<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by registrant / /
Filed by a party other than / / Confidential, for Use
the registrant /x/ of the Commission Only (as
permitted by Rule 14a-6(e)(2)
Check the appropriate box:
/x/ Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
THE MICROCAP FUND, INC.
(Name of Registrant as Specified in its Charter)
Geller & Friend Capital Partners, Inc.
Marshall Geller
Robert M. Pergament
Gerald B. Cramer
The Ingleside Company
Robert L. Priddy
Edward J. Rosenthal
Goodness Gardens Inc.
Cramer Rosenthal McGlynn, Inc.
Commonwealth Associates
Michael S. Falk
(Name of Person(s) Filing Proxy Statement)
-------------------------------------------------
Payment of filing fee (Check the appropriate box):
/x/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $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:
(2) Aggregate number of securities to which transection applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / 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:
<PAGE>
June __, 1996
Dear Fellow MicroCap Fund, Inc. Stockholders:
We, the undersigned, are the holders of in excess of 15% of the
outstanding equity securities of The MicroCap Fund, Inc. (the "Company" or the
"Fund"), and are writing to ask for your support in favor of proposals discussed
in the attached proxy statement and in opposition to the Board of Directors' of
the Company (the "Board" or "Board of Directors") proposed "plan of liquidation"
for the upcoming July 11, 1996 meeting of the stockholders.
Over the past month, we and other stockholders have expressed to the
Board of Directors of the Company our dissatisfaction with and concern over the
Fund's present management and its performance on both a current and historical
basis. We have made it quite clear to the officers of the Company that drastic
changes were required.
THE BOARD OF DIRECTORS AND KAMAL MUSTAFA HAVE NO EXCUSE FOR THEIR POOR
MANAGEMENT.
. THE COMPANY HAS MADE POOR INVESTMENT DECISIONS The Company has
made a series of poor investment decisions, with one or two
exceptions just proving the rule. The Company's miserable track
record cries out for new leadership. In addition to the 14 failed
--
bridge loans, the following examples are indicative of the Board
of Directors' and Kamal Mustafa's poor management:
Silverado Investment
--------------------
The investment in Silverado foods was sold in the quarter
ending May 31, 1995. The Fund sold a total of 337,500 of common
shares at an average price per share of $2.44. The stock has
rarely traded below $2.50 and as of May 15, 1996 traded at $3.25
a share.
Yes Entertainment Investment
----------------------------
The investment in Yes Entertainment was sold in the quarter
ending November 30, 1995. The Fund sold a total of 55,555 of
common shares at an average price per share of $5.50 resulting in
a $393,662 loss. As of May 15, 1996, the stock traded at $6.75.
<PAGE>
June __, 1996
Page 2
Accumed Investment
------------------
The investment in Accumed International was sold in two
blocks. The first block was sold in June, 1994. The Fund sold
100,000 common shares at an average price per share of $2.10
resulting in a slight gain of $18,987. As of May 15, 1996, the
stock traded at $6.75.
The second block was sold in the quarter ending November 20,
1995. The Fund sold 150,000 common shares at an average price of
$1.06 per share resulting in a loss of $121,081. As of May 15,
1996, the stock traded at $6.75.
. THE COMPANY'S STOCK HAS PLUMMETED. From the time Kamal Mustafa took
control of the Company to ______, 1996, the value of its stock has
declined ___%, in that same period the ______ Index rose ___%. Had
the combined stocks performed as the Index, they would be trading at a
combined price of $______ per share - not $______.
. THE COMPANY'S FINANCIAL POSITION HAS WORSENED. Stockholders'
equity has fallen ___% from $______ as of _____ to $_____ as of _____.
From Fiscal year 19__ to 19__, under Kamal Mustafa's control, the
Company suffered net losses of over $______. It has suffered a
$______ net loss for this fiscal year alone.
. KAMAL MUSTAFA CANNOT BLAME PAST MANAGEMENT FOR HIS PROBLEMS.
Based on the Company's poor performance under the stewardship of the
present Board of Directors and Kamal Mustafa, we have long lost any confidence
in both the integrity and ability of the present Board and Kamal Mustafa. To
that end, in a series of letters, we have asked the current Board of Directors
to commit itself to a four-point plan which calls for:
1. An irrevocable commitment to liquidation of the Fund, with the immediate
distribution of 75% of the Company's available cash as a return of
capital.
2. The resignation of the current Board of Directors.
3. The prompt liquidation of the Company's investments under a special
committee of three of the new directors.
<PAGE>
June __, 1996
Page 3
4. A liquidating trust mechanism to permit the pursuit of legal actions on
the Company's behalf.
The Board of Directors and Kamal Mustafa have ignored our letters and
have refused to respond to our proposals.
Under the Company's by-laws and Maryland law, the stockholders are
entitled to have the Company call a special meeting of the stockholders. On
May 6, 1996, on behalf of stockholders holding in excess of 25% of the
outstanding voting capacity of the Company, we requested that the Secretary of
the Company call a special meeting of the stockholders for the purposes of
considering and voting upon the foregoing proposals and certain amendments to
the by-laws. The Board of Directors and its Chairman, Kamal Mustafa, only
acknowledged the special meeting request and the two letters sent to the Board
of Directors after nearly a month and after persistent inquiries from the
Group's counsel. In their acknowledgment, they have refused to convene a special
meeting on behalf of the stockholders as requested. Instead, the Board has
called a meeting and proposed their own "plan of liquidation." The Board's
action is clearly an attempt to gain a tactical advantage over us and prevent
the stockholders from fully and fairly considering alternate proposals available
to them.
WE SEEK YOUR SUPPORT TO STOP A RECENTLY ANNOUNCED "PLAN OF
LIQUIDATION" BY THE COMPANY.
Neither we nor any of the Company's other stockholders have yet been
given the opportunity to review the Board's "plan of liquidation." We have
great fear that this latest "attempt" to enhance stockholder value will end up
as yet another tactic that advances the interests of the Company's existing
managers at the expense of the stockholders. Any liquidation of the Company
------------------------------
must be independent of the incumbent management. The Company managers who have
- -----------------------------------------------
run the Company so poorly in recent months and years must not be given the
opportunity to loot the Company by playing material roles in any liquidation of
the Company (and to receive additional compensation for liquidating what they
operated so badly).
WE ARE SOLICITING PROXIES TO REMOVE THE CURRENT DIRECTORS AND TO ELECT
A NEW BOARD OF DIRECTORS.
In order to achieve an efficient and orderly liquidation in the best
interests of the stockholders, the liquidation must be conducted under the
supervision of persons completely independent of those incumbent managers and
also under new directors who clearly represent the stockholders. We therefore
propose to remove the incumbent directors and to elect new directors who will
liquidate the Fund in a manner that maximizes stockholder value.
<PAGE>
June __, 1996
Page 4
We need your help. Support our efforts to maximize stockholder
values. Put an end to Kamal Mustafa's reign over your Company. Please sign,
date and mail the enclosed WHITE proxy cards today.
Sincerely,
Geller & Friend Capital Partners, Inc.
Marshall Geller
Robert M. Pergament
Gerald B. Cramer
The Ingleside Company
Robert L. Priddy
Edward J. Rosenthal
Goodness Gardens Inc.
Cramer Rosenthal McGlynn, Inc.
Commonwealth Associates
Michael S. Falk
<PAGE>
MEETING OF THE STOCKHOLDERS
OF
THE MICROCAP FUND, INC.
Proxy Statement
of
Geller & Friend Capital Partners, Inc., Marshall Geller,
Robert M. Pergament, Gerald B. Cramer
The Ingleside Company, Robert L. Priddy
Edward J. Rosenthal, Goodness Gardens Inc.,
Cramer Rosenthal McGlynn, Inc., Commonwealth
Associates and Michael S. Falk (the "Group")
This Proxy Statement is furnished to the stockholders of the MicroCap
Fund, Inc. (the "Company" or the "Fund") by the Group in connection with the
solicitation of proxies to be used at a meeting of the stockholders ("Meeting")
called by the Board of Directors of the Company scheduled to be held July 11,
1996, with a record date of May 20, 1996 (the "Record Date").
This Proxy Statement and the accompanying WHITE forms of proxy are
first being sent to stockholders on or about June 20, 1996.
On May 9, 1996, the Board of Directors announced a plan to liquidate
the Fund. At the Meeting, the Group believes that the stockholders will be
asked to vote in favor of the Board's "plan of liquidation." The Group urges
stockholders to vote against the Board's "plan."
The Board of Directors announced the "plan of liquidation" under
pressure from the Group and other stockholders in an attempt to gain a tactical
advantage over the Group and other public stockholders. On May 6, 1996 the Group
and other stockholders representing an excess of 25% of the equity of the
Company, in accordance with Maryland law and the by-laws of the Company,
requested that the Board of Directors call a special meeting of the stockholders
and proposed various amendments to the by-laws, removal of the incumbent Board
of Directors and the election of new directors. Accompanying and subsequent to
the stockholders' request for a special meeting, the Group asked the current
Board of Directors to commit itself to a four point plan calling for a
commitment to liquidate the Fund, the resignation of the current Board of
Directors, the prompt liquidation of the Fund's investments under a special
committee of three of the new directors and the creation of a liquidating trust
mechanism to permit the pursuit of legal actions on the Fund's behalf. The Board
of Directors and its Chairman, Kamal Mustafa, only acknowledged the special
meeting request and the two letters sent to the Board of Directors after nearly
a month and after persistent inquiries from the Group's counsel. In their
acknowledgment, they have refused to convene a special meeting on behalf of the
stockholders as requested. Kamal
1
<PAGE>
Mustafa and the Board of Directors have clearly demonstrated they have no
interest in the concerns of the stockholders. The Group believes that, as the
true owners of the Company, the stockholders have a right to tell management how
to best realize the true value of their investment. Present management has
refused to listen to the stockholders.
To the Group's knowledge, the Board of Directors of the Company has
not sent notice of the Meeting to the public stockholders. The Group therefore
is uncertain as to what matters will be proposed at the Meeting. The Group
believes that the stockholders will be asked to vote on the Board's "plan of
liquidation" and possibly for the election of certain incumbent directors whose
tenure ends this year. The directors whose tenure expires this year are Kamal
Mustafa, Jeffrey Lewis, Robert Naismith and Richard Hubbell. The Group opposes
the election of such directors and seeks proxies to elect nominees to fill their
respective places on the Board.
The Group is soliciting proxies IN OPPOSITION to the incumbent Board
of Directors' proposed "plan of liquidation", IN FAVOR of the removal of all
current directors of the Company, IN FAVOR of the election of the Group's slate
of directors who are committed to listening to stockholders and who are
committed to a plan of liquidation that maximizes the return to stockholders on
a prompt basis, IN FAVOR of the election of the Group's nominees to replace
those current directors whose terms expire at the Meeting, and in support of a
vote, in the discretion of the person(s) named as proxy, or their substitute, on
such other matters (please see the section captioned "Other Matters" herein) as
may come before the Meeting or any adjournment(s), postponement(s) or
rescheduling(s) thereof.
2
<PAGE>
IMPORTANT
This Proxy Statement and the accompanying WHITE proxy cards are being
furnished in connection with the solicitation of proxies by the Group, to be
used at the July 11, 1996 meeting (the "Meeting") of stockholders of The
MicroCap Fund, Inc. and any adjournment(s), postponement(s) or rescheduling(s)
thereof.
At the Meeting, the Group will oppose the incumbent Board of
Directors' "plan of liquidation" and will seek to remove all current members of
the Board of Directors and declare their offices vacant, and elect a slate of
nominees put forward by the Group to fill vacancies created by such removal, or
elect a slate of nominees to replace those current directors whose terms expire
this year.
The Group urges you to mark, sign, date and return the enclosed WHITE
proxy cards to vote AGAINST the incumbent Board's "plan of liquidation," FOR the
removal of all current directors of the Company and FOR the election of the
Group's slate of nominees to the Board of Directors.
As of May 20, 1996, the Group beneficially owned an aggregate of
338,725 shares of common stock of the Company (including common stock issuable
upon conversion of preferred stock), representing approximately 16% of the
outstanding shares of the Company. The Group intends to vote such shares
AGAINST the current Board of Directors' "plan of liquidation", FOR the removal
of all current Directors of the Company and FOR the election of the Group's
nominees to the Board of Directors.
THE GROUP URGES YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY THE
MICROCAP FUND, INC.
ITEM I. INCUMBENT BOARD'S PLAN OF LIQUIDATION.
VOTE AGAINST THE INCUMBENT BOARDS' PLAN OF LIQUIDATION
On May 9, 1996, the Board of Directors announced that it had adopted
some type of a "plan of liquidation." Unfortunately, neither the Group nor any
of the Company's other public stockholders have yet been given the opportunity
to review that "plan"; put bluntly, the Group has great fear that this latest
"attempt" to enhance stockholder value will end up as yet another tactic that
advances the interests of the Company's existing managers at the expense of the
stockholders. While at first blush, the Board's purported commitment to a "plan
of liquidation" may sound attractive and similar to the Group's proposal to
liquidate the Fund, upon closer study of the Company's announcement the
inadequacies and dangers of that "plan" become apparent.
3
<PAGE>
To begin with, the Board has, of course, not deigned to share with its
public stockholders the details of that plan. Stockholders of the Company do
not know whether the Company's course is irrevocable; how long those supervising
the liquidation are given to carry out their tasks; and, most important, whether
the Company managers that have run the Company so poorly in recent months and
years are to be permitted to play material roles in that liquidation (and to
receive additional compensation for liquidating what they operated so badly).
What little the Company said in its May 9 press release worries the
Group. For example, the Company stated that, notwithstanding the Fund's
horrible performance under incumbent management, it may nonetheless "seek to
engage" those managers after their resignation to perform unspecified services
for unstated compensation.
The liquidation of the Fund should be conducted under the supervision
of persons completely independent of those incumbent managers and also under new
directors who clearly represent the stockholders. Although the Group supports
the liquidating the Fund, PRESENT MANAGEMENT SHOULD PLAY NO ROLE IN ANY
LIQUIDATION OF THE FUND. WE URGE YOU TO VOTE AGAINST THE BOARD'S PLAN OF
LIQUIDATION.
ITEM 2. REMOVAL OF ALL CURRENT DIRECTORS OF COMPANY
The Group proposes to remove all current directors of the Company and
declare the office of each member of the Board of Directors vacant.
ITEM 3. ELECTION OF THE GROUP'S SLATE OF NOMINEES TO THE BOARD OF DIRECTORS TO
FILL VACANCIES CREATED BY REMOVAL OF THE INCUMBENT DIRECTORS
The Group proposes the election of new directors of the Company to
fill the vacancies created by the removal of the current directors at the
Meeting and to fill any other vacancies then existing on the Board of Directors.
The following table sets forth the name, age, business address, and ownership of
Common Stock of each nominee as of June 5, 1996. Such information has been
furnished by the respective nominees. All the nominees listed and described
below have consented to serve as a director, if elected. Each nominee disclaims
any beneficial interest in the stock of the Company held by any other nominee.
4
<PAGE>
<TABLE>
<CAPTION>
Nomination to Beneficial
Serve in Class with Ownership of
Name and Address Class Terms Expiring In Age MicroCap
---------------- ----- ----------------- --- --------
<S> <C> <C> <C> <C>
John Catsimatidis I 1998 47 0
823 11th Avenue
6th Floor
New York, NY 10019
Leonard Schiller I 1998 54 0
33 North Dearborn Street
Suite 1020
Chicago, IL 60602
Michael Acks II 1999 29 0
1800 Phoenix Boulevard
Suite 126
Atlanta, GA 30349
Marshall Geller II 1999 -- 0
1875 Century Park East
Suite 1770
Los Angeles, CA 90006
Dr. Jung Conzett* III 1997 48 225,000
Verena Conzett - Street 7
Postfach 9628
Zurich, Switzerland CH-8036
</TABLE>
- ------------------------
* Standing for election by the holders of Series A Convertible Preferred Stock
("Preferred Stock").
ITEM 4. ELECTION OF NOMINEES TO REPLACE INCUMBENT DIRECTORS WHOSE TERMS EXPIRE
THIS YEAR
In the event the directors, or their substitutes, whose term expires
in 1996 are considered for election at the Meeting, the Group proposes the
election of two (2) Class II directors to hold office until the 1999 Annual
Meeting of Stockholders, one (1) Class I director to hold office until the 1998
Annual Meeting of the Stockholders, and one (1) Class III director to hold
office until the 1997 Annual Meeting of the Stockholders. The following table
sets forth the name, age, business address, and ownership of Common Stock of
each nominee as of June 5, 1998. Such information has been furnished by the
respective nominees. All the nominees listed and described below have consented
to serve as a director, if elected. Each nominee disclaims any beneficial
interest in the stock of the Company held by any other nominee.
5
<PAGE>
<TABLE>
<CAPTION>
Nomination to Beneficial
Serve in Class with Ownership of
Name and Address Class Terms Expiring In Age MicroCap
---------------- ----- ----------------- --- --------
<S> <C> <C> <C> <C>
John Catsimatidis I 1998 47 0
823 11th Avenue
6th Floor
New York, NY 10019
Michael Acks II 1999 29 0
1800 Phoenix Boulevard
Suite 126
Atlanta, GA 30349
Marshall Geller II 1999 -- 0
1875 Century Park East
Suite 1770
Los Angeles, CA 90006
Dr. Jung Conzett* III 1997 48 225,000
Verena Conzett - Street 7
Postfach 9628
Zurich, Switzerland CH-8036
</TABLE>
- -------------------------
* Standing for election by the holders of Series A Convertible Preferred Stock
("Preferred Stock").
OTHER MATTERS
The Group is not aware of any matters, other than those discussed
herein, to be considered at the Meeting. However, if any other matters come
before the Meeting or any adjournment(s), postponement(s) or rescheduling(s)
thereof the persons named as proxy on the WHITE cards, or their substitute, will
vote in their discretion all shares of Common Stock and/or Series A Convertible
Preferred Stock (as applicable) covered by the WHITE proxy cards with respect to
such matters unless such discretionary authority has been specifically withheld.
VOTING
The accompanying WHITE proxy cards will be voted in accordance with
your instructions on such cards. You may vote for or vote against, or abstain
from voting on, each of Items 1-4 described above by marking the proper box on
the WHITE proxy card. We urge you to VOTE AGAINST ITEM 1 and FOR ITEMS 2-4.
Unless otherwise directed, the WHITE proxy cards will be voted AGAINST Item 1
FOR Items 2-4 and will be voted in the discretion of the proxy named on the
WHITE cards, or their substitute, on such other matters that may come before the
Meeting or any adjournment(s), postponement(s) or rescheduling(s) thereof.
6
<PAGE>
PROXY PROCEDURES
IN ORDER FOR YOUR VIEWS TO BE REPRESENTED AT THE SPECIAL MEETING,
PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED WHITE PROXY CARDs AND RETURN IT
TO THE GROUP, C/O Geller & Friend Capital Partners, Inc. The accompanying WHITE
proxy cards will be voted at the Special Meeting in accordance with your
instructions on such card. You may vote for or vote against, or abstain from
voting on, each of Items 1-4 described above by marking the proper box on the
WHITE proxy cards. We urge you to VOTE AGAINST ITEM 1 and FOR ITEMS 2-4.
Unless otherwise directed, the WHITE proxy cards will be voted AGAINST
Item 1 FOR Items 2-4 and will be voted in the discretion of the proxy named on
the WHITE cards, or their substitute, on such other matters that may come before
the Meeting or any adjournment(s), postponement(s) or rescheduling(s) thereof.
Any proxy may be revoked at any time prior to the time a vote is taken
by delivering to the secretary of The MicroCap Fund, Inc. a notice of revocation
bearing a later date, by a duly executed proxy bearing a later date or by
attending the Meeting and voting in person.
Only holders of record as of the close of business on the Record Date
will be entitled to vote. If you were a stockholder of record on the Record
Date, you will retain your voting rights for the Meeting even if you sell such
Shares after the Record Date. Accordingly, it is important that you vote the
Shares held by you on the Record Date, or grant a proxy to vote Shares on the
WHITE proxy cards, even if you sell such Shares after the Record Date.
If any of your Shares are held in the name of a brokerage firm, bank,
bank nominee or other institution on the Record Date, only it can vote such
Shares and only upon receipt of your specific instructions. Accordingly, please
contact the person responsible for your account and instruct that person to
execute on your behalf the WHITE proxy cards.
<PAGE>
SOLICITATION OF PROXIES
Solicitation of proxies may be made by the individual members of the
Group, directors, officers, investor relations personnel and other employees of
the Group, none of whom will receive additional compensation. Proxies may be
solicited by mail, courier service, advertisement, telephone or telecopier and
in person. Certain information about the individual members of the Group, who
may also assist in soliciting proxies, is set forth in the attached Schedule I.
The cost of this solicitation will be borne by the Group. Costs
related to the solicitation of proxies include expenditures for attorneys,
accountants, public relations or financial advisors, solicitors, advertising,
printing, transportation, litigation and related expenses. The Group remains
willing and able to pay the costs associated with the stockholders' request for
a special meeting in compliance with Section 2-502(b)(3) of the Maryland General
Corporation Law. The Group believes the costs will be nominal.
<PAGE>
IMPORTANT
1. If your Shares are held in your own name, please mark, date and mail
the enclosed WHITE proxy cards to the Group, c/o Geller & Friend Capital
Partners, Inc., in the postage-paid envelope provided.
2. If your Shares are held in the name of a brokerage firm, bank nominee
or other institution, only it can vote such Shares and only upon receipt of your
specific instructions. Accordingly, you should contact the person responsible
for your account and give instructions for the WHITE proxy cards to be signed
representing your Shares.
3. If you already submitted a proxy to The MicroCap Fund, Inc. for the
Meeting, you may change your vote by marking, signing, dating and returning the
enclosed WHITE proxy cards for the Meeting, which must be dated AFTER any proxy
you may have submitted to The MicroCap Fund, Inc. ONLY YOUR LATEST DATED PROXY
FOR THE MEETING will count at such meeting.
If you have any questions or require any assistance, please call
Marshall Geller at the following number:
Geller & Friend Capital Partners, Inc.
1875 Century Park East, Suite 1770
Los Angeles, California 90006
(310) 553-0177
<PAGE>
SCHEDULE I
Marshall Geller is an individual whose business address is 1875
Century Park East, Suite 1770, Los Angeles, California 90067 and who is engaged
in business as Chairman of Geller & Friend Capital Partners, Inc.
Robert M. Pergament is an individual whose business address is 707
Westchester Avenue, White Plains, New York 10604 and who is a professional
investor. Pergament beneficially owns 23,000 shares of Common Stock,
representing approximately 1.0% of the outstanding shares.
Gerald B. Cramer is an individual whose business address is 707
Westchester Avenue, White Plains, New York 10604 and who is principally engaged
in the investment advisory business as Chairman of Cramer Rosenthal McGlynn,
Inc. Cramer beneficially owns 66,000 shares of Common Stock, representing
approximately 3.1% of the outstanding shares.
Edward J. Rosenthal is an individual whose business address is 707
Westchester Avenue, White Plains, New York 10604 and who is principally engaged
in the investment advisory business as Vice Chairman of Cramer Rosenthal
McGlynn, Inc. Rosenthal beneficially owns 12,000 shares of Common Stock,
representing approximately 0.56% of the outstanding shares.
Robert L. Priddy is an individual whose business address is 1800
Phoenix Boulevard, Suite 126, Atlanta Georgia 30349 who is principally engaged
in the commercial airline industry as an executive of ValuJet Airlines, Inc.
Priddy beneficially owns 150,000 shares of Common Stock (including 17,500 common
stock issuable upon conversion of preferred stock) representing approximately
7.0% of the outstanding shares.
Michael S. Falk is an individual whose business address is 733 Third
Avenue, 24th Floor, New York, New York 10017 and who is principally engaged in
business as Chairman and Chief Executive Officer of Commonwealth Associates.
Falk beneficially owns 30,625 shares of Common Stock (including 7,125 Common
Stock issuable upon conversion of preferred stock) representing approximately
0.57% of the outstanding shares.
<PAGE>
FOR USE BY HOLDERS OF COMMON STOCK
- -----------------------------------
THE MICROCAP FUND, INC.
MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY
Geller & Friend Capital Partners, Inc.
Marshall Geller
Robert M. Pergament
Gerald B. Cramer
The Ingleside Company
Robert L. Priddy
Edward J. Rosenthal
Goodness Gardens Inc.
Cramer Rosenthal McGlynn, Inc.
Commonwealth Associates
Michael S. Falk
The undersigned is the record holder of Common Stock ("Common Stock"),
par value $.01 per share (the "Shares"), of The MicroCap Fund, Inc. and hereby
appoints Marshall Geller, with full power of substitution, for and in the name
of the undersigned, to represent and to vote, as designated below, all Shares
that the undersigned is entitled to vote if personally present at the Meeting of
Stockholders of The MicroCap Fund, Inc., and at any adjournment(s),
postponement(s) or rescheduling(s) thereof. The undersigned hereby revokes any
previous proxies with respect to the matters covered by this Proxy.
This Proxy, when property executed, will be voted in the matter marked
herein by the undersigned stockholder. Unless otherwise directed, this Proxy
will be voted AGAINST Item 1 and FOR Items 2-4 and will be voted in the
discretion of the proxy (Marshall Geller, or his substitute) on such other
matters that may come before the Meeting or any adjournment(s), postponement(s)
or rescheduling(s) thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE POSTAGE-PAID
ENVELOPE ENCLOSED.
[x] PLEASE MARK YOUR VOTE AS IN THIS EXAMPLE.
THE GROUP RECOMMENDS A VOTE AGAINST ITEM 1 AND FOR ITEMS 2 AND 3.
ITEM 1. Board's Plan of Liquidation FOR [ ] AGAINST [ ] ABSTAIN [ ]
ITEM 2. Removal of All Current FOR [ ] AGAINST [ ] ABSTAIN [ ]
Directors of the Company
<PAGE>
ITEM 3. Election of Marshall Geller and Michael Acks to serve as Class II
directors until the 1999 Annual Meeting and Leonard Schiller and John
Catsimatidis to serve as Class I directors until the 1998 Annual
Meeting.
FOR ALL NOMINEES [ ] WITHHOLD AUTHORITY
(except for those which have FOR ALL NOMINEES [ ]
been crossed out as provided below)
(Instruction: To withhold authority to vote for one or more nominees,
mark FOR above and line through or otherwise strike out
the name of any nominee which you wish to withhold
authority to vote for.)
ITEM 4. Election of Marshall Geller and Michael Acks to serve as Class II
directors until the 1999 Annual Meeting, and John Catsimatidis to
serve as a Class I director until the 1998 Annual Meeting.
FOR ALL NOMINEES [ ] WITHHOLD AUTHORITY
(except for those which have FOR ALL NOMINEES [ ]
been crossed out as provided below)
(Instruction: To withhold authority to vote for one or more nominees,
mark FOR above and line through or otherwise strike out
the name of any nominee which you wish to withhold
authority to vote for.)
IMPORTANT:
To WITHHOLD granting the proxy, or his substitute, discretionary
--------
authority to vote upon such other matters as may come before the
Meeting, write "I Withhold Discretionary Authority" on the following
line:
----------------------------------------------------------------
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When shares are held by joint tenants, both should sign. When signing
as attorney-in-fact, executor, administrator, trustee, guardian,
corporate officer or partner, please give full title as such. If a
corporation, please sign in corporate name by President or other
authorized officer. If a partnership, please sign a partnership name
by authorized person.
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Signature(s) of Stockholder(s) Date
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Title, if any
<PAGE>
FOR USE BY HOLDERS OF SERIES A CONVERTIBLE PREFERRED STOCK
- -----------------------------------------------------------
THE MICROCAP FUND, INC.
MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY
Geller & Friend Capital Partners, Inc.
Marshall Geller
Robert M. Pergament
Gerald B. Cramer
The Ingleside Company
Robert L. Priddy
Edward J. Rosenthal
Goodness Gardens Inc.
Cramer Rosenthal McGlynn, Inc.
Commonwealth Associates
Michael S. Falk
The undersigned is the record holder of Common Stock ("Common Stock"),
par value $.01 per share and/or the Series A Convertible Preferred Stock
("Preferred Stock") (collectively, the "Shares"), of The MicroCap Fund, Inc. and
hereby appoints Marshall Geller, with full power of substitution, for and in the
name of the undersigned, to represent and to vote, as designated below, all
Shares that the undersigned is entitled to vote if personally present at the
Meeting of Stockholders of The MicroCap Fund, Inc., and at any adjournment(s),
postponement(s) or rescheduling(s) thereof. The undersigned hereby revokes any
previous proxies with respect to the matters covered by this Proxy.
This Proxy, when property executed, will be voted in the matter marked
herein by the undersigned stockholder. Unless otherwise directed, this Proxy
will be voted AGAINST Item 1, and FOR Items 2-4 and will be voted in the
discretion of the proxy (Marshall Geller, or his substitute) on such other
matters that may come before the Meeting or any adjournment(s), postponement(s)
or rescheduling(s) thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE POSTAGE-PAID
ENVELOPE ENCLOSED.
[x] PLEASE MARK YOUR VOTE AS IN THIS EXAMPLE.
THE GROUP RECOMMENDS A VOTE AGAINST ITEM 1 AND FOR ITEMS 2 AND 3.
ITEM 1. Board's Plan of Liquidation FOR [ ] AGAINST [ ] ABSTAIN [ ]
ITEM 2. Removal of all Current FOR [ ] AGAINST [ ] ABSTAIN [ ]
Directors of the Company
<PAGE>
ITEM 3. A. Election of Marshall Geller and Michael Acks to serve as Class
II directors until the 1999 Annual Meeting, and Leonard Schiller
and John Catsimatidis to serve as Class I directors until the 1998
Annual Meeting, by the PREFERRED AND COMMON STOCKHOLDERS VOTING
TOGETHER AS A CLASS.
B. Election of Dr. Jung Conzett to serve as Class III director until
the 1997 Annual Meeting by the PREFERRED STOCKHOLDERS VOTING
SEPARATELY AS A CLASS.
FOR ALL NOMINEES [ ] WITHHOLD AUTHORITY
(except for those which have FOR ALL NOMINEES [ ]
been crossed out as provided below)
(Instruction: To withhold authority to vote for one or more nominees, mark FOR
above and line through or otherwise strike out the name of any
nominee which you wish to withhold authority to vote for.)
ITEM 4. A. Election of Marshall Geller and Michael Acks to serve as Class II
directors until the 1999 Annual Meeting, and John Catsimatidis to
serve as Class I director until the 1998 Annual Meeting, by the
PREFERRED AND COMMON STOCKHOLDERS VOTING TOGETHER AS A CLASS.
B. Election of Dr. Jung Conzett to serve as Class III director until
the 1997 Annual Meeting by the PREFERRED STOCKHOLDERS VOTING
SEPARATELY AS A CLASS.
FOR ALL NOMINEES [ ] WITHHOLD AUTHORITY
(except for those which have FOR ALL NOMINEES [ ]
been crossed out as provided below)
(Instruction: To withhold authority to vote for one or more nominees, mark FOR
above and line through or otherwise strike out the name of any
nominee which you wish to withhold authority to vote for.)
IMPORTANT:
To WITHHOLD granting the proxy, or his substitute, discretionary
--------
authority to vote upon such other matters as may come before the
Meeting, write "I Withhold Discretionary Authority" on the following
line:
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<PAGE>
When shares are held by joint tenants, both should sign. When signing
as attorney-in-fact, executor, administrator, trustee, guardian,
corporate officer or partner, please give full title as such. If a
corporation, please sign in corporate name by President or other
authorized officer. If a partnership, please sign a partnership name
by authorized person.
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Signature(s) of Stockholder(s) Date
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