Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 2000
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: 000-24856
UST PRIVATE EQUITY INVESTORS FUND, INC.
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 13-3786385
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
114 WEST 47TH STREET
NEW YORK, NEW YORK 10036-1532
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (212) 852-1000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK $0.01 PAR VALUE PER SHARE
(Title of class)
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. [X]
The registrant's common stock is not listed on any exchange nor does it
trade on any established securities market or other public market.
As of December 31, 2000 there were 40,463 shares outstanding of the
registrant's common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the Annual Meeting of
Shareholders to be held on March 16, 2001 are incorporated by reference
herein, including into Part III (Items 10, 11, 12, and 13) to this
Form 10-K.
TABLE OF CONTENTS
Form 10-K
Item No. Report Page
- -------- -----------
PART I
1. Business 1
2. Properties 4
3. Legal Proceedings 4
4. Submission of Matters to a Vote of Security Holders 4
PART II
5. Market for Registrant's Common Equity and Related
Stockholder Matters 4
6. Selected Financial Data 5
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 5
7A. Quantitative and Qualitative Disclosures About
Market Risk 6
8. Financial Statements and Supplementary Data 7
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 18
PART III
10. Directors and Executive Officers of the Registrant 18
11. Executive Compensation 18
12. Security Ownership of Certain Beneficial Owners and
Management 18
13. Certain Relationships and Related Transactions 19
PART IV
14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 20
- ------------------------------------------------------------------------------
FACTORS THAT MAY AFFECT FUTURE RESULTS
The Company's prospects are subject to certain uncertainties and
risks. This Annual Report on Form 10-K contains certain forward-looking
statements within the meaning of the federal securities laws that also
involve substantial uncertainties and risks. The Company's future results
may differ materially from its historical results and actual results could
differ materially from those projected in the forward-looking statements as
a result of certain risk factors. A description of such risk factors may be
found in the Company's definitive Proxy Statement for the Annual Meeting of
Shareholders to be held on March 16, 2001, which will be filed with the
Securities and Exchange Commission not later than 120 days after October
31, 2000. Readers should pay particular attention to the considerations
described in the sections of this report entitled "Business" and
"Management's Discussion and Analysis of Financial Condition and the
Results of Operations." Readers should also carefully review the risk
factors described in the other documents the Company files, or has filed,
from time to time with the Securities and Exchange Commission.
- -------------------------------------------------------------------------------
PART I
ITEM 1. BUSINESS
OVERVIEW
UST Private Equity Investors Fund, Inc. (the "Company" or the
"Fund") is a Maryland corporation organized on September 16, 1994. The
Company is a non-diversified, closed-end management investment company
operating as a business development company under the Investment Company
Act of 1940, as amended, and, in connection with its initial offering of
shares, registered said offering of shares under the Securities Act of
1933, as amended. The Company's investment objective is to achieve
long-term capital appreciation by investing in private later-stage venture
capital and private middle-market companies and in certain venture capital,
buyout and private equity funds that the Managing Investment Adviser
(defined herein) believes offer significant long-term capital appreciation.
United States Trust Company of New York and U.S. Trust Company
(together, the "Managing Investment Adviser" or "U.S. Trust") provide
investment management services to the Company pursuant to a management
agreement dated July 18, 2000 (the "Management Agreement"). The Managing
Investment Adviser is a subsidiary of U.S. Trust Corporation. On May 31,
2000, U.S. Trust Corporation became an indirect wholly owned subsidiary of
The Charles Schwab Corporation. All officers of the Company are employees
and/or officers of the Managing Investment Adviser. The Managing Investment
Adviser is responsible for performing the management and administrative
services necessary for the operation of the Company.
Pursuant to a Registration Statement on Form N-2 (File No.
33-84290) which was declared effective on December 16, 1994, the Company
publicly offered up to 50,000 shares of common stock at $1,000 per share.
The Company held its initial and final closings on each of July 31, 1995
and October 31, 1995 representing over $28.0 million and $12.4 million,
respectively. The Company sold a total of 40,463 shares in the public
offering for gross proceeds totaling $40,463,000 (after taking into account
the one share purchased for $1,000 as of September 19, 1994 by David I.
Fann, the Company's President and Chief Executive Officer). Shares of the
Company were made available through U.S. Trust Company of California, N.A.
(the "Selling Agent") to clients of U.S. Trust and its affiliates who met
the Company's investor suitability standards.
In connection with the public offering of shares, the Managing
Investment Adviser paid to the Selling Agent a commission totaling $10,000.
The Company incurred offering and organizational costs associated with the
public offering totaling $374,891. Net proceeds to the Company from the
public offering, after offering and organizational costs, totaled
$40,117,119.
The Company's Articles of Incorporation provide that the
duration of the Company will be ten years from the final closing of the
sale of the shares, subject to the rights of the Managing Investment
Adviser and the investors to extend the term of the Company.
-1-
PORTFOLIO INVESTMENTS
Now in its fifth year of existence, the Company is fully committed,
having invested all of the initial capital raised, and is currently in its
"harvest" mode. Through December 2000, the Company anticipates having
distributed to investors approximately 78% of the investors' original
investment. The Company intends to continue making distributions as they
are generated on a regular basis.
DIRECT INVESTMENTS
INVESTMENT EXITS
o CORSAIR COMMUNICATIONS, INC. (NASDAQ: CAIR), Palo Alto, CA, is a
wireless communication infrastructure company providing prepaid
cellular handset and fraud detection equipment and software. Corsair
completed its initial public offering in July 1997. The Company has
sold all of its shares in Corsair. The Company realized a return of
1.55x on its $3.3 million investment.
o RENTAL SERVICES CORPORATION (NYSE: RSV), Scottsdale, AZ, is a
consolidator of heavy equipment rental businesses. The Company
invested $1 million in January 1996. In September 1996, Rental
Services Corp. completed its initial public offering. The Company
sold its position in that company for over $3 million, 3.1x the cost
to the Company.
o COMMSITE INTERNATIONAL, INC., Vienna, VA, is a provider of wireless
towers and construction services. On May 13, 1999, American Tower
Corporation (NYSE: AMT) acquired CommSite. The Company realized its
investment cost of $2.7 million from this transaction.
o SIGNIUS CORPORATION (formerly known as ProCommunications, Corp.),
Somerset, NJ, provides telemessaging services for small and medium
sized businesses. In March 2000, Signius was sold for a nominal
amount.
INVESTMENTS HELD -- PUBLIC
o QUICKLOGIC CORP. (NASDAQ: QUIK), Sunnyvale, CA, designs, manufactures
and markets high-capacity programmable logic semiconductors, known as
field programmable gate arrays, along with comprehensive design
software. This company's products shorten the design cycle for
electronic systems, accelerating time-to-market. QuickLogic completed
its initial public offering in October 1999. As of October 31, 2000,
the Company sold 345,865 shares of QuickLogic for $7.8 million and
held 85,170 shares, which were trading at approximately $8 7/8 per
share.
o ACCRUE SOFTWARE, INC. (NASDAQ: ACRU), NeoVista Software, Inc.,
Cupertino, CA, develops data mining software applications. Accrue
Software acquired NeoVista Software for $140 million of Accrue stock.
Accrue is a provider of customer relationship management software. As
of October 31, 2000, the Company had sold 25,000 shares of Accrue for
$967,499 and still held 50,197 shares, which were trading at
approximately $4 5/8 per share. The Company had invested $894,132 in
NeoVista.
INVESTMENTS HELD -- PRIVATE
o BEST FRIENDS PET CARE, INC., Norwalk, CT, is the largest operator of
pet kennels in the United States. Best Friends's facilities offer a
wide range of pet services, including boarding, grooming and
training. On October 31, 2000 the Company wrote-down its investment
in Best Friends by 50%.
o LOGICVISION, INC., San Jose, CA, is a developer of built-in self
testing technologies used in semiconductor design, testing and
manufacture. As semiconductors become more complex (i.e. large
systems reduced to customized chips), the need to adopt new testing
technology becomes critical. LogicVision's customers include Sun
Microsystems, Cisco Systems, NCR Corp., Hitachi and Hughes. On August
11, 2000, LogicVision filed a registration statement with the
Securities and Exchange Commission relating to a proposed initial
public offering of its common stock. Chase H&Q will act as the lead
underwriter of the offering. Other managing underwriters of the
offering include Robertson Stephens and SG Cowen.
-2-
INVESTMENTS WRITTEN-OFF
o ABTOX, INC., Mundelein, IL, manufactured gas plasma sterilizers.
AbTox filed for bankruptcy due to operating problems arising from
regulatory issues related to one of its products. The Company 's
investment of $2.8 million has been written down to zero. The
Company, alongside several other institutional investors, filed a
complaint in New York State Supreme Court against the investment
banks involved in the private placement, in or around March 1999,
alleging fraud and deceit, fraudulent inducement and negligent
misrepresentation. On August 10, 1999, the court dismissed the
complaint. On August 31, 2000, the Company, along with other
institutional investors, filed a notice to appeal the court's order.
More recently, the Company and several other investors have been
named in an advisory proceeding brought by the company's bankruptcy
trustee seeking the return of monies paid to the Company pursuant to
certain senior notes in the principal amount of $301,500 issued by
the Company. While the Company has written off this investment, the
Company intends to vigorously defend these claims.
o CARDIOPULMONARY CORP., Milford, CT, is a manufacturer of a smart
ventilator used in the acute and sub-acute hospital market that
adapts to patient's changing breathing patterns. The Company's
position has been written off pursuant to a recapitalization of the
company.
o P2 HOLDINGS CORP. (formerly known as Plynetic Express), San Leandro,
CA, was a provider of rapid prototyping and rapid tooling services.
P2 Holding filed for bankruptcy in 1998. The Company has written off
its $2.8 million investment in P2 Holding.
o PARTY STORES HOLDINGS, INC., Melville, NY, operated the Party
Experience, Paperama, and Paper Cutter retail stores and filed for
bankruptcy in 1998. The Company has written off its $2.1 million
investment in Party Stores.
INVESTMENTS IN THIRD-PARTY INVESTMENT FUNDS
The Company believes that each of its fund investments has largely
completed its portfolio construction and is now in harvest mode. The
Company continues to receive meaningful distributions from each of these
fund investments.
o ALLEGRA CAPITAL PARTNERS III, LP ("Allegra") is a later-stage fund
based in New York City. Allegra invests primarily in companies in the
telecommunications, software and service industries with
"Internet-driven" strategies. The Company has received distributions
of Global Crossing common stock from Allegra.
o BRENTWOOD ASSOCIATES BUYOUT FUND II, LP ("Brentwood") is a buyout and
consolidation fund based in Westwood, CA. Brentwood's strategy is to
identify industries with consolidation characteristics, develop a
strategy for implementation and recruit management to execute that
strategy. Brentwood recently sold its position in Bell Sports,
leading to two cash distributions to the Company.
o BRUCKMANN, ROSSER, SHERRILL & CO., LP ("BRS") is a leveraged buyout
fund based in New York City. The Company recently received
distributions of California Pizza Kitchen common stock, which went
public in 2000, from BRS.
o MORGENTHALER VENTURE PARTNERS IV, LP ("Morgenthaler") is primarily an
early stage venture capital fund, investing largely in information
technology and healthcare companies, but also investing in buyouts of
basic businesses. The Company has received stock distributions of
Inktomi, Nortel Networks, CheckFree Holdings, and Guidant, as well as
cash distributions from Morgenthaler.
-3-
o SEVIN ROSEN FUND V, LP ("Sevin Rosen") invests in early-stage
technology companies, focusing specifically on companies in
communications and eBusiness infrastructure and solutions, as well as
companies with Internet-enabled business models. The Company has
received stock distributions of Ciena and Cisco Systems from Sevin
Rosen.
o VANGUARD V, LP ("Vanguard") is an early-stage fund investing in
information technology and healthcare. The Company has received from
Vanguard stock distributions of Cisco Systems and Cobalt Networks as
well as a cash distribution related to Digital Island.
COMPETITION
The Company encounters competition from other entities and
individuals having similar investment objectives. Primary competition for
desirable investments comes from investment partnerships, venture capital
affiliates of large industrial and financial companies, investment
companies and wealthy individuals. Some of the competing entities and
individuals have investment managers or advisers with greater experience,
resources and managerial capabilities than the Company and may therefore be
in a stronger position than the company to obtain access to attractive
investments. To the extent that the Company can compete for such
investments, it may not be able to do so on terms as favorable as those
obtained by larger, more established investors.
EMPLOYEES
At October 31, 2000, the Company had no full-time employees. All
personnel of the Company are employed by and compensated by the Managing
Investment Adviser pursuant to the Management Agreement.
ITEM 2. PROPERTIES
The Company does not own or lease physical properties.
ITEM 3. LEGAL PROCEEDINGS
The information regarding AbTox, Inc., disclosed in Item 1 of
this Form 10-K, is incorporated by reference herein.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company has 100,000 shares authorized. As of December 31,
2000, 40,463 shares were issued and outstanding. There is no
established securities market or other public market for the Company's
shares.
-4-
DIVIDENDS
Fiscal Year Ended October 31, 2000. On May 2, 2000, the
Company paid a dividend of $180.69 per share of long-term capital gain.
On May 3, 2000, the Company paid a dividend of $219.31 per share of
return of capital. On October 31, 2000, the Company paid a dividend of
$113.71 per share of long-term capital gain.
Fiscal Year Ended October 31, 1999. On December 23, 1998, the
Company paid a dividend of $9.08 per share of short-term capital gain.
For additional information concerning the payment of
dividends, see "Significant Accounting Policies" in the notes to the
financial statements of the Company included in Item 8 hereof.
ITEM 6. SELECTED FINANCIAL DATA
The information under Item 8 is incorporated by reference
herein.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
At October 31, 2000, the Company held $0 in cash and
$33,028,497 in investments as compared to $4,993 in cash and
$47,204,696 in investments at October 31, 1999. At October 31, 2000,
investments included $7,000,000 in U.S. Government and agency
obligations, $20,404,666 in private investment funds, $3,418,221 in
private companies, $981,089 in public companies and $1,225,771 in
investment companies. As of October 31, 2000, the Company has committed
$12,000,000 to private investment funds and has no remaining
outstanding commitments.
RESULTS OF OPERATIONS
Investment Income and Expenses
For the year ended October 31, 2000, the Company had interest
income of $510,857, and net operating expenses of $560,821, resulting
in net investment loss of ($49,964) as compared to interest income of
$364,937, and net operating expense of $601,747, resulting in
investment loss of ($236,810) for the fiscal year ended October 31,
1999 and interest income of $569,706 and net operating expense of
$730,161, resulting in investment loss of ($160,455) for the fiscal
year ended October 31, 1998. The increase in the Company's net
investment income is primarily attributable to the realization of
proceeds from the sale of public securities and the resulting interest
earned on these proceeds. The decrease in net operating expenses is
primarily attributable to the decrease in Managing Investment Advisory
Fees.
The Managing Investment Adviser provides investment management
and administrative services required for the operation of the Company.
In consideration of the services rendered by the Managing Investment
Adviser, the Company pays a management fee based upon a percentage of
the net assets of the Company invested or committed to be invested in
certain types of investments and an incentive fee based in part on a
percentage of realized capital gains of the Company. Such fee is
determined and payable quarterly (see "Investment Advisory Fee,
Administration Fee, and Related Party Transactions" in the notes to the
financial statements of the Company included in item 8 hereof). For the
fiscal years ended October 31, 2000, 1999 and 1998, the Managing
Investment Adviser earned $448,241, $468,230 and $549,137 in management
fees, respectively. For the same periods, the Managing Investment
Adviser reimbursed other operating expenses of the Company in the
amount of $135,394, $146,907 and $76,165 as a result of expenses
incurred in excess of those permitted pursuant to the Company's
Prospectus. The decrease in the fees earned by the Managing Investment
Adviser over time can be attributed primarily to the distribution of
capital to shareholders.
-5-
Net Assets
The Company's net asset value per common share was $777.72 at
October 31, 2000 down $218.13 per share from the net asset value per
common share of $995.85 at October 31, 1999. This decrease was the net
result of appreciation of a number of private companies and private
funds, offset by the distribution of $513.71 per common share and the
writing down of Cardiopulmonary Corp. and Best Friends. Contributing to
the appreciation was the acquisition of NeoVista by Accrue Software as
well as sales of Corsair Communications (NASDAQ: CAIR) and Quicklogic
(NASDAQ: QUIK). In addition, private fund values broadly appreciated
and several funds continued to make distributions of cash and stock to
the Company.
For the year ended October 31, 2000, the Company had a net
increase in net assets resulting from operations of $11,959,703
($295.58 per share), comprised of net investment loss totaling
($49,964) (($1.23) per share), a net change in realized and unrealized
gain on investments of $13,344,075 ($329.79 per share) and a net change
in allowance for the management incentive fee of ($1,334,408) (($32.98)
per share).
For the year ended October 31, 2000, the Company's net assets
were $31,468,832, a decrease of ($8,826,437) from net assets of
$40,295,269 at October 31, 1999. This decrease was the result of an
$11,959,703 net increase in net assets resulting from operations and
offset by distributions to shareholders during the period totaling
$20,786,140.
REALIZED AND UNREALIZED GAINS AND LOSSES FROM PORTFOLIO INVESTMENTS
For the fiscal year ended October 31, 2000, the Company had a
$13,304,075 net realized and unrealized gain from investments,
comprised of a $11,935,543 net realized gain on investments and a
$1,408,532 net change in unrealized appreciation of investments as
compared to a $3,220,212 net realized and unrealized gain from
investments, comprised of a ($2,449,598) net realized loss on
investments and a $5,669,810 net increase in unrealized appreciation of
investments for the fiscal year ended October 31, 1999 and a
($7,350,233) net realized and unrealized loss from investments,
comprised of a $356,562 net realized gain on investments and a
($7,706,795) net change in unrealized depreciation of investments for
the fiscal year ended October 31, 1998. The net realized gain on
investments for the fiscal year ended October 31, 2000 is primarily the
result of sales of Quicklogic and Accrue common stock as well as the
receipt and sale of several stock distributions from private fund
investments.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The following discussion includes forward-looking statements.
Actual results could differ materially from those projected in the
forward-looking statements.
EQUITY PRICE RISK
A majority of the Company's investment portfolio consists of
equity securities in private companies and private investment funds
which are not publicly traded. These investments are recorded at fair
value as determined by the Managing Investment Adviser in accordance
with valuation guidelines adopted by the Board of Directors. This
method of valuation does not result in increases or decreases in the
fair value of these equity securities in response to changes in market
prices. Thus, these equity securities are not subject to equity price
risk. Nevertheless, the Company is exposed to equity price risk through
its investments in the equity securities of two public companies. At
October 31, 2000, these publicly traded equity securities were valued
at $981,089. Thus, there is exposure to equity price risk, which is
estimated as the potential loss in fair value due to a hypothetical 10%
decrease in quoted market prices, and would result in a decrease of
approximately $98,108 in the value of these securities.
-6-
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Independent Auditors' Report
Portfolio of Investments at October 31, 2000.
Statement of Assets and Liabilities as of October 31, 2000 and October
31, 1999
Statement of Operations for the years ended October 31, 2000, October
31, 1999 and October 31, 1998.
Statement of Changes in Net Assets for years ended October 31, 2000,
October 31, 1999 and October 31, 1998.
Statement of Cash Flows for the years ended October 31, 2000, October
31, 1999 and October 31, 1998.
Financial Highlights -- Selected Per Share Data and Ratios for the
years ended October 31, 2000, October 31, 1999, October 31, 1998,
October 31, 1997 and October 31, 1996.
Notes to Financial Statements
Note - All other schedules are omitted because of the absence of
conditions under which they are required or because the required
information is included in the financial statements or the notes
thereto.
-7-
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
Shareholders and Board of Directors
UST Private Equity Investors Fund, Inc.
We have audited the accompanying statement of assets and liabilities of
UST Private Equity Investors Fund, Inc. as of October 31, 2000 and
1999, including the statement of portfolio of investments at October
31, 2000, the related statements of operations, statements of changes
in net assets and statements of cash flows for each of the three years
ended October 31, 2000, 1999, and 1998, and the financial highlights
for each of the indicated periods. These financial statements and
financial highlights are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of October 31,
2000, by correspondence with the custodian and others. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of UST Private Equity Investors Fund, Inc. at
October 31, 2000 and 1999, the results of its operations and its cash
flows and the changes in its net assets for the years ended October 31,
2000, 1999, and 1998, and the financial highlights for each of the
indicated periods in conformity with accounting principles generally
accepted in the United States.
ERNST & YOUNG LLP
New York, New York
December 15, 2000
-8-
UST PRIVATE EQUITY INVESTORS FUND, INC.
PORTFOLIO OF INVESTMENTS OCTOBER 31, 2000
PRINCIPAL ACQUISITION COUPON VALUE
AMOUNT/SHARES DATE## RATE/YIELD (NOTE 1)
------------- ----------- ---------- ---------
U.S. GOVERNMENT AGENCY OBLIGATIONS-- 22.24%
$7,000,000 Fannie Mae, 11/02/00 (Cost $6,998,750) 6.43%* $ 6,998,750
------------
PRIVATE INVESTMENT FUNDS #, @ -- 64.84%
Allegra Capital Partners III, LP 3,758,408
Brentwood Associates Buyout Fund II, LP 1,429,668
Bruckman, Rosser, Sherrill & Co., LP 2,258,833
Morgenthaler Venture Partners IV, LP 3,441,090
Sevin Rosen Fund V, LP 4,979,541
Vanguard V, LP 4,537,126
------------
PRIVATE INVESTMENT FUNDS (Cost $9,031,687) 20,404,666
------------
PRIVATE COMPANIES #, @ -- 10.86%
COMMON AND PREFERRED STOCKS -- 10.86%
MEDICAL DEVICES -- 0.00%
1,590,909 AbTox, Inc., Series F 03/97 --
515,464 +Cardiopulmonary Corp., Series D 11/96 --
35,294 +Cardiopulmonary Corp., Series F 7/98 --
------------
--
------------
SEMICONDUCTORS -- 5.26%
294,000 LogicVision, Inc., Series F 05/97 1,355,722
70,588 LogicVision, Inc., Series I 01/00 299,999
------------
1,655,721
------------
SPECIALTY RETAIL -- 5.60%
2,608,696 +Best Friends Pet Care, Inc., Series F 12/96-3/97 1,500,000
583,333 +Best Friends Pet Care, Inc., Series G 03/98 175,000
583,333 +Best Friends Pet Care, Inc., Series H 10/99 87,500
------------
1,762,500
------------
PROMISSORY NOTE -- 0.00%
MEDICAL DEVICES--0.00%
$301,500 Abtox, Inc. 3/98 12.00% --
------------
TOTAL PRIVATE COMPANIES (Cost $10,024,499) 3,418,221
------------
PUBLIC COMPANIES, @ -- 3.12%
COMMON STOCK -- 3.12%
COMPUTER SOFTWARE -- 0.72%
42,677 Accrue Software, Inc. 197,381
7,520 #Accrue Software, Inc., (Lockup Shares) 08/98 27,824
------------
225,205
------------
SEMICONDUCTORS -- 2.40%
85,170 QuickLogic Corp. 11/96 755,884
------------
TOTAL PUBLIC COMPANIES (Cost $1,189,651) 981,089
------------
-9-
UST PRIVATE EQUITY INVESTORS FUND, INC.
PORTFOLIO OF INVESTMENTS OCTOBER 31, 2000
SHARES VALUE
- ------ -----
INVESTMENT COMPANIES -- 3.90%
647,032 Dreyfus Treasury Cash Management Fund 647,032
578,739 Fidelity Cash Portfolio, U.S. Treasury II 578,739
------------
TOTAL INVESTMENT COMPANIES (Cost $1,225,771) 1,225,771
------------
TOTAL INVESTMENTS (Cost $28,470,358**) 104.96% 33,028,497
OTHER ASSETS & LIABILITIES (NET) (4.96) (1,559,665)
------ ------------
NET ASSETS 100.00% 31,468,832
======= ============
- --------------------------
* Discount Rate.
** Aggregate cost for Federal tax and book purposes.
+ At October 31, 2000, the Company owned 5% or more of such company's
outstanding shares thereby making such company an affiliated company
as defined by the Investment Company Act of 1940. Total market value
of affiliated company securities owned at October 31, 2000 was
$1,762,500.
# Restricted as to public resale. Acquired between November 1, 1996 and
January 31, 2000. Total cost of restricted securities at October 31,
2000 aggregated $19,145,603. Total market value of restricted
securities owned at October 31, 2000 was $23,850,711 or 75.8% of net
assets.
## Required disclosure for restricted securities only.
@ Non-Income Producing Security.
See Notes to Financial Statements
-10-
UST PRIVATE EQUITY INVESTORS FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31,
2000 1999
----- ----
ASSETS:
Investments, at value (Cost $28,470,358 and $44,055,089,
respectively) (Note 1)................................. $ 33,028,497 $ 47,204,696
Receivable for investments sold............................. 225,071 436,770
Interest receivable......................................... 5,243 110,457
Prepaid expenses............................................ 4,716 8,522
Cash........................................................ -- 4,993
------------ -----------
TOTAL ASSETS.............................................. 33,263,527 47,765,438
LIABILITIES:
Incentive fee payable (Note 2).............................. 1,106,346 --
Deferred incentive fee payable (Note 2)..................... 455,814 227,752
Management fees payable (Note 2)............................ 64,155 128,136
Directors' fees payable (Note 2)............................ 66,689 43,501
Administration fees payable (Note 2)........................ 14,567 14,567
Note Payable -- 7,000,000
Accrued expenses and other payables......................... 87,124 56,213
------------ -----------
1,794,695 7,470,169
------------ -----------
NET ASSETS.................................................... $ 31,468,832 $ 40,295,269
============ ============
NET ASSETS CONSIST OF:
Undistributed net investment income......................... $ 696,749 $ 565,764
Accumulated net realized gain (loss) on investments......... (704,632) (2,577,254)
Net unrealized appreciation of investments.................. 4,558,139 3,149,607
Allowance for management incentive fee...................... (1,562,160) (227,752)
Par value................................................... 405 405
Paid-in capital in excess of par value...................... 28,480,331 39,384,499
------------ -----------
TOTAL NET ASSETS.............................................. $ 31,468,832 $ 40,295,269
============ ============
Shares of Common Stock Outstanding ($0.01 par value, 100,000
authorized)................................................. 40,463 40,463
NET ASSET VALUE PER SHARE..................................... $ 777.72 $ 995.85
============ ============
See Notes to Financial Statements
-11-
UST PRIVATE EQUITY INVESTORS FUND, INC.
STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31,
2000 1999 1998
---------- --------- ---------
INVESTMENT INCOME:
Interest income............................................... $ 510,857 $ 364,937 $ 569,706
---------- --------- ---------
EXPENSES:
Managing investment advisory fees (Note 2).................... 448,241 468,230 549,137
Directors' fees and expenses (Note 2)......................... 66,689 43,501 30,000
Administration fees (Note 2).................................. 58,000 58,000 58,000
Interest Expense on Loans (Note 5) ........................... -- 14,306 37,227
Legal fees.................................................... 57,800 100,000 60,000
Audit fees.................................................... 33,199 25,999 26,000
Amortization of organization expense (Note 4)................. -- -- 16,490
Miscellaneous expenses........................................ 32,286 38,618 29,472
---------- --------- ---------
TOTAL EXPENSES.............................................. 696,215 748,654 806,326
Expenses reimbursed by Managing Investment Adviser (Note 2)... (135,394) (146,907) (76,165)
---------- --------- ---------
NET EXPENSES................................................ 560,821 601,747 730,161
---------- --------- ---------
NET INVESTMENT LOSS............................................. (49,964) (236,810) (160,455)
---------- --------- ---------
NET REALIZED AND UNREALIZED GAIN: (Note 1)
Net realized gain (loss) on investments....................... 11,935,543 (2,449,598) 356,562
Net change in unrealized appreciation/(depreciation) of 1,408,532 5,669,810 (7,706,795)
---------- --------- ---------
Investments...................................................
NET REALIZED AND UNREALIZED GAIN/(LOSS)......................... 13,344,075 3,220,212 (7,350,233)
---------- --------- ---------
Net change in allowance for management incentive fee............ (1,334,408) (227,752) 122,095
---------- --------- ---------
NET INCREASE/(DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS..................................... $ 11,959,703 $ 2,755,650 $ (7,388,593)
============= ============= =============
See Notes to Financial Statements
-12-
UST PRIVATE EQUITY INVESTORS FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED OCTOBER 31,
2000 1999 1998
---------- --------- ---------
OPERATIONS:
Net investment income (loss).................................... $ (49,964) $ (236,810) $ (160,455)
Net realized gain (loss) on investments......................... 11,935,543 (2,449,598) 356,562
Net change in unrealized appreciation (depreciation) of
Investments................................................. 1,408,532 5,669,810 (7,706,795)
Net change in allowance for management incentive fee............ (1,334,408) (227,752) 122,095
------------ ----------- -----------
Net increase (decrease) in net assets resulting from
operations........................................................... 11,959,703 2,755,650 (7,388,593)
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income........................................... -- -- --
Net realized gain............................................... (11,207,656) (367,573) (1,883,686)
In excess of net realized gain.................................. (704,632) -- --
Paid-in capital................................................. (8,873,852) -- --
------------ ----------- -----------
Total Distributions........................................ (20,786,140) (367,573) (1,883,686)
------------ ----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS................................ (8,826,437) 2,388,077 (9,272,279)
NET ASSETS:
Beginning of year............................................... 40,295,269 37,907,192 47,179,471
------------ ----------- -----------
End of year (including undistributed net investment Income of
$696,749, $565,764 and $417,716,respectively).............. $31,468,832 $ 40,295,269 $ 37,907,192
============ ============ =============
See Notes to Financial Statements
-13-
UST PRIVATE EQUITY INVESTORS FUND, INC.
STATEMENT OF CASH FLOWS
YEAR ENDED OCTOBER 31,
2000 1999 1998
---- ---- ----
CASH FLOWS FROM INVESTING
AND OPERATING ACTIVITIES:
Proceeds from Sales of Investments.......................... $ 23,050,959 $ 3,653,921 $ 4,641,123
Purchases of Investments.................................... (1,699,403) (2,931,879) (7,074,067)
Net Increase (Decrease) in Short-Term Investments........... 6,380,398 316,094 (3,012,027)
Investment Income........................................... 616,072 283,968 747,943
Interest Paid............................................... (5,315) (14,912) (33,241)
Operating Expenses Paid..................................... (565,626) (538,166) (725,821)
------------ ------------ -------------
Net Cash Provided (Used) for Investing and Operating
Activities................................................ 27,777,085 769,026 (5,456,090)
------------ ------------ -------------
(1,000,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions Paid.......................................... (20,786,140) (367,573) (1,883,686)
Cash Receipts from Borrowings............................... -- -- 8,000,000
Cash Paid on Borrowings..................................... (7,000,000) (1,000,000) --
Other....................................................... 4,062 -- --
------------ ------------ -------------
Net Cash Used by Financing Activities....................... (27,782,078) (1,367,573) 6,116,314
------------ ------------ -------------
Net Increase/(Decrease) in Cash............................. (4,993) (598,547) 660,224
CASH AT BEGINNING OF YEAR..................................... 4,993 603,540 (56,684)
------------ ------------ -------------
CASH AT END OF YEAR........................................... $ -- $ 4,993 $ 603,540
------------ ------------ -------------
RECONCILIATION OF NET INVESTMENT LOSS TO NET CASH PROVIDED
(USED) FOR INVESTING AND OPERATING ACTIVITIES:
Net Investment Loss......................................... $ (49,964) $ (236,810) $ (160,455)
Proceeds from Sales of Investments.......................... 23,050,959 3,653,921 4,641,123
Purchases of Investments.................................... (1,699,403) (2,931,879) (7,074,067)
Net (Increase) Decrease in Short-Term Investments........... 6,380,398 316,094 (3,012,027)
Net (Increase) Decrease in Receivables Related to
Operations................................................ 109,038 (70,063) 195,833
Net Decrease in Payables Related to Operations.............. (336,321) (45,800) (204,297)
Amortization of Organization Costs.......................... -- -- 16,490
Accretion/Amortization of Discounts and Premiums............ 322,378 83,563 141,310
------------ ------------ -------------
Net Cash Provided (Used) for Investing and Operating
Activities................................................ $ 27,777,085 $ 769,026 $ (5,456,090)
============ ============ =============
See Notes to Financial Statements
-14-
UST PRIVATE EQUITY INVESTORS FUND, INC.
FINANCIAL HIGHLIGHTS--SELECTED PER SHARE DATA AND RATIOS
FOR A FUND SHARE OUTSTANDING THROUGHOUT EACH PERIOD
YEAR ENDED OCTOBER 31,
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
NET ASSET VALUE, BEGINNING OF PERIOD............. $ 995.85 $ 936.84 $ 1,165.99 $ 1,055.77 $ 992.32
---------- ---------- ---------- ---------- ----------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)................... (1.23) (5.85) (3.97) 5.35 40.33
Net Realized and Unrealized Gain (Loss) on
Investments.................................. 329.79 79.57 (181.64) 144.20 32.84
Net Change in Allowance for Management
Incentive fee................................ (32.98) (5.63) 3.01 (2.91) (0.10)
---------- ---------- ---------- ---------- ----------
Total from Investment Operations............. 295.58 68.09 (182.60) 146.64 73.07
---------- ---------- ---------- ---------- ----------
DISTRIBUTIONS
Net Investment Income.......................... -- -- -- (35.34) (9.62)
Net Realized Gain.............................. (276.99) (9.08) (46.55) (1.08) --
In Excess of Net Realized Gain................. (17.41) -- -- -- --
Paid-in Capital................................ (219.31) -- -- -- --
---------- ---------- ---------- ---------- ----------
Total Distributions....................... (513.71) (9.08) (46.55) (36.42) (9.62)
---------- ---------- ---------- ---------- ----------
NET ASSET VALUE, END OF PERIOD................... $ 777.72 $ 995.85 $ 936.84 $ 1,165.99 $1,055.77
========== ========== ========== ========== =========
TOTAL NET ASSET VALUE RETURN+.................... 35.41% 7.33% (16.22)% 14.37% 7.41%
---------- ---------- ---------- ---------- ----------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (Thousands).......... $ 31,469 $ 40,295 $ 37,907 $ 47,179 $ 42,720
Ratio of Net Operating Expenses to Average
Net Assets .................................. 1.54% 1.62% 1.77% 1.65% 1.00%
Ratio of Gross Operating Expenses to Average
Net Assets++................................. 1.92% 2.01% 1.95% 2.02% 1.56%
Ratio of Net Investment Income (Loss) to
Average Net Assets........................... (0.14)% (0.64)% (0.39)% 0.48% 3.96%
Interest Expense Ratio......................... 0.01% 0.04% 0.09% N/A N/A
Portfolio Turnover Rate........................ 5% 10% 11% 44% 10%
+ Total investment return based on per share net asset value reflects the
effects of changes in net asset value based on the performance of the
during the period, and assumes dividends and distributions, if any,
were reinvested. The Company's shares are not publicly traded, therefore
market value total investment return is not calculated.
++ Expense ratio before waiver of fees and reimbursement of expenses by
Managing Investment Adviser.
-15-
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
UST Private Equity Investors Fund, Inc. (defined herein these notes as
the "Fund") was incorporated under the laws of the State of Maryland on
September 16, 1994, and is a non-diversified, closed-end management
investment company that has elected to be treated as a business development
company under the Investment Company Act of 1940, as amended.
The following is a summary of the Fund's significant accounting
policies. Such policies are in conformity with generally accepted
accounting principles for investment companies and are consistently
followed in the preparation of the financial statements. Generally accepted
accounting principles require management to make estimates and assumptions
that affect the reported amounts and disclosures in the financial
statements. Actual results could differ from these estimates.
(a) PORTFOLIO VALUATION:
The Fund values portfolio securities quarterly and at other such
times, as in the Board of Directors' view, as circumstances warrant.
Investments in securities that are traded on a recognized stock
exchange or on the national securities market are valued at the last
sale price for such securities on the valuation date. Short-term debt
instruments with remaining maturities of 60 days or less are valued at
amortized cost, which approximates market value. Direct equity
investments that are the same class as a class of stock that is
registered and publicly traded, but are subject to regulatory holding
periods or other restrictions, are valued based upon the last sales
price of the unrestricted stock on the securities exchange on which
such securities are primarily traded, less a liquidity discount
determined by the Investment Adviser. Direct equity investments for
which market quotations are not readily available are carried at fair
value as determined in good faith by the Investment Adviser after
considering certain pertinent factors, including the cost of the
investment, developments since the acquisition of the investment,
comparisons to similar publicly traded investments, subsequent
purchases of the same investment by other investors, the current
financial position and operating results of the issuer and such other
factors as may be deemed relevant. Investments in limited partnerships
are carried at fair value as determined by the Investment Adviser. In
establishing the fair value of investments in other partnerships, the
Investment Adviser takes into consideration information received from
those partnerships, including their financial statements and the fair
value established by the general partner of the investee partnership.
At October 31, 2000, market quotations were not readily available
for securities valued at $23,822,887. Such securities were valued by
the Investment Adviser, under the supervision of the Board of
Directors. Because of the inherent uncertainty of valuation, the
estimated values may differ significantly from the values that would
have been used had a ready market for the securities existed, and the
differences could be material.
(b) SECURITY TRANSACTIONS AND INVESTMENT INCOME:
Security transactions are recorded on a trade date basis.
Realized gains and losses on investments sold are recorded on the
basis of identified cost. Interest income, adjusted for amortization
of premiums and discounts on investments, is earned from settlement
date and is recorded on the accrual basis. Dividend income is recorded
on the ex-dividend date.
(c) REPURCHASE AGREEMENTS:
The Fund enters into agreements to purchase securities and to
resell them at a future date. It is the Fund's policy to take custody
of securities purchased and to ensure that the market value of the
collateral including accrued interest is sufficient to protect the
Fund from losses incurred in the event the counterparty does not
repurchase the securities. If the seller defaults and the value of the
collateral declines or if bankruptcy proceedings are commenced with
-16-
respect to the seller of the security, realization of the collateral
by the Fund may be delayed or limited.
(d) FEDERAL INCOME TAXES:
It is the policy of the Fund to continue to qualify as a
"regulated investment company" under Subchapter M of the Internal
Revenue Code and distribute substantially all of its taxable income to
its shareholders. Therefore, no federal income or excise tax provision
is required.
Dividends from net investment income are declared and paid at
least annually. Any net realized capital gains, unless offset by any
available capital loss carryforward, are distributed to shareholders
at least annually. Dividends and distributions are determined in
accordance with Federal income tax regulations which may differ from
generally accepted accounting principles. These "book/tax" differences
are either considered temporary or permanent. To the extent these
differences are permanent, such amounts are reclassified within the
capital accounts based on their federal tax basis treatment; temporary
differences do not require reclassification. During the current year,
permanent differences, primarily due to net operating losses, resulted
in increases in undistributed net investment income and accumulated
net realized gain on investments and a corresponding decrease in
paid-in capital. The reclassification had no effect on net assets.
At October 31, 2000, the tax basis of the Fund's investments for
Federal income tax purposes amounted to $28,470,358. The net
unrealized appreciation amounted to $4,558,139, which is comprised of
gross unrealized appreciation of $11,642,303 and aggregate gross
unrealized depreciation of $7,084,164.
2. INVESTMENT ADVISORY FEE, ADMINISTRATION FEE, AND RELATED PARTY TRANSACTIONS
Pursuant to an Investment Management Agreement ("Agreement"), United
States Trust Company of New York ("U.S. Trust") serves as the Managing
Investment Adviser to the Fund. Under the Agreement, for the services
provided, U.S. Trust is entitled to receive a fee, at the annual rate of
1.50% of the net assets of the Fund, determined as of the end of each
fiscal quarter, that are invested or committed to be invested in Portfolio
Companies or Private Funds and equal to an annual rate of 0.50% of the net
assets of the Fund, determined as of the end of each fiscal quarter, that
are invested in short-term investments and are not committed to Portfolio
Companies or Private Funds.
In addition to the management fee, the Fund has agreed to pay U.S.
Trust an incentive fee in an amount equal to 10% of the cumulative realized
capital gains (net of realized capital losses and unrealized net capital
depreciation), less the aggregate amount of incentive fee payments in prior
years. If the amount of the incentive fee in any year is a negative number,
or cumulative net realized gains less net unrealized capital depreciation
at the end of any year is less than such amount calculated at the end of
the previous year, U.S. Trust will be required to repay the Fund all or a
portion of the incentive fee previously paid.
U.S. Trust is a state-chartered bank and trust company and a member
bank of the Federal Reserve System and is a wholly-owned subsidiary of U.S.
Trust Corporation, a registered bank holding company. U.S. Trust
Corporation is a wholly-owned subsidiary of The Charles Schwab Corporation.
Chase Global Funds Services Company, a corporate affiliate of The
Chase Manhattan Bank, (the "Administrator") provides administrative
services to the Fund. For the services provided to the Fund, the
Administrator is entitled to an annual fee of $58,000, which is paid
quarterly.
U.S. Trust has voluntarily agreed to waive or reimburse other
operating expenses of the Fund, exclusive of management fees, to the extent
they exceed 0.42% of the Fund's net assets, and U.S. Trust will waive or
reimburse, exclusive of management fees, all such expenses with respect to
that portion of the Fund's net assets, determined as of the end of each
fiscal quarter, that is invested in short-term investments.
-17-
Each Director of the Fund receives an annual fee of $9,000, plus a
meeting fee of $1,500 for each meeting attended, and is reimbursed for
expenses incurred for attending meetings. No person who is an officer,
director or employee of U.S. Trust, or of any parent or subsidiary thereof,
who serves as an officer, director or employee of the Fund receives any
compensation from the Fund.
3. PURCHASES AND SALES OF SECURITIES
Excluding short-term investments, the Fund's purchases and sales of
securities for the years ended October 31, 2000, October 31, 1999 and
October 31, 1998 aggregated:
Year Ended
October 31, Purchases ($) Sales ($)
----------- ------------- ---------
2000 1,699,403 21,312,360
1999 2,931,879 4,090,691
1998 7,074,067 3,870,893
4. TRANSACTIONS WITH AFFILIATED COMPANIES
An affiliated company is a company in which the fund has ownership of
at least 5% of the voting securities. The Fund did not receive dividend or
interest income from affiliated companies during the period. There were no
transactions with companies which are or were affiliates during the period.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth under the headings "Election of
Directors," "Section 16(a) Beneficial Ownership Reporting Compliance" and
"Additional Information -- Officers" appearing in the Company's definitive
Proxy Statement for the 2001 Annual Meeting of Stockholders to be held on
March 16, 2001, which will be filed with the Securities and Exchange
Commission not later than 120 days after October 31, 2000, is incorporated
herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information set forth under the caption "Election of
Directors" in the Company's definitive Proxy Statement for the 2001 Annual
Meeting of Stockholders to be held on March 16, 2001, which will be filed
with the Securities and Exchange Commission not later than 120 days after
October 31, 2000, is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information set forth under the caption "Security Ownership of
Certain Beneficial Owners and Management" appearing in the Company's
definitive Proxy Statement for the 2001 Annual Meeting of Stockholders to
be held on March 16, 2000, which will be filed with the Securities and
Exchange Commission not later than 120 days after October 31, 2000, is
incorporated herein by reference.
-18-
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
-19-
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. FINANCIAL STATEMENTS
The financial statements listed in Item 8, "Financial
Statements and Supplementary Data," beginning on page 7
are filed as part of this report.
2. FINANCIAL STATEMENT SCHEDULES
The financial statement schedules listed in Item 8,
"Financial Statements and Supplementary Data," beginning
on page 7 are filed as part of this report.
3. EXHIBITS
Exhibit
Number Description
------- -----------
(3)(i) Articles of Incorporation of the Company 1
(3)(ii) By-Laws of the Company 1
(10)(a) Managment Agreement 2
(10)(b) Transfer Agency and Custody Agreement 3
(23) Consent of Independent Auditors
(b) REPORTS ON FORM 8-K
None.
- --------
1 Incorporated by reference to UST Private Equity Investors Fund,
Inc.'s Registration Statement on Form N-2 (File No. 033-84290),
filed with the Securities and Exchange Commission on September 22,
1994.
2 Incorporated by reference to UST Private Equity Investors Fund,
Inc.'s Definitive Proxy Statement for the 2000 Annual Meeting of
Stockholders, filed with the Securities and Echange Commission on
May 25, 2000.
3 Incorporated by reference to UST Private Equity Investors Fund,
Inc.'s Registration Statement on Form N-2/A (File No. 033-84290)
filed with the Securities and Exchange Commission on November 1,
1994.
-20-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the e Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
UST PPRIVATE EQUITY INVESTORS FUND,INC
Date: January 29, 2001 By: /S/DAVID I. FANN
-------------------------- ---------------------------------------
David I. Fann, Chief Executive Officer
and President
(principal executive officer)
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 and in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/S/DAVID I. FANN
- -------------------------------- Chief Executive Officer and President (principal January 29, 2001
David I. Fann executive officer)
/S/BRIAN F. SCHMIDT
- -------------------------------- Chief Financial Officer January 29, 2001
Brian F. Schmidt (principal financial and accounting officer)
/S/JOHN C. HOVER II
- -------------------------------- Chairman of the Board and Director January 29, 2001
John C. Hover II
/S/GENE M. BERNSTEIN
- -------------------------------- Director January 29, 2001
Gene M. Bernstein
/S/STEPHEN V. MURPHY
- -------------------------------- Director January 29, 2001
Stephen V. Murphy
/S/VICTOR F. IMBIMBO, JR.
- -------------------------------- Director January 29, 2001
Victor F. Imbimbo, Jr
-21-