0000921895-11-001549.txt : 20110803 0000921895-11-001549.hdr.sgml : 20110803 20110803170459 ACCESSION NUMBER: 0000921895-11-001549 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110803 DATE AS OF CHANGE: 20110803 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PETROCELLI ATTILIO CENTRAL INDEX KEY: 0001056836 FILING VALUES: FORM TYPE: SC 13D/A SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED CAPITAL CORP /DE/ CENTRAL INDEX KEY: 0000065358 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 042294493 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-05625 FILM NUMBER: 111007639 BUSINESS ADDRESS: STREET 1: 9 PARK PL CITY: GREAT NECK STATE: NY ZIP: 11021 BUSINESS PHONE: 516-466-6464 MAIL ADDRESS: STREET 1: 9 PARK PL CITY: GREAT NECK STATE: NY ZIP: 11021 FORMER COMPANY: FORMER CONFORMED NAME: METROPOLITAN CONSOLIDATED INDUSTRIES INC DATE OF NAME CHANGE: 19890323 FORMER COMPANY: FORMER CONFORMED NAME: METROPOLITAN GREETINGS INC DATE OF NAME CHANGE: 19810126 FORMER COMPANY: FORMER CONFORMED NAME: JORNS GREETING CARD CO INC DATE OF NAME CHANGE: 19670626 SC 13D/A 1 sc13da1601196uni_07282011.htm sc13da1601196uni_07282011.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 16)1

UNITED CAPITAL CORP.
(Name of Issuer)

COMMON STOCK, $0.10 PAR VALUE
(Title of Class of Securities)

909912 10 7
(CUSIP Number)
 
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 28, 2011
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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 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. 909912 10 7
 
1
NAME OF REPORTING PERSON
 
A. F. PETROCELLI
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
6,469,448 (1)
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
6,469,448 (1)
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,469,448 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
87.1%
14
TYPE OF REPORTING PERSON
 
IN
 
(1)
Includes 1,000,000 shares held by Beverly Petrocelli, the wife of A.F. Petrocelli.  Such shares may be deemed to be beneficially owned by Beverly Petrocelli.  A.F. Petrocelli disclaims beneficial ownership of the shares held by Beverly Petrocelli.
 
 
2
 
CUSIP NO. 909912 10 7
 
1
NAME OF REPORTING PERSON
 
BEVERLY PETROCELLI
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
6,469,448 (1)
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
6,469,448 (1)
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,469,448 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
87.1%
14
TYPE OF REPORTING PERSON
 
IN

(1)
Includes 5,469,448 shares held by A.F. Petrocelli.  Such shares may be deemed to be beneficially owned by A.F. Petrocelli.  Beverly Petrocelli disclaims beneficial ownership of the shares held by A.F. Petrocelli.
 
 
3
 
CUSIP NO. 909912 10 7
 
This Amendment No. 16 amends the Schedule 13D dated January 20, 1994, (the “Schedule 13D”), filed by A.F. Petrocelli (“Mr. Petrocelli”) and his wife, Beverly Petrocelli (“Mrs. Petrocelli”).  This Amendment No. 16 reflects the following since the last Schedule 13D Amendment filed by Mr. and Mrs. Petrocelli (i) the exercise by Mr. Petrocelli of options and the sale of shares, as described below, and (ii) the change in the number of shares of outstanding Common Stock of the Issuer as a result of the Issuer’s tender offer whereby it purchased an aggregate of 3,379,474 shares of Common Stock at a purchase price of $30 per share (net to the seller in cash, without interest) (the “Tender Offer”).  The items specified below are hereby amended and supplemented as specified herein.
 
Item 5.   Interest in Securities of the Issuer.  Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following:
 
Since the last filing of a Schedule 13D Amendment by Mr. Petrocelli and Mrs. Petrocelli, Mr. Petrocelli (i) exercised options on July 25, 2011 to purchase an aggregate of 600,000 shares and 454,000 shares at exercise prices of $12.20 per share and $21.80 per share, respectively, and (ii) agreed on July 25, 2011 to sell to the Company, in the Tender Offer, 1,054,000 shares at a purchase price of $30.00 per share. In addition, on July 28, 2011, the Company purchased 3,379,474 shares of Common Stock in the Tender Offer.
 
A.F. Petrocelli and Beverly Petrocelli may be deemed to be the beneficial owners of the shares held by the other for purposes of Rule 13d-3 of the Exchange Act.  A.F. Petrocelli disclaims beneficial ownership of the shares held by Beverly Petrocelli and Beverly Petrocelli disclaims beneficial ownership of the shares held by A.F. Petrocelli.
 
As a result of these transactions, Mr. Petrocelli may be deemed to be the beneficial owner of 6,469,448 shares of Common Stock, representing approximately 87.1% of the outstanding Common Stock of the Issuer.  Such percentage is based upon the amount of outstanding Common Stock of the Issuer as reported in its Definitive Proxy Statement filed with the Securities Exchange Commission on May 18, 2011 (the “Definitive Proxy Statement”), as adjusted for certain transactions subsequent to its filing, including the Tender Offer and various option exercises.  Such amount does not include shares held by the grandchildren of Mr. Petrocelli but does include 1,000,000 shares held by Mrs. Petrocelli as to all of which Mr. Petrocelli disclaims beneficial ownership.  Mrs. Petrocelli may be deemed to be the beneficial owner of 6,469,448 shares of Common Stock representing approximately 87.1% of the outstanding Common Stock of the Issuer.  Such percentage is based upon the amount of outstanding Common Stock of the Issuer as reported in the Definitive Proxy Statement, as adjusted for certain transactions subsequent to its filing, including the Tender Offer and various option exercises.  Such amount does not include shares held by the grandchildren of Mrs. Petrocelli but does include 5,469,448 shares held by Mr. Petrocelli as to all of which Mrs. Petrocelli disclaims beneficial ownership.
 
 
4
 
CUSIP NO. 909912 10 7
 
SIGNATURES
 
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:  August 3, 2011
  
   
 
/s/ A.F. Petrocelli
 
A.F. Petrocelli
   
   
 
/s/ Beverly Petrocelli
 
Beverly Petrocelli

 
5