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RENAISSANCE CAPITAL PARTNERS, LTD.
8080 NORTH CENTRAL EXPRESSWAY, SUITE 210
DALLAS, TEXAS 75206
NOTICE OF 1998 ANNUAL MEETING OF LIMITED PARTNERS
TO BE HELD MAY 29, 1998
To the Limited Partners of
Renaissance Capital Partners, Ltd.:
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Limited Partners
(the "Annual Meeting") of Renaissance Capital Partners, Ltd. (the
"Partnership"), a Texas limited partnership regulated as a Business
Development Company under the Investment Company Act of 1940, will be held at
The Westin Hotel/Galleria Dallas, Texas, on May 29, 1998, at 1:30 p.m., local
time, for the following purposes:
1. To consider and vote on a proposal to ratify the appointment by the
Partnership's Independent General Partners of KPMG Peat Marwick LLP
as independent public accountants for the Partnership for the fiscal
year ending December 31, 1998; and
2. To transact any and all other business that may properly be presented
at the Annual Meeting or any adjournment(s).
The enclosed Proxy Statement more fully describes the details of the
business to be conducted at the Annual Meeting. The Partnership's
Independent General Partners have approved the proposals and recommends you
vote IN FAVOR OF each such proposal.
In addition, Partners will have the opportunity to meet the principal
officers of selected Portfolio Companies and to hear their business reviews.
The General Partners have fixed the close of business on March 30, 1998,
as the record date (the "Record Date") for determining Limited Partners
entitled to notice of and to vote at the Annual Meeting or any
adjournment(s). Whole and fractional limited partnership units ("Units")
will be eligible to vote and will be counted for voting purposes on the basis
of Partnership Percentages as defined in the Partnership's Restated Agreement
and Articles of Limited Partnership. Partnership Percentages entitled to
vote at the Annual Meeting have been determined as of the Record Date.
A copy of the Partnership's 1997 Annual Report is also enclosed.
You are cordially invited to attend the Annual Meeting. However, whether
or not you expect to attend the Annual Meeting in person, PLEASE PROMPTLY
MARK, SIGN, DATE, AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED,
SELF-ADDRESSED, STAMPED ENVELOPE so that your Units can be voted at the
Annual Meeting. Your proxy will be returned if you are present at the Annual
Meeting and request such return or if you request return in the manner
provided for revoking proxies described in the enclosed Proxy Statement.
Prompt response by our Limited Partners will reduce the time and expense of
solicitation.
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By Order of the General Partners of
Renaissance Capital Partners, Ltd.
BARBE BUTSCHEK,
Secretary of Renaissance Capital Group, Inc.,
Managing General Partner
Dallas, Texas
April 20, 1998
RENAISSANCE CAPITAL PARTNERS, LTD.
PROXY STATEMENT
FOR
ANNUAL MEETING OF LIMITED PARTNERS
TO BE HELD MAY 29, 1998
SOLICITATION OF PROXIES
This Proxy Statement is being furnished to Limited Partners of Renaissance
Capital Partners, Ltd. (the "Partnership"), a Texas limited partnership
regulated as a Business Development Company under the Investment Company Act
of 1940 (the "1940 Act"), in connection with the solicitation of proxies to
be voted at the 1998 Annual Meeting of Limited Partners (the "Annual
Meeting") to be held on May 29, 1998, at the time and place and for the
purposes set forth in the accompanying Notice of 1998 Annual Meeting of
Limited Partners and at any adjournment. The Partnership's General Partners
are soliciting proxies on behalf of the Partnership. This Proxy Statement
and the proxy card are first being sent to the Limited Partners of the
Partnership on or about April 20, 1998.
The accompanying form of proxy is designed to permit each holder of whole
or fractional limited partnership units of the Partnership ("Units") to vote
for or against or to abstain from voting on the proposal described in this
Proxy Statement and to authorize the proxies to vote in their discretion with
respect to any other proposal properly presented at the Annual Meeting. When
a Limited Partner's executed proxy card specifies a choice with respect to a
voting matter, the Units will be voted accordingly. If no specifications are
made, such proxy will be voted by those persons named in the proxy at the
Annual Meeting FOR the adoption of the proposal to ratify the appointment of
KPMG Peat Marwick LLP as independent public accountants for the Partnership
for the current fiscal year.
The General Partners encourage the personal attendance of the Limited
Partners at the Annual Meeting. Executing the accompanying proxy will not
affect a Limited Partner's right to attend the Annual Meeting and to vote in
person.
Any Limited Partner giving a proxy has the right to revoke it by giving
written notice of revocation to Ms. Barbe Butschek, Secretary, Renaissance
Capital Group, Inc., 8080 North Central Expressway, Suite 210, Dallas, Texas
75206-1857, at any time before the proxy is voted or by executing and
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delivering a later-dated proxy or by attending the Annual Meeting
and voting his or her Units in person. No notice of revocation or
later-dated proxy, however, will be effective until received by Renaissance
Capital Group, Inc. (herein "Renaissance Group") at or prior to the Annual
Meeting. Such revocation will not affect a vote on any matters taken prior
to the receipt of such revocation. Mere attendance at the Annual Meeting
will not by itself revoke the proxy.
In addition to soliciting proxies by mail, officers, directors and regular
employees of Renaissance Group may solicit proxies by personal interview,
mail, telephone and facsimile. Such persons will not be additionally
compensated, but will be reimbursed for out-of-pocket expenses. Brokerage
houses and other custodians, nominees and fiduciaries will be requested
to forward solicitation material to the beneficial owners of Units. All
costs of solicitation will be borne by the Partnership. At the request of a
record holder who holds for others and at no charge, copies will also be
furnished to the record holder for distribution to such beneficial holders
or, if so requested, directly to the beneficial holders.
The Partnership's Annual Report for the year ended December 31, 1997 has
been mailed to all Limited Partners entitled to notice of and to vote at the
Annual Meeting. The Annual Report is not incorporated into this Proxy
Statement and is not considered proxy soliciting material.
The Partnership's principal offices are located at 8080 N. Central
Expressway, Suite 210, Dallas, Texas 75206, and its telephone number is (214)
891-8294.
PURPOSES OF THE MEETING
At the Annual Meeting, the Limited Partners will have the opportunity to
meet the principal officers of selected Portfolio Companies and to hear their
business reviews. In addition, the Limited Partners of the Partnership will
consider and vote upon the following matters:
1. A proposal to ratify the appointment by the Independent General
Partners of the Partnership of KPMG Peat Marwick LLP as independent
public accountants for the fiscal year ending December 31, 1998; and
2. Such other and further business as may properly be presented at the
Annual Meeting or any adjournment(s).
VOTING SECURITIES
The General Partners have fixed the close of business on March 30, 1998,
as the record date (the "Record Date") for the Annual Meeting. Whole and
fractional Units will be eligible to vote and will be counted for voting
purposes on the basis of Partnership Percentages, as defined in the
Partnership's Restated Agreement and Articles of Limited Partnership (the
"Partnership Agreement"). Pursuant to Section 11.3 of the Partnership
Agreement, Partnership Percentages entitled to vote at the Annual Meeting
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have been determined as of the Record Date. Only holders of record of the
outstanding Units at the close of business on the Record Date are entitled to
notice of, and to vote at, the Annual Meeting or any adjournment(s)
thereof. At the close of business on the Record Date, the Partnership had
issued and outstanding 128.86 Units. The Units are the only class of
securities entitled to vote at the Annual Meeting. A Limited Partner is
entitled to vote his whole or fractional Units held of record at the close of
business on the Record Date, in person or by proxy, at the Annual Meeting.
All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes and
abstentions.
A quorum for the Annual Meeting will consist of the presence, in person or
by proxy, of the holders of a majority of the Units outstanding and entitled
to vote as of the Record Date. Units that are voted "FOR," "AGAINST" OR
"ABSTAIN FROM" a matter are treated as being present at the meeting for
purposes of establishing a quorum and are also treated as units "represented
and voting" at the Annual Meeting (the "Votes Cast") with respect to such
matter.
While there is no definitive statutory or case law authority in Texas as
to the proper treatment of abstentions, the Partnership believes that
abstentions should be counted for purposes of determining both (1) the
presence or absence of the quorum for the transaction of business and (2) the
Votes Cast with respect to a proposal. In the absence of controlling
precedent to the contrary, the Partnership intends to treat abstentions in
this manner. Accordingly, abstentions will have the same effect as a vote
against a proposal.
If a quorum is not represented at the Annual Meeting or, although a quorum
is represented, an insufficient number of votes in favor of any proposal are
not received by the date of the Annual Meeting, the persons named as proxies
may prepare and vote for one or more adjournments of the Annual Meeting with
no other notice than announcement at the Annual Meeting. Further
solicitations of proxies with respect to these proposals may be made.
Units represented by proxies indicating a vote against any such proposals
will be voted against such adjournments.
UNIT OWNERSHIP
As of the Record Date, Renaissance Group did not own any Units of the
Partnership. The following table sets forth information concerning the
number of Units of the Partnership beneficially owned at the Record Date, by
(i) the persons who, to the knowledge of Renaissance Group's management,
beneficially owned more than 5% of the outstanding Units, (ii) each
director or executive officer of Renaissance Group, and (iii) the directors
and executive officers as a group:
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<TABLE>
<CAPTION>
Name and Address of Units Beneficially Percent of Total Units
Beneficial Owner Owned Outstanding
<S> <C> <C>
HEB Investment and 12.75 9.89%
Retirement Plan
Trust
P.O. Box 839999
San Antonio, Texas 78212
Russell Cleveland 4.00 3.10%
8080 N. Central
Expressway, Suite 210
Dallas, Texas 75206
Vance Arnold 0 *
8080 N. Central
Expressway, Suite 210
Dallas, Texas 75206
Barbe Butschek 0.25 *
8080 N. Central
Expressway, Suite 210
Dallas, Texas 75206
Robert C. Pearson 0 *
8080 N. Central
Expressway, Suite 210
Dallas, Texas 75206
Mardon M. Navalta 0 *
8080 N. Central
Expressway, Suite 210
Dallas, Texas 75206
John A. Schmit 0 *
8080 N. Central
Expressway, Suite 210
Dallas, Texas 75206
All directors and 4.25 3.30%
executive officers as a
group (6 persons)
</TABLE>
* Less than 1%
To Renaissance Group's knowledge, no other person beneficially owned 5% or
more of the outstanding Units.
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INFORMATION REGARDING GENERAL PARTNERS
Mr. Ernest C. Hill and Mr. Don M. Patterson serve as the Independent
General Partners of the Partnership. Under the provisions of the 1940 Act, a
majority of the general partners of the Partnership must be "disinterested"
or "non-affiliated" general partners. Generally, any party that is involved
in the daily activities of the Partnership's business, including the
Managing General Partner, as well as its officers, directors and other
affiliated persons, any investment adviser, any accountant for the
Partnership and any legal adviser, is considered an "interested" party. The
Independent General Partners provide overall guidance and supervision with
respect to the operations of the Partnership and perform various duties
imposed on them under the 1940 Act. They supervise the Managing General
Partner and serve as advisers to the Partnership.
Renaissance Group is the Managing General Partner of the Partnership and
also serves as the investment adviser to the Partnership pursuant to the
Investment Advisory Agreement effective May 30, 1990, as subsequently amended
and restated (the "Advisory Agreement"). Renaissance Group is a registered
investment adviser under the Investment Advisers Act of 1940, as amended, and
is subject to the reporting and other requirements thereof. As Managing
General Partner, Renaissance Group manages the day-to-day business and
operations of the Partnership. The Partnership has no officers or directors.
Renaissance Group and its officers and employees devote such time to the
Partnership's business as is necessary for the conduct of the Partnership's
operations.
Neither Renaissance Group nor its affiliates are prohibited from engaging
in activities outside the Partnership's business. In addition to the
Partnership, Renaissance Group serves as Managing General Partner and
investment adviser for Renaissance Capital Partners II, Ltd., a business
development company with goals and operations comparable to those of the
Partnership. Renaissance Group also serves as investment adviser to
Renaissance Capital Growth & Income Fund III, Inc., a closed-end business
development company listed on the Nasdaq National Market with goals and
operations comparable to those of the Partnership. Renaissance Group is also
the Manager of Renaissance U.S. Growth and Income Trust, PLC, an investment
trust listed on the London Stock Exchange, which invests primarily in
privately placed convertible debentures in U.S. public corporations.
BACKGROUND AND EXPERIENCE OF INDEPENDENT GENERAL PARTNERS
Mr. Ernest C. Hill, age 58, has a broad background in convertible
securities analysis with major NYSE brokerage firms and institutional
investors. He specializes in computer-aided investment analysis and
administrative procedures. Mr. Hill was awarded a Ford Fellowship to the
Stanford School of Business, where he received an MBA, with honors, in
Investment and Finance. Mr. Hill's prior experience includes service as
Assistant Professor of Finance, Southern Methodist University,
and Associate Director of the Southwestern Graduate School of Banking.
Mr. Don M. Patterson, age 54, has experience both as a corporate executive
officer and as a professional corporate advisor. Since 1997, he has served
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as Vice President of Taxation and Special Projects for Halter Marine Group,
Inc. headquartered in Gulfport, Mississippi. Professionally qualified as a
CPA and an attorney, Mr. Patterson previously, for more than 5 years, was
self-employed, serving as a financial consultant to smaller public companies.
From 1988 to 1990, he served as Senior Vice President and Chief Financial
Officer of Securities Services Insurance Company, a specialty insurance
carrier. From 1986 to 1988, he served as Vice President-Financial and
Administration for Computer Support Corp. Mr. Patterson holds a
BSBA/Accounting degree from the University of Tulsa and a JD degree
from the University of Tulsa College of Law.
BACKGROUND AND EXPERIENCE OF DIRECTORS AND OFFICERS OF RENAISSANCE GROUP
The following table sets forth certain information regarding the directors
and officers of the Managing General Partner:
<TABLE>
<S> <C>
Name: Position:
Russell Cleveland Chairman, President, Chief Executive Officer,
and Director
Vance M. Arnold Executive Vice President
Barbe Butschek Senior Vice President, Treasurer,
and Secretary and Director
Robert C. Pearson Senior Vice President - Corporate Finance
Mardon M. Navalta Vice President - Corporate Finance
John A. Schmit Vice President - Portfolio Monitoring
</TABLE>
Russell Cleveland, age 59, is the principal founder and majority
shareholder of Renaissance Group. He is a Chartered Financial Analyst with
over thirty years experience as a specialist in investments for smaller
capitalization companies. Mr. Cleveland served as a director of Greiner
Engineering, Inc. (NYSE), a former portfolio investment of a Renaissance
Group investment partnership. A graduate of the Wharton School of Business,
Russell Cleveland has served as President of the Dallas Association of
Investment Analysts. Mr. Cleveland also serves on the Board of Directors of
the following companies: Biopharmaceutics, Inc., Global Environmental, Inc.,
International Movie Group, Inc. and Biodynamics International, Inc.
Vance M. Arnold, age 54, joined Renaissance Group in 1994. Mr. Arnold is
a Chartered Financial Analyst and has served as President of the Houston
Society of Financial Analysts. He holds a BBA from the University of Texas
at Austin and an MBA from East Texas State University. Before joining
Renaissance, Mr. Arnold served, from April 1988 to September 1994, as Senior
Vice President of Investment Advisors, Inc., Houston, Texas.
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Barbe Butschek, age 43, has been associated with Renaissance Group and its
predecessor companies since 1977. As Senior Vice President and
Secretary/Treasurer, she has been responsible for office management,
accounting management and records management of the series of investor
limited partnerships. Ms. Butschek supervises investor records and
information with respect to Renaissance Group and its funds. She also
prepares and maintains investor tax and information reports. Barbe
Butschek serves as Secretary for the Partnership and Renaissance Capital
Partners II, Ltd., and as Secretary and Treasurer of Renaissance Capital
Growth & Income Fund III, Inc. She also serves as Secretary of RenCap
Securities, Inc., a wholly-owned subsidiary of Renaissance Group and
registered Broker-Dealer.
Robert C. Pearson, age 62, joined Renaissance Capital in April 1997. Mr.
Pearson brings over thirty years of experience to Renaissance Capital's
corporate finance function. From May 1994 to May 1997, Mr. Pearson was an
independent financial management consultant. From May 1990 to May 1994, he
served as Chief Financial Officer and Executive Vice President of Thomas
Group, Inc., a management consulting firm, where he was instrumental in
moving a small privately held company from a start-up to a public company
with over $40 million in revenues. Prior to 1990, Mr. Pearson was
responsible for all administrative activities for the Superconducting Super
Collider Laboratory. In addition, from 1960 to 1985, Mr. Pearson
served in a variety of positions at Texas Instruments in financial planning
and analysis, holding such positions as Vice President-Controller and Vice
President-Finance. Mr. Pearson holds a BS in Business from the University of
Maryland and was a W.A. Paton scholar with an MBA from the University of
Michigan.
Mardon M. Navalta, age 37, joined Renaissance Group in June 1993. His
responsibilities include investment research and due diligence analysis on
prospective new investments. Mr. Navalta's prior experience includes
employment with Dallas Research & Trading, Inc. from 1991 to 1993, where he
served as a registered representative and analyst managing clients'
investments. Before 1991, he spent five years as an analyst for Dallas
Securities Investment Corporation, where he specialized in research,
quantitative analysis, and due diligence investigations. He also serves as
President and Principal of RenCap Securities, Inc. Mr. Navalta holds a
degree in Finance from North Texas State University.
John A. Schmit, age 30, joined Renaissance Capital initially as an
independent contractor in May 1997 and, in October 1997, he was appointed as
Vice President - Portfolio Monitoring. Prior to joining Renaissance Capital,
Mr. Schmit worked as an independent contractor handling investments and
monitoring investment portfolios from February 1996 to May 1997. From October
1994 to February 1996, he attended the Georgetown University Law Center and
from September 1992 to September 1994, he practiced law at the law firm of
Gibson, Ochsner & Adkins. He holds a BBA in Finance from Texas Christian
University, a JD from the University of Oklahoma College of Law and
an LLM in International and Comparative Law from The Georgetown University
Law Center.
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COMPENSATION PAID TO GENERAL PARTNERS
Pursuant to the Advisory Agreement, Renaissance Group is entitled to
receive a quarterly management fee of 0.5% of Partnership assets and an
annual incentive fee equal to 20% of the Partnership's net realized capital
gains after allowance for unrealized depreciation and after the Limited
Partners have received a 10% annual return on their capital contributions
(less brokerage fees and commissions incurred by the Partnership on behalf of
such Limited Partner or Limited Partners). In addition, the Partnership is
obligated to pay any direct costs, such as fees of any legal, accounting or
other professional advisors, and any travel, phone and other allocated
expenses incurred on behalf of the Partnership. Neither the management
fee nor the incentive fee can be increased except with the affirmative vote
of the holders of a majority of the outstanding Units.
As of December 31, 1997, the Partnership owed Renaissance Group $60,833
for past due operating expenses paid by Renaissance Group on behalf of the
Partnership, of which $52,835 was attributable to services rendered in 1997.
Total management fees earned by Renaissance Group from the Partnership in
1997 were $228,363.
In return for their services to the Partnership, the Independent General
Partners are paid a regular quarterly cash payment from the Partnership in
the amount of $6,000. The Independent General Partners are also entitled to
full reimbursement of all reasonable expenses relative to their services on
behalf of the Partnership. Total reimbursable expenses for the Independent
General Partners were $239 in 1997. The aggregate compensation for 1997 paid
by the Partnership to each Independent General Partner, and the aggregate
compensation paid to each Independent General Partner for the most recently
completed fiscal year by all funds to which Renaissance Group provides
investment advisory services (collectively, the "Renaissance Fund Complex")
is as set forth below:
<TABLE>
<S> <C> <C> <C> <C>
Pension or
Retirement Total
Aggregate Benefits Accrued Compensation
Name of Compensation as Part of Estimated from Partnership
General from Partnership Annual Benefits and Renaissance
Partner Partnership Expenses upon Retirement Fund
Ernest C. Hill $24,000 $0 $0 $74,355
Don M. Patterson 24,000 $0 $0 $24,000
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to the Advisory Agreement, Renaissance Group serves as managing
general partner and as investment adviser to the Partnership, subject to the
supervision of the Independent General Partners. Services provided to the
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Partnership include the valuation of assets of the Partnership, upon which
the management fee paid to Renaissance Group is based in part. The
valuations of portfolio securities are performed in accordance with generally
accepted accounting principles and financial reporting policies of the
Securities and Exchange Commission. In addition, from time to time the
Independent General Partners review the valuation policies to determine their
appropriateness. The Independent General Partners also establish the
appraisal procedures for determining the fair value of investments for which
no readily available market exists. Appraisal valuations are, by their
nature, subjective. The Independent General Partners may also hire
independent firms to review the Managing General Partner's valuation
methods or to conduct its own valuation of certain investments, and any
conclusions by such independent firm is conclusive and binding upon the
Partnership.
Renaissance Group also provides services to Portfolio Companies from time
to time, pursuant to the Advisory Agreement. Generally, the management fees
received by Renaissance Group for services to a Portfolio Company are paid
to the account of the Partnership, however, occasionally Renaissance Group
provides unusual services for a Portfolio Company that are unrelated to and
not required under the terms of the investment by the Partnership in such
Portfolio Company. Fees for such services are paid directly to Renaissance
Group, subject to the limitations and requirements imposed by the 1940 Act
and only with the approval of the Independent General Partners, which
approval is based, in part, on the determination that the fees for such
services are no greater than fees for comparable services charged by
unaffiliated third parties. No such fees were paid or requested in 1997.
Renaissance Group has formed, and may form in the future, other investment
funds to make investments in companies similar to those in which the
Partnership invests, including Renaissance Capital Partners II, Ltd., a
limited partnership, Renaissance Capital Growth & Income Fund III, Inc., a
business development company, and Renaissance U.S. Growth & Income Trust PLC,
a public limited company registered in England and Wales whose shares are
listed on the London Stock Exchange. Renaissance Group, and certain of its
affiliates and subsidiaries, also provide investment advisory services,
management consulting services and investment banking services to these
entities. The determination regarding the existence of a conflict of
interest between these affiliated investment funds and the Partnership, and
the resolution of any such conflict, vests in the General Partners, subject
to the provisions of the 1940 Act.
MATTERS TO BE CONSIDERED AT MEETING
PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT ACCOUNTANTS
KPMG Peat Marwick LLP examined the financial statements of the Partnership
for the fiscal year ending December 31, 1997. A representative of KPMG Peat
Marwick LLP is expected to be present at the Annual Meeting. The KPMG Peat
Marwick LLP representative will respond to appropriate questions and will
have an opportunity to make a statement, should he or she desire to do so.
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The Independent General Partners have appointed KPMG Peat Marwick LLP to
examine the financial statements of the Partnership for the fiscal year
ending December 31, 1998. Ratification is required for the appointment of
KPMG Peat Marwick LLP because of regulatory requirements under the 1940 Act.
The affirmative vote of a majority of the votes represented at the Annual
Meeting is required to ratify the appointment by the Independent General
Partners of KPMG Peat Marwick LLP as independent public accountants for the
current fiscal year.
THE GENERAL PARTNERS OF THE PARTNERSHIP RECOMMEND THAT EACH LIMITED
PARTNER VOTE FOR THE PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG PEAT MARWICK
LLP AS THE PARTNERSHIP'S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 1998.
OTHER BUSINESS
Management knows of no other business to be presented at the Annual
Meeting that will be voted on by the Limited Partners. If, however, other
matters should properly come before the Annual Meeting or any adjournment(s)
thereof, the person or persons voting such proxy will vote the proxy as in
their discretion they may deem appropriate.
LIMITED PARTNER PROPOSALS
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended, Limited Partners may present proper proposals for inclusion in the
Partnership's proxy statement for consideration at its Annual Meeting of
Limited Partners by submitting proposals to the Partnership in a timely
manner. To be included for the 1998 Annual Meeting of Limited Partners,
Limited Partner proposals must be received by Renaissance Group by December
21, 1998, and must otherwise comply with the requirements of Rule 14a-8.
Copies of the annual report on Form 10-K for the year ended December 31,
1997 have been filed with the Securities and Exchange Commission. If you
would like a copy of said report, please check the appropriate box on the
proxy card and enclose the card in the self-addressed postage paid envelope
and a copy of the report shall be forwarded to you free of charge by first
class mail.
By Order of the General Partners of
Renaissance Capital Partners, Ltd.
BARBE BUTSCHEK,
Secretary of Renaissance Capital Group, Inc.,
Managing General Partner
Dallas, Texas
April 20, 1998
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IMPORTANT: PROXIES SHOULD BE RETURNED PROMPTLY. LIMITED PARTNERS WHO DO NOT
EXPECT TO ATTEND THE MEETING AND WISH THEIR UNITS TO BE VOTED ARE URGED TO
DATE, SIGN, AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED SELF-ADDRESSED
ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
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