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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, 1996
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 29, 1996, WAS APPROXIMATELY
$8,410,170 BASED UPON THE AVERAGE BID AND ASKED PRICE FOR SHARES OF THE
REGISTRANT'S COMMON STOCK ON THAT DATE. AS OF NOVEMBER 29, 1996, THERE WERE
964,098 SHARES OF THE REGISTRANT'S COMMON STOCK OUTSTANDING, OF WHICH
APPROXIMATELY 773,349 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, 1996, 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 25, 1997, ARE INCORPORATED BY
REFERENCE INTO PART III OF THIS REPORT.
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PAGE 1 OF 73.
EXHIBIT INDEX APPEARS ON PAGE: 12.
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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 two direct wholly-owned subsidiaries, MorAmerica
Capital Corporation ("MorAmerica Capital") and MorAmerica Realty Services, Inc.
("MorAmerica Realty"), and one indirect wholly-owned subsidiary, Motel Services,
Inc. ("Motel Services"), which is a wholly-owned subsidiary of MorAmerica
Realty. As of September 30, 1996, MorAmerica Capital and MorAmerica Realty
comprised approximately 92% and 0% of the Corporation's assets respectively.
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. MorAmerica Realty, an Iowa
corporation incorporated in 1972, previously owned a motel which had been held
for liquidation. Following the sale of the motel during fiscal year 1994, the
activities of MorAmerica Realty and Motel Services have been limited to an
orderly wind-up of affairs.
The Corporation is the successor in interest to MorAmerica Financial
Corporation ("MorAmerica Financial"). On February 19, 1993, MorAmerica Financial
and its principal subsidiary, Morris Plan Liquidation Company ("Morris Plan"),
filed for protection under Chapter 11 of the United States Bankruptcy Code. On
December 28, 1993, the Bankruptcy Court confirmed the MorAmerica Financial and
Morris Plan Amended Debtors' Joint Plan of Reorganization (the "Plan").
Pursuant to the terms of the Plan, MorAmerica Financial was merged with
and into the Corporation. The effective date of the Plan was set by the
Corporation's Board of Directors as February 15, 1995, the date upon which all
issued and outstanding shares of the Corporation's common stock were issued to
creditors of the predecessor companies. The Corporation's common stock began
trading on the NASDAQ SmallCap Market thereafter on March 2, 1995. On February
13, 1996, the primary trading market for shares of the Corporation's Common
Stock advanced to the NASDAQ National Market.
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:
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3
(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) 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, 1996, the Corporation made
total investments of $5,135,249 in four new portfolio companies and in follow-on
investments in eight 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 1997.
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4
During fiscal year 1996, the Corporation had $2,182,973 in realized
gains from the sale of investments in six portfolio companies. Over the same
period, $1,276,801 in realized losses were recognized from four portfolio
companies.
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.
The Corporation's wholly-owned subsidiary, Realty Services, had been
the defendant in a lawsuit filed in the Circuit Court of Tippecanoe County,
Indiana, Seabolt v. MorAmerica Realty Services, Inc. d/b/a/ University Inn and
University Inn. From inception until July 5, 1995, the lawsuit was defended on
behalf of Realty Services by its Insurer, Beverage Retailers Insurance
Corporation (the "Insurer"), under a Liquor Liability Insurance Policy; however,
on that date the Insurer's rehabilitation proceedings were converted to
liquidation proceedings.
The Corporation had reserved during the twelve months ended September
30, 1995, $200,000 with respect to its potential liability to the plaintiff.
During fiscal year 1996, this lawsuit was settled at a cost to the Corporation
of $187,500, and the lawsuit was dismissed with prejudice. By letter dated May
17, 1996, the Insurer's liquidation estate indicated that it had applied for an
initial disbursement of assets at the rate of 35% of claims, and the Corporation
has booked a corresponding receivable during fiscal year 1996.
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, 1996, as well certain other
information with respect to such persons:
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5
Name Age Positions Currently Held Principal Occupations During the Past
- ---- --- with the Corporation Five Years
-------------------- ----------
David R. Schroder 53 Director, President and Director, President and Secretary of the
Secretary Investment Advisor; MorAmerica Capital;
InvestAmerica Venture Group, Inc.;
InvestAmerica N.D. Management, Inc.; and
InvestAmerica N.D., L.L.C.
Robert A. Comey 50 Director, Executive Vice Director, Executive Vice President, Treasurer
President and Treasurer and Assistant Secretary 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 40 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.
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, 1996 (the "1996 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 1996 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 1996 Annual Report.
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6
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 thereon
contained in the 1996 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 1997 Annual Meeting of Stockholders, scheduled to be held on February 25,
1997 (the "1997 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 1997 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
1997 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. With respect to
MorAmerica Capital, the management fee is equal to 2.5% of capital under
management, not to exceed 2.5% of assets under management, plus $5,000 per month
through September 30, 1998. 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.
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7
Management fees under the Investment Advisory Agreements on a
consolidated basis amounted to $609,436 for fiscal year 1996. Incentive fees
under the Investment Advisory Agreements on a consolidated basis amounted to
$539,896 for fiscal year 1996. Total fees under the Investment Advisory
Agreements on a consolidated basis for fiscal year 1996 amounted to $1,149,332.
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:
Name Offices
---- -------
David R. Schroder Director, President and Secretary
Robert A. Comey Director, Executive Vice President, and
Treasurer
Kevin F. Mullane Director, Vice President and Assistant
Secretary
On May 13, 1996, the Corporation entered into an Agreement (the
"Agreement") with Zions Bancorporation. Information with respect to the
Agreement is incorporated by reference to the "STOCK OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS" section of the 1997 Proxy Statement.
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 1996 Annual Report.
Consolidated Balance Sheet at September 30, 1996
Consolidated Statement of Operations for the year
ended September 30, 1996
Consolidated Statements of Changes in Net Assets (Deficit) for the
year ended September 30, 1996, the seven and one-half months ended
September 30, 1995, and the four and one-half months ended
February 15, 1995
Consolidated Statement of Cash Flows for the year ended September 30,
1996
Notes to Consolidated Financial Statements
Consolidated Schedule of Investments as of September 30, 1996
Notes to the Consolidated Schedule of Investments
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8
B. The Report of Independent Accountants with respect to the
financial statements listed in A. above is incorporated by
reference to the 1996 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 October 1, 1994.
10.1.a First Amendment to Investment Advisory Agreement between the
Corporation and InvestAmerica Investment Advisors, Inc.,
dated August 1, 1996.
10.2** Investment Advisory Agreement between MorAmerica Capital
Corporation and InvestAmerica Investment Advisors, Inc., dated
October 1, 1994.
10.2.a First Amendment to Investment Advisory Agreement between
MorAmerica Capital Corporation and InvestAmerica Investment
Advisors, Inc., dated August 1, 1996.
10.3 Agreement between the Corporation and Zions Bancorporation, dated
May 13, 1996.***
13 1996 Annual Report to Stockholders.
21 Subsidiaries of the Corporation and jurisdiction of
incorporation.
27 Financial Data Schedule
*Incorporated by reference to the Corporation's Registration Statement
on Form N-2, filed with the Commission on May 24, 1994 (File No. 33-79276).
**Incorporated by reference to Amendment No. 3 to the Corporation's
Registration Statement on Form N-2, filed with the Commission on January 24,
1995 (File No. 33-79276).
***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, 1996.
[Remainder of page intentionally left blank.]
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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 24, 1996.
/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 24, 1996
- ------------------------------- ------------------------------
Paul M. Bass, Jr.
Chairman of the Board of Directors
/s/ David R. Schroder December 24, 1996
- ------------------------------- ------------------------------
David R. Schroder
Director, President and Secretary
/s/ Robert A. Comey December 24, 1996
- ------------------------------- ------------------------------
Robert A. Comey
Director, Executive Vice President
and Treasurer
- ------------------------------- ------------------------------
Henry T. Madden
Director
/s/ John D. Wolfe December 24, 1996
- ------------------------------- ------------------------------
John D. Wolfe
Director
/s/ Michael W. Dunn December 24, 1996
- ------------------------------- ------------------------------
Michael W. Dunn
Director
- ------------------------------- ------------------------------
James L. Miller
Director
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EXHIBIT INDEX
Exhibit
Number Description Sequential Page
- ------ ----------- ---------------
3.1* Articles of Incorporation of the Corporation
3.2 By-Laws of the Corporation 13
4 See Exhibits 3.1 and 3.2
10.1** Investment Advisory Agreement between the
Corporation and InvestAmerica Investment Advisors,
Inc., dated October 1, 1994
10.1.a First Amendment to Investment Advisory Agreement
between the Corporation and InvestAmerica
Investment Advisors, Inc., dated August 1, 1996 27
10.2** Investment Advisory Agreement between MorAmerica
Capital Corporation and InvestAmerica Investment
Advisors, Inc., dated October 1, 1994
10.2.a First Amendment to Investment Advisory Agreement
between MorAmerica Capital Corporation and
InvestAmerica Investment Advisors, Inc., dated
August 1, 1996 29
10.3*** Agreement between the Corporation and Zions
Bancorporation, dated May 13, 1996
13 1996 Annual Report to Stockholders 31
21 Subsidiaries of the Corporation and Jurisdiction
of Incorporation 70
27 Financial Data Schedule 72
*Incorporated by reference to the Corporation's Registration Statement
on Form N-2, filed with the Commission on May 24, 1994 (File No. 33-79276).
**Incorporated by reference to Amendment No. 3 to the Corporation's
Registration Statement on Form N-2, filed with the Commission on January 24,
1995 (File No. 33-79276).
***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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