SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended July 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 0-22277
--------------------------------
EXCELSIOR PRIVATE EQUITY FUND II, INC.
(Exact name of Registrant as specified in its charter)
MARYLAND 13-3786385
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
114 West 47th Street
New York, NY 10036-1532
(Address of principal executive offices, including zip code)
(212) 852-1000
(Telephone number, including area code)
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 |_|
As of July 31, 2000, there were 195,730 shares of the Registrant's Common
Stock, $.01 par value per share, outstanding.
EXCELSIOR PRIVATE EQUITY FUND II, INC.
This Quarterly Report on Form 10-Q contains historical information and
forward-looking statements. Statements looking forward in time are included
in this Form 10-Q pursuant to the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. They involve known and unknown
risks and uncertainties that may cause the Company's actual results to
differ from future performance suggested herein.
INDEX PAGE NO.
----- --------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited).
Portfolio of Investments as of July 31, 2000 (Unaudited)
and October 31, 1999.
Statement of Assets and Liabilities at July 31, 2000
(Unaudited) and October 31, 1999.
Statement of Operations (Unaudited) for the three-month
period ended July 31, 2000, the fiscal year to date July
31, 2000, the three-month period ended July 31, 1999 and
the six-month period ended July 31, 1999.
Statement of Changes in Net Assets (Unaudited) for the
three-month period ended July 31, 2000, the fiscal year to
date July 31, 2000, the three-month period ended July 31,
1999 and the six-month period ended July 31, 1999.
Statement of Cash Flows (Unaudited) for the six-month
period ended July 31, 2000, and the six-month period ended
July 31, 1999.
Notes to Financial Statements.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Item 2. Changes in Securities.
Item 3. Defaults upon Senior Securities.
Item 4. Submission of Matters to a Vote of Securityholders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
SIGNATURES
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
ITEM 1. FINANCIAL STATEMENTS
EXCELSIOR PRIVATE EQUITY FUND II, INC. FISCAL YEAR END: OCTOBER 31, 2000
PORTFOLIO OF INVESTMENTS QUARTER ENDED: JULY 31, 2000
------------------------------------------------------------------------------------------------------------
JULY 31, 2000 OCTOBER 31, 1999
---------------------------- ----------------------------
PORTFOLIO STRUCTURE
<S> <C> <C> <C> <C>
PORTFOLIO COMPANIES $116,558,351 38.38% $102,068,711 41.64%
PRIVATE FUNDS 76,408,931 25.16% 24,103,891 9.83%
PUBLICLY TRADED COMPANIES 60,792,032 20.02% -- --
SHORT-TERM INVESTMENTS: -- --
COMMERCIAL PAPER -- -- 70,770,253 28.87%
CORPORATE BONDS -- -- 1,000,526 0.41%
U.S. GOVERNMENT & AGENCY OBLIGATIONS 51,829,867 17.07% 43,900,267 17.91%
INVESTMENT COMPANIES 12,998,556 4.28% 12,864,651 5.25%
-------------- ------------ --------------- ------------
TOTAL INVESTMENTS 318,587,737 104.90% 254,708,299 103.91%
OTHER ASSETS & LIABILITIES (NET) (14,891,195) -4.90% (9,601,385) -3.91%
-------------- ------------ --------------- ------------
NET ASSETS $303,696,542 100.00% $245,106,914 100.00%
============== ============ =============== ============
</TABLE>
<TABLE>
<CAPTION>
EXCELSIOR PRIVATE EQUITY FUND II, INC. FISCAL YEAR END: OCTOBER 31, 2000
PORTFOLIO OF INVESTMENTS QUARTER ENDED: JULY 31, 2000
------------------------------------------------------------------------------------------------------------
PORTFOLIO
AMOUNT/SHARES COUPON VALUE
-------------- ------------
U.S. GOVERNMENT AGENCY OBLIGATIONS - 17.07%
<S> <C> <C>
12,000,000 Federal Home Loan Bank, 8/01/00 6.43% $ 12,000,000
40,000,000 Federal Home Loan Bank, 8/25/00 6.38% 39,829,867
------------
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS 51,829,867
(Cost $51,829,867)
PUBLICLY TRADED COMPANIES - 20.02%
13,028 Vignette Corp. 441,323
3,715 Sciquest.Com, Inc. 36,337
3,574,185 Life Minders, Inc. 60,314,372
------------
TOTAL PUBLICLY TRADED COMPANIES 60,792,032
(Cost $10,698,148)
PRIVATE INVESTMENT FUNDS - 25.15%
Advanced Technology Ventures, LP 3,499,150
Brand Equity Ventures I, LP 2,702,805
Brentwood Associates Buyout Fund II, LP 1,810,803
Broadview Capital Partners, LP 2,138,036
Commonwealth Capital Ventures II, LP 2,619,094
Communications Ventures III, LP 20,239,374
Friedman, Fleischer & Lowe LLC, LP 751,534
Mayfield Fund X, LP 7,059,017
MidAtlantic Venture Fund III, LP 8,015,159
Morgenthaler Venture Partners V, LP 16,140,807
Quad-C Partners V, LP 4,146,805
Sevin Rosen Fund VI, LP 2,892,025
Trinity Ventures VI, LP 4,394,322
------------
TOTAL PRIVATE INVESTMENT FUNDS 76,408,931
(Cost $37,457,484)
PRIVATE COMPANIES - 38.38%
BIOTECHNOLOGY - 1.87%
7,100,000 Protogene Inc. 5,680,000
------------
COMPUTER SOFTWARE - 2.30%
1,151,315 Constellar Corp., Series C 6,999,995
------------
EDUCATIONAL SERVICES - 6.80%
7,548 Advantage Schools, Inc., Series C 8,722,514
181,937 Advantage Schools, Inc., Series D 2,102,482
388,810 Classroom Holdings, Inc. (Preferred) 6,819,961
173,811 Classroom Holdings, Inc., Series C (Preferred) 2,999,978
------------
20,644,935
------------
INTERNET SERVICES - BUSINESS - 15.89%
781,766 Captura Software, Inc., Series D (Preferred) 7,262,606
1,113,053 ePod Corp. 2,621,240
2,388,345 Firstsource 10,000,000
583,333 Killerbiz, Inc. 583,333
5,544,407 Marketfirst Software, Inc. 5,850,000
2,000,100 My Seasons.Com, Inc. 2,000,100
7,613,967 Managemark, Inc. 5,500,002
4,285,715 BPA Systems Inc. 5,000,144
1,676,229 ReleaseNow.com, Series D (Preferred) 8,381,145
115,000 ReleaseNow.com, Series E (Preferred) 575,000
100,000 ReleaseNow.com, Series F (Preferred) 500,000
------------
------------
48,273,570
------------
MEDICAL DEVICES - 5.01%
5,624,144 Curon Medical 7,624,144
1,123,059 SurVivaLink Corp., Series B 7,584,999
------------
15,209,143
------------
SEMICONDUCTORS - 4.64%
7,960,371 PowerSmart, Inc., Series A 7,960,371
4,850,000 PowerSmart, Inc., Common 5,128,390
530,786 PowerSmart, Inc. Private Placement 1,000,001
------------
14,088,762
------------
WIRELESS RADIO EQUIPMENT - 1.65%
3,033,981 Zeus Wireless, Inc. 5,000,001
------------
WARRANTS - 0.22%
EDUCATIONAL SERVICES - 0.02%
46,219 Advantage Schools, Inc., Series D 46,293
SOFTWARE DISTRIBUTION SERVICES - 0.20%
173,913 Captura Software, Inc., Series D 615,652
------------
------------
TOTAL PRIVATE COMPANIES 116,558,351
(Cost $96,826,612)
INVESTMENT COMPANIES - 4.28%
7,665,381 Dreyfus Treasury Cash Management Fund 7,665,381
5,286,775 Fidelity Cash Portfolio, U.S. Treasury II 5,286,775
46,400 Dreyfus Government Cash Management Fund 46,400
------------
TOTAL INVESTMENT COMPANIES (COST $12,998,556) 12,998,556
------------
TOTAL INVESTMENTS (COST $209,810,667) 104.90 % 318,587,737
OTHER ASSETS & LIABILITIES (NET) 4.90 (14,891,195)
-------------- ------------
NET ASSETS 100.00 % $ 303,696,542
============== ============
</TABLE>
<TABLE>
<CAPTION>
EXCELSIOR PRIVATE EQUITY FUND II, INC. FISCAL YEAR END: OCTOBER 31, 2000
STATEMENT OF ASSETS AND LIABILITIES QUARTER ENDED: JULY 31, 2000
-------------------------------------------------------------------------------------------------------------
ASSETS JULY 31, 2000 OCTOBER 31, 1999
-------------------------------------------- --------------- ----------------
<S> <C> <C>
Investment Securities, at Cost $ 209,810,667 $ 222,252,794
=============== ==============
Investment Securities, at Value 318,587,737 254,708,299
Cash 356,854 136
Receivables:
Interest 78,695 241,822
For Investments Sold 5,712,479 1,705,909
Prepaid Assets 54,557 28,269
TOTAL ASSETS 324,790,322 256,684,435
-------------- --------------
LIABILITIES
Managing Investment Advisory Fees Payable 7,017,060 5,599,309
Deferred Incentive Fees Payable 13,877,138 5,837,077
Administration & Shareholder Servicing Fees Payable 32,829 14,499
Directors Fees Payable 51,439 43,500
Accrued Expenses and Other Payables 115,314 83,136
----------------- ----------------
TOTAL LIABILITIES 21,093,780 11,577,521
--------------- --------------
NET ASSETS $ 303,696,542 $ 245,106,914
============== =============
NET ASSETS CONSIST OF
Accumulated Undistributed Net Investment
Income $ 4,665,428 $ 5,259,727
Acumulated Net Realized Gain/Loss on Investments 18,552,928 22,825,393
Net Unrealized Appreciation of Investments 108,777,070 32,455,505
Allowance for Management Incentive (23,616,730) (227,752)
Par Value 1,957 1,957
Paid In Capital in Excess of Par Value 195,315,889 195,315,889
-------------- -------------
TOTAL NET ASSETS $ 303,696,542 $ 245,106,914
============== =============
Shares of Common Stock Outstanding 195,730 195,730
-------------- -------------
NET ASSET VALUE PER SHARE $ 1,551.61 $ 1,252.27
=============== =============
</TABLE>
<TABLE>
<CAPTION>
EXCELSIOR PRIVATE EQUITY FUND II, INC. FISCAL YEAR END: OCTOBER 31, 2000
STATEMENT OF OPERATIONS QUARTER ENDED: JULY 31, 2000
---------------------------------------------------------------------------------------------------------------------------
FISCAL YEAR FISCAL YEAR
INVESTMENT INCOME QUARTER ENDED TO DATE QUARTER ENDED TO DATE
JULY 31, 2000 JULY 31, 2000 JULY 31,1999 JULY 31,1999
--------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
Interest Income $ 758,225 $ 3,025,257 $ 1,673,265 $ 5,220,400
--------------- ------------- ------------- -------------
TOTAL INCOME 758,225 3,025,257 1,673,265 5,220,400
--------------- ------------- ------------- -------------
EXPENSES
Management Investment Advisory Fees 1,038,888 3,268,372 673,126 1,683,034
Administrative Fees & Shareholder Servicing Fees 16,715 49,783 16,551 47,947
Custodial Fees 17,996 52,740 25,748 46,037
Legal Fees 27,651 100,738 28,088 101,912
Audit and Other Professional Service Fees 17,838 31,761 6,553 19,446
Directors' Fees and Expenses 15,049 51,639 10,964 32,536
Shareholder Reports 2,371 6,198 1,638 4,862
Insurance Expense 19,574 56,841 17,093 46,328
Interest Expense -- -- -- 16,336
Miscellaneous Expense 377 2,686 503 998
--------------- ------------- ------------- -------------
TOTAL EXPENSES 1,156,459 3,620,398 780,264 1,999,436
Fees Waived and Reimbursed by Advisor -- -- -- --
NET EXPENSES 1,156,459 3,620,398 780,264 1,999,436
--------------- ------------- ------------- -------------
NET INVESTMENT INCOME (LOSS) (398,234) (595,141) 893,001 3,220,964
--------------- ------------- ------------- -------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Net Realized Gain on Securities Transactions 27,357,925 27,685,209 8,812,595 9,234,096
Change in Unrealized Appreciation
on Investments (64,660,822) 76,322,406 15,942,539 31,903,204
--------------- ------------- ------------- -------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS (37,302,897) 104,007,615 24,755,134 41,137,300
Change in Management Incentive Fee 11,128,774 (12,865,173) (1,709,461) (1,793,643)
--------------- ------------- ------------- -------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $ (26,572,357) $ 90,547,301 $ 23,938,674 $ 42,564,621
=============== ============= ============ ============
</TABLE>
<TABLE>
<CAPTION>
EXCELSIOR PRIVATE EQUITY FUND II, INC. FISCAL YEAR END: OCTOBER 31, 2000
STATEMENT OF CHANGES IN NET ASSETS QUARTER ENDED: JULY 31, 2000
---------------------------------------------------------------------------------------------------------------------
FISCAL YEAR FISCAL YEAR
QUARTER ENDED TO DATE QUARTER ENDED TO DATE
JULY 31, 2000 JULY 31, 2000 JULY 31, 1999 JULY 31, 1999
------------- ------------- ------------- -------------
OPERATIONS:
<S> <C> <C> <C> <C>
Net Investment Loss $ (398,234) $ (595,141) $ 893,001 $ 3,220,964
Net Ralized Gain on Investments 27,357,925 27,685,209 8,812,595 9,234,096
Change in Unrealized Appreciation
on Investments (64,660,822) 76,322,406 15,942,539 31,903,204
Change in Allowance for Management Incentive Fee
11,128,774 (12,865,173) (1,709,461) (1,793,643)
-------------- --------------- -------------- -------------
Net Increase (Decrease) in Net Assets
Resulting From Operations (26,572,357) 90,547,301 23,938,674 42,564,621
DISTRIBUTIONS TO SHAREHOLDERS:
From Net Investment Income -- -- -- (7,669,460)
From Net Realized Gain on Investments -- (31,957,673) -- --
----------------- ---------------- ---------------- -----------------
NET INCREASE (DECREASE) IN NET ASSETS (26,572,357) 58,589,628 23,938,674 34,895,161
NET ASSETS:
Beginning of Period 330,268,899 245,106,914 213,217,750 202,261,263
------------- ------------- ------------- -------------
End of Period $ 303,696,542 $ 303,696,542 $ 237,156,424 $ 237,156,424
============= ============= ============= =============
</TABLE>
<TABLE>
<CAPTION>
EXCELSIOR PRIVATE EQUITY FUND II, INC. FISCAL YEAR END: OCTOBER 31, 2000
STATEMENT OF CASH FLOWS QUARTER ENDED: JULY 31, 2000
-------------------------------------------------------------------------------------------------------------
FISCAL YEAR TO DATE FISCAL YEAR TO DATE
JULY 31, 2000 JULY 31, 1999
------------- -------------
CASH FLOWS FROM INVESTING AND OPERATING
ACTIVITIES:
<S> <C> <C>
Proceeds from Sales of Investments $ 1,298,136,306 $ 2,263,707,567
Purchases of Investments (1,324,240,203) (2,282,141,214)
Net Decrease in Short Term Investments 63,707,274 23,051,766
Investment Income 1,708,965 4,821,470
Operating Expenses Paid (6,994,658) 1,790,276)
---------------- -----------------
Net Cash Provided for Investing and Operating Activities 32,317,684 7,649,313
--------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions Paid (31,960,967) (7,669,773)
--------------- -----------------
Net Cash Used by Financing Activities (31,960,967) (7,669,773)
--------------- -----------------
Net Decrease in Cash 356,717 (20,460)
CASH AT BEGINNING OF YEAR: 137 20,601
------------------ ------------------
CASH AT END OF YEAR: $ 356,854 $ 141
------------------ ------------------
$ $
</TABLE>
(1) Significant Accounting Policies
Excelsior Private Equity Fund II, Inc. (the "Company") was
incorporated under the laws of the State of Maryland on March 20, 1997 and
is registered under the Securities Exchange Act of 1934, as amended, as a
non-diversified, closed-end management investment company which has elected
to be treated as a business development company under the Investment
Company Act of 1940, as amended. The Company commenced operations on
October 8, 1997.
Certain information and footnote disclosures normally included in
the financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. Reference is made to
the Company's annual report included in Form 10-K as filed with the
Securities and Exchange Commission for the Notes to the Financial
Statements that remain unchanged.
The following is a summary of the Company's significant accounting
policies.
(a) Portfolio valuation:
The Company values portfolio securities quarterly and at other
such times as, in the Board of Directors' view, circumstances warrant.
Investments in unrestricted 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. Securities and other
assets for which market quotations are not readily available or that are
restricted are valued, pursuant to guidelines adopted by the Managing
Investment Adviser, under the supervision of the Board of Directors.
(b) Federal income taxes:
It is the policy of the Company to continue to qualify as a
"regulated investment company" solely for purposes of 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.
(2) Purchases and Sales of Securities:
Purchase and sales of securities for the three-month period ended
July 31, 2000, excluding short-term investments, for the Company aggregated
$8,483,333 and $29,102,807, respectively. At July 31, 2000, the Company had
outstanding investment commitments totaling $19,011,806.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
---------------------
THREE-MONTH PERIOD ENDED JULY 31, 2000 AS COMPARED TO
THE SIMILAR PERIOD IN 1999
The Company's net asset value per common share was $1,551.61 at July 31,
2000, down $135.76 per share from the net asset value per common share of
$1,687.37 at April 30, 2000. The decrease resulted primarily from the
decrease in value of Lifeminders, Inc., offset by increases in the
Company's holdings of Communications Ventures, III and Morgenthaler Venture
Partners V. The Company's net asset value per common share was $1,211.65 at
July 31, 2000, up $122.30 per share from the net asset value per common
share of $1,089.35 at April 30, 1999.
REALIZED AND UNREALIZED GAINS AND LOSSES FROM PORTFOLIO INVESTMENTS
-------------------------------------------------------------------
For the three months ended July 31, 2000 and 1999, the Company had a net
realized gain/(loss) on security transactions of $27,357,925 and
$8,812,595, respectively. The realized gains are principally the result of
sales of Lifeminders as well as sales of Cisco Systems, Broadcom and Check
Free Holdings. For the three months ended July 31, 2000 and 1999, the
Company had a net change in unrealized appreciation/(depreciation) on
investments of ($64,660,822) and $15,942,539, respectively. The change in
unrealized appreciation/(depreciation) is principally the result of a
decline in the value of Lifeminders.
INVESTMENT INCOME AND EXPENSES
------------------------------
For the three months ended July 31, 2000, the Company had interest income
of $758,225 and net operating expenses of $1,156,459, resulting in net
investment loss of $398,234. For the three months ended July 31, 1999, the
Company had interest income of $1,673,265 and net operating expenses of
$780,264, resulting in net investment income of $893,001. The primary
reason for the decline in interest income was the decline of assets
invested in short-term instruments and an increase in assets invested in
private companies and private funds.
United States Trust Company of New York (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. For the quarters ended July 31, 2000 and
1999, the Managing Investment Adviser earned $1,038,888 and $673,126 in
management fees, respectively. In addition, for the quarters ended July 31,
2000 and 1999, the change in allowance for the Management Incentive Fee was
($11,128,774) and $1,709,461, respectively.
NET ASSETS
----------
At July 31, 2000, the Company's net assets were $303,696,542, a decrease of
$26,572,357 from net assets of $330,268,899 at April 30, 2000. At July 31,
1999, the Company's net assets were $237,156,424, an increase of
$23,938,674 from net assets of $213,217,750 at April 30, 1999.
CASH FLOWS
----------
For the fiscal year to date ended July 31, 2000, the Company's net cash
provided for investing and operating activities was $32,317,684, an
increase of $24,044,063 over the same period in fiscal 1999. This increase
was principally the result of the Company continuing to make initial and
follow-on investments in portfolio companies while meeting capital calls
for all its private fund investments.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The Company focuses its investments in the private equity securities of
later-stage venture capital companies and middle-market companies which the
Company believes offer significant long-term capital appreciation. The
Company may offer managerial assistance to certain of these companies. The
Company invests its available cash in short-term investments of marketable
securities to provide the liquidity necessary to make portfolio investments
as investment opportunities arise. During the quarter ended July 31, 2000,
the Company made follow-on investments in Curon Medical, ePod, Killerbiz,
Managemark and Marketfirst Software.
At July 31, 2000, the Company held $356,854 in cash and $318,587,737 in
investments. At July 31, 2000, investments included $116,558,351 in
portfolio companies, $60,792,032 in public companies, $76,408,931 in
private funds, $51,829,867 in government agency obligations, and
$12,998,556 in investment companies. At April 30, 2000, investments
included $248,837,949 in portfolio companies, $59,315,124 in private
investment funds, $12,579,389 in investment companies, $39,928,133 in
government agency obligations. These changes were primarily the result of
the investment activity discussed above.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
EQUITY PRICE RISK
-----------------
A significant portion 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 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 investment in the equity
securities of three public companies. At July 31, 2000, this publicly
traded equity securities was valued at $60,792,039. 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 $6,079,203 in the value of these
securities. Actual results may differ.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not Applicable
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS.
The Annual Meeting of Shareholders of the Company was held at the offices
of United States Trust Company 114 West 47th Street, New York, New York
10036 at 10:00 a.m. (New York time) (the "Meeting"). Of the 195,730 shares
outstanding as of April 24, 2000, the record date for the Meeting, 127,623
were present or represented by proxy at the Meeting. The shareholders of
the Company approved the following matters: (i) to elect each of Mr.
Bernstein, Mr. Hover, Mr. Murphy and Mr. Imbimbo as directors of the
Company, (ii) to approve or disapprove a new investment advisory agreement
among the Company, United States Trust Company of New York and U.S. Trust
Company, (iii) to approve and ratify or disapprove and reject the payments
previously made to United States Trust Company of New York and U.S. Trust
Company pursuant to the investment advisory agreement and the Board of
Directors' determinations with respect thereto, and (iv) to ratify or
reject the selection of Ernst & Young LLP as the Company's independent
public accountants for the fiscal year ending October 31, 2000. The results
of the voting for each of these proposals were as follows:
1. Election of Directors:
For Withheld
-------- ----------
John C. Hover II 126,409 1,214
Gene M. Bernstein 126,384 1,239
Stephen V. Murphy 126,309 1,314
Victor F. Imbimbo, Jr. 126,409 1,214
2. To approve the new investment advisory agreement:
For: 125,541
Against: 1,004
Abstain: 1,078
3. To approve and ratify payments previously made to United States
Trust Company of New York and U.S. Trust Company, etc.:
For: 106,284
Against: 2,305
Abstain: 19,034
4. To ratify Ernst & Young LLP as independent accountants for the
fiscal year ending October 31, 2000:
For: 126,210
Against: 880
Abstain: 533
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
(27) Financial Data Schedule (for EDGAR filing purposes only).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
EXCELSIOR PRIVATE EQUITY FUND II, INC.
Date: September 14, 2000 By: /s/ David I. Fann
________________________________
David I. Fann, President
(Principal Executive Officer)
Date: September 14, 2000 By: /s/ Brian F. Schmidt
________________________________
Brian F. Schmidt, Treasurer
(Principal Financial and
Accounting Officer)
