-----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, Oi9qw7uUGfLmX+3pFEKP0C3B53OE/TnOfP2O6el3YZKviU39CUVbgTFKim4KowlU QBWvQqptI4/D4YdvRNW40A== 0000902595-99-000162.txt : 19990817 0000902595-99-000162.hdr.sgml : 19990817 ACCESSION NUMBER: 0000902595-99-000162 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990816 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIQUE MOBILITY INC CENTRAL INDEX KEY: 0000315449 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 840579156 STATE OF INCORPORATION: CO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-31855 FILM NUMBER: 99690187 BUSINESS ADDRESS: STREET 1: 425 CORPORATE CIRCLE CITY: GOLDEN STATE: CO ZIP: 80401 BUSINESS PHONE: 3032782002 MAIL ADDRESS: STREET 1: 425 CORPORATE CIRCLE CITY: GOLDEN STATE: CO ZIP: 80401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EV GLOBAL MOTORS CO CENTRAL INDEX KEY: 0001038240 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954626710 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10880 WILSHIRE BLVD STREET 2: SUITE 1400 CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 3104417061 MAIL ADDRESS: STREET 1: 10880 IWLSHIRE BLVD STREET 2: SUITE 1400 CITY: LOS ANGELES STATE: CA ZIP: 90024 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under The Securities Exchange Act of 1934 (Amendment No. 3 )* Unique Mobility, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 909154 10 6 (CUSIP Number) D. Stephen Antion, Esq. O'Melveny & Myers LLP 1999 Avenue of the Stars, Los Angeles, CA 90067, Telephone (310) 553-6700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 4, 1999 (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-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 f securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 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.) 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EV Global Motors Company 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION California NUMBER OF SHARES OF BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 453,464 shares.** 8 SHARED VOTING POWER None 9 SOLE DISPOSITIVE POWER 453,464 shares.** 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 453,464 shares.** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! ** All of such shares are held of record by EV Global Motors Company. LKL Family Limited Partnership, Lee Iacocca & Associates, Inc. and Lido A. Iacocca are each control persons of EV Global Motors Company. 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LKL Family Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A** 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES OF BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 453,464 shares.** 8 SHARED VOTING POWER None 9 SOLE DISPOSITIVE POWER 453,464 shares.** 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 453,464 shares.** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! ** All of such shares are held of record by EV Global Motors Company. LKL Family Limited Partnership, Lee Iacocca & Associates, Inc. and Lido A. Iacocca are each control persons of EV Global Motors Company. 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lee Iacocca & Associates, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A** 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Michigan NUMBER OF SHARES OF BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 453,464 shares.** 8 SHARED VOTING POWER None 9 SOLE DISPOSITIVE POWER 453,464 shares.** 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 453,464 shares.** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! ** All of such shares are held of record by EV Global Motors Company. LKL Family Limited Partnership, Lee Iacocca & Associates, Inc. and Lido A. Iacocca are each control persons of EV Global Motors Company. 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lido A. Iacocca 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A** 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES OF BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 460,767 shares.** 8 SHARED VOTING POWER None 9 SOLE DISPOSITIVE POWER 460,767 shares.** 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 460,767 shares.** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.8% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! ** 453,464 of such shares are held of record by EV Global Motors Company and 5,333 of such shares are subject to currently exercisable options held of record by Mr. Iacocca. LKL Family Limited Partnership, Lee Iacocca & Associates, Inc. and Lido A. Iacocca are each control persons of EV Global Motors Company. This Amendment No. 3 amends the information contained in the Statement on Schedule 13D filed by EV Global Motors Company, LKL Family Limited Partnership, Lee Iacocca & Associates, Inc. and Lido A. Iacocca on June 27, 1997, as amended by that certain Amendment No. 1 to Schedule 13D filed by such persons on February 26, 1998 and by that certain Amendment No. 2 to Schedule 13D filed by such persons on May 10, 1999, and is being filed on behalf of such persons pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Act"). ITEM 2. IDENTITY AND BACKGROUND Schedule A is amended by deleting it in its entirety and replacing it with Schedule A hereto. ITEM 4. PURPOSE OF TRANSACTION The information contained herein amends and supplements the information contained in Item 4 of Amendment No. 2 to this Schedule 13D. In August 1997, Lee Iacocca became a director of the Company and, in addition to being granted 2,000 shares of the Company's Common Stock, was granted options to purchase 16,000 shares of the Company's Common Stock pursuant to the Unique Mobility, Inc. Stock Option Plan for Non-Employee Directors (the "Director Plan"). Such options vest in three equal installments, the first of which vested in August 1998. Accordingly, 5,333 of such options are currently exercisable, and 5,333 additional options are exercisable within 60 days of the date hereof. In September 1998, Mr. Iacocca was granted an additional 16,000 options pursuant to the Director Plan. Such options vest in three equal installments, commencing on each anniversary of the grant date. Accordingly, 5,333 of such options are exercisable within 60 days of the date hereof. On August 4, 1999, EV Global disposed of 525,400 shares of the Company's Common Stock in a privately negotiated transaction to Terra Healthy Living Ltd. This transaction was undertaken to raise proceeds for EV Global's participation in a joint venture to engage in the environmentally sensitive development of Windermere Island in The Bahamas by Windermere Eco Development Limited, a Bahamian company ("WED"), as further described below. The Company is also participating in this joint venture. Terra Healthy Living Ltd. is a wholly owned subsidiary of Terra Trust Investment AG. Martin Brenner is President of Terra Trust Investment AG. Mr. Brenner is also the Chief Executive Officer of one of the Company's existing shareholders, Versicherungs Treuhand Zurich AG, the Swiss company that is the sponsor of the Windermere Island development. In December 1998, EV Global agreed to loan up to $4,725,000 to WED. The maximum amount of the loan has since been increased to $5,225,000, with EV Global having the right to convert the loan into approximately 50.4% of the total outstanding equity of WED. The Company has a 9.57% participation interest in the loan and, if the loan is converted, the right to convert its participation interest into the appropriate number of shares of WED. The sale of the 525,400 shares of the Company's Common Stock was in order for EV Global to raise funds to make the loan. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is amended by deleting it in its entirety and replacing it with the following: (a)-(b) As of August 4, 1999, the Reporting Persons and the other persons identified in Item 2 of this Schedule 13D beneficially owned the number and percentage of shares of the Company's common stock indicated below: Number Percentage of Name of Shares Outstanding Shares(1) EV Global Motors Company 453,464 2.7% LKL Family Limited Partnership 453,464(2) 2.7% Lee Iacocca & Associates, Inc. 453,464(2) 2.7% Lido A. Iacocca 460,767(3) 2.8%(4) - --------------- (1) Based upon 16,568,522 shares of the Company's common stock reported to be outstanding at June 14, 1999 in the Company's Quarterly Report on Form 10-Q for the quarterly period ended December 31, 1998. (2) These shares are owned by EV Global. EV Global has the sole power to vote and dispose of all of the shares owned by it. See Item 2. (3) 453,464 of these shares are owned by EV Global. EV Global has the sole power to vote and dispose of all of the shares owned by it. 2,000 of these shares are owned by Lido A. Iacocca and 5,333 of these shares are subject to currently exercisable options owned by Mr. Iacocca. Mr. Iacocca has the sole power to vote and dispose of all of the shares and options owned by him. See Item 2. (4) Based on 16,573,855 outstanding shares of the Company's Common Stock, which amount is equal to the number of shares of the Company's Common Stock reported to be outstanding at June 14, 1999 in the Company's Annual Report on Form 10-K for the year ended March 31, 1999 plus the 5,333 shares that would be issued upon Mr. Iacocca's exercise of his 5,333 currently exercisable options. (c) The last two paragraphs of Item 4 are incorporated herein by reference. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares set forth above. (e) On August 4, 1999, each of EV Global Motors Company, LKL Family Limited Partnership, Lee Iacocca & Associates and Lido A. Iacocca ceased to be the beneficial owner of more than five percent of the Company's Common Stock. See Item 4.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is amended by deleting paragraph (f) in its entirety and replacing it with paragraph (f) below: (f) Upon becoming a director of the Company in August 1997, Mr. Iacocca was issued 2,000 shares of the Company's common stock, and was granted options to purchase 16,000 shares of the Company's common stock pursuant to the Unique Mobility, Inc. Stock Option Plan for Non-Employee Directors (the "Director Plan"). Such options vest in three equal installments, the first of which vested in August 1998. Accordingly, 5,333 of such options are currently exercisable and 5,333 additional options will be exercisable within 60 days of the date hereof. Mr. Iacocca was also granted options to purchase 16,000 shares of the Company's common stock pursuant to the Director Plan on September 14, 1998. The options become exercisable in three equal annual installments commencing on each anniversary of the grant date. Accordingly, no options are currently exercisable, and 5,333 of such options will be exercisable within 60 days of the date hereof. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 is amended by adding the following Exhibit: Item 7.10 Agreement of Joint Filing by and among EV Global, LKL, LIA and Lido A. Iacocca dated August 13, 1999. SIGNATURES After reasonable inquiry and to the best of the undersigneds' knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: August 13, 1999 EV GLOBAL MOTORS COMPANY, a California corporation By: /s/ Lido A. Iacocca ------------------------------- Name: Lido A. Iacocca Title: Chief Executive Officer LKL FAMILY LIMITED PARTNERSHIP By: LEE IACOCCA & ASSOCIATES, INC. -------------------------------- Its General Partner By: /s/ Lido A. Iacocca ------------------------------- Name: Lido A. Iacocca Title: President LEE IACOCCA & ASSOCIATES, INC., a Michigan corporation By: /s/ Lido A. Iacocca -------------------------- Name: Lido A. Iacocca Title: President /s/ Lido A. Iacocca ------------------- Lido A. Iacocca Schedule A Directors and Executive Officers The name, present principal occupation and present business address of each executive officer and director of EV Global Motors Company and Lee Iacocca & Associates, Inc. are set forth below. All of the persons listed below are United States citizens. I. EV GLOBAL MOTORS COMPANY Position with EV Global Motors Present Principal Business Name Company Occupation Address Lido A. Iacocca Chairman and Chairman and 10900 Wilshire Chief Executive Chief Executive Boulevard Officer, Officer of EV Suite 310 Director Global Motors Los Angeles, CA Company 90024 John Dabels Consultant Consultant to 10900 Wilshire EV Global Boulevard Motors Company Suite 310 Los Angeles, CA 90024 Irene DiVito Vice President of Vice President of 10900 Wilshire Communications, Communications, Boulevard Secretary, and Treasurer Suite 310 Treasurer, of EV Global Los Angeles, CA Director Motors Company 90024 II. LEE IACOCCA & ASSOCIATES, INC. Position with Lee Iacocca & Present Principal Present Name Associates, Inc. Occupation Business Address Lido A. Iacocca President, Sole Chairman and 10900 Wilshire Chief Boulevard Director Executive Officer Suite 310 of EV Global Los Angeles, CA Motors Company 90024 Lia Iacocca Secretary Consultant 48285 Monterra Assad Circle West Palm Desert, CA 92660
Exhibit 7.10 Agreement of Joint Filing (Pursuant to Rule 13d-1(f)(2)) August 13, 1999 EV Global Motors Company ("EV Global"), the LKL Family Limited partnership, a Delaware limited partnership ("LKL"), Lee Iacocca & Associates, Inc., a Michigan corporation ("LIA"), and Lido A. Iacocca hereby agree that an Amendment No. 3 to Securities and Exchange Commission ("SEC") Schedule 13D dated, August 13, 1999, and relating to the Common Stock, $0.01 par value, of Unique Mobility, Inc., a Colorado corporation (the "Issuer"), shall be jointly filed on behalf of each of them with the SEC, the American Stock Exchange, the Boston Stock Exchange, the Pacific Stock Exchange, the Chicago Stock Exchange and the Issuer. EV Global, LKL, LIA and Lido A. Iacocca further agree and understand that they are not members of a group for purposes of acquiring, selling or voting the securities of the Issuer and that they have not entered into any agreement to act in concert with relation to the securities of the Issuer. EV GLOBAL MOTORS COMPANY By: /s/ Lido A. Iacocca Name: Lido A. Iacocca Title: Chief Executive Officer LKL FAMILY LIMITED PARTNERSHIP By: LEE IACOCCA & ASSOCIATES, INC. Its General Partner By: /s/ Lido A. Iacocca Name: Lido A. Iacocca Title: President LEE IACOCCA & ASSOCIATES, INC. By: /s/ Lido A. Iacocca Name: Lido A. Iacocca Title: President /s/ Lido A. Iacocca Lido A. Iacocca -----END PRIVACY-ENHANCED MESSAGE-----