-----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, AegFH5N4m9EPDcd+sj8Mnlke3uNDwFbtT3qKH+h25+pQ9qzaenqedsisHkIz6zO+ 1ZkSMs2YtdCnfVs2K/iILw== 0000877603-98-000008.txt : 19981209 0000877603-98-000008.hdr.sgml : 19981209 ACCESSION NUMBER: 0000877603-98-000008 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIT INSTRUMENTS INC CENTRAL INDEX KEY: 0000350067 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 250941759 STATE OF INCORPORATION: CA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-33840 FILM NUMBER: 98765601 BUSINESS ADDRESS: STREET 1: 22600 SAVI RANCH PKWY CITY: YORBA LINDA STATE: CA ZIP: 92887 BUSINESS PHONE: 8148385700 MAIL ADDRESS: STREET 1: 22600 SAVI RANCH PARKWAY CITY: YORBA LINDA STATE: CA ZIP: 92887 FORMER COMPANY: FORMER CONFORMED NAME: AUTOCLAVE ENGINEERS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOEB PARTNERS CORP /ADV CENTRAL INDEX KEY: 0000877603 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133114801 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 61 BROADWAY STE 2400 CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2124837000 FORMER COMPANY: FORMER CONFORMED NAME: LOEB PARTNERS CORP /ADV DATE OF NAME CHANGE: 19960311 SC 13D 1 SC 13D UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.____)* Unit Instruments, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 90921C100 (CUSIP Number) Vicki Z. Holleman c/o Loeb Partners Corporation 61 Broadway, N.Y., N.Y., 10006 (212) 483-7047 (Name, address and Telephone Number of Person Authorized to Receive Notices and Communications) December 2, 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-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with statement [ ]. (A fee is not required only if the following reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described is Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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 of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remained 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). SCHEDULE 13D CUSIP NO. 90921C100 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Partners Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 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 7 SOLE VOTING POWER SHARES 13,616 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 10,438 Shares of Common stock EACH 9 SOLE DISPOSITIVE POWER REPORTING 13,616 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER 10,438 Shares of Common stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,054 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% 14 TYPE OF REPORTING PERSON* PN, BD, IA SCHEDULE 13D CUSIP NO. 90921C100 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Arbitrage Fund 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES 190,787 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----- EACH 9 SOLE DISPOSITIVE POWER REPORTING 190,787 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ----- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 190,787 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.78% 14 TYPE OF REPORTING PERSON* PN, BD Item 1. Security and Issuer. This statement refers to the Common Stock of Unit Instruments, Inc., 22600 Savi Ranch Parkway, Yorba Linda, CA., 92887. Michael J. Doyle is the President. Item 2. Identity and Background. Loeb Arbitrage Fund ("LAF"), 61 Broadway, New York, New York, 10006, is a New York limited partnership. It is a registered broker/dealer. Its general partner is Loeb Arbitrage Management, Inc., ("LAM"), a Delaware corporation, with the same address. Its President is Arthur E. Lee, who is also an Executive Vice President of Loeb Partners Corporation. The other officers of LAM are Thomas L. Kempner, Chairman of the Board, Irwin D. Rowe, Vice President and Secretary and Peter A. Tcherepnine, Vice President. Loeb Partners Corporation ("LPC"), 61 Broadway, New York, New York, 10006, is a Delaware corporation. It is a registered broker/dealer and a registered investment adviser. Thomas L. Kempner is its President and a director and its Chief Executive Officer. Irwin D. Rowe is an Executive Vice President and also a director of LPC. Norman N. Mintz is a Vice President and also a director. Loeb Holding Corporation ("LHC"), a Maryland corporation, 61 Broadway, New York, New York, 10006 is the sole stockholder of Loeb Arbitrage Management, Inc. and LPC. Thomas L. Kempner is its President and a director as well as its Chief Executive Officer and majority stockholder. Irwin D. Rowe is a director of LHC, as are Robert Krones, Edward E. Matthews and Norman N. Mintz. Mr. Matthews' address is 70 Pine Street, New York, New York 10270. The business address of the other individuals is 61 Broadway, New York, New York, 10006. All of the individuals named are United States Citizens. None have within the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding have been or are 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 violations with respect to such laws. Item 3. Source and Amount of Funds or Other Compensation. Shares of Common Stock were acquired by LAF and LPC in margin accounts maintained with Bear Stearns Securities Corp. Item 4. Purpose of Transaction. LAF and LPC have acquired shares of Common Stock for investment purposes. LAF and LPC reserve the right to sell shares of Common Stock or to acquire additional shares in open market transactions or otherwise. Item 5. Interest in Securities of the Issuer. (a) The persons reporting hereby owned the following shares of Stock as of December 3, 1998. Shares of Common Stock Loeb Arbitrage Fund 190,787 Loeb Partners Corporation* 24,954 214,841 The total shares of Common Stock constitute 5.38% the 3,995,118 outstanding shares of Common Stock as reported by the issuer. - ------------------------- * Including 10,438 shares of Common Stock purchased for the accounts of two customers of Loeb Partners Corporation as to which it has investment discretion. (b) See paragraph (a) above. (c) The following purchases of Common Stock have been made in the last sixty (60) days by the following: Purchases of Common Stock Holder Date Shares Average Price Loeb Arbitrage Fund 11-04-98 2640 $6.76 11-04-98 4400 6.89 11-12-98 3880 8.50 11-13-98 26460 8.16 11-16-98 4400 8.08 11-17-98 7055 8.26 11-18-98 875 8.26 11-18-98 875 8.26 11-19-98 1320 8.26 11-20-98 875 8.26 11-20-98 3085 8.39 11-24-98 5910 8.52 11-24-98 2640 8.58 11-24-98 5290 8.71 11-30-98 1760 8.89 12-02-98 7495 8.51 12-02-98 1760 8.83 12-02-98 7935 8.89 12-03-98 10585 8.83 Date Shares Average Price Loeb Partners Corp.* 11-04-98 360 $6.77 11-04-98 600 6.89 11-12-98 520 8.50 11-13-98 3540 8.16 11-16-98 600 8.08 11-17-98 945 8.27 11-18-98 125 8.27 11-18-98 125 8.27 11-19-98 180 8.27 11-20-98 125 8.27 11-20-98 415 8.39 11-24-98 790 8.52 11-24-98 360 8.58 11-24-98 710 8.72 11-30-98 240 8.89 12-02-98 1005 8.52 12-02-98 240 8.83 12-02-98 1065 8.89 12-03-98 1415 8.84 - -------------------- *Including 6,896 shares of Common Stock purchased and 3,542 shares of Common Stock purchased for the accounts of two customers of Loeb Partners Corporation as to which it has investment discretion. All reported transactions were effected on NASDAQ. (d) and (e). Not applicable. Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer. None. Item 7. Materials to be Filed as Exhibits. None. Signature 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. December 8, 1998 Loeb Arbitrage Fund By: Loeb Arbitrage Management, Inc. By: /s/ Arthur E. Lee, President December 8, 1998 Loeb Partners Corporation By: /s/ Arthur E. Lee Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----