-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K81Hf49pv2OU1CPA/zDiqBYsl8KVD9xJZoKlOkI+TpJTEkyeIRVRdp3nSvOnB2TA ScVdbrNdvb1UH5tB0jFMog== 0001181431-10-024595.txt : 20100505 0001181431-10-024595.hdr.sgml : 20100505 20100505172225 ACCESSION NUMBER: 0001181431-10-024595 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100505 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100505 DATE AS OF CHANGE: 20100505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQUUS TOTAL RETURN, INC. CENTRAL INDEX KEY: 0000878932 IRS NUMBER: 760345915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-00098 FILM NUMBER: 10802988 BUSINESS ADDRESS: STREET 1: EIGHT GREENWAY PLAZA STREET 2: SUITE 930 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 7135290900 MAIL ADDRESS: STREET 1: EIGHT GREENWAY PLAZA STREET 2: SUITE 930 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: EQUUS II INC DATE OF NAME CHANGE: 19970422 8-K 1 rrd274523.htm PRESS RELEASE U

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2010

Equus Total Return, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

0-19509 76-0345915

(Commission File Number) (I.R.S. Employer Identification No.)

Eight Greenway Plaza, Suite 930, Houston, Texas 77046

(Address of principal executive offices, zip code)

Registrant's telephone number, including area code: (713) 529-0900

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[x] Definitive additional materials

[ ] Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange act (17 CFR 240.13e-4(c))

 

 

Item 8.01. Other Events.

On May 4, 2010, Equus Total Return, Inc. issued a press release regarding the commencement of legal proceedings to collect from a portfolio company. The text of the press release is included as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

On May 5, 2010, Equus Total Return, Inc. issued a press release commenting on the reports issued by Glass Lewis & Co., and RiskMetrics Group, the leading independent proxy voting and corporate governance advisory firms. The text of the press release is included as Exhibit 99.2 to this Current Report and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release, dated May 4, 2010.

99.2 Press Release, dated May 5, 2010.

 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                 
       

EQUUS TOTAL RETURN, INC.

     

Dated: May 5, 2010

 

By:

 

/s/ L'Sheryl D. Hudson

           

L'Sheryl D. Hudson

Sr. Vice President, Chief Financial Officer, and Chief Compliance Officer

 

EX-99.1 2 rrd274523_32036.htm PRESS RELEASE

 

Contacts:

Jamie Tully/Jonathan Doorley
Sard Verbinnen & Co
(212) 687-8080

EQUUS COMMENCES LEGAL PROCEEDINGS TO COLLECT ON

TRULITE LOAN

Proxy Advisory Firms Note Conflict of Interest with Douglass Committee Nominees; Equus Urges Shareholders to Vote the WHITE Proxy Card Today

HOUSTON, TX - May 4, 2010 - Equus Total Return, Inc. (NYSE: EQS) ("Equus" or the "Fund") today announced that it has filed a claim to collect $2.5 million owing from Trulite, Inc. ("Trulite"), a portfolio company of Equus that is led by three members of the "Committee to Enhance Equus"/(Douglass Committee). Trulite defaulted on the loan on January 26, 2010 and currently owes Equus the principal amount of $2.3 million plus $200,000 in accumulated interest.

The loan to Trulite was originated by Paula Douglass, who until March 2010 had been an officer of the Fund and a member of the Fund's Investment Committee. Despite the fact that Paula Douglass, Jonathan Godshall and John White, the vice chairman and chairman of Trulite, respectively, are on the Board of Directors of Trulite, they have been nominated for directors at Equus by the Douglass Committee, which is waging a costly proxy contest to regain control of the Fund for Paula Douglass and her husband, Sam Douglass.

The conflict has been pointed out by two independent proxy advisory firms, which recently noted the following:

"With respect to the Dissident's [Douglass Committee's] non-incumbent nominees, Messrs. Godshall and White serve as the vice chairman and chairman, respectively, of Trulite, Inc. ("Trulite"), one of Equus' portfolio companies. Paula Douglass originated a $2.3 million loan to Trulite, on which Trulite defaulted and upon which the Company [Equus] took action to collect on April 23, 2010. We believe these issues raise questions about whether certain of the [Douglass Committee's] non-incumbent nominees may take actions or have interests that are not aligned with, or may, in fact, be inimical to, the interests of shareholders."

- Glass Lewis & Co., April 28, 2010 (Bracketed language and underline emphasis added)

 

"Another issue we have regarding this [Douglass Committee's] slate has to do with the presence of two Trulite affiliated nominees, Jonathan Godshall and John White. We agree that conflicts of interest could arise through their presence on the board given Trulite's default on the..debt it owes to Equus."

- RiskMetrics Group, May 4, 2010 (Bracketed language added)

 

Richard Bergner, Chairman of Equus, stated: "Despite repeated promises by Trulite, it has failed to repay its obligation to Equus in a timely manner so we are continuing to take the necessary steps to collect what is owed to Equus' shareholders. Instead of pressing for collection and recovery of this failed investment, Sam and Paula Douglass - through the Douglass Committee - have instead sought to appoint Messrs. Godshall and White as well as Paula Douglass to Equus' Board of Directors. This is a serious potential conflict of interest for the Douglass Committee."

 

Equus' urges shareholders to protect their investment in the Fund by voting their WHITE proxy card today. Shareholders needing assistance in voting their WHITE proxy card can call Georgeson Inc., toll-free at 866-821-2606 (banks and brokerage firms should call 212-440-9800), or email equus@georgeson.com. Shareholders also can find additional materials on the annual meeting and how to vote on the Fund's website at www.equuscap.com.

About Equus
The Fund is a business development company that trades as a closed-end fund on the New York Stock Exchange, under the symbol "EQS." Additional information on the Fund may be obtained from the Fund's website at www.equuscap.com.

This press release may contain certain forward-looking statements regarding future circumstances. These forward-looking statements are based upon the Fund's current expectations and assumptions and are subject to various risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements, including, in particular, the risks and uncertainties described in the Fund's filings with the Securities and Exchange Commission. Actual results, events, and performance may differ. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as to the date hereof. The Fund undertakes no obligation to release publicly any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The inclusion of any statement in this letter does not constitute an admission by the Fund or an y other person that the events or circumstances described in such statements are material.

Important Information

The Fund filed a definitive proxy statement concerning the 2010 Annual Meeting of Stockholders with the United States Securities and Exchange Commission ("SEC") on April 12, 2010. The Fund has also filed other relevant documents with the SEC. The Fund advises stockholders to read the definitive proxy statement, as well as the other relevant documents filed with the SEC, because they contain important information about the election of directors and any other matters to be presented at the 2010 Annual Meeting of Stockholders. Stockholders may obtain free copies of the definitive proxy statement and the other documents the Fund files with the SEC at the SEC's website at www.sec.gov. They may also access a copy of the Fund's definitive proxy statement by accessing www.equuscap.com. In addition, stockholders may obtain a free copy of the definitive proxy statement and the other related documents by contacting Georgeson Inc. by telephone toll-free at 866-821-2606 (banks and brokerage firms should ca ll 212-440-9800), or by email at equus@georgeson.com.

The Fund, its directors, some of its executive officers and certain other of its employees are participants in the solicitation of proxies in respect of the matters to be considered at the 2010 Annual Meeting of Stockholders. Information about the participants is set forth in the definitive proxy statement. Information about the participants' direct or indirect interests in the matters to be considered at the annual meeting is also contained in the proxy statement referred to above.

EX-99.2 3 rrd274523_32037.htm PRESS RELEASE Contacts:

 

Contacts:

Jamie Tully/Jonathan Doorley
Sard Verbinnen & Co
(212) 687-8080

GLASS LEWIS, A LEADING PROXY ADVISORY FIRM, RECOMMENDS THAT EQUUS SHAREHOLDERS VOTE ON THE WHITE PROXY CARD

Glass Lewis and RiskMetrics Note Conflicts of Interest

and Lack of a Viable Plan with Douglass Committee Nominees

HOUSTON, TX - May 5, 2010 - Equus Total Return, Inc. (NYSE: EQS) ("Equus" or the "Fund") today commented on the reports issued by Glass Lewis & Co., and RiskMetrics Group, the leading independent proxy voting and corporate governance advisory firms. Here are some of the highlights of their reports:

 

  1. THE TRULITE CONFLICTS:

Glass Lewis

  • "With respect to the Dissident's [Douglass Committee's] non-incumbent nominees, Messrs. Godshall and White serve as the vice chairman and chairman, respectively, of Trulite, Inc. ("Trulite"), one of Equus' portfolio companies. Paula Douglass originated a $2.3 million loan to Trulite, on which Trulite defaulted and upon which the Company [Equus] took action to collect on April 23, 2010. We believe these issues raise questions about whether certain of the [Douglass Committee's] non-incumbent nominees may take actions or have interests that are not aligned with, or may, in fact, be inimical to, the interests of shareholders."
    • Glass Lewis & Co., April 28, 2010 (Bracketed language added)

RiskMetrics

  • "Another issue we have regarding this [Douglass Committee's] slate has to do with the presence of two Trulite affiliated nominees, Jonathan Godshall and John White. We agree that conflicts of interest could arise through their presence on the board given Trulite's default on the..debt it owes to Equus."
    • RiskMetrics Group, May 4, 2010 (Bracketed language added)

 

 

 

  1. THE DOUGLASS COMMITTEE NOMINEES' LACK OF A VIABLE PLAN:

Glass Lewis

  • "The Dissident [Douglass Committee] does not, to our knowledge, codify a specific plan for the Company going forward."
    • Glass Lewis & Co., April 28, 2010 (Bracketed language added)

RiskMetrics

  • "...we believe that [The Douglass Committee] have not presented a viable plan to effect positive change at the company.
    • RiskMetrics Group, May 4, 2010 (Bracketed language added)

"We are gratified but not surprised that Glass Lewis and RiskMetrics both cited the conflicts presented by the three Trulite Directors being part of the Douglass Committee slate and the Committee's lack of a plan to increase shareholder value," said Richard Bergner, Chairman of the Fund. "We believe these are just a few of the many reasons that Equus shareholders should support change at the Fund and reject the Douglass Committee nominees. Even if shareholders have previously voted on the gold proxy card supplied by the Douglass Committee, they can still support the new direction of the Fund by heeding Glass Lewis' recommendation and voting the WHITE proxy card today."

TO ENSURE THAT YOUR VOTE IS RECEIVED IN TIME, WE ENCOURAGE YOU TO CAST YOUR VOTE USING THE INTERNET OR TELEPHONE BY FOLLOWING THE INSTRUCTIONS PROVIDED ON THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION FORM. YOU CAN ALSO FIND ADDITIONAL ADDITIONAL MATERIALS ON THE ANNUAL MEETING AT WWW.EQUUSCAP.COM.

 

Shareholders who have questions or require assistance in voting the WHITE proxy card, or need additional copies of the Fund's proxy materials, can call Georgeson Inc. toll-free at 866-821-2606 (banks and brokerage firms should call 212-440-9800), or email equus@georgeson.com.

 

About Equus
The Fund is a business development company that trades as a closed-end fund on the New York Stock Exchange, under the symbol "EQS." Additional information on the Fund may be obtained from the Fund's website at www.equuscap.com.

This press release may contain certain forward-looking statements regarding future circumstances. These forward-looking statements are based upon the Fund's current expectations and assumptions and are subject to various risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements, including, in particular, the risks and uncertainties described in the Fund's filings with the Securities and Exchange Commission. Actual results, events, and performance may differ. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as to the date hereof. The Fund undertakes no obligation to release publicly any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The inclusion of any statement in this letter does not constitute an admission by the Fund or any other person that the events or circumstances described in such statements are material.

Important Information

The Fund filed a definitive proxy statement concerning the 2010 Annual Meeting of Stockholders with the United States Securities and Exchange Commission ("SEC") on April 12, 2010. The Fund has also filed other relevant documents with the SEC. The Fund advises stockholders to read the definitive proxy statement, as well as the other relevant documents filed with the SEC, because they contain important information about the election of directors and any other matters to be presented at the 2010 Annual Meeting of Stockholders. Stockholders may obtain free copies of the definitive proxy statement and the other documents the Fund files with the SEC at the SEC's website at www.sec.gov. They may also access a copy of the Fund's definitive proxy statement by accessing www.equuscap.com. In addition, stockholders may obtain a free copy of the definitive proxy statement and other related documents by contacting Georgeson Inc. by telephone toll-free at 866-821-2606 (banks and brokerage firms should call 2 12-440-9800), or by email at equus@georgeson.com.

The Fund, its directors, some of its executive officers and certain other of its employees are participants in the solicitation of proxies in respect of the matters to be considered at the 2010 Annual Meeting of Stockholders. Information about the participants is set forth in the definitive proxy statement. Information about the participants' direct or indirect interests in the matters to be considered at the annual meeting is also contained in the proxy statement referred to above.

Note: Permission to use quotations from RiskMetrics Group and Glass Lewis & Co. was neither sought nor obtained.

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