sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 10)1
UNITED CAPITAL CORP.
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(Name of Issuer)
COMMON STOCK, $0.10 PAR VALUE
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(Title of Class of Securities)
909912 10 7
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 17, 2004
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(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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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 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).
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CUSIP No. 909912 10 7 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
A.F. Petrocelli
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8,876,249(1)
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
299,100(2)
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9 SOLE DISPOSITIVE POWER
8,876,249(1)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
299,100(2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,175,349(1)(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.5%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Includes presently exercisable options to purchase an aggregate of 3,360,801
shares of Common Stock. Also 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 and A.F Petrocelli disclaims beneficial
ownership of the shares held by Beverly Petrocelli.
(2) Consists of 299,100 shares held by the Attilio and Beverly Petrocelli
Foundation (the "Foundation"), a not-for-profit charitable organization, whose
directors consist of certain Petrocelli Family members including A.F. Petrocelli
and Beverly Petrocelli. Such shares may be deemed to be beneficially owned by
Beverly Petrocelli and A. F. Petrocelli disclaims beneficial ownership of the
shares held by the Foundation.
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CUSIP No. 909912 10 7 13D Page 3 of 6 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BEVERLY PETROCELLI
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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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
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8,876,249(1)
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
299,100(2)
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
8,876,249(1)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
299,100(2)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,175,349(1)(2)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Includes 7,876,249 shares held by A.F. Petrocelli (which includes presently
exercisable options to purchase an aggregate of 3,360,801 shares of Common
Stock). Such shares may be deemed to be beneficially owned by A.F. Petrocelli
and Beverly Petrocelli disclaims beneficial ownership of the shares held by A.F.
Petrocelli.
(2) Consists of 299,100 shares held by the Foundation. Such shares may be deemed
to be beneficially owned by A.F. Petrocelli and Beverly Petrocelli disclaims
beneficial ownership of the shares held by the Foundation.
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CUSIP No. 909912 10 7 13D Page 4 of 6 Pages
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SCHEDULE 13D
(Amendment No. 10)
relating to the
Common Stock, $.10 par value
of
United Capital Corp.
This Amendment No. 10 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. 10 reflects (i)
the gifting by Mr. Petrocelli of an aggregate of 123,200 shares of Common Stock,
$.10 par value (the "Common Stock") of United Capital Corp. (the "Issuer") in
2003 and 2004, (ii) certain options to purchase Common Stock becoming presently
exercisable, (iii) the change in the number of shares of outstanding Common
Stock of the Issuer as the result of the exercise of stock options and buy-backs
of the Issuer's Common Stock, and (iv) the exercise by Mr. Petrocelli of options
to purchase 100,000 shares of Common Stock and the sale by Mr. Petrocelli of
100,000 shares of Common Stock in 2003. In addition, Mr. Petrocelli has gifted
300,000 shares to the Attilio and Beverly Petrocelli Foundation (the
"Foundation"), a not-for-profit charitable organization, whose directors consist
of certain Petrocelli family members including A.F. Petrocelli and Beverly
Petrocelli. Accordingly, for purposes of Rule 13d-3 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), A.F. Petrocelli and Beverly
Petrocelli may be deemed to be the beneficial owners of such shares. However,
both A.F. Petrocelli and Beverly Petrocelli disclaim beneficial ownership of the
shares held by the Foundation. To date in January 2005, the Foundation has sold
900 shares of Common Stock. The Schedule 13D is also being amended to reflect
that 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. In August 2003, the Issuer effected a
two-for-one stock split of the Issuer's Common Stock and all information in this
Schedule 13D has been adjusted to reflect this stock split. All capitalized
terms not otherwise defined herein shall have the meanings ascribed thereto in
the Schedule 13D. The items specified below are hereby amended and supplemented
as specified herein.
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CUSIP No. 909912 10 7 13D Page 5 of 6 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 of the Schedule
13D is hereby amended and supplemented by adding the following:
In 2003 and 2004 Mr. Petrocelli gifted an aggregate of 123,200
shares of Common Stock to a grandchild and one other individual.
In 2003 and 2004, options to purchase an aggregate of 1,151,333
shares of Common Stock held by Mr. Petrocelli became presently exercisable.
In 2003, Mr. Petrocelli exercised options to purchase 100,000 shares
of Common Stock and sold 100,000 shares of Common Stock.
In December 2004, Mr. Petrocelli gifted 300,000 shares of Common
Stock to the Foundation.
To date in January 2005, the Foundation has sold 900 shares of
Common Stock at an average sale price of $23.17 per share.
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 9,175,349 shares of Common Stock including presently
exercisable options to purchase 3,360,801 shares of Common Stock, representing
approximately 73.5% 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 Form 10-Q for the nine months ended September 30, 2004 (the
"10-Q"). Such amount does not include shares held by the adult children and
grandchildren of Mr. Petrocelli but does include 1,000,000 shares held by Mrs.
Petrocelli and 299,100 shares held by the Foundation as to all of which Mr.
Petrocelli disclaims beneficial ownership. Mrs. Petrocelli may be deemed to be
the beneficial owner of 9,175,349 shares of Common Stock representing
approximately 73.5% 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 10-Q. Such amount does not include shares held by the adult
children or grandchildren of Mrs. Petrocelli but does include 7,876,249 shares
held by Mr. Petrocelli (which includes presently exercisable options to purchase
3,360,801 shares) and 299,100 shares held by the Foundation as to all of which
Mrs. Petrocelli disclaims beneficial ownership.
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CUSIP No. 909912 10 7 13D Page 6 of 6 Pages
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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: January 24 , 2005
/s/ A.F. Petrocelli
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A.F. Petrocelli
/s/ Beverly Petrocelli
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Beverly Petrocelli