-----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, Pcj0hghW6RZTJyqznzf0e3ExvdAW6QLeV7k+VXQN1l8ztNRrhshgvx3kfKEbUGw1 s9xggEc9iCJXcQuVER46Mg== 0001068800-99-000034.txt : 19990212 0001068800-99-000034.hdr.sgml : 19990212 ACCESSION NUMBER: 0001068800-99-000034 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990211 SUBJECT COMPANY: 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: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-51987 FILM NUMBER: 99530535 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORBEN JACK R CENTRAL INDEX KEY: 0001061904 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 36 WEST 44TH ST STREET 2: STE 1310 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2128528852 MAIL ADDRESS: STREET 1: 36 WEST 44TH ST STREET 2: STE 1310 CITY: NEW YORK STATE: NY ZIP: 10036 SC 13G/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Unified Financial Services, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value - ------------------------------------------------------------------------------- (Title of Class of Securities) N/A -------------------- (CUSIP Number) December 31, 1998 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ X ] Rule 13d-1(c) [ ] Rule 13d-1(d) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. N/A Page 2 of 5 Pages ------- 1 NAMES OF REPORTING PERSONS/ S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Jack R. Orben 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER NUMBER OF 75,740 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY -0- EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 75,740 WITH 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 75,740 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES /X/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.3% 12 TYPE OF REPORTING PERSON IN [FN] - ------------ Includes (i) 57,240 shares of common stock, $0.01 par value ("Unified Common Stock"), of Unified Financial Services, Inc. ("Unified") that may be received upon the conversion of 424 shares of Series C 6.75% Cumulative Convertible Preferred Stock, $0.01 par value, of Unified, which shares of Series C 6.75% Cumulative Convertible Preferred Stock were purchased by the reporting person on May 8, 1998 and (ii) 500 shares of Unified Common Stock which the reporting person may acquire upon the exercise of an employee stock option granted to the reporting person on August 26, 1998. Excludes 15,703.3 shares of Unified Common Stock held by Associated Family Services, Inc. which the reporting person may be deemed to beneficially own. The reporting person disclaims beneficial ownership of the 15,703.3 shares, and this Schedule shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of sections 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose. Based upon 2,262,306 shares of Unified Common Stock issued and outstanding as of December 31, 1998. CUSIP No. N/A Page 3 of 5 Pages ------- ITEM 1. (a) Name of Issuer: Unified Financial Services, Inc. (b) Address of Issuer's Principal Executive Offices: 431 North Pennsylvania Street Indianapolis, Indiana 46204-1873 ITEM 2. (a) Name of Person Filing: Jack R. Orben (b) Address of Principal Business Offices or, if none, Residence: AFS Group, Inc. The Bar Association Building 36 West 44th Street, Suite 1310 New York, New York 10036 (c) Citizenship: United States (d) Title of Class of Securities: Common Stock, $0.01 par value (e) CUSIP Number: Not Applicable ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b) OR SECTION 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o) (b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c) (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c) (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 809-8) (e) [ ] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E) (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F) CUSIP No. N/A Page 4 of 5 Pages ------- (g) [ ] A parent holding company or control person, in accordance with Section 240.13d-1(b)(ii)(G) (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813) (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80-a-3) (j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J) ITEM 4. OWNERSHIP. (a) Amount Beneficially Owned: 75,740 (b) Percent of Class: 3.3% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 75,740 (ii) Shared power to vote or to direct the vote -0- (iii) Sole power to dispose or to direct the disposition of 75,740 (iv) Shared power to dispose or to direct the disposition of -0- ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. /X/ ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not Applicable. CUSIP No. N/A Page 5 of 5 Pages ------- ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not Applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not Applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not Applicable. ITEM 10. CERTIFICATIONS. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of charging or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose of effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth on this statement is true, complete and correct. 2/11/99 ------------------------------------ Date /s/ Jack R. Orben ------------------------------------ Signature Jack R. Orben ------------------------------------ Name/Title -----END PRIVACY-ENHANCED MESSAGE-----