Rand Capital Corporation
Since 1969
Rand Capital Corporation is a registered closed-end management investment
company investing in the securities of businesses, which offer unique
opportunities for growth. Since its formation in 1969, Rand Capital has provided
venture capital to support the growth and development of businesses in varied
industries, primarily in the Northeastern United States. Rand's portfolio is
comprised of such investments which includes debt and/or equity holdings in both
private and publicly owned companies. Rand Capital is traded on The NASDAQ
SmallCap Market tier under the symbol: RAND.
President's Letter
Allen F. Grum
To Our Shareholders,
In 1997 we continued executing the business plan that was developed and
implemented in 1996. The results can be seen by:
1) A 163% increase in Investment Income, growing from $173,906 to $457,514.
2) Realized gains on investments totaling $1,304,120.
3) Operating Expenses were maintained at our 1996 levels, which was a decrease
of 21% from 1995.
4) Rand invested a total of $2,542,295 in nine investments.
The nature of venture capital investing requires a patient long term
outlook. Many of our investments have a minimum five year time horizon for
maturity. For example, our original 1991 investment of $500,000 in ARS,
Inc. matured in 1997, resulting in a realized gain of $757,820. Rand
continues to be highly liquid, with over $3,000,000 available for new
investments. Our ability to invest these funds is the key to the success of
Rand Capital. We look forward to reporting on our progress in the coming
quarters. Rand's management would like to thank and acknowledge the role of
the of the Board of Directors in providing the support and guidance
necessary to successfully execute on the business plan. The following pages
contain detailed information about Rand Capital and our investment
criteria. We appreciate your support and interest in Rand Capital
Corporation.
Sincerely,
March 17, 1998
<PAGE>
Schedule of Portfolio Investments
December 31, 1997
<TABLE>
<CAPTION>
Date
Acquired Equity
Company Type of Investment (a) (b) (c) Cost Value (d)
<S> <C> <C> <C> <C> <C>
American Tactile Corporation Convertible debentures at 8% 6/23/95 11% 150,000 50,000
Medina, NY. Develops equipment and due June 2000 and April 2001
systems to produce ADA signs for with detachable warrants
the visually impaired
ARIA Wireless Systems, Inc.* Common stock - 438,000 shares 5/23/97 9% 438,000 488,000
Buffalo, NY. Markets radio Option to purchase 100,000
transmission communication equipment common shares
ARS, Inc. Participation in subordinated 7/1/97 1% 1,000,000 1,029,000
Cheektowaga, NY. Assembles and debenture at 12%; due July 2002
distributes replacement automotive thru April 2005 with detachable
products warrants
BioVector, Inc Common stock - 50,000 shares 4/17/97 9% 50,000 125,000
Orchard Park, NY. Medical Convertible promissory note at 8%, 360,000 360,000
technological sales force company due April 2002. Option to purchase
140,000 common shares
BioWorks, Inc. Series A convertible preferred 11/6/95 <1% 56,000 56,000
Geneva, NY. Develops and manufactures stock - 32,000 shares
biological alternative to chemical
pesticides
Clearview Cable TV, Inc. Common stock - 400 shares 2/23/96 5% 55,541 55,541
New Providence, NJ. Wireless cable
television systems operator
Commercial Maintenance Common stock - 163,256 shares 10/16/95 10% 100,000 20,000
Organization, Inc.
Coral Springs, FL. Maintenance
service network for retailers,
restaurants and vendors
Comptek Research, Inc.* Common stock - 49,221 shares^ 6/29/95 <1% 693,998 464,023
Buffalo, NY. Develops electronic Term loan at prime less 1%, due 9/13/94 61,607 61,607
systems for military and June 1999
non-military applications
Lightbridge, Inc.* Common stock - 14,253 shares 3/31/94 <1% 218,271 218,271
Burlington, MA. Provides software
based services for wireless
telecommunications industry. Acquired
former Coral Systems, Inc.
investment in November 97
Fertility Acoustics, Inc. Common stock - 50,000 shares. 10/1/97 8% 50,000 125,000
Orchard Park, NY. Developer of Option to purchase 15,000
proprietary methods to diagnose common shares
onset of ovulation
HealthWay Products Company, Inc. Promissory note at 24%, 3/18/96 <1% 100,000 100,000
Syracuse, NY. Manufactures air due June 1996. 4,667 warrants
filters and climate control devices for Series A preferred stock
Heartland Wireless Common stock - 7,568 shares^ 2/23/96 <1% 171,277 11,118
Communications, Inc.*
Richardson, TX. Wireless cable
television system operator
J. Giardino First mortgage @ 11% 2/26/88 - 194,921 194,921
Buffalo, NY. Owns and leases
commercial property
MINRAD, Inc. Common Stock - 4,000 shares 8/4/97 <1% 9,000 40,000
Orchard Park, NY. Developer of laser Term loan at 12%, due March 1998 10/3/97 420,000 420,000
guided surgical devices
MobileMedia Corporation* Common stock - 71,292 shares^ 12/31/90 <1% 94,250 0
New York, NY. Provider of paging and
other wireless data services
Pathlight Technology, Inc. Class A Series 1(a) Convertible 10/7/97 3% 100,000 100,000
Ithaca, NY. Develops high Preferred stock- 100,000 shares
technology serial storage with 6% cumulative dividend
architecture for computer indus
Platform Technologies Holdings, LLC One unit with option for one 9/24/97 <1% 295 25,000
Orchard Park, NY. Provides sales additional unit
support and management for unique
medical device and diagnostic businesses
Reflection Technology, Inc. Series J convertible preferred 10/4/95 <1% 500,000 150,000
Waltham, MA. Develops and licenses stock - 243,903 shares
proprietary virtual display technology
Ultra-Scan Corporation Common stock - 47,583 shares 12/11/92 12% 276,986 0
Buffalo, NY. Ultrasonic fingerprint Term loan at 6% due September 1997 50,000 50,000
scanning technology
Other investments Other 60 60
-- --
Total portfolio investments 5,150,206 4,143,541
========= =========
</TABLE>
^ Unrestricted securities as defined in Note (a) * Publicly-owned Company
Notes to Schedule of Portfolio of Investments
(a) Unrestricted securities (indicated by ^) are freely marketable securities
having readily available market quotations. All other securities are restricted
securities which are subject to one or more restrictions on resale and are not
freely marketable. At December 31, 1997, restricted securities represented 80%
of the value of the investment portfolio.
(b) The Date Acquired column indicates the year in which the Corporation
acquired its first investment in the company or a predecessor company.
(c) The equity percentages express the percent of outstanding voting securities
held by the Corporation or the potential percentage of voting securities held by
the Corporation or the potential percentage of voting securities held by the
Corporation upon exercise of its warrants or conversion of debentures. The
symbol "<1%" indicates that the Corporation holds equity interest of less than
one percent.
(d) Under the valuation policy of the Corporation, unrestricted securities are
valued at the closing bid price for over-the-counter securities for the last
three days of the month. Restricted securities, including securities of
publicly-owned companies which are subject to restrictions on resale, are valued
at fair value as determined by the Board of Directors. Fair value is considered
to be the amount which the Corporation may reasonably expect to receive for
portfolio securities if such securities were sold on the valuation date.
Valuations as of any particular date, however, are not necessarily indicative of
amounts which may ultimately be realized as a result of future sales or other
dispositions of securities. Among the factors considered by the Board of
Directors in determining the fair value of restricted securities are the
financial condition and operating results, projected operations, and other
analytical data relating to the investment. Also considered are the market
prices for unrestricted securities of the same class (if applicable) and other
matters which may have an impact on the value of the portfolio company.
<PAGE>
Changes in Investments at Cost and Realized Gain: Year Ended December 31, 1997
Cost Increase Realized
(Decrease) Gain (Loss)
New and Additions to Previous Investments:
ARIA Wireless Systems, Inc. $ 438,000
ARS, Inc. 1,000,000
BioVector, Inc. 410,000
Commercial Maintenance Organization, Inc. 15,000
Fertility Acoustics, Inc. 50,000
MINRAD, Inc. 429,000
Pathlight Technology, Inc. 100,000
Platform Technologies Holdings, LLC 295
3-D Ventures 100,000
-------
2,542,295
---------
Investments Sold/Exchanged:
ARS, Inc. (500,000) $ 757,820
Heartland Wireless Communications, Inc. (133,279) (101,606)
Mobile Data Solutions, Inc. (100,000) 496,300
Transworld Telecom, Inc. (131,498) (96,112)
3-D Ventures (100,000) 50,000
--------- ------
(964,777) 1,106,402
--------- ---------
Other Changes:
Debenture repayments and distributions (164,598) -
--------- ---------
Net Change in Investments at Cost and Realized Gain $ 1,412,920 $ 1,106,402
========= =========
<PAGE>
Statements of Financial Position: December 31, 1996 and 1997
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Assets
Investments at Directors' valuation
(identified cost: $ 4,143,541 $ 4,075,174
1997 - $5,150,206; 1996 - $3,737,286) (Note 1)
Cash and cash equivalents 3,031,391 1,605,501
Interest receivable (net of allowance of $58,042 in 1997 103,436 100,411
and $0 in 1996)
Deferred tax asset (Note 2) 1,028,400 751,106
Income taxes receivable (Note 2) - 2,581
Other assets 148,732 74,423
------- ------
Total Assets $ 8,455,500 $ 6,609,196
========= =========
Liabilities and Stockholders' Equity (Net Assets)
Liabilities
Accounts payable and accrued expenses (Notes 4 and 6) $ 113,980 $ 150,660
Income taxes payable 300 -
--- -
Total Liabilities 114,280 150,660
----------------- ------- -------
Stockholders Equity (Net Assets) (Note 3)
Common stock, $.10 par - shares authorized 570,804 422,548
10,000,000 and 7,000,000, shares issued and outstanding
5,708,034 and 4,225,477 in 1997 and 1996
Capital in excess of par value 6,889,379 4,810,369
Undistributed net investment (loss) (1,512,372) (1,210,623)
Undistributed net realized gain on investments 3,055,715 2,258,386
Net unrealized (depreciation) appreciation of investments (622,306) 177,856
-------- -------
Net assets (per share 1997 - 8,341,220 6,458,536
--------- ---------
$1.46; 1996 - $1.53)
Total Liabilities and Stockholders' Equity $ 8,455,500 $ 6,609,196
========= =========
</TABLE>
<PAGE>
Statement of Operations: Years ending December 31, 1997 and 1996
1997 1996
Investment Income: (Note 5)
Interest from portfolio companies $ 178,695 $ 122,255
Interest from other investments 174,193 38,730
Other income 104,626 12,921
------- ------
457,514 173,906
------- -------
Expenses:
Salaries 320,695 273,258
Employee benefits 34,712 32,188
Directors' fees 40,648 33,830
Legal fees 34,334 106,003
Professional fees 21,377 33,464
Shareholders and office 106,862 76,122
Insurance 94,357 94,263
Corporate development 74,434 79,557
Other operating 45,092 40,742
------ ------
772,511 769,427
------- -------
Investment (loss) before income taxes (314,997) (595,521)
Income tax provision (Note 2) 12,000 13,000
Deferred income tax (benefit) (Note 2) (25,248) (210,736)
-------- ---------
Investment (loss) - net (301,749) (397,785)
--------- ---------
Realized gain (loss) on investments:
Net gain (loss) on sales and dispositions 1,106,402 (462,964)
--------- ---------
Net realized gain (loss) on investments 1,106,402 (462,964)
Deferred income tax provision 309,073 145,952
------- -------
Net realized gain (loss) 797,329 (608,916)
------- ---------
Unrealized appreciation (depreciation) on investments:
Beginning of period 337,889 3,236,040
End of period (1,006,665) 337,889
----------- -------
(Decrease) in unrealized appreciation
before income taxes (1,344,554) (2,898,151)
Deferred income tax (benefit) (Note 2) 504,392 (1,030,083)
------- -----------
Net (decrease) in unrealized appreciation (840,162) (1,868,068)
--------- -----------
Net realized and unrealized (loss) on investments (42,833) (2,476,984)
-------- -----------
Net (decrease) in net assets from operations $ (344,582) $ (2,874,769)
========= ============
<PAGE>
Statements of Changes in Net Assets: Years ending December 31, 1997 and 1996
1997 1996
Net assets at beginning of period (including
undistributed net
investment loss of $397,785 and $409,931,
respectively) $ 6,458,536 $ 9,333,305
--------- ------------
Operations:
Net investment (loss) (301,749) (397,785)
Net realized gain (loss) on investments 797,329 (608,916)
Net (decrease) in unrealized appreciation
of investments (840,162) (1,868,068)
--------- -----------
Net (decrease) in net assets from operations (344,582) (2,874,769)
--------- -----------
Net proceeds of private offering 2,227,266 0
Net assets at end of period (includes
undistributed net
investment loss of $301,749 and $397,785,
respectively) $ 8,341,220 $ 6,458,536
========== ==========
<PAGE>
Notes to Financial Statements: Years ended December 31, 1997 and 1996
1. Summary Of Significant Accounting Policies
The Corporation operates as a closed-end management investment corporation
registered under the Investment Company Act of 1940. It is a publicly held
venture capital corporation, founded in 1969, headquartered in Buffalo, New
York. The corporation's investment strategy is to provide expansion capital and
investment, as well as investment banking and financial advisory services, to
companies both inside and outside of the Western New York community.
Investments are stated at fair value as determined in good faith by the Board of
Directors, as described in the Notes to Portfolio of Investments on page 5.
Certain investments have been determined by the Board of Directors in the
absence of readily ascertainable fair values. Because of the inherent
uncertainty of valuation, these values may differ significantly from the values
that would have been used had a ready market for the securities existed, and the
difference could be material.
Amounts reported as realized gains and losses are measured by the difference
between the proceeds of sale or exchange and the cost basis of the investment
without regard to unrealized gains or losses reported in prior periods. The cost
of securities that have, in the Directors' judgment, become worthless, are
written off and reported as realized losses.
Temporary cash investments having a maturity of three months or less when
purchased are considered to be cash equivalents.
Interest income generally is recorded on the accrual basis except where the
investment is valued at less than cost to reflect risk of loss. In such cases,
interest is recorded at the time of receipt. A reserve for possible losses on
interest receivable is maintained when appropriate.
Net assets per share are based on the number of shares of common stock
outstanding during the respective year. The prior years have been restated to
show the effects of a twenty-five percent stock distribution that occurred
during 1995, 1994 and 1993.
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reporting amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
2. Income Taxes
Deferred tax assets and liabilities are recorded for temporary differences
between the financial statement and tax bases of assets and liabilities using
the currently enacted tax rate expected to be in effect when the taxes are
actually paid or recovered.
The net deferred tax asset presented in the Statements of Financial Position
includes the following:
1997 1996
Deferred tax asset - current $ 1,108,096 $ 1,004,320
Deferred tax liability - current 79,696 253,214
Net deferred tax asset $ 1,028,400 $ 751,106
The tax effect of the major temporary difference and carryforwards that give
rise to the Corporation's net deferred tax asset are as follows:
1997 1996
Operations $ (7,634) $ (6,020)
Investments 321,560 253,213
Net operating loss carryforwards 714,474 689,226
Capital loss carryforwards 0 309,073
-------- --------
Net deferred tax asset $ 1,028,400 $ 751,106
========= =======
The components of income tax expense (benefit) reported in the statement of
operations are as follows:
1997 1996
Current:
State $ 12,000 $ 13,000
------ ------
Deferred:
(Benefit) on change in unrealized appreciation:
Federal (189,091) (936,010)
State (31,476) (158,857)
-------- ---------
(220,567) (1,094,867)
--------- -----------
Total $ (208,567) $ (1,081,867)
========= ===========
A reconciliation of the benefit for the income taxes at the federal statutory
rate to the benefit reported is as follows:
1997 1996
Net investment (loss) and realized (loss)
before income taxes (benefit) $ (553,149) $ (3,956,636)
========= ===========
Expected tax (benefit) at statutory rate
of 34% $ (188,071) $ (1,295,888)
State - net of federal effect (12,854) (96,264)
Other (7,642) 310,285
------- -------
Total $ (208,567) $ (1,081,867)
========= ===========
Deferred income (benefit) taxes of approximately $(393,600) and $172,00 at
December_31, 1997 and 1996, respectively, relate to net unrealized
(depreciation) appreciation of investments. Such (depreciation) appreciation is
not included in taxable income until realized.
Included in deferred taxes on the accompanying statements of financial position
is approximately $72,000 and $81,000 at December 31, 1997 and 1996,
respectively, applicable to a gain being reported under the installment method
for income tax purposes. This amount will be reduced in future periods as
payments are received.
At December 31, 1997, the Corporation had a federal and state net operating loss
carryforward of approximately $1,789,000 and $1,719,000, respectively, which
expire commencing in 2007.
3. Stockholders' Equity
In February 1997, the Corporation completed the sale of 1,482,557 shares of
common stock at $1.55 per share via a private placement. The price of the shares
was equal to the then current net asset value, making it a non-dilutive
transaction.
At December 31, 1997 and 1996, there were 500,000 shares of $10 par value
preferred stock authorized and unissued.
Summary of change in capital accounts:
<TABLE>
<CAPTION>
Undistributed Net Unrealized
Undistributed Net Realized Gain (Loss) Appreciation (Depreciation)
Investment Loss on Investments on Investments
<S> <C> <C> <C>
Balance, December 31, 1995 $ (812,838) $ 2,867,302 $ 2,045,924
Net (decrease) in net assets from operations (397,785) (608,916) (1,868,068)
--------- --------- -----------
Balance, December 31, 1996 (1,210,623) 2,258,386 177,856
Net (decrease) increase in net assets (301,749) 797,329 (840,162)
--------- ------- ---------
from operations
Balance, December 31, 1997 $ (1,512,372) $ 3,055,715 $ (662,306)
========== ========= =========
</TABLE>
<TABLE>
<CAPTION>
Common Stock Capital in
Shares Amount Excess of Par
<S> <C> <C> <C>
Balance, December 31, 1995 and 1996 4,225,477 $ 422,548 $ 4,810,369
Private offering - 1997 1,482,557 148,256 2,079,010
--------- ------- ---------
Balance, December 31, 1997 5,708,034 $ 570,804 $ 6,889,379
========= ======= =========
</TABLE>
4. Commitments and Contingencies
Corporation has a deferred compensation agreement which includes health and
dental benefits with a former officer of the Corporation. Payments under this
agreement are expected to be paid out over the period of January 1, 1996 through
September 1, 1999. The amounts under this agreement were accrued as of December
31, 1995 due to all terms of the contract being satisfied by that fiscal year
end. The health and dental benefits are accounted for under Statement of
Financial Accounting Standards No. 106, " Employers Accounting for
Postretirement Benefits Other Than Pensions" (FASB 106), requiring the accrual
method of accounting for these benefits. Total accrued deferred compensation
under this agreement at December 31, 1997 and 1996 was $95,977 and $132,177,
respectively.
5. Transactions with Affiliates
Interest income from affiliates of the Corporation was $0 and $61,678 for the
years ended December 31, 1997 and 1996, respectively.
6. Pension Expense
In prior years the Corporation sponsored a contributory and non-contributory
defined benefit plan (the "Plan"). On September 23, 1996, the Corporation
terminated the Plan. Prior to the termination, a former officer received a lump
sum payment from the Plan in 1996 of approximately $486,000, and another
participant received a lump sum distribution. As of the termination date, the
Plan termination liability was $11,527 and was distributed to the two remaining
vested participants in 1997. The Plan has ceased to exist as an entity. For the
year ended December 31, 1996, total retirement expense amounted to $9,785 and
actual contributions to the Plan amounted to $8,040. Defined benefits are not
provided under a successor contributory plan.
<PAGE>
Schedules of Selected Per Share Data and Ratios: Five Years ended
December 31, 1997
Selected data for each share of capital stock outstanding throughout the five
most current years is as follows:
<TABLE>
<CAPTION>
Year ended December 31,
1997 1996 1995* 1994* 1993*
<S> <C> <C> <C> <C> <C>
Investment income (Note 5) $ 0.08 $ 0.04 $ 0.09 $ 0.07 $ 0.13
Expenses 0.14 0.18 0.23 0.17 0.18
---- ---- ---- ---- ----
Investment (loss) before income taxes (0.06) (0.14) (0.14) (0.10) (0.05)
Income tax provision (Note 2) .00 (0.05) (0.05) (0.03) (0.01)
--- ------ ------ ------ ------
Net investment (loss) (0.06) (0.09) (0.09) (0.07) (0.04)
Net realized and unrealized gain (loss) on investments (0.01) (0.59) (0.89) 0.18 (0.02)
------ ------ ------ ---- ------
Increase (decrease) in net asset value before
cumulative effect of change in method of accounting (0.07) (0.68) (0.98) 0.11 (0.06)
Cumulative effect of change in method of accounting
for income taxes (Note 2) 0.00 0.00 0.00 0.00 0.06
---- ---- ---- ---- ----
Increase (decrease) in net asset value (0.07) (0.68) (0.98) 0.11 0.00
Net asset value - beginning 1.53 2.21 3.19 3.07 3.07
Net proceeds from private placement 0.00 0.00 0.00 0.01 0.00
---- ---- ---- ---- ----
Net asset value - ending $ 1.46 $ 1.53 $ 2.21 $ 3.19 $ 3.07
==== ==== ==== ==== ====
Ratio of expense to average net assets 9.26% 9.75% 8.73% 6.13% 5.86%
Ratio of net investment (loss) to average net assets (3.62)% (5.04)% (3.48)% (2.32)% (1.11)%
Number of shares outstanding at end of period 5,708,034 4,225,477 4,225,477 4,185,477 3,357,352
</TABLE>
*Per share data presented has been restated from prior years to reflect the 25%
stock distributions of the Corporation occurring in 1995, 1994 and 1993.
<PAGE>
Independent Auditors' Report: Deloitte and Touche LLP
To the Board of Directors and Stockholders
Rand Capital Corporation
Buffalo, New York
We have audited the accompanying statements of financial position of Rand
Capital Corporation, (the "Corporation") as of December 31, 1997 and 1996,
including the schedule of portfolio investments as of December 31, 1997, and the
related statements of operations and changes in net assets for the years then
ended, and the selected per share data and ratios for each of the five years in
the period then ended. These financial statements and the selected per share
data and ratios are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these financial statements and the
selected per share data and ratios 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 and per share data
and ratios are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included examination or confirmation of securities
owned as of December 31, 1997 and 1996. 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 and selected per share data and
ratios referred to above present fairly, in all material respects, the financial
position of Rand Capital Corporation as of December 31, 1997 and 1996, the
results of its operations and changes in its net assets for the years then ended
and the selected per share data and ratios for each of the five years in the
period then ended, in conformity with generally accepted accounting principles.
As explained in Note 1, the financial statements include securities valued at
$4,143,541 (50% of net assets), and $4,075,174 (63% of net assets) at December
31, 1997 and 1996, whose values have been estimated by the Board of Directors in
the absence of readily ascertainable market values. We have reviewed the
procedures used by the Board of Directors in arriving at its estimate of value
of such securities and have inspected underlying documentation, and, in the
circumstances, we believe the procedures are reasonable and the documentation
appropriate. However, because of 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.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of changes in
investments at cost and realized gain on page 6 for the year ended December 31,
1997 is presented for the purpose of additional analysis and is not a required
part of the basic financial statements. This schedule is the responsibility of
the Corporation's management. Such schedule has been subjected to the auditing
procedures applied in our audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
January 16, 1998
Buffalo, NY
<PAGE>
Shareholder Information:
Transfer Agent
Continental Stock Transfer & Trust Company
2 Broadway
New York, NY 10004
Shareholders
The Corporation had approximately 234 record holders of its common stock.
This total does not include an estimated 853 shareholders with shares held under
beneficial ownership in nominee name or within clearinghouse positions of
brokerage firms or banks.
Market Prices
The common stock of Rand Capital is traded on The NASDAQ SmallCap Market tier
of The NASDAQ Stock Market under the symbol: RAND. The following high and low
selling prices for the shares during each quarter of the last two years were
taken from quotations provided to the Corporation by the National Association of
Securities Dealers, Inc.
Stock Selling Price Data
1997 1996
Quarter High Low High Low
1st 2 1 7/16 3 1/2 1 1/
2nd 2 1 2 1/4 1 3/8
3rd 1 9/16 1 3/16 2 1/8 1 1/2
4th 1 13/32 7/8 1 11/16 1 3/16
Notice of Annual Meeting
The Annual Meeting of Shareholders of Rand Capital Corporation will be held
on Tuesday, April 14, 1998 at 10:00 am at the Rand Building, Room 1734, 14
LaFayette Square, Buffalo, New York. All shareholders are encouraged to attend.
Directors
Reginald B. Newman II President, NOCO Energy Corporation
Buffalo, NY Chairman, Rand Capital Corporation
Thomas R. Beecher, Jr President, Beecher Securities Corporation
Buffalo, NY
Allen F. Grum President, Rand Capital Corporation
Buffalo, NY
Luiz F. Kahl President, The Vector Group, LLC
Buffalo, NY
Ross B. Kenzie Retired
Buffalo, NY
Willis S. McLeese Chairman, Colmac Holdings Ltd.
Toronto, Canada
Jayne K. Rand Vice President, M&T Bank
Buffalo, NY
Officers
Allen F. Grum President
Nora B. Sullivan Executive Vice President
Daniel P. Penberthy Chief Financial Officer
Corporate Counsel Independent Accountants
Hodgson, Russ, Andrews,Woods & Goodyear Deloitte & Touche LLP
1800 One M&T Plaza KeyBank Tower
Buffalo, NY 14203 50 Fountain Plaza,
Suite 250
Buffalo, NY 14202
Rand Capital Corporation
Tel: 716-853-0802
Fax: 716-854-8480
Email: [email protected]
[email protected]
[email protected]
