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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to____________
Commission file number 0-24412
MACC Private Equities Inc.
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(Exact name of registrant as specified in its charter)
Delaware 42-1421406
--------------------------------------------- --------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
101 Second Street SE, Suite 800, Cedar Rapids, Iowa 52401
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(Address of principal executive offices)
(Zip Code)
(319) 363-8249
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed since last report)
Please indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
At April 30, 2001, the registrant had issued and outstanding 2,329,255
shares of common stock.
Page 1 of 19
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INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements Page
----
Condensed Consolidated Balance
Sheets at March 31, 2001 (Unaudited),
and September 30, 2000................................................ 3
Condensed Consolidated Statements of
Operations (Unaudited) for the three
months ended March 31, 2001, and
March 31, 2000, and the six months
ended March 31, 2001 and March 31, 2000............................... 4
Condensed Consolidated Statements of
Cash Flows (Unaudited) for the six
months ended March 31, 2001, and
the six months ended March 31, 2000................................... 5
Notes to Condensed Consolidated
Financial Statements.................................................. 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results Of Operations...................... 7
Item 3. Quantitative and Qualitative
Disclosure About Market Risk.......................................... 11
PART II. OTHER INFORMATION.............................................................. 13
Item 2. Changes in Securities................................................. 13
Item 4. Submission of Matters to a
Vote of Security Holders.............................................. 13
Item 6. Exhibits and Reports on Form 8-K...................................... 14
Signatures............................................................ 15
EXHIBIT INDEX........................................................................... 16
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PART 1 -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MACC PRIVATE EQUITIES INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, September 30,
2001 2000
(Unaudited)
------------ -------------
Assets
Loans and investments in portfolio securities at market
or fair value, cost of $38,306,418;
$36,965,143 at September 2000 $ 36,775,120 41,032,116
Cash and money market accounts 2,338,628 3,767,188
U.S. treasury bills, at cost, which approximates market 2,723,215 --
Certificates of deposit 330,303 399,999
Other assets, net 1,870,697 1,408,163
------------ ----------
Total assets $ 44,037,963 46,607,466
============ ==========
Liabilities and stockholders' equity
Liabilities:
Debentures payable, net of discount $ 20,324,193 20,320,922
Incentive fees payable 180,816 118,164
Accrued interest 291,247 242,424
Accounts payable and other liabilities 132,606 280,387
------------ ----------
Total liabilities 20,928,862 20,961,897
------------ ----------
Net assets:
Common stock, $.01 par value per share;
authorized 4,000,000 shares;
issued and outstanding 2,329,255 shares 23,293 23,293
Additional paid-in-capital 17,186,507 16,506,507
Net investment income 296,544 415,889
Net realized gain on investments 6,924,660 4,530,191
Unrealized (depreciation) appreciation on investments (1,321,903) 4,169,689
------------ ----------
Total net assets 23,109,101 25,645,569
------------ ----------
Total liabilities and net assets $ 44,037,963 46,607,466
============ ==========
Net assets per share $ 9.92 11.01
============ ==========
See accompanying notes to unaudited condensed consolidated financial statements.
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MACC PRIVATE EQUITIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
For the three For the three For the six For the six
months ended months ended months ended months ended
March 31, March 31, March 31, March 31,
2001 2000 2001 2000
-------------- ------------- -------------- --------------
Investment income:
Interest $ 585,112 460,597 1,186,979 964,274
Dividends 174,146 141,593 375,844 180,675
Processing fees 35,051 32,724 38,915 84,597
Other -- 1,222 1,000 3,164
----------- --------- ---------- ----------
Total income 794,309 636,136 1,602,738 1,232,710
----------- --------- ---------- ----------
Operating expenses:
Interest expenses 449,967 313,130 894,670 619,206
Management fees 266,143 235,220 532,286 470,440
Professional fees 29,913 38,864 55,018 69,166
Other 107,753 115,638 170,110 172,228
----------- --------- ---------- ----------
Total operating expenses 853,776 702,852 1,652,084 1,331,040
----------- --------- ---------- ----------
Investment expense, net before tax expense (59,467) (66,716) (49,346) (98,330)
Income tax expense (70,000) -- (70,000) --
----------- --------- ---------- ----------
Investment expense, net (129,467) (66,716) (119,346) (98,330)
----------- --------- ---------- ----------
Realized and unrealized (loss) gain on investments:
Net realized gain on investments 1,656,532 -- 3,083,967 173,489
Net change in unrealized depreciation/
appreciation on investments (2,075,413) 810,779 (5,491,591) 720,054
----------- --------- ---------- ----------
Net (loss) gain on investments
before income tax expense (418,881) 810,779 (2,407,624) 893,543
Income tax expense (680,000) -- (680,000) --
----------- --------- ---------- ----------
Net (loss) gain on investments (1,098,881) 810,779 (3,087,624) 893,543
----------- ----------- ----------- ----------
Net change in net assets
from operations $(1,228,348) 744,063 (3,206,970) 795,213
=========== =========== =========== ==========
See accompanying notes to unaudited condensed consolidated financial statements.
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MACC PRIVATE EQUITIES INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the six For the six
months ended months ended
March 31, March 31,
2001 2000
------------ -------------
Cash flows from operating activities:
(Decrease) increase in net assets from operations $(3,206,970) 795,213
----------- -----------
Adjustments to reconcile (decrease) increase in net assets from operations
to net cash used in operating activities:
Net realized and unrealized loss (gain) on investments 3,087,624 (893,543)
Change in accrued interest, incentive fees payable,
accounts payable and other liabilities 26,047 (869,441)
Other (46,608) 180,150
----------- -----------
Total adjustments 3,067,063 (1,582,834)
----------- -----------
Net cash used in operating activities (139,907) (787,621)
----------- -----------
Cash flows from investing activities:
Proceeds from disposition of and payments on
loans and investments in portfolio securities 4,542,906 35,713
Purchases of loans and investments in
portfolio securities (3,068,542) (8,673,695)
Proceeds from disposition of short-term investments -- 5,782,133
Purchases of short-term investments (740,875) (99,000)
----------- -----------
Net cash provided by (used in) investing activities 733,489 (2,954,849)
----------- -----------
Cash flows from financing activities:
Proceeds from debt issuance -- 1,500,000
Payments for fractional shares in connection with stock split (9,498) (11,152)
Payments for debt issuance and commitment fees (100,000) (37,500)
----------- -----------
Net cash (used in) provided by financing activities (109,498) 1,451,348
----------- -----------
Net increase (decrease) in cash and cash equivalents 484,084 (2,291,122)
Cash and cash equivalents at beginning of period 4,167,187 5,065,309
----------- -----------
Cash and cash equivalents at end of period $ 4,651,271 2,774,187
=========== ===========
Supplemental disclosure of cash flow information -
Cash paid during the period for interest $ 792,640 570,724
=========== ===========
Supplemental disclosure of noncash investing and financing information -
Assets received in exchange of securities $ 2,141,464 262,614
=========== ===========
See accompanying notes to unaudited condensed consolidated financial statements.
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MACC PRIVATE EQUITIES INC.
Notes to Unaudited Condensed Consolidated Financial Statements
(1) Basis of Presentation
The accompanying unaudited consolidated financial statements include
the accounts of MACC Private Equities Inc. (Equities) and its wholly-owned
subsidiary MorAmerica Capital Corporation (MACC) which have been prepared in
accordance with accounting principles generally accepted in the United States of
America for investment companies. All material intercompany accounts and
transactions have been eliminated in consolidation.
The financial statements included herein have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and instructions to Form 10-Q and
Article 6 of Regulation S-X. The financial statements should be read in
conjunction with the consolidated financial statements and notes thereto of MACC
Private Equities Inc. and its Subsidiary as of and for the year ended September
30, 2000. The information reflects all adjustments consisting of normal
recurring adjustments which are, in the opinion of management, necessary for a
fair presentation of the results of operations for the interim periods. The
results of the interim period reported are not necessarily indicative of results
to be expected for the year. The balance sheet information as of September 30,
2000 has been derived from the audited balance sheet as of that date.
(2) Common Stock
During the quarter ended March 31, 2001, MACC declared a 20% stock
split effected in the form of a stock dividend resulting in the issuance of
387,376 shares of Common stock to its shareholders. Cash of $9,498.10 was paid
for fractional shares. The September 30, 2000 net assets per share is computed
as if the stock dividend occurred at that date.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This section contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 (the "1995
Act"). Such statements are made in good faith by MACC pursuant to the
safe-harbor provisions of the 1995 Act, and are identified as including terms
such as "may," "will," "should," "expects," "anticipates," "estimates," "plans,"
or similar language. In connection with these safe-harbor provisions, MACC has
identified in its Annual Report to Shareholders for the fiscal year ended
September 30, 2000, important factors that could cause actual results to differ
materially from those contained in any forward-looking statement made by or on
behalf of MACC, including, without limitation, the high risk nature of MACC's
portfolio investments, any failure to achieve annual investment level
objectives, changes in prevailing market interest rates, and contractions in the
markets for corporate acquisitions and initial public offerings. MACC further
cautions that such factors are not exhaustive or exclusive. MACC does not
undertake to update any forward-looking statement which may be made from time to
time by or on behalf of MACC.
RESULTS OF OPERATIONS
Second Quarter and Six Months Ended March 31, 2001, Compared to Second
Quarter and Six Months Ended March 31, 2000
MACC's investment income includes income from interest, dividends and
fees. Net investment income represents total investment income minus operating
and interest expenses, net of applicable income taxes. The main objective of
portfolio company investments is to achieve capital appreciation and realized
gains in the portfolio. These are not included in net investment income.
However, another one of MACC's on-going goals is to achieve net investment
income and increased earnings stability. In this regard, a significant
proportion of new portfolio investments are structured so as to provide a
current yield through interest or dividends. MACC also earns interest on
short-term investments of cash.
During the current year, second quarter total investment income of
$794,309 was approximately 25% higher than total investment income of $636,136
for the prior year second quarter. In the current year second quarter as
compared to the prior year second quarter, interest income increased $124,515,
dividend income increased $32,553, processing fees increased $2,327 and other
income decreased $1,222. The increase in interest income is primarily due to a
$6,830,456, or 44%, increase in MACC's interest-earning portfolio investments
that are structured as subordinated debentures during the prior fiscal year. The
receipt of dividend income is based primarily on the performance of the limited
liability companies in MACC's portfolio and the timing of when these companies
make distributions. In the current year second quarter and in the prior year
second quarter dividends were received on four portfolio companies.
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During the current year six-month period, total income of $1,602,738
was an increase of $370,028, or 30%, over total income of $1,232,710 in the
prior year six-month period. For the current year six-month period as compared
to the prior year six-month period, interest income increased to $1,186,979 from
$964,274, dividend income increased to $375,844 from $180,675 and processing fee
income decreased to $38,915 from $84,597. The increase in interest income is
primarily due to the growth in MACC's interest bearing portfolio investments and
the interest received from these investments. In the current year six-month
period dividends were received on eight portfolio companies as compared to
dividends received on five portfolio companies in the prior year six-month
period. Processing fees decreased due to only one new portfolio company
investment made in the current year six-month period compared to five new
portfolio company investments made in the prior year six-month period in which
MACC received a processing fee at closing.
Total operating expenses for the second quarter and six-month period of
the current year total $853,776 and $1,652,084, respectively, increases of 21%
and 24%, respectively, as compared to total operating expenses for the prior
year second quarter of $702,852 and six-month period of $1,331,040. Interest
expense increased to $449,967 and $894,670 in the current year second quarter
and six-month period, respectively, from $313,130 and $619,206 in the prior year
second quarter and six-month period, respectively, due to additional borrowings
of SBA-guaranteed debentures. Management fees increased to $266,143 from
$235,220 in the current year second quarter as compared to the prior year second
quarter and increased to $532,286 from $470,440 in the current six-month period
as compared to the prior year six-month period due to the increase in assets
under management. Professional fees decreased to $29,913 from $38,864 and
decreased to $55,018 from $69,166 in the current year second quarter and
six-month period compared to the prior year second quarter and six-month period.
For the current year second quarter and six-month period, MACC recorded
net investment expense of ($129,467) and ($119,346), respectively, as compared
to net investment expense of ($66,716) and ($98,330) during the prior year
second quarter and six-month period, respectively.
During the current year second quarter and six-month period, MACC
recorded net realized gain on investments of $1,656,532 and $3,083,967,
respectively, as compared with no net realized gain on investments during the
prior year second quarter and $173,489 net realized gain on investments for the
prior year six-month period. In the current year second quarter, MACC realized a
gain of $2,881,546 in two portfolio company investments and realized a loss of
$1,225,015 on a previously depreciated portfolio company investment. MACC has
several portfolio investment companies that are seeking to sell or buyout MACC's
position, however, it is uncertain at this time whether any of these
dispositions will occur or the prices at which such transactions may occur.
Management does not attempt to maintain a comparable level of realized gains
from year to year or quarter to quarter but instead attempts to maximize total
investment portfolio appreciation through realizing gains in the disposition of
securities and investing in new portfolio investments.
MACC recorded net change in unrealized appreciation/depreciation on
investments of ($2,075,413) during the current year second quarter, as compared
to $810,779 during the prior year period. The current year second quarter net
change in unrealized
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appreciation/depreciation on investments of ($2,075,413) is the net effect of a
reversal of appreciation of $1,087,483 in one portfolio investment in which the
portfolio company was sold for a gain, the reversal of depreciation of
$1,263,735 in one portfolio investment in which a loss in the same amount was
realized and decreases in the fair value of six portfolio investments totaling
$2,251,665 in the MACC consolidated investment portfolio, calculated in
accordance with MACC's valuation polices. Of the six portfolio investments that
experienced decreases in the fair value during the current quarter, $592,497 is
attributable to decreases in current market price of the publicly traded common
stock of two portfolio companies, and $1,659,168 is attributable to a decrease
in fair value of the securities of four portfolio companies, which the Board of
Directors determined was appropriate at the semi-annual portfolio investment
valuation meeting.
Net change in unrealized appreciation/depreciation on investments
represents the change for the period in the unrealized appreciation on MACC's
total investment portfolio net of unrealized depreciation on MACC's total
investment portfolio. Generally, when MACC increases the fair value of a
portfolio investment above its cost, the unrealized appreciation item for the
portfolio as a whole increases, and when MACC decreases the fair value of a
portfolio investment below its cost, the unrealized depreciation item for the
portfolio as a whole increases. When MACC sells an appreciated portfolio
investment for a gain, unrealized appreciation for the portfolio as a whole
decreases as the gain is realized. Similarly, when MACC sells a depreciated
portfolio investment for a loss, unrealized depreciation for the portfolio as a
whole decreases as the loss is realized.
During the quarter, the Company recorded a $70,000 provision for state
income taxes attributable to pass-through income from investments in limited
liability companies in states which the Company does not have net operating loss
carryforwards. In addition, $680,000 was credited to additional paid in capital
under the provisions of AICPA Statement of Position (SOP) 90-7, for the benefit
of net operating losses anticipated to be utilized in the current fiscal year
which were generated prior to reorganization.
At the end of the current year second quarter, MACC's net asset value
per share was $9.92 as compared to the net asset value per share on September
30, 2000 of $11.01 after giving effect to a 20% stock split effected in the form
of a stock dividend on March 31, 2001.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
To date, MACC has relied upon several sources to fund its investment
activities, including MACC's cash equivalents and cash, and the Small Business
Investment Company ("SBIC") capital program operated by the Small Business
Administration (the "SBA").
MACC, through its wholly-owned subsidiary, MorAmerica Capital, from
time to time may seek to procure additional capital through the SBIC capital
program to provide a portion of its future investment capital requirements. At
present, there is availability of capital for the next five years through the
SBIC capital program and MACC anticipates that there will be capital available
in future periods.
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As of March 31, 2001, MACC's U.S. treasury bills, certificates of
deposit and cash totaled $5,392,146. MACC has commitments for an additional
$6,790,000 and an additional $10,000,000 in SBA guaranteed debentures, which
expire September 30, 2002 and September 30, 2005, respectively. MACC believes
that its existing U.S. treasury bills, certificates of deposit and cash,
together with the $16,790,000 SBA commitment, additional commitments anticipated
through the SBIC capital program and other anticipated cash flows, will provide
adequate funds for MACC's anticipated cash requirements during the current
fiscal year, including portfolio investment activities, principal and interest
payments on outstanding debentures payable and administrative expenses. MACC's
investment objective is to invest $13,000,000 in new and follow-on investments
during the current fiscal year, however, given current economic conditions, it
is doubtful that MACC will achieve its investment objective. Fewer companies are
seeking growth and expansion financing and fewer company buyouts are being
financed as sellers wait for higher valuations.
Liquidity for the next several years will be impacted by principal
payments on MACC's debentures payable. Debentures payable are composed of
$20,340,000 in principal amount of SBA-guaranteed debentures issued by MACC's
subsidiary, MorAmerica Capital, which mature as follows: $5,690,000 in 2001,
$2,150,000 in 2003, $1,000,000 in 2007, $2,500,000 in 2009, and $9,000,000 in
2010. It is anticipated MorAmerica Capital will be able to roll over the
debentures maturing in 2001 and 2003 with new ten year debentures when they
mature. As indicated above, the total amount of MorAmerica Capital's commitment
from the SBA is $16,790,000.
Management believes that current economic conditions in the U.S. are
less favorable to MACC than those experienced in fiscal year 2000. The general
increase in fuel and energy costs over the past several months may adversely
affect the operations or financial condition of MACC's portfolio companies,
particularly those involved in manufacturing. For those portfolio companies with
variable rate senior credit facilities, recent declines in market interest rates
may partially offset these factors. In addition, the recent declines in market
capitalization of many companies in the technology industry may have the effect
of reducing the availability of capital to technology companies in MACC's
investment portfolio. These and other factors may have an adverse effect on the
fair value of MACC's portfolio investments and the markets for corporate
acquisitions and initial public offerings generally, and, as a result, may
adversely affect the rate of growth, if any, in MACC's net asset value over the
next twelve months. However, management does not anticipate that these factors
will have a significant adverse effect on MACC's liquidity through the end of
fiscal year 2001 because MACC's budget for the remainder of the current year
does not project significant cash to be generated from sales of portfolio
investments.
PORTFOLIO ACTIVITY
During the six months ended March 31, 2001, MACC invested $2,873,537 in
nine portfolio companies, consisting of $1,596,000 invested in one new portfolio
company and $1,277,537 invested in follow-on investments in eight existing
portfolio companies. MACC's investment level objectives for fiscal year 2001
call for total new and follow-on investments of $13,000,000. The timing of new
and follow-on portfolio investments is somewhat uncertain and given current
economic conditions, MACC does not expect that it will meet its investment level
objectives for the current fiscal year. It is anticipated that the economic
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slowdown and high energy prices will continue to have a negative effect on
portfolio investment activity as fewer companies seek financing for growth or
buyout situations. However, management views investment level objectives for any
given year as secondary in importance to MACC's overriding concern of investing
in only those portfolio companies which satisfy MACC's investment criteria.
DETERMINATION OF NET ASSET VALUE
The net asset value per share of MACC's outstanding common stock is
determined quarterly, as soon as practicable after and as of the end of each
calendar quarter, by dividing the value of total assets minus total liabilities
by the total number of shares outstanding at the date as of which the
determination is made.
In calculating the value of total assets, securities that are traded in
the over-the-counter market or on a stock exchange are valued in accordance with
the current valuation policies of the Small Business Administration ("SBA").
Under SBA regulations, publicly traded equity securities are valued by taking
the average of the close (or bid price in the case of over-the-counter equity
securities) for the valuation date and the preceding two days. This policy
differs from the Securities and Exchange Commission's guidelines which utilize
only a one day price measurement. MACC's use of SBA valuation procedures did not
result in a material variance as of March 31, 2001, from valuations using the
Securities and Exchange Commission's guidelines.
All other investments are valued at fair value as determined in good
faith by the Board of Directors. The Board of Directors has determined that all
other investments will be valued initially at cost, but such valuation will be
subject to semi-annual adjustments and on such other interim periods as are
justified by material portfolio company events if the Board of Directors
determines in good faith that cost no longer represents fair value.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
MACC is exposed to market risk from changes in market prices of
publicly traded equity securities held in the MACC consolidated investment
portfolio. At March 31, 2001, publicly traded equity securities in the MACC
consolidated investment portfolio were recorded at a fair value of $466,156. In
accordance with MACC's valuation policies and SBA regulations, the fair value of
publicly traded equity securities is determined based upon the average of the
closing prices (or bid price in the case of over-the-counter equity securities)
for the valuation date and the preceding two days. The publicly traded equity
securities in the MACC consolidated investment portfolio thus have exposure to
price risk, which is estimated as the potential loss in fair value due to a
hypothetical 10% adverse change in quoted market prices, and would amount to a
decrease in the recorded value of such publicly traded equity securities of
approximately $46,616. Actual results may differ.
MACC is also exposed to market risk from changes in market interest
rates that affect the fair value of MorAmerica Capital's debentures payable
determined in accordance with Statement of Financial Accounting Standards No.
107, Disclosures About Fair Value of Financial Instruments. The estimated
fair value of MorAmerica Capital's outstanding debentures payable at March 31,
2001, was $21,041,000, with a cost of $20,340,000. Fair
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value of MorAmerica Capital's outstanding debentures payable is calculated by
discounting cash flows through estimated maturity using the borrowing rate
currently available to MorAmerica Capital for debt of similar original maturity.
None of MorAmerica Capital's outstanding debentures payable are publicly traded.
Market risk is estimated as the potential increase in fair value resulting from
a hypothetical 0.5% decrease in interest rates. Actual results may differ.
-----------------------------------------------------
2001
------------------------------------------------------
Fair Value of Debentures Payable $21,041,000
Amount Above Cost $701,000
Additional Market Risk $444,000
------------------------------------------------------
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There are no items to report.
ITEM 2. CHANGES IN SECURITIES
At its Annual Meeting on February 27, 2001, the Board of Directors
declared a 20% stock split effected in the form of a stock dividend payable to
shareholders of record as of March 13, 2001, which was distributed on March 30,
2001. On March 30, 2001 total outstanding shares increased from 1,941,879 to
2,329,255.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There are no items to report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS
On February 27, 2001, MACC's 2001 Annual Meeting of Shareholders (the
"Meeting") was held in Cedar Rapids, Iowa. A quorum of 1,457,763 shares, or
approximately 75.07% of issued and outstanding shares as of December 31, 2000,
were represented in person or by proxy at the Meeting. The shareholders
considered two proposals at the Meeting.
With respect to the first proposal, by vote of 1,450,146 shares in
favor of and 7,617 shares against, the shareholders elected three directors to
serve until 2004 Annual Meeting of Shareholders or until their respective
successors shall be elected and qualified. These directors and the votes cast in
favor of and against with respect to each are as follows:
Director For Against
-------- --- -------
Michael W. Dunn 1,450,001 7,753
Jeri J. Harman 1,449,484 8,279
Gordon J. Roth 1,449,484 8,249
The term of office of each of the following directors of MACC continued
beyond the date of the Meeting: Paul M. Bass, Jr.; Robert A. Comey; Henry T.
Madden; David R. Schroder; Todd J. Stevens; and John D. Wolfe.
With regard to the second proposal, the shareholders voted to ratify
the appointment of KPMG LLP as independent auditors for MACC for Fiscal year
2001 by a vote of 1,377,535 in favor of ratification and 62,302 against
ratification, with 17,926 shares abstaining.
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ITEM 5. OTHER INFORMATION
There are no items to report.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
(10)(3)(c) Second Amendment to Agreement between MACC, Zions
Bancorporation and Zions First National Bank, dated
February 27, 2001
(b) Reports on Form 8-K
On February 28, 2001, MACC filed a current report on Form 8-K
disclosing certain information under Item 5 of Form 8-K.
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SIGNATURES
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 thereunto duly authorized.
MACC PRIVATE EQUITIES INC.
Date: 5/11/01 By: /s/ David Schroder
-------------------------- --------------------------------
David Schroder, President
Date: 5/11/01 By: /s/ Robert A. Comey
-------------------------- --------------------------------
Robert A. Comey, Treasurer
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EXHIBIT INDEX
Exhibit Description Page
--------- ----------- ----
(10)(3)(c) Second Amendment to Agreement between MACC, 17
Zions Bancorporation and Zions First National Bank,
dated February 27, 2001
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