SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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))
☐ Definitive
Proxy Statement
☒
Definitive Additional Materials
☐
Soliciting Material Pursuant to § 240.14a-12
CROSSROADS
CAPITAL, INC.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement if other than the Registrant
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Payment
of Filing Fee (Check the appropriate box)
☒
No
fee required
☐ 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:__________________.
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3)
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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):______________.
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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:___________.
EXPLANATORY
NOTE
On
April 17, 2017, Crossroads Capital, Inc. (“Crossroads”) filed definitive proxy statements with the U.S. Securities
and Exchange Commission in connection with Crossroads’ upcoming 2017 Annual Meeting of Stockholders and Special Meeting
of Stockholders. Both meetings of stockholders are to be held on June 2, 2017. On April 24, 2017 the following additional definitive
materials have been mailed to stockholders as part of the solicitation of proxies.
THIS
LETTER IS EXTREMELY IMPORTANT TO YOUR
SHAREHOLDINGS
You
are receiving
TWO
sets of proxy materials from Crossroads Capital, Inc. for stockholder meetings to occur on June 2, 2017.
One meeting will be a special meeting and the other will be an annual meeting. You must vote for each meeting separately.
Please
vote both enclosed proxies
.
At
the annual meeting, we will ask our stockholders to elect three director nominees and to ratify the selection of Tait, Weller
& Baker, LLP as Crossroads’ independent registered public accountant for the 2017 fiscal year.
At
the special meeting, we will ask our shareholders to approve a plan of liquidation so that Crossroads may convert into a liquidating
trust and ultimately distribute to stockholders all our assets as cash.
We
ask that you
please vote both proxies
by either:
(i)
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returning
the enclosed proxy cards in the pre-paid, self-addressed envelope provided;
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(ii)
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calling
toll-free at 1-800-690-6903; or
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(iii)
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using
the website of our proxy tabulator at
www.proxyvote.com
as indicated on
the proxy cards.
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Please
see the enclosed materials for additional information and voting instructions concerning these important matters.
CROSSROADS
CAPITAL, INC.
128
N. 13
th
Street, #1100
Lincoln,
Nebraska 68508
Dear Stockholder of Crossroads Capital, Inc.:
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April 24, 2017
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On
Friday, June 2
nd
, 2017 we will be holding two stockholder meetings at our offices in Lincoln, Nebraska. The first meeting
will be Crossroads’ annual meeting, which will be immediately followed by a special meeting. Enclosed are proxy cards and
proxy statements that contain important information about the matters to be presented for a vote at each meeting.
The
special meeting is the culmination of almost two years of work since a new board of directors was elected in July 2015 as a result
of a proxy contest conducted by Bulldog Investors, a group of investment partnerships managed by Phil Goldstein and me.
Since
then, Crossroads’ new board has been seeking to eliminate the large discount to net asset value at which Crossroads’
shares have been trading for many years through a combination of expense reductions and sales of portfolio investments. We have
sought to generate cash to return to stockholders and, if all matters are approved at the special meeting, the first cash distribution
is anticipated to be no less than $1.60 per share.
At
the special meeting, we are seeking stockholder approval to authorize a plan of liquidation. The performance of Crossroads’
legacy investments, all originally made by prior management, has been disappointing. As Crossroads’ largest investor, Bulldog
Investors has felt that pain. However, we believe that approving the plan of liquidation will eventually result in eliminating
Crossroads’ discount to net asset value and maximize stockholder value.
If
stockholders approve the plan and an initial $1.60 per share distribution is made, your shares will be converted into
non-transferable
units of a liquidating trust with approximately $3.8 million in cash and $7.96 million in fair valued securities (as of
December 31, 2016). The trustees and administrator of the new liquidating trust entity will essentially be the same team that
has overseen and managed the Fund since December 2015. We intend to continue to diligently shepherd the liquidation process until
the trust’s final wrap up and dissolution. While the size and timing of remaining distributions is unpredictable, we will
be mindful of expenses and diligent in our efforts to maximize value in a timely fashion.
We
ask that you vote both the enclosed proxy cards today. The Board of Directors has recommended that you vote FOR all proposals
at both meetings.
Should
you have any questions, please don’t hesitate to call us at (402) 261-5345. Thank you for your support.
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Sincerely,
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Andrew
Dakos
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Chairman
of the Board of Directors
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Crossroads Capital, Inc. (NASDAQ:XRDC)
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