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RENAISSANCE CAPITAL PARTNERS II, 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 II, Ltd.:
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Limited Partners
(the "Annual Meeting") of Renaissance Capital Partners II, 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 3:30 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
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solicitation.
By Order of the General Partners of
Renaissance Capital Partners II, Ltd.
BARBE BUTSCHEK,
Secretary of Renaissance Capital Group, Inc.,
Managing General Partner
Dallas, Texas
April 20, 1998
RENAISSANCE CAPITAL PARTNERS II, 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 II, 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
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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 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 April 16, 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 Restated
Agreement and Articles of Limited Partnership of the Partnership (the
"Partnership Agreement")). Pursuant to Section 11.4 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 43,304 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>
<S> <C> <C>
Name and Address of Units Beneficially Percent of Total Units Outstanding
</TABLE>
<TABLE>
<S> <C> <C>
HEB Investment and 3,160 7.34%
Retirement Plan
Trust
P.O. Box 839999
San Antonio, Texas 78212
Russell Cleveland 153 *
8080 N. Central Expressway
Dallas, Texas 75206
Vance Arnold 0 *
8080 N. Central Expressway
Dallas, Texas 75206
Barbe Butschek 0 *
8080 N. Central Expressway
Dallas, Texas 75206
Robert C. Pearson 0 *
8080 N. Central Expressway
Dallas, Texas 75206
Mardon M. Navalta 0 *
8080 N. Central Expressway
Dallas, Texas 75206
John A. Schmit 0 *
8080 N. Central Expressway
Dallas, Texas 75206
All directors and 153 *
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. Thomas W. Pauken 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, between the Partnership and Renaissance Group (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 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. 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 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.
Thomas W. Pauken, age 54, has experience both as a corporate executive
officer and as the head of an independent federal agency. Professionally
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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. Mr.Pauken served on President Reagan's transition team and on the White
House legal counsel's staff. Later, he was appointed by President Reagan as
Director of ACTION, an independent federal agency that encourages
volunteerism, where he served from 1981 to 1985. 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.
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
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 the majority
shareholder of Renaissance Group. He is a Chartered Financial Analyst with
over thirty years experience as a specialistin 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. 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
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Renaissance, Mr. Arnold served, from April 1988 to September 1994, as Senior
Vice President of Investment Advisors, Inc., Houston, Texas.
Barbe Butschek, age 43, has been associated with Renaissance Group and its
predecessor companies since 1977. As Senior Vice President, Secretary and
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, 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
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Law Center.
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.
Renaissance Group has agreed to reduce its fees, if and to the extent
necessary on a yearly basis, to limit the total annual expense of the
Partnership to an amount not greater than 2.75% of assets.
As of December 31, 1997, the Partnership owed Renaissance Group $120,554
for past due operating expenses paid by Renaissance Group on behalf of the
Partnership, of which $72,798.34 was attributable to services rendered in
1997. Total management fees earned by Renaissance Group from the Partnership
in 1997 were $411,178.
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 $0.24 per Unit for the first 25,000 Units outstanding ($6,000)
and $0.12 per Unit for all Units outstanding in excess of 25,000, such fees
being payable at the end of the quarter. The Independent General Partners
are also entitled to full reimbursement of all reasonable expenses relative
to their services on behalf of the Partnership. 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 Total
Retirement Estimated Compensation
Name of Aggregate Benefits Acrued Annual from
Independent Compensation As Part of Benefits Partnership
General from Partnership upon and Renaisssance
Partner Partnership Expenses Retirement Fund Complex
Ernest C.
Hill $32,855 $0 $0 $74,355
Thomas W.
Pauken $32,855 $0 $0 $50,355
</TABLE>
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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
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 Managers, 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, 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
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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.
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 II, Ltd.
BARBE BUTSCHEK
Secretary of Renaissance Capital Group, Inc.
Managing General Partner
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Dallas, Texas
April 20, 1998
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 REQUIRE
