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SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14 (A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed be the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c)
or Sec. 240.14a-12
TECHNOLOGY FUNDING VENTURE PARTNERS IV,
AN AGGRESSIVE GROWTH FUND, L.P.
-----------------------------------------------
(Name of Registrant as Specified In Its Charter)
TECHNOLOGY FUNDING VENTURE PARTNERS IV,
AN AGGRESSIVE GROWTH FUND, L.P.
2000 Alameda de las Pulgas, Suite 250
San Mateo, California 94403
NOTICE OF MEETING OF LIMITED PARTNERS
To the Limited Partners of TECHNOLOGY FUNDING VENTURE PARTNERS IV,
AN AGGRESSIVE GROWTH FUND, L.P.
Notice is hereby given that the Annual Meeting of Limited Partners
of Technology Funding Venture Partners IV, an Aggressive Growth
Fund, L.P. (the "Partnership") will be held at 10:30 a.m. on
Friday, December 5, 1997, at the Partnership's offices at 2000
Alameda de las Pulgas, Suite 250, San Mateo, California, for the
following purposes:
1. To elect three Individual General Partners;
2. To elect two Managing General Partners;
3. To ratify the selection of KPMG Peat Marwick LLP as
independent public accountants of the Partnership; and
4. To transact such other business as may properly come before
the meeting or any adjournment thereof.
By order of the Management Committee of the Partnership, only
Limited Partners of record at the close of business on June 1,
1997, are entitled to notice of and will be entitled to vote at
this meeting or any adjournment thereof. This notice and the
enclosed proxy statement are expected to be mailed to Limited
Partners on or about October 13, 1997.
You are cordially invited to attend this meeting. WHETHER OR NOT
YOU PLAN TO ATTEND THIS MEETING, PLEASE COMPLETE, SIGN, DATE, AND
RETURN THE ACCOMPANYING PROXY AS PROMPTLY AS POSSIBLE IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. THE ENCLOSED PROXY IS BEING
SOLICITED BY THE MANAGEMENT COMMITTEE.
By Order of the Management Committee
Charles R. Kokesh, President
Technology Funding Inc., General Partner
San Mateo, California
Dated: October 13, 1997
TECHNOLOGY FUNDING VENTURE PARTNERS IV,
AN AGGRESSIVE GROWTH FUND, L.P.
2000 Alameda de las Pulgas, Suite 250
San Mateo, California 94403
PROXY STATEMENT
October 13, 1997
GENERAL INFORMATION
Technology Funding Venture Partners IV, an Aggressive Growth Fund,
L.P. (the "Partnership") is a limited partnership organized under
Delaware law. The Partnership has elected the status of a
business development company under the Investment Company Act of
1940, as amended (the "Investment Company Act"). It commenced
operations on February 16, 1989. The Partnership completed its
offering on September 14, 1990, raising a total of $40,000,000.
The Partnership is managed by a Management Committee, consisting
of three Individual General Partners and a representative of each
of the two Managing General Partners, Technology Funding Inc.
("TFI") and Technology Funding Ltd. ("TFL"). Initially
capitalized terms used in this Proxy Statement that are not
otherwise defined have the meanings set forth in the Amended and
Restated Limited Partnership Agreement (the "Partnership
Agreement").
The accompanying proxy is solicited on behalf of the Management
Committee for use at the Meeting of Limited Partners of the
Partnership to be held at 10:30 a.m. on December 5, 1997 (the
"Meeting"), at the Partnership's offices located at 2000 Alameda
de las Pulgas, Suite 250, San Mateo, California, and any
adjournment thereof.
VOTING RIGHTS AND SOLICITATION OF PROXIES
Only Limited Partners of record on June 1, 1997, will be entitled
to vote at the Meeting. At the close of business on that date,
the Partnership had 16400,000 Units outstanding and entitled to
vote. To the knowledge of management of the Partnership, no
person owned beneficially more than five percent of the
outstanding Units at such date. Limited Partners are entitled
to one vote for each Unit held.
Any person signing a proxy in the form accompanying this Proxy
Statement has the power to revoke it prior to the Meeting or at
the Meeting prior to the vote pursuant to the proxy. A proxy may
be revoked by (i) filing a written revocation of the proxy with
the Partnership; (ii) submitting a subsequent proxy that is signed
by the person who signed the earlier proxy; or (iii) attending the
Meeting and casting a contrary vote.
The expenses of soliciting proxies will be paid by the
Partnership. Following the original mailing of the proxies and
other soliciting materials, representatives of the Partnership may
request brokers, custodians, nominees, and other record holders to
forward copies of the proxy and the other soliciting materials to
persons for whom they hold Units and to request authority for the
exercise of proxies. In such case, the Partnership, upon the
request of the record holders, will reimburse such holders for
their reasonable expenses.
PROPOSAL 1 -- ELECTION OF INDIVIDUAL GENERAL PARTNERS
All General Partners of the Partnership are elected by the Limited
Partners. The members of the Management Committee, which
Committee is responsible for the management and administration of
the Partnership, are the three Individual General Partners and a
representative from each of TFI and TFL, the Managing General
Partners. 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
("SEC") 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. While not superseding the Partnership's order, the SEC
has adapted a Rule under the Investment Company Act of 1940 to the
same operative effect. Presently, none of the Individual General
Partners is an "interested person" of the Partnership. Therefore,
the Individual General Partners constitute the Partnership's
Independent General Partners.
The Management Committee has exclusive control of the management
of the Partnership, provides overall guidance and supervision with
respect to the operations of the Partnership and performs the
various duties imposed on the boards of directors of business
development companies by the Investment Company Act. In addition
to general fiduciary duties, the Management Committee, among other
things, supervises the management arrangements of the Partnership
and supervises the activities of the Managing General Partners.
Subject to the supervision of the Management Committee, the
Managing General Partners are responsible for (i) management of
the Partnership, including analysis and selection of the Portfolio
Companies that the Partnership funds, (ii) negotiation and
structuring of financing arrangements, (iii) oversight of the
Portfolio Companies, and (iv)day-to-day administration of
Partnership affairs.
At the Meeting, the Limited Partners will elect three Individual
General Partners, each to hold office until the next required
meeting and until his or her successor is elected and qualified or
until his or her earlier resignation or removal. Units
represented by the accompanying proxy will be voted for the
election of the nominees listed below, each of whom is presently
an Individual General Partner of the Partnership and, with the
exception of Mr. Muncaster (who became an Individual General
Partner in July 1991), has been such since the Partnership
commenced operations, unless the proxy is marked in such a manner
as to withhold authority so to vote. Each nominee listed below
has consented to serve or to continue to serve as an Individual
General Partner. If any nominee is not available for election,
which is not anticipated, the proxies received will be voted for
such substitute nominee as the Individual General Partners may
recommend.
Certain information about each nominee is set forth below:
Partnership Units Beneficially
Nominee Age owned effective March 31, 1997
- ------------------ ----- ------------------------------
John Patrick O'Grady, M.D. 50 Twenty
William J. Raduchel, M. 49 Twenty
John W. Muncaster 55 Twenty
John Patrick O'Grady, M.D. is a professor of Obstetrics and
Gynecology, Tufts University School of Medicine, Chief of Maternal
Fetal Medicine and Director of the Obstetrical Service at Baystate
Medical Center in Springfield, Massachusetts. Before August 1989,
Dr. O'Grady was an Associate Professor at the Cast Western Reserve
University School of Medicine, Cleveland, Ohio. Prior to joining
Case Western in January 1984, he was an Associate Professor of
Obstetrics/Gynecology and Diagnostic Radiology at the Oregon
Health Sciences University School of Medicine, Portland, Oregon,
from June 1983 to January 1984. From April 1979 to June 1983, Dr.
O'Grady was an Assistant Professor at the same institution.
Before his move to Oregon, he was Assistant Professor at the
Martin Luther King, Jr. General Hospital, King-Drew Medical
Center, Los Angeles, California, from 1976 to 1978. Dr. O'Grady
has a B.A. and a M.A. from Stanford University and a M.D. from the
Yale University School of Medicine and is Board certified in both
obstetrics and gynecology and maternal fetal medicine.
William J. Raduchel, Ph.D. is Vice President Corporate Planning
and Development, Chief Information Officer and Corporate Executive
Officer at Sun Microsystems, Inc. ("Sun"), a position he has held
since July 1991. For the period October 1989 to July 1991, he was
Chief Financial Officer at Sun Microsystems. For the period
October 1988 to October 1989, he was Vice President of Corporate
Planning and Development at Sun Microsystems. Dr. Raduchel joined
Sun from Xerox Corporation where he was Vice President for
Document Systems in Strategic Business Office, serving as the
business manager for the Xerox work-station business. Prior to
that time, he was Senior Vice President, Market Development and
Chief Scientist of McGraw-Hill, Inc., having major
responsibilities in corporate planning and development. From June
1978 to June 1983, he was an executive at Data Resources, Inc., a
McGraw-Hill company. Dr. Raduchel was a staff member of the
Institute for Defense Analysis from June 1977 to June 1978 and
spent the previous nine years in academic and administrative
positions at Harvard University. Dr. Raduchel earned a B.A. from
Michigan State University and an M.A. and Ph.D. from Harvard
University.
John W. Muncaster has been the President of Polyguard Products,
Inc., and its parent company, Muncaster Capital of Texas, Inc.,
since 1987. From 1977 to 1987, Mr. Muncaster held a variety of
positions with Owens Corning Fiberglas, including Marketing
Manager - Highway Maintenance Products, Director - Venture
Development, and Associate Director - Research and Development.
Mr. Muncaster began his career in 1962 with the United States
Steel Corporation and has held other managerial positions with a
variety of other companies. He has written several published
papers and holds a U.S. Patent for Road Repair Material. Mr.
Muncaster received his A.B. from Dickinson College, and an M.B.A.
from Harvard Business School.
Compensation
The Partnership currently pays each Individual General Partner an
annual fee of $10,000 in quarterly installments plus a fee of
$1,000 for each meeting of the Management Committee or of any
committee thereof (unless called on the same day and place as a
Management Committee meeting, in which case the fee is $500). The
Partnership also pays all Individual General Partners' actual out-
of-pocket expenses relating to attendance at meetings. The
aggregate fees and expenses paid by the Partnership to Messrs.
O'Grady, Raduchel and Muncaster totaled $17,363, $14,039, and
$16,329, respectively, for the fiscal year ended 1996.
Management Committee Meetings and Committees
During 1996, the Partnership's Management Committee held a total
of four meetings. Each person who was then a member of the
Management Committee attended all meetings. The Partnership does
not have an audit committee, a compensation committee, a
nominating committee or any committee performing similar
functions.
Interested Persons
The Partnership does not consider any of its Individual General
Partners to be an "interested person" of the Partnership within
the meaning of Section 2(a)(19) of the Investment Company Act.
PROPOSAL 2 -- ELECTION OF MANAGING GENERAL PARTNERS
At the Meeting, two Managing General Partners will be elected,
each to serve until the next required Meeting of Limited Partners
and until its successor is elected and qualified or until its
earlier resignation or removal. It is the intention of the
persons named in the enclosed proxy, unless a contrary instruction
is given, to vote in favor of the election of the nominees
discussed below. The nominees discussed below have consented to
continue to serve as Managing General Partners.
Technology Funding Inc. is a California corporation formed in 1979
to act as an independent general partner in limited partnerships
providing funding to high technology companies. Its address is
2000 Alameda de las Pulgas, Suite 250, San Mateo, California
94403. In conjunction with TFL, TFI has organized and managed 20
limited partnerships in addition to the Partnership. TFI is a
registered investment adviser under the Investment Advisers Act of
1940. Mr. Kokesh is the sole director of TFI, and all of the
shares of stock of TFI are owned by TFL. TFI currently employs
approximately 39 persons. The backgrounds and experience of
certain senior officers of TFI are outlined in "Key Personnel of
the Managing General Partners" below.
Technology Funding Ltd. is a California limited partnership formed
in 1980 that serves as co-general partner with TFI in the
Technology Funding partnerships. TFL is a registered investment
adviser under the Investment Advisers Act of 1940. TFL is the
sole shareholder of TFI. TFL has two general partners and 18
limited partners. Mr. Kokesh is the managing general partner of
TFL.
Voting Interest in the Managing General Partners
The following table sets forth the voting interests of the general
partners of TFL as of March 31, 1997. TFL is the sole shareholder
of TFI. Mr. Kokesh may be deemed to be a control person of TFL.
TFL (1)
Charles R. Kokesh 6 votes
Gregory T. George 2 votes
(1) Under the TFL partnership agreement, all material decisions
require the vote of at least 75% of the voting interests. The
general partners' capital, profit and loss interests are flexible
and may vary from the voting percentages set forth above. Limited
partners have very limited voting rights.
Key Personnel of the Managing General Partners
Charles R. Kokesh, 47, President, Chief Executive Officer and
Chairman of TFI; and managing general partner of TFL. Prior to
forming Technology Funding in 1979, Mr. Kokesh was a Vice
President of Bank of America where he was responsible for Global
Treasury Management Services.
Gregory T. George, 48, is a Group Vice President of TFI and a
general partner of TFL. From May 1983 to June 1986, Mr. George
was an independent management consultant specializing in the
technical and strategic analysis of venture-backed software
companies.
Thomas J. Toy, 42, is a Group Vice President of TFI and a partner
of TFL. Prior to joining TFI in January 1987, Mr. Toy spent seven
years in various positions with Bank of America, most recently as
a Vice President in corporate lending.
Peter F. Bernardoni, 38, is a Vice President of TFI and a partner
of TFL. Prior to joining Technology Funding in February 1988, Mr.
Bernardoni served in several capacities with IBM.
Removal of the Managing General Partners
The Managing General Partners may be removed from the Partnership
either (i) by a majority of the Independent General Partners of
the Partnership, (ii) by failure to be reelected by the Limited
Partners or (iii) with the consent of a majority in interest of
the Limited Partners.
In the event of the removal of the Managing General Partners and
the continuation of the Partnership, the Partnership Agreement
provides that the venture capital investments held by the
Partnership at the time of removal will be valued in a procedure
set forth in the Partnership Agreement. With respect to their
Partnership Interests, the removed Managing General Partners will
receive a final allocation of Net Profit or Net Loss equal to the
Net Profit or Net Loss that they would have been allocated
pursuant to the Partnership Agreement if all unrealized capital
gains and losses of the Partnership were deemed realized and an
allocation of Net Profit or Net Loss were made at such time.
If the Capital Accounts of the removed Managing General Partners
have a positive balance after the final allocation, the
Partnership will deliver a promissory note to the removed Managing
General Partners, with a principal amount equal to the amount, if
any, by which the positive amount of the removed Managing General
Partners' Capital Accounts exceeds the amount of their Capital
Contributions, bearing interest at the prime rate in effect at the
time of removal, with interest payable annually and principal
payable, if at all, only from 20% of any available cash before any
distributions thereof are made to the Partners. If the Capital
Accounts of the removed Managing General partners have a negative
balance after such allocation, the Managing General partners will
contribute cash to the Partnership equal to that negative balance.
The Partnership Interests of the removed Managing General Partners
will convert to those of Limited Partners and the removed Managing
General Partners will continue to receive, as Limited Partners,
allocations of Net Profits and Net Losses pursuant to the
Partnership Agreement and related distributions as provided in the
Partnership Agreement.
PROPOSAL 3 -- SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Management Committee of the Partnership selected the firm of
KPMG Peat Marwick LLP ("Peat Marwick"), independent public
accountants, to examine the financial statements of the
Partnership. The Partnership knows of no direct or indirect
financial interest of such firm in the Partnership. Such
appointment is subject to ratification or rejection by the Limited
Partners of the Partnership. Unless a contrary specification is
made, the accompanying proxy will be voted in favor of ratifying
the selection of such accountants.
Peat Marwick also acts as independent public accountants for the
Managing General Partners and substantially all of the other
Technology Funding partnerships and other Technology Funding
entities. The fees received by Peat Marwick from these other
entities are substantially greater, in the aggregate, than the
total fees received by it from the Partnership. The Management
Committee considered the fact that Peat Marwick has been retained
as the independent accountants for the Managing General Partners
and the other entities described above in their evaluation of the
independence of Peat Marwick with respect to the Partnership.
Representatives of Peat Marwick are not expected to be present at
the Meeting and therefore will not have the opportunity to respond
to questions from Limited Partners or to make a statement.
PROPOSAL 4 -- TRANSACT OTHER BUSINESS
The Management Committee does not presently intend to bring any
other business before the Meeting and, so far as it is known to
the Management Committee, no matters are to be brought before the
Meeting except as specified in the notice of the Meeting. As to
any business that may properly come before the Meeting, however,
it is intended that proxies, in the form enclosed, will be voted
in the respect thereof in accordance with the judgment of the
persons voting such proxies.
ADDITIONAL INFORMATION
Limited Partner Status
The Partnership Agreement provides that the Limited Partners of
the Partnership are prohibited from exercising certain rights of
limited partners, including the right to elect General Partners,
to approve certain partnership matters and to amend the
Partnership Agreement, unless prior to the exercise of such
rights, counsel for the Partnership has delivered to the
Partnership an opinion to the effect that neither the existence of
such rights nor the exercise thereof will violate the provisions
of the Revised Uniform Limited Partnership Act of the State of
Delaware, as amended, or the applicable laws of the other
jurisdictions in which the Partnership is then formed or
qualified, will adversely affect the classification of the
Partnership as a partnership for federal income tax purposes.
Prior to the Meeting, counsel to the Partnership will have
delivered a favorable opinion to the Partnership with respect to
the foregoing. In rendering such opinion, counsel for the
Partnership expects to rely as to matters of Delaware law upon the
opinion of special Delaware counsel to the Partnership.
LIMITED PARTNER PROPOSALS
A Limited Partner proposal for inclusion in a Partnership Proxy
Statement and Form of Proxy relating to a meeting of Limited
Partners must be received by the Managing General Partners by
March 15th of the calendar year in which inclusion of such
proposal in the proxy materials is sought by Limited Partners for
a meeting of Limited Partners to be held during that same calendar
year. Mere submission of a proposal, however, will not guarantee
its inclusion in the proxy materials, as other conditions, such as
compliance with the federal regulations and the terms of the
Partnership Agreement, must also be met.
AS THE PARTNERSHIP MUST RECEIVE PROXIES FROM AT LEAST 50% OF THE
OUTSTANDING UNITS, ALL LIMITED PARTNERS ARE URGED TO COMPLETE,
SIGN, DATE AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POST-
PAID ENVELOPE. YOUR PROMPT ATTENTION TO THIS MATTER WILL AVOID
COSTLY FOLLOW-UP CORRESPONDENCE. THANK YOU FOR YOUR ASSISTANCE.
TECHNOLOGY FUNDING VENTURE PARTNERS IV,
AN AGGRESSIVE GROWTH FUND, L.P.
PROXY FOR ANNUAL MEETING OF LIMITED PARTNERS
DECEMBR 5, 1997
The undersigned hereby appoints Charles R. Kokesh and Gregory T.
George or either of them, each with the power of substitution, as
proxies to represent the undersigned at the Annual Meeting of the
Limited Partners of Technology Funding Venture Partners IV, an
Aggressive Growth Fund, L.P. (the "Partnership") to be held at the
Partnership's offices at 2000 Alameda de las Pulgas, Suite 250,
San Mateo, California on December 5, 1997 at 10:30 a.m., and any
adjournment thereof, and to vote the number of Units of limited
partnership interest in the Partnership the undersigned would be
entitled to vote if personally present in the following matters:
1. ELECTION OF INDIVIDUAL GENERAL PARTNERS
FOR all nominees listed below
(except as marked to the Contrary below): ( )
WITHHOLD AUTHORITY to vote for all nominees
Listed below: ( )
Nominees: John Patrick O'Grady, M.D.,
William J. Raduchel, Ph.D., John W. Muncaster
(INSTRUCTION: To withhold authority to vote for any
individual nominee, write that nominee's name on the space
provided below.)
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2. ELECTION OF MANAGING GENERAL PARTNERS
FOR all nominees listed below (except as marked to the
contrary below): ( )
WITHHOLD AUTHORITY to vote for all nominees Listed below:
( )
Nominees: Technology Funding Inc., Technology Funding Ltd.
(INSTRUCTION: To withhold authority to vote for any
individual nominee, write that nominee's name on the space
provided below.)
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3. RATIFICATION OF THE SELECTION OF PEAT MARWICK LLP as
independent certified public accountants of the Partnership.
( ) FOR ( ) AGAINST ( ) ABSTAIN
4. In their discretion upon such other business as may properly
Come before the meeting or any adjournment thereof.
The Management committee recommends a vote FOR all nominees
identified in proposals 1 and 2 above and FOR proposal 3 above.
This proxy is solicited on behalf of the Management Committee.
This Proxy will be voted as directed. In the absence of
direction, this proxy will be voted for all nominees in proposals
1 and 2 and for proposal 3.
WILL YOU BE ATTENDING THE ANNUAL MEETING?
( ) YES ( ) NO
PROXY INSTRUCTIONS
1. Please sign exactly as the name or names appear hereon.
2. If Units of limited partnership interest are held by two or
more persons, all of them should sign the proxy.
3. A proxy executed by a corporation should be signed in its
name by an authorized officer.
4. Executors, administrators, trustees and partners should so
indicate when signing.
Dated ------------------------ , 1997
Signature(s) ------------------------------------------------
- -------------------------------------------------------------
If the information on the mailing label is not correct, please
make changes below:
Social Security ------------------------------------------------
Address: -------------------------------------------------------
- ------------------------------------------------------------------
Social Security # ---------------------
[ Name ]
[ Address ]
[ ]
PLEASE MARK, DATE AND RETURN THIS PROXY IN THE ENVELOPE PROVIDED,
WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED STATES.
