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SCHEDULE 14A
(RULE 141-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e) (2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
RENAISSANCE CAPITAL PARTNERS II, LTD.
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(Name of Registrant as Specified in its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Person(s) Filing Proxy Statement, if other than the Registrant)
/X/ $125 per Exchange Act Rules 0-11(c) (1) (ii), 14a-6(i) (1), or 14a-
6(i) (2) or Item 22(a) (2) or Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i) (3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and
0-11.
(1) Title of each class of securities to which transaction applies:
N/A
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(2) Aggregate number of securities to which transaction applies:
N/A
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(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):
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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(5) Total fee paid:
N/A
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/ / Fee paid previously with preliminary materials
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/ / 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:
N/A
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(2) Form, Schedule or Registration Statement No.:
N/A
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(3) Filing Party:
Renaissance Capital Partners II, Ltd.
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(4) Date Filed:
March 31, 1997
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<PAGE> 3
Renaissance Capital Partners II, Ltd.
8080 North Central Expressway, Suite 210
Dallas, Texas 75206
NOTICE OF ANNUAL MEETING OF LIMITED PARTNERS
To Be Held April 25, 1997
To the Limited Partners of
Renaissance Capital Partners II, Ltd.:
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Limited Partners
(the "Annual Meeting") of Renaissance Capital Partners II, Ltd., a Texas
limited partnership regulated as a Business Development Company under the
Investment Company Act of 1940 ("Renaissance Partners"), will be held at The
Westin Hotel/Galleria, Dallas, Texas, on April 25, 1997, at 3:00 p.m., local
time, for the following purposes:
1. To consider and vote on a proposal to ratify the appointment by
Renaissance Partners' Independent General Partners of KPMG Peat
Marwick as independent public accountants for Renaissance Partners
for the fiscal year ending December 31, 1997; and
2. To transact any and all other business that may properly be
presented at the Annual Meeting or any adjournment(s).
In addition to business matters, 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 17, 1997,
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 Renaissance Partners Restated
Agreement and Articles of Limited Partnership. Partnership Percentages
entitled to vote at the Annual Meeting have been determined as of March 17,
1997.
You are cordially invited to attend the Annual Meeting. However,
whether or not you expect to attend the annual meeting in person, please
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 in the enclosed proxy statement. Prompt
response by our Limited Partners will reduce the time and expense of
solicitation.
By Order of the General Partners of
Renaissance Capital Partners II, Ltd.
/s/ Barbe Butschek
BARBE BUTSCHEK,
Secretary of Renaissance Capital Group, Inc.,
Managing General Partner
Dallas, Texas
March 24, 1997
<PAGE> 4
Renaissance Capital Partners II, Ltd.
PROXY STATEMENT
For
ANNUAL MEETING OF LIMITED PARTNERS
To Be Held April 25, 1997
SOLICITATION OF PROXIES
This Proxy Statement is being furnished to Limited Partners of
Renaissance Capital Partners II, Ltd., a Texas limited partnership regulated
as a Business Development Company under the Investment Company Act of 1940
("Renaissance Partners"), in connection with the solicitation of proxies to
be voted at the 1997 Annual Meeting of Limited Partners (the "Annual
Meeting") to be held on April 26, 1997, at the time and place and for the
purposes set forth in the accompanying Notice of Annual Meeting of Limited
Partners and at any adjournment(s). Proxies are being solicited by the
General Partners of Renaissance Partners on behalf of Renaissance Partners.
This Proxy Statement and the proxy card are first being sent to Renaissance
Partners Limited Partners on or about April 4, 1997.
The accompanying proxy card is designed to permit each holder of whole
or fractional limited partnership units of Renaissance Partners ("Units") to
vote for or against or to abstain from voting on Proposal One 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 such 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 as independent public accountants for Renaissance Partners for the
current fiscal year.
The General Partners encourage the personal attendance of the Limited
Partners at the Annual Meeting, and execution of 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
delivering a later-dated proxy or by attending the Annual Meeting and voting
his or her Units in person. No such notice of revocation or later-dated
proxy, however, will be effective until received by Renaissance Capital
Group, Inc. ("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 of itself
revoke the proxy.
In addition to the solicitation of proxies by use of the mail, officers,
directors and regular employees of Renaissance Group may solicit the return
of 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
Renaissance Partners. 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.
<PAGE> 5
Renaissance Partner'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 Renaissance Partners
will consider and vote upon the following matters:
1. A proposal to ratify the appointment by the Independent General
Partners of Renaissance Partners of KPMG Peat Marwick as independent
public accountants for the fiscal year ending December 31, 1997; and
2. Such other and further business as may properly be presented at the
Annual Meeting or any adjournment(s) thereof.
VOTING SECURITIES AND PRINCIPAL UNITHOLDERS
The General Partners of Renaissance Partners have fixed the close of
business on March 17, 1997, 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 Restated Agreement and Articles of Limited Partnership of
Renaissance Partners (the "Partnership Agreement")). Pursuant to Section
11.4 of the Partnership Agreement, Partnership Percentages entitled to vote
at the Annual Meeting have been determined as of March 17, 1997. 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,
Renaissance Partners had issued and outstanding 43,434 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.
REQUIRED VOTE
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 as independent public accountants for
the current fiscal year.
UNIT OWNERSHIP
At March 17, 1997, Renaissance Group does not own any Units of
Renaissance Partners. The following table sets forth information concerning
the number of Units of Renaissance Partners beneficially owned at March 17,
1997, 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:
Units Percent of
Name and Address of Beneficiall Total Units
Beneficial Owner y Owned Outstanding
HEB Investment and 3,159.57 7.2744%
Retirement Plan Trust
P.O. Box 839999
San Antonio, Texas 78212
<PAGE> 6
Russell Cleveland 132.98 0.3062%
8080 N. Central
Expressway
Dallas, Texas 75206
Martin J. Cohen 51.06 0.1176%
8080 N. Central
Expressway
Dallas, Texas 75206
All directors and 184.04 0.4238%
executive officers as a
group (2 persons)
INFORMATION REGARDING GENERAL PARTNERS
Mr. Ernest C. Hill and Mr. Don M. Patterson serve as the Independent
General Partners of Renaissance Partners. Renaissance Group is the Managing
General Partner of Renaissance Partners and also serves as the investment
adviser to the Fund pursuant to the Investment Advisory Agreement dated
February 15, 1994. 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
Renaissance Partners. Renaissance Partners has no officers or directors.
Renaissance Group and its officers and employees devote such time to
Renaissance Partners' business as is necessary for the conduct of Renaissance
Partners' operations.
Renaissance Partners has been unable to pay Renaissance Group its fee as
required by the Investment Advisory Agreement because of a lack of cash flow
and this fee is being accrued on the books of Renaissance Partners. As of
December 31, 1996, Renaissance Partners owed Renaissance Group $183,605.23 in
past due investment advisory fees and operating expenses paid by Renaissance
Group on behalf of the Partnership. In addition, Renaissance Partners has
made payments to Renaissance Group in the amount of $183,605.23 for expense
reimbursement.
Neither Renaissance Group nor its affiliates are prohibited from
engaging in activities outside Renaissance Partners' business. In addition
to the Partnership, Renaissance Group serves as Managing General Partner and
Investment Advisor for Renaissance Capital Partners, Ltd., a business
development company with goals and operations comparable to those of the
Partnership. Renaissance Group also serves as investment advisor 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. corporations.
BACKGROUND AND EXPERIENCE OF INDEPENDENT GENERAL PARTNERS
Mr. Ernest C. Hill, age 57, 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
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.
<PAGE> 7
Thomas W. Pauken, age 53, has experience both as a corporate executive
officer and as the head of an independent federal agency. Professionally
qualified as an attorney, he currently is the President of TWP, Inc. From
1985 to 1991, Mr. Pauken was Vice President and Corporate Counsel of Garvon,
Inc. From 1981 to 1985, Mr. Pauken served on President Reagan's transition
team as a White House staff assistant. Later, he was appointed by President
Reagan to the office of Director of ACTION, an independent federal agency
that encourages volunteerism. He also served as a White House staff
assistant and as Associate Director of the White House Fellowship program
from 1970 to 1971. Mr. Pauken served from 1986 to 1991 as Director of 50-off
Stores, Inc. He holds a BA in political science from Georgetown University
and a JD degree from Southern Methodist University School of Law.
The Fund does not pay any fees to, or reimburse expenses of, its
Independent General Partners who are considered "interested persons" of the
Fund. The aggregate compensation for 1996 paid by Renaissance Partners to
each Independent General Partner, and the aggregate compensation paid to each
of Independent General Partner for the most recently completed fiscal year by
other funds to which Renaissance Group provides investment advisory services
(collectively, the "Renaissance Fund Complex") is as set forth below:
Name of Aggregate Pension or Estimated Total
Independent Compensation Retirement Annual Compensation
General Partner from Fund Benefits Benefits from Fund
Accrued as upon and
Part of Retirement Renaissance
Fund Fund
Expenses Complex
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Ernest C. Hill $32,855.16 $0 $0 $74,855.16
Thomas W. Pauken $32,855.16 $0 $0 $50,855.16
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:
Name: Position:
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Russell Cleveland Chairman, President, Chief Executive Officer
Vance M. Arnold Executive Vice President
Barbe Butschek Senior Vice President, Treasurer
Mardon M. Vice President - Corporate Finance
Norman D. Cox Vice President - Portfolio Monitoring
Russell Cleveland, age 58, is the principal founder and the majority
shareholder of Renaissance Group. He is a Chartered Financial Analyst with
over 25 years experience as a specialist in investments for smaller
capitalization companies. Mr. Cleveland currently serves as a director of
Greiner Engineering, Inc. (NYSE), a former portfolio investment of a prior
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 and as the investment advisor director
designee for the following Renaissance Partners portfolio companies:
Biopharmaceutics, Inc., Global Environmental, Inc., and UNICO, Inc.
Vance M. Arnold, age 52, 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.
<PAGE> 8
Barbe Butschek, age 42, 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 Renaissance Capital Partners, Ltd., the Partnership
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.
Mardon M. Navalta, age 36, 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. Mr. Navalta holds a
degree in Finance from North Texas State University.
Norman D. Cox, age 58, joined Renaissance Group in November 1995 and is
responsible for portfolio monitoring. He has broad experience in accounting
and finance. Mr. Cox is a C.P.A. with experience in both public and private
accounting. Upon graduation from Oklahoma State University with a M.S.
Degree in Accounting, he spent seven years with Arthur Anderson & Co. Prior
to coming to Renaissance, Mr. Cox served 26 years with a private investment
group, first as Chief Financial Officer, then as President.
MATTERS TO BE CONSIDERED AT MEETING
PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT ACCOUNTANTS
KPMG Peat Marwick examined the financial statements of Renaissance
Partners for the fiscal year ending December 31, 1996. A representative of
KPMG Peat Marwick is expected to be present at the Annual Meeting. The KPMG
Peat Marwick representative will respond to appropriate questions and will
have an opportunity to make a statement, should he or she desire to do so.
The Independent General Partners have appointed KPMG Peat Marwick to
examine the financial statements of Renaissance Partners for the fiscal year
ending December 31, 1997. Ratification is required for the appointment of
KPMG Peat Marwick 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 as independent public accountants for the current fiscal
year.
The general partners of Renaissance Partners recommend that each limited
partner vote FOR the proposal to ratify the appointment of KPMG Peat Marwick
as Renaissance Partners' independent public accountants for the fiscal year
ending December 31, 1997.
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.
<PAGE> 9
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
Renaissance Partners' proxy statement for consideration at its Annual Meeting
of Limited Partners by submitting proposals to Renaissance Partners in a
timely manner. In order to be so included for the 1997 Annual Meeting of
Limited Partners, Limited Partner proposals must be received by Renaissance
Group by November 23, 1997, and must otherwise comply with the requirements
of Rule 14a-8.
Copies of the annual report on Form 10-K 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 II, Ltd.
/s/ Barbe Butschek
BARBE BUTSCHEK
Secretary of Renaissance Capital Group, Inc.
Managing General Partner
Dallas, Texas
March 24, 1997
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.
