<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 CALENDAR MONTH
(See rules and instructions on back of this form.
If acknowledgment is desired, file this form with the Commission
in triplicate.)
REPORT FOR CALENDAR MONTH ENDING AUGUST 31, 1997
-------------------------------
(Name of registered closed-end investment company)
MACC PRIVATE EQUITIES INC.
<TABLE>
- -------------------------------------------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
August 15, 1997 Common Stock See Exhibit 1 $9.50 $14.71 See Exhibit 1
$.01 par value
</TABLE>
REMARKS:
All of the 136 purchases (consisting of a total of 10,281 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> 2
Because each transaction was effected pursuant to the Plan and was
consummated simultaneously following the initial 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 initial period of the Plan was equal to the average market
closing price per share during the initial 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 initial 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
----------------------------
David R. Schroder
President and Secretary
Date of Statement August 31, 1997
-------------------
2
<PAGE> 1
CEDE & CO 25 237.50
CEDE & CO 157 1491.50
CEDE & CO 61 579.50
NORMAN OR GERTRUDE HARTZ
REVOC LIVG TRST 75 712.50
1719 WILKES AVE
DAVENPORT IA 52804-3545
JOHN M MCKINLEY 59 560.50
4010 GRANADA DRIVE SE
HUNTSVILLE AL 35802-1210
DONALD M LUCAS 45 427.50
5439 SILVER DAWN LANE
ROCKFORD IL 61109-6506
MAXINE HASSMAN 58 551.00
410 JOHNSON STREET
PARKERSBURG IA 50665-2037
EMMA L BERGMAN 61 579.50
3951 NORTHFORK DR SE
CEDAR RAPIDS IA 52403-2148
WALTER J BURDS 83 788.50
BOX 64
PEOSTA IA 52068-9802
AMY M ALDRICH 77 731.50
4683 LINCOLN HTS DR SE
CEDAR RAPIDS IA 52403-3248
SARAH JANE HORNBECK 11 104.50
346 30TH STREET DRIVE SE
CEDAR RAPIDS IA 52403-1414
JULIUS J WERTHMANN 56 532.00
2716 KELLING ST
DAVENPORT IA 52804-1554
EARL CARLTON 79 750.50
BOX 2
RYAN IA 52330-0002
MAX V ANDERSON 64 608.00
26202 208TH AVE
DELHI IA 52223-8437
OLGA MAE SEDENKA 90 855.00
407 RED FOX RD SE
CEDAR RAPIDS IA 52403-2049
HELEN F LORENZEN 81 769.50
1116 16TH AVE SW
CEDAR RAPIDS IA 52404-2651
JOSEPH R KURKA 57 541.50
2413 TERESA DR SW
CEDAR RAPIDS IA 52404-3739
EDWARD F WINTER 75 712.50
1000 13TH ST NW
CEDAR RAPIDS IA 52405-2402
GARY L CLEMENS 50 475.00
1010 OAKLAND DR
TAMA IA 52339-9749
BETTY J KOSEK 56 532.00
3606 RANDOM RD SE
CEDAR RAPIDS IA 52403-1932
RUTH M BRESCH 41 389.50
2215 CLIFF ROAD
BURLINGTON IA 52601-2157
MYRTLE OSWALD 60 570.00
C/O ROLLIN OSWALD POWER OF ATTNY
2621 27TH AVE
MARION IA 52302-1241
JAMES D SCHMIDT 80 760.00
1433 25TH ST SE
CEDAR RAPIDS IA 52403-3441
AGNES M HEMBERA 19 180.50
1317 EYE AVE NE
CEDAR RAPIDS IA 52402
EDWIN BEGUNCK 13 123.50
2077 G AVE
MARENGO IA 52301-8616
EVELYN S SCOTT 9 85.50
3415 SHASTA DR NE
CEDAR RAPIDS IA 52402-3343
RANDALL KEVIN BECK 81 769.50
N8761 CLOVERLEAF LN
WHITEWATER WI 53190-3949
DELORES A GRAY 2 19.00
342 30TH ST NW
CEDAR RAPIDS IA 52405-3620
VIRGINIA T HOMEWOOD 49 465.50
2449 TERESA DR SW
CEDAR RAPIDS IA 52404-3739
DONALD P HUDSON 41 389.50
3620 PARK AVE
BETTENDORF IA 52722-5667
SALLY KLEPPE 49 465.50
1205 GRAND BLVD
CEDAR FALLS IA 50613-4307
<PAGE> 2
PATRICIA M LYNN 38 361.00
5200 HOLLY AVE NW
CEDAR RAPIDS IA 52405-3319
KEITH E ACHEY 62 589.00
5320 BOWE COURT SW
CEDAR RAPIDS IA 52404-7300
ARLENE CONSIDINE 46 437.00
1022 HICKORY HILL CT APT 3A
CLINTON IA 52732-3670
BARBARA E MARTIN 58 551.00
302 N DIVISION STREET
ANAMOSA IA 52205-1420
MICHELLE A HERDEGEN 8 76.00
1265 CURTIS BRIDGE RD NE
SWISHER IA 52338-9584
MILDRED S ELENZ 53 503.50
3332 HIGHWAY 20
DYERSVILLE IA 52040-8716
ARTHUR W SWANSON 92 874.00
700 34TH ST NE
CEDAR RAPIDS IA 52402-4224
CHARLES R GRAY 44 418.00
342 30TH ST NW
CEDAR RAPIDS IA 52405-3620
FRANCES L CARLSON 42 399.00
801 32ND STREET SE
CEDAR RAPIDS IA 52403-3111
MADELINE E LEE 30 285.00
627 5TH S
CLINTON IA 52732-4617
DAVID SCHIEL 47 446.50
6110 FIRST AVE NW
CEDAR RAPIDS IA 52405-3104
CEDE & CO 170 1615.00
WILMA I KUBU 62 589.00
127 32ND ST NE
CEDAR RAPIDS IA 52402-6007
BERNEICE MARBURGER 70 665.00
1419 5TH ST
CAMANCHE IA 52730-1742
MARLENE MEEKER 19 180.50
3544 35TH ST CT 3
MARION IA 52302-7701
LYNN AHRENDSEN 5 47.50
2287 88TH AVE
CLARENCE IA 52216-8511
MARY A WILLIAMS 73 693.50
1093 CEDAR VALLEY RD
TIPTON IA 52772-9372
LUCILLE M ERGER 7 66.50
7332 14TH AVE DR
KEYSTONE IA 52249-9625
MURIEL NAUMANN 6 57.00
1722 GRANTWOOD DR
IOWA CITY IA 52240-5918
WALLACE J RILETT 61 579.50
101 CRESTVIEW DRIVE
MOUNT VERNON IA 52314-1507
JACQUELINE K BRANDT 8 76.00
1207 28TH ST
SIOUX CITY IA 51104-3638
JOE J ERNST 2 19.00
2095 BOYSON ROAD
HIAWATHA IA 52233-2320
BURTON O JONES 14 133.00
1851 MELROSE AVE APT 204
IOWA CITY IA 52246-1755
ELIZABETH H LINK 79 750.50
200 1ST AVE NE APT 910
CEDAR RAPIDS IA 52401-1130
TODD MCCLANNAHAN ESTATE 1 9.50
575 BEARDSLEY
NORWALK IA 50211-9433
DESI KINZER 1 9.50
575 BEARDSLEY
NORWALK IA 50211-9433
KAREN K LAWRENCE 6 57.00
6600 KINGSWOOD LANE NE
CEDAR RAPIDS IA 52402-5934
CHAD R CLAPP
2530 BROOKLAND DR NE
CEDAR RAPIDS IA 52402-3302 4 38.00
PHYLLIS M COLLINGWOOD
308 MAIN ST BOX 42
CENTER POINT IA 52213-9559 7 66.50
ARLO T COLLINGWOOD
308 MAIN ST BOX 42
CENTER POINT IA 52213-9559 2 19.00
RAYMOND J DUNN
P O BOX 114
LOW MOOR IA 52757-0114 5 47.50
PATRICIA BOELENS 53 503.50
209-13TH ST SW
ALTOONA IA 50009-0000
<PAGE> 3
MARKLEANNE BRADLEY 67 636.50
721 PERRY
DUBUQUE IA 52003-7280
VERONA MUHS 68 646.00
2321 NO HOWELL
DAVENPORT IA 52804-2320
CHARLES L SCOTT 40 380.00
3415 SHASTA DR NE
CEDAR RAPIDS IA 52402-3343
BILLY C GOLIGHTLY 62 589.00
725 KAINZ DR
HIAWATHA IA 52233-1241
EVELYN E MILLER 46 437.00
1840 NO ALGONA
DUBUQUE IA 52001-5844
MILDRED A SMITH 67 636.50
130 THOMPSON DR SE UNIT 202
CEDAR RAPIDS IA 52403-1739
ROBERT WILLIAMS 51 484.50
3297 WHITTIER RD
SPRINGVILLE IA 52336-9776
WALTER SCHWICHTENBERG 26 247.00
523 MEADOW LANE
LOMIRA WI 53048-9531
GEORGE PAMMER 8 76.00
SOSNOVA 8
63700 BRNO CZECH REPUBLIC
EVERETT A TIMM 75 712.50
3107 CORAL LANE SW
CEDAR RAPIDS IA 52404-3844
L ARLENE BRAINARD 94 893.00
17473 CO RD X31
ANAMOSA IA 52205-7581
WILLIAM THOMPSON 53 503.50
15622 MONROE CIR
OMAHA NB 68135-2338
GWEN C BURDS 47 446.50
BOX 23
PEOSTA IA 52068-0023
CHANDA M BURDS 4 446.50
BOX 23
PEOSTA IA 52068-0023
ROBERT A MILLER 59 560.50
1840 N ALGONA
DUBUQUE IA 52001-5844
FRANKLIN J VANE 42 399.00
2443 VICTORIA DR SW
CEDAR RAPIDS IA 52404-3743
JUANITA JENNINGS 56 532.00
619 KING ST APT 605
COLUMBIA SC 29205-2366
WILMA BUSENBARK 24 228.00
PO BOX 195
SHELLSBURG IA 52332-0195
MURIEL L GRANT 1 9.50
PO BOX 359
BUFFALO IA 52728-0359
CEDE & CO 10 95.00
JOAN E DUNN 5 47.50
P O BOX 114
LOW MOOR IA 52757-0114
STEVEN D LEONARD 45 427.50
1311 CROSSING CT
CEDAR RAPIDS IA 52402
CEDE & CO 4 38.00
CEDE & CO 151 1434.50
CEDE & CO 26 247.00
CEDE & CO 2835 26932.50
LOUIS HOUTZAGER 75 712.50
201 PEARL ST S
PO BOX 179
SHELLSBURG IA 52332-0179
LINDA J EILTS 63 598.50
ROUTE 2 BOX 368
MASSENA IA 50853-9802
DENNIS J REEDER 50 475.00
3605 SE CARUTHERS
PORTLAND OR 97214-5825
GLEN RAMMELSBERG 51 484.50
207 WEST NW
PO BOX 13
BLAIRSTOWN IA 52209-0013
JACK E BARKER 59 560.50
2135 STRATFORD DR
MARION IA 52302-6128
ROBERT D NELSON 53 503.50
1349 HAROLD DR SE
CEDAR RAPIDS IA 52403-3861
MARY JANE PEARSON 50 475.00
1610 MAXWELL AVE
AMES IA 50010-5536
BLANCHE A CUHEL 49 465.50
955 BRIDGIT LANE SE
CEDAR RAPIDS IA 52403-4516
BATHILDES BETH BERNARDY 80 760.00
DBA MARTIN BERNARDY INS AGENCY
BOX 276
GILBERTVILLE IA 50634-0276
DORIS K BARKER 79 750.50
2135 STRATFORD DR
MARION IA 52302-6128
<PAGE> 4
NINA M WILLIAMS 4 38.00
1335 8TH ST NW
CEDAR RAPIDS IA 52405-1803
ALAN GOLDSTEIN 55 522.50
543 FOREST DR SE
CEDAR RAPIDS IA 52403-4250
CEDE & CO 150 1425.00
CEDE & CO 302 2869.00
TRAYSA NISSEN
RR 1
CENTER JCT IA 52212-9801 48 456.00
SHIRLEY GESKE
2880 23RD AVE
MARION IA 52302-1603 90 855.00
CHANDA NISSEN
RR 1
CENTER JCT IA 52212-9801 48 456.00
ROBERT W KING
1211 E STREET LN
GRINNELL IA 50112-8073 41 389.50
DELMER D WERNER
1703 BROOKDALE LN NE
CEDAR RAPIDS IA 52402-1006 49 465.50
BEN E EHRHART
2211 13TH AVE NO
CLINTON IA 52732-3331 72 684.00
WARREN K WEASMER
3203 EADS STREET
DAVENPORT IA 52802-1547 50 475.00
MAREN NISSEN
RR 1
CENTER JCT IA 52212-9801 48 456.00
JACQUELINE K SCHULTZ
1703 BROOKDALE LN NE
CEDAR RAPIDS IA
52402-1006 49 465.50
WILLIAM F BENISHEK
904 18TH ST
BELLE PLAINE IA
52208-1249 78 741.00
LOUISE KEESE
820 KERRY LANE SE NO 26
CEDAR RAPIDS IA 52403-4527 67 636.50
BEN A MARLENEE
1009 E FIRST STREET
ANAMOSA IA 52205-1507 86 817.00
KENNETH D SWANSON
116 MARSHALL COURT
MANCHESTER IA 52057-1328 92 874.00
ARNOLD BRUCE CREVELING
1329 RITTENHOUSE
DES MOINES IA 50315-6531 42 399.00
LINA C RETTIG
BOX 34
MIDDLE IA 52307-0034 67 636.50
CEDE & CO 20 190.00
CEDE & CO 248 2356.00
CEDE & CO 140 1330.00
CEDE & CO 24 228.00
CEDE & CO 56 532.00
STAN ROTH
1109 A AKIPOHE ST
KAILUA HI 96734-4246 48 456.00
LAVERN W BELTZ
5931 SHILOH LANE N E
CEDAR RAPIDS IA 52411-7945 83 788.50
K LOUISE STASKAL
8252 E LOBO AVE SE
MESA AZ 85208-5219 47 446.50
LENNA SEE
PO BOX 228
1535 NORTH DRIVE
ELY IA 52227-0000 39 370.50
STEVEN W DUFFE
RTE 1 BOX 105
MOSCOW IA 52760-9713 80 760.00
BARBARA D ROSS
3610 SKYLARK LN SE
CEDAR RAPIDS IA 52403-4335 47 446.50
ANIKA NOWASELL
3769 W 9TH ST APT 9
WATERLOO IA 50702-5926 47 446.50
LLOYD A HODGE
710 WEST 13TH
CEDAR FALLS IA 50613-3702 56 532.00
JOHN R PEARSON
202 HIGHLAND
WATERLOO IA 50703-4230 52 494.00
EDNA GRACE COWELL
226 HILLCREST CT
CENTRAL CITY IA 52214-9763 85 807.50
JOHN R PIERCE
992 18TH ST
MARION IA 52302-3567 44 418.00
DAVID D HOOK
1311 W MT PLEASANT
WEST BURLINGTON IA 52655-1017 50 475.00
CEDE & CO 120 1140.00
<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 AUGUST 11, 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 July 14, 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
MACC PRIVATE EQUITIES INC.
COMMISSION-FREE SHAREHOLDER SALES PLAN
FOR HOLDERS OF FEWER THAN 100 SHARES
OF MACC PRIVATE EQUITIES INC. COMMON STOCK
July 14, 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 term of the Plan
commenced on July 14, 1997, and will expire at 5:00 p.m. (New York City Time)
on August 11, 1997, unless extended by the Company. 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.
================================================================================
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:
---------------------------------------- --------------------------
Account Number:
------------------------------ --------------------------
================================================================================
<PAGE> 6
MACC PRIVATE EQUITIES INC.
COMMISSION-FREE SHAREHOLDER SALES PLAN
FOR HOLDERS OF FEWER THAN 100 SHARES
OF MACC PRIVATE EQUITIES INC.
COMMON STOCK
July 14, 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 term of the Plan commenced on July 14, 1997 and will expire at 5:00 p.m.
(New York City Time) on August 11, 1997, unless extended by the Company.
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 term 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
August 11, 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.
