UST PRIVATE EQUITY INVESTORS FUND INC
10-Q/A, 1995-06-23
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                   SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C. 20549

                               FORM 10-Q/A



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

      Quarterly Period Ended April 30, 1995

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: 0-24856

This Amendment to the Registrant's Form 10-Q which was filed with the 
Securities and Exchange Commission on June 14, 1995 is being filed solely 
to include the Financial Data Schedule pursuant to Rule 401 of Regulation 
S-T.


UST PRIVATE EQUITY INVESTORS FUND, INC.
___________________________________________________________________________
         (Exact Name of Registrant as Specified in its Charter)



Maryland                               13-3786385
___________________________________________________________________________
(State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
Incorporation or Organization)


114 West 47th Street
New York, New York                       10036-1332
______________________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including Area Code:  (212) 852-1000


Not applicable
______________________________________________________________________________
Former name, former address and former fiscal year, if changed since last report


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 ___   



                                  INDEX

                 UST PRIVATE EQUITY INVESTORS FUND, INC.



PART I     FINANCIAL INFORMATION
__________________________________


Item 1.    Financial Statements (Unaudited).

           Statement of Assets and Liabilities as of April 30, 1995 
           (Unaudited).

           Notes to Financial Statements (Unaudited).

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


PART II    OTHER INFORMATION
_____________________________


Item 1.    Legal Proceedings.

Item 2.    Changes in Securities.

Item 3.    Defaults upon Senior Securities.

Item 4.    Submission of Matters to a Vote of Security Holders.

Item 5.    Other Information.

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



                     PART I - FINANCIAL INFORMATION


Item 1.    Financial Statements (Unaudited).

                 UST PRIVATE EQUITY INVESTORS FUND, INC.
                   STATEMENT OF ASSETS AND LIABILITIES
                             APRIL 30, 1995
                               (unaudited)



Assets:
      Cash.......................................................   $1,000
      Deferred organizational and initial offering expenses...... $313,547

            Total Assets......................................... $314,547

Liabilities:
      Accrued organizational expenses and
         initial offering costs.................................. $313,547

      Net Assets consist of:
      Common Stock, $0.01 par value; authorized
            100,000 shares; issued and
            outstanding 1 share..................................  $1,000
                                                                    _____

      Net Asset Value Per Share................................... $1,000
                                                                    _____
______________
Notes to Financial Statements (Unaudited):

(1)   The Company was incorporated in the State of Maryland on September 16,
      1994 and has had no operations to date other than matters relating
      to its organization and registration under the Securities Act of 1933,
      as amended, as a non-diversified, closed-end management investment 
      company that has elected to be regulated as a business development
      company under the Investment Company Act of 1940, as amended, and the
      sale and issuance of 1 share of its common stock to David I. Fann and 
      the offering of its shares to the public.

(2)   Costs incurred by the Company in connection with its organization, 
      estimated at $25,000, will be amortized on a straight-line basis over 
      a five year period beginning at the commencement of operations of the 
      Company.  Costs incurred by the Company in connection with the 
      initial registration of the Shares, estimated at $288,547 will be 
      charged against the proceeds of the offering.  Approximately $247,964 
      of these costs have been paid by United States Trust Company of New 
      York and will be reimbursed to it.


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


On September 16, 1994, David I. Fann, the Company's President, purchased 1 
share of the Company's common stock (the "Shares") for $1,000.  The Company 
began the initial public offering of its Shares on December 16, 1994.  As 
of April 30, 1995, the Company has not accepted subscriptions.  
Subscriptions have been deposited in an interest-bearing bank escrow 
account with United States Trust Company of New York ("U.S. Trust") pending 
the first closing which will be held on or about the fifth business day 
after the receipt by U.S. Trust of subscription funds representing 25,000 
Shares or $25,000,000.  If subscription funds representing 25,000 Shares or 
$25,000,000 are not received by August 31, 1995, the offering will 
terminate and all proceeds from the offering will be refunded to investors 
together with any interest earned thereon and without any deductions.  The 
Company will begin investment operations after the first closing.


                       PART II - OTHER INFORMATION


Item 1.    Legal Proceedings.
           _________________

           The Company is not party to any material pending legal 
           proceedings.

Item 2.    Changes in Securities.
           _____________________

           Not applicable.

Item 3.    Defaults Upon Senior Securities.
           _______________________________

           Not applicable.

Item 4.    Submission of Matters to a Vote of Security Holders.
           ___________________________________________________

           No matter was submitted to a vote of security-holders during the 
           quarter covered by this report.

Item 5.    Other Information.
           _________________

           None.

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

           (a)   Exhibits.

                 Financial Data Schedule pursuant to Rule 902(g) of 
                 Regulation S-T.

           (b)   Reports on Form 8-K.

                 None.


                               SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as 
amended, the Registrant has duly caused this report to be signed on its 
behalf by the undersigned thereunto duly authorized.



                      UST PRIVATE EQUITY INVESTORS FUND, INC.



                        /s/ David I. Fann                         
                      By:   David I. Fann, President
                            (Principal Executive Officer)


                        /s/ Lisa A. Cummings                      
                      By:   Lisa A. Cummings, Chief Financial Officer 
                              and Treasurer
                            (Principal Financial and Accounting Officer)





Date:  June 23, 1995




<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This Schedule contains summary financial information extracted from the
Registrant's Statement of Assets and Liabilities for the period ended April 30,
1995 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          OCT-31-1995
<PERIOD-END>                               APR-30-1995
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                               0
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                           314,547
<TOTAL-ASSETS>                                 314,547
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      313,547
<TOTAL-LIABILITIES>                            313,547
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         1,000
<SHARES-COMMON-STOCK>                                1
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                     1,000
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       0
<NET-INVESTMENT-INCOME>                              0
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                                0
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               0
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                             1,000
<PER-SHARE-NAV-BEGIN>                            1,000
<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>                              1,000
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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