SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
COMMUNITY INVESTMENT PARTNERS, L.P.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No filing fee required.
[X] Fee computed on table below per Exchange Act Rules 14a-6(h)(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
The aggregate estimated value of the publicly-traded securities to be
sold is $558,412.00; the aggregate value of the privately-held assets
to be sold to affiliate is $105,583.00.
(4) Proposed maximum aggregate value of transaction: $663,995.00
(5) Total fee paid: $133.00
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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COMMUNITY INVESTMENT PARTNERS, L.P.
12555 Manchester Road
St. Louis, Missouri 63131
September ___, 1999
Dear Limited Partner:
You are cordially invited to attend a Special Meeting of Limited
Partners (the "Special Meeting") of Community Investment Partners, L.P. (the
"Partnership") to be held at 9:00 A.M. (St. Louis time) on October 4, 1999 at
12555 Manchester Road, Room 1012, St. Louis, Missouri.
At the Special Meeting, the Limited Partners will consider two
proposals (the "Proposals") which request authority to: (i) sell certain of the
Partnership's assets to EDJ Ventures, Ltd., L.P. (the "Purchasing Affiliate"),
an affiliate of the Partnership which owns a 99% limited partner interest in and
is under common control with CIP Management L.P, LLLP, the managing general
partner of the Partnership ("Proposal 1"); and (ii) sell the Partnership's
remaining assets, which sales would effect the dissolution of the Partnership
("Proposal 2"). The assets covered under Proposal 1 are the remaining right to
receive payments of (a) $48,375 on July 31, 2000 and 2001 from an escrow
account, contingent upon and subject to reduction by any indemnity claims that
Alcon Surgical, Inc. might successfully assert pursuant to the merger of
Innovation Medical Technologies, Inc., a company in which the Partnership had
previously invested, with Alcon Surgical, Inc.; and (b) $24,057, payable in 22
quarterly installments of $1,093, contingent upon and subject to reduction by
any indemnity claims that National Vision might successfully assert pursuant to
its purchase of Frame-n-Lens Optical, Inc., a company in which the Partnership
had previously invested. The assets to be sold pursuant to Proposal 2 are the
remaining publicly-traded securities owned by the Partnership which would be
sold through the open market.
Since the Partnership has elected to be regulated as a business
development company under the Investment Company Act of 1940, the Purchasing
Affiliate must receive an exemption from the Securities and Exchange Commission
(the "Commission") under Section 57(c) to permit the Purchasing Affiliate to
purchase an asset from the Partnership. The Purchasing Affiliate and the
Partnership have submitted a request for such an exemption to the Commission.
Any sales made pursuant to Proposal 1 will be conditioned upon the receipt of an
exemption from the Commission.
Approval of the Proposals and the subsequent sales of the
Partnership's assets would result in the dissolution of the Partnership. Upon
the dissolution of the Partnership, the Partnership's Independent General
Partners are required to liquidate the Partnership and distribute the proceeds
of such liquidation to, among others, the Partners in accordance with the terms
of the Amended and Restated Certificate and Agreement of Limited Partnership,
dated March, 1990 (the "Partnership Agreement"). THE GENERAL PARTNERS WILL NOT
RECEIVE ANY FEES IN CONNECTION WITH ANY SALES OR THE LIQUIDATION OF THE
PARTNERSHIP.
The materials accompanying this letter, which include a Notice of
Special Meeting, a Proxy Statement relating to the actions to be taken by the
Limited Partners at the Special Meeting and a Proxy card, discuss the Proposals
in greater detail.
The Partnership Agreement requires the consent of the Limited Partners
prior to the sale of all or substantially all of the Partnership's assets. The
Independent General Partners have selected August 20, 1999 as the record date
for the Special Meeting, entitling Limited Partners who owned units of limited
partnership on the record date to vote in accordance with such units. A majority
in interest of the Limited Partners must approve the Proposals, which would
effect a dissolution of the Partnership. As such, a vote in favor of the
Proposals will also be a vote in favor of the subsequent dissolution of the
Partnership. Accordingly, Limited Partners (excluding the Purchasing Affiliate)
holding at least 34,011 units of limited partnership, are required to approve
Proposal 1 in order for any sales to the Purchasing Affiliate to become
effective. The Purchasing Affiliate will not be entitled to vote its units of
limited partnership due to its interest in Proposal 1. Limited Partners
(including the Purchasing Affiliate) holding at least 43,911 units of limited
partnership will be required to approve Proposal 2 in order for any sales and
subsequent dissolution to become effective.
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Whether or not you plan to attend the Special Meeting, please complete,
sign, date and return your proxy or proxies in the enclosed postage pre-paid
envelope. If you attend the Special Meeting, you may vote in person if you wish,
even though you have previously returned your proxy or proxies. It is important
that your limited partnership units be represented and voted at the Special
Meeting.
Sincerely,
COMMUNITY INVESTMENT PARTNERS, L.P.
By: CIP Management, L.P., LLLP, Managing
General Partner
By: CIP Management, Inc., its Managing
General Partner
By:
-------------------------------------
Name: Daniel A. Burkhardt, President
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COMMUNITY INVESTMENT PARTNERS, L.P.
12555 Manchester Road
St. Louis, Missouri 63131
NOTICE OF SPECIAL MEETING OF LIMITED PARTNERS
TO BE HELD OCTOBER 4, 1999
To the Limited Partners of Community Investment Partners, L.P.:
Notice is hereby given that a Special Meeting of Limited Partners (the
"Special Meeting") of Community Investment Partners, L.P. (the "Partnership") to
be held at 9:00 A.M. (St. Louis time) on October 4, 1999 at 12555 Manchester
Road, Room 1012, St. Louis, Missouri, for the following purposes:
o Approve Proposal 1 which seeks consent to sell certain of the
Partnership's assets to EDJ Ventures, Ltd., L.P. (the "Purchasing
Affiliate"), an affiliate of CIP Management, L.P., LLLP, the
managing general partner of the Partnership (the "Managing
General Partner"). The assets comprise the Partnership's
remaining rights to receive payments of (i) $48,375 on July 31,
2000 and 2001 from an escrow account, contingent upon and subject
to reduction by any indemnity claims that Alcon Surgical, Inc.
might successfully assert pursuant to the merger of Innovation
Medical Technologies, Inc., a company in which the Partnership
had previously invested, with Alcon Surgical, Inc.; and (b)
$24,057, payable in 22 quarterly installments of $1,093,
contingent upon and subject to reduction by any indemnity claims
that National Vision might successfully assert pursuant to its
purchase of Frame-n-Lens Optical, Inc., a company in which the
Partnership had previously invested; and
o Approve Proposal 2 which seeks authority to sell the remaining
assets of the Partnership which would lead to a dissolution of
the Partnership. The remaining assets (excluding those described
in Proposal 1) consist of publicly-traded securities owned by the
Partnership which would be sold through the open market.
Sales made pursuant to the Proposals would constitute the sale of
substantially all of the assets of the Partnership and would therefore, in
accordance with the terms of the Amended and Restated Certificate and Agreement
of Limited Partnership dated March, 1990, result in the dissolution of the
Partnership.
Since the Partnership has elected to be regulated as a business
development company under the Investment Company Act of 1940, the Purchasing
Affiliate must receive an exemption from the Securities and Exchange Commission
(the "Commission") under Section 57(c) to effectuate the purchase of an asset
from the Partnership. The Purchasing Affiliate and the Partnership have
submitted a request for such an exemption to the Commission. Sales made pursuant
to Proposal 1 would be conditioned upon the receipt of an exemption from the
Commission.
The foregoing Proposals are more particularly described in the accompanying
Proxy Statement.
Limited Partners of record at the close of business on August 20, 1999
have been provided with notice of the Special Meeting. Each Limited Partner
owning interests in the Partnership on August 20, 1999 shall be entitled to vote
such interests at the Special Meeting. The affirmative vote of the Limited
Partners whose combined units of limited partnership represent at least a
majority of the total units of limited partnership is required for approval of
the Proposals. This means that Limited Partners (excluding the Purchasing
Affiliate) holding at least 34,011 units of Limited Partnership must vote in
favor of Proposal 1 in order for any sales made pursuant to Proposal 1 to be
deemed approved by the Limited Partners. The Purchasing Affiliate will not be
entitled to vote its units of Limited Partnership for Proposal 1 due to its
interest in Proposal 1. Limited Partners (including the Purchasing Affiliate)
holding at least 43,911 units of limited partnership will be required to approve
Proposal 2 in order for any sales and subsequent dissolution to become
effective. Failure to vote will be considered a vote against the Proposals.
<PAGE>
The General Partners have already approved the Proposals.
Even if you plan to be present at the Special Meeting, please fill in,
date, sign and promptly mail the enclosed proxy or proxies in the enclosed
postage pre-paid envelope to ensure that your units of limited partnership
interest are represented at the Special Meeting. If you attend the Special
Meeting, you may vote in person if you wish to do so even though you have
previously sent in your proxy or proxies. Should you wish to change your proxy
or proxies, you may revoke a proxy by granting a subsequent proxy to the
Managing General Partner or to a third party. Proxies which attempt to vote on
behalf of units not owned by the Limited Partner giving the proxy will be
disregarded.
By order of the Managing General Partner
CIP Management, L.P., LLLP
By: CIP Management, Inc., its Managing
General Partner
By:
-----------------------------------
Name: Daniel A. Burkhardt, President
September ___, 1999
St. Louis, Missouri
<PAGE>
COMMUNITY INVESTMENT PARTNERS, L.P.
12555 Manchester Road
St. Louis, Missouri 63131
PROXY STATEMENT
SPECIAL MEETING OF LIMITED PARTNERS
TO BE HELD OCTOBER 4, 1999
The enclosed Proxy (the "Proxy") is solicited on behalf of Community
Investment Partners, L.P., a Missouri limited partnership (the "Partnership"),
for use at the Special Meeting of Limited Partners (the "Special Meeting") to be
held at 9:00 A.M. on October 4, 1999, at 12555 Manchester Road, Room 1012, St.
Louis, Missouri, and at any continuance(s) or adjournment(s) thereof, for the
purposes set forth in the accompanying Notice of Special Meeting of Limited
Partners (the "Notice of Special Meeting"). This proxy statement (the "Proxy
Statement") and the enclosed form of Proxy are being first mailed to Limited
Partners on or about September [ ], 1999. Capitalized terms used, but not
defined, herein shall have the meaning assigned to such terms in the
Partnership's Amended and Restated Certificate and Agreement of Limited
Partnership dated March, 1990 (as amended and supplemented from time to time,
the "Partnership Agreement").
The close of business on August 20, 1999 has been fixed by the
Independent General Partners as the record date for the determination of the
Limited Partners entitled to receive notice of and vote at the Special Meeting.
As of August 20, 1999, there were 101 Limited Partners who were record holders
of units of limited partnership interest ("Units") in the Partnership. Each Unit
represents a $25.00 Capital Contribution to the Partnership.
Each Limited Partner who owned Units on the record date is entitled to
one vote per Unit then owned. All properly executed Proxies in the accompanying
form received prior to the Special Meeting will be voted in accordance with
instructions given in the Proxies, except that Proxies received from parties who
did not own the number of Units specified on the Proxy on the record date will
be disregarded to the extent, and only to the extent, that such Units were not
owned by such party on the record date. A Limited Partner may revoke his/her
Proxy at any time before it is voted by delivering to the Partnership another
proxy bearing a later date, by submitting written notice to the Partnership of
such revocation, or by appearing in person at the Special Meeting and casting a
contrary vote.
At the Special Meeting, two proposals (the "Proposals") will be
considered. Proposal 1 relates to the sales of two assets (the "Affiliate
Sales") to EDJ Ventures, Ltd., L.P. (the "Purchasing Affiliate"), an affiliate
of CIP Management, L.P., LLLP, a Missouri limited liability limited partnership
which is the managing general partner of the Partnership (the "Managing General
Partner," and together with the Independent General Partners, the "General
Partners"). As described in more detail below under "BACKGROUND OF THE
PARTNERSHIP AND THE PURCHASING AFFILIATE," the Purchasing Affiliate is a 99%
limited partner in the Managing General Partner of the Partnership and is under
common control with the Managing General Partner. The Affiliate Sales would
encompass the Partnership's remaining rights to receive payments of: (i) $48,375
on July 31, 2000 and $48,375 on July 31, 2001 from an escrow account, contingent
upon and subject to reduction by any indemnity claims that Alcon Surgical, Inc.
might successfully assert pursuant to the merger of Innovation Medical
Technologies, Inc., a company in which the Partnership had previously invested,
with Alcon Surgical, Inc.; and (ii) $24,057, payable in 22 quarterly
installments of $1,093, contingent upon and subject to reduction by any
indemnity claims that National Vision Associates, Ltd. might successfully assert
pursuant to its purchase of Frame-n-Lens Optical, Inc., a company in which the
Partnership had previously invested.
Proposal 2 seeks authority to sell the Partnership's remaining assets
(excluding the two described in Proposal 1) which consist of publicly-traded
securities (the "Securities") that would be sold through the public market and
thereby effect the dissolution of the Partnership. The Securities are described
in more detail below under "PROPOSAL 2". Together the assets to be sold pursuant
to Proposal 1 and the Securities to be sold pursuant to Proposal 2 shall be
referred to as the "Assets" and the sales to be made thereunder shall be
referred to as the "Sales."
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In addition, Limited Partners should note that the Sales would
constitute the sale of substantially all of the assets of the Partnership.
Section 5.2(B)(i) of the Partnership Agreement requires the consent of the
Limited Partners prior to the sale of all or substantially all of the
Partnership's assets. As such, a vote in favor of the Proposals will also be a
vote in favor of the sale of all or substantially all of the Partnership's
assets for purposes of Section 5.2(B)(i) of the Partnership Agreement. Limited
Partners (excluding the Purchasing Affiliate) holding at least 34,011 Units are
required to approve Proposal 1 in order for the Partnership to be authorized to
effectuate the Affiliate Sales. The Purchasing Affiliate will not be entitled to
vote its Units due to its interest in Proposal 1. Limited Partners (including
the Purchasing Affiliate) holding at least 43,911 Units will be required to
approve Proposal 2 in order for any sales and subsequent dissolution to become
effective.
Moreover, a sale of all or substantially all of the Partnership's
assets constitutes an event of dissolution pursuant to Section 9.1.1 of the
Partnership Agreement. Therefore, if the Proposals are approved by the requisite
Limited Partners and the Partnership consummates the Sales, the Partnership will
dissolve. Upon the dissolution of the Partnership, the Independent General
Partners are required to liquidate the Partnership in accordance with the terms
of the Partnership Agreement. THE GENERAL PARTNERS WILL NOT RECEIVE ANY
COMMISSION OR OTHER FEES IN CONNECTION WITH THE SALES OR THE SUBSEQUENT
LIQUIDATION OF THE PARTNERSHIP.
Further, as the Partnership has elected to be regulated as a business
development company (a "BDC") under the Investment Company Act of 1940 (the
"1940 Act"), the Purchasing Affiliate must receive an exemption from the
Securities and Exchange Commission (the "Commission") under Section 57(c) to
effectuate the purchase of an asset from an affiliate. The Purchasing Affiliate
and the Partnership have submitted a request for such an exemption to the
Commission. The Affiliate Sales would therefore be conditioned upon the receipt
of the requested exemption from the Commission.
Proxies marked "withhold authority" with respect to the Proposals will
have the same effect as if the Units represented thereby were voted against the
Proposals. Furthermore, because the actions undertaken at the Special Meeting
require the consent of the Limited Partners, rather than a percentage of Units
represented, Units not represented at the Special Meeting will have the same
effect as Units voted against the Proposals. You may revoke a Proxy by granting
a subsequent proxy. The subsequent proxy may either be granted to the Managing
General Partner or to a third party.
The Partnership will pay all costs of preparing and soliciting Proxies
for the Special Meeting. In addition to solicitation by mail, the Partnership
may solicit Proxies from Limited Partners personally or by telephone.
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SUMMARY OF THE PROPOSALS
The Proposed Sales
The Managing General Partner requests the approval of the Limited
Partners to
(1) sell to the Purchasing Affiliate, subject to the grant of an
exemptive order from the Commission to permit the Affiliate
Sales, the Partnership's remaining rights to receive payments
of: (a) $48,375 on July 31, 2000 and $48,375 on July 31, 2001
from an escrow account, contingent upon and subject to
reduction by any indemnity claims that Alcon Surgical, Inc.
might successfully assert pursuant to the merger of Innovation
Medical Technologies, Inc. with Alcon Surgical, Inc., which
resulted from the Partnership's investments in Innovation
Medical Technologies, Inc.; and (b) $24,057, payable in 22
quarterly installments of $1,093, contingent upon and subject
to reduction by any indemnity claims that National Vision
Associates, Ltd. might successfully assert pursuant to its
purchase of Frame-n-Lens Optical, Inc., which resulted from
the Partnership's investments in Vision Partners, L.P. and its
investment in Frame-n-Lens Optical, Inc. The prices to be paid
by the Purchasing Affiliate are equal to the present values of
these assets, as determined using a discount rate of 8%; and
(2) sell the remaining assets of the Partnership which will effect
a dissolution of the Partnership. These remaining assets
consist of publicly-traded securities owned by the Partnership
which would be sold through the open market at prices
determined by the market.
The Assets constitute substantially all of the assets of the
Partnership and as such the Sales would lead to the dissolution of the
Partnership, pursuant to Section 9.1.1 of the Partnership Agreement.
Reasons for the Sales
The General Partners believe it would be in the best interests of the
Limited Partners and the Partnership to effectuate the Sales and dissolve the
Partnership. This belief is based on the following factors:
o Consummation of the Sales would result in the
dissolution of the Partnership. The Partnership is
no longer making portfolio investments, yet must
continue to comply with Commission reporting
requirements, the costs of which are not
insignificant;
o Based on the factors described under the heading
"REASONS FOR THE SALES" beginning on page 7 of
this Proxy Statement, The General Partners believe
that the Affiliate Sales are fair to and are in
the best interests of the Limited Partners; and
o The Securities can be easily liquidated in the
open market ensuring a reasonable price for the
Limited Partners.
THE GENERAL PARTNERS RECOMMEND A VOTE FOR EACH PROPOSAL ON THE ENCLOSED PROXY
CARD.
BACKGROUND OF THE PARTNERSHIP AND THE PURCHASING AFFILIATE
The Partnership
The Partnership is a limited partnership which was organized under
Missouri law on October 10, 1989. In March 1990, limited partnership units in
the Partnership were sold in a public offering through Edward D. Jones & Co. as
selling agent. The Partnership sold 91,820 units of limited partnership interest
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for an aggregate price of $2,295,500. After offering expenses of approximately
$122,000, the Partnership received approximately $2,173,500 in proceeds
available for investment. The Partnership has elected to be regulated as a BDC
and is required to and has invested at least 70% of its total assets in
qualifying investments as specified in the 1940 Act.
There is no established public trading market for the limited
partnership interests of the Partnership. As of August 20, 1999, there were 104
holders of units in the Partnership; 87,820 units were held by Limited Partners
and 20,000 units were held by General Partners.
Investment Objective. The investment objective of the Partnership has
been to seek long-term capital appreciation by making investments in companies
which the Managing General Partner believed offered long-term growth
possibilities. The Partnership has sought to achieve this objective by investing
in companies that the Managing General Partner believed offered special
opportunities for growth. The securities acquired have consisted primarily of
common stock and securities convertible into common stock and a combination of
equity and debt securities and warrants, options and other rights to acquire
such securities. The Partnership has provided investors with the opportunity to
participate with a minimum investment of $2,500 ($2,000 in the case of IRAs) in
investments which were generally not available to the public and which typically
required substantially larger commitments.
The Partnership is no longer making portfolio investments.
Management. The Managing General Partner is responsible for the
Partnership's portfolio company investments, subject to the supervision of the
Independent General Partners. The Managing General Partner also performs the
management and administrative services necessary for the operation of the
Partnership, including arranging for services to be performed by affiliates and
managing the Partnership's money-market investments. The Managing General
Partner receives no fee for its services but is reimbursed by the Partnership
for certain expenses.
The Independent General Partners provide overall guidance and
supervision with respect to the operations of the Partnership and perform the
various duties imposed on the directors of a BDC by the 1940 Act. In addition,
the Independent General Partners supervise the management and underwriting
arrangement of the Partnership, the custody arrangement with respect to
portfolio securities, the selection of accountants, fidelity bonding and
transactions with affiliates. The Independent General Partners are "interested
persons" for purposes of the 1940 Act; however, the Partnership has obtained an
exemptive order from the Commission permitting them to be considered
disinterested persons.
The Managing General Partner was formed as a Missouri limited
partnership on October 10, 1989 and initially registered as a limited liability
limited partnership on July 23, 1997. CIP Management, Inc., a Missouri
corporation, holds a 1% general partner interest in and is the manager of the
Managing General Partner. The Purchasing Affiliate owns a 99% limited partner
interest in the Managing General Partner. Conestoga Securities, Inc. owns 100%
of CIP Management, Inc. and is the sole general partner of the Purchasing
Affiliate, holding a 1% general partner interest. Conestoga Securities, Inc. is
wholly owned by Edward D. Jones & Co., L.P.
The Purchasing Affiliate
The Purchasing Affiliate was formed on May 21, 1982 to hold investments
in other entities and is part of The Jones Financial Companies, L.P., LLP
network. The Purchasing Affiliate became a Missouri limited partnership on
September 8, 1989. The Purchasing Affiliate's sole general partner, Conestoga
Securities, Inc., which owns a 1% general partner interest, is wholly owned by
Edward D. Jones & Co., L.P. ("Edward Jones"), a Missouri limited partnership
formed in 1987. Edward Jones is wholly owned by The Jones Financial Companies,
L.P., LLP, a Missouri limited partnership that has registered as a limited
liability partnership under Missouri law.
Edward Jones operates over 4,000 brokerage offices in the United
States, Canada, and the United Kingdom which engage in investment brokerage,
generally catering to individual investors. As a company, Edward Jones also
engages in transactions as an underwriter, distributor, and/or dealer and serves
as an investment banker for corporate clients. Edward Jones has been the selling
agent in three business development companies, including the Partnership. The
other two are Community Investment Partners II, L.P. ("CIP II"), and Community
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Investment Partners III, L.P, LLLP ("CIP III"). Each of the CIP II and the CIP
III has CIP Management, L.P., LLLP as its managing general partner.
PROPOSAL 1
The Assets to be Sold
Innovation Medical Technologies, Inc. ("IMT"). The Partnership first
invested in IMT, a manufacturer of highly specialized medical instruments for
use in ophthalmic surgery, in July of 1991 when it purchased 5,769 shares of 6%
Class A Cumulative Convertible Preferred Stock at a cost of $149,994. In March
1992, the Partnership purchased 5,625 shares of 6% Class B Convertible Preferred
Stock at a cost of $90,000. In September 1992, the Partnership purchased 5% Term
Notes due December 31, 1997 and warrants to purchase 14,440 shares of Common
Stock at $2.50 per share, expiring December 31, 2000, for an aggregate cost of
$40,763. Finally, in May 1994, the Partnership purchased 5% Term Notes due
December 31, 1997 and warrants to purchase 2,800 shares of Common Stock at $5.00
per share, expiring December 31, 2002, for an aggregate cost of $15,008. The
Term Notes referred to above were paid in full in December 1997 for a total of
$61,348 plus $85 in additional interest.
On July 30, 1998, IMT merged with Alcon Surgical, Inc. ("Alcon") in a
stock for cash merger transaction. the Partnership's investment in IMT was
liquidated and the Partnership received $1,346,621 in proceeds and $8,413 in
dividends on the preferred stock. Pursuant to an indemnity arrangement related
to the merger, Alcon placed $274,315 of the merger consideration otherwise
payable to the Partnership in escrow as security for certain indemnity
obligations of the Partnership, with interest on the account to remain in the
account and be continually reinvested. The Partnership received $63,975 on July
30, 1998 and $96,750 on July 31, 1999 from the escrow account. The Partnership
may receive disbursements of $48,375 on July 31, 2000 and $48,375 on July 31,
2001. These disbursements are contingent upon and subject to any indemnity
claims Alcon may might successfully assert against the Partnership pursuant to
the merger of IMT with Alcon. The Partnership desires to sell the right to
receive the latter two disbursements, only, totaling $96,750 (the "IMT Asset").
Vision Partners, L.P. ("Vision Partners"). The other asset that the
Partnership desires to sell to the Purchasing Affiliate is a right to receive a
stream of payments from National Vision Associates, Ltd. ("National Vision"),
which right is the result of the Partnership's investment in Vision Partners,
L.P., a limited partnership which owns stock in Family Vision Center, Inc.
Family Vision Center, Inc. operates leased optical departments in host stores.
The Partnership first invested in Vision Partners in October 1992 when it
purchased limited partnership interests amounting to $450,000. In December 1993,
the Partnership purchased additional limited partnership interests in the amount
of $124,965, for a total investment of $574,965.
Vision Partners in turn invested in Frame-n-Lens Optical, Inc.
("Frame-n-Lens") which was purchased by National Vision in 1998. Upon the sale
of its stock in Frame-n-Lens, Vision Partners received $940,000 initially and
made an initial distribution of $114,475 from the proceeds to the Partnership.
Vision Partners will also receive a $210,000 deferred payment, in 24 quarterly
installments. Half of this deferred payment is available to satisfy any
indemnification obligations of Vision Partners in connection with the sale of
the stock of Frame-n-Lens to National Vision. The Partnership's interest in this
deferred payment consists of the right to receive from National Vision,
contingent upon and subject to reduction by any indemnity claims National Vision
might successfully assert pursuant to its purchase of Frame-n-Lens, $26,243
payable in 24 equal quarterly installments of $1,093. Two payments have been
made to date, and the remaining amount payable is $24,057. At this time
quarterly payments are being withheld pending the outcome of an Internal Revenue
Service audit and lawsuit.
The closing of the sale by Vision Partners to National Vision concluded
the investments in the optical industry by Vision Partners. Vision Partners has
since been liquidated. This asset shall be referred to as the "Vision Partners
Asset."
<PAGE>
5
The Purchase Prices
In January, 1999, the Managing General Partner began considering the
liquidation and dissolution of the Partnership. The Partnership was no longer
making investments and substantially all investments had been liquidated. The
only assets which were not securities of publicly traded companies were the IMT
Asset and the Vision Partners Asset. The Managing General Partner then proposed
to offer to sell those assets to the Purchasing Affiliate, in order to
facilitate the orderly liquidation and dissolution of the Partnership. In light
of the Partnership's desire to liquidate and dissolve, the Purchasing Affiliate
agreed to purchase the IMT and the Visions Partners Assets as an accommodation
to the Partnership, many of whose unitholders are clients or employees of its
affiliate Edward Jones.
On April 19, 1999, the Purchasing Affiliate agreed to purchase the IMT
Asset for a cash purchase price equal to the present value of the IMT Asset, or
$86,283, and the Vision Partners Asset for a cash purchase price equal to the
present value of the Vision Partners Asset, or $19,300, subject to the grant of
an exemptive order from the Commission and the required approval of the Limited
Partners. The Managing General Partner and the Purchasing Affiliate determined
the purchase prices for the IMT and the Vision Partners Assets from their
present values, assuming that they would be paid in full, using a discount rate
of 8%. The General Partners believe that such discount rates are reasonable.
PROPOSAL 2
The Securities
Proposal 2 seeks authority to sell the publicly-traded securities owned
by the Partnership, which are substantially all of the assets of the
Partnership, and subsequently dissolve the Partnership. As of August 20, 1999,
the Securities include:
o 13,070 shares Common Stock of Intermedia Communications of
Florida, valued at $294,075;
o 13,680 shares Common Stock of Citation Computers, valued at
$29,070;
o 68,563 shares Common Stock of Isolyser Company, valued at
$224,969; and
o 27,100 shares Common Stock of Saztec International, Inc.,
valued at $10,298 (on June 30, 1999).
These Securities are described in more detail in the "Schedule of Portfolio
Investments" included within the Quarterly Report filed on Form 10-Q and the
Annual Report filed on Form 10-K enclosed with the Proxy Materials. The
valuations of the Securities (excluding the Saztec International, Inc. Common
Stock) were determined as of August 20, 1999 from the latest reported sales
prices on that day and are subject to change without notice. Due to limited
trading, the valuation of the Common Stock of Saztec International, Inc. was
determined as of June 30, 1999.
The Purchase Prices
The Securities will be sold in the open market according to the prices
determined by the market and at such times as the General Partners determine are
in the best interests of the Partnership. The General Partners give no assurance
that the prices of the Securities will be in accordance with the above-listed
values of the Securities upon their sales. The Partnership may receive proceeds
greater or less than the valuations listed above. However, in light of the fact
that the prices will be determined by normal market forces, the General Partners
believe that the Limited Partners will receive reasonable prices for each of the
Securities.
Dissolution
As described more fully below under "OTHER FACTORS TO CONSIDER", upon
the sales of the Securities, the Partnership will dissolve and the Independent
General Partners will be required to liquidate the Partnership.
6
<PAGE>
FEDERAL/STATE REGULATORY REQUIREMENTS
RELATING TO THE SALES
The Affiliate Sales are conditioned upon the receipt of an exemptive
order from the Commission under Section 57(c) of the Investment Company Act of
1940 permitting the Affiliate Sales. The Purchasing Affiliate and the
Partnership have filed an application with the Commission requesting such an
exemption.
ACCOUNTING TREATMENT OF THE SALES
The Sales will be accounted for as sales of the assets of the
Partnership.
LACK OF DISSENTERS' RIGHTS OF APPRAISAL
Limited Partners will not be entitled to dissenters' rights under
Missouri law or under any other statute or under the terms of the Partnership
Agreement in connection with the Sales.
REASONS FOR THE SALES
The General Partners have considered the appropriate course of action
to take with regard to the Assets. They have decided that the most prudent
course of action for the Partnership is to sell the IMT and Vision Partners
Assets to the Purchasing Affiliate, sell the Securities in the open market and
dissolve the Partnership. The General Partners' decision has been based on the
following factors:
1. Consummation of the Sales would result in the dissolution of
the Partnership and require the Independent General Partners to liquidate the
Partnership.
The Partnership desires to dissolve. It is no longer making portfolio
investments and the costs and expenses to the Partnership to comply with
periodic reporting requirements of the Securities Exchange Act of 1934 are not
insignificant. The Purchasing Affiliate has offered to purchase the IMT and the
Vision Partners Assets and the Securities can be easily liquidated in the open
market allowing for orderly sales of the Assets, dissolution and liquidation.
The Managing General Partner estimates that an aggregate of
approximately $628,995.00, or approximately $5.83 per Unit, of the aggregate
sales proceeds will be available for distribution to the Limited Partners
following the application of customary expenses. The following table shows the
expected net proceeds from the Sales, the application of certain of the proceeds
to the anticipated closing costs and the disposition of the proceeds of the
Sales. Note that the Estimated Total Purchase Prices for the Securities is an
approximate figure, based upon the valuations of the Securities on August 20,
1999 and June 30, 1999. The total purchase prices actually received may be
greater or less than the figure listed. The Securities are described in more
detail above under "PROPOSAL 2".
THE SALES
Purchase Price for IMT Asset: $ 86,283.00
Purchase Price for Vision Partners Asset: $ 19,300.00
Estimated Total Purchase Prices for the Securities: $558,412.00
Less Expenses (Primarily Legal Fees): $ 35,000.00
Estimated Net Proceeds to the Partnership: $628,995.00
Total Number of Units: 107, 820
Estimated Proceeds Per Unit: $5.83
7
<PAGE>
2. The Purchasing Affiliate is willing to purchase the IMT Asset
and the Vision Partners Asset from the Partnership at prices that are fair in
light of their contingent natures.
The Purchasing Affiliate has consented to purchase the IMT and Visions
Partners Assets as an accommodation to the Partnership in consideration of its
relationship to the Partnership and many of its General and Limited Partners.
The General Partners believe that the considerations to be paid to the
Partnership--i.e., $86,283 for the IMT Asset and $19,300 for the Vision Partners
Asset are fair to the Limited Partners. The Managing General Partner and the
Purchasing Affiliate determined the purchase prices for the IMT and the Vision
Partners Assets from their present values, assuming that they would be paid in
full, using discount rates of 8%.
The General Partners believe that such discount rates are reasonable.
As noted above, the IMT Asset is contingent upon any indemnity claims
Alcon might successfully assert against the Partnership, and the Vision Partners
Asset is contingent upon any indemnity claims National Vision might successfully
assert against the Partnership. The General Partners believe that prices are
reasonable and fair to the Limited Partners in light of: (i) the risk the
Purchasing Affiliate has taken in purchasing these assets though their actual
values are unknown (the Purchasing Affiliate may not receive any disbursement
from the IMT or the Visions Partners Assets, recognizing total losses); (ii) the
fact that any values these assets may have cannot be fully realized for two
years for the IMT Asset and six years for the Vision Partners Asset; and (iii)
the difficulty the Purchasing Affiliate would face should the Purchasing
Affiliate attempt to liquidate the IMT or the Vision Partners Assets because of
their contingent natures and their delayed realizations.
THE GENERAL PARTNERS RECOMMEND A VOTE FOR PROPOSAL 1 TO AUTHORIZE THE
PARTNERSHIP TO SELL THE IMT ASSET AND THE VISION PARTNERS ASSET TO THE
PURCHASING AFFILIATE ON THE ENCLOSED PROXY CARD.
THE GENERAL PARTNERS RECOMMEND A VOTE FOR PROPOSAL 2 TO AUTHORIZE THE
PARTNERSHIP TO SELL THE SECURITIES ON THE OPEN MARKET AND SUBSEQUENTLY DISSOLVE
THE PARTNERSHIP.
OTHER FACTORS TO CONSIDER
Required SEC Exemption
As noted, the Partnership is regulated under the 1940 Act. It
affiliates are therefore prohibited, under Section 57(a)(2) of the 1940 Act,
from purchasing any security or other property of the Partnership, other than
the Partnership's own securities. Sections 57(b) and 2(a)(3) of the 1940 Act
make clear that the Purchasing Affiliate is an affiliate of the Partnership.
However, Section 57(c) of the 1940 Act permits the Commission to exempt
transactions from the application of Section 57(a)(2) upon a showing that the
terms of the transaction are reasonable, fair, do not overreach on the part of
anyone involved, and are consistent with the objectives of the BDC involved and
with the principles of the 1940 Act. The Partnership and the Purchasing
Affiliate have made an application to the Commission for such an exemption.
The Affiliate Sales are therefore conditioned upon the receipt of the
requested exemption from the Commission. Any vote of the Limited Partners to
approve the Affiliate Sales will only be effective if the Affiliate Sales are
approved by the Commission as well. In the event the Commission does not grant
the requested exemption, the Affiliate Sales will not take effect, regardless of
the consent or lack thereof of the Limited Partners, and the Partnership will
continue to explore avenues for liquidating and dissolving the Partnership.
Dissolution
According to Section 9.1.1 of the Partnership Agreement, the
Partnership shall dissolve upon the sale at one time or all or substantially all
of the Partnership's assets. The Securities constitute substantially all of the
8
<PAGE>
Partnership's assets. If Proposal 2 is approved by the Limited Partners, the
Partnership will dissolve upon the effective date of the sales of the
Securities.
Upon the dissolution of the Partnership, the Independent General
Partners shall wind up the affairs of the Partnership under Section 9.2 of the
Partnership Agreement. After payment of debts and liabilities of the Partnership
and the establishment, if the Independent General Partners so choose, of an
account to cover contingent or unforeseen liabilities, the Independent General
Partners will distribute remaining assets to the Limited and General Partners
pro rata according to their original Capital Contributions.
FEDERAL AND STATE INCOME TAX
CONSEQUENCES OF THE SALES
General
The Sales, if approved, will have certain tax implications to the
Limited Partners that must be considered. The following summarizes the material
federal income tax consequences arising from the Sales and liquidation of the
Partnership. This summary is based upon the Internal Revenue Code of 1986, as
amended (the "Code"), Treasury regulations, court decisions and published
positions of the Internal Revenue Service (the "Service"), each as in effect on
the date of this Proxy Statement. There can be no assurance that the Service
will agree with the conclusions stated herein or that future legislation or
administrative changes or court decisions will not significantly modify the
federal or state income tax law regarding the matters described herein,
potentially with retroactive effect. This summary is not intended to, and should
not, be considered an opinion respecting the federal or state income tax
consequences of the Sales. Further, this summary is not intended to provide tax
or other legal advice to any Limited Partner.
The following summarizes the material federal income tax consequences
of the Sales and the liquidation of the Partnership to investors who are
individual citizens or residents of the United States. It does not address,
among other things, the special tax consequences of foreign investors, trusts,
tax-exempt entities or corporations.
Federal Income Tax Consequences of the Sales of the Partnership Assets
The federal income tax consequences to the Partners of the Sales will
depend upon the individual circumstances of each Partner (including each
Partner's tax basis in the units owned). In general, however, upon a sale of
assets, gain or loss will be recognized by a partnership measured by the
difference between the partnership's adjusted basis in the assets and the amount
realized on the sale. A partnership's adjusted basis in an asset is generally
determined by its cost, including the amount of debt incurred to purchase the
asset, reduced by depreciation or amortization deductions taken by the
partnership with respect to the asset.
The Partnership is not a taxable entity for federal income tax
purposes. Accordingly, any gain or loss recognized by the Partnership from the
Sales will be passed through to the Partners, with a Partner's share of such
gain or loss being determined in accordance with the allocation provisions in
the Partnership Agreement.
Any gain or loss on the Sales (excluding any amount attributable to
accrued interest, if any) should be taxed as long- or short-term capital gain
and losses taxed as long- or short-term capital losses. However, if the
Partnership were considered as holding securities primarily for sale to
customers in the ordinary course of its trade or business (i.e. if the
Partnership were treated as a "dealer"), then any gain would be treated as
ordinary income. While inherently a factual question based on the facts and
circumstances surrounding the purchase, holding and Sales of the Assets by the
Partnership, because the Assets were likely primarily held for long-term capital
appreciation in the value of the Partnership's Assets, the Partnership should
not be treated as a dealer.
Federal Income Tax Consequences of the Liquidation of the Partnership
The tax consequences of partnership distributions may differ depending
upon whether the distribution is made in cash or property and depending on
whether the distribution is made prior to or upon liquidation.
9
<PAGE>
Individual Partners' tax consequences of Partnership distributions may
vary depending on the Partner's adjusted basis in his units. Generally, cash
distributions to a Partner will be treated as a tax-free return of capital only
to the extent of such Partner's adjusted basis in his units immediately before
distribution.
A Partner's initial basis in his units equaled the Capital Contribution
made by such Partner for his units. A Partner's initial basis in his units was
increased by (i) his proportionate share of the Partnership's nonrecourse debt,
(ii) his allocable share of the Partnership's taxable and tax-exempt income, and
(iii) his proportionate share of increases in the Partnership's nonrecourse
debt. A Partner's adjusted basis in his units was decreased by (a) Partnership
distributions to him (including his proportionate share of decreases in
nonrecourse debt), (b) his allocable share of Partnership losses and deductions,
and (c) his allocable share of nondeductible Partnership expenses which are not
properly chargeable to a capital account for federal income tax purposes. A
Partner's share of the Partnership gain or loss from the sale of the Assets will
also affect such Partner's basis in his units.
Gain will be recognized on a cash distribution prior to or upon
liquidation only to the extent that the cash distributed (including reductions
in the Partner's allocable share of Partnership nonrecourse debt) exceeds the
Partner's adjusted basis in his units. Once such adjusted basis is reduced to
zero, additional cash distributions generally will be treated as capital gain,
provided that the Partner's interest in the Partnership is a capital asset.
Losses may be recognized by reason of a liquidating cash distribution if only
cash is distributed and a Partner's adjusted basis in his units exceeds the
amount of such cash.
State Income Tax Consequences
While a partnership is not generally subject to state taxes, its
partners may be subject to state income taxes, if any, on their respective
shares of partnership income, gain, loss and deduction in the state or states in
which they reside or in which the partnership does business. Each Partner is
urged to consult his tax advisor for advice as to state and local taxes which
may be payable by reason of the Sales of the Assets.
Tax Conclusion
The discussion set forth above is only a summary of the material
federal income tax consequences to the Limited Partners from the Sales and
liquidation. It does not address all potential tax consequences that may be
applicable to a Limited Partner and may not be applicable to certain categories
of Limited Partners, such as non-United States persons, corporations, insurance
companies, subchapter S corporations, partnerships, tax-exempt entities or
financial institutions. It also does not address the state, local or foreign tax
consequences of the transactions. ACCORDINGLY, LIMITED PARTNERS SHOULD CONSULT
THEIR OWN TAX ADVISORS REGARDING THE SPECIFIC INCOME TAX CONSEQUENCES OF THE
SALES AND LIQUIDATION TO THEM, INCLUDING THE APPLICABILITY AND EFFECT OF
FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS.
FINANCIAL DATA
This Proxy Statement is accompanied by the Partnership's Form 10-K for the
period ended December 31, 1998 (the "Form 10-K") and the Partnership's Form 10-Q
for the quarter ended June 30, 1999 (the "Form 10-Q"). The information in the
Form 10-K and the Form 10-Q is hereby incorporated by reference into this Proxy
Statement.
Selected Historical Financial Data
The following selected historical financial data for the Partnership for
each of the years in the five-year period ended December 31, 1998, have been
derived from the Partnership's financial statements, which have been audited by
Pricewaterhouse Coopers, LLC as independent accountants. The data for the
six-month period ended June 30, 1999 have been derived from unaudited financial
statements appearing in the Partnership's Form 10-Q, and which, in the opinion
of the Managing General Partner, includes all adjustments, consisting only of
10
<PAGE>
normal adjustments, necessary for the fair statement of the results for the
unaudited periods. The selected financial data are qualified in their entirety
by and should be read in conjunction with the Partnership's financial statements
and related notes appearing in the Partnership's Form 10-K and in the
Partnership's Form 10-Q.
<TABLE>
<CAPTION>
Year Ended
Six Months
Ended
6/30/99 12/31/98 12/31/97 12/31/96 12/31/95 12/31/94
<S> <C> <C> <C> <C> <C> <C>
Statement of Operations Data
Revenues - 8,723 56,358 11,486 8,282 6,519
Expenses 13,266 28,480 18,619 13,902 27,072 43,842
Net Realized Gains
(Losses) on Sale of
Investments 2,487 1,237,319 486,662 1,647,498 594,681 (73,191)
Net Unrealized Gains
(Losses) on Sale of
Investments 425,537 (733,306) (254,746) (652,959) 318,870 97,407
Earnings (Loss) from
Continuing Operations 414,758 484,256 269,655 992,123 894,761 (13,107)
Earnings (Loss) from
Continuing Operations
per Unit--Limited 3.84 4.49 2.50 9.20 8.30 (0.12)
Weighted Average Units
Outstanding - Limited 87,820 87,820 87,820 87,820 87,820 87,820
Balance Sheet Data
Total Assets 947,431 539,703 2,156,937 2,425,482 3,620,677 3,227,098
Long Term Obligations
(Mtg. Only) - - - - - -
Distributions per Unit - 19.50 5.00 20.00 5.00 0.00
Book Value per Unit 8.72 4.88 19.88 22.38 33.18 29.88
Partners' Equity (Deficit) 940,461 525,703 2,143,937 2,413,382 3,577,659 3,221,998
</TABLE>
INTERESTS OF CERTAIN PERSONS IN THE SALES
In considering the recommendation of the General Partners with respect
to the Proposals, the Limited Partners should be aware that the Managing General
Partner is 99% owned by the Purchasing Affiliate and is under common control
with the Purchasing Affiliate and therefore has interests in the Proposals that
are different from and in addition to the interests of the Limited Partners
generally in such Proposals. The General Partners were aware of these interests
and took these interests into account in approving the Sales upon the terms set
forth herein.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
As of June 30, 1999, the following parties are known by the Partnership
to be the beneficial owners of more than 5% of the Units.
<TABLE>
<CAPTION>
Name Amount of Beneficial % of Limited
Ownership of Limited Partnership Capital
Partnership Units
<S> <C> <C> <C>
Mid-American Capital Co. 10,000 11.39%
ATTN: Virginia Swift
P.O. Box 657
Des Moines, IA 50303
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Name Amount of Beneficial % of Limited
Ownership of Limited Partnership Capital
Partnership Units
<S> <C> <C> <C>
EDJ Ventures Ltd. 19,800 22.55%
12555 Manchester Rd.
St. Louis, MO 63131
Richard P. Kiphart 4,590 5.23%
c/o William Blair & Co.
222 West Adams Street
Chicago, IL 60606-5307
</TABLE>
<TABLE>
<CAPTION>
Name Amount of Beneficial % of General
Ownership of General Partnership Capital
Partnership Units
<S> <C> <C> <C>
Stanley E. Kroenke 4,000 20%
c/o Community Investment Partners, L.P.
12555 Manchester Road
St. Louis, MO 63131
Tommy L. Gleason 4,000 20%
c/o Community Investment Partners, L.P.
12555 Manchester Road
St. Louis, MO 63131
CIP Management, L.P., LLLP 12,000 60%
12555 Manchester Road
St. Louis, MO 63131
</TABLE>
CAUTIONARY STATEMENT REGARDING
FORWARD LOOKING STATEMENTS
The Managing General Partner has made certain forward-looking
statements in this Proxy Statement that are subject to risks and uncertainties.
Forward-looking statements include those statements preceded by, followed by or
that include the words "believes," "expects," "anticipates" or similar
expressions. For those statements, the Managing General Partner claims the
protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995.
MARKETS AND MARKET PRICES
There is no established public trading market on which the Units are
traded and no such trading market is expected to develop in the future.
There is no public trading market in the units of the Purchasing
Affiliate and none is expected to develop in the future.
INDEPENDENT AUDITORS
The financial statements of Community Investment Partners, L.P., a
Missouri limited partnership, as of December 31, 1998 and 1997 and for each of
the three years in the period ended December 31, 1998, incorporated in this
12
<PAGE>
Proxy Statement by reference from the Partnership's Annual Report on Form 10-K
for the year ended December 31, 1998, have been audited by Pricewaterhouse
Coopers, LLC, independent auditors.
Representatives of Pricewaterhouse Coopers, LLC are expected to be
present at the Special Meeting. These representatives will have an opportunity
to make statements if they so desire and will be available to respond to
appropriate questions.
INCORPORATION BY REFERENCE
The following documents, which have been previously filed by the
Partnership with the Securities and Exchange Commission, are hereby incorporated
by reference:
(i) The Partnership's Annual Report on Form 10-K for the year ended
December 31, 1998 (filed March 30, 1999), which has been enclosed with the Proxy
Materials;
(ii) The Partnership's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999 (filed August 13, 1999), which has been enclosed with the
Proxy Materials; and
(iii) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended, since the end of the fiscal
year covered by the Annual Report referred to in (i) above.
Pursuant to the regulations of the Securities and Exchange Commission,
the Partnership will provide to each Limited Partner of record on the date
hereof, without charge and upon written or oral request of such person, copies
all reports (excluding exhibits) filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended, since the end of the fiscal
year covered by the Annual Report in (i) above.
To request a copy of any of these reports, please write or telephone
Marilyn Gaffney, Secretary of Community Investment Partners, L.P., at 12555
Manchester Road, St. Louis, MO 63131, (314) 515-2000.
13
<PAGE>
PROXY
COMMUNITY INVESTMENT PARTNERS, L.P.
This Proxy is solicited on behalf of the Partnership.
The undersigned does hereby appoint Daniel A. Burkhardt and Marilyn A.
Gaffney the true and lawful attorneys-in fact and proxies of the undersigned
with full power of substitution, to vote all Units of Limited Partnership of the
undersigned in Community Investment Partners, L.P. at the Special Meeting of
Limited Partners to be held on October 4, 1999, commencing at 9:00 A.M., at
12555 Manchester Road, Room 1012, St. Louis, Missouri, and at any continuance(s)
or adjournment(s) thereof, upon all subjects that may properly come before the
Special Meeting, including the matters described in the Proxy Statement
furnished herewith, subject to any directions indicated on the reverse side of
this Proxy.
----------------------------------------
Date
----------------------------------------
Signature
----------------------------------------
Signature, if held jointly
<PAGE>
THE GENERAL PARTNERS RECOMMEND A VOTE FOR THE FOLLOWING
PROPOSAL 1
THE SALES OF THE PARTNERSHIP'S CONTINGENT RIGHTS TO RECEIVE PAYMENTS
RESULTING FROM THE PARTNERSHIP'S INVESTMENTS IN INNOVATION MEDICAL TECHNOLOGIES,
INC. AND VISION PARTNERS, L.P. TO EDJ VENTURES, LTD., L.P., AN AFFILIATE OF THE
MANAGING GENERAL PARTNER, AT THE PRICES SPECIFIED IN THE PROXY STATEMENT.
For the Affiliate Sales Withhold authority to vote for the
Affiliate Sales
[ ] [ ]
This Proxy will be voted as specified. If no specification is made, this Proxy
will be voted FOR Proposal 1.
THE GENERAL PARTNERS RECOMMEND A VOTE FOR THE FOLLOWING
PROPOSAL 2
THE SALES OF THE PARTNERSHIP'S REMAINING SECURITIES ON THE OPEN MARKET,
Which saleS if consummated, will Constitute a sale of Substantially All of the
Assets of the Partnership and will result in the dissolution of the partnership.
For the sale of the Securities Withhold authority to vote for the
sale of the Securities
[ ] [ ]
This Proxy will be voted as specified. If no specification is made, this Proxy
will be voted FOR Proposal 2.
