-----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, ChV2rvgrwRtFWkaEVzQ7kaKQkNdRsYjtSo7j7DEmqkU+MN4q5yN8h6fgZfyqcqcl m/OLTFpmbDRfuDeBll/JAg== 0000950116-98-002322.txt : 19981201 0000950116-98-002322.hdr.sgml : 19981201 ACCESSION NUMBER: 0000950116-98-002322 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981130 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PREMIER RESEARCH WORLDWIDE LTD CENTRAL INDEX KEY: 0001026650 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 223264604 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-53083 FILM NUMBER: 98761110 BUSINESS ADDRESS: STREET 1: 124 SOUTH 15TH ST CITY: PHILADELPHIA STATE: PA ZIP: 19172 BUSINESS PHONE: 2159720420 MAIL ADDRESS: STREET 1: 124 SOUTH 15TH STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UM INVESTMENT CORP CENTRAL INDEX KEY: 0001019789 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 510266463 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 103 SPRINGER BLDG CONCORD PLAZA STREET 2: 3411 SILVERSIDE RD CITY: WILMINGTON STATE: DE ZIP: 19810 BUSINESS PHONE: 6093542200 MAIL ADDRESS: STREET 1: 103 SPRINGER BLDG CONCORD PLAZA STREET 2: 3411 SILVERSIDE RD CITY: WILMINGTON STATE: DE ZIP: 19810 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* PREMIER RESEARCH WORLDWIDE, LTD. (Name of Issuer) Common Stock (Title of Class of Securities) 740568 10 0 (CUSIP Number) James H. Carll, Esq. Archer & Greiner, One Centennial Square, Haddonfield, NJ 08033 (609-795-2121) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 18, 1998 (Date of Event which Requires Filing of this Statement) If the 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-l(b)(3) or (4), check the following box[ ]. Check the following box if a fee is being paid with this statement [ ]. 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). (Continued on the following pages) Page 1 of 11 Pages _______________________________________________________________________________ CUSIP No. 740568 10 0 13D _______________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS UM Holdings, Ltd. 22-1982496 ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS* 00 ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OR ORGANIZATION New Jersey _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 0 BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 0 PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 0 |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 0 _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.00% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* HC and CO ______________________________________________________________________________ 2 _______________________________________________________________________________ CUSIP No. 740568 10 0 13D _______________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS UM Equity Corp. 22-3343565 ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS* 00 ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OR ORGANIZATION New Jersey _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 2,815,450 BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 0 PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 2,815,450 |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 0 _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,815,450 ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.9% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ______________________________________________________________________________ 3 _______________________________________________________________________________ CUSIP No. 740568 10 0 13D _______________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS UM Investment Corporation 51-0266463 ______________________________________________________________________________ 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 PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OR ORGANIZATION Delaware _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 210,000 BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 0 PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 210,000 |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 0 _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 210,000 ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ______________________________________________________________________________ 4 The persons filing this Schedule 13-D have directly or indirectly owned in excess of 5% of the Common Stock of Premier Research Worldwide, Ltd. since prior to the registration of such stock under the Securities Exchange Act of 1934, as amended, and accordingly have been exempted from the filing of statements on Schedule 13-D pursuant to Section 13(d)(6)(B) under such Act. Purchases of the Common Stock in excess of 2% of the outstanding shares of such class have now necessitated the filing of this Schedule 13-D. Item I - Security and Issuer. This Statement relates to the common stock, $.01 par value ("Common Stock"), of Premier Research Worldwide, Ltd. ("PRWW"). The principal executive offices of PRWW are located at 124 S. 15th Street, Philadelphia, Pennsylvania 19102-3010. Item 2 - Identity and Background. This Statement is filed jointly by UM Holdings, Ltd., a New Jersey corporation ("UM"), UM Equity Corp., a Delaware corporation ("UME"), and UM Investment Corporation, a Delaware corporation ("UMI"). The principal business of UME, which is a wholly-owned subsidiary of UM, is maintaining and managing investments. Its principal business and office address is 103 Springer Boulevard, 3411 Silverside Road, Wilmington, Delaware 19810. The principal business of UMI, which is a wholly-owned subsidiary of UM, is maintaining and managing investments. Its principal place of business and office address is 103 Springer Boulevard, 3411 Silverside Road, Wilmington, Delaware 19810. UM is a holding company. Companies which it owns or in which it has a substantial equity interest, in addition to PRWW, provide management services to providers of executive physicals and related services, manufacture and sell exercise equipment, operate a commercial 5 airline, develop, sell and distribute proprietary concrete products and provide specialized staffing services. Its principal business and office address is 56 Haddon Avenue, Haddonfield, New Jersey O8033. John Aglialoro and Joan Carter, who are married, own substantially all of the outstanding capital stock of UM and accordingly are controlling persons of UM. Schedule I hereto sets forth the following information with respect to such shareholders and each director and executive officer of UM, UME and UMI (each of whom is a citizen of the United States): (a) name; (b) business address; (c) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. During the past five years neither UMI, UM, UME nor, to the best of their respective knowledge, any person named in Schedule I has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been party to a civil proceeding as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3 - Source and Amount of Funds or Other Consideration. Internal funds in the approximate amount of $949,750 were utilized to fund the purchases of Common Stock by UMI described in Schedule II hereto. 6 Item 4 - Purpose of Transactions. UM believes that the Common Stock of PRWW constitutes an attractive investment opportunity at current market prices, and the purpose of the acquisitions described in Schedule II hereto were to increase UM's investment interest. While UM does not have any specific level of desired stock ownership, it is UM's general intent to acquire from time to time additional shares of the Common Stock, if available at favorable prices. UM also intends to review its investment position from time to time. Depending upon such review, market and business conditions and other factors, UM may, rather than increase its position, choose to maintain the present level of investment or sell all or a portion of its shares of the Common Stock. UM believes that prior to the acquisitions of the Common Stock described on Schedule II, it was the largest stockholder of PRWW. Due to such preexisting ownership interest, UM believes that it has had and continues to have a substantial ability to direct or materially influence management decisions of PRWW; the recent purchases of PRWW Common Stock may increase such ability. Item 5- Interest in Securities of the Issuer. As of the close of business on November 27, 1998, UME owns 2,815,450 shares of the Common Stock, representing 39.9% of the outstanding Common Stock (all percentages set forth herein being based upon the outstanding shares as indicated in PRWW's most recent available filing with the Securities and Exchange Commission). As of the close of business on November 27, 1998, UMI owns 210,000 shares of the Common Stock, representing 3.0% of the outstanding Common Stock. UME and UMI each possesses the sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares of Common Stock owned by it. 7 Neither UM, UME nor UMI nor, to the best of their respective knowledge, any of the persons listed on Schedule I hereto, beneficially owns any shares of Common Stock, except (i) as listed above, and (ii) options to acquire 44,020 shares held by Mr. Hicks. Schedule II hereto sets forth certain information with respect to all transactions in the Common Stock effectuated by UMI during the sixty day period ending November 27, 1998, all of which were market transactions by brokers effectuated on its behalf. No transactions were effectuated during this period by UM or UME or, to their knowledge, the persons listed on Schedule I. Item 7 - Material to be Filed as Exhibits. Exhibit 1 - Joint Filing Agreement dated November 27, 1998. --------- - --------------------------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 27, 1998 /s/ John Aglialoro -------------------------------------- John Aglialoro, Chairman UM Holdings, Ltd., UM Equity Corp. and UM Investment Corporation 8 SCHEDULE I Shareholders, Directors and Executive Officers of UM, UME and UMI
Relationship to UM, UME Principal Name Business Address and UMI Occupation (1) - ---- ---------------- ------------- -------------- John Aglialoro UM Holdings, Ltd. Shareholder, Chairman 56 Haddon Avenue Director and of UM Haddonfield, NJ 08033 Executive Officer of UM; Director and Executive Officer of UME and UMI Joan Carter UM Holdings, Ltd. Shareholder, President of UM 56 Haddon Avenue Director and Haddonfield, NJ 08033 Executive Officer of UM; Director and Executive Officer of UME and UMI Arthur W. Hicks, Jr. UM Holdings, Ltd. Executive Officer Chief Financial 56 Haddon Avenue of UM; Executive Officer of UM Haddonfield, NJ 08033 Officer and Director of UME and UMI James H. Carll Archer & Greiner Director of UM, Member of the One Centennial Square UME and UMI Law Firm of Haddonfield, NJ 08033 Archer & Greiner
(1) Address of employer is same as the individual's business address. 9 SCHEDULE II UM INVESTMENT CORP. PRIOR SIXTY DAY PURCHASE HISTORY # SHARES PRICE DATE PURCHASED PER SHARE ---- --------- --------- 11/12/98 50,000 $4.78 11/17/98 50,000 $4.655 11/18/98 100,000 $4.78 10 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock of Premier Research Worldwide, Ltd., and further agrees that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof the undersigned, being duly authorized, hereby execute this Agreement this 27th day of November, 1998. UM HOLDINGS, LTD. By: /s/ John Aglialoro ------------------------------- John Aglialoro, Chairman UM EQUITY CORPORATION By: /s/ John Aglialoro ------------------------------- John Aglialoro, Chairman UM INVESTMENT CORPORATION By: /s/ John Aglialoro ------------------------------- John Aglialoro, Chairman 11 -----END PRIVACY-ENHANCED MESSAGE-----