-----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, CGjbIO8+UxdC05nv3vpfwsCqOOI+NMon70bJB94h2dMbdHJDgNrLUWhvOzVKmfoq fkRXXpNX2UVJyRysgBetZw== 0001068800-98-000050.txt : 19981228 0001068800-98-000050.hdr.sgml : 19981228 ACCESSION NUMBER: 0001068800-98-000050 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981217 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIFIED FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0001033926 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 351797759 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22629 FILM NUMBER: 98774394 BUSINESS ADDRESS: STREET 1: 431 N PENNSYLVANIA ST. CITY: INDIANAPOLIS STATE: IN ZIP: 46204-1873 BUSINESS PHONE: 3146343301 MAIL ADDRESS: STREET 1: 431 N PENNSYLVANIA ST CITY: INDIANAPOLIS STATE: IN ZIP: 46204-1873 FORMER COMPANY: FORMER CONFORMED NAME: UNIFIED HOLDINGS INC DATE OF NAME CHANGE: 19970218 8-K 1 UNIFIED FINANCIAL SERVICES, INC. 8-K ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 17, 1998 UNIFIED FINANCIAL SERVICES, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-22629 35-1797759 (State or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification organization) Number) 431 NORTH PENNSYLVANIA STREET INDIANAPOLIS, INDIANA 46204-1873 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (317) 634-3301 ============================================================================== ITEM 2. ACQUISITION OF ASSETS Effective as of December 17, 1998, and pursuant to the terms of that certain Agreement and Plan of Merger, dated as of October 16, 1998, by and among Unified Financial Services, Inc. ("Unified"), Equity Acquisition Corporation ("EAC"), a wholly owned subsidiary of Unified, Equity Underwriting Group, Inc. ("Equity"), John R. Owens and D. Richard Meyer, as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of December 14, 1998 (collectively, the "Equity Merger Agreement"), Unified acquired Equity through the merger of EAC with and into Equity (the "Equity Merger"). In connection with such transaction, Unified issued 241,745 shares of common stock, $0.01 par value, of Unified ("Unified Common Stock") in exchange for all of the outstanding shares of common stock, no par value, of Equity. The purchase price paid in connection with the Equity Merger was determined through arm's-length negotiations among the parties to the Equity Merger Agreement. Upon the closing of the Equity Merger, John R. Owens was appointed a Class II director of the Board of Directors of Unified to serve until the 1999 Annual Meeting of Stockholders, until his successor shall have been duly elected and qualified, or until his death or earlier resignation or removal from office. At this time, it is expected that the Board of Directors of Unified will nominate Mr. Owens for re-election as a Class II director at the 1999 Annual Meeting of Stockholders. Effective as of December 17, 1998, and pursuant to the terms of that certain Agreement and Plan of Merger, dated as of October 16, 1998, by and among Unified, CPFC Acquisition Corporation ("CAC"), a wholly owned subsidiary of Unified, Commonwealth Premium Finance Corporation ("CPFC"), John R. Owens and D. Richard Meyer, Unified acquired CPFC through the merger of CAC with and into CPFC (the "CPFC Merger"). In connection with such transaction, Unified issued 12,800 shares of Unified Common Stock in exchange for all of the outstanding shares of common stock, no par value, of CPFC. The purchase price paid in connection with the CPFC Merger was determined through arm's-length negotiations among the parties to the CPFC Merger Agreement. Equity, which is headquartered in Lexington, Kentucky, is a holding company for Equity Insurance Managers, Inc., Equity Insurance Managers of Illinois, LLC, 21st Century Claims Service, Inc., Equity Insurance Administrators, Inc. and Z-Net Communications, Inc. which provides through its subsidiaries specialty insurance products as a general agent or as a broker and currently provides service in the States of Kentucky, Tennessee, West Virginia, Ohio, Indiana and Illinois. Equity writes insurance products for the insureds primarily in niche areas in the insurance marketplace that are considered more "non-standard," representing a higher risk of insured. Equity provides Unified with a base from which to consolidate managing general agencies ("MGAs") in the property and casualty insurance industry and creates an opportunity to utilize the managing general agents, already part of the MGA's existing and profitable income statement, as a nationwide "no-load" distribution network for Unified's products and services. Equity also provides the base from which a life insurance subsidiary will be formed or acquired to further advance Unified's vertical integration strategy. CPFC, which is headquartered in Lexington, Kentucky, provides financing for the payment of premiums on insurance coverages placed by Equity and will work closely with Equity to accomplish Unified's consolidation, distribution and service strategy in the property and casualty insurance industry. - 2 - ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired. ----------------------------------------- Pursuant to Item 7(a)(4) of Form 8-K, Unified will file the required financial statements with respect to Equity by an amendment to this Current Report on Form 8-K as soon as is practicable, but not later than 60 days after the date that this report is required to be filed. (b) Pro Forma Financial Information. ------------------------------- Pursuant to Item 7(b)(2) of Form 8-K, Unified will file the required pro forma financial information with respect to the acquisition of Equity by an amendment to this Current Report on Form 8-K as soon as is practicable, but not later than 60 days after the date that this report is required to be filed. (c) Exhibits. See Exhibit Index. -------- - 3 - SIGNATURES 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. UNIFIED FINANCIAL SERVICES, INC. Dated: December 23, 1998 By: /s/Timothy L. Ashburn ---------------------------------- Timothy L. Ashburn Chairman, President and Chief Executive Officer - 4 - EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 2.1 Agreement and Plan of Merger, dated October 16, 1998, by and among Unified Financial Services, Inc., Equity Acquisition Corporation, Equity Underwriting Group, Inc., John R. Owens and D. Richard Meyer, filed as Exhibit 2.2 to the Unified Financial Services, Inc. Current Report on Form 8-K dated October 16, 1998, is incorporated herein by reference. 2.2 First Amendment to Agreement and Plan of Merger, dated December 14, 1998, by and among Unified Financial Services, Inc., Equity Acquisition Corporation, Equity Underwriting Group, Inc., John R. Owens and D. Richard Meyer. - 5 - EX-2.2 2 AMENDMENT TO AGREEMENT AND PLAN OF MERGER Exhibit 2.2 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER ---------------------------- This Amendment to the Agreement and Plan of Merger (the "Amendment") is made and entered into this 14th day of December 1998 by and among Unified Financial Services, Inc., a Delaware corporation ("Unified"), Equity Acquisition Corporation, a Kentucky corporation and wholly owned subsidiary of Unified ("Merger Sub" and, collectively with Unified, the "Buyers"), Equity Underwriting Group, Inc., a Kentucky corporation ("Seller"), and John R. Owens and D. Richard Meyer, shareholders of Seller ("Shareholders"). WITNESSETH: WHEREAS, Unified, Merger Sub, Seller and Shareholders entered into that certain Agreement and Plan of Merger dated October 16, 1998 (the "Agreement"); and WHEREAS, the respective Boards of Directors of Unified, Merger Sub and Seller as well as Shareholders have heretofore approved the merger of Merger Sub with and into Seller; and WHEREAS, each of Unified, Merger Sub, Seller and Shareholders believes that based upon events subsequent to October 16, 1998, certain provisions of the Agreement should be amended to change the following: (i) the Exchange Ratio; (ii) the representation and warranty pertaining to the capitalization of Seller; and (iii) the representation and warranty pertaining to the accuracy of information. NOW THEREFORE, in consideration of the premises and the agreements herein contained, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree that the Agreement is hereby amended in each of the following respects: (1) Section 1.7(b) is hereby amended in its entirety to read as follows: "1.7 Conversion of Securities. ------------------------- (b) Subject to Sections 1.9, 1.11 and 1.12 hereof, each share of common stock, no par value per share, of Target ("Target Common Stock") issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted into and become the right to receive 5291.3035 shares (the "Exchange Ratio") of common stock of Buyer, par value $0.01 per share, and the associated "Rights" under the "Rights Agreement," as those terms are defined in Section 3.2 hereof ("Buyer Common Stock"); provided, however, that any Target Common Stock held by Target, Buyer or any of their respective Subsidiaries (as defined in Rule 1-02 of Regulation S-X promulgated by the Securities and Exchange Commission (the "SEC')), in each case other than in a fiduciary capacity or as a result of debts previously contracted, shall be canceled and shall not be exchanged for shares of Buyer Common Stock. The Exchange Ratio was computed by dividing (i) the total number of shares of Target Common Stock that were issued and outstanding on the date of this Agreement into (ii) 241,745, the aggregate number of shares of Buyer Common Stock to be issued in the Merger." (2) Section 2.3(a) is hereby amended to read as follows: "2.3. Capitalization. --------------- (a) Target. The authorized capital stock of Target ------ consists of solely One Thousand (1,000) shares of Target Common Stock, of which 45.68723 shares are outstanding (the "Target Shares") and held of record beneficially by the shareholders identified on Schedule 2.3. All treasury ------------ shares of Target are identified on Schedule 2.3. Except as ------------ set forth on Schedule 2.3, each Shareholder owns, or record ------------ and beneficially, the Target Shares set forth on Schedule -------- 2.3 as owned by him, free and clear of all liens, claims, --- charges, options, encumbrances, agreements, mortgages, pledges, security interests or restrictions (each, a "Lien" and, collectively, the "Liens"). All of the Target Shares are duly authorized, validly issued, fully paid and nonassessable. With the exception of the Target Shares, there are no Equity Securities of Target which have been authorized or which are outstanding. There is no stock appreciation, phantom stock, profit participation, success fee or similar right (individually and collectively, "Appreciation Rights") with respect to Target, that has been authorized or which is outstanding. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of the capital stock of Target. Target is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire retire any shares of its capital stock." (3) Section 3.8 is hereby amended to read as follows: "3.8 Accuracy of Information. The statements contained in ----------------------- this Agreement, the Schedules and in any other written document executed and delivered by or on behalf of Buyer pursuant to the terms of this Agreement, including any certificate delivered in connection with the opinion described in Section 9.3, are true and correct in all material respects, and such statements and documents do not omit any material fact necessary to make the statements contained herein or therein not misleading." - 2 - Other than as amended hereby, the Agreement remains in full force and effect. This Amendment may be executed in several counterparts, each of which shall be deemed the original, but all of which together constitute one and the same instrument. [The remainder of this page was intentionally left blank] - 3 - IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. UNIFIED FINANCIAL SERVICES, INC. By: /s/ Timothy L. Ashburn ------------------------------------- Timothy L. Ashburn, Chairman, President and Chief Executive Officer EQUITY ACQUISITION CORPORATION By: /s/ Timothy L. Ashburn ------------------------------------- Timothy L. Ashburn, President EQUITY UNDERWRITING GROUP, INC. By: /s/ John R. Owens ------------------------------------- John R. Owens, President "SHAREHOLDERS" /s/ John R. Owens ------------------------------------------ John R. Owens /s/ D. Richard Meyer ------------------------------------------ D. Richard Meyer - 4 - -----END PRIVACY-ENHANCED MESSAGE-----