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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
SOUTHEAST INTERACTIVE TECHNOLOGY FUND I, LLC
- --------------------------------------------------------------------------------
(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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which 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:
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SOUTHEAST INTERACTIVE
TECHNOLOGY FUND I, LLC
2200 WEST MAIN STREET, SUITE 900
DURHAM, NORTH CAROLINA 27705
(919) 286-7000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 21, 1996
TO THE SHAREHOLDERS OF SOUTHEAST INTERACTIVE TECHNOLOGY FUND I, LLC:
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of the members (the
"Shareholders") of Southeast Interactive Technology Fund I, LLC, a North
Carolina limited liability company (the "Fund"), will be held at MCNC in the
Research Triangle Park, North Carolina on May 21, 1996, at 3:00 p.m., Local
Time, and at any and all adjournments thereof, for the purpose of considering
and acting upon the following matters:
1. To elect the managers (the "Directors") of the Fund to serve until the 1997
Annual Meeting of Shareholders and until his successor has been duly
elected and qualified.
2. To ratify the appointment of Price Waterhouse LLP as the independent public
accountants of the Fund for the fiscal year ended December 31, 1996.
3. To transact such other business as may properly come before the meeting or
any adjournment thereof.
A proxy statement explaining the matters to be acted upon at the meeting
is enclosed. Please read it carefully.
Only holders of record of the interests ("shares") of the Fund at the
close of business on May 1, 1996, will be entitled to notice of and to vote at
the meeting or at any adjournment or adjournments thereof. The proxies are
being solicited by the Board of Directors of the Fund.
All Shareholders, whether or not they expect to attend the annual meeting
of Shareholders in person, are urged to sign and date the enclosed proxy and
return it promptly in the enclosed postage-paid envelope which requires no
additional postage if mailed in the United States. The giving of a proxy will
not affect your right to vote in person if you attend the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
DAVID C. BLIVIN, CPA
MANAGING DIRECTOR
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SOUTHEAST INTERACTIVE
TECHNOLOGY FUND I, LLC
2200 WEST MAIN STREET, SUITE 900
DURHAM, NORTH CAROLINA 27705
_______________________
PROXY STATEMENT
_______________________
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 21, 1996
GENERAL INFORMATION
The enclosed proxy is solicited by and on behalf of the Board of Directors
of Southeast Interactive Technology Fund I, LLC (the "Fund"), for use at Fund's
1996 Annual Meeting of Shareholders to be held at MCNC in Research Triangle
Park, North Carolina, on May 21, 1996, at 3:00 p.m., Local Time, and at any
adjournment thereof. It is anticipated that this proxy statement and the
accompanying proxy will be mailed to the Fund's Shareholders on or about May 1,
1996. All shares represented by valid proxies will be voted in accordance
therewith at the meeting.
THE BOARD OF DIRECTORS URGES EACH SHAREHOLDER TO MARK, SIGN AND MAIL THE
ENCLOSED PROXY CARD IN THE RETURN ENVELOPE AS PROMPTLY AS POSSIBLE.
Any person signing and returning the enclosed proxy may revoke it at any
time before it is voted by (i) giving a later dated written revocation of proxy
to the Fund, or (ii) providing a later dated amended proxy to the Fund, or
(iii) voting in person at the meeting. The expense of soliciting proxies,
including the cost of preparing, assembling and mailing this proxy material to
Shareholders, will be borne by the Fund. It is anticipated that solicitations
of proxies for the meeting will be made only by use of the mails; however, the
Fund may use the services of its directors, officers and employees to solicit
proxies personally or by telephone, without additional salary or compensation
to them. Brokerage houses, custodians, nominees and fiduciaries will be
requested to forward the proxy soliciting materials to the beneficial owners of
the Fund's shares held by such persons, and the Fund will reimburse such
persons for the reasonable out-of-pocket expenses incurred by them in that
connection.
SHARES OUTSTANDING AND VOTING RIGHTS
All voting rights are vested exclusively in the holders of the Fund's
shares, with each Share entitled to one vote. Only Shareholders of record at
the close of business on May 1, 1996, are entitled to notice of and to vote at
the meeting or any adjournment thereof. On April 1, 1996, the Fund had 244
Shares outstanding, each share of which is entitled to one vote on all matters
to be voted upon at the meeting, including the election of the directors.
In Accordance with the Fund's operating agreement, directors will be
elected by a plurality of the votes of the Shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors.
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Abstentions will be counted for purposes of establishing a quorum. With
respect to the ratification of the independent accountants for the current
fiscal year, only those votes cast FOR the proposal will be counted as an
affirmative vote, i.e., the number of votes representing the majority of the
Shares represented at the meeting and entitled to vote. With respect to the
election of directors, only those votes cast FOR the election of a director or
WITHHELD will be counted for purposes of determining the number of votes
required to elect the director. Abstentions and non-votes will not be counted.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of issued and
outstanding Shares of the Fund owned beneficially, as of April 1, 1996, by each
of the directors. No person is known to the Fund to beneficially own more than
five percent of the Shares. Each person listed below has sole voting and sole
investments power with respect to the Shares.
<TABLE>
<CAPTION>
Percent
Name Shares Total Owned
---- ------ ----- -------
<S> <C> <C> <C>
David C. Blivin * 1 25,000 --
E. Lee Bryan * 1 25,000 --
W. Clay Hamner * 1 25,000 --
Wayne M. Rogers 1 25,000 --
Terry Sanford -- --- --
Interstate/Johnson Lane Corp. 14 350,000 5.7%
</TABLE>
* Indicates an "interested person" of the Fund, as defined by the Investment
Company Act, due to each such person's affiliation with the Fund's investment
advisor, Montrose Venture Partners, LLC.
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ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF ALL CURRENT DIRECTORS AS
DIRECTORS FOR ONE YEAR TERMS. If elected, they will hold the office until the
1997 annual meeting of Shareholders or until their successors are elected and
qualified or their earlier death, resignation or removal. SHARES REPRESENTED
BY PROXIES IN THE ACCOMPANYING FORM WILL BE VOTED "FOR" THE ELECTION OF THE
DIRECTORS, UNLESS A CONTRARY DIRECTION IS INDICATED. If at the time of the
meeting any nominee is unable to serve, which event is not expected to occur,
the discretionary authority provided in the proxy will be exercised to vote for
such substitute nominee, if any, as shall be designated by the Board of
Directors.
No nominee is a director, trustee or manager of any other Fund registered
as an Investment Fund under the Investment Company Act of 1940, as amended.
Their business experience during the past five years is as listed below.
MEETINGS OF THE BOARD
During 1995, the Board of Directors did not meet but took action two times
by unanimous written consent. There are no committees of the Board.
DIRECTORS AND EXECUTIVE OFFICERS
The Fund has no direct officers or employees. Montrose Venture Partners
LLC, of which Messrs. Blivin, Bryan, and Hamner are directors, has been
retained as the investment advisor to the Fund and is compensated at an annual
rate of 5% of the net asset value of the Fund, 2.5% of which is paid currently
and 2.5% is accrued and paid out of future distributions of profits.
Each director is paid $1000 for each meeting attended in person, plus
reimbursement of expenses.
BUSINESS EXPERIENCE
Terry Sanford - Senator Sanford (78) has distinguished himself and the State of
North Carolina through his terms as a Governor of North Carolina, President of
Duke University, and United States Senator and has gained a reputation as a
lifelong educational leader and public servant. Under his innovative
leadership, Duke University gained additional national recognition. A graduate
of UNC-CH and its School of Law, Senator Sanford holds honorary degrees for
approximately 30 American colleges and universities. His years as Governor
were marked by innovation in the establishment of the community college system,
the Governor's School, the North Carolina School of the Arts, and considerable
new support for the public schools. As a member of the United States Senate,
he promoted legislation to require an honest and balanced national budget, to
reform political campaign practices, and to broaden the opportunities for
disadvantaged children in the Head Start program, among numerous other issues.
Senator Sanford continues to exemplify a deep devotion to Duke University,
serving as President Emeritus and as a Professor of Public Policy. He
practices law as a senior partner in the McNair & Sanford, P.A. law firm in
North Carolina and South Carolina. He is Chairman of a 3-year North Carolina
Bar Association study of the causes of crime and corrective actions, the
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Chairman of the Board of the North Carolina Museum of Art, the Board of North
Carolina Electronics Industry Trade Association and is involved in many
charitable, legal and educational activities. He has also served on the Board
of Directors of ITT Financial Corp., Fuqua Industries, Inc., Golden Corral
Corporation and Unocal, Inc.
Wayne M. Rogers - Mr. Rogers (60) is a well-known professional actor who, in
addition to his acting career, has been involved in investment activities for
over fifteen years. These include business management of a number of motion
picture personalities as well as co-ventures with other prominent individuals
and institutions. Mr. Rogers has been a director of The Pantry, Inc. since
1990. He has also been a director of P.H.C., Inc., Electronic Data Controls,
Inc., Extek Mirco-Systems and Wadell Equipment Company. In addition, he is
active in several charitable and philanthropic affairs. He is also a member of
the Board of Trustees for the Kenan Institute of private Enterprise at UNC-CH.
Mr. Rogers received a Bachelor of Arts degree from Princeton University. In
1993 and 1994, Mr. Rogers was also a director at Dabney/Resnick, Inc., an
investment banking firm.
W. Clay Hamner - Mr. Hamner (50) is the Managing Director and Chief Executive
Officer of Montrose Capital Corporation. He received his Undergraduate and
Masters degrees from the University of Georgia and Doctorate in Business
Administration from Indiana University. Mr. Hamner is on the Board of
Directors of Vista Resources, Inc. (NYSE); Wendy's International, Inc. (NYSE);
The Pantry, Inc. (a privately held company which owns 415 convenience stores)
and Interstate/Johnson Lane, Inc. (NYSE) He was also a Special Limited
Partner in Intersouth I. Formerly, Mr. Hamner served on the Board of Directors
of Highland Energy Corporation; Clinton Gas Systems (OTC); Fuqua Industries,
Inc. (NYSE); Triton Group, Ltd. (NYSE); and Capital Technology, Inc. Prior to
entering private business, Mr. Hamner taught in the Graduate Schools of
Business at Northwestern University and Duke University. Mr. Hamner is a
Director of the Institute of Private Enterprise at UNC-CH and serves on the
Kenan-Flagler School of Business Board of Visitors (UNC-CH), the Fuqua School
of Business Board of Visitors (Duke), and the Duke University Medical Center
Board of Advisors. He also analyzed and evaluated Duke's nontraditional
investments portfolio while on the faculty at Duke.
David C. Blivin - Mr. Blivin (38) is the Chief Financial Officer for Montrose
Capital Corporation. He is a 1985 graduate of the Duke University Fuqua School
of Business and a Certified Public Accountant. Prior to joining Montrose
Capital Corporation, Mr. Blivin worked as a Senior Auditor with Arthur Anderson
LLP and in this capacity audited several companies in technology fields. As
Chief Financial Officer for Montrose Capital Corporation, Mr. Blivin has
negotiated financings and reviewed business plans for a number of entities in
which Montrose Capital Corporation has invested. Mr. Blivin serves on the
Board of Directors of The Pantry, Inc. and has served on the Triangle
Investment Club, a club sponsored by the Durham and Raleigh Chambers of
Commerce and the Council for Entrepreneurial Development, to review plans of
start-up businesses for investment potential.
E. Lee Bryan - Mr. Bryan (58) is the founder of One Room Systems, Inc., a
multimedia educational products creation and distribution company. Prior to
founding the company, he was a principal in a number of successful business
ventures. In 1984 Mr. Bryan founded Vortech, Inc. ("Vortech"), a company which
became a worldwide leader in digital teleradiology. Vortech was subsequently
sold to Eastman Kodak Company. In 1988 Mr. Bryan joined CACI International
("CACI"), a major U.S. government systems integrator. As Executive Vice
President of CACI, Mr. Bryan spearheaded a major technical and business
restructuring for the
<PAGE> 7
company. prior to his involvement in the entities listed, Mr. Bryan developed
an extensive background in government and private sector high technology
endeavors. Mr. Bryan is a graduate of the United States Naval Academy at
Annapolis and a retired officer from the nuclear submarine program. Mr. Bryan
has been a high level advisor to the government of the United States for
defense and intelligence information systems. He is a trustee of the Center
for Excellence in Education and the Profound Paralysis Group. He is a member
of the Heart Center board at Duke University Medical Center and the Durham
"Smart Start" program board.
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accounting firm of Price Waterhouse LLP audited the
financial statements of the Fund for the period ended December 31, 1995. At
the direction of the Board of Directors, the appointment of Price Waterhouse
LLP as the Fund's independent public accountants for the fiscal year ending
December 31, 1996, is being presented to the members for ratification. A
representative of Price Waterhouse LLP is expected to be present at the
Shareholders meeting and available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF PRICE WATERHOUSE LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 1996.
As of the date of this proxy statement, management of the Fund was not
aware of any other matter to be presented at the meeting other than as set
forth herein. However, if any other matters are properly brought before the
meeting, the shares represented by valid proxies will be voted with respect to
such matters in accordance with the judgment of the persons voting them. An
affirmative vote of a majority of shares present in person or represented by
proxy at the meeting is necessary to approve any such matters.
ANNUAL REPORT
The Fund's Annual Report and Audited Financial Statements for the period
ended December 31, 1995, have previously been distributed. The audited
financial statements and last previous semi-annual report of the Fund are not
included therein, but are available for free upon request.
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DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
FOR THE 1997 ANNUAL MEETING
Any proposal from a shareholder intended to be presented at the Fund's
1997 Annual Meeting of Shareholders, must be received at the offices of the
Fund, 2200 West Main Street, Suite 900, Durham, NC 27705, no later than
December 31, 1996, in order to be included in the Fund's proxy statement and
proxy relating to that meeting.
BY ORDER OF THE BOARD OF DIRECTORS
____________________
DIRECTOR
<PAGE> 9
APPENDIX A
PROXY - SOUTHEAST INTERACTIVE TECHNOLOGY FUND I, LLC
Southeast Interactive Technology Fund I, LLC
2200 West Main Street, Suite 900, Durham, NC 27705
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1. ELECTION OF DIRECTORS
FOR all nominees listed below
(except as marked to the contrary below) / /
WITHHOLD AUTHORITY
to vote for all nominees listed below / /
(INSTRUCTION To withhold authority to vote for any individual nominee
strike a line through the nominee's name in the list below)
David C. Blivin
E. Lee Bryan
W. Clay Hamner
Wayne M. Rogers
Terry Sanford, Jr.
2. PROPOSAL TO APPROVE THE APPOINTMENT OF PRICE WATERHOUSE as the independent
public accountants of the corporation
FOR / / AGAINST / / ABSTAIN / /
3. In their discretion the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder.
If no direction is made, this proxy will be voted for Proposals 1, 2, and 3.
DATED _________________, 1996
_________________________________ ________________________________
Signature Print Name
__________________________________ ________________________________
Signature if held jointly Print Name
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PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
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