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:
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[ ] 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:
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3) Filing Party:
4) Date Filed:
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
8080 North Central Expressway, Suite 210, LB-59
Dallas, Texas 75206-1857
NOTICE OF 2001 ANNUAL MEETING OF SHAREHOLDERS
To Be Held On Friday, May 18, 2001
To the Shareholders of
Renaissance Capital Growth & Income Fund III, Inc.:
NOTICE IS HEREBY GIVEN that the 2001 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 Friday, May 18, 2001, at 8:00 a.m., local time, for the
following purposes:
1. To elect one Class One director of the Fund, to hold office for a term of
three years or until a successor is 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, 2001; 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 2000 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, 2001 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
----------------------------------
Barbe Butschek, Secretary
Dallas, Texas
April 11, 2001
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
PROXY STATEMENT
For
2001 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, MAY 18, 2001
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 2001 Annual Meeting of Shareholders (the "Annual Meeting") to be
held on Friday, May 18, 2001, at the Renaissance Dallas Hotel, Dallas, Texas, at
8:00 a.m., local time and at any adjournment(s). This Proxy Statement is first
being sent to shareholders on or about April 19, 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 one Class One director,
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 by the Fund to forward solicitation
material to the beneficial owners of shares. The Fund will pay all costs of
solicitation.
The Fund's 2000 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 one Class One director of the Fund, to hold office for a
term of three years or until a successor is elected and qualified;
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, 2001;
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, 2001 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 4,341,618 shares of Common Stock and
approximately 844 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 determining the presence of a quorum and are also treated as shares
"represented and voting" at the Annual Meeting (the "Votes Cast") with respect
to such matter.
Broker non-votes and abstentions will be counted for purposes of determining the
presence of a quorum but will not be voted for or against a proposal.
Accordingly, abstentions and broker non-votes effectively will be a vote against
any proposal where the required vote is a percentage of the shares present or
outstanding. Abstentions and broker non-votes will not be counted as votes cast
for purposes of determining whether sufficient votes have been received to
approve a proposal.
If a quorum is not present at the Annual Meeting or, although a quorum is
present, 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 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.
Broker non-votes and abstentions will not be voted for any adjournments.
PROPOSAL ONE
ELECTION OF DIRECTORS
Peter Collins has been nominated as a Class One director to serve for a term of
three years or until his respective successor is elected and qualified. One
Class One directorship shall remain vacant.
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
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 Three directors expires at
the Annual Meeting of shareholders to be held in 2003.
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.
Class One Director
------------------
Peter Collins, age 55, 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.
Continuing Directors
Class Two Director - Term Expires at 2002 Annual Meeting
--------------------------------------------------------
Edward O. Boshell, Jr., age 65, 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.
Class Three Directors - Term Expires at 2003 Annual Meeting
------------------------------------------------------------
Russell Cleveland, age 62, 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, Integrated Security Systems, Inc.,
and Tutogen Medical, Inc.
Ernest C. Hill, age 61, 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 nominee for the Class One director 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 a director. THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE ELECTION OF THE NOMINEE FOR THE CLASS ONE DIRECTOR.
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:
Number of
Shares
Beneficially
Owned Directly
Name, Address and Term as or Indirectly as Percent
Fund Positions and Director Director of of
Offices Age Since Expires the Record Date Class
------------------------------------------------------------------------------
Peter Collins, 55 1994 2001 1,900 0.04%
Director (Class One)
Edward O. Boshell, 65 1998 2002 40,179 (2) 0.93%
Jr., Director (Class Two)
Russell Cleveland, 62 1994 2003 232,058 (3) 5.34%
President, Chief (Class Three)
Executive Officer
and Director(1)
Ernest C. Hill, 61 1994 2003 0 -
Director (Class Three)
Robert C. Pearson, 65 - - 10,635 0.24%
Vice President
John A. Schmit, 33 - - 2,641 0.06%
Vice President
Barbe Butschek, 46 - - 1,170 0.03%
Secretary and
Treasurer
All directors and - - - 288,583 6.64%
officers of the Fund
as a group (7 persons)
________________________
*The address of all such persons is c/o Renaissance Capital Growth & Income Fund
III, Inc., 8080 North Central Expressway, Suite 210 LB-59, Dallas, Texas 75206.
(1) "Interested person," as defined by 1940 Act.
(2) Shares owned indirectly through Columbia General Investments, L.P.
(3) Includes 20,089 shares owned by the Cleveland Family Limited Partnership and
211,969 shares owned by Renaissance Investment Limited Partnership.
Mr. Cleveland is a director of, and the President, Chief Executive Officer, the
sole Director and the majority shareholder of Renaissance Group, which serves as
the investment manager of, Renaissance US Growth and Income Trust PLC, an
investment trust listed on the London Stock Exchange. Renaissance Group was
also the managing partner of, and Mr. Hill served as an independent general
partner of, Renaissance Capital Partners, Ltd., which was dissolved on December
27, 2000. In 2000, Mr. Cleveland oversaw three portfolios and Mr. Hill oversaw
two portfolios within the Renaissance fund complex.
Committees and Meetings
The Board of Directors held 12 meetings in 2000, and each director attended at
least 75% of these meetings. The Audit Committee consists of Ernest C. Hill,
Peter Collins and Edward O. Boshell, Jr. and held 1 meeting in 2000.
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 from January 1 through April 30, 2000. Directors who are not employees of
either the Fund or Renaissance Group receive a monthly fee of $1,500, plus $750
and out-of-pocket expenses for each meeting held from May 1, 2000 going forward.
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 to December 31, 2000 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 provided
investment advisory services (collectively, the "Renaissance Fund Complex") is
set forth below:
Pension or Total 2000
Aggregate Retirement Compensation
2000 Benefits Accrued Estimated from Fund and
Compensation as Part of Fund Annual Benefits Renaissance
Name of Director from Fund Expenses upon Retirement Fund Complex
------------------------------------------------------------------------------
Russell Cleveland $ 0 $ 0 $ 0 $ 0
(1)
Peter Collins 17,750 0 0 17,750
Ernest C. Hill 18,500 0 0 18,500
Edward O. Boshell, 18,500 0 0 18,500
Jr.
C.A. Rundell, 14,750 0 0 14,750
Jr. (2)
_______________________
(1) Renaissance Group earned $1,056,483.00 in investment advisory fees from the
Fund in 2000. See "Information about the Fund's Principal Officers and
Investment Advisor."
(2) Resigned as a director on October 6, 2000.
Executive Compensation and Options
Officers of the Fund receive no compensation from the Fund. The Fund has never
issued optionsn 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, 2001.
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. Audit fees for the fiscal year ended December 31, 2000 were
$43,000.00. There were no fees paid for financial system design and
implementation or any other fees paid to Ernst & Young LLP.
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,
2001.
INFORMATION ABOUT THE FUND'S OFFICERS AND THE INVESTMENT ADVISOR
Officers
Set forth below is certain information regarding the officers of Renaissance
Group, the Fund's investment advisor:
Russell Cleveland, age 62, 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., Integrated Security Systems, Inc., and Tutogen Medical,
Inc. He has served as an officer and director of the Fund since 1994.
Barbe Butschek, age 46, has been associated with Renaissance Group and its
predecessor companies since 1977, and is a shareholder of Renaissance Group. As
Senior Vice President and Secretary/Treasurer of Renaissance Group, she has been
responsible for office management, accounting management, and records management
of several investment funds. 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 has served as
Secretary and Treasurer of the Fund since 1994.
Robert C. Pearson, age 65, 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 a director of CaminoSoft Corp.,
Display Technologies, Inc., and Poore Brothers, Inc., all publicly-held
companies in which the Fund is an investor. He is also a director of Advanced
Power Technology, Inc., a publicly-held company.
John A. Schmit, age 33, 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, which is determined and paid on a quarterly basis, and an incentive fee
equal to 20% of the Fund's realized capital gains net of realized capital losses
and unrealized capital depreciation, which is accrued and paid on a quarterly
basis. In 2000, the Fund paid Renaissance Group $1,056,483 for the management
fee and $1,611,135 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 determination, 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.
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.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors (the "Audit Committee") is
comprised of three directors, all of whom meet the independence and experience
requirements of NASD Rule 4200(a)(15). The Audit Committee responsibilities are
described in a written charter adopted by the Board of Directors which is
attached as Exhibit 1 to this Proxy Statement. The Audit Committee has reviewed
and discussed the Fund's audited financial statements for the fiscal year ended
December 31, 2000 with the Fund's management. The Audit Committee has discussed
with Ernst & Young LLP, the Fund's independent auditors, the matters required to
be discussed by Statement on Auditing Standards No. 61. The Audit Committee has
received the written disclosures and the letter from Ernst & Young LLP required
by Independence Standards Board Standard No. 1 and has discussed with Ernst &
Young LLP its independence. Based on the review and discussions described
above, among other things, the Audit Committee recommended to the Board of
Directors that the audited financial statements of the Fund be included in the
Fund's Annual Report on Form 10-K for the fiscal year ended December 31, 2000.
Ernest C. Hill, Chairman
Edmond O. Boshell, Jr.
Peter Collins
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,
2000, all Section 16(a) filing requirements applicable to its officers,
directors and greater than 10% beneficial owners were timely filed, except that
Mr. Boshell filed late on his initial filing and on one transaction and Peter
Collins filed late on one transaction.
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 in the
proxy statement for the 2001 Annual Meeting of Shareholders, shareholder
proposals must be received by the Fund by December 11, 2001 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, 2000 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
-----------------------------------
Barbe Butschek, Secretary
Dallas, Texas
April 11, 2001
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.
Exhibit 1
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
I. Audit Committee Purpose
The Audit Committee is appointed by the Board of Directors to assist the
Board in fulfilling its oversight responsibilities. The Audit Committee's
primary duties and responsibilities are to:
* Recommend the appointment of the Fund's independent auditors.
* Review the scope of their audit services and the annual results of their
audits.
* Monitor the independence and performance of the Fund's independent
auditors.
* Review the reports and recommendations of the Fund's independent
auditors.
* Provide an avenue of communication among the independent auditors,
management and the Board of Directors.
The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct access to
the independent auditors as well as anyone in the organization. The Audit
Committee has the ability to retain, at the Fund's expense, special legal,
accounting, or other consultants or experts it deems necessary in the
performance of its duties.
II. Audit Committee Composition and Meetings
Audit Committee members shall meet the requirements of the Nasdaq National
Market. The Audit Committee shall be comprised of three or more directors
as determined by the Board, each of whom shall be independent non-executive
directors, free from any relationship that would interfere with the
exercise of his or her independent judgment. All members of the Committee
shall have a basic understanding of finance and accounting and be able to
read and understand fundamental financial statements, and at least one
member of the Committee shall have accounting or related financial
management expertise.
If an Audit Committee Chair is not designated or present, the members of
the Committee may designate a Chair by majority vote of the Committee
membership.
The Committee shall meet from time to time as it shall determine. The
Committee may meet with management or the independent auditors to discuss
any matters that the Committee may determine.
III. Audit Committee Responsibilities and Duties
Review Procedures
-----------------
1. Submit the charter to the Board of Directors for approval and have the
document filed at least every three years in accordance with SEC
regulations.
2. Review the Fund's annual audited financial statements prior to filing or
distribution with management and independent auditors.
3. Review with management and the independent auditors the Fund's quarterly
financial results prior to the release of earnings and/or the Fund's
quarterly financial statements prior to filing or distribution. Discuss
any significant changes to the Fund's accounting principles and any
items required to be communicated by the independent auditors in
accordance with SAS 61.
Independent Auditors
--------------------
1. The independent auditors are ultimately accountable to the Audit
Committee and the Board of Directors. The Audit Committee shall review
the independence and performance of the auditors and annually recommend
to the Board of Directors the appointment of the independent auditors or
approve any discharge of auditors when circumstances warrant.
2. Approve the fees and other significant compensation to be paid to the
independent auditors.
3. On an annual basis, the Committee should review and discuss with the
independent auditors all significant relationships they have with the
Fund that could impair the auditor's independence.
4. Prior to releasing the year-end earnings, discuss the results of the
audit with the independent auditors and discuss certain matters required
to be communicated to audit committees in accordance with AICPA SAS 61.
5. Consider the independent auditor's judgments about the quality and
appropriateness of the Fund's accounting principles as applied in its
financial reporting.
Other Audit Committee Responsibilities
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1. Annually prepare a report to shareholders as required by the Securities
and Exchange Commission. The report should be included in the Fund's
annual proxy statement.
2. Perform any other activities consistent with this Charter, the Fund's
by-laws, and governing law, as the Committee or the Board deems
necessary or appropriate.
3. Maintain minutes of meetings and periodically report to the Board of
Directors on significant results of the foregoing activities.
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 18, 2001
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 the nominee WITHHOLD
(except vote AUTHORITY
withheld for the to vote for
name below) the nominee
Class One Nominee:
1. Election of [ ] [ ] Peter Collins
Directors
To withhold for any individual nominee, write the nominee's name below.
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FOR AGAINST ABSTAIN
2. Ratify appointment of Ernst & Young LLP [ ] [ ] [ ]
as the auditor for the Fund for the
fiscal year ending December 31, 2001.
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 18, 2001.
[ ] 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
2000 FORM 10-K
(Signature) ___________________________________________
(Printed Name) ________________________________________
Dated: __________________________________________, 2001
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.
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
PROXY - Annual Meeting of Shareholders - May 18, 2001
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 Friday, May 18, 2001, 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.)