VENTURE LENDING & LEASING, INC.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 19, 1997
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To the Shareholders of Venture Lending & Leasing, Inc.:
An Annual Meeting of the Shareholders of Venture Lending & Leasing,
Inc. ("Fund") will be held at 9:00 A.M., Pacific time, on November 19, 1997, at
the offices of Westech Investment Advisors, Inc., 2010 North First Street, Suite
310, San Jose, CA 95131, to consider and vote on the following matters:
1) Electing the eight members of the Board of Directors of the Fund; and
2) Ratifying the selection of Arthur Andersen LLP as the Fund's
independent auditors.
Each shareholder who owned Fund shares on the close of business on
September 23, 1997 is entitled to vote at this meeting. Shareholders may attend
and vote at the meeting in person, or may complete, date and sign the enclosed
proxy card and return it in the postpaid envelope provided. A shareholder who
executes a proxy card may nevertheless attend the meeting and vote in person.
By order of the Board of Directors
RONALD W. SWENSON
Chairman of the Board
September 29, 1997
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN
Please complete the enclosed proxy card, date and sign it,
and return it in the envelope provided.
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VENTURE LENDING & LEASING, INC.
2010 North First Street, Suite 310
San Jose, CA 95131
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PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 19, 1997
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Introduction
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The Board of Directors of Venture Lending & Leasing, Inc. ("Fund") has
issued this proxy statement to solicit proxies for use at the Annual Meeting of
the Shareholders of Venture Lending & Leasing, Inc. ("Fund"), to be held at 9:00
A.M., Pacific time, on November 19, 1997, at the offices of Westech Investment
Advisors, Inc., 2010 North First Street, Suite 310, San Jose, CA 95131, and at
any adjournments thereof (collectively, the "Meeting"). This Proxy Statement,
together with a Notice of Annual Meeting and Proxy Card, will be first mailed on
or about September 29, 1997.
On September 23, 1997, the record date for the Meeting ("Record Date"),
there were 48,318.58 shares of Common Stock, $.001 par value ("Shares"),
outstanding and entitled to vote. Each full Share is entitled to one vote, and
each fractional Share is entitled to the identical fraction of one vote.
For a shareholder's Shares to be represented at the Meeting, the
shareholder must allow sufficient time for the proxy to be received by November
18, 1997. Shareholders may attend and vote at the meeting in person, or may
complete, date and sign the enclosed proxy card and return it in the postpaid
envelope provided. A shareholder may revoke a proxy at any time before it is
exercised by notifying the Secretary of the Fund in writing at the above
address, or by attending the meeting and voting in person.
If the enclosed proxy is properly executed and returned in time to be
voted at the Meeting, the Shares represented thereby will be voted in accordance
with the instructions marked thereon. Unless a shareholder marks a proxy with
contrary instructions, a proxy will be voted "for" the matters listed in the
accompanying Notice of Annual Meeting of Shareholders and "for" any other
matters deemed appropriate. If a proxy is properly executed and returned
accompanied by instructions to withhold authority to vote or is marked with an
abstention (collectively "abstentions"), the Shares represented thereby will be
considered to be present at the Meeting for the purpose of determining the
existence of a quorum for the transaction of business. Abstentions will not
constitute a vote "for" or "against" a matter and will be disregarded in
determining the "votes cast" on an issue. Therefore, with respect to both
Proposals 1 and 2, abstentions will be disregarded and will have no effect on
the approval of the Proposals.
1
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A majority of the Shares must be present in person or by proxy to
constitute a quorum to transact business at the Meeting. If a quorum is not
present at the Meeting, or if a quorum is present but sufficient votes to
approve one or more of the Proposals are not received, the persons named as
proxies may propose one or more adjournments to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a majority of
the Shares represented at the Meeting in person or by proxy. The persons named
as proxies will vote those proxies which they are required to vote "for" any
such Proposal in favor of such adjournment, and will vote those proxies which
they are required to vote "against" any such Proposal against such adjournment.
A shareholder vote may be taken on one or more of the Proposals in this proxy
statement prior to such adjournment if sufficient votes have been received.
Proposal 1 requires for approval a plurality of all votes cast by the
Fund's shareholders at a meeting at which a quorum is present, and Proposal 2
requires for approval a majority of all votes cast by the Fund's shareholders at
a meeting at which a quorum is present.
Annex A to this Proxy Statement sets forth information about those
shareholders and "groups" of shareholders (as that term is used in Section 13(d)
of the Securities Exchange Act of 1934 ("Exchange Act")), who beneficially owned
more than 5% of the outstanding Shares as of the Record Date, and about the
Share ownership of the Board of Directors and executive officers of the Fund.
Proxy solicitation will be made primarily by mail, but proxy
solicitations also may be made by telephone calls or personal meetings conducted
by officers and employees of the Fund, Westech Investment Advisors, Inc.
("Westech Investment Advisors") and Siguler Guff Advisers, L.L.C. ("Siguler Guff
Advisers"). The costs of the proxy solicitation and the preparation of this
proxy statement will be borne by the Fund.
The Fund's Annual Report for its fiscal year ended June 30, 1997
has previously been mailed to the Fund's shareholders.
Proposal 1
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TO ELECT EIGHT DIRECTORS OF THE FUND
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The nominees for election as directors of the Fund are listed below.
All the nominees have consented to serve as directors if elected. If elected,
each nominee will serve until the next annual meeting of shareholders or until
his successor is elected and shall have qualified. Unless a shareholder gives
contrary instructions on the proxy card, Shares voted by proxy will be voted in
favor of the election of these nominees. If any of the nominees should withdraw
or otherwise become unavailable for election, Shares represented by proxy will
be voted in favor of such other nominee whom management recommends.
2
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These nominees, if elected, will constitute the entire Board of
Directors. To be elected, each nominee must receive the favorable vote of a
plurality of the Shares represented at the Meeting in person or by proxy. Listed
below is the name, age, year of election and principal occupation during the
past five years of each nominee. Nominees who are "interested persons" are
indicated by an asterisk.
Name and Position Age Director Occupation During Past Five Years
With Fund Since
John F. Cogan, 50 1995 Senior Fellow, The Hoover Institution, Stanford
Director University, since 1983; Professor, Public
Policy, Stanford University (by courtesy).
J.Michael Egan 44 1995 President, Chief Executive Officer, Bluebird
Development, L.L.C. Since 1996; Partner,
Sanderling Ventures (venture capital firm) 1992
-1996; prior position as Chief Executive
Officer, board member and senior management in
several medical device companies.
Salvador Gutierrez 54 1995 Senior Vice President, Westech Investment
Director, President Advisors since 1994, and Senior Vice President,
and Chief Financial Western Technology Investment since 1987.
Officer*
Scott C. Malpass, 35 1994 Associate Vice President for Finance and Chief
Director Investment Officer, and other positions, with
University of Notre Dame since 1988. Concurrent
appointment as an Assistant Professor of
Finance and Business Economics to the
University's College of Business
Administration.
Roger V. Smith, 55 1994 Founder and President, Smith Venture Group
Director (advisory services for venture capital
companies) since 1994. Various positions with
Silicon Valley Bank, including President and
Vice Chairman, from 1983 to 1994.
Arthur Spinner, 47 1996 Managing Partner,Hambro-Spinner Asset
Director Management since 1993; General partner of
Hambro International Equity Partners since
1981; Director, Tylon General (semiconductors)
since 1989.
Ronald W. Swenson, 52 1994 President and Director, Westech Investment
Director,Chairman Advisors since 1994, and President and
and Chief Executive Director, Western Technology since 1980.
Officer*
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* "Interested person" (as defined in the 1940 Act) of the Fund.
3
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Name and Position Age Director Occupation During Past Five Years
With Fund Since
George Von Gehr, 56 1994 President, Von Gehr International
Director (advisory services for venture capital
companies) since 1990.
The Independent Directors of the Fund constitute its Audit Committee.
The Audit Committee reviews the scope and results of the Fund's annual audit
with the Fund's independent auditors and recommends the engagement of auditors.
During the fiscal year ended June 30, 1997, the Board met four times and the
Audit Committee met once. Messrs. Cogan, Egan, Malpass and Spinner attended two
of the four board meetings, and all other directors attended at least 75% of the
Board meetings held during the last fiscal year.
The Fund's Independent Directors each receive an annual fee from the
Fund of $5,000. Such directors also are reimbursed by the Fund for their
expenses in attending meetings of the Board of Directors or any committee
thereof and receive a fee for attendance in person at any meeting at a per diem
rate of $500. The Fund's directors who are "interested persons" of the Fund, as
defined in the 1940 Act, receive no compensation from the Fund for their
services as directors, other than reimbursement of their expenses in attending
meetings. The Independent Directors received the following amounts of
compensation during the year ended June 30, 1997: Mr. Cogan -- $5,500; Mr. Egan
- -- $6,000; Mr. Malpass (paid by his direction to the University of Notre Dame)
- -- $5,000; Mr. Smith -- $6,000; Mr. Spinner -- $5,000; and Mr. Von Gehr --
$5,500.
Proposal 1 requires for approval a plurality of all votes cast by the
Fund's shareholders at a meeting at which a quorum is present
Proposal 2
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TO RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP AS THE FUND'S
INDEPENDENT AUDITORS
Arthur Andersen LLP, Suite 3500, Spear Street Tower, One Market, San
Francisco, CA 94105, has served as the Fund's independent auditors since its
inception and has been selected to serve in this capacity for the Fund's current
fiscal year by the Independent Directors. Arthur Andersen LLP has informed the
Fund that it has no direct or indirect financial interest in the Fund, Westech
Investment Advisors or Siguler Guff Advisors or any of their affiliates. It is
not expected that a representative of Arthur Andersen LLP will be available at
the Meeting, but a representative would have an opportunity to make a statement
if he chose to attend.
Proposal 2 requires for approval the affirmative vote of a majority of
the votes cast by the Fund's shareholders at a meeting at which a quorum is
present.
4
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THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF ARTHUR
ANDERSEN LLP AS THE FUND'S INDEPENDENT AUDITORS.
Other Information
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Managers: The Fund is a party to a Management Agreement, dated as of
December 22, 1995 ("Management Agreement") between the Fund on the one hand, and
Westech Investment Advisors and Siguler Guff Advisers on the other hand. The
Management Agreement was last approved by the Fund's Board of Directors at a
meeting held on October 3, 1997, and by the Fund's shareholders at a meeting
held on September 26, 1995. During the Fund's fiscal year ending June 30, 1997,
the Fund paid aggregate investment management fees totaling $1,438,118 to
Westech Investment Advisors and Siguler Guff Advisers pursuant to the terms of
the Management Agreement.
Westech Investment Advisors, the Investment Manager, is a corporation
that is a registered investment adviser under the Investment Advisers Act of
1940 ("Advisers Act"). Messrs. Swenson and Gutierrez, the sole executive
officers of Westech Investment Advisors, each own 50% of its voting securities.
Westech Investment Advisor's principal business address, and the principal
business address of Messrs. Swenson and Gutierrez, is 2010 North First Street,
Suite 310, San Jose, CA 95131.
Siguler Guff Advisers, the Fund Manager, is a limited liability company
that is a registered investment adviser under the Advisers Act. 100% of the
voting securities of Siguler Guff Advisers are beneficially owned, through
holding companies, as follows: 45% by George W. Siguler, 45% by Drew J. Guff and
10% by Donald P. Spencer. A portion of the holdings of Messrs. Siguler, Guff and
Spencer listed above are held in trust for their minor children. The principal
business address of Siguler Guff Advisers, and the principal business address of
Messrs. Siguler, Guff and Spencer, is Rockefeller Center, 630 Fifth Avenue, 16th
Floor, New York, NY 10111.
Executive Officers of the Fund; Advisory Director. The following are
the executive officers of the Fund other than Messrs. Swenson and Gutierrez. All
have been executive officers of the Fund since its inception.
5
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Name and Position Age Principal Occupation and Business History
With Fund
George W. Siguler, 50 Managing Director, Siguler Guff Advisers and
Executive Vice President affiliates since 1995; Managing Director of Mitchell
and Advisory Director Hutchins Institutional Investors from 1991 to 1995;
c/o Siguler Guff Advisers Director and President of Associated Capital Advisers
Rockefeller Center Inc.(investment management firm) from 1990 through
630 Fifth Avenue, 16th Fl. 1991 and Vice Chairman and a director of Monarch
New York, NY 10111 Capital Corporation (financial services holding
company) from 1984 through 1991; Director, Novacare
Inc.
Patricia Breshears, 61 Vice President, Westech Investment Advisors since
Vice President and 1994; Administrator and Corporate Secretary, Western
Assistant Secretary Technology Investments since 1984.
c/o Western Technology
Investments
2010 North First Street,
Suite 310, San Jose,
CA 95131
Donald P. Spencer, 42 Managing Director, Siguler Guff Advisers and
Vice President and affiliates since 1995; Senior Vice President (and
Assistant Secretary other positions), Mitchell Hutchins Institutional
c/o Siguler Guff Advisers Investors and affiliates from 1989 to 1995.
Rockefeller Center
630 Fifth Avenue, 16th Fl.
New York, NY 10111
The Fund's By-Laws provide that the Board of Directors may appoint one
or more Advisory Directors of the Fund. An Advisory Director attends all
meetings of the Board of Directors and provides advice and assistance to the
Directors as requested. An Advisory Director does not, however, vote on any
matters to be acted upon by the Board of Directors. George W. Siguler is the
sole Advisory Director of the Fund.
Annual Reports: The Fund will furnish, without charge, copies of its
Annual Report, and subsequent quarterly reports, upon request to the Fund at
2010 North First Street, Suite 310, San Jose, CA 95131.
Submission of Shareholder Proposals: Shareholders wishing to submit
proposals for inclusion in a proxy statement for a subsequent shareholders'
meeting should send their written proposals to the Secretary of the Fund, at
2010 North First Street, Suite 310, San Jose, CA 95131.
6
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To be included in the proxy for the next Annual Meeting of Shareholders,
proposals should be received prior to July 31, 1998.
Other Matters to Come Before the Meeting: The Fund does not intend to
present any other business at the Meeting, nor is it aware of any shareholder
that intends to do so. If, however, any other matters are properly brought
before the Meeting, the persons named in the accompanying proxy will vote
thereon in accordance with their judgment.
September 29, 1997
7
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ANNEX A
Beneficial Ownership of Fund Shares
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Beneficial Owners of More Than 5% of the Fund's Shares as of the Record Date
====================================== ========================================
Name and Address of Shareholder* Number and Percentage of Shares
Beneficially Owned
====================================== ========================================
Carpenter Company Profit Sharing Plan 2,591.095; 5.36%
====================================== ========================================
Orix USA 3,627.532; 7.5%
====================================== =========================================
Northern Trust, as Custodian 5,182.189; 10.72%
for San Antonio Fire and
Police Pension Plan
====================================== =========================================
University of Notre Dame 5,182.189; 10.72%
====================================== =========================================
University of Richmond 5,182,189; 10.72%
====================================== ========================================
MBTA Retirement Fund 3,109.314; 6.43%
====================================== =========================================
Constellation Investment 4,728.116; 9.79%
====================================== =========================================
Leland Stanford University 10,364.379; 21.45%
====================================== =========================================
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* Each of the shareholders listed in this Annex may be contacted c/o Westech
Investment Advisors, Inc., 2010 North First Street, Suite 310, San Jose, CA
95131.
Beneficial Ownership of Fund Shares by Fund Directors and Executive Officers on
- --------------------------------------------------------------------------------
September 29, 1997
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No director or executive officer of the Fund owns in excess of 1% of
the Shares outstanding. Westech Investment Advisors, all the stock of which is
owned by Messrs. Ronald W. Swenson and Salvador O. Gutierrez, directors of the
Fund, owned 51.821 Shares . Mr. Roger Smith, a director of the Fund, owned
51.821 Shares through a retirement account and 103.644 Shares personally. Mr.
Michael Egan, a director of the Fund, owned 103.64 Shares. Mr. George W.
Siguler, an executive officer and Advisory Director of the Fund, owned 155.464
Shares through a retirement account and 51.821 Shares jointly with his wife.
Trusts for the benefit of Mr. Siguler's minor children held 103.646 Shares in
the aggregate. Mr. Donald Spencer, an executive officer of the Fund, owned
10.363 Shares jointly with his wife.
8
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