<PAGE> 1
FORM N-23C-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
STATEMENT BY REGISTERED CLOSED-END INVESTMENT COMPANY
WITH RESPECT TO PURCHASES OF ITS OWN SECURITIES PURSUANT
TO RULE N-23C-1 DURING THE LAST CALENDER MONTH
(See rules and instructions on back of this form.
If acknowledgment is desired, file this form with the Commission
in triplicate.)
REPORT FOR CALENDER MONTH ENDING SEPTEMBER 30, 1997
----------------------------------
(Name of registered closed-end investment company)
MACC PRIVATE EQUITIES INC.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Date of each Identification of Number of Shares Price Per Share Approximate Asset Name of Seller or
Transaction Security Purchased Value or of Seller's Broker
approximate asset
coverage per share
at time of purchase
- -----------------------------------------------------------------------------------------------------------------------
September 25, 1997 Common Stock See Exhibit 1 $9.125 $14.71 See Exhibit 1
$.01 par value
</TABLE>
REMARKS:
All of the 144 purchases (consisting of a total of 9,065 shares) of MACC
Private Equities Inc. (the "Company") common stock, $.01 par value, identified
on this Form N-23C-1 were made by the Company in connection with the Company's
Commission-Free Shareholder Sales Plan (the "Plan"), conducted in accordance
with Rule 23c-1 under the Investment Company Act of 1940, as amended, and Rule
13e-4(h)(5) under the Securities Exchange Act of 1934, as amended. The Plan was
made available to all shareholders of the Company who, as of July 11, 1997,
owned less than 100 shares of the Company's common stock.
Page 1 of 17
<PAGE> 2
Because each transaction was effected pursuant to the Plan and was
consummated simultaneously following the extension period of the Plan, the
dates, type of security, price per share, and net asset value per share were
the same for each transaction. The price per share received by each
shareholder who participated in the extension period of the Plan was equal to
the average market closing price per share during the extension period of the
Plan. Exhibit No. 1 hereto was prepared by ChaseMellon Shareholder Services,
L.L.C., the administrator of the Plan, and sets forth the name of each
shareholder who participated in the extension period of the Plan and the number
of shares submitted by each such shareholder. Exhibit No. 2 hereto includes
each of the documents regarding the terms of the Plan which were provided to
eligible shareholders.
MACC PRIVATE EQUITIES INC.
By /s/
----------------------------
David R. Schroder
President and Secretary
Date of Statement: October 3, 1997
2
<PAGE> 1
BETTY J PROCHASKA & 96 876.00
FRANK E PROCHASKA JT TEN
7612 RIDGEMONT DR
URBANDALE IA 50322-2541
LLOYD F JOHNSON 42 383.25
309 S GEAR
WEST BURLINGT IA 52655-1032
GEORGE SWIGERT JR 53 483.63
1853 I AVE
OGDEN IA 50212-7512
ANITA HESS 97 885.13
4870 HOPEWELL AVE
BETTENDORF IA 52722-5977
CHARLES D MELROY 58 529.25
613 45TH
DES MOINES IA 50312-2305
DANIEL LEE KOSMACH 41 374.13
9809 LINN BENTON RD
FAIRFAX IA 52228-9501
FRIEDLEY LINCOLN MERCURY 50 456.25
C-O SWISHER & COHRT PLC
2550 RANCHERO RD
WATERLOO IA 50701-9601
DANIEL E SHULGIN 73 666.13
4734 EVERLOU RD SW
CEDAR RAPIDS IA 52404-7123
JAMES W GILLIAM 47 428.88
503 FREEMONT
BLAIRSTOWN IA 52209
KURT L SCHAETZLE 80 730.00
16762 HWY 136
DYERSVILLE IA 52040
GRACE E EHLERS 58 529.25
18288 HWY 64
MAQUOKETA IA 52060-9622
JAMES L SKELLEY 71 647.88
4515 RICKER HILL
DAVENPORT IOWA 52802-2337
DUANE V KASS 84 766.50
20412 RIDGE RD
SHERRILE IA 52073-0000
HENRY J GREINER 52 474.50
4010 NELSON DR
PALO ALTO CA 94306-4525
<PAGE> 2
RUTH A SWEENY 55 501.88
4789 DONALD AVENUE
RICHMOND HEIGHTS OH 44143-2825
RICHARD L BRONDEL 30 273.75
371 CORAL DR
HIAWATHA IA 52233-1019
HELEN GATENS 63 574.88
1029 34TH ST NE
CEDAR RAPIDS IA 52402-3527
JOSEPH A FISCHBACH 81 739.13
5747 WEIDEN RD
WATERLOO IA 50701-9199
ALICE B SCHERBAUM 12 109.50
1101 BROCKMAN DRIVE SE
CEDAR RAPIDS IA 52403-3849
KEYS MOTOR COMPANY 19 173.38
HWY 150 SOUTH
OELWEIN IA 50662
MABLE L MCMANUS 94 857.75
1241 31ST
WEST DES MOINES IA 50266-2008
DAMARIS M EICHMAN 78 711.75
3080 KAREN
DUBUQUE IA 52001-8464
DIANE LYNN SPIELBAUER 91 830.38
625 STAUB COURT NE
CEDAR RAPIDS IA 52402-4330
DONNA MAE MARTIN 47 428.88
3215 E LOCUST ST 60
DAVENPORT IA 52803-3570
CRISS D MILLER 42 383.25
413 1ST ST NE
NORA SPRINGS IA 50458-8827
MILDRED B GABEL 42 383.25
C/O MERCANTILE BANK OF DUBUQUE
PO BOX 148
DUBUQUE IA 52004-0148
COLLEEN M KOSMACH 61 556.63
9809 LINN BENTON RD
FAIRFAX IA 52228-9501
EVERETT KUBIK 47 428.88
211 S JACKSON
BOX 954
LISBON IA 52253-0954
EDNA M PESEK 71 647.88
3515 SUE LANE NW
CEDAR RAPIDS IA 52405-4562
<PAGE> 3
CHARLOTTE B GUESSFORD 55 501.88
3520 GRAND AVE 454
DES MOINES IA 50312-4365
CHARLES E MORGAN 55 501.88
1429 PIONEER RD
DES MOINES IA 50320-1169
CHRISTOPHER C WESSEL 47 428.88
514 CHESTNUT AVE
WESTERVILLE OH 43082-6050
NINA M HICKEY 44 401.50
2623 GABRIEL AVE SW
INDEPENDENCE IA 50644-9820
JACK L BENSKIN 47 428.88
BOX 537
GUTTENBERG IA 52052
RAE GRISWOLD 41 374.13
248 WINDSOR DR NE
CEDAR RAPIDS IA 52402-1532
DELPHA MAE LARSON 45 410.63
3932 REDBUD ROAD NE
CEDAR RAPIDS IA 52402-2874
45 410.63
HELYNN M MCELHERNE 60 547.50
3339 64TH
DES MOINES IA 50322-3523
BIRTHRIGHT OF DUBUQUE 82 748.25
1086 MAIN ST
DUBUQUE IA 52001-4723
GENE R BRODRECHT 33 295.65
160 28TH ST CT
MARION IA 52302-3945
KENNETH B MAGEE 20 178.85
711 LORRAINE
WATERLOO IA 50702-3959
JOHN C WALDORF 41 367.19
1360 41ST ST PL
MARION IA 52302-1737
SHEILA L KILBERGER 86 769.05
4800 EVERLOU ROAD SW
CEDAR RAPIDS IA 52404-7125
VERA MIDDLEKAUFF 93 831.66
PO BOX 613
WILLIAMSBURG IA 52361-0613
ERWIN JOSE 49 438.19
2915 NO 4TH
CLINTON IA 52732-1560
<PAGE> 4
MARJORIE J BARNETT 51 456.07
1006 E HENRY
MOUNT PLEASANT IA 52641-1815
EMMA B PARIZEK 49 447.13
847 4TH AVE SE APT D
CEDAR RAPIDS IA 52403-2440
JULEE KREI 52 465.01
BOX 121
COLERIDGE NE 68727-0121
LYLE KRUEGER 80 730.00
905 LILAC LANE
CEDAR FALLS IA 50613-5337
FIRST BAPTIST CHURCH OF WELLMAN 60 546.59
600 4TH ST BOX 124
WELLMAN IA 52356-0124
BROWN H GARLOCK 49 447.13
PO BOX 119
WEST BRANCH IA 52358-0119
RUSSELL M BROOKS 29 264.63
909 MELROSE AVE
IOWA CITY IA 52246-1923
MARILYN BELL 84 766.50
5640 NW 66 TH AVE
JOHNSTON IA 50131-1137
KATHLEEN A PETOSA 15 136.88
4400 WESTOWN PKY 400
WEST DES MOINES IA 50266-6756
JOHN R STONEKING 1 9.13
411 COLLEGE AVE
CARLINVILLE IL 62626-1409
COLYER H SISAM ESTATE 60 547.50
11 MEADOW LANE
CUMMING IA 50061-1015
STEPHEN J PETOSA 28 255.50
4400 WESTON PKY 400
DES MOINES IA 50266
RUTH M CADWALLADER 25 228.13
755 KAING DR
HIAWATHA IA 52233
CLARENCE BERNHARD 73 666.13
BOX 456
GARNAVILLO IA 52049-0456
MARTHA E HUNT 63 574.88
BOX 22
MECHANICSVL IA 52306-0022
<PAGE> 5
ELINORE PETERS 47 428.88
12 BELLA VISTA PL
IOWA CITY IA 52245-5840
LOWELL YTZEN 67 611.38
1140 6TH AVE NO
CLINTON IA 52732-3446
ADA KUNDERT 83 757.38
1045 MISSISSIPPI BLVD
BETTENDORF IA 52722-4849
JANET M WAGNER 44 401.50
3770 E HARBOR DR
BETENDORF IA 52722-5510
MARGARITA R MCGOVERN 62 565.75
1017 CLIFTON ST NE
CEDAR RAPIDS IA 52402-5718
MARY A WEBER 90 821.25
2520 UNIVERSITY AVENUE
DUBUQUE IA 52001-5540
THOMAS A GREENE 44 401.50
5763 HARTMAN RD
BURLINGTON IA 52601-9335
MARY MCDONOUGH 53 483.63
625 CLARKE DR
DUBUQUE IA 52001-3235
KENNETH I SMITH 84 766.50
1038 16TH ST NE
CEDAR RAPIDS IA 52402-3804
FLORENCE M HENRY 9 82.13
130 THOMPSON DR SE
UNIT 116
CEDAR RAPIDS IA 52403-1739
IRENE MOODY 50 456.25
930 KINGSLEY
WATERLOO IA 50701-3738
HAROLD J PETERS 40 365.00
12 BELLA VISTA PL
IOWA CITY IA 52245-5840
NUNZIA YTZEN 59 538.38
1140 6TH AVE NO
CLINTON IA 52732-3446
JEROME F SEIFRIED 72 657.00
1110 LYNDHURST DR
HIAWATHA IA 52233-1820
BRUCE MCGOVERN 74 675.25
1017 CLIFTON ST NE
CEDAR RAPIDS IA 52402-5718
<PAGE> 6
PHYLLIS J JOHANNSEN 11 100.38
4321 WITTMANN DR
DAVENPORT IA 52806
MARLA J NIKODIM 35 319.38
910 CEDAR WOODS RD SE
CEDAR RAPIDS IA 52403-9044
NORMA R BOBENHOUSE 72 657.00
3819 39TH ST
DES MOINES IA 50310-3614
GREGORY J JEPSEN 44 401.50
RR 1
SABULA IA 52070-9801
PHILLIP K WELSH 52 474.50
2012 LOCUST
WEST DES MOINES IA 50265-4144
DONALD E BOGE 97 885.13
RR1 BOX 34
DYERSVILLE IA 52040-9801
LYLE W JEFFREY 97 885.13
2561 SURREY ROAD
BURLINGTON IA 52601-2370
MARGARET L COBERLY 47 428.88
1107 RANEY ST
HIAWATHA IA 52233-1945
ROBERT S CROWE 59 538.38
8701 MORRIS HILLS RD
TODDVILLE IA 52341-9600
ORPHA YODER 60 547.50
BOX 951
KALONA, IA 52247
ALYS RAY 59 538.38
845 FIRST AVE SE
CEDAR RAPIDS IA 52402-5038
MYRTLE R JONES 90 821.25
370 30TH STREET SE
CEDAR RAPIDS IA 52403-1954
DALE L MCDANIEL 60 547.50
3320 G AVE NW
CEDAR RAPIDS IA 52405-2039
CHELSEA UNITED METHODIST CHURCH 88 803.00
CAROL L KAPLAN ADMIN COUNCIL
CHAIRPERSON
301 STATION STREET
CHELSEA IA 52215-9003
<PAGE> 7
ERNEST D LECLERE 49 447.13
RR 1
COGGON IA 52218-9801
CEDAR RAPIDS KENNEL ASSOCIATION 68 620.50
PO BOX 5724
CEDAR RAPIDS IA 52406-5724
ELEANORA MILLER 67 611.38
RT 2
COGGON IA 52218-9802
GEORGE H KUCHARO 46 419.75
3413 CLARK ST
DES MOINES IA 50311-2610
JOHN F GIBNEY 60 547.50
648 13TH ST
MARION IA 52302-3419
PAULINE M NABER 92 839.50
1135 UPTON AVE
WATERLOO IA 50701-1945
JOE J ERNST 24 219.00
2095 BOYSON ROAD
HIAWATHA IA 52233
DAVID P MARCOUILLER 62 565.75
5717 ASPEN DR
W DES MOINES IA 50266-6388
NOREEN H MAHER 66 602.25
825 E 14TH ST
DAVENPORT IA 52803-4205
HUGO HEIN 57 520.13
STANWOOD IA 52337
IRENE COSTOLO 86 784.75
1003 19TH AVE
CORALVILLE IA 52241-1338
SCOTT SMOTHERS 8 73.00
213 JOHNSON AVE NW
CEDAR RAPIDS IA 52405-4851
WILLIAM J COSTOLO 81 739.13
1003 19 AVE
CORALVILLE IA 52241-1338
JERRY FRUENDT 48 438.00
1730 20TH ST NW
CEDAR RAPIDS IA 52405-1415
MARK J ZINKULA 96 876.00
1105 ZINKULA RD
MT VERNON IA 52314-9660
<PAGE> 8
JOSEPH COSTA CREEN 42 383.25
3019 KELLING ST
DAVENPORT IA 52804-1445
DOUGLAS G DYRLAND 45 410.63
601 5TH AVE S
HOPKINS MN 55343-7711
EILEEN F HUPP 75 684.38
5511 SHARON LANE NW
CEDAR RAPIDS IA 52405-3235
EDMUND A NORING 91 .00
4500 PEAR RIDGE DRIVE APT. 215
DALLAS TX 75287
<PAGE> 1
Exhibit 2
MACC PRIVATE EQUITIES INC.
LETTER OF AUTHORIZATION AND TRANSMITTAL--RETURN IN ENCLOSED ENVELOPE.
RETURN THIS COMPLETED LETTER OF AUTHORIZATION AND TRANSMITTAL BY 5:00 P.M. (NEW
YORK CITY TIME) ON SEPTEMBER 15, 1997 UNLESS EXTENDED, WITH YOUR SHARE
CERTIFICATE TO: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By Mail: By Overnight Courier: By Hand:
P.O. BOX 3301 85 CHALLENGER ROAD 120 BROADWAY, 13TH FLOOR
SOUTH HACKENSACK, NJ 07606 RIDGEFIELD PARK, NJ 07660 NEW YORK, NY 10271
NOTICE: YOU MUST FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER (FOR INDIVIDUALS,
THIS IS YOUR SOCIAL SECURITY NUMBER) AND SIGN THE FORM W-9 ON THE REVERSE SIDE
OF THIS LETTER OF AUTHORIZATION AND TRANSMITTAL TO AVOID 31% BACKUP TAX
WITHHOLDING FROM YOUR PROCEEDS OF SALE.
NOTE: IF NECESSARY, CORRECT YOUR ADDRESS ABOVE.
The undersigned, owning in the aggregate as of July 11, 1997 fewer than 100
shares of MACC Private Equities Inc. Common Stock, hereby authorizes the sale
of all of such shares. I have reviewed and agreed to the terms of the Plan
described in the letter dated August 12, 1997 and I remove any previous stops
on my certificates.
PLEASE SIGN BELOW.
X
------------------------------------------
Signature of Owner
X
------------------------------------------
Signature of Co-Owner, if any
My Telephone Number is: ( ) ______________________
- --------------------------------------------------------------------------------
YOU MUST COMPLETE THE FORM W-9 BELOW TO AVOID 31% BACKUP TAX WITHHOLDING FROM
YOUR PROCEEDS OF SALE.
COMPLETE THIS AFFIDAVIT IF YOU CANNOT FIND YOUR CERTIFICATES. A 2% SERVICE
CHARGE WILL BE DEDUCTED FROM THE PROCEEDS YOU WOULD OTHERWISE RECEIVE.
AFFIDAVIT OF LOST OR DESTROYED STOCK CERTIFICATE
PRINT NAME
-------------------------------------------------------------------
ADDRESS
----------------------------------------------------------------------
CERTIFICATE NUMBER________for_______share(s) of MACC Private Equities Inc.
Common Stock.
The undersigned person(s) deposes and says that: I am the lawful owner of the
above described certificate(s) and shares. The certificate(s) was not
endorsed, cashed, negotiated, transferred, assigned or otherwise disposed of.
I have made a diligent search for the certificate(s) and have been unable to
find them and make this Affidavit for the purpose of inducing the cancellation
and replacement or liquidation of the certificate(s) and the purchase of the
shares represented thereby without the surrender of the certificate(s), and
hereby agree to surrender the certificate(s) for cancellation should I, at any
time, find the certificate(s). I hereby agree, for myself, my heirs, assigns
and personal representatives, that in consideration of the proceeds of the
sale or the replacement of the shares represented by the certificate(s) to
completely indemnify, protect and hold harmless Federal Insurance Company,
ChaseMellon Shareholder Services, L.L.C. MACC Private Equities Inc. and any
other party to the transaction (the "Obligees"), from and against all loss,
costs and damages, including court costs and attorneys' fees, which they may
be subject in or liable for in respect of the cancellation and replacement of
the certificate(s). The right accruing to the Obligees under the preceding
sentence shall not be limited by the negligence, inadvertence, accident,
oversight or breach of any duty or obligation on the part of the Obligees or
their respective officers, employees and agents or their failure to inquire
into, contest, or litigate any claim, whenever such negligence, inadvertence,
accident, oversight, breach or failure may occur or have occurred. I agree
that this Affidavit is delivered to accompany a bond of indemnity. Any person
who, knowingly and with intent to defraud any insurance company, or other
person, files an application for insurance, containing any materially false
information, or conceals for the purpose of misleading, information concerning
any fact material thereto, commits a fraudulent insurance act, which is a
crime.
Signed and delivered by affiant this day of , 1997.
------ ---------------
Signature of Affiant (the Stockholder)
- ------------------------------------
Signature of Co-Affiant (the Co-Stockholder)
- ------------------------------------
PAYER'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Form W-9
Department of the Treasury
Internal Revenue Service
Request for Taxpayer Identification Number
Tax Payer Identification Number (TIN)
ENTER YOUR TIN IN THE APPROPRIATE BOX, FOR INDIVIDUALS, THIS IS YOUR SOCIAL
SECURITY NUMBER.
Social Security Number
----------------------
Employer Identification Number
----------------------
Part II - For Payees Exempt From Backup Withholding. (Does not apply to private
U.S. citizens.)
Part III - Certification - Under penalty of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding because: I am exempt from backup
withholding, or I have not been notified by the Internal Revenue Service
that I am subject to backup withholding as a result of a failure to report all
interest or dividends, or the IRS has notified me that I am no longer subject to
backup withholding.
Certification instructions - You must cross out item 2 above if you have been
notified by the IRS that you are currently subject to backup withholding
because of underreporting interest or dividends on your tax return.
Signature
--------------------------------------------------------------------
Date
-------------------------------------------------------------------------
<PAGE> 2
PROGRAM EXTENDED
PROGRAM EXTENDED
MACC PRIVATE EQUITIES INC.
COMMISSION-FREE SHAREHOLDER SALES PLAN
FOR HOLDERS OF FEWER THAN 100 SHARES
OF MACC PRIVATE EQUITIES INC. COMMON STOCK
August 12, 1997
To Brokers, Banks, Nominees and Other Custodians:
MACCPrivate Equities Inc. (the "Company") is offering to repurchase up
to a total of 52,948 shares of Company Common Stock from its shareholders who
owned in the aggregate as of July 11, 1997, fewer than 100 shares of Company
Common Stock (including any shares jointly held and any shares held by a bank
or broker) (the "Shares") pursuant to the ChaseMellon Shareholder Services
Shareholder Sales Plan (the "Plan"). Information concerning the Plan is
enclosed. If, you are the record owner for persons who owned in the aggregate
as of July 11, 1997, fewer than 100 shares, we are forwarding to you the
necessary authorization and transmittal forms for such accounts or for your own
use in acting on the instructions of your customer. The extension period of the
Plan commenced after the close of business on August 11, 1997, and will expire
at 5:00 p.m. (New York City Time) on September 15, 1997. Please call
ChaseMellon Shareholder Services at (212) 273-8083 for additional information.
Very truly yours,
ChaseMellon Shareholder Services
Shareholder Sales Plan Agent
<PAGE> 3
MACC PRIVATE EQUITIES INC.
COMMISSION-FREE SHAREHOLDER SALES PLAN
FOR HOLDERS OF FEWER THAN 100 SHARES
OF MACC PRIVATE EQUITIES INC.
COMMON STOCK
The Shareholder Sales Plan (the "Plan") is available to all shareholders
of MACC Private Equities Inc. (the "Company") who owned in the aggregate as of
July 11, 1997, fewer than 100 shares (including any shares jointly held and any
shares held by a bank or broker) of the common stock of the Company (the
"Shares"). The Plan is subject to the terms and conditions set forth in the
enclosed Letter of Authorization and Transmittal. The Plan will commence on
July 14, 1997, and expire at 5:00 p.m. (New York City time) on August 11, 1997,
unless extended by the Company.
The following are some of the questions that you may have concerning the
Plan.
Q. HOW CAN I TAKE ADVANTAGE OF THE PLAN?
A. If your shares are registered in your name, you may date, sign on
the front and the reverse, and otherwise complete the enclosed Letter of
Authorization and Transmittal and send it, together with your stock
certificate(s) ("Certificate(s)"), to ChaseMellon Shareholder Services,
L.L.C. ("CMSS") in the enclosed return envelope.
TO TAKE ADVANTAGE OF THE PLAN, YOU MUST COMPLETE THE FOLLOWING STEPS:
1) PLEASE ENCLOSE YOUR UNENDORSED STOCK CERTIFICATE(S).
2) TO ENSURE THAT YOU HAVE A TAXPAYER IDENTIFICATION NUMBER (SOCIAL
SECURITY NUMBER) ON FILE, PLEASE COMPLETE AND SIGN THE SUBSTITUTE FORM
W-9 ON THE BACK OF THE ENCLOSED LETTER OF AUTHORIZATION AND TRANSMITTAL.
3) PLEASE NOTE THAT TO PARTICIPATE IN THE PLAN YOU ARE REQUIRED TO
SUBMIT ALL OF YOUR SHARES. NO "PARTIAL" SUBMISSIONS WILL BE ACCEPTED. DO
NOT SIGN THE STOCK CERTIFICATE(S).
Q. HOW SHOULD I SEND THE LETTER OF AUTHORIZATION AND TRANSMITTAL AND
THE CERTIFICATE(S) TO CMSS?
A. We suggest you send the Letter of Authorization and the
Certificate(s) to CMSS by registered mail, return receipt requested and
properly insured. We suggest you save the mailing receipt.
Q. HOW MUCH TIME DO I HAVE?
A. A properly completed Letter of Authorization and Transmittal
together with Certificate(s) representing all of the Shares you own must be
received by CMSS by 5:00 p.m. (New York City time) on August 11, 1997,
unless the term of the Plan is extended by the Company. Because it is time
of receipt, not the time of mailing, that determines whether the Shares have
been properly deposited pursuant to the Plan, sufficient time should be
allowed for delivery. In addition, the Company will repurchase no more than
a total of 52,948 shares pursuant to the Plan, and shares will be accepted
on a first come basis.
Q. WHAT IF MY STOCK CERTIFICATE(S) HAS BEEN LOST OR DESTROYED?
A. You may participate in the Plan by completing the affidavit on the
reverse of the Letter of Authorization and Transmittal. A service charge of
2% will be deducted from the proceeds you would otherwise receive.
Q. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
A. All shareholders who owned in the aggregate as of July 11, 1997,
fewer than 100 shares (including any Shares jointly held and any Shares held
by a bank or broker) are eligible to participate in the Plan. Total combined
holdings would include Shares individually owned by you, Shares jointly held
and Shares held on your behalf by your bank or broker.
<PAGE> 4
Q. HOW MUCH MONEY WILL I GET AND WHEN WILL I GET IT?
A. Shareholders who participate in the Plan will receive the lower of
(i) the average of the closing price per share of the Company's Common Stock
for each of the trading days during the term of the Plan, as reported by the
Wall Street Journal or (ii) net asset value per share as of June 30, 1997.
On July 7, 1997, the closing price per share of the Company's Common Stock
as reported by the Wall Street Journal was $10.00. If you do not provide a
correct Taxpayer Identification Number, you may be subject to 31%
withholding on the proceeds that you would otherwise receive. In addition,
if you have lost your certificate(s) a 2% service fee will be deducted from
the proceeds you would otherwise receive. Payment will be made as soon as
practicable after August 11, 1997.
Q. DO I HAVE TO SELL MY SHARES THROUGH THE PLAN?
A. No. You may remain a shareholder of the Company for as long as you
like, regardless of the number of shares you own. If you do decide to sell
your Shares through the Plan, you are required to sell all of the Shares you
own, directly or indirectly, which collectively must be fewer than 100
Shares.
Q. WHAT ARE SOME OF THE ADVANTAGES OF SELLING MY SHARES THROUGH THE PLAN?
A. Because you own fewer than 100 Shares, the normal brokerage
commission and odd-lot differentials that you would pay if you later decide
to sell in the market may be high in relation to the value of your
investment. In addition, if you do not have a regular business relationship
with a brokerage firm, you may find it inconvenient to open an account
simply to dispose of a small number of Shares. By participating in the Plan
you incur no commissions.
Q. SHOULD I SELL MY SHARES THROUGH THE PLAN?
A. We suggest that you carefully review the materials and determine
whether you would like to participate in the Plan. Neither CMSS nor the
Company makes any recommendation as to your investment decision.
Q. WHAT IF I CHANGE MY MIND?
A. After mailing your Letter of Authorization and Transmittal, you may
not withdraw from the Plan. You should, therefore, carefully consider your
decision to participate in the Plan.
Q. WILL SELLING MY SHARES THROUGH THE PLAN BE A TAXABLE TRANSACTION?
A. Yes. The sale of Shares in the Plan will be a taxable transaction
for United States federal income tax purposes and could be taxable under
foreign, state and local laws. If you have any tax questions, you should
contact your own tax adviser.
Q. WILL I RECEIVE A FORM 1099-B FOR THIS TRANSACTION?
A. Yes. A substitute Form 1099-B will be mailed to you in January,
1998, to be used in preparing your income tax return. This information will
also be reported to the Internal Revenue Service.
PLEASERETAINFORM1099-BWITHYOUR1997 TAXRECORDS.
Q. HOW MAY I OBTAIN ADDITIONAL COPIES OF THE LETTER OF AUTHORIZATION
AND TRANSMITTAL OR OTHER MATERIALS, AND WHO CAN ANSWER ANY OTHER QUESTIONS
THAT I HAVE?
A. Questions and requests for additional material should be directed to
CMSS at the address and telephone number set forth below:
ChaseMellon Shareholder Services, L.L.C.
Information Agent
450 West 33rd Street - 14th Floor
New York, NY 10001
Toll-Free Nationwide:1 (800) 205-8316
<PAGE> 5
TO OUR CLIENTS WHO HOLD IN THE AGGREGATE FEWER THAN 100 SHARES OF:
MACC PRIVATE EQUITIES INC. COMMON STOCK
Enclosed for your consideration are materials relative to a plan (the
"Plan") being provided by ChaseMellon Shareholder Services, L.L.C. to all
shareholders who owned in the aggregate as of July 11, 1997, fewer than 100
shares (including any shares jointly held and any shares held by a bank or
broker) of the Common Stock (the "Shares") of MACCPrivate Equities Inc. (the
"Company").
This material is being forwarded to you as the beneficial owner of the
Shares carried by us in your account but not registered in your name on the
records of the Company. A sale of the Shares as part of the Plan may only be
made on your behalf by us, as the holder of record, pursuant to your
instructions. Accordingly, if you are the beneficial owner of in the aggregate
fewer than 100 Shares and wish for us to sell such shares pursuant to the Plan,
you must complete the Acceptance Form on the bottom of this document and return
it to us.
IMPORTANT:
The Plan will commence on July 14, 1997, and expire at 5:00 p.m. (New
York City time) on August 11, 1997, unless extended by the Company.
Accordingly, your instructions should be forwarded to us as soon as possible so
as to permit sufficient time to tender your Shares in the Plan.
Shareholders who participate in the Plan will receive the lower of (i) the
average of the closing price per share of the Company's Common Stock for each
of the trading days during the term of the Plan, as reported by the Wall Street
Journal or (ii) net asset value per share as of June 30, 1997.
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PLEASE READ THE ENCLOSED MATERIALS CAREFULLY BEFORE COMPLETING THIS ACCEPTANCE
FORM.
The undersigned hereby acknowledges receipt of the documents describing
the ChaseMellon Shareholder Services, L.L.C. Sales Plan for the holders of
MACCPrivate Equities Inc. Common Stock.
____ Please elect to sell all of the MACCPrivate Equities Inc. Common
Stock held in my account, which is less than 100 shares. (Use a check mark
to indicate your decision).
Signatures(s):
Date:
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Account Number:
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PROGRAM EXTENDED
PROGRAM EXTENDED
MACC PRIVATE EQUITIES INC.
COMMISSION-FREE SHAREHOLDER SALES PLAN
FOR HOLDERS OF FEWER THAN 100 SHARES
OF MACC PRIVATE EQUITIES INC.
COMMON STOCK
August 12, 1997
Dear Shareholder:
Many shareholders who hold small numbers of shares of MACC Private Equities
Inc. (the "Company") common stock have expressed a desire to have a convenient
and economical way to sell their shares without paying brokerage commissions.
You may have a similar interest.
Accordingly, the Company has developed a Shareholder Sales Plan ("the
Plan") under which the Company will repurchase up to a total of 52,948 shares
of Company Common Stock from those who owned in the aggregate as of July 11,
1997, fewer than 100 shares of Company Common Stock (including any shares
jointly held and any shares held by a bank or broker)(the "Shares") and who
wishes to sell all of such Shares. The Plan will be administered by ChaseMellon
Shareholder Services, L.L.C., ("CMSS"). Such combined holdings of Shares will
be repurchased under the terms and conditions described in the enclosed Letter
of Authorization and Transmittal. We are making no recommendation as to whether
or not you should participate in the Plan. It is your decision and it should be
based on your investment objectives and the convenience of the Plan. The Plan
is not a solicitation by either CMSS or the Company to purchase your Shares.
The extension period of the Plan commenced after the close of business on
August 11, 1997 and will expire at 5:00 p.m. (New York City Time) on September
15, 1997.
If you decide to participate in the Plan, your Shares will be purchased
by the Company. Shareholders who participate in the Plan will receive the lower
of (i) the average of the closing price per share of the Company's Common Stock
for each of the trading days during the extension period of the Plan, as
reported by the Wall Street Journal or (ii) net asset value per share as of
June 30, 1997.
THERE WILL BE NO COMMISSION CHARGES TO YOU FOR PARTICIPATING IN THE PLAN. ALL
COMMISSIONS ASSOCIATED WITH THE PLAN WILL BE PAID BY THE COMPANY.
To sell your Shares through the Plan, you should:
1. Complete and sign the enclosed Letter of Authorization and
Transmittal. Please include a daytime telephone number where you can be
contacted, if necessary, by CMSS.
2. Complete and sign the Form W-9 portion of the Letter of
Authorization and Transmittal that requests your Social Security Number or
Taxpayer Identification Number. Under Federal income tax laws, failure to
provide this information may result in 31% withholding from the proceeds you
would otherwise receive.
3. Send the signed Letter of Authorization and Transmittal in the
enclosed envelope to CMSS, together with the certificate(s) representing
the total number of Shares registered in your Name. PLEASE DO NOT SIGN THE
CERTIFICATES. The Letter of Authorization and Transmittal must be sent to
CMSS so that it is received no later than 5:00 p.m. (New York City time) on
September 15, 1997.
The instructions set forth above are subject to the more detailed discussion in
the Letter of Authorization and Transmittal, and the accompanying set of
Questions & Answers. Please refer to these materials for information regarding
the specific procedures to follow or for answers to commonly asked questions
call CMSS toll-free nationwide at 1 (800) 205-8316. They will be glad to assist
you.
Very truly yours,
MACC PRIVATE EQUITIES INC.
