________________________________________________________
Securities and Exchange Commission
Washington, DC 20549
________________________________________________________
FORM 10-K
MARK ONE:
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the Fiscal Year Ended December 31, 2003; or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
Commission File No. 038593
CAPITAL PARTNERS II, LTD. LIQUIDATING TRUST
(Successor to Renaissance Capital Partners II, Ltd.)
(Exact name of registrant as specified in its charter)
TEXAS 75-6590369
________________________________________ __________
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
5646 Milton Street, Suite 900
Dallas, Texas 75206
_______________________________________ ___________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 378-9340
Securities Registered Pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
__________________ ___________________
None None
Securities Registered Pursuant to Section 12(g) of the Act:
Trust Interests
_______________
(Title of class)
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 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 [ ]
Indicate by check mark if disclosure by delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K: [X]
State the aggregate market value of the voting stock held by non affiliates
of the registrant:
As of December 31, 2003, there were 19,947 Trust Interests outstanding.
There is no market for the Interests. Based on values as reflected in the
Registrant's Financial Statements, the aggregate value of the Liquidating
Trust Interests held by non-affiliates as of December 31, 2003, was
$16,234,050. Aggregate value of the Liquidating Trust Interests held by
affiliates as of December 31, 2003, was $21,187.
PART I
The discussion set forth herein contains certain forward looking statements
with respect to the financial condition, results of operations and business
of the Liquidating Trust. These forward looking statements are subject to
certain risks and uncertainties, not all of which can be predicted or
anticipated. Factors that may cause actual results to differ materially from
those contemplated by the forward looking statements herein include, but are
not limited to, changes in economic conditions; competitive conditions in
the markets in which portfolio companies conduct their operations, including
competition from companies with substantially greater resources than those of
the portfolio companies and fluctuations in the market price for the Trust's
remaining portfolio investment. Readers of this Discussion should not place
undue reliance on forward looking statements.
Item 1. Business
General Development of Business
Capital Partners II, Ltd. Liquidating Trust (referred to herein as the
"Trust") is the successor to Renaissance Capital Partners II, Ltd. (the
"Partnership"). On November 17, 2000, following a meeting of the limited
partners of the Partnership, the Partnership transferred substantially all of
its assets, including all of its investments, to the Trust. The only assets
remaining in the Partnership were certain claims in litigation and cash
anticipated to be required to operate the Partnership.
Thomas W. Pauken acted both as the Liquidation Trustee of the Partnership
and as the Liquidating Trustee of the Trust.
The Partnership, which was a Texas limited partnership formed in 1991,
elected to operate as a business development company under the Investment
Company Act of 1940. The investment objective of the Partnership was to
provide investors with current income and long-term capital appreciation by
investing primarily in private placement convertible debt securities (the
"Debentures") of small and medium size public companies ("Portfolio
Companies").
On January 23, 1991, the Partnership filed a registration statement on Form
N-2 for the sale of up to 50,000 Limited Partnership Units at an offering
price of $1,000 per unit. The Partnership continued the offering until March
31, 1993, at which time the offering was closed.
Renaissance Capital Group, Inc. ("Renaissance Group"), a Texas corporation,
served as the managing general partner (the "Managing General Partner") and
as investment adviser to the Partnership until September 30, 1998. In those
capacities, Renaissance Group was primarily responsible for the selection,
evaluation, structure, and administration of the Partnership's investment
portfolio. Those activities were subject to the supervision of two
Independent General Partners of the Partnership, who provided guidance with
respect to the operations of the Partnership (See Partnership's Form 10-K for
year ended December 31, 1999; Item 10. Directors and Executive Officers of
the Registrant).
Effective October 1, 1998, Renaissance Group withdrew as Managing General
Partner of the Partnership as part of an agreement to begin to wind up and
liquidate the Partnership. Mr. Thomas W. Pauken, who had served as an
Independent General Partner, agreed to become the Liquidation Trustee (the
"Trustee") pursuant to the Liquidation Trustee's Agreement which was filed as
an Exhibit to Form 10-Q for the period ending September 30, 1998. The
Trustee assumed all responsibilities, and has the authority, of the Managing
General Partner. From and after October 1, 1998, the Partnership limited its
activities to liquidating its assets and winding up its affairs. Since the
date of transfer, the Trust has continued the liquidation of the
Partnership's assets.
On November 17, 2000, at a special meeting of the limited partners, a
resolution calling for the Partnership to withdraw its election to be
regulated as a business development company was adopted, and the Partnership
filed a statement with the Securities and Exchange Commission withdrawing its
election. The second resolution adopted at this meeting called for an
amendment to the Partnership Agreement authorizing the Trustee to transfer
the Partnership's investment assets to a liquidating Trust. On November 17,
2000, the Trust was created and the investment assets of the Partnership were
transferred to the Trust. Pursuant to the Capital Partners II, Ltd.
Liquidating Trust Agreement (the "Liquidating Trust Agreement"), the Trust
was to terminate no later than November 17, 2002.
On November 4, 2002, the Trustee Amended the Trust to extend the term for one
year to November 17, 2003. Beneficiaries were given the option to elect out
of the Trust and receive their proportionate interests in the Trust's single
remaining portfolio investment, shares of common stock of Tutogen Medical,
Inc. ("Tutogen"). 120 beneficiaries elected to withdraw prior to the
deadline of December 19, 2002. The Trust distributed 4,230,847 shares of
Tutogen common stock to the withdrawing beneficiaries. 1,716 beneficiaries
remained in the Trust as of December 31, 2003.
As of December 31, 2002, the Trustee transferred the remaining cash out of
the Partnership into the Trust. As the Partnership had no remaining assets,
it dissolved as of December 31, 2002.
The Trust was extended for an additional year. In early November of 2003,
Tutogen entered into a non-binding letter agreement with a third-party
private equity firm to sell the stock at $6 per share. Pending the outcome
of this transaction the Trust was extended. However, negotiations between
Tutogen and the private equity firm ceased on December 28, 2003.
In early January, 2004, beneficiaries were given the option to elect out of
the Trust and receive their proportionate interests in the Trust's single
remaining portfolio investment, shares of common stock of Tutogen. 336
beneficiaries elected to withdraw prior to the deadline of February 26, 2004.
The Trust distributed 649,787 shares of Tutogen common stock to the
withdrawing beneficiaries. 1,380 beneficiaries remained in the Trust, which
continued to hold 2,975,139 shares of Tutogen.
Narrative Description of the Business
The Partnership, as a business development company under the 1940 Act,
primarily made investments in convertible debentures of small and medium
sized public companies. The Trust does not intend to make any new
investments in additional companies.
Liquidation Policy
The investment objective of the Trustee is to wind up the Trust in an
expeditious manner while seeking to maximize the value of the remaining
assets and reduce the administrative and managerial costs to the Trust.
The Partnership distributed $1,000,000 to the Limited Partners in 1998.
Portfolio Investments
On November 17, 2000, the Partnership had investments in two (2) portfolio
companies with an aggregate cost of $10,312,729, and a fair value (based on
the closing prices of the securities owned by the Trust on that day) of
$35,176,143. These investments were transferred to the Trust at the close of
business on November 17, 2000.
Tutogen Medical, Inc. (formerly known as Biodynamics International, Inc.)
Tutogen processes bio implants for neurosurgical, orthopedic, urological,
reconstructive and general surgical indications, utilizing its patented
Tutoplast process of tissue preservation and viral inactivation. Tutogen's
products are distributed worldwide through operating subsidiaries in the U.S.
and Germany and through strategic alliances with such companies as Zimmer
Spine-Tech, Zimmer Dental, Mentor and I.O.P., Inc. Tutogen stock trades on
the AMEX stock market under the symbol TTG. On March 29, 1993, the
Partnership invested $2,500,000 in a 11% convertible debenture issued by
Tutogen. Subsequently, the Partnership made follow-on investments in
Tutogen.
Prior to the formation of the Trust, the following transactions involving
Tutogen occurred in 2000:
1. In the first quarter of 2000, the Partnership received a principal payment
in the amount of $9,950 on the $500,000 Debenture. The first quarter of
Tutogen's fiscal year 2000 reported earnings of $0.05 per share.
2. The Trustee was appointed Chairman of the Board of Tutogen Medical, Inc.
in late April, 2000. On August 17, 2000, the common stock was listed for
trading on the American Stock Exchange with the symbol TTG.
3. On June 23, 2000, in a private transaction, the Partnership sold common
stock purchase warrants to purchase 250,000 shares at an exercise price of
$1.25 per share to Sulzer Medica USA Holding Co. The Partnership received
proceeds in the amount of $937,500 from the transfer of those warrants.
4. On June 28, 2000 the Partnership exercised its right to convert the
outstanding principal on the $500,000 Debenture, resulting in the issuance
to the Partnership of 363,000 shares of common stock of Tutogen. On the
same date the Partnership also exercised common stock purchase warrants to
purchase 1,103,957 shares, at an exercise price of $1.25 per share.
At the close of business on November 17, 2000, the Partnership transferred
all of its interest in Tutogen, consisting of 7,202,408 shares of common
stock and 700,000 common stock purchase warrants, to the Trust. The
Partnership also exercised common stock options to purchase 2,500 shares, at
an exercise price of $2.22. Upon issue these shares of common stock were
transferred to the Trust.
The Trust exercised common stock purchase warrants to purchase 400,000 and
300,000 shares, at an exercise price of $1.25 and $1.50 per share,
respectively, on December 20, 2000. The Trust borrowed the funds required to
exercise the warrants ($950,000) from Centerpulse USA Holding Co. (formerly
known as Sulzer Medica USA Holding Co.) As of December 31, 2000, the Trust
was the beneficial owner of 7,904,908 shares representing approximately
53.24% of the outstanding shares of Tutogen.
Following the distribution of common stock to the withdrawing beneficiaries
in December 2002 as discussed above, the Trust was the beneficial owner of
3,674,061 shares, representing approximately 24.4% of the outstanding shares
of Tutogen.
During the first half of 2003, some beneficiaries who missed the opportunity
to withdraw in 2002, were allowed to withdraw from the Trust and receive
Tutogen stock. The Trust distributed 19,135 shares to withdrawing
beneficiaries.
In November 13, 2003, the Trust sold 30,000 shares of Tutogen on the open
market at $5.515 per share, netting $162,438.25.
As of December 31, 2003, the closing price of the Tutogen stock was $4.51 per
share.
GDI Global Data, Inc.
GDI Global Data, Inc. ("GDI") provides end-to-end remote communications
solutions for commercial and industrial markets. In the second quarter of
2000, the Partnership received 166,666 shares of common stock of GDI in
exchange for its 8,333.33 shares of StarComm Products, Inc. ("StarComm") as a
result of a merger between GDI and StarComm. During the second quarter of
2000, the Partnership received proceeds in the amount of $10,925 from the
sale of 11,500 shares of common stock of GDI, a stock traded on the Toronto
Stock Exchange.
At the close of business on November 17, 2000, the Partnership transferred
all of its interest in GDI consisting of 155,166 shares of common stock, to
the Trust. As of December 31, 2003, the closing price of the GDI stock was
$0.019 per share. The Trust has permanently written down to zero the value
of the investment due to the investment's equity risk.
Personnel
The Trust has two direct employees, the Trustee and an assistant to the
Trustee, who is employed to assist the Trustee in performing the duties and
functions required by the Trust. Outside personnel are retained by the
Trustee on an as needed basis. At the present time, a substantial portion of
the Trustee's staff time is devoted to activities of the Trust.
For 2003, the Trustee agreed to defer his compensation.
Financial Information about Foreign and Domestic Operations
A substantial amount of business of Tutogen arises out of the operations of
its German subsidiary. Since there are no additional investments planned by
the Trust, there will be no additional investments in foreign operations.
Item 2. Properties
The Trust's business activities are conducted from the leased offices of the
Trustee in an office building in Dallas, Texas. Certain office expenses
relating to the Trust's activities are charged to the Trust by the Trustee
pursuant to the Liquidation Trustee Agreement.
Item 3. Legal Proceedings
There are no legal proceedings pending with regard to the Trust as of
December 31, 2003.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of the Beneficiaries in 2003.
PART II
Item 5. Market for the Registrant's Securities
There is no trading in the Interests and no established market exists.
Interests are restricted from transfer except in the event of death or by
action of law or except with the prior approval of the Liquidating Trustee.
Upon formation of the Trust and transfer of the Partnership assets to the
Trust, holders of the 43,254 Interests of the Partnership outstanding on
November 17, 2000, were deemed to become the holders of the number of
Interests in the Trust equal to the number of Partnership units which they
held.
In early January, 2004, beneficiaries were given the option to elect out of
the Trust and receive their proportionate interests in the Trust's single
remaining portfolio investment, shares of common stock of Tutogen. 336
beneficiaries elected to withdraw prior to the deadline of February 26, 2004.
The Trust distributed 649,787 shares of Tutogen common stock to the
withdrawing beneficiaries. 1,380 beneficiaries remained in the Trust.
Number of Holders
As of December 31, 2003, there were 1,716 beneficial holders of Trust
Interests.
Item 6. Selected Financial Data
The following selected financial data for the five year period ended December
31, 2003, should be read in conjunction with the Trust's Financial Statements
and notes thereto and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included in Item 7 of this Annual Report
on Form 10-K for the five years ended December 31, 2003.
Liquidating Trust
Year Ended Year Ended Year Ended Year Ended Year Ended
Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
2003 2002 2001 2000 1999
$ $ $ $ $
Net Operating Loss (178,212) (243,389) (210,662) (1,873) -0-
Net Realized Gain
on Sale of
Investments 29,572 -0- -0- -0- -0-
Net Realized Loss
on Distribution of
Investments (28,544) (8,673,236) -0- -0- -0-
Net Unrealized
Appreciation
(Depreciation) on
Investments 4,442,041 6,801,823 (8,509,569) (3,466,727) -0-
Net Income (Loss) 4,264,857 (2,114,802) (8,720,231) (3,468,600) -0-
Income (Loss)
Per Trust Interest 218 (51.18) (201) (80) -0-
Total Assets 16,430,141 12,175,602 24,169,488 32,659,416 -0-
Distributions to
Beneficiaries 56,618 10,154,033 -0- -0- -0-
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
Substantially all of the value of the Trust's assets are represented by the
common stock in Tutogen held by the Trust. As a result, the market value of
Tutogen's common stock, and fluctuations in that value, have a significant
impact on estimates of the fair value of the Trust's assets. In that regard,
beneficiaries of the Trust and other readers of this Report on Form 10-K and
other documents relating to the fair value of the Trust's assets should
recognize that Tutogen has limited capitalization and trading volume, and the
market prices for its common stock at any given time do not necessarily
reflect the price or prices at which a substantial block of Tutogen common
stock could be bought or sold. Accordingly, beneficiaries and other readers
of this Report should recognize that estimated values stated in this Report
or in subsequent documents are necessarily imprecise, and that the apparent
value of Interests in the Trust is subject to potentially abrupt and
unpredictable changes, including overall market conditions and changes in the
market for Tutogen's stock. Because of the inherent uncertainty of such
valuations, the estimated fair value as determined by the Trustee is likely
to vary significantly from the value that could actually be realized in one
or more transactions.
2003 Compared to 2002
During 2003, the Trust made no additional portfolio investments. As a result
of prior investments, the Trust achieved a net increase in net assets from
operations of $4,264,857 during the year ended December 31, 2003, consisting
of the following: (i) interest income of $485; (ii) realized gain of $29,572;
unrealized appreciation of $4,442,041; (iv) interest expense of $8,754; (v)
accrued Trustee fees of $72,000; and (vi) general and administrative expenses
of $97,943.
Total expenses incurred by the Trust were $178,697 in 2003, compared to
$243,404 for 2002. Expenses have decreased as a result of the Trust focusing
on winding down.
The Trust incurred obligations to the Trustee of $72,000 for 2003, however
the Trust deferred his compensation for 2003.
2002 Compared to 2001
During 2002, the Trust made no additional portfolio investments. As a result
of prior investments, the Trust incurred a net decrease in net assets from
operations of $2,114,802 during the year ended December 31, 2002, consisting
of the following: (i) interest expense of $18,963; (ii) net realized losses
of $8,673,236 offset by net unrealized appreciation of $6,801,823; (iii)
Trustee fees of $72,000; and (iv) general and administrative expenses of
$152,441.
Total expenses incurred by the Trust were $243,404 in 2002, compared to
$210,662 for 2001.
The Trust incurred obligations to the Trustee of $72,000 for 2002.
Item 7(a). Quantitative and Qualitative Disclosure About Market Risk
The Trust is subject to financial market risks such as changes in marketable
equity security prices. The Trust does not use derivative financial
instruments to mitigate any of these risks. The return on the Trust's
investments is generally not affected by foreign currency fluctuations.
The Trust's investment portfolio consists of common stock in Tutogen. This
investment is directly exposed to equity price risk, in that a percentage
change in the prices of this security would result in a similar percentage
change in the fair value of the Trust's investment in this security.
Item 8. Financial Statements and Supplementary Data
For the Index to Financial Statements; see "Index to Financial Statements" on
page F-1.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
As reported in a Form 8-K filed on March 29, 2004, on March 19, 2004, the
Trust ended its relationship with Smith, Gray Boyer & Daniell as its
certifying accountants since that firm had not registered with the Public
Oversight Accounting Board, a new SEC requirement for firms providing
auditing services. The Registrant's Trustee had approved this action.
Item 9(a). Controls and Procedures.
As of the end of the period covered by this report, the Trust carried out an
evaluation, under the supervision and with the participation the Trustee, of
the effectiveness of the Trust's disclosure controls and procedures (as
defined in 13a-15(e) of the Securities and Exchange Act of 1934 (the
"Exchange Act")). Based on that evaluation, the Trustee concluded that the
Trust's disclosure controls and procedures are effective in timely alerting
him to material information relating to the Trust required to be included in
this report. There were no changes in the Trust's internal control over
financial reporting (as defined in Rule 13a-15(f) under the Exchange Act)
that occurred during the Trust's last fiscal quarter that have materially
affected or are reasonably likely to materially affect the Trust's internal
control over financial reporting.
PART III
Item 10. Directors and Executive Officers of the Registrant
The Trust has no directors or executive officers but is managed by the
Trustee.
(1) Information Regarding Liquidating Trustee
Thomas W. Pauken, age 60, has experience both as a corporate executive
officer and as the head of an independent federal agency. Professionally
qualified as an attorney, he currently is the President of TWP, Inc. From
1985 to 1991, Mr. Pauken was Vice President and Corporate Counsel of Garvon,
Inc., a Dallas-based venture capital company. Mr. Pauken served on President
Reagan's transition team and on the White House legal counsel's staff.
Later, he was appointed by President Reagan as Director of ACTION, an
independent federal agency that encourages volunteerism, where he served from
1981 to 1985. He also served as a White House staff assistant and as
Associate Director of the White House Fellowship program from 1970 to 1971.
Mr. Pauken served from 1986 to 1991 as Director of 50-off Stores, Inc. He
became a member of the Board of Tutogen Medical, Inc. in January, 1999, and
currently serves as Chairman of the Board of Directors. He also is a member
of the Board of TOR Minerals International, Inc. He holds a BA in political
science from Georgetown University and a JD degree from Southern Methodist
University School of Law.
(2) Information Regarding Supervising Trustees
Pursuant to the Liquidating Trust Agreement, the Board of Trustees consists
of the Liquidating Trustee and one Supervising Trustee, Robert Farone.
Robert Farone, age 60, has experience as a corporate executive officer. He
currently is the Vice President/General Manager of Samsonsite Stores. He was
President of Bag'n Baggage, Ltd., an 80-store retailer of luggage and leather
goods operating in eight states under the trade names Bag'n Baggage, Biagio,
Houston Trunk Factory, Malm and Roberto's, from June 1985 until 2001. Mr.
Farone also served as a director of Caribbean Marine, Inc. from June 1985
until 2001, and has been on the board of directors of Tutogen since April
1999. He is also a beneficiary of the Trust.
Item 11. Executive Compensation
Pursuant to the Liquidating Trust Agreement, the Trustee was compensated on
the same terms as the compensation received by the Trustee pursuant to the
Liquidation Trustee's Agreement that governed the liquidation of the
Partnership. As of October 1, 1998, the Trustee was entitled to be
compensated at an amount of $6,000 per month for a total of $18,000 for his
services through December 31, 1998 and $72,000 annually for his services in
1999, 2000, 2001 and 2002. Beginning in 2003, in connection with the one-
year extension of the term of the Trust, the Trustee agreed to defer his
compensation and will be paid only if the value of Tutogen stock
increased by 50% or more above the closing price of $2.65 at the end of that
extension or from the sale of Tutogen common stock during that one-year
extension. In that case, the Trustee will receive his regular
compensation of $6,000 per month for the deferral period. The Trustee also
is entitled to full reimbursement of all reasonable expenses relative to his
service on behalf of the Trust; and he may be entitled to additional
compensation for his services subject to the improvement in the value of the
assets of the Trust during his tenure as Liquidating Trustee from October 1,
1998, to the end of the Trust in 2001. Mr. Pauken is Chairman of the Board
of Tutogen and, in that capacity, he is compensated by Tutogen along with
other directors through the payment of director's fees and the grant of stock
options.
When the Trustee most recently extended the term of the Trust to expire in
November 2004, he also announced that it is no longer feasible for him to
continue deferring monthly fees for serving as Trustee, and his compensation
in the period from the new extension beginning in November 2003 until the
Trust is terminated in 2004 has been restored to $6,000 per month.
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of December 31, 2003, Thomas W. Pauken, Trustee, did not directly own any
Interests in the Trust. Henderson-Willis, Ltd. has ownership of 12.125 units
of beneficial Interest in the Trust. Mr. Pauken is a limited partner of
Henderson-Willis, Ltd. The following table sets forth information concerning
the number of Interests of the Trust beneficially owned as of December 31,
2003 by (i) the persons who, to the knowledge of the Trustee, beneficially
owned more than 5% of the outstanding Interests and (ii) the Supervising
Trustee:
Name and Address of Trust Interests Percent of Total Trust
Beneficial Owner Beneficially Owned Interests Outstanding
_____________________________________________________________________________
HEB Investment and 1,081.5745 5.4%
Retirement Plan Trust
P.O. Box 839999
San Antonio, Texas 78283
Thomas W. Pauken 12.125 *
Liquidation Trustee
5646 Milton St., Ste. 900
Dallas, Texas 75206
Robert C. Farone 14 *
11067 Petal St.
Dallas, TX 75238
_______
*All directors and executive 26.125 *
officers as a group (2 persons).
_______
* Less than 1%. To the Trustee's knowledge, no other person beneficially
owned 5% or more of the outstanding Interests.
Item 13. Certain Relationships and Related Transactions
On December 19, 2002, the Trust entered into a Loan Agreement with Garvon,
Inc. Profit Sharing Plan ("Garvon"). Garvon is the holder of 9 Trust
Interests. Garvon agreed to lend the Trust $100,000 payable to the Trust in
two installments of $50,000. The interest rate was 10%, with accrued
interest payable on a quarterly basis. The loan was due on December 19,
2003. The first installment to the Trust was funded on December 19, 2002. The
Loan was secured by 250,000 shares of common stock of Tutogen. The proceeds
of the loan were used to provide additional working capital for the Trust.
On December 31, 2002, the principal and interest owed was $50,178. On May 9,
2003, the second installment was funded in the amount of $50,000. On July
14, 2003, the Trust repaid Garvon principal of $100,000 and accrued interest
of $3,705.
On July 10, 2003, the Trust entered into a Loan Agreement with the James E.
Brandon Family Trust ("Brandon"). Brandon does not own any Trust Interests.
Brandon agreed to lend the Trust $150,000 with an interest rate of 8%, with
accrued interest payable on a monthly basis. The loan was due on December
31, 2003, and was secured by 150,000 shares of common stock of Tutogen. The
proceeds of the loan were used to provide additional working capital for the
Trust. On December 19, 2003, the note was repaid in full. Interest paid on
this note totaled $5,227.
Item 14. Principal Accountant Fees and Services.
Fees paid to Whitley Penn.
The following table sets forth the amount of audit fees, audit-related fees,
tax fees and all other fees billed by Whitley Penn for the year ended
December 31, 2003.
2003
-----------
Audit Services (1) $ 21,500
Audit-related services -0-
Tax and all other services -0-
_________
Total Fees $ 21,500
=========
_________
Whitley Penn did not render professional services relating to the financial
information systems design and implementation for the years ended December
31, 2003.
(1) Audit services consist of the annual audits of our financial statements
included in Form 10-K, quarterly reviews of our financial statements included
in Form 10-Q, as well as services related to filings made with the Securities
and Exchange Commission and accounting advisory services related to financial
accounting matters.
PART IV
Item 15. Exhibits, Financial Statements, Schedules, and Reports on Form 8-K
Documents filed as part of this Form 10-K
Financial Statements:
The financial statements filed as part of this report are listed in "Index to
Financial Statements" on page F-1 hereof.
Financial Statement Schedules:
Not applicable.
Reports on Form 8-K:
None.
Exhibits:
INDEX OF EXHIBITS
Exhibit Number Description
3.1 Renaissance Capital Partners II, Ltd. Amended and Restated
Agreement and Articles of Limited Partnership dated as of
September 30, 1991 (incorporated by reference to Partnership's
Form N-2 as filed with the Securities and Exchange Commission on
October 21, 1991 (Registration No. 33-38593)).
3.2 Liquidating Trust Agreement - Capital Partners II, Ltd. Liquidating
Trust Agreement as of November 17, 2000, as amended and restated
(incorporated by reference to Exhibit 3.1 to Registrant's Form 8-K
filed with the Securities and Exchange Commission on November 21,
2000).
3.3 Declaration of Amendment to Capital Partners II, Ltd. Liquidating
Trust Agreement (incorporated by reference to Exhibit 99.4 to the
Schedule 13D/A (Amendment No. 3) filed by the Trust on November 15,
2002).
3.4 Declaration of Amendment to Capital Partners II, Ltd. Liquidating
Trust Agreement effective as of November 4, 2003.
10.1 Liquidation Trustee Agreement - Agreement for Engaging the Services
of Thomas W. Pauken as Liquidation Trustee of Renaissance Capital
Partners II, Ltd. (incorporated by reference to Exhibit 6.1 to
Partnership's Form 10-Q for quarterly period ended September 30,
1998).
10.2 Agreement dated November 17, 2000, among Centerpulse USA Holding
Co., formerly Sulzer Medica USA Holding Co. and Liquidating Trustee
(incorporated by reference to Exhibit (d)(1) to the Schedule TO
filed by Centerpulse USA Holding Co. with respect to the Trust on
November 28, 2000).
10.3 Loan Agreement dated December 20, 2000, among Centerpulse USA Holding
Co., formerly Sulzer Medica USA Holding Co. and Capital Partners II,
Ltd. Liquidating Trust with respect to Tutogen Medical, Inc.
(incorporated by reference to Exhibit 99.3 to the Schedule 13D/A
(Amendment No. 2) filed by Centerpulse USA Holding Co. on January 5,
2001).
10.4 Pledge Agreement dated December 20, 2000, among Centerpulse USA
Holding Co., formerly Sulzer Medica USA Holding Co. and Capital
Partners II, Ltd. Liquidating Trust with respect to Tutogen Medical,
Inc. (incorporated by reference to Exhibit 99.4 to theSchedule 13D/A
(Amendment No. 2) filed by Centerpulse USA Holding Co. on January 5,
2001).
10.5 Loan Agreement dated December 19, 2002, among Garvon, Inc. Profit
Sharing Plan and Capital Partners II, Ltd. Liquidating Trust.
(incorporated by reference to Exhibit 10.5 to Trust's Form 10-K for
period ending December 31, 2002).
10.6 Loan Agreement dated July 10, 2003, among the James E. Brandon Family
Trust and Capital Partners II, Ltd. Liquidating Trust.
31.1 Certification of CEO and CFO pursuant to Rule 13a-14(a)/15(d)-14(a).
32.1 Certification of CEO and CFO pursuant to Section 1350.
Signatures
Pursuant to the requirements of Section 13 of 15(d) of the Securities
Exchange Act of 1934, the Registrant had duly caused this report to be signed
on its behalf by the undersigned, there unto duly authorized.
Date: April 13, 2004
CAPITAL PARTNERS II, LTD. LIQUIDATING TRUST
(Registrant)
By: ___/s/_____________________
Thomas W. Pauken
Liquidating Trustee
EXHIBIT 3.4
DECLARATION OF AMENDMENT
TO
CAPITAL PARTNERS II, LTD.
LIQUIDATING TRUST AGREEMENT
THIS DECLARATION OF AMENDMENT TO CAPITAL PARTNERS II, LTD. LIQUIDATING
TRUST AGREEMENT ("Amendment") is entered into as of this 25th day of March,
2004, by THOMAS W. PAUKEN, as Liquidating Trustee of the Capital Partners II,
Ltd. Liquidating Trust, but is effective as of the 4th day of November, 2003.
RECITALS:
A. Capital Partners II, Ltd. Liquidating Trust ("Liquidating Trust") was
created on or about November 17, 2000, in accordance with the Capital
Partners II, Ltd. Liquidating Trust Agreement ("Trust Agreement") entered
into as of that date by and among Thomas W. Pauken, as Liquidating Trustee of
Renaissance Capital Partners II, Ltd., a Texas limited partnership, Thomas W.
Pauken, as Liquidating Trustee of the Liquidating Trust ("Liquidating
Trustee"), and Ken Reimer and Robert Farone as Supervising Trustees.
B. Paragraph 4.1 of the Trust Agreement, as previously amended, states that
the Liquidating Trust shall remain in existence and continue in full force
and effect until certain events have occurred and sets a three-year term for
the Liquidating Trust by stating that "[i]f the foregoing events have not
occurred by two years after formation of the Liquidation Trust, then three
years after the formation of the Liquidation Trust shall be fixed as the
termination date of the Liquidating Trust."
C. Paragraph 13.1 of the Trust Agreement states that the Liquidating Trustee
"may make and execute such declarations amending this Agreement for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or amendments hereto; provided,
however, that no such amendment shall permit the Liquidating Trustee to
engage in any activity prohibited by paragraph 7.1 hereof or to affect the
Beneficiaries' rights to receive their share of any distributions under this
Agreement."
D. The events set forth in Paragraph 2.1 of the Trust Agreement have not
been completed and, as a result, the Liquidating Trustee desires to extend
the term of the Liquidating Trust for an additional year in order to provide
additional time to realize value for the Beneficiaries from the principal
asset of the Liquidating Trust, to delay the deadline for distributions
pursuant to Paragraph 6.1 of the Trust Agreement, and to provide for
compensation of the Liquidating Trustee for continuing to work toward
completion of the events listed in Paragraph 2.1 of the Trust Agreement.
E. All capitalized terms used but not defined in this Amendment shall have
the meanings set forth in the Trust Agreement.
NOW, THEREFORE, in accordance with Paragraph 13.1 of the Trust
Agreement, the Liquidating Trustee makes the following declarations of
amendment to the Trust Agreement:
1. The last sentence of Paragraph 4.1 of the Trust Agreement shall be,
and hereby is, amended to read in its entirety as follows:
"If the foregoing events have not occurred by three years after
formation of the Liquidating Trust, then four years after the
formation of the Liquidating Trust shall be fixed as the termination
date of the Liquidating Trust."
2. Paragraph 10.2 of the Trust Agreement shall be, and hereby is, amended
to read in its entirety as follows:
"Compensation of Liquidating Trustee Following Four-Year Duration of
Trust. The compensation of the Liquidating Trustee shall cease as
of December 31, 2004, except that Liquidating Trustee may accept a
fee based upon the contingent outcome of any pending litigation at
that time."
In accordance with Paragraph 13.2 of the Trust Agreement, upon
execution of this Amendment by the undersigned Liquidating Trustee, the
Trust Agreement shall be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations,
duties and immunities of the Liquidating Trustee and the Beneficiaries under
the Trust Agreement shall thereafter be determined, exercised and enforced
hereunder subject in all respects to the modification and amendment set forth
in this Amendment.
This Amendment shall be governed and construed in accordance with the
laws of the State of Texas, without giving effect to the principles of
conflicts of law.
IN WITNESS WHEREOF, the Liquidating Trustee has caused this Amendment
to be signed and acknowledged as of the day set forth in the opening
paragraph hereof.
LIQUIDATING TRUSTEE
/s/ Thomas W. Pauken
____________________________
Thomas W. Pauken, Liquidating Trustee
ACKNOWLEDGMENT
STATE OF TEXAS
COUNTY OF DALLAS
Subscribed to and sworn before me on this 25th day of March, 2004
by Thomas W. Pauken, as Liquidating Trustee of the CAPITAL PARTNERS II, LTD.,
LIQUIDATING TRUST.
By: /s/ Mary E. Williams
Name: Mary E. Williams
Title: Notary Public, State of Texas
EXHIBIT 10.6
PROMISSORY NOTE WITH COLLATERAL AGREEMENT
$150,000 July 10, 2003
FOR VALUE RECEIVED, the undersigned, THOMAS W. PAUKEN, Trustee for the
CAPITAL PARTNERS II, LTD. LIQUIDATING TRUST, hereby promises and agrees to
pay to the order of the JAMES E. BRANDON FAMILY TRUST, at
__________________________________, _____________ County, Texas, or such
other place as the holder hereof may at any time or from time to time
designate in writing, the principal sum of ONE HUNDRED FIFTY THOUSAND and
NO/100 DOLLARS ($150,000) with interest on the unpaid balance of said
principal sum from the date hereof to maturity at the rate of Eight percent
(8%) per annum.
This note is payable as follows: Interest shall be due and payable
monthly as it accrues, with the first installment due and payable on August
1, 2003, and an additional installment of interest due and payable on the 1st
day of September, October, November, and December 2003. The entire amount
hereof, principal and interest then remaining unpaid, shall be then due and
payable on December 31, 2003. Any past due amounts shall bear interest at
the rate of Fifteen percent (15%) per annum. Notwithstanding the foregoing
term and installments of interest, the Holder has the option to declare the
Note due and payable in full at any time after December 31, 2003, by giving
the Maker thirty (30) days prior written notice.
The undersigned reserves the right to prepay part or all of the
principal of this Note prior to maturity, with interest to date of
prepayment, without penalty. Any and all amounts prepaid shall be applied
first to unpaid accrued interest to the date of such prepayment and then to
the reduction of principal of this Note in the inverse order of maturity.
For the purposes of securing the Holder in payment of this Note, when
due, the undersigned hereby pledges, transfers, and delivers to said Holder
the following property:
ONE HUNDRED FIFTY (150,000) shares of common stock of Tutogen Medical, Inc.
in the name of Capital Partners II, Ltd. Liquidating Trust, Thomas W. Pauken,
Trustee.
The undersigned further agrees with said Holder as follows:
(1) That this pledge shall be in no way affected by any indulgence,
extension, change in the form, evidence, maturity, rate or interest or
otherwise of any of the debts or obligations secured under this instrument,
not by want of presentment, notice, protest, suit or indulgence upon any of
such obligations secured under by this instrument.
(2) That, upon failure of the undersigned to keep and perform any
agreement herein contained or in case of the involvency of the undersigned,
said Holder may, at Holder's option, at once mature all debts and liabilities
hereby secured.
(3) That, upon failure to keep and perform any agreement herein contained,
said Holder is authorized and empowered, without either demand,
advertisement, or notice of any kind, to sell at public or private sale, the
whole or any part of the securities held by said Holder in pledger hereunder,
and transfer and deliver same to the purchaser or purchasers thereof, an
receive the proceeds of sale. Said Holder to have the same right to purchase
at said sale as a stranger. Sale of part of securities held in pledge
hereunder shall not exhaust the power of sale, but sales may be made from
time to time until all securities are sold, or debts and liabilities hereby
secured paid in full. Said Holder shall receive the proceeds of such sale or
sales, which shall be paid and credited on said debts and liabilities then
secured hereby, said Holder to have option of application thereof. Any
surplus after payment in full of said debts and liabilities shall be paid to
the undersigned.
Maker warrants that the Trust Agreement contains no provision which
would prohibit this Loan or which would restrict the Holder in any way in the
collection of the indebtedness evidenced by this Note.
This instrument and all rights and powers hereunder, together with the
securities held in pledge hereunder, may be transferred and assigned by
Holder at such time and upon such terms as Holder may deem advisable, and
such assignee shall succeed to all the rights and powers of Holder hereunder.
The Holder of the Note may extend time of payment, either before or
after maturity, accept partial payment, accept security, exchange, or release
security, or accept additional security, without hereby changing or releasing
the liability of the undersigned or any other parties now or hereafter liable
hereon, all of whom hereby waive presentment, diligence in collecting or
bringing suit against any party hereto.
Notwithstanding any provision of this Note, the total liability for
payment of interest shall not exceed the applicable limits of the statutes of
the State of Texas, and all such provisions of this Note shall be deemed to
be hereby modified accordingly. In the event this Note is placed in the
hands of an attorney for collection or suit is filed hereon or if proceedings
are had in bankruptcy, receivership, reorganization or other legal or
judicial proceedings for the collection hereof, the undersigned hereby agrees
to pay the reasonable and actual attorney's fees of the Holder.
EXECUTED this ____ day of July, 2003.
___/s/_________________
Thomas W. Pauken, Trustee
Capital Partners II, Ltd.
Liquidating Trust
EXHIBIT 31.1
Rule 13a-14(a)/15d-14(a) Certifications
I, Thomas W. Pauken, certify that:
1. I have reviewed this annual report on Form 10-K of Capital Partners II,
Ltd. Liquidating Trust;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
the registrant and I have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under my
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
me, particularly during the period in which this report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report my conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation;
and
c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing
the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Dated: April 13, 2004 ________________________
Thomas W. Pauken
Liquidating Trustee
EXHIBIT 32.1
Section 1350 Certifications
In connection with the accompanying report on Form 10-K for the period ending
December 31, 2003, and filed with the Securities and Exchange Commission on
the date hereof (the "Report"), I, Thomas W. Pauken, Liquidating Trustee of
Capital Partners II, Ltd. Liquidating Trust (the "Trust"), hereby certify
that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Trust.
Dated: April 13, 2004 ______/s/____________
Thomas W. Pauken
Liquidating Trustee
INDEX
CAPITAL PARTNERS II, LTD. LIQUIDATING TRUST
Independent Auditors' Report F-1.1 through F-1.2
Statements of Assets and Liabilities
December 31, 2003 and 2002 F-1.3
Statements of Investments
December 31, 2003 and 2002 F-1.4 through F-1.5
Statements of Operations
For the Years Ended December 31, 2003, 2002 and 2001 F-1.6
Statements of Changes in Net Assets
For the Years Ended December 31, 2003, 2002 and 2001 F-1.7
Statements of Cash Flows
For the Years Ended December 31, 2003, 2002 and 2001 F-1.8
Notes to Financial Statements
December 31, 2003, 2002 and 2001 F-1.9 through F-1.12
REPORT OF INDEPENDENT AUDITORS
To the Board of Trustees of
Capital Partners II, Ltd. Liquidating Trust
We have audited the accompanying statement of assets and liabilities and
investments of Capital Partners II, Ltd. Liquidating Trust as of December 31,
2003 and the related statements of operations, changes in net assets, and
cash flows for the year then ended. These financial statements are the
responsibility of the Trustee. Our responsibility is to express an opinion
on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in significant estimates made by management, as well as evaluating the
overall financial statement present presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Capital Partners II, Ltd.
Liquidating Trust as of December 31, 2003 and the results of its operations
and its cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.
Whitley Penn
Dallas, Texas
March 25, 2004
SMITH, GRAY, BOYER & DANIELL, PLLC
Independent Auditors' Report
The Board of Trustees
Capital Partners II, Ltd. Liquidating Trust
We have audited the accompanying statement of assets and liabilities of
Capital Partners II, Ltd. Liquidating Trust (a Texas Liquidating Trust), as
of December 31, 2002, including the statement of investments, as of December
31, 2002, and the related statements of operations, changes in net assets in
liquidation, and cash flows for the years ended December 31, 2002 and 2001.
These financial statements are the responsibility of the Trustees. Our
responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures include verification and
confirmation of investments owned as of December 31, 2002, by examination of
securities held in safekeeping for the Trust and correspondence with the
custodian. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Capital Partners II, Ltd.
Liquidating Trust as of December 31, 2002, and the results of its operations
and its cash flows for the years ended December 31, 2002 and 2001, in
conformity with accounting principles generally accepted in the United States
of America.
SMITH, GRAY, BOYER & DANIELL
A Professional Limited Liability Company
Dallas, Texas
January 22, 2003
CAPITAL PARTNERS II, LTD. LIQUIDATING TRUST
(Successor to Renaissance Capital Partners II, Ltd.)
Statements of Assets and Liabilities
December 31, 2003 and 2002
Assets 2003 2002
---------- ----------
Cash and cash equivalents $ 78,686 $ 51,201
Other current assets 3,038 -0-
Investments at fair value, cost
of $16,094,685 in 2003, and
$16,348,874 in 2002 16,348,417 12,124,401
_____________ _____________
Total Assets $ 16,430,141 $ 12,175,602
============= =============
Liabilities
Accounts payable and accrued expenses $ 174,904 $ 78,606
Note payable - Affiliate -0- 50,000
_____________ _____________
Total Liabilities 174,904 128,606
_____________ _____________
Net assets in liquidation 16,255,237 12,046,996
_____________ _____________
$ 16,430,141 $ 12,175,602
============= =============
Net assets in liquidation per unit of
beneficial interest $815 $601
==== ====
Number of units of beneficial interest
outstanding 19,947 20,054
====== ======
See accompanying notes to financial statements.
CAPITAL PARTNERS II, LTD. LIQUIDATING TRUST
(Successor to Renaissance Capital Partners II, Ltd.)
Statement of Investments
December 31, 2003
2003
______________________________________
Fair
Shares Cost Value
________ ___________ ___________
Eligible Portfolio Investments -
Common Stock (1)
Tutogen Medical, Inc. 3,624,926 $16,094,685 $16,348,417
GDI Global Data, Inc. 155,166 -0- -0-
___________ ___________
Total Investments (2) $16,094,685 $16,348,417
=========== ===========
(1) Valued at fair value as determined by the Trustee
(2) All portfolio securities held are non-income producing.
See accompanying notes to financial statements.
CAPITAL PARTNERS II, LTD. LIQUIDATING TRUST
(Successor to Renaissance Capital Partners II, Ltd.)
Statement of Investments
December 31, 2002
2002
______________________________________
Fair
Shares Cost Value
________ ___________ ___________
Eligible Portfolio Investments -
Common Stock (1)
Tutogen Medical, Inc. 3,674,061 $16,348,874 $12,124,401
GDI Global Data, Inc. 155,166 -0- -0-
___________ ___________
Total Investments (2) $16,348,874 $12,124,401
=========== ===========
(1) Valued at fair value as determined by the Trustee
(2) All portfolio securities held are non-income producing.
See accompanying notes to financial statements.
CAPITAL PARTNERS II, LTD. LIQUIDATING TRUST
(Successor to Renaissance Capital Partners II, Ltd.)
Statements of Operations
For the Years Ended December 31, 2003, 2002 and 2001
2003 2002 2001
__________________________________________
Income -
Interest income $ 485 $ 15 $ -0-
___________ ___________ ___________
485 15 -0-
___________ ___________ ___________
Investment expenses -
Interest expense 8,754 18,963 54,813
General and administrative 97,943 152,441 83,849
Trustee fees 72,000 72,000 72,000
___________ ___________ ___________
178,697 243,404 210,662
___________ ___________ ___________
Net operating loss (178,212) (243,389) (210,662)
Net realized gain on sale of
investments 29,572 -0- -0-
Net realized loss on distribution
of investments (28,544) (8,673,236) -0-
Net unrealized appreciation
(depreciation) on investments 4,442,041 6,801,823 (8,509,569)
___________ ___________ ___________
Net increase (decrease)
in net assets from operations $ 4,264,857 $ (2,114,802) $ (8,720,231)
=========== ============= ============
See accompanying notes to financial statements.
CAPITAL PARTNERS II, LTD. LIQUIDATING TRUST
(Successor to Renaissance Capital Partners II, Ltd.)
Statements of Changes in Net Assets
For the Years Ended December 31, 2003, 2002 and 2001
2003 2002 2001
__________ _________ __________
Change in net assets from
operations:
Net operating loss $ (178,212) $ (243,389) $ (210,662)
Change in net assets from net
realized gain on sale of
investments 29,572 -0- -0-
Change in net assets from net
realized loss on distribution of
investments (28,544) (8,673,236) -0-
Change in net unrealized
appreciation (depreciation)
on investments 4,442,041 6,801,823 (8,509,569)
__________ __________ __________
Net increase (decrease)
in net assets
from operations 4,264,857 (2,114,802) (8,720,231)
Change in net assets from
distribution of investments
to withdrawing beneficiaries (56,618) (10,154,033) -0-
Change in net assets from
contribution of capital
from Centerpulse -0- 512,738 -0-
Change in net assets from
transfer of cash assets
from Partnership -0- 454,043 361,740
__________ __________ __________
Net increase (decrease) in net
assets for the year 4,208,239 (11,302,054) (8,358,491)
Net assets in liquidation at
the beginning of the year 12,046,998 23,349,052 31,707,543
__________ __________ __________
Net assets in liquidation at
the end of the year $16,255,237 $12,046,998 $23,349,052
========== ========== ==========
See accompanying notes to financial statements.
CAPITAL PARTNERS II, LTD. LIQUIDATING TRUST
(Successor to Renaissance Capital Partners II, Ltd.)
Statements of Cash Flows
For the Years Ended December 31, 2003, 2002 and 2001
2003 2002 2001
__________ _________ __________
Cash flows from operating
activities:
Net increase (decrease) in net
assets from operations $ 4,264,857 $(2,114,802) $(8,720,231)
Adjustments to reconcile net
assets from operations to
net cash provided in (used in)
operating activities:
Net realized gain on sale of
investments (29,572) -0- -0-
Net realized loss on
distribution of investments 28,544 8,673,236 -0-
Net unrealized appreciation
(depreciation) on investments (4,442,041) (6,801,823) 8,509,569
Increase in other current
assets (3,039) -0- -0-
Proceeds from sale of
investments 162,438 -0- -0-
Increase in accounts payable
and accrued liabilities 96,298 70,906 18,563
__________ __________ _________
Net cash provided by (used
in) operating activities 77,485 (172,483) (192,099)
Cash flows from investing
activities: -0- -0- -0-
Cash flows from financing activities:
Proceeds from notes payable 200,000 50,000 -0-
Payments made on notes payable (250,000) (300,000) (150,000)
Transfer of cash assets from
Partnership -0- 454,043 361,740
__________ __________ _________
Net cash provided by (used
in) financing activities (50,000) 204,043 211,740
__________ __________ _________
Net increase in cash and
cash equivalents 27,485 31,560 19,641
Cash and cash equivalents at
the beginning of year 51,201 19,641 -0-
__________ __________ _________
Cash and cash equivalents at
end of the year $ 78,686 $ 51,201 $ 19,641
========== ========== ==========
Supplemental disclosure of
cash flow information:
Interest paid $ 8,932 $ 12,007 $ 50,728
========== ========== ==========
Supplemental disclosure of
noncash investing
transactions:
Contribution of capital
from Centerpulse $ -0- $ 512,738 $ -0-
========== ========== ==========
Distribution of
investments to
beneficiaries $ (56,618) $(10,154,033) $ -0-
========== ========== ==========
See accompanying notes to financial statements.
CAPITAL PARTNERS II, LTD. LIQUIDATING TRUST
(Successor to Renaissance Capital Partners II, Ltd.)
Notes to Financial Statements
December 31, 2003, 2002 and 2001
1. Organization and Purpose
Capital Partners II, Ltd. Liquidating Trust (the "Trust"), a liquidating
trust established under the laws of the State of Texas on November 17, 2000,
is the successor entity to Renaissance Capital Partners II, Ltd. (the
"Partnership"). Pursuant to the Liquidating Trust Agreement, the Trust will
terminate no later than November 17, 2004, as amended. The Partnership,
which was a Texas limited partnership formed in 1991, was a diversified,
closed-end management investment partnership and operated as a business
development company under the Investment Act of 1940. The Partnership's
investment objective was to achieve current income and capital appreciation
potential by investing primarily in private placement convertible debt
investments of small and medium-size companies which the Managing General
Partner believed offered the opportunity for growth. On October 1, 1998, the
Managing General Partner and the Independent General Partners agreed to
commence liquidation of the Partnership. The Managing General Partner
withdrew from the Partnership and the Partnership appointed an independent
general partner as Liquidation Trustee (the "Trustee"). The Trustee,
pursuant to a Liquidation Trustee Agreement, assumed all responsibilities and
has the authority of the Managing General Partner.
On November 17, 2000, the limited partners of the Partnership authorized the
Trustee to transfer the investment assets of the Partnership to the Trust.
Upon formation of the Trust and transfer of investment assets to the Trust,
holders of the 43,254 limited partnership units of the Partnership,
outstanding on November 17, 2000, were deemed to become holders of 43,254
Interests of beneficial interest in the Trust ("Interests"). The
Partnership was dissolved on December 31, 2002.
2. Significant Accounting Policies
(a) Basis of Accounting
The financial statements have been prepared using the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States of America.
(b) Cash and Cash Equivalents
The Trust considers all highly liquid investments with a maturity of three
months or less when purchased be to be cash equivalents. At December 31,
2003 and 2002, the Trust had no such investments included in cash and cash
equivalents.
(c) Investments
Portfolio investments are carried at fair value as determined quarterly by
the Trustee. The fair value of each publicly-held portfolio security is
adjusted to the closing public market price on the last day of the calendar
quarter. Most securities held by the Trust are thinly traded and their value
does not necessarily represent the amounts that may be realized from their
immediate sale or disposition.
The cost of investments and net realized gains or losses from investment
transactions are determined on the specific identification method.
(d) Federal Income Taxes
The Trust is a pass-through entity for federal income tax purposes and,
accordingly, is not subject to income tax. Instead, each beneficiary of the
Trust is required to take into account, in accordance with such beneficiary's
method of accounting, such beneficiary's pro- rata share of the Trust's
income, gains, losses, deductions or expenses, regardless of the amount or
timing of distributions to beneficiaries.
(e) Management Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from
these estimates.
(f) Fair Value of Financial Instruments
In accordance with the reporting requirements of SFAS No. 107, Disclosures
About Fair Value of Financial Instruments, the Trust calculates the fair
value of its assets and liabilities which qualify as financial instruments
under this statement and includes this additional information in the notes to
the financial statements when the fair value is different than the carrying
value of these financial instruments. The estimated fair value of accounts
payable and accrued liabilities approximate their carrying amounts due to the
relatively short maturity of these instruments. The carrying value of notes
payable also approximates fair value since these instruments bear market
rates of interest. None of these instruments are held for trading purposes.
3. Trust and Management Fees
In 1998, the Partnership entered into an agreement with the Trustee, whereby
the Trustee provided management services to the Partnership in connection
with its liquidation and has continued to provide such services to the Trust
during its liquidation. For services rendered under the agreement, the
Trustee receives $6,000 per month plus up to $4,000 per month for
reimbursement of administrative personnel. Effective January 1, 2003, the
Trustee deferred his compensation of $6,000 per month for 2003 and will be
paid only if the value of Tutogen Medical Inc. ("Tutogen") stock has
increased by 50% or more above the closing price of $2.65, based on the
market price when the Trust is terminated or the price realized by the Trust
from a sale of Tutogen common stock, if such sale occurs before the
termination of the Trust. As of December 31, 2003, the Trust has accrued
$72,000 for such deferred compensation.
The Trustee serves as Chairman of the Board of Directors of Tutogen, a
portfolio investment of the Trust, and the Trustee is beneficial owner of
218,040 shares of common stock of Tutogen Medical, Inc. with stock options to
purchase an additional 110,000 shares of common stock.
4. Notes Payable
(a) Note Payable with Garvon, Inc. Profit Sharing Plan
On December 19, 2002, the Trust entered into a Loan Agreement with Garvon,
Inc. Profit Sharing Plan ("Garvon"). Garvon is the holder of 9 Interests of
beneficial interest in the Trust. Garvon agreed to loan the Trust up to
$100,000 in two installments of $50,000 with collateral of 500,000 shares of
Tutogen common stock. The loan bore interest at the rate of 10%, payable
quarterly and was due on December 19, 2003. The proceeds of the loan were
used to provide working capital for the Trust. On May 9, 2003, the second
installment was funded in the amount of $50,000. On July 14, 2003, the Trust
repaid Garvon principal of $100,000, and accrued interest through July 14,
2003.
(b) Note Payable with the James E. Brandon Family Trust
On July 10, 2003, the Trust entered into a Loan Agreement with the James E.
Brandon Family Trust ("Brandon"). Brandon does not own any Trust Interests.
Brandon agreed to loan the Trust $150,000 with an interest rate of 8%, with
accrued interest payable on a monthly basis. The loan was due on December
31, 2003, and was secured by 150,000 shares of Tutogen common stock. The
proceeds of the loan were used to provide additional working capital for the
Trust. On December 19, 2003, the loan and accrued interest was repaid in
full.
5. Distributions to Beneficiaries
The Trustee amended the Trust to extend the term of the Trust to November 17,
2004. The Beneficiaries were given the option to withdraw from the Trust and
receive shares of common stock of Tutogen in proportion to their interest in
the Trust. 120 Beneficiaries elected to withdraw.
The Trust distributed 4,230,847 shares of common stock of Tutogen to
withdrawing beneficiaries at a price of $2.40 per share, aggregating
$10,154,033. The valuation of the distribution resulted in a net realized
loss of $8,673,236.
During the first half of 2003, certain beneficiaries withdrew from the Trust
and received Tutogen stock. The Trust distributed 9,381 shares at a price of
$2.50 per share, and 9,754 shares at a price of $3.40 per share, aggregating
$56,618. The valuation of the distribution resulted in a net realized loss
of $28,544.
The remaining beneficiaries at December 31, 2003, hold 19,947 Interests of
the Trust.
6. Renaissance Capital Partners II, Ltd.
The Partnership transferred to the Trust cash assets of $454,043 and $361,740
in 2002 and 2001, respectively.
The Partnership operating activities had been limited to pursuing claims in
litigation against parties involved in former portfolio investment positions.
During 2001, the Partnership received settlement proceeds in the amount of
$414,527, plus reimbursement of legal fees in the amount of $44,125 in
connection with a lawsuit filed on behalf of the Partnership.
The Partnership was dissolved on December 31, 2002.
A condensed summary of financial information of the Partnership as of
December 31, 2002 and 2001, and for the years ended December 31, 2002 and
2001, is as follows:
Condensed Statement of Operations
2002 2001
______ ______
Income $ 7,356 $426,585
Expenses 5,765 37,961
_________ ________
Net income $ 1,591 $388,624
========= ========
Condensed Statement of Assets and Liabilities
December 31,
2002
------------
Assets $ -0-
________
Liabilities and Partners' equity $ -0-
========
7. Risk Concentration
The majority of the Trust's assets are invested in common shares of Tutogen.
The Trust bears the risk of loss if the market value of Tutogen were to
decline.
8. Subsequent Events
Subsequent to year-end, the Trust borrowed $150,000, at a rate of 8%, due
December 31, 2004 and collateralized by 150,000 shares of Tutogen common
stock, in order to provide working capital for the Trust.
In January 2004, the Trust gave the option to beneficiaries to elect out of
the Trust and receive their proportionate interests in the Trust's shares of
common stock of Tutogen. 336 beneficiaries elected to receive their shares
of Tutogen prior to the February 26, 2004 deadline, totaling 649,787 shares
of Tutogen stock.