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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1997
REGISTRATION NO. 333-23811
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-2
[ ] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] PRE-EFFECTIVE AMENDMENT NO.
[X] POST-EFFECTIVE AMENDMENT NO. 1
AND/OR
[ ] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X] AMENDMENT NO. 1
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EXCELSIOR PRIVATE EQUITY FUND II, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
114 WEST 47TH STREET,
NEW YORK, NEW YORK 10036-1532
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES (NUMBER, STREET, CITY, STATE, ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (212) 852-3949
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DAVID I. FANN
DOUGLAS A. LINDGREN
EXCELSIOR PRIVATE EQUITY FUND II, INC.
114 WEST 47TH STREET,
NEW YORK, NEW YORK 10036-1532
(NAME AND ADDRESS OF AGENTS FOR SERVICE)
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COPIES TO:
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<S> <C>
LAWRENCE G. GRAEV, ESQ. RONALD A. SCHWARTZ, ESQ.
O'SULLIVAN GRAEV & KARABELL, LLP UNITED STATES TRUST COMPANY OF NEW YORK
30 ROCKEFELLER PLAZA 114 WEST 47TH STREET
NEW YORK, NEW YORK 10112 NEW YORK, NEW YORK 10036-1532
PHONE NO.: (212) 408-2400 PHONE NO.: (212) 852-1315
FAX NO.: (212) 408-2420 FAX NO.: (212) 852-1310
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APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after
the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis in reliance on Rule 415 under the Securities Act
of 1933, other than securities offered in connection with a dividend
reinvestment plan, check the following box. [X]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS
EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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Explanatory Note
This Post-Effective Amendment No. 1 to the Registration Statement on
Form N-2 (File No. 333-23811) consists solely of the filing of the following
Prospectus Supplement.
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Supplement to Prospectus dated June 2, 1997
The following paragraph is hereby added as the first paragraph on page
4 of this Prospectus under the caption "Investor Suitability Standards -
Retirement Account Considerations" and as the last paragraph on page 17 under
the caption "Terms of the Offering and Purchase of Shares - Investor
Suitability Standards";
"Shares may not be purchased by any employee benefit plan or individual
retirement account with respect to which U.S. Trust or any of its affiliates is
a fiduciary within the meaning of Section 3(21) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA").
The following four paragraphs are hereby added on page 19 of the
Prospectus as the last paragraphs under the caption "Management - Managing
Investment Adviser; Compensation - Portfolio Companies":
"LogicVision, San Jose, CA
LogicVision is a leader in delivering built-in self-test technology for
integrated circuits. LogicVision's established customer base consists of
numerous, leading manufacturers of computer hardware and peripherals.
NeoVista Software, Inc., Cupertino, CA
NeoVista is a leading data mining and knowledge discovery software
company. NeoVista has successfully deployed its technology to enable business
people to extract valuable information from the vast amount of data that is
being gathered and stored for Fortune 1000 customers such as Wal-Mart.
The Party Experience, Inc., Melville, NY
The Party Experience is a leading owner and operator of retail paper
and party goods superstores in the United States with 71 superstores in the
Northeast.
Plynetics Express, Inc., San Leandro, CA
Plynetics is a leader in the rapid prototyping and rapid tooling
service industries. Plynetics' service offerings allow manufacturers to
outsource the prototyping and pilot manufacturing stages of the product
development process. This enables their customers to introduce products to
market more quickly, efficiently more economically."
August 8, 1997
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
has duly caused this Post-Amendment No. 1 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on the 8th day of August, 1997.
EXCELSIOR PRIVATE EQUITY
FUND II, INC.
By:/s/ David I. Fann
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David I. Fann, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
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Signature Title Date
<S> <C> <C>
* Chairman of the Board and Director August 8, 1997
- ------------------------------------
Edith A. Cassidy
*
- ------------------------------------
Gene M. Bernstein Director August 8, 1997
*
- ------------------------------------
Stephen V. Murphy Director August 8, 1997
/s/ David I. Fann President and Chief Executive August 8, 1997
- ------------------------------------ Officer (principal executive
David I. Fann officer)
* Chief Financial Officer (principal
- ------------------------------------ financial and accounting officer) August 8, 1997
Brian Schmidt
* By /s/ David I. Fann
- ------------------------------------
David I. Fann
Attorney-in-Fact
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