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 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>
Renaissance Capital Growth & Income Fund III, Inc.
8080 North Central Expressway, Suite 210, LB-59
Dallas, Texas 75206-1857
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 19, 2000
To the Shareholders of
Renaissance Capital Growth & Income Fund III, Inc.:
NOTICE IS HEREBY GIVEN that the 2000 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 19, 2000, at 8:00 a.m., local time, for the
following purposes:
1. To elect two Class Three 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 Ernst &
Young LLP as the auditor for the Fund for the fiscal year ending December
31, 2000; 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 1999 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 28, 2000, 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
/S/
----------------------------------
Barbe Butschek, Secretary
Dallas, Texas
April 10, 2000
<PAGE>
Renaissance Capital Growth & Income Fund III, Inc.
PROXY STATEMENT
For
2000 ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 19, 2000
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 2000 Annual Meeting of Shareholders (the "Annual Meeting") to be
held on May 19, 2000, at the time and place and for the purposes set forth in
the accompanying Notice of 2000 Annual Meeting of Shareholders and at any
adjournment(s). This Proxy Statement is first being sent to shareholders on or
about April 10, 2000.
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 two Class Three
directors, and (ii) the ratification of the appointment of Ernst & Young 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 1999 Annual Report to shareholders is enclosed for the review of
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 Class Three 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 Ernst & Young
LLP as the auditor for the Fund for the fiscal year ending December
31, 2000; 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 28, 2000, 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 1,087 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
Russell Cleveland and Ernest C. Hill have been nominated as Class Three
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 Three
directors expires at the Annual Meeting to be held this year, and the term of
office of the Class Two directors expires at the Annual Meeting of shareholders
to be held in 2002, the term of office of the Class One Director expires at the
Annual Meeting of shareholders to be held in 2001.
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 Three Director Nominees
------------------------------
Russell Cleveland, age 61, is the President, Chief Executive Officer, the
sole Director and the majority shareholder of Renaissance Group. He has served
as President, Chief Executive Officer and a Class Three director of the Fund
since 1994. He is a Chartered Financial Analyst with over 35 years experience
as a specialist in investments in smaller capitalization companies. 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
Boards of Directors of Renaissance US Growth and Income Trust PLC, Bentley
Pharmaceuticals, Inc., Danzer Corporation, Tutogen Medical, Inc. and Technology
Research, Inc.
Ernest C. Hill, age 60, 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. He has served as a Class Three director since 1994.
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 54, 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. He has served as a Class One director since 1994.
Class Two Directors - Term Expires at 2002 Annual Meeting
---------------------------------------------------------
C.A. Rundell, Jr., age 68, is Chairman of NCI Building Systems, Inc.,
Chairman of Integrated Security Systems, Inc., Director and a member of the
Executive Committee of Tyler Corporation, Director of Renaissance US Growth and
Income Trust PLC, Director of Tandy Brands Accessories, Inc., Director of Dain
Rauscher Corporation and the principal of Rundell Enterprises, a financial
consultant and private investor. He has served as a Class Two director since
May 1999.
Edward O. Boshell, Jr., age 64, 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.
Information Concerning Officers and Directors
Certain information concerning the Fund's Directors, Officers and all
Directors and Officers of the Fund as a group 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 of
Offices Age Since Expires the Record Date Class
- ------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
*Russell Cleveland, 61 1994 2000 182,744 (1) 4.41%
President, Chief (Class Three)
Executive Officer
and Director
Ernest C. Hill, 60 1994 2000 0 -
Director (Class Three)
Peter Collins, 54 1994 2001 1,100 0.03%
Director (Class One)
Edward O. Boshell, 64 1998 2002 28,553 0.69%
Jr., Director (Class Two)
C.A. Rundell, Jr., 68 1999 2002 0 -
Director (Class Two)
Robert Pearson, 64 - - 10,635 0.26%
Vice President
Barbe Butschek, 45 - - 1,045 0.03%
Secretary and
Treasurer
All directors and - - - 224,077 5.42%
officers of the
Fund as a group
(8 persons)
________________________
<FN>
* "Interested person" as defined by 1940 Act.
(1) Includes 17,903 shares owned by the Cleveland Family Limited Partnership and
164,841 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.
Committees and Meetings
The Board of Directors held 7 meetings in 1999, and each director attended
at least 75% of these meetings. The Audit Committee consists of Ernest C. Hill
and Edward O. Boshell, Jr. and held 1 meeting in 1999.
Director Compensation
Directors who are not employees of either the Fund or Renaissance Group have
received a monthly fee of $1,000, plus $500 and out of pocket expenses for each
meeting held. Effective April 2000, such directors will receive a monthly fee
of $1,500, plus $750 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, 1999 to December 31, 1999 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> <C> <C>
Russell Cleveland $ 0 $ 0 $ 0 $ 0
(1)
Peter Collins 14,000 0 0 18,000
Ernest C. Hill 14,000 0 0 38,000
Edward O. Boshell, 14,500 0 0 14,500
Jr.
C.A. Rundell, Jr. 8,000 0 0 8,000
Thomas W. Pauken(2) 6,000 0 0 6,000
________________________
<FN>
(1) Renaissance Group earned $878,987 in investment advisory fees from the Fund
in 1999. See "Information about the Fund's Principal Officers and
Investment Advisor."
(2) Term as Director expired May 14, 1999.
</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 Ernst & Young LLP, independent public
accountants, to audit the Fund for the fiscal year ending December 31, 2000.
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. Ernst & Young LLP has
performed audit services for the Fund since 1999. A representative of Ernst &
Young LLP is expected to attend the Annual Meeting. The Ernst & Young 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 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 Ernst & Young LLP as the Fund's auditors for the fiscal year ending December
31, 2000.
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 61, 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 Class Three director of the Fund. He
is a Chartered Financial Analyst with over 35 years experience as a specialist
in investments for smaller capitalization companies. 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 Boards of
Directors of Renaissance US Growth and Income Trust PLC, Bentley
Pharmaceuticals, Inc., Danzer Corporation, Tutogen Medical, Inc. and Technology
Research, Inc. He has served as an officer and director of the Fund since 1994.
Barbe Butschek, age 45, has been associated with Renaissance Group and its
predecessor companies since 1977, and a shareholder of Renaissance Capital
Group, Inc. 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 tax and information
reports. Ms. Butschek serves as Secretary for Renaissance Capital Partners,
Ltd. and has served as Secretary and Treasurer of the Fund since 1994.
<PAGE>
Robert C. Pearson, age 64, 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. He is currently a Director of Dexterity Surgical, Inc.,
Poore Brothers, Inc., Integrated Security Systems, Inc., Interscience Computer
Corp., and ThermoView Industries, Inc., all publicly held companies in which the
Fund has invested.
John A. Schmit, age 32, joined Renaissance Group in 1997, and is Vice
President - Investments. Mr. Schmit is responsible for portfolio analysis and
monitoring. From September 1992 to September 1994, he practiced law with the
law firm of Gibson, Ochsner & Adkins, Tulsa, Oklahoma. 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 is also the
Investment Manager of Renaissance US 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 1999, the
Fund paid Renaissance Group $878,987 for the Management Fee and $2,313,841 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.
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
<PAGE>
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,
1999 all Section 16(a) filing requirements applicable to its officers, directors
and greater than 10% beneficial owners were timely filed.
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 2001 Annual Meeting of shareholders by
submitting proposals to the Fund in a timely manner. To be included for the
2001 Annual Meeting of shareholders, shareholder proposals must be received by
Renaissance Group by December 12, 2000, 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, 1999 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 10, 2000
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>
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 19, 2000
Please Detach and Mail in the Envelope Provided
Please mark your PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
votes as in the example PROMPTLY USING THE ENCLOSED ENVELOPE.
FOR all nominees WITHHOLD
(except vote AUTHORITY
withheld for the to vote for
name below) all nominees
Class Three Nominees:
1. Election of [ ] [ ] Russell Cleveland
Directors Ernest C. Hill
[ ] To withhold for any individual nominee, write the nominees name below.
- --------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. Ratify appointment of Ernst & Young LLP [ ] [ ] [ ]
as the auditor for the Fund for the
fiscal year ending December 31, 2000.
3. In his discretion, to vote upon such [ ] [ ] [ ]
other business that may properly be
presented at the Annual Meeting or any
adjournment(s).
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholders. 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.
I PLAN TO ATTEND THE 8:00 A.M. ANNUAL MEETING ON MAY 19, 2000. [ ]
I plan to attend the 12:30 P.M. Lunch [ ]
I do not plan to attend the meeting [ ]
PLEASE SEND A COPY OF THE RENAISSANCE CAPITAL GROWTH & INCOME FUND III,
INC 1999 FORM 10-K [ ]
(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.
<PAGE>
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
PROXY - Annual Meeting of Shareholders - May 19, 2000
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 19, 2000, at 8:00 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>
