MACC PRIVATE EQUITIES INC
10-Q, 1996-08-12
Previous: WACKENHUT CORRECTIONS CORP, S-8, 1996-08-12
Next: DEFINED ASSET FUNDS MUNICIPAL INVT TR FD INTERM TERM SER 269, 497, 1996-08-12



<PAGE>   1


                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

(Mark One)

          [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended     June 30, 1996
                              -------------------------------------

                                       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    0-24412
                       --------------------------------------------

                          MACC Private Equities Inc.
              ---------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                                      
                  Delaware                                  42-1421406         
- - -----------------------------------------------      -------------------------
 (State or other jurisdiction of incorporation            (I.R.S. Employer
                 or organization )                       Identification No.)

         101 Second Street S.E., Suite 800, Cedar Rapids, Iowa  52401
         ------------------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                (319) 363-8249
               -------------------------------------------------
              (Registrant's telephone number, including area code)

- - --------------------------------------------------------------------------------
             (Former name, former address and former fiscal year,
                         if changed since last report)

        Please 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
    ---       ---

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes  X     No
    ---       ---

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

        Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

        At June 30, 1996, the registrant had issued and outstanding 1,014,813
shares of common stock.

                                  Page 1 of 16
                        Exhibit Index appears at page 13
<PAGE>   2

                                     Index

<TABLE>
<S>          <C>                                                                              <C>       
PART I.     FINANCIAL INFORMATION

 Item 1.    Financial Statements                                                              Page
 -------    --------------------                                                              ----

            Condensed Consolidated Balance
            Sheets (Unaudited) at June 30,
            1996, and September 30, 1995  . . . . . . . . . . . . . . . . . . . . . . . . . .  3

            Condensed Consolidated Statements of
            Operations (Unaudited) for the three
            months ended June 30, 1996, the
            nine months ended June 30, 1996, the
            three months ended June 30, 1995,
            the four and one-half months ended
            June 30, 1995, and the four and one-
            half months ended February 15, 1995   . . . . . . . . . . . . . . . . . . . . .   4

            Condensed Consolidated Statements
            of Cash Flows (Unaudited) for the nine
            months ended June 30, 1996, the four and
            one-half months ended June 30, 1995,
            and the four and one-half months ended
            February 15, 1995   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5

            Notes to Condensed Consolidated
            Financial Statements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6

 Item 2.    Management's Discussion and Analysis
            of Financial Condition and Results Of Operations  . . . . . . . . . . . . . . . .  7

PART II.    OTHER INFORMATION   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9

 Item 1.    Legal Proceedings   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9

 Item 2.    Changes in Securities   . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10

 Item 6.    Exhibits and Reports on Form 8-K.   . . . . . . . . . . . . . . . . . . . . . .   10

            Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12

EXHIBIT INDEX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
</TABLE>





                                       2
<PAGE>   3
PART 1 -- FINANCIAL INFORMATION

Item 1. Financial Statements.

                           MACC PRIVATE EQUITIES INC.
                     Condensed Consolidated Balance Sheets
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                                           June 30,               September 30,
                                                                             1996                     1995
                                                                        ---------------          ---------------
<S>                                                                       <C>                      <C>
                           Assets

Loans and investments in portfolio securities at market
   or fair value, cost of $13,528,214                                     $13,478,226              12,315,330
U.S. treasury bills, at cost which approximates market                     10,541,758              10,047,197
Cash and cash equivalents                                                   1,983,107               1,808,430
Receivables:
   Dividends and interest                                                     195,346                 264,526
   Investments securities sold                                                219,392               1,858,436
Other assets, net                                                             635,748                 700,466
Deferred income tax                                                         1,115,000               1,012,000
                                                                          -----------              ----------
        Total assets                                                      $28,168,577              28,006,385
                                                                          ===========              ==========
        Liabilities and stockholders' equity

 Liabilities:
   Debentures payable net of discount                                     $10,234,237              10,228,647
   Accrued interest                                                           104,574                 259,662
   Accounts payable and other liabilities                                     105,810                 335,955
                                                                          -----------              ----------
        Total liabilities                                                  10,444,621              10,824,264

 Stockholders' equity:
   Common stock, $.01 par value;
        2,000,000 shares authorized;
        1,014,813 shares issued and
        outstanding;  996,539 issued and
        outstanding in 1995 (Note 2)                                           10,148                   9,965
   Additional paid-in-capital                                              16,438,148              15,379,348
   Net investment (loss) income                                              (150,665)                103,653
   Net realized gain on investments                                         1,485,642               1,102,697
   Unrealized (depreciation) appreciation on
         investments                                                          (59,317)                586,458
                                                                          -----------              ----------
        Total stockholders' equity                                        $17,723,956              17,182,121
                                                                          -----------              ----------
        Total liabilities and stockholders' equity                        $28,168,577              28,006,385
                                                                          ===========              ==========
 Net assets per share                                                          $17.47                  $17.24
                                                                               ======                  ======
</TABLE>
See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>   4
                          MACC PRIVATE EQUITIES INC.
          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                    MACC Private       MACC Private      MACC Private      MACC Private      MorAmerica
                                    Equities Inc.      Equities Inc.     Equities Inc.     Equities Inc.     Financial Corp.
                                    (Successor Co.     (Successor Co.    (Successor Co.    (Successor Co.    (Predecessor Co.
                                    See Note 1)        See Note 1)       See Note 1)       See Note 1)       See Note 1)
                                    For the three      For the nine      For the three     For the four      For the four
                                    months ended       months ended      months ended      and one-half      and one-half
                                     June 30,          June 30,          June 30,          months ended      months ended
                                         1996               1996              1995         June 30, 1995     February 15, 1995

                                   ----------------   ----------------   ---------------   -------------     ----------------    
<S>                                <C>                <C>                <C>               <C>                  <C>
Investment income:
    Interest                               $358,980            999,984           293,178         432,563              253,737
    Dividends                                26,635             97,216           159,622         168,156              195,205
    Earnings of liquidating                                                                   
       trust                                      0                  0            79,907          79,907                    0
    Gain on sale of assets                        0                  0           (3,916)               0                    0
    Other                                   147,999            158,206             2,881           3,249                7,303
                                   ----------------   ----------------   ---------------   -------------     ----------------    
    Total Income                            533,614          1,255,406           531,672         683,875              456,245
                                   ----------------   ----------------   ---------------   -------------     ----------------    
Operating expenses:                                                                           
    Interest                                222,685            664,490           220,795         331,188              328,532
    Management fees                         143,119            457,076           152,392         228,589              217,844
    Professional fees                        28,255            200,695            38,921          72,193              106,742
    Other operating expenses                126,094            203,679            69,173          87,183               74,811
    Change in provision for                                                                   
       doubtful accounts                     (9,961)           (16,216)          (59,397)        (59,397)                   0
                                   ----------------   ----------------   ---------------   -------------     ----------------    
    Total operating expenses                510,172          1,509,724           421,884         659,756              727,929
                                   ----------------   ----------------   ---------------   -------------     ----------------    
    Investment income                                                                         
         (expense) net                       23,442           (254,318)          109,788          24,119             (271,684)
                                   ----------------   ----------------   ---------------   -------------     ----------------    
Realized and unrealized (loss)                                                                
    gain on investments:                                                                      
       Net realized gain                                                                      
          on investments                    326,541            984,945            71,169          71,169            4,514,338
       Net change in                                                                          
          unrealized                                                                          
          appreciation on                                                                     
          investments                      (588,799)          (645,775)            9,560        (184,395)            (948,191)
                                   ----------------   ----------------   ---------------   -------------     ----------------    
    Net (loss) gain on                                                                        
       investments before                                                                     
       income taxes                        (262,258)           339,170            80,729        (113,226)           3,566,147
                                                                                              
    Income taxes                           (345,000)          (602,000)                0               0                    0
                                   ----------------   ----------------   ---------------   -------------     ----------------    
    Net (loss) gain on                                                                        
       investments                         (607,258)          (262,830)           80,729        (113,226)           3,566,147
                                                                                              
    Net change in net assets                                                                  
       from operations before                                                                 
       reorganization items                (583,816)          (517,148)          190,517         (89,107)           3,294,463
                                                                                              
Reorganization items:                                                                         
    Professional fees                             0                  0                 0               0               97,946
    Adjustment to allowance                                                                   
       on notes receivable                        0                  0                 0               0             (286,006)
    Fresh-start adjustment to                                                                 
       debentures payable                         0                  0                 0               0              (65,848)
                                   ----------------   ----------------   ---------------   -------------     ----------------    
    Total reorganization items                    0                  0                 0               0             (253,908)
                                   ----------------   ----------------   ---------------   -------------     ----------------    
    Net change in net assets                                                                  
       from operations                    $(583,816)          (517,148)          190,517         (89,107)           3,548,371
                                   ================   ================   ===============   =============     ================    

</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       4

<PAGE>   5
                  MACC PRIVATE EQUITIES INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                       MACC Private            MACC Private              MorAmerica
                                                       Equities Inc.           Equities Inc.             Financial Corp.
                                                       (Successor Co. See      (Successor Co. See        (Predecessor Co. See
                                                       Note 1)                 Note 1)                   Note 1)  For the
                                                       For the nine months     For the four and          four
                                                       ended                   one-half months           and one-half months
                                                       June 30, 1996           ended                     ended
                                                                               June 30, 1995             February 15, 1995
                                                       --------------------    -------------------       --------------------
<S>                                                    <C>                     <C>                        <C>
Cash flows from operating activities:                          
    (Decrease) increase in net assets                          
      from operations                                  $           (517,148)               (89,107)                 3,548,371
                                                       --------------------    -------------------       --------------------
                                                               
    Adjustments to reconcile the (decrease)                    
      increase in net assets from operations to                
      net cash provided by (used in) operating                 
      activities:                                              
        Fresh-start adjustment to debentures                   
          payable                                                         0                      0                   (65,848)
        Change in provision for doubtful accounts                   (17,072)               (59,397)                  (286,006)
        Net realized and unrealized                            
          (gain) loss on investments                               (339,170)               113,226                 (3,566,147)
          Deferred income taxes                                     602,000                      0                          0
        Other                                                        16,233                  7,976                      5,321
                                                               
    Change in assets and liabilities:                          
        Decrease in receivables                                   1,698,895                      0                          0
        Increase in other assets                                   (139,629)              (299,862)                  (342,083)
        (Decrease) increase in accrued interest,               
          accounts payable, and other liabilities                  (385,250)              (695,911)                   405,387
                                                       --------------------    -------------------       --------------------
    Total adjustments                                             1,436,007               (933,968)                (3,849,376)
                                                       --------------------    -------------------       --------------------
    Net cash provided by (used in) operating                   
    activities:                                                     918,859             (1,023,075)                  (301,005)
                                                       --------------------    -------------------       --------------------
Cash flows from investing activities:                          
    Proceeds from disposition of and payments on                      
      loans and investments in portfolio securities               4,333,082                354,906                 10,375,352
    Purchases of loans and investments in                      
      portfolio securities                                       (4,936,703)            (2,117,529)                (1,186,542)
    Proceeds from disposition of other investments               12,658,207              1,011,782                    100,000
    Purchases of other investments                              (11,368,467)            (3,746,242)                (4,940,974)
                                                       --------------------    -------------------       --------------------
      Net cash provided by (used in)                           
        investing activities                                        686,119             (4,497,083)                 4,347,836
                                                       --------------------    -------------------       --------------------
Cash flows from financial activities:                          
    Principal payments on long-term debt                                  0                      0                   (607,669)
    Proceeds from issuance of common stock                          354,000                      0                          0
                                                       --------------------    -------------------       --------------------
      Net cash provided by (used in)                                                                         
        investing activities                                        354,000                      0                   (607,669)
                                                       --------------------    -------------------       --------------------
    Net increase (decrease) in cash and cash                   
        equivalents                                               1,958,978             (5,520,158)                 3,439,162
                                                               
Cash and cash equivalents at                                   
    beginning of period                                           6,255,803             9,937,308                   6,498,146
                                                       ====================    ===================       ====================
Cash and cash equivalents at                                   
    end of period                                      $          8,214,781             4,417,150                   9,937,308
                                                       ====================    ===================       ====================
Supplemental disclosures of cash flow information:             
      Cash paid during the period for interest         $            812,151               439,136                     373,271
                                                       ====================    ===================       ====================
      Cash paid during the period for                          
        income taxes                                   $                  0                20,000                           0
                                                       ====================    ===================       ====================
</TABLE>                                               


     See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>   6
                          MACC PRIVATE EQUITIES INC.

Notes to Condensed Consolidated Financial Statements

June 30, 1996, September 30, 1995, June 30, 1995, and February 15, 1995


(1)      Basis of Presentation

         The accompanying condensed consolidated financial statements, which
include the accounts of MACC Private Equities Inc. and its wholly-owned
subsidiaries MorAmerica Capital Corporation and MorAmerica Realty Services,
Inc. (the "Company"), after February 15, 1995 (the "Successor Company"), and
MorAmerica Financial Corporation and subsidiaries prior to February 15, 1995
(the "Predecessor Company"), have been prepared in accordance with generally
accepted accounting principles for investment companies.  All significant
intercompany accounts and transactions have been eliminated in consolidation.

         On February 15, 1995, the Company consummated a Plan of Reorganization
(the "Plan") as confirmed by the United States Bankruptcy Court for the
Northern District of Iowa on December 28, 1993.  Under terms of the Plan,
MorAmerica Financial Corporation and its subsidiaries, exclusive of MorAmerica
Capital Corporation and MorAmerica Realty Services, Inc., merged into the
Company, a business development company regulated by the Securities and
Exchange Commission.  As of February 15, 1995, the Company adopted fresh-start
reporting in accordance with the American Institute of Certified Public
Accountants Statement of Position 90-7, Financial Reporting by Entities in
Reorganization under the Bankruptcy Code.  Since the financial statements on a
fresh-start basis are not comparable with those of the Predecessor Company, the
Company has presented the financial statements required for Form 10-Q reporting
on a predecessor-successor company basis.

         The financial statements included herein have been prepared in
accordance with generally accepted accounting principles for interim financial
information and instructions to Form 10-Q and Article 6 of Regulation S-X.  The
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto of MACC Private Equities Inc. and
Subsidiaries (Successor Company) as of and for the year ended September 30,
1995.  The information reflects all adjustments consisting of normal recurring
adjustments which are, in the opinion of management, necessary for a fair
presentation of the results of operations for the interim periods.  The results
of the interim period reported are not necessarily indicative of results to be
expected for the year.

(2)      Common Stock

         During the quarter ended June 30, 1996, the Company issued 20,000
shares of common stock to Zions Bancorporation at a per share price of $17.70,
representing net asset value per share as of March 31, 1996.


                                      6
<PAGE>   7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
                 OF FINANCIAL CONDITION AND RESULTS
                 OF OPERATIONS.

                             RESULTS OF OPERATIONS

         Third Quarter and Nine Months Ended June 30, 1996, Compared to Third
Quarter and Nine Months Ended June 30, 1995.

         The results of operations for the four and one-half months ended June
30, 1995, have been combined with the results of operations for the four and
one-half months ended February 15, 1995, for purposes of discussing the results
of operations for the prior year nine-month period.

         During the current year, third quarter total income of $533,614 was
approximately equal to total income of $531,672 for the prior year third
quarter.  In the current year as compared to the prior year quarter period
interest income increased $65,802, dividend income decreased $132,987, and
other income increased $145,118.  Interest increased due to increased
investment activity and interest on short term investments.  Dividends
decreased due to the extraordinary dividends received on a portfolio company's
stock prior to that issuer's  public offering in July 1995.  Other income
increased primarily as a result of processing fees earned on new equity
investments to offset costs associated with those investments of $61,241, and
adjustment of the accrual for a lawsuit against a subsidiary in the amount of
$12,500 to reflect the final settlement, and $65,502 representing the estimated
initial recovery under the subsidiary's insurance policy.

         For the current year nine-month period, total income of $1,255,406
increased 10% over total income of $1,140,120 in the prior year nine-month
period.  For the current year nine-month period as compared to the prior year
nine-month period, interest income increased substantially while dividend
income decreased due to extraordinary distributions received in the second and
third quarters of fiscal year 1995.

         Total operating expenses for the third quarter and nine-month period
of the current year total $510,172 and $1,509,724, respectively, an increase of
approximately 21% and 9%, respectively, as compared to total operating expenses
for the prior year third quarter of $421,884  and nine-month period of
$1,387,685.  The major reasons for the increase in operating expenses for the
third quarter and the nine-month period are an increase in other operating
expenses associated with public company reporting requirements and
communication with shareholders and reduction of the provision for doubtful
accounts.

         During the current year third quarter, the Company recorded a net loss
on investments before income taxes of ($262,258), as compared with a net gain
on investments of $80,729 during the prior year period.  Net gain on
investments of $339,170 for the current year nine-month period as





                                       7
<PAGE>   8
compared to net gains on investments of $3,452,921 in the prior year period
represent a decrease of  90%.  Management does not attempt to maintain a
comparable level of realized gains from year to year or quarter to quarter but
instead attempts to maximize total investment portfolio appreciation through
realizing gains in the disposition of securities and investing in new portfolio
investments.

                                  INCOME TAXES

         During the current year third quarter and nine-month period the
Company utilized a portion of its deferred tax assets relating to net operating
loss carryforwards at the fresh-start date.  Under fresh-start reporting, such
utilization resulted in charges to operations of $345,000 and $602,000 in the
current year third quarter and nine-month period, respectively, for the
reduction in deferred tax assets.  During the current year third quarter and
nine-month period, respectively, the Company recorded increases of $345,000 and
$705,000 in deferred tax assets based upon its projection of future taxable
income.  The $345,000 and $705,000 increases in deferred tax assets resulted in
corresponding increases in paid-in capital for the current year third quarter
and nine-month period, respectively, under fresh-start reporting.

             FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

         As of June 30, 1996, the Company's U.S. treasury bills, cash and cash
equivalents totaled $12,524,865.

         The Company, through its wholly-owned subsidiary, MorAmerica Capital
Corporation, from time to time may seek to procure additional capital through
the Small Business Investment Company ("SBIC") capital program to provide a
portion of its future investment requirements.  At present there is
availability of capital through the SBIC program and the Company anticipates
there will be capital available in future periods.  The Company does not now
need additional capital to meet its investment goals.

         The Company believes that its liquid assets as of June 30, 1996, will
provide adequate funds for the Company's anticipated cash requirements over the
next twelve months, including investment activities, operating expenses and the
repurchase of up to five percent of the outstanding shares of the Company's
common stock from holders of fewer than 100 shares each.  It is anticipated
that this repurchase will be completed prior to the end of the current fiscal
year on September 30, 1996.

                               PORTFOLIO ACTIVITY

         During the three months ended June 30, 1996, the Company invested
$2,859,762 in seven portfolio companies, consisting of $2,325,844 invested in
three new portfolio companies and $533,918 invested in follow-on investments in
four existing portfolio companies.  For the nine months ended June 30, 1996,
the Company made total investments of $4,936,704 in 11  portfolio companies,
consisting of $4,069,814 invested in four new portfolio companies and $866,890
invested in follow-on investments in seven existing portfolio companies.  The
Company's investment





                                       8
<PAGE>   9
level objectives for the current fiscal year call for total new and follow-on
investments of $7,000,000.  Based upon the total amount of new and follow-on
investments made during the nine months ended June 30, 1996, the Company
anticipates that it should be close to meeting its investment level objectives
for the current fiscal year.

                        DETERMINATION OF NET ASSET VALUE

         The net asset value per share of the Company's outstanding common
stock is determined quarterly, as soon as practicable after and as of the end
of each calendar quarter, by dividing the value of total assets minus total
liabilities by the total number of shares outstanding at the date as of which
the determination is made.

         In calculating the value of total assets, securities that are traded
in the over-the-counter market or on a stock exchange are valued in accordance
with the current valuation policies of the Small Business Administration
("SBA").  Under SBA regulations, publicly traded equity securities are valued
by taking the average of the closing prices (or bid prices in the case of
over-the-counter equity securities) for the valuation date and the preceding
two days.  This policy differs from the Securities and Exchange Commission's
guidelines which utilize only a one day price measurement.  The Company's use
of SBA valuation procedures did not result in a material variance as of June
30, 1996, from valuations using the Securities and Exchange Commission's
guidelines.

         All other investments are valued at fair value as determined in good
faith by the Board of Directors.  The Board of Directors has determined that
all other investments will be valued initially at cost, but such valuation will
be subject to semi-annual adjustments if the Board of Directors determines in
good faith that cost no longer represents fair value.


                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

         The Company's wholly-owned subsidiary MorAmerica Realty Services, Inc.
("MRS") 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.  On June 13, 1996, the lawsuit was
dismissed, with prejudice, in connection with the payment of $187,500 by MRS
pursuant to a written stipulated settlement between MRS and the plaintiff with
regard to all of the plaintiff's claims against MRS.  A provision for estimated
loss of $200,000 had been recorded at September 30, 1995.

         MRS is insured by Beverage Retailers Insurance Company ("BRICO") under
a Liquor Liability Insurance Policy; BRICO is in Vermont statutory liquidation
proceedings.  By letter dated May 17, 1996, the BRICO liquidation estate
indicated that it had applied for an initial disbursement of assets at the rate
of 35% of claims.  Accordingly, it is anticipated that at least





                                       9
<PAGE>   10
35% of the $187,500 paid by MRS pursuant to the settlement and of certain legal
expenses paid by MRS will be recovered from the BRICO liquidation estate.

ITEM 2. CHANGES IN SECURITIES.

         On April 30, 1996, the Company entered into an Agreement (the
"Agreement") with Zions Bancorporation ("Zions"), a bank holding company
organized under the laws of the State of Utah.  Prior to the closing of the
Agreement, Zions and its affiliates had purchased approximately 4.9% of the
issued and outstanding shares of the Company's common stock on the open market.

         On May 15, 1996, the Company issued 20,000 shares of the Company's
common stock to Zions pursuant to the Agreement, at a per share price of
$17.70, equal to net asset value per share as of March 31, 1996.  No
underwriting discounts or commissions were incurred in connection with the
offer or sale, and the Company received aggregate offering proceeds of
approximately $354,000.  Based upon the Company's compliance with all terms and
conditions of Rule 506 under the Securities Act of 1933 (the "Securities Act"),
as amended, the offer and sale of the common stock were exempt from
registration under the Securities Act by Section 4(2) and/or Rule 506
thereunder.  Further discussion of other material provisions of the Agreement
may be found at ITEM 2 -- CHANGES IN SECURITIES of the Company's Form 10-Q for
the Quarterly Period ended March 31, 1996.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

         There are no items to report.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

         There are no items to report.

ITEM 5. OTHER INFORMATION.

         There are no items to report.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

         (a)     Exhibits

                 (27)             Financial Data Schedule

         No other exhibits are applicable.





                                       10
<PAGE>   11
         (b)     Reports on Form 8-K

         On May 15, 1996, the Company filed a Report on Form 8-K with respect
         to Item 5 thereof, disclosing that the Company had entered into an
         Agreement (the "Agreement") with Zions Bancorporation, dated May 13,
         1996, and describing the material terms of the Agreement.




              [Remainder of this page intentionally left blank]





                                       11
<PAGE>   12
                                   SIGNATURES

         Pursuant to the requirements 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.

                           MACC PRIVATE EQUITIES INC.


Date: August 12, 1996                      By: /s/ David R. Schroder
                                               ---------------------------
                                               David R. Schroder, President

Date: August 12, 1996                      By: /s/ Robert A. Comey
                                               ---------------------------
                                               Robert A. Comey, Treasurer






                                       12

<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               JUN-30-1996
<INVESTMENTS-AT-COST>                       13,528,214
<INVESTMENTS-AT-VALUE>                      10,541,758
<RECEIVABLES>                                  414,738
<ASSETS-OTHER>                                 635,748
<OTHER-ITEMS-ASSETS>                         3,048,119
<TOTAL-ASSETS>                              28,168,577
<PAYABLE-FOR-SECURITIES>                       104,574
<SENIOR-LONG-TERM-DEBT>                     10,234,237
<OTHER-ITEMS-LIABILITIES>                      105,810
<TOTAL-LIABILITIES>                         10,444,621
<SENIOR-EQUITY>                                 10,148
<PAID-IN-CAPITAL-COMMON>                    16,438,148
<SHARES-COMMON-STOCK>                        1,014,813
<SHARES-COMMON-PRIOR>                          996,539
<ACCUMULATED-NII-CURRENT>                    (150,665)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      1,485,642
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                      (59,317)
<NET-ASSETS>                                17,723,956
<DIVIDEND-INCOME>                               97,216
<INTEREST-INCOME>                              999,984
<OTHER-INCOME>                                 158,206
<EXPENSES-NET>                               1,509,724
<NET-INVESTMENT-INCOME>                      (254,318)
<REALIZED-GAINS-CURRENT>                       382,945
<APPREC-INCREASE-CURRENT>                    (645,775)
<NET-CHANGE-FROM-OPS>                        (517,148)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         20,000
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         541,835
<ACCUMULATED-NII-PRIOR>                        103,653
<ACCUMULATED-GAINS-PRIOR>                    1,102,697
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission