If you plan to attend our meeting in person, please call Fran Garcia at
(212) 332-5106
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.
VENTURE LENDING & LEASING, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 11, 1998
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 11, 1998, 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 that owned Fund shares on the close of business on
October 3, 1998 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 that
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
October 7, 1998
<PAGE>
VENTURE LENDING & LEASING, INC.
2010 North First Street, Suite 310
San Jose, CA 95131
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 11, 1998
Introduction
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 11, 1998, 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 October 7, 1998.
On October 3, 1998, 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
9, 1998. 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
<PAGE>
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, 1998
has previously been mailed to the Fund's shareholders.
Proposal 1
TO ELECT EIGHT DIRECTORS OF THE FUND
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
<PAGE>
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 With Fund Age Director Occupation During Past Five Years
Since
John F. Cogan, Director 51 1995 Senior Fellow, The Hoover
Institution, Stanford University,
since 1983; Professor, Public
Policy, Stanford University (by
courtesy).
J. Michael Egan 45 1995 President, Chief Executive Officer,
Bluebird Development, L.L.C. since
1996; Partner, Sanderling Ventures
(venture capital firm) 1992-1996 ;
prior positions as Chief Executive
Officer, board member and senior
management in several medical
device companies.
Salvador O. Gutierrez, 55 1995 Senior Vice President, Westech
Director, President and Investment Advisors since 1994, and
Chief Financial Officero Senior Vice President, Western
Technology Investment since 1987.
Scott C. Malpass, Director 36 1994 Associate Vice President for
Finance and Chief 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, Director 56 1994 Founder and President,Smith Venture
Group(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, Director 48 1996 Managing Partner, Hambro-Spinner
Asset Management since 1993;General
partner of Hambro International
Equity Partners since 1981;
Director, Tylon General
(semiconductors) since 1989
Ronald W. Swenson, Director, 53 1994 President and Director, Westech
Chairman and Chief Executive Investment Advisors since 1994, and
Officer* President and Director, Western
Technology since 1980.
* "Interested persone" ( as defined in 1940 Act ) of the Fund.
3
<PAGE>
Name and Position With Fund Age Director Occupation During Past Five Years
Since
George Von Gehr, Director 57 1994 President, Von Gehr International
(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, 1998, the Board met five times and the
Audit Committee met once. Messrs. Egan and Spinner attended three of the five
board meetings, Mr. Malpass attended one, 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, 1998: Mr. Cogan -- $4,750; Mr. Egan
- -- $4,250; Mr. Malpass (paid by his direction to the University of Notre Dame)
- -- $4,250; Mr. Smith -- $4,750; Mr. Spinner -- $4,250; and Mr. Von Gehr --
$4,750.
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
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
<PAGE>
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
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. Further renewal of the Management Agreement will be
considered by the board at a meeting to be held in November 1998. During the
Fund's fiscal year ending June 30, 1998, the Fund paid aggregate investment
management fees totaling $2,307,014 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
<PAGE>
Name and Position With Fund Age Principal Occupation and Business History
George W. Siguler, Executive 51 Managing Director, Siguler Guff Advisers
Vice President and affiliates since 1995; Managing
and Advisory Director Director of Mitchell Hutchins
c/o Siguler Guff Advisers Institutional Investors from 1991 to1995;
Rockefeller Center Director and President of Associated
630 Fifth Avenue, 16th Floor Capital Advisers, Inc.(investment manage-
New York, NY 10111 ment firm) from 1990 through 1991 and
Vice Chairman and a director of Monarch
Capital Corporation (financial services
holding company) from 1984 through 1991;
Director, NovaCare Inc.
Patricia A. Breshears, Vice 62 Vice President, Westech Investment
President and Secretary Advisors since 1994;Administrator and
c/o Western Technology Corporate Secretary, Western Technology
Investments Investments since 1984.
2010 North First Street,
Suite 310, San Jose,
CA 95131
Donald P. Spencer, Vice 43 Managing Director, Siguler Guff Advisers
President and and affiliates since 1995; Senior Vice
Assistant Secretary President (and other positions),Mitchell
c/o Siguler Guff Advisers Hutchins Institutional Investors
Rockefeller Center and affiliates from 1989 to 1995.
630 Fifth Avenue, 16th Floor
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. To be included in the
proxy for the next Annual Meeting of Shareholders, proposals should be received
prior to July 31, 1999.
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
6
<PAGE>
other matters are properly brought before the Meeting, the persons named
in the accompanying proxy will vote thereon in accordance with their judgment.
October 7, 1998
7
<PAGE>
ANNEX A
Beneficial Ownership of Fund Shares
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; 7.51%
========================================== =====================================
Northern Trust, as Custodian for San Antonio 5,182.189; 10.72%
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%
========================================== =====================================
* 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 30, 1998
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.
- --------------------- ---------------------------------------------------------
Shareholder Name: Sample
Number of Shares: XXX.XX
- --------------------- ---------------------------------------------------------
PROXY
Venture Lending & Leasing, Inc.
Annual Meeting of Shareholders - November 11, 1998
The undersigned hereby appoints as proxies Salvador O. Gutierrez, George W.
Siguler and Ronald W. Swenson and each of them (with power of substitution) to
vote for the undersigned all shares of Common Stock, $0.001 par value ("Shares")
of the undersigned at the aforesaid meeting and any adjournment thereof with all
the power the undersigned would have if personally present. The Shares
represented by this proxy will be voted as instructed. Unless otherwise
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" all proposals. This proxy is solicited on behalf of the Board of Directors
of Venture Lending & Leasing, Inc.
Please sign and date this proxy and return it in the enclosed envelope
to Siguler Guff Advisers, L.L.C., Rockefeller Center, 630 Fifth Avenue, 16th
Floor, New York, NY 10111.
Please indicate your vote by an "X" in the appropriate box below. The
Board of Directors recommends a vote "FOR" each of the proposals below.
Election of John F. Cogan, J. Michael Egan, Salvador O. Gutierrez, Scott C.
Malpass, Roger V. Smith, FOR WITHHOLD Arthur Spinner, Ronald W. Swenson and
George Von Gehr as Directors of the Fund (strike out names of an individual
nominee to withhold authority to vote for that nominee)
FOR ______ WITHOLD ______
Ratification of the selection of Arthur Andersen LLP as the Fund's independent
auditors
FOR ______ AGAINST ______ ABSTAIN ______
Continued and to be signed on reverse side
f Shares are held jointly, each Shareholder named should sign. If only one
If Shares are held jointly, each Shareholder named should sign. If only one
signs, his or her signature will be binding. If the Shareholder is a
corporation, the President or Vice President should sign in his or her own name,
indicating title. If the Shareholder is a partnership, a partner should sign in
his or her own name, indicating that he or she is a "Partner." If the
Shareholder is a trust, an authorized officer of the Trustee should sign,
indicating title.
Please sign exactly as the Shares are registered (indicated below)
___________________________________________________________
(Signature of Shareholder; indicate name and title below if
applicable)
___________________________________________________________
(Signature of joint Shareholder, if any)
Dated ______________, 1998
