-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GNM9H6YIck96BHkG0hke5E4+WEzodfjc5OOy2k78FEfQT8ADbeNDNafVs2rICvTy GKabbzDhli7PjPP3TEzMBw== 0000109380-03-000134.txt : 20031010 0000109380-03-000134.hdr.sgml : 20031010 20031009175958 ACCESSION NUMBER: 0000109380-03-000134 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20031010 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MACC PRIVATE EQUITIES INC CENTRAL INDEX KEY: 0000923808 IRS NUMBER: 421421406 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45963 FILM NUMBER: 03935775 BUSINESS ADDRESS: STREET 1: 101 SECOND ST SE STREET 2: STE 800 CITY: CEDAR RAPIDS STATE: IA ZIP: 52401 BUSINESS PHONE: 3193638249 MAIL ADDRESS: STREET 1: 101 SECOND STREET SE STREET 2: SUITE 800 CITY: CEDAR RAPIDS STATE: IA ZIP: 52401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZIONS BANCORPORATION /UT/ CENTRAL INDEX KEY: 0000109380 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 870227400 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE SOUTH MAIN STREET STREET 2: SUITE 1380 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: 8015244787 MAIL ADDRESS: STREET 1: ONE SOUTH MAIN STREET STREET 2: SUITE 1380 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 FORMER COMPANY: FORMER CONFORMED NAME: ZIONS UTAH BANCORPORATION DATE OF NAME CHANGE: 19870615 FORMER COMPANY: FORMER CONFORMED NAME: ZIONS FIRST NATIONAL INVESTMENT CO DATE OF NAME CHANGE: 19660921 SC 13D 1 macc13d.txt MACC SHARE SALE SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 20)* MACC Private Equities Inc. - -------------------------------------------------------------------------------- Common Stock, $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 552 617 102 -------------------------------------------------- (CUSIP Number) W. David Hemingway, Zions Bancorporation, One South Main, Suite 1380 Salt Lake City, Utah 84111 (801) 524-4787 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 30, 2003 -------------------------------------------------- (Date of Event which Requires Filing of this Statement) If a filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - --------------------- CUSIP NO. 552 617 102 - --------------------- - ------------------------------------------------------------ 1. NAME OF REPORTING PERSON Zions Bancorporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 87-0227400 - ------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ---------------------------------------------------------------------- 3. SEC USE ONLY - ---------------------------------------------------------------------- 4. SOURCE OF FUNDS WC - ---------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - ---------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Utah - ---------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF -0- SHARES ---------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 10,238 EACH ---------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON -0- WITH ---------------------------------------------------- 10. SHARED DISPOSITIVE POWER 10,238 - ---------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,238 - ---------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ---------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4395% - ---------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON HC,CO - ---------------------------------------------------------------------- Page 2 of 7 - --------------------- CUSIP NO. 552 617 102 - --------------------- - ---------------------------------------------------------------------- 1. NAME OF REPORTING PERSON Zions First National Bank S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 87-0189025 - ---------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ---------------------------------------------------------------------- 3. SEC USE ONLY - ---------------------------------------------------------------------- 4. SOURCE OF FUNDS WC - ---------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - ---------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States - ---------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF -0- SHARES ---------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 10,238 EACH ---------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON -0- WITH ---------------------------------------------------- 10. SHARED DISPOSITIVE POWER 10,238 - ---------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,238 - ---------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ---------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4395% - ---------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON BK - ---------------------------------------------------------------------- Page 3 of 7 Zions Bancorporation ("Zions") hereby amends its report on Schedule 13D originally filed on May 24, 1996 as heretofore amended (the "Schedule 13D") in respect of the Common Stock of MACC Private Equities Inc. (the "Company"). Capitalized terms used but not defined herein shall have the meanings given such terms in the Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration. The funds required to purchase the 668,868 shares of Common Stock beneficially owned by Zions and the Bank were $ 4,334,005. These funds were derived from working capital. Item 5. Interest in Securities of the Issuer. (a) The Bank currently holds and Zions may be deemed to hold through the Bank, for purposes of this report on Schedule 13D, the beneficial ownership of 10,238 shares of Common Stock, which the Bank and Zions believe represents approximately 0.4395% of the outstanding shares of Common Stock. (b) Zions may be deemed to share the power to vote or direct the vote and to dispose or to direct the disposition of the 10,238 shares of Common Stock held by the Bank. (c) On November 29, 2000, the Bank purchased 100 shares of Common Stock at a cost of $1,006.25 ($10.0625 per share). On December 7, 2000, the Bank purchased 199 shares of Common Stock at a cost of $1,952.94 ($9.8138 per share). On December 11, 2000, the Bank purchased 900 shares of Common Stock at a cost of $8,662.50 ($9.6250 per share). On December 12, 2000, the Bank purchased 300 shares of Common Stock at a cost of $2,918.75 ($9.7292 per share). On December 15, 2000, the Bank purchased 401 shares of Common Stock at a cost of $3,884.56 ($9.6872 per share). On December 15, 2000, the Bank purchased 2,800 shares of Common Stock at a cost of $26,950.00 ($9.6250 per share). On December 19, 2000, the Bank purchased 100 shares of Common Stock at a cost of $1,006.25 ($10.0625 per share). On December 20, 2000, the Bank purchased 100 shares of Common Stock at a cost of $1,006.25 ($10.0625 per share). On December 20, 2000, the Bank purchased 2,200 shares of Common Stock at a cost of $21,175.00 ($9.6250 per share). On December 27, 2000, the Bank purchased 800 shares of Common Stock at a cost of $7,708.51 ($9.6356 per share). On January 10, 2001, the Bank purchased 1,000 shares of Common Stock at a cost of $9,625.00 ($9.6250 per share). On January 10, 2001, the Bank purchased 483 shares of Common Stock at a cost of $4,669.43 ($9.6676 per share). On January 11, 2001, the Bank purchased 517 shares of Common Stock at a cost of $4,995.63 ($9.6627 per share). On January 29, 2001, the Bank purchased 100 shares of Common Stock at a cost of $1,012.50 ($10.1250 per share). On January 30, 2001, the Bank purchased 300 shares of Common Stock at a cost of $2,937.50 ($9.7917 per share). On February 9, 2001, the Bank purchased 700 shares of Common Stock at a cost of $6,794.45 ($9.7064 per share). On February 12, 2001, the Bank purchased 300 shares of Common Stock at a cost of $2,937.50 ($9.7917 per share). On February 13, 2001, the Bank purchased 1,240 shares of Common Stock at a cost of $12,012.50 ($9.6875 per share). On February 14, 2001, the Bank purchased 4,700 shares of Common Stock at a cost of $45,546.25 ($9.6907 per share). On February 16, 2001, the Bank purchased 1,000 shares of Common Stock at a cost Page 4 of 7 of $10,625.96 ($10.6260 per share). On February 27, 2001, the Bank purchased 900 shares of Common Stock at a cost of $9,511.57 ($10.5684 per share). On February 28, 2001, the Bank purchased 1,000 shares of Common Stock at a cost of $11,126.81 ($11.1268 per share). On March 1, 2001, the Bank purchased 1,000 shares of Common Stock at a cost of $10,563.35 ($10.5634 per share). In each case of purchase, the shares were acquired in the ordinary course of business in transactions on the open market. (e) On September 30, 2003, the Bank sold to Altas Management Partners, LLC, a Utah limited liability company, approximately 804,689 shares of Common Stock of the Company for $3,200,000. After the sale to Atlas, the Bank owns 10,238 shares of Common Stock, which the Bank and Zions believe represents approximately 0.4395% of the outstanding shares of Common Stock. Item 7. Material to be Filed as Exhibits. Exhibit 10 Stock Purchase Agreement dated July 30, 2003 between Zions First National Bank, a national banking association, and Atlas Management Partners, LLC. Page 5 of 7 SIGNATURE After due inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. Dated: October 9, 2003 ZIONS BANCORPORATION By: /s/ Doyle L. Arnold ---------------------------------- Name: Doyle L. Arnold Title: Executive Vice President and Secretary Page 6 of 7 SIGNATURE After due inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. Dated: October 9, 2003 ZIONS FIRST NATIONAL BANK By: /s/ Doyle L. Arnold ----------------------------------- Name: Doyle L. Arnold Title: Executive Vice President and Secretary Page 7 of 7 EX-10 3 macc13d-exb10.htm STOCK PURCHASE AGREEMENT

EXHIBIT 10.1

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (“Agreement”) is entered into by and between Zions First National Bank, a national banking association (“Zions”) and Atlas Management Partners, LLC, a Utah Limited Liability Company and its affiliated persons (as that term is defined in the Investment Company Act of 1940), hereinafter collectively known as Atlas”).

WHEREAS, Zions is the owner of approximately 804,689 common shares of MACC Private Equity, Inc. (“MACC Shares”); and

WHEREAS, Atlas is desirous of purchasing from Zions all of the MACC Shares at a dollar price of approximately $3,200,000; and

WHEREAS, Zions is willing to sell its MACC Shares to Atlas for approximately $3,200,000;

NOW, THEREFORE, the parties agree as follows:

At a date and time mutually agreed upon by the parties, but in no event later than September 30, 2003, Zions shall deliver to Atlas all of the MACC Shares it owns (currently approximately 804,689 shares), and Atlas will pay to Zions, in cash or securities acceptable to Zions, the sum of $3,200,000.

If the transaction is not completed on or before September 30, 2003, Zions has no further obligation to sell its MACC Shares to Atlas and is free to sell its MACC Shares to another buyer.

Zions represents and warrants to Atlas that it is the true and lawful owner of the MACC Shares and has not pledged or hypothecated the MACC Shares for any purpose, and has the right to sell the MACC Shares to Atlas.

Atlas acknowledges it has not relied on Zions for any information or recommendation about MACC Private Equity, Inc. and it has performed its own analysis of MACC Private Equity, Inc., and it has performed or will perform such due diligence as it deems necessary. Atlas’ obligation to purchase the stock is subject to completion of final due diligence, and Atlas may cancel this Agreement prior to closing if its due diligence discovers information unknown at the time of execution of this Agreement which would have a negative impact on the value of the MACC Shares.

This Agreement shall be governed by the internal laws of the State of Utah.

Each party hereto agrees to indemnify the other party against all claims, proceedings, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) which each party may suffer or incur arising out of or in connection with any breach by the other party of any term of this Agreement.

No right or obligation under this Agreement may be assigned or delegated by either party without the written consent of the other, and this Agreement constitutes the entire understanding of the parties, and may only be modified or amended in a writing executed by the parties.

Any dispute, controversy or claim arising out of or based on the terms of this Agreement shall be settled exclusively and finally by binding arbitration in the State of Utah. Upon written demand for arbitration by either party, the parties shall confer and attempt in good faith to agree upon one arbitrator. If the parties have not agreed upon an arbitrator within thirty (30) days after receipt of such written demand, each party shall appoint one arbitrator and those two arbitrators shall agree upon a third arbitrator. Any arbitrator or arbitrators appointed as provided herein shall be selected from panels maintained by, and the binding arbitration shall be conducted in accordance with the commercial arbitration rules of, the American Arbitration Association (or any successor organization), and such arbitration shall be binding upon the parties. Judgment upon an arbitration award may be entered in any court having jurisdiction.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed this 30day of July, 2003.

		Zions First National Bank By: /s/ David Hemingway —————————————— Its: Executive Vice-President
		Atlas Management Partners, LLC By: /s/ Kent Madsen —————————————— Its: Managing Member

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