SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[X] Filed by the Registrant
Filed by a party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Renaissance Capital Growth & Income Fund III, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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
<PAGE>
Renaissance Capital Growth & Income Fund III, Inc.
8080 North Central Expressway, Suite 210, LB-59
Dallas, Texas 75206-1857
NOTICE OF 1999 ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 14, 1999
To the Shareholders of
Renaissance Capital Growth & Income Fund III, Inc.:
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Shareholders (the
"Annual Meeting") of Renaissance Capital Growth & Income Fund III, Inc.
(the "Fund"), a Texas corporation regulated as a Business Development Company
under the Investment Company Act of 1940, will be held at the Renaissance
Dallas Hotel, Dallas, Texas, on May 14, 1999, at 8:30 a.m., local time, for
the following purposes:
1. To elect two Directors of the Fund, to hold office for a term of
three years or until their successors are elected and qualified;
2. To ratify the appointment by the Fund's Board of Directors of KPMG
Peat Marwick LLP as the auditor for the Fund for the fiscal year ending
December 31, 1999; and
3. To transact any and all other business that may properly be presented
at the Annual Meeting or any adjournment(s).
A copy of the Fund's 1998 Annual Report to Shareholders is enclosed for
your review. Shareholders will have the opportunity to meet the principal
officers of selected Portfolio Companies and to hear their business reviews.
The close of business on March 29, 1999, has been fixed as the record date
for determining Shareholders entitled to notice of, and to vote at the Annual
Meeting or any adjournment. The enclosed proxy card is being solicited on
behalf of the Board of Directors.
You are cordially invited to attend the Annual Meeting. However, whether or
not you expect to attend the Annual Meeting in person, please mark, sign,
date and return the accompanying proxy card promptly in the enclosed, self-
addressed, stamped envelope so that your shares can be voted at the Annual
Meeting. Your proxy will be returned to you at the Annual Meeting if you so
request or otherwise in the manner provided for revocation of proxies described
on the initial pages of the enclosed proxy statement. Prompt response by our
Shareholders will reduce the time and expense of solicitation.
By Order of the Board of Directors
Renaissance Capital Growth & Income Fund III, Inc.
/S/
BARBE BUTSCHEK, Secretary
Dallas, Texas
April 5, 1999PAGE
<PAGE>
Renaissance Capital Growth & Income Fund III, Inc.
PROXY STATEMENT
For
THE 1999 ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 14, 1999
SOLICITATION OF PROXIES
This Proxy Statement is being furnished to the Shareholders of Renaissance
Capital Growth & Income Fund III, Inc.(the "Fund"), a Texas corporation
regulated as a Business Development Company under the Investment Company Act of
1940 (the "1940 Act"). The Fund's Board of Directors is soliciting proxies to
be voted at the 1999 Annual Meeting of Shareholders (the "Annual Meeting")
to be held on May 14, 1999, at the time and place and for the purposes set
forth in the accompanying Notice of 1999 Annual Meeting of Shareholders and
at any adjournment(s). This Proxy Statement is first being sent to
Shareholders on or about April 5, 1999.
The accompanying proxy card is designed to permit each Fund Shareholder to
vote for or against or to abstain from voting on the proposals described in
this Proxy Statement, and to authorize the persons serving as proxies to vote
in their discretion with respect to any other proposal properly presented at
the Annual Meeting. When a Shareholder's executed proxy card specifies a
choice with respect to a voting matter, the shares will be voted accordingly.
If no specifications are made, then the proxy will be voted by the persons
serving as proxies at the Annual Meeting FOR (i) the election of the nominee
Directors, and (ii) the ratification of the appointment of KPMG Peat Marwick
LLP as the auditor for the Fund for the current fiscal year.
The Board of Directors encourages the Shareholders to attend the Annual
Meeting personally. Executing and returning the accompanying proxy card will
not affect a Shareholder's right to attend the Annual Meeting and to vote in
person. Any Shareholder given a proxy has the right to revoke it at any time
before it is voted by giving written notice of revocation to Ms. Barbe
Butschek, Secretary, Renaissance Capital Growth & Income Fund III, Inc., 8080
North Central Expressway, Suite 210, LB-59, Dallas, Texas 75206-1857, by
executing and delivering a later-dated proxy, or by attending the Annual
Meeting and voting in person. No revocation notice or later-dated proxy,
however, will be effective until received by the Fund at or prior to the
Annual Meeting. Revocation will not affect a vote on any matters taken prior
to the receipt of the revocation. Mere attendance at the Annual Meeting will
not by itself revoke the proxy.
In addition to soliciting proxies by mail, officers and directors of the
Fund, and officers, directors and regular employees of Renaissance Capital
Group, Inc. ("Renaissance Group"), the investment advisor to the Fund, may
solicit the return of proxies by personal interview, mail, telephone and
facsimile. These persons will not receive additional compensation for their
services, 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 shares. The Fund will pay
all costs of solicitation.
The Fund's Annual Report to Shareholders for the year ended December 31, 1998
has been mailed to all Shareholders 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 Fund's principal offices are located at 8080 N. Central Expressway, Suite
210, LB-59, Dallas, Texas 75206-1857, and its telephone number is (214)
891-8294.
PURPOSES OF THE MEETING
At the Annual Meeting, Fund Shareholders will have the opportunity to meet
principal officers of selected Portfolio Companies and to hear their business
reviews. In addition, the Shareholders will consider and vote upon the
following matters:
1. The election of two Directors of the Fund, to hold office for a term
of three years or until their successors are elected and qualified;
<PAGE>
2. Ratification of the Board of Director's appointment of KPMG Peat
Marwick LLP as the auditor for the Fund for the fiscal year ending December
31, 1999; and
3. Such other and further business as may properly be presented at the
Annual Meeting or any adjournment(s).
RECORD DATE AND SHARE OWNERSHIP
The close of business on March 29, 1999, has been fixed as the record date
(the "Record Date") for determining Shareholders entitled to notice of and to
vote at the Annual Meeting and any adjournment. At the close of business on
the Record Date, the Fund had outstanding 4,142,942 shares of Common Stock and
approximately 1,181 record holders.
VOTING
Each share of Common Stock is entitled to one vote. The Common Stock is the
only class of securities of the Fund entitled to vote at the Annual Meeting.
A Shareholder is entitled to vote all shares of Common Stock held of record at
the close of business on the Record Date, in person or by proxy, at the
Annual Meeting. There are no cumulative voting rights. All votes will be
tabulated by the inspector of election appointed for the meeting, who will
separately tabulate affirmative and negative votes, abstentions and broker
non-votes.
A quorum for the Annual Meeting will consist of the presence, in person or by
proxy, of the holders of a majority of the shares outstanding and entitled to
vote as of the Record Date. Shares that are voted "FOR," "AGAINST," OR
"WITHHELD FROM" a matter are treated as being present at the meeting for
purposes of establishing a quorum and are also treated as shares "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 Fund 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 total
number of Votes Cast with respect to a proposal. In the absence of controlling
precedent to the contrary, the Fund intends to treat abstentions in this manner.
Accordingly, abstentions will have the same effect as a vote against a proposal.
Broker non-votes will be counted for purposes of determining the presence
or absence of a quorum for the transaction of business, but will not be
counted for purposes of determining the number of Votes Cast with respect to 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 of the proposals
set forth in the Notice of Meeting are not received by the date of the Annual
Meeting, the persons named as proxies may prepare and vote for one or more
adjournment(s) 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. Shares represented by proxies indicating a vote
against any such proposals will be voted against such adjournments.
PROPOSAL ONE
ELECTION OF DIRECTORS
Edward O. Boshell, Jr. and C.A. Rundell, Jr. have been nominated as Class Two
Directors to serve for terms of three years or until their respective
successors are elected and qualified.
Pursuant to the Fund's Articles of Incorporation and Bylaws, the Board of
Directors consists of five directors and is divided into three classes. Each
class serves for a three-year term. The term of office of the Class One
Director expires at the Annual Meeting of Shareholders to be held in 2001,
the term of office of the Class Two Directors expires at the Annual Meeting
to be held this year, and the term of office of the Class Three Directors
expires at the Annual Meeting of Shareholders to be held in 2000.
Because the Board is divided into classes, only those Directors in a single
class may be changed in any one year. Consequently, changing a majority of the
Board of Directors would require two years (although under Texas law, procedures
are available to remove Directors even if they are not then standing for re-
election and, under Securities and Exchange Commission regulations,
procedures are available for including appropriate shareholder proposals in the
annual proxy statement). Having a classified Board of Directors, which may be
regarded as an "anti-takeover" provision, may make it more difficult for
Shareholders to change the majority of Directors and thus have the effect of
maintaining the continuity of management.
<PAGE>
Class Two Director Nominees
C.A. Rundell, Jr., age 67, is Chairman of NCI Building Systems, Inc., Director
and a member of the Executive Committee of Tyler Corporation, Director of
Tandy Brands Accessories, Inc., Director of Dain Rauscher Wessels, Inc. and
the principal of Rundell Enterprises, a financial consultant and private
investor.
Edward O. Boshell, Jr., age 63, is the retired Chairman of the Board and CEO
of Columbia General Corporation and is a private investor. He has served as a
Class Two director since November, 1998.
The nominees receiving the vote of a plurality of the shares present in person
or by proxy and entitled to vote at the Annual Meeting will be elected as
Directors.
Continuing Directors
Class One Director - Term Expires at 2001 Annual Meeting
Peter Collins, age 53, has been a financial and management consultant to
closely-held businesses for the last ten years in the USA, the UK, and
Europe, in areas of finance, start-ups, joint ventures and mergers and
acquisitions. He has advised companies in every segment of industry
(including manufacturing, distribution, service, agriculture, construction
and multi-media) and in all stages of development (from start-up to bankruptcy).
Mr. Collins was educated in England, where he received a B.Sc. in Civil
Engineering from Liverpool University and an M.Sc. in Business Administration
from The City University, London.
Class Three Directors - Terms Expire at 2002 Annual Meeting
Russell Cleveland, age 60, is the President, Chief Executive Officer, the sole
Director and the majority shareholder of Renaissance Group. He is also
President, Chief Executive Officer and a Director of the Fund. He is a
Chartered Financial Analyst with over 30 years experience as a specialist in
investments in smaller capitalization companies. Mr. Cleveland served as a
director of Greiner Engineering, Inc., 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 Biopharmaceutics, Inc., Danzer Corporation (formerly known as
Global Environmental, Inc.), and Tutogen Medical, Inc.
Ernest C. Hill, age 59, 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 the 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.
Information Concerning Officers and Directors
Certain information concerning the Fund's Directors, nominees for Directors,
and all Directors and Officers of the Fund is set forth below:
<PAGE>
<TABLE>
<S> <S> <S> <S> <S> <S>
Number of
Shares
Beneficially
Owned Directly
Name and Fund Term as or Indirectly as Percent
Positions and Director Director of the of
Offices Age Since Expires Record Date Class
- ------------- --- -------- -------- ---------------- -------
<C> <C> <C> <C> <C>
*Russell Cleveland, 60 1994 2000
President, Chief (Class Three) 145,724 (1) 3.51%
Executive Officer
and Director
Peter Collins, 53 1994 2001 0 -
Director (Class One)
Ernest C. Hill, 59 1994 2000 0 -
Director (Class Three)
Thomas W. Pauken, 54 1994 1999 500 0.01
Director (Class Two)
Edward O. Boshell, 63 1998 1999 28,553 0.68
Jr., Director (Class Two)
C.A. Rundell, Jr., 67 - - 0 -
Director Nominee (Class Two)
All directors and - - 182,412 4.40
officers of the
Fund as a group
(8 persons)
________________________
<FN>
* "Interested person" as defined by 1940 Act.
(1) Includes 14,276 shares owned by the Cleveland Family Limited Partnership
and 131,448 shares owned by Renaissance Investment Limited Partnership.
</FN>
</TABLE>
Mr. Rundell and Mr. Hill serve as directors or independent general partners of
one or more other investment funds sponsored by Renaissance Group. Mr.
Cleveland is the President, Chief Executive Officer, the sole Director and the
majority shareholder of Renaissance Group, which serves as the managing general
partner or manager of two other publicly-traded investment funds sponsored by
it. Mr. Pauken serves as liquidation trustee of an investment fund sponsored
by the Renaissance Group.
Committees and Meetings
The Fund does not have standing audit, nominating or compensation committees
of the Board of Directors. The Fund held 15 Board of Directors meetings in
1998, and each Director attended at least 75% of these meetings.
Director Compensation
Directors who are not employees of either the Fund or Renaissance Group
receive a monthly fee of $1,000, plus $500 and out of pocket expenses for each
meeting held. The Fund does not pay any fees to, or reimburse expenses of, its
Directors who are considered "interested persons" of the Fund. The aggregate
compensation for the period from January 1, 1998, to December 31, 1998 that
the Fund paid each Director, and the aggregate compensation paid to each
Director for the most recently completed fiscal year by other funds to which
Renaissance Group provides investment advisory services (collectively, the
"Renaissance Fund Complex") is set forth below:
<PAGE>
<TABLE>
<S> <S> <S> <S> <S>
Pension or Total
Retirement Compensation
Aggregate Benefits Accrued Estimated from Fund and
Compensation as Part of Fund Annual Benefits Renaissance
Name of Director from Fund Expenses upon Retirement Fund Complex
- ---------------- ------------ ---------------- --------------- -------------
<C> <C>
Russell Cleveland $ 0 $ 0 $ 0 $ 0
(1)
Peter Collins 19,500 0 0 22,500
Ernest C. Hill 19,500 0 0 76,355
Thomas W. Pauken 19,500 0 0 52,355
Richard Snyder (2) 5,500 0 0 5,500
________________________
<FN>
(1) Renaissance Group earned $812,055.72 in investment advisory fees from the
Fund in 1998. See "Information about the Fund's Principal Officers and
Investment Advisor."
(2) Resigned May, 1998.
</FN>
</TABLE>
Executive Compensation and Options
Officers of the Fund receive no compensation from the Fund. The Fund has
never issued options or warrants to officers or directors of the Fund.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF AUDITOR
The Board of Directors has selected KPMG Peat Marwick LLP, independent public
accountants, to audit the Fund for the fiscal year ending December 31, 1999.
Their selection was approved by the vote of a majority of the Board of
Directors, including a majority of the Directors who are not "interested
persons" of the Fund, as defined in the 1940 Act. KPMG Peat Marwick LLP has
performed audit services for the Fund since its inception. A representative of
KPMG Peat Marwick LLP is expected to attend the Annual Meeting. The KPMG
Peat Marwick LLP representative will respond to appropriate questions from
the Shareholders and will be given the opportunity to make a statement, should
the representative desire to do so. The Board of Directors generally meets
once a year with representatives of KPMG Peat Marwick LLP to discuss the scope
of their engagement and review the financial statements of the Fund and the
results of their examination.
The affirmative role of a majority of shares present, in person or by proxy,
and entitled to vote at the Annual Meeting is required for the ratification
of the selection of the Fund's independent auditors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT
OF KPMG PEAT MARWICK LLP AS THE FUND'S AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 1999.
INFORMATION ABOUT THE FUND'S OFFICERS AND THE INVESTMENT ADVISOR
Set forth below is certain information regarding the officers of Renaissance
Group, the Fund's Investment Advisor:
Russell Cleveland, age 60, is the President, Chief Executive Officer, the sole
Director and the majority shareholder of Renaissance Group. He is also
President, Chief Executive Officer and a Director of the Fund. He is a
Chartered Financial Analyst with over thirty years experience as a specialist
in investments for smaller capitalization companies. Mr. Cleveland served
as a director of Greiner Engineering, Inc. (NYSE), a former portfolio
investment of a 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 serves on the
Board of Directors of Biopharmaceutics, Inc., Danzer Corporation (formerly
known as Global Environmental, Inc.) and Tutogen Medical, Inc.
Barbe Butschek, age 44, has been associated with Renaissance Group and its
predecessor companies since 1977. As Senior Vice President and
Secretary/Treasurer of Renaissance Group 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
<PAGE>
tax and information reports. Ms. Butschek serves as Secretary for Renaissance
Capital Partners, Ltd. and as Secretary and Treasurer of the Fund.
Robert C. Pearson, age 63, joined Renaissance Group in April 1997 and is
Senior Vice President - Investments. He is also Vice President of the Fund.
Mr. Pearson brings over thirty years of experience to Renaissance Group'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.
John A. Schmit, age 31, joined Renaissance Group in 1997. and is Vice
President - Investments. Mr. Schmit is responsible for portfolio analysis
and monitoring. From September 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 Law Center.
Renaissance Group
Renaissance Group provides investment advisory services to the Fund pursuant
to the Investment Advisory Agreement dated February 15, 1994 between the Fund
and Renaissance Group (the "Agreement"). Renaissance Group additionally
serves as investment adviser to Renaissance Capital Growth & Income Fund III,
Inc., a closed-end business development company listed on the Nasdaq National
Market. Renaissance Group is also the Investment Manager of Renaissance U.S.
Growth and Income Trust, PLC, an investment trust listed on the London Stock
Exchange. 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 of that Act. Renaissance Group and its officers and
employees devote such time to the Fund's business as is necessary for the
conduct of its operations. Pursuant to the Agreement, Renaissance Group is
entitled to receive a Management Fee of 1.75% of the Funds' assets and an
Incentive Fee equal to 20% of the Fund's net realized capital gains after
allowance for any unrealized capital depreciation. In 1998, the Fund paid
Renaissance Group $812,055.72 for the Management Fee and $626,149.11 for the
Incentive Fee. Neither Renaissance Group nor its affiliates are prohibited
from engaging in activities outside the Fund's business. Officers and
employees of Renaissance Group are compensated solely by Renaissance Group.
Russell Cleveland and Barbe Butschek own 80% and 20%, respectively, of the
Common Stock of Renaissance Group. The sole director of Renaissance Group
is Russell Cleveland.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to the Agreement, Renaissance Group serves as investment adviser to
the Fund, subject to the supervision of the Board of Directors. Services
provided to the Fund include assisting the Fund in the determination of the net
assets, recommending the valuation of assets of the Fund to the Board subject
to the Board of Directors set value, upon which the Management Fee and
Incentive Fee paid to Renaissance Group are 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 Board of Directors
reviews the valuation policies to determine their appropriateness. The Board
of Directors also establishes 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 Board of
Directors may also hire independent firms to review the Renaissance Group'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
Fund.
Renaissance Group also provides services to Portfolio Companies from time to
time, pursuant to the Agreement. Generally, the management fees received by
Renaissance Group for services to a Portfolio Company are paid to the account
of the Fund, 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 Fund 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
Board of Directors, 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.
<PAGE>
Renaissance Group has formed, and may form in the future, other investment
funds to make investments in companies similar to those in which the Fund
invests. The determination regarding the existence of a conflict of interest
between these affiliated investment funds and the Fund, and the resolution of
any such conflict, vests in the Board of Directors, subject to the provisions
of the 1940 Act.
PRINCIPAL SHAREHOLDERS
As of the record date, to the knowledge of the Fund, no person beneficially
owned more than 5% of the outstanding Common Stock of the Fund.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's officers and directors and persons who own more than 10% of a
registered class of the Company's equity securities to file reports of ownership
and changes in ownership with the Securities and Exchange Commission (the
"SEC"). Officers, directors and greater than 10% beneficial owners are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file. The Fund believes that during the fiscal year ended
December 31, 1998 all Section 16(a) filing requirements applicable to its
officers, directors and greater than 10% beneficial owners were timely filed,
except that Russell Cleveland and Robert C. Pearson filed Forms 4 on April 1,
1999.
SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended,
Shareholders may present proper proposals for inclusion in the Fund's proxy
statement for consideration at its 2000 Annual Meeting of Shareholders by
submitting proposals to the Fund in a timely manner. To be included for the
2000 Annual Meeting of Shareholders, Shareholder proposals must be received
by Renaissance Group by December 5, 1999, and must otherwise comply with the
requirements of Rule 14a-8.
OTHER BUSINESS
Management knows of no other business to be presented at the Annual Meeting
that will be voted on by the Shareholders. If other matters properly come
before the Annual Meeting or any adjournment(s), then the persons serving as
proxies will vote the proxies as in their discretion they may deem appropriate.
THE ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998 HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. IF YOU WOULD LIKE A COPY OF
THE REPORT, PLEASE CHECK THE APPROPRIATE BOX ON THE PROXY CARD AND ENCLOSE
THE CARD IN THE SELF-ADDRESSED, POSTAGE PAID ENVELOPE. A COPY OF THE REPORT
WILL BE FORWARDED TO YOU FREE OF CHARGE BY FIRST CLASS MAIL.
By Order of the Board of Directors
/S/
BARBE BUTSCHEK, Secretary
Dallas, Texas
April 5, 1999
IMPORTANT: PLEASE RETURN PROXY PROMPTLY. SHAREHOLDERS WHO DO NOT EXPECT TO
ATTEND THE ANNUAL MEETING AND WISH THEIR SHARES OF COMMON STOCK TO BE VOTED
SHOULD DATE, SIGN, AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED,
POSTAGE-PAID ENVELOPE.
PAGE
<PAGE>
Please date, sign and mail your
proxy card back as soon as possible.
Annual Meeting of Shareholders
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
May 14, 1999
Please Detach and Mail in the Envelope Provided
[X] Please mark your votes as in this example.
1. Election
of Directors: Nominees: [] FOR the [] WITHHOLD vote for [] FOR all nominees
Nominees all Nominees except vote withheld
for those named
below
Edward O. Boshell, Jr.- Class Two
C. C. Rundell, Jr.- Class Two
(To withhold vote for any individual nominee, write the nominee's name below.)
- ------------------------------------------------------------------------------
2. Ratify appointment of KPMG Peat Marwick LLP as the auditor for the Fund for
the fiscal year ending December 31, 1999.
[] For [] Against [] Withheld
3. In his discretion, to vote upon such other business that may properly be
presented at the Annual Meeting or any adjournment(s).
[] For [] Against [] Withheld
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder(s). If none of the choices specified in
Proposals 1 and 2 shall be marked, the named proxy is authorized and directed
to vote FOR the election of the nominees named above and FOR Proposal 2.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE
(Signature)-------------------------
(Printed Name)----------------------
Dated:-----------------------------
Note: If signing in a fiduciary or representative capacity, please give full
title as such. If signing as a corporate officer, please give your full
title and full name of the corporation, or if ownership is more than one
name, each additional owner should sign.
I plan to attend the 8:30 a.m. Annual Meeting on May 14, 1999. []
I plan to attend the 12:00 p.m. luncheon. []
I do not plan to attend the Annual Meeting. []
<PAGE>
Please send a copy of the Renaissance Capital Growth & Income Fund III, Inc.
1998 Form 10-K.<PAGE>
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
PROXY - Annual Meeting of Shareholders - May 14, 1999
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Renaissance Capital Growth & Income Fund III,
Inc. hereby constitutes and appoints Russell Cleveland, as proxy for the
undersigned, with full power of substitution and revocation, to vote for and
in the name, place and stead of the undersigned, at the Annual Meeting of
Shareholders of Renaissance Capital Growth & Income Fund III, Inc. to be
held at the Renaissance Dallas Hotel, Dallas, Texas on May 14, 1999, at 8:30
a.m. and at any adjournments thereof, the number of votes the undersigned would
be entitled to cast if present:
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING AND WISH THEIR SHARES TO BE VOTED ARE URGED TO
DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED SELF-ADDRESSED
ENVELOPE.
(Continued and to be signed on the reverse side.)<PAGE>
