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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NO. 0-24412
MACC PRIVATE EQUITIES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 42-1421406
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.
101 SECOND STREET, S.E., STE. 800 52401
CEDAR RAPIDS, IOWA (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER
INCLUDING AREA CODE: (319) 363-8249
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
NONE NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $.01 PAR VALUE
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
--- ---
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K [ ]
THE AGGREGATE MARKET VALUE OF THE REGISTRANT'S COMMON STOCK HELD BY
NON-AFFILIATES OF THE REGISTRANT AS OF NOVEMBER 2, 1998, WAS APPROXIMATELY
$8,116,951 BASED UPON THE AVERAGE BID AND ASKED PRICE FOR SHARES OF THE
REGISTRANT'S COMMON STOCK ON THAT DATE. AS OF NOVEMBER 2, 1998, THERE WERE
1,246,392 SHARES OF THE REGISTRANT'S COMMON STOCK OUTSTANDING, OF WHICH
APPROXIMATELY 829,848 SHARES WERE HELD BY NON-AFFILIATES.
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE REGISTRANT'S ANNUAL REPORT TO STOCKHOLDERS FOR THE YEAR ENDED
SEPTEMBER 30, 1998, ARE INCORPORATED BY REFERENCE INTO PARTS II AND IV OF THIS
REPORT. PORTIONS OF THE REGISTRANT'S DEFINITIVE PROXY STATEMENT FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 23, 1999, ARE INCORPORATED BY
REFERENCE INTO PART III OF THIS REPORT.
PAGE 1 OF 95.
EXHIBIT INDEX APPEARS ON PAGE: 11.
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PART I
ITEM 1. BUSINESS.
GENERAL
MACC Private Equities Inc. (the "Corporation") was formed as a Delaware
corporation on March 3, 1994. It is qualified as a business development company
("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act").
The Corporation has one direct wholly-owned subsidiary, MorAmerica
Capital Corporation ("MorAmerica Capital"). As of September 30, 1998, MorAmerica
Capital comprised approximately 96% of the Corporation's assets. MorAmerica
Capital is an Iowa corporation incorporated in 1959 and which has been licensed
as a small business investment company since that year. It has also elected
treatment as a BDC under the 1940 Act.
THE CORPORATION'S OPERATION AS A BDC
As noted above, both the Corporation and its wholly-owned subsidiary,
MorAmerica Capital, have elected treatment as BDCs under the 1940 Act. Under the
1940 Act, a BDC may not acquire any asset other than Qualifying Assets as
defined under the 1940 Act, unless, at the time the acquisition is made,
Qualifying Assets represent at least 70 percent of the value of the BDC's total
assets. The principal categories of Qualifying Assets relevant to the business
of the Corporation are the following:
(1) Securities purchased in transactions not involving any public
offering from the issuer of such securities, which issuer is an
eligible portfolio company. An eligible portfolio company is defined in
the 1940 Act as any issuer that:
(a) is organized under the laws of, and has its principal
place of business in, the United States;
(b) is not an investment company; and
(c) does not have any class of securities with respect to
which a broker may extend margin credit.
The Corporation's investment in all of the issued and outstanding
common stock of MorAmerica Capital is also a Qualifying Asset under the
1940 Act.
(2) Cash, cash items, government securities, or high quality debt
securities maturing in one year or less from the time of investment.
In addition, a BDC must have been organized (and have its principal
place of business) in the United States for the purpose of making investments in
the types of securities described in (1)
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above and, in order to count the securities as Qualifying Assets for the purpose
of the 70 percent test, the BDC must make available to the issuers of the
securities significant managerial assistance. Making available significant
managerial assistance means, among other things, any arrangement whereby the
BDC, through its directors, officers or employees offers to provide, and, if
accepted, does so provide, significant guidance and counsel concerning the
management, operations or business objectives and policies of a portfolio
company.
Under the 1940 Act, once a company has elected to be regulated as a BDC,
it may not change the nature of its business so as to cease to be, or withdraw
its election as, a BDC unless authorized by vote of a majority, as defined in
the 1940 Act, of the company's shares. In order to maintain their status as
BDCs, the Corporation and MorAmerica Capital each must have at least 50% of
their total assets invested in the types of portfolio companies described by
Sections 55(a)(1) though 55(a)(3) of the 1940 Act. Accordingly, the Corporation
and MorAmerica Capital may not withdraw their BDC elections or otherwise change
their business so as to cease to qualify as BDCs without shareholder approval.
INVESTMENTS AND DIVESTITURES
For the fiscal year ended September 30, 1998, the Corporation made total
investments of $7,521,781 in seven new portfolio companies and in follow-on
investments in six existing portfolio companies. The Corporation's
investment-level objectives on a consolidated basis call for new and follow-on
investments of approximately $8,500,000 during fiscal year 1999.
During fiscal year 1998, the Corporation recorded $1,566,091 in net
realized gains.
ITEM 2. PROPERTIES.
The Corporation does not own or lease any properties or other tangible
assets. Its business premises and equipment are furnished by InvestAmerica
Investment Advisors, Inc. (the "Investment Advisor"), the investment advisor to
the Corporation.
ITEM 3. LEGAL PROCEEDINGS.
There are no items to report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There are no items to report.
EXECUTIVE OFFICERS OF THE REGISTRANT.
The following table sets forth the names, ages and positions of the
Corporation's Executive Officers as of December 15, 1998, as well as certain
other information with respect to such persons:
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4
Positions Currently Held Principal Occupations
Name Age with the Corporation During the Past Five Years
- ---- --- ------------------------ --------------------------
David R. Schroder 55 Director, President and Director, President and Secretary
Secretary of the Investment Advisor;
MorAmerica Capital; InvestAmerica
Venture Group, Inc.; InvestAmerica
N.D. Management, Inc.; and
InvestAmerica N.D., L.L.C.
Robert A. Comey 52 Director, Executive Vice President Director, Executive Vice President
and Treasurer and Treasurer of MorAmerica
Capital, the Investment Advisor,
InvestAmerica Venture Group, Inc.;
InvestAmerica N.D. Management, Inc.
and InvestAmerica N.D., L.L.C.
Kevin F. Mullane 43 Vice President Vice President of MorAmerica
Capital; Vice President and
Director of the Investment Advisor;
InvestAmerica N.D. Management,
Inc.; and InvestAmerica N.D., L.L.C.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
Information in response to this Item is incorporated by reference to the
"Shareholder Information" section of the Corporation's Annual Report to
Shareholders for the fiscal year ended September 30, 1998 (the "1998 Annual
Report").
ITEM 6. SELECTED FINANCIAL DATA.
Information in response to this Item is incorporated by reference to the
"Selected Financial Data" section of the 1998 Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Information in response to this Item is incorporated by reference to the
"Management's Discussion and Analysis" section of the 1998 Annual Report.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
Information in response to this Item is incorporated by reference to the
"Quantitative and Qualitative Disclosures About Market Risk" section of the 1998
Annual Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Information in response to this Item is incorporated by reference to the
Consolidated Financial Statements, notes thereto and report therein contained in
the 1998 Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
There are no items to report.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information in response to this Item is incorporated by reference to the
identification of directors and nominees contained in the "Election of
Directors" section and the subsection captioned "Section 16(a) Reporting
Compliance" of the Corporation's definitive proxy statement in connection with
its 1999 Annual Meeting of Stockholders, scheduled to be held on February
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23, 1999 (the "1999 Proxy Statement"). Information in response to this Item also
is included under the caption "Executive Officers of the Registrant" of this
Report.
ITEM 11. EXECUTIVE COMPENSATION.
Information in response to this Item is incorporated by reference to the
subsection captioned "Compensation of Directors and Executive Officers" of the
1999 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
Information in response to this Item is incorporated by reference to the
subsection captioned "Stock Ownership of Certain Beneficial Owners" of the 1999
Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Corporation and MorAmerica Capital each have executed an Investment
Advisory Agreement with the Investment Advisor. With respect to the Corporation,
the Investment Advisory Agreement provides for a management fee payable to the
Investment Advisor equal to 2.5% of Assets Under Management (as that term is
defined in the Investment Advisory Agreement). With respect to MorAmerica
Capital, the management fee is equal to 2.5% of Capital Under Management (as
that term is defined in the Investment Advisory Agreement), not to exceed 2.5%
of Assets Under Management. In addition, the Investment Advisor is entitled to
an incentive fee under both of the Investment Advisory Agreements equal to 13.4%
of the net capital gains, before taxes, on portfolio investments and from the
disposition of other assets or property managed by the Investment Advisor. On
December 16, 1998, the Board of Directors of MorAmerica Capital approved certain
proposed amendments to the Investment Advisory Agreements of MorAmerica Capital,
subject to approval by the shareholders of the Corporation. Additional
information with respect to the Investment Advisory Agreements is incorporated
by reference to the Section captioned "Proposal 3 - Approval of Proposed
Amendments to Investment Advisory Agreement" of the 1999 Proxy Statement.
Management fees under the Investment Advisory Agreements on a consolidated
basis amounted to $705,854 for fiscal year 1998. Incentive fees under the
Investment Advisory Agreements on a consolidated basis amounted to $131,304 for
fiscal 1998.
The Investment Advisor is owned by its three principal officers and
directors, all of whom are also officers and/or directors of the Corporation.
These individuals and their positions held with the Investment Advisor are:
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7
Name Offices
---- -------
David R. Schroder Director, President and Secretary
Robert A. Comey Director, Executive Vice President, and
Treasurer
Kevin F. Mullane Director and Vice President
On April 29, 1998, the Corporation, Zions Bancorporation ("Zions") and
Zions First National Bank (the "Bank") executed the First Amendment (the
"Amendment") to the Agreement dated May 13, 1996 (the "Agreement"), between the
Corporation and Zions. Pursuant to the Amendment, the Corporation agreed to
permit Zions and the Bank to increase their collective ownership of the
Corporation's common stock to up to 35% of the issued and outstanding shares.
Under the Agreement, Zions and the Bank were prohibited from acquiring more than
25% of the Corporation's common stock. As of October 15, 1998, Zions and the
Bank were the beneficial owners of approximately 309,859 shares of the
Corporation's Common Stock, representing approximately 24.86% of the outstanding
shares.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K.
(a) Documents filed as part of this Report:
1. A. The following financial statements are incorporated by reference
to the 1998 Annual Report.
Consolidated Balance Sheet at September 30, 1998
Consolidated Statement of Operations for the year
ended September 30, 1998
Consolidated Statements of Changes in Net Assets
for the years ended September 30, 1998, and September 30, 1997
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Consolidated Statement of Cash Flows for the year ended
September 30, 1998
Notes to Consolidated Financial Statements
Consolidated Schedule of Investments as of September 30, 1998
Notes to the Consolidated Schedule of Investments
B. The Report of Independent Accountants with respect to the financial
statements listed in A. above is incorporated by reference to the
1998 Annual Report.
2. No financial statement schedules of the Corporation are filed
herewith because (i) such schedules are not required or (ii) the
information required has been presented in the aforementioned
financial statements and schedule of investments.
3. The following exhibits are filed herewith or incorporated by reference
as set forth below:
3.1* Certificate of Incorporation of the Corporation.
3.2 By-Laws of the Corporation.
4. See Exhibits 3.1 and 3.2.
10.1 Investment Advisory Agreement between the Corporation
and InvestAmerica Investment Advisors, Inc., dated
March 1, 1998.
10.2 Investment Advisory Agreement between MorAmerica
Capital Corporation and InvestAmerica Investment
Advisors, Inc., dated March 1, 1998.
10.3.a.** Agreement between the Corporation and Zions
Bancorporation, dated May 13, 1996.
10.3.b. First Amendment to Agreement between the Corporation,
Zions Bancorporation and Zions First National Bank,
dated April 29, 1998
13 1998 Annual Report to Stockholders.
21 Subsidiary of the Corporation and jurisdiction of
incorporation.
27 Financial Data Schedule
*Incorporated by reference to the Corporation's Quarterly Report on Form
10-Q for the quarterly period ended March 31, 1997, as filed with the Commission
on May 14, 1997.
**Incorporated by reference to the Corporation's Current Report on Form
8-K, dated May 13, 1996, filed with the Commission on May 13, 1996.
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(b) Reports on Form 8-K.
No Reports on Form 8-K were filed during the three months ended September
30, 1998.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on December 21, 1998.
/s/ David R. Schroder
-------------------------------
David R. Schroder
President and Secretary
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Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Date
/s/ Paul M. Bass, Jr. December 19, 1998
- ---------------------------------- ------------------------------
Paul M. Bass, Jr.
Chairman of the Board of Directors
/s/ David R. Schroder December 21, 1998
- ---------------------------------- ------------------------------
David R. Schroder
Director, President and Secretary
/s/ Robert A. Comey December 18, 1998
- ---------------------------------- ------------------------------
Robert A. Comey
Director, Executive Vice President
and Treasurer
/s/ Henry T. Madden December 21, 1998
- ---------------------------------- ------------------------------
Henry T. Madden
Director
/s/ John D. Wolfe December 21, 1998
- ---------------------------------- ------------------------------
John D. Wolfe
Director
/s/ Michael W. Dunn December 21, 1998
- ---------------------------------- ------------------------------
Michael W. Dunn
Director
/s/ James L. Miller December 19, 1998
- ---------------------------------- ------------------------------
James L. Miller
Director
/s/ Todd J. Stevens December 21, 1998
- ---------------------------------- ------------------------------
Todd J. Stevens
Director
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EXHIBIT INDEX
Exhibit
Number Description Sequential Page
- ------ ----------- ---------------
3.2 Bylaws of the Corporation 12
10.1 Investment Advisory Agreement between the Corporation and InvestAmerica 27
Investment Advisors, Inc., dated March 1, 1998
10.2 Investment Advisory Agreement between MorAmerica Capital Corporation and 37
InvestAmerica Investment Advisors, Inc., dated March 1, 1998
10.3.b First Amendment to Agreement between the Corporation and Zions 47
Bancorporation, dated April 29, 1998
13 1998 Annual Report to Stockholders 50
21 Subsidiaries of the Corporation and Jurisdiction of Incorporation 91
27 Financial Data Schedule 93
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