Chase Director of EVEREN Securities, Inc.
- ------------------------
(Terry Chase)
/S/ Mel Hawkins Director of EVEREN Securities, Inc.
- ------------------------
(Mel Hawkins)
/S/ Joe DeMichiel Director of EVEREN Securities, Inc.
- ------------------------
(Joe DeMichiel)
36
<PAGE>
Signature Title
--------- -----
/S/ Brand Meyer Director of EVEREN Securities, Inc.
- ------------------------
(Brand Meyer)
/S/ Steve Binder Director of EVEREN Securities, Inc.
- --------------------------
(Steve Binder)
/S/ Fred Chu Director of EVEREN Securities, Inc.
- ----------------------
(Fred Chu)
/S/ Chris Huff Director of EVEREN Securities, Inc.
- ------------------------
(Chris Huff)
/S/ John Gallop Director of EVEREN Securities, Inc.
- -------------------------
(John Gallop)
/S/ Ed Dunleavy Director of EVEREN Securities, Inc.
- -------------------------
(Ed Dunleavy)
/S/ Mike Viviano Director of EVEREN Securities, Inc.
- --------------------------
(Mike Viviano)
37
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<PAGE>
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<NAME> Boettcher Venture Capital Partners, L.P.
<S> <C>
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<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
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