UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) December 15, 2005
Excelsior Ventures Partners III, LLC
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| | |
000-29665
| | 13-4102528
|
| (Commission File Number) | | (IRS Employer Identification No.) |
| |
225 High Ridge Road Stamford, CT
| | 06905
|
| (Address of Principal Executive Offices) | | (Zip Code) |
(203) 352-4400
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointments of Principal Officers.
(a) Not applicable.
(b) Mr. Timothy J. Leach informed the Registrant of his decision to resign as the Registrant’s co-chief executive officer effective as of December 15, 2005.
(c) In addition, the Registrant appointed Mr. Leo P. Grohowski as co-chief executive officer effective as of December 15, 2005.
Mr. Grohowski joined U.S. Trust Corporation in October 2005 as chief investment officer. He is responsible for investment strategy and process, as well as the management of investment professionals. Previously, he was with Deutsche Bank, where he most recently served as chief investment officer of Deutsche Asset Management Americas and Scudder Investments, with responsibility for over $250 billion in assets. In addition, he served as chairman of the Americas Investment Committee, a member of the Global Investment Committee, and senior investment representative to three independent mutual fund boards. From 1999 to 2002, Mr. Grohowski was chief investment officer of Deutsche Bank Private Banking, serving as chairman of the Global Markets Strategy Committee and Domestic Investment Strategy Group, and head of Investment Products and Services for the DB Alex Brown unit. In 1996, Mr. Grohowski joined Bankers Trust where he served as senior trust investment officer of the Private Bank and head of the U.S. Investment Strategy Group. He also chaired the Trust Investment Committee, the Collective Investment Fund Committee, and the Equity Strategy Group. Previously, he was with HSBC Asset Management from 1988 to 1996. He was named chief investment officer in 1993, after heading the U.S. Equities group from 1988 to 1993. At HSBC, Mr. Grohowski personally managed the core equity strategy, with over $1 billion in assets. From 1985 to 1987, he was with Marine Midland Bank, where he managed a team responsible for over 800 trust and investment management portfolios. He began his career as a portfolio manager at Princeton Bank & Trust Company in 1980. Mr. Grohowski received his B.A. in Economics, magna cum laude, from Drew University, where he currently serves on the Board of Trustees. He earned an M.B.A. in Finance from New York University’s Stern School of Business in 1985.
(d) Not applicable.
Item 8.01 Other Events.
(a) U.S. Trust Corporation (“U.S. Trust”), the parent company of U.S. Trust Company, N.A., the investment adviser to the Registrant has determined to restructure its bank subsidiaries and the corporate structure through which they provide investment advisory services to the funds they advise. This restructuring will not effect in any way the nature, level or quality of services provided to the Registrant nor will it result in any change in the portfolio managers or other advisory personnel responsible for managing the Registrant.
As part of this restructuring, U.S. Trust is reorganizing U.S. Trust Company, N.A.’s separately identifiable asset management division (“USTAMD”) into a separate corporate entity named UST Advisers, Inc. (“USTA”), a Delaware corporation that is a wholly-owned subsidiary of U.S. Trust Company, N.A.
USTAMD, as a division of U.S. Trust Company, N.A., has served as the Registrant’s investment adviser. At a meeting held on December 15, 2005, the Board of Managers of the Registrant approved assumption agreements pursuant to which USTA will assume all of USTAMD’s obligations under the existing investment advisory agreement.
Effective as of December 16, 2005, USTA serves as the Registrant’s investment adviser. U.S. Trust New York Asset Management Division, the investment adviser division of U.S. Trust Company of New York, will continue to serve as the sub-adviser to the Registrant.
SIGNATURE
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 hereunto duly authorized.
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| | | | | Excelsior Ventures Partners III, LLC (Registrant) |
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| Date: December 20, 2005 | | | | By: | | /S/ LEO P. GROHOWSKI |
| | | | | | | | | Leo P. Grohowski Co-Chief Executive Officer |
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| Date: December 20, 2005 | | | | By: | | /S/ RAGHAV V. NANDAGOPAL |
| | | | | | | | | Raghav V. Nandagopal Co-Chief Executive Officer |
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| Date: December 20, 2005 | | | | By: | | /S/ ROBERT F. AUFENANGER |
| | | | | | | | | Robert F. Aufenanger Treasurer (Principal Financial Officer) |
