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:
[ ] 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 240.14a-11(c) or
240.14a-12
Rand Capital Corporation
______________________________________________
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
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 O-11.
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule O-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.
RAND CAPITAL CORPORATION PROXY STATEMENT
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 1997 Annual Meeting of Shareholders of Rand Capital
Corporation (the "Company") will be held on April 17, 1997, at
10:00 am in Room 1734, Rand Building, 14 Lafayette Square,
Buffalo, New York, for the following purposes:
1. To elect eight directors to hold office until the next
annual meeting of shareholders and until their successors
have been elected and qualified;
2. To consider and act upon a proposal to amend the Company's
Certificate of Incorporation to increase the number of
authorized common shares from 7,000,000 to 10,000,000;
3. To ratify the selection of Deloitte & Touche LLP as
independent auditors for the 1997 fiscal year for the
Company; and
4. To consider and act upon such other business as may properly
come before the meeting.
Shareholders of record at the close of business on March 13,
1997 are entitled to notice of and to vote at the meeting, and at
any adjournment thereof.
Buffalo, New York By Order of the Board of Directors,
March 20, 1997 Reginald B. Newman II
Chairman
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Rand Capital
Corporation (the "Company"), for the Annual Meeting of
Shareholders to be held on April 17, 1997. Only shareholders of
record at the close of business on March 13, 1997 are entitled to
notice of and to vote at the meeting, and at any adjournment
thereof. On that date the Company had outstanding 5,708,034
Common Shares, par value $.10 per share ("shares").
Each share entitles the holder to one vote. Shares cannot be
voted at the meeting unless the shareholder is present or
represented by proxy. If the enclosed form of proxy is returned
properly executed, the shares represented thereby will be voted
at the meeting in accordance with the instructions contained in
the proxy, unless the proxy is revoked prior to its exercise. Any
shareholder who executed and delivers the accompanying form of
proxy has the right to revoke it at any time before it is voted.
A shareholder may revoke a proxy by executing a subsequently
dated proxy or a notice of revocation, provided such subsequent
proxy or notice is delivered to the Company prior to the taking
of a vote, or by voting in person at the meeting. Proxies
submitted with abstentions and broker non-votes will be counted
in determining whether or not a quorum is present. Abstentions
and broker non-votes will not be counted in tabulating the votes
cast on proposals submitted to shareholders.
This Proxy Statement and accompanying form of proxy are being
mailed to shareholders on or about March 20, 1997. A copy of the
Company's 1996 Annual Report, which contains financial
statements, accompanies this Proxy Statement.
The cost of soliciting proxies in the accompanying form will be
borne by the Company. The Company does not expect to pay any
compensation for the solicitation of proxies, but may pay
brokers, nominees, fiduciaries and other custodians their
reasonable fees and expenses for sending proxy materials to
beneficial owners and obtaining their instructions. In addition
to solicitation by mail, proxies may be solicited in person or by
telephone by directors, officers and regular employees of the
Company, who will receive no additional compensation therefor.
The Company's office is located at 2200 Rand Building, Buffalo,
New York 14203; telephone number 716-853-0802.
BENEFICIAL OWNERSHIP OF SHARES
Unless otherwise indicated, the following table sets forth
beneficial ownership of the Company's shares on March 13, 1997,
by (a) persons known to the Company to be beneficial owners of
more than 5% of the outstanding shares, (b) directors and
nominees for director of the Company and (c) all directors and
officers of the Company as a group. Unless otherwise stated, each
person named in the table has sole voting and investment power
with respect to the shares indicated as beneficially owned by
such person.
Amount and Nature of
Beneficial Owner Beneficial Ownership (1) Percent of Class
--------------------- ------------------------ ----------------
(a) More than 5% Owners:
Reginald B. Newman II 500,000 8.8
700 Grand Island Blvd.,
Tonawanda, NY
Willis S. McLeese 400,000 7.0
45 St.Clair Ave W.
Toronto, Canada
(b) Directors and Nominees
for Director:
Thomas R. Beecher, Jr. 29,835 (2) *
Allen F. Grum 46,103 *
Luiz F. Kahl 100,000 1.8
Ross B. Kenzie 100,000 1.8
Willis S. McLeese 400,000 (3) 7.0
Reginald B. Newman II 500,000 8.8
Jayne K. Rand 215,734 3.8
Donald A. Ross 23,125 *
Frederick W. Winter 1,745 *
(c) All Directors and Officers as a group:
Eleven persons 1,425,542 (4) 25.0
*Less than 1%
(1) The beneficial ownership information presented is based upon
information furnished by each person or contained in filings
made with the Securities and Exchange Commission.
(2) 9,835 shares are owned by Beecher Securities Corporation, a
venture capital company owned by Mr. Beecher and members of
his family, of which Mr. Beecher has voting control.
(3) Such shares are owned by Colmac Holdings, Ltd., a
corporation of which Mr. McLeese is the Chairman and
principal owner.
(4) Except as indicated above, members of the group have sole
voting and investment power over these shares.
1. ELECTION OF DIRECTORS
Eight directors are to be elected at the meeting, each to serve
until the next annual meeting of shareholders and until his or
her successor has been elected and qualified. Unless marked to
the contrary, the proxies received will be voted FOR the election
of the eight nominees named below.
Six of the nominees, Thomas R. Beecher, Jr., Allen F. Grum,
Willis S. McLeese, Reginald B. Newman II, Jayne K. Rand and
Frederick W. Winter, are presently members of the Board of
Directors, who were elected at the Company's last annual meeting
of shareholders. Ross B. Kenzie and Luiz F. Kahl were nominated
and elected by the Board of Directors in 1996 and 1997,
respectively. Each of the nominees has consented to serve as
director, if elected. If at the time of the meeting any nominee
should be unable to serve, it is the intention of the persons
designated as proxies to vote, in their discretion, for such
other persons as may be designated as a nominee by the Board of
Directors.
INFORMATION REGARDING THE NOMINEES
Thomas R. Beecher, Jr., 61, became a director of the Company
in 1969 and had been Chairman of the Board from August 1991 to
April 1996. Mr. Beecher has been a self-employed attorney and
business consultant in Buffalo, New York since 1976. He has been
President and a director of Beecher Securities Corporation, a
family owned venture capital company, since 1979. Mr. Beecher is
also a director of Albany International Corporation, a
manufacturer of paper machine clothing.
*Allen F. Grum, 39, became a director of the Company in
1996. He has served as the President and Chief Executive Officer
of the Company since January 1996. Prior to becoming President,
Mr. Grum served as Senior Vice President of the Company
commencing in June 1995. From 1994 to June 1995, he was Executive
Vice President of Hamilton Financing Corporation, mortgage
brokers, and from 1991-1994 he served as Senior Vice President of
Marine Midland Mortgage Corporation.
Luiz F. Kahl, 60, became a director in January 1997. He has
been President of the Vector Group, LLC, Amherst, NY, a private
investment company since February 1996. Prior thereto, he was the
President of The Carborundum Company, and Chief Executive Officer
of BP Advanced Materials, Niagara Falls, NY, subsidiaries of
British Petroleum plc, manufacturers of high technology ceramic
materials since 1984. Mr. Kahl has served on the Board of
Directors of National Fuel Gas, a utility company, since 1992.
Ross B. Kenzie, 65, became a director in 1996. Mr. Kenzie
has been retired since 1990. Prior thereto, he was the Chairman
of the Board and Chief Executive Officer of Goldome Bank,
Buffalo, NY, a savings bank, since 1980. Mr. Kenzie has served on
the Board of Directors of Merchants Insurance, an insurance
company, since 1985.
*Willis S. McLeese, 83, became a director in 1986. Since
1976, Mr. McLeese has been the Chairman of Colmac Holdings
Limited, Toronto, Ontario, Canada, which develops, owns and
operates cogeneration and alternative energy electric power
generating plants.
*Reginald B. Newman II, 59, became a director in 1987 and
has been Chairman of the Board since 1996. Mr. Newman has been
President of NOCO Energy Corporation, Tonawanda, NY, a petroleum
distributor, since 1960.
Jayne K. Rand, 36, became a director in 1989. Since 1993,
Ms. Rand has been a Vice President of M & T Bank. From 1989 to
1993, Ms. Rand was an Assistant Vice President of Marine Midland
Bank, N.A.
Frederick W. Winter, 52, became a director in 1996. He has
been Dean of the School of Management, University of New York at
Buffalo since 1994. From 1986-1993, Mr. Winter was Head of the
Department of Business Administration at the University of
Illinois. Mr. Winter has served on the Board of Directors of Bell
Sports, Inc., a bicycle and sporting goods manufacturer, since
1991, and of Alkon Corporation, a manufacturer of pneumatic parts
and fittings, since 1992.
* Designates Directors and nominees for Director who are
"interested persons" within the meaning of Section 2(a) (19) of
the Investment Company Act of 1940, as amended (the "1940 Act").
Mr. Newman and Mr. McLeese are included in this category as a
result of their percentage ownership of shares.
COMMITTEES AND MEETING DATA
The following Committees of the Board of Directors have the
members indicated below:
Audit Committee Compensation Governance
Committee Committee
--------------- ------------ ------------
*Willis S. McLeese Ross B. Kenzie Thomas R. Beecher, Jr.
Donald A. Ross *Willis S. McLeese Ross B. Kenzie
Frederick W. Winter Jayne K. Rand Jayne K. Rand
* Designates "interested persons" as noted above.
The Audit Committee considers and recommends to the Board of
Directors the selection of the Company's auditors and the range
of their services. It reviews with the auditors the plan and
results of the annual audit, the adequacy of the Company's system
of internal accounting controls and the costs of the auditor's
services.
The Compensation Committee is responsible for setting the
compensation of the senior executive officers, reviewing the
criteria that form the basis for management's recommendations for
officer and employee compensation and reviewing management's
recommendations in this regard.
The Governance Committee (previously titled Nominating Committee)
is responsible for recommending committee memberships, ensuring
the annual performance evaluation of the President is completed,
and considering and recommending nominees for the Board of
Directors. The Committee will consider a nominee for election to
the Board recommended by a shareholder if the shareholder submits
to the Committee a written proposal which includes the
qualifications of the proposed nominee and the consent of the
proposed nominee to serve if elected.
In 1996 the full board met on five occasions. The Audit and
Compensation Committees each met three times, and the Nominating
Committee met once. In 1996 each incumbent director attended at
least 75% of the aggregate number of meetings of the Board of
Directors and of the Committees of the Board of which he or she
is a member, except Mr. Ross, who attended 50% of such meetings.
EXECUTIVE OFFICERS
In addition to Mr. Grum, the executive officers of the company
include:
Nora B. Sullivan, 39, has served as Executive Vice President of
the Company since September 1995. From February 1995 to July
1995, Ms. Sullivan served as senior associate at Barakat &
Chamberlain, a financial consulting firm. From 1993 to 1994 Ms.
Sullivan attended Columbia Business School where she received an
MBA in Finance/International Business. Prior thereto, from 1991
to 1992 Ms. Sullivan served as General Counsel to Integrated
Waste Services, Inc., a hazardous waste management company.
Robin K. Penberthy, 33, has served as Secretary and Chief
Financial Officer of the Company since January 1996. During 1995,
Mrs. Penberthy served as a Scholastic Aptitude Test (SAT)
Instructor for The Princeton Review in Snyder, NY. Prior thereto,
she was employed by Marine Midland Mortgage Corporation as
Administrative Vice President - Investor Relations Manager from
1993-1994 and held various officer positions at that company from
1990-1993.
COMPENSATION
The following table sets forth information with respect to the
compensation paid or accrued by the Company in the 1996 fiscal
year to each director, and to each executive officer of the
Company with aggregate compensation from the Company in excess of
$60,000. The Company is not part of a fund complex.
Pension or
Retirement Benefits Estimated
Aggregate Accrued as Part of Annual Benefits
Name & Position Compensation Company Expenses on Retirement
--------------- ------------ ------------------- ---------------
Allen F. Grum 102,405 2,750(1) 3,701(2)
President, Director
Thomas R. Beecher, Jr. 3,750 0 0
Director
Ross B. Kenzie 4,250 0 0
Director
Willis S. McLeese 4,750 0 0
Director
Reginald B. Newman II 6,250 0 0
Director
Jayne K. Rand 6,250 0 0
Director
Donald A. Ross 3,750(3) 0 0(3)
Director, Consultant
Frederick W. Winter 4,500 0 0
Director
Nora B. Sullivan 87,042 2,550(1) 0
Executive Vice President
(1) Included within the indicated compensation is payment of
Company contributions to the Company's 401(k) Profit Sharing
Plan. To date an aggregate of $5,300 has been deferred for
payment to Mr. Grum and Ms. Sullivan. Under such plan,
participants may elect to contribute up to 20% of their
compensation on a pretax basis by salary reduction. For eligible
employees, the Company makes a discretionary flat contribution of
1% of compensation and matches an eligible contribution of up to
a maximum of five percent (5%). In addition, the Company may
contribute an annual discretionary amount as determined by the
Board of Directors. In 1996, the Company did not make a
discretionary contribution to the 401(k) Plan.
(2) Includes pension benefit payable pursuant to the Company's
Defined Benefit Pension Retirement Plan, described below. Amounts
indicated do not include any benefits payable pursuant to the
Company's 401(k) Profit Sharing Plan.
(3) See "Consulting and Deferred Compensation Agreements" below.
Consulting and Deferred Compensation Agreements
Effective December 31, 1995, the Company and Donald A. Ross
terminated his employment agreement and entered into a Consulting
Agreement and a Deferred Compensation Agreement. Under the terms
of the Consulting Agreement, Mr. Ross was paid $10,000 in 1996
for providing part-time consulting services, assistance in
maintaining continuity in business relations during the
transition to new management, and such other services related to
the Company's business operations as the Company may reasonably
request. Such amounts included any amounts payable for service as
a director and on any committee of the Board of Directors. In
addition, Mr. Ross receives: medical insurance coverage for the
duration of his life and that of his wife for himself, his wife
and his dependents, and during the period of his consulting
agreement, the use of a car and up to $1,500 in annual
maintenance fees therefor, and $2,400 annual membership dues at a
business club and reimbursement of business entertainment
expenses of up to $2,000 per year at the club. The Consulting
Agreement ran for the period of 12 months and was subject to
annual review by the Company. This Agreement was not renewed for
1997. Under the Deferred Compensation Agreement, Mr. Ross, or his
heirs, received deferred payment for services previously rendered
in the amount of $60,000 for 1996, and will receive $31,000 for
each year thereafter until Mr. Ross reaches age 70.
DEFINED BENEFIT PENSION RETIREMENT PLAN
Since 1988, the Company had maintained a Defined Benefit Pension
Retirement Plan (the "Defined Benefit Plan") for all full-time
employees meeting minimum age and service requirements. At the
later of age 65 or the fifth year of participation, participants
are entitled to accrued monthly pension benefits computed under a
final average pay formula equal to 75% of average monthly
compensation, up to a maximum of $50,000 per year, reduced
proportionately for each year of service less than ten. The non-
forfeitable right of an employee to pension benefits accrues
after a three year period of employment. Benefits are not reduced
by Social Security payments or by payments from other sources.
The Defined Benefit Plan is funded through Company contributions
and benefits are payable under one of several payment options
including lifetime annuity and lump sum settlement. With regard
to persons named in the compensation table above, Mr. Grum's
benefits are not fully vested. This plan was terminated in
September 1996.
DIRECTOR COMPENSATION
During 1996, under the Company's standard compensation
arrangements with directors, each non-employee director received
an annual fee of $1,000 plus $750 for attendance at each meeting
of the Board of Directors and $250 for each meeting of a
Committee not held on the same day as a Board meeting, and the
Chairman of the Board, Mr. Newman, received an annual fee of
$2,500 plus $750 for attendance at Board meetings.
STOCK OPTIONS/STOCK APPRECIATION RIGHTS
Restrictions imposed on registered investment companies by the
1940 Act preclude the Company from offering stock options or
stock appreciation rights incentive packages to its employees.
The Company does not have any other forms of restricted stock or
employee share benefit plans.
SECTION SIXTEEN (A) BENEFICIAL OWNERSHIP COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own
more than ten percent of the Company's stock, to file with the
Securities and Exchange Commission initial reports of stock
ownership and reports of changes in stock ownership. Reporting
persons are required by SEC regulations to furnish the Company
with all Section 16(a) reports they file.
To the Company's knowledge, based solely on review of the copies
of such reports furnished to the Company and written
representations that no other reports were required, all Section
16(a) filing requirements applicable to its officers, directors
and greater than ten percent beneficial owners were complied with
during the fiscal year ended December 31, 1996, except that one
report covering one transaction was filed late by Donald A. Ross,
a Director of the Company.
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE
The Company has an insurance policy from American Alliance
Company that indemnifies (i) the Company for any obligation
incurred as a result of the Company's indemnification of its
directors and officers under the provisions of the New York
Business Corporation Law and the Company's Bylaws, and (ii) the
Company's directors and officers as permitted under the New York
Business Corporation Law and the Company's Bylaws. The policy
covers all directors and officers of the Company for the 12
months ending December 1997 for a total premium of $91,386. No
sums have been paid to the Company or its officers or directors
under the insurance contract.
2. PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED COMMON SHARES FROM
7,000,000 TO 10,000,000
The proposed amendment to Paragraph 4 of the Company's
Certificate of Incorporation (the "Certificate") would increase
the number of Common Shares that the Company is authorized to
issue from 7,000,000 to 10,000,000. Except for the increase in
the number of shares authorized, the Company's Common Shares
would not be affected in any manner by the proposed amendment. As
of March 13, 1997, there were 5,708,034 Common Shares
outstanding, so that only 1,291,966 shares remained authorized
and available for issuance.
The Board believes that it is desirable to have the additional
authorized shares of Common Stock available for stock splits,
dividends, possible future financings, acquisitions and other
general corporate purposes, although the Company has no specific
plans with respect to taking any such action.
Except as indicated above, the additional shares would be
issuable at the Board's discretion without the need for further
shareholder action provided that any such shares are issued for
consideration equal to or in excess of per share net asset value
or as otherwise permitted by Section 23 of the 1940 Act.
Although the present beneficial ownership of the company's
outstanding Common Shares and the Company's status as a
registered investment company would make the possibility of an
attempted hostile or unfriendly takeover unlikely, and although
the Board has no present intention of doing so, additional
authorized and unissued Common Shares could be used in one or
more transactions which could make more difficult, and therefore
less likely, a takeover of the Company. Any such issuance of
additional Common Shares could have the effect of diluting the
stock ownership of persons seeking control of the Company. The
possibility for such dilution would have a deterrent effect on
persons seeking to acquire control without purchasing 100% of the
outstanding shares and, therefore, would afford protection
against such persons. The Board also could, although it has no
present intention of doing so, authorize the issuance of Common
Shares to a holder who might thereby obtain sufficient voting
power to assure that any proposal to effect certain business
combinations would not receive the shareholder approval required
under New York law. Accordingly, the power to issue additional
Common Shares would enable the Board of Directors to make it more
difficult to replace incumbent directors and to accomplish
business combinations opposed by the incumbent Board of
Directors.
Pursuant to the Certificate, shareholders are not entitled to
preemptive or other rights to subscribe for Common Shares that
may be issued in the future.
The proposed amendment to the Certificate would be reflected in
Paragraph 4 of the Certificate, as detailed in Appendix A.
The favorable vote of the holders of a majority of all
outstanding Common Shares entitled to vote at the meeting is
required for approval of the proposed amendment of the
Certificate to increase the authorized number of Common Shares.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE
PROPOSED AMENDMENT TO THE CERTIFICATE.
3. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected the firm of Deloitte &
Touche LLP, Buffalo, New York, as the independent auditors to
examine the accounts of the Company for the 1997 fiscal year,
subject to ratification by the shareholders at the annual
meeting. The directors approving such selection included a
majority of the Company's directors who are not "interested
persons" of the Company as defined in the 1940 Act. Deloitte &
Touche LLP audited the accounts of the Company for the 1996
fiscal year.
A representative of Deloitte & Touche LLP is expected to be
present at the annual meeting of shareholders and will be
available to respond to appropriate questions and will be given
an opportunity to make a statement if he so desires.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF
THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT
AUDITORS OF THE COMPANY FOR THE 1997 FISCAL YEAR.
4. OTHER BUSINESS
The Company does not know of any other matters to come
before the meeting. However, if any other matters properly come
before the meeting, it is the intention of the persons designated
as proxies to vote in accordance with their best judgment on such
matters.
SHAREHOLDER PROPOSALS FOR THE 1998 ANNUAL MEETING
Shareholder proposals intended to be presented at the 1998
Annual Meeting of Shareholders must be received at the Company's
offices not later than December 5, 1997, to be included in the
Company's proxy statement and form of proxy for that meeting.
By Order of the Board of Directors,
Reginald B. Newman II
Chairman of the Board
March 20, 1997
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS
ARE URGED TO SIGN, DATE AND RETURN THE PROXY IN THE ENCLOSED
ENVELOPE, TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE
UNITED STATES. IF YOU ATTEND THE MEETING YOU MAY, IF YOU WISH,
WITHDRAW YOUR PROXY AND VOTE IN PERSON.
Appendix A
CERTIFICATE OF AMENDMENT of the CERTIFICATE OF INCORPORATION
Under Section 805 of the Business Corporation Law
Pursuant to the provisions of Section 805 of the Business
Corporation Law, the undersigned, Allen F. Grum, and Robin K.
Penberthy, being respectively the President and the Secretary and
Treasurer of Rand Capital Corporation, do hereby certify as
follows:
1. The name of the corporation is RAND CAPITAL CORPORATION.
2. The Certificate of Incorporation of the corporation was
filed by the Department of State of the State of New York on
February 24, 1969.
3. The Certificate of Incorporation of the corporation is
hereby amended to increase the aggregate number of shares of
Common Stock which the corporation shall have the authority
to issue from 7,000,000, par value $.10 per share, to
10,000,000, par value $.10 per share. Except for the
increase in the number of shares authorized, the
corporation's common stock, par value $.10 per share, will
not be affected in any manner by such amendment. The 500,000
shares of Preferred Stock, par value, $10.00 per share, that
the corporation is authorized to issue (none of which have
been issued), will not be affected by such amendment. To
effect such amendment, Paragraph 4 (a) of the Certificate of
Incorporation is hereby amended to read in its entirely as
follows:
"4(a). The aggregate number of shares which the corporation
shall have the authority to issue is TEN MILLION FIVE
HUNDRED THOUSAND (10,500,000) shares, of which FIVE HUNDRED
THOUSAND (500,000) shall be Preferred Stock, par value
$10.00 per share, and TEN MILLION (10,000,000) shall be
Common Stock, par value $.10 per share."
4. The foregoing amendment of the Certificate of Incorporation
was authorized by the affirmative vote of the Board of
Directors of the corporation followed by the affirmative
vote of the holders of a majority of all outstanding common
shares of the corporation entitled to vote thereon at a
meeting of the shareholders duly called and held on the 17th
day of April 1997.
IN WITNESS THEREOF, the undersigned have signed this
Certificate and affirmed the statements made herein as true under
penalties of perjury this _______day of ________________, 1997.
___________________________ _______________________
Allen F. Grum Robin K. Penberthy
President Secretary and Treasurer
Rand Capital Corporation
2200 Rand Building
Buffalo, New York 14203
Tel: 716-853-0802
Fax: 716-854-8480
Email: pgrum@randcap.com
How to Apply for Funds: Rand Capital Corporation
To help applicants for investment funds, we are pleased to
reprint in full the eight subjects we would prefer to be included
in investment applications. Please send this information to us so
that we may study it before arranging a personal meeting to
discuss the investment:
1. History of company, nature of business or service and
main products; Standard Industrial Classification (SIC)
number of the industry; number of employees.
2. Biographical sketches of all executives, key personnel,
directors and major stockholders; signed personal
statement of net worth for each principal.
3. Personal, business and technical references.
4. Financial statement for the past five years, preferable
audited.
5. Amount requested, and proposed use of funds; growth
projections.
6. Names of principal suppliers and customers.
7. Analysis of the market and industry, method of
distribution, and competition.
8. Samples of promotional or descriptive literature on
products or services offered.
[Form of Proxy - Side One]
RAND CAPITAL CORPORATION
2200 Rand Building, Buffalo, New York 14203
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Jayne K. Rand and Allen F. Grum
as proxies, each with the power to appoint his/her substitute,
and hereby authorizes them to represent and to vote as designated
below all the shares of Common Stock of Rand Capital Corporation
(the "Company") held of record by the undersigned at the annual
meeting of shareholders to be held on April 17, 1997 or any
adjournment thereof
1. ELECTION OF DIRECTORS: Election of T.R. Beecher, Jr., A.F.
Grum, L.F. Kahl, R.B. Kenzie, W.S. McLeese, R.B. Newman II, J.K.
Rand, and F. W. Winter
[ ] FOR all nominees (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY for all nominees
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below)
2. AMENDMENT Of CERTIFICATE OF INCORPORATION to increase the
authorized common shares from 7,000,000 to 10,000,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. APPOINTMENT OF DELOITTE & TOUCHE, LLP as the independent
public accountants for the Company for 1997
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Please date and sign on the reverse side)
[Form of Proxy - side Two]
4. 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 SHAREHOLDER. IF NO DIRECTION
IS MADE, THE PROXY WILL BE VOTED FOR PROPOSALS 1, 2, AND 3.
DATE: _____________________________
____________________________
Signature
____________________________
Signature if held jointly
Please sign exactly as
names appear to the left.
When signing as a
Trustee, Executor or
Administrator, or
Guardian, give title as
such. All joint owners
should sign. If a
corporation, please sign
in full corporate name by
authorized officer,
giving title. If a
partnership, please sign
in partnership name by
authorized persons.
PLEASE DATE, SIGN AND RETURN IN THE ENCLOSED ENVELOPE