-----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, TzgLbf6y7feYDzx1dHccrU9HUCQ0PtNoIzbmXL+PMgsKNKu9SNqfHwkKmXs7lDij 3ETBrP01v9K3PmO/3iikXg== 0000754811-96-000003.txt : 19960111 0000754811-96-000003.hdr.sgml : 19960111 ACCESSION NUMBER: 0000754811-96-000003 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960108 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED SERVICES ADVISORS INC /TX/ CENTRAL INDEX KEY: 0000754811 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 741598370 STATE OF INCORPORATION: TX FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-37411 FILM NUMBER: 96501830 BUSINESS ADDRESS: STREET 1: 7900 CALLAGHAN RD CITY: SAN ANTONIO STATE: TX ZIP: 78229 BUSINESS PHONE: 2103081234 MAIL ADDRESS: STREET 1: 7900 CALLAGHAN ROAD CITY: SAN ANTONIO STATE: TX ZIP: 78229 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED SERVICES ADVISORS INC /TX/ CENTRAL INDEX KEY: 0000754811 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 741598370 STATE OF INCORPORATION: TX FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7900 CALLAGHAN RD CITY: SAN ANTONIO STATE: TX ZIP: 78229 BUSINESS PHONE: 2103081234 MAIL ADDRESS: STREET 1: 7900 CALLAGHAN ROAD CITY: SAN ANTONIO STATE: TX ZIP: 78229 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* ---- United Services Advisors, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Preferred Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 911474203 ---------------------------------------------- (CUSIP Number) Hubert Marleau: Marleau, Lemire Inc. 1 Place Ville Marie, Suite 3601 Montreal, Quebec H3B 3P2 Canada - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 29, 1995 ------------------------------------------ (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-a(b)(3) or (4), check the following box. / / Check the following box if a fee is being paid with the statement /X/. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in 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-a(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 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). SCHEDULE 13D CUSIP NO. 91147203 PAGE 2 OF 6 PAGES 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marleau, Lemire Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3. SEC USE ONLY 4. SOURCE OF FUNDS * 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION Quebec, Canada NUMBER OF 7. SOLE VOTING POWER: 1,120,000 SHARES BENEFICIALLY 8. SHARED VOTING POWER: None OWNED BY EACH REPORTING 9. SOLE DISPOSITIVE POWER: 1,120,000 PERSON WITH 10. SHARED DISPOSITIVE POWER: None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,120,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / Not applicable 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.4 14. TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP NO. 91147203 PAGE 3 OF 6 PAGES ITEM 1. SECURITY AND ISSUER. This Schedule 13D is filed with respect to the Preferred Stock of United Services Advisors, Inc. (the "Company"), the principal executive offices of which are located at 7900 Callaghan Road, San Antonio, Texas 78229. ITEM 2. IDENTITY AND BACKGROUND. This Schedule 13D is filed on behalf of: (a) Marleau, Lemire Inc. (b) 1 Place Ville Marie, Suite 3601 Montreal, Quebec, Canada H3B 3P2 (c) Investment dealer whose shares are traded on the Toronto Stock Exchange and the Montreal Exchange (d) No convictions in criminal proceedings. (e) No civil or administrative proceedings. Set forth below is the following information with respect to executive officers, directors, and other controlling persons of ML pursuant to General Instruction C of Schedule 13D. None of the individuals listed have, during the last five years, been convicted in a criminal proceeding or been 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. All the individuals are Canadian citizens and may be reached through ML's corporate headquarters: 1 Place Ville Marie, Suite 3601, Montreal, Quebec, Canada H3B 3P2. PRINCIPAL OCCUPATION IF INDIVIDUAL POSITION OTHER THAN ML - ---------- -------- ------------- EXECUTIVE OFFICERS Hubert R. Marleau ...... Chairman of the Board, Chief Executive Officer, Director Andre Lemire ........... President, Director Howard S. Eisen ........ Executive Vice President, Director Joanne S. Ferstman ..... Vice President and Chief Financial Officer Farzad H. Alvi ......... Corporate Secretary DIRECTORS Daniel Auclair ......... Director Howard L. Beck ......... Director Brahm M. Gelfand ....... Director Jeffrey E. Gidney ...... Director Richard T. Groome ...... Director Kenneth B. Hallat ...... Director Wayne Pai .............. Director Humbert B. Powell III .. Chairman Corporate Finance, Marleau Lemire USA, Inc. Richard J. Renaud ...... Director Harry R. Steele ........ Director Luigi Liberatore ....... Director Paul R. Moase .......... President, CEO, Marleau Lemire Securities Inc. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. One million shares of the securities with respect to which this Schedule 13D is filed were purchased pursuant to an agreement entered into between the Company and ML, dated December 29, 1995. This transaction is described in Item 2 of the Company's January 4, 1996 Current Report on Form 8-K and said Form 8-K is hereby incorporated by reference. ITEM 4. PURPOSE OF TRANSACTION. See Item 3 above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)(b) The aggregate number, percentage of the class of securities identified pursuant to Item 1 of this Schedule 13D that are beneficially owned by each person listed in Item 2, and the dispositive and voting power are as follows:
NO. OF SHARES DISPOSITIVE NAME OF BENEFICIALLY PERCENTAGE AND BENEFICIAL OWNER OWNED OF CLASS VOTING POWER ---------------- ----- --------- ------------ Marleau, Lemire Inc. ........ 1,120,000(1) 18.4% 1,120,000 Hubert R. Marleau ........... -0- 0.0% -0- Andre Lemire ................ -0- 0.0% -0- Howard S. Eisen ............. -0- 0.0% -0- Joanne S. Ferstman .......... -0- 0.0% -0- Richard J. Renaud ........... -0- 0.0% -0- Daniel Auclair .............. -0- 0.0% -0- Brahm M. Gelfand ............ -0- 0.0% -0- Richard T. Groome ........... -0- 0.0% -0- Wayne Pai ................... -0- 0.0% -0- Luigi Liberatore ............ -0- 0.0% -0- Howard L. Beck .............. -0- 0.0% -0- Jeffrey E Gidney ............ -0- 0.0% -0- Kenneth B. Hallat ........... -0- 0.0% -0- Humbert B. Powell III ....... -0- 0.0% -0- Harry R. Steele ............. -0- 0.0% -0- Paul R. Moase ............... -0- 0.0% -0- Farzad H. Alvi .............. -0- 0.0% -0-
(c) See Item 3 above. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. See Item 3 above. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following exhibit is filed herewith: Exhibit A - United Services Advisors, Inc. January 4, 1996 Current Report on Form 8-K. ITEM 8. SIGNATURE PAGE. After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Marleau, Lemire Inc. JANUARY 8, 1996 by: /S/ HOWARD S. EISEN - ------------------------------ ----------------------------------------- Date Signature EXECUTIVE VICE PRESIDENT, DIRECTOR --------------------------------------- Name/Title EX-1 2 8-K FILED 1/4/96 EXHIBIT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 1995 UNITED SERVICES ADVISORS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Texas 0-13928 74-1598370 - -------------------------------------------------------------------------------- (State of other juris- (Commission (IRS Employer diction of incorporation) File Number) Identification No.) 7900 Callaghan Road, San Antonio, Texas 78229 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 210-308-1234 Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. DECEMBER 21 SALE OF SECURITIES United Services Advisors, Inc. (the "Registrant" or "USAI") disposed of $47.25 million (par value) of government securities subject to reverse repurchase agreements on December 21, 1995 as discussed in Registrant's December 28, 1995 press release which is attached hereto as Exhibit 20(a) and incorporated herein by reference. DECEMBER 28 MARLEAU, LEMIRE INC. TRANSACTION Registrant and Marleau, Lemire Inc. ("ML") closed a transaction on December 29, 1995 covering the issuance of preferred stock and the repurchase of convertible non-voting common stock and closely related items as discussed in Registrant's January 3, 1996 press release which is attached hereto as Exhibit 20(b) and incorporated herein by reference and as discussed below. - 1 - For consideration of $US 2,500,000 USAI repurchased 500,000 of ML's 1,000,000 Class B Common Shares ("B Shares") issued to ML by USAI pursuant to that certain Subscription and Purchase Agreement dated December 7, 1994 ("Purchase Agreement") between USAI, ML, Mr. Frank Holmes and F.E. Holmes Organization, Inc. ("Holmes"). Further, USAI exchanged 1,000,000 shares of its Preferred Class ("Preferred") for ML's remaining 500,000 B Shares and the following consideration. Simultaneous with the completion of these two events the 1 million purchase warrants issued to ML pursuant to the Purchase Agreement and the option provided for in the subordinated debenture for ML to convert the remaining balance of its subordinated debenture into Preferred stock were canceled in their entirety. USAI agreed to commence work in January 1996 on a registration statement on Form S-3 to be filed with the SEC so that ML will have free trading shares. The December 29, 1995 transaction also provided for: 1. The Purchase Agreement, the Shareholder's Agreement and the Employment and Non-competition Agreement, all dated December 7, 1994, were canceled in their entirety; 2. Messrs. Hubert Marleau and Richard Renaud are to resign from USAI's Board of Directors and Frank E. Holmes is to resign from ML's Board of Directors; 3. Approval of the respective Board of Directors of USAI and ML; 4. Reclassification and sale of certain Government Notes (Cusip 3133883Q1 par value $37,250,000 and Cusip 313311W81 par value $10,000,000); 5. Beginning January 15, 1996 and for every month thereafter, USAI will commit to prepay $50,000 per month toward the principal balance outstanding in accordance with the prepayment clause set forth in that certain Subordinated Debenture Agreement amended December 7, 1994 ("Debenture"); 6. Reclassification as available-for-sale a certain Government Note (Cusip 313388X88 par value $16,550,000) which will generate upon sale and/or prepayment approximately $959,000 as principal repayment under the Debenture; 7. The Debenture shall be amended to provide that in the event voting control of USAI changes, the balance owing ML under the Debenture shall become due and payable prior to closing on the change of control and the registration statement covering ML's 1,000,000 shares shall be declared effective by the SEC prior to said closing; 8. ML undertakes to transfer immediately the assets and the management contract(s) of ML's Small Cap Fund from ML to United Services Advisors Canada, Inc. (or one of its designated subsidiaries) ("USACI"), subject to regulatory and shareholder approvals. All revenues generated by ML's Small Cap Fund effective January 1, 1996, whether the assets and the management contracts have been transferred or not, will become the revenue of USACI; 9. USAI agrees to bear up to the next $Cdn. 250,000 in costs with respect to ML's and USAI's joint venture, USACI. 10. Upon the transfer of any monies by USAI to ML, the purpose of which is for USAI to acquire from ML any Class B Common Shares or Preferred Shares or any warrants or options to convert into any Class of Shares then authorized and issued by USAI; any certificate, document, letter, writing or any understanding evidencing ownership by ML or any affiliate will be deemed to be and will be canceled. ML will forward to USAI all USAI stock certificates, warrants and other such documents and agreements simultaneous with the transfer of monies to ML. It is understood that the 72,720 Class A Common Shares held by ML are not subject to this paragraph 10; and 11. Subject to paragraph 10, the requirement that Mr. Holmes exchange 177,280 Class A Common Shares for 133,551 Shares (consolidated shares based on 1 new for 3 old) of ML pursuant to the terms and conditions of the Purchase and Shareholders Agreement dated December 7, 1994 will be canceled in its entirety. All the foregoing is subject to general market conditions and the absence of any material adverse conditions or changes to USAI. - 2 - ITEM 7. FINANCIAL STATEMENTS, INFORMATION AND EXHIBITS. (b) Proforma financial information: Unaudited Consolidated Balance Sheet and Statement of Operations of Registrant at September 30, 1995. (c) Exhibits. 20(a)December 28, 1995 Press Release which is incorporated by reference into Registrant's Current Report on Form 8-K. 20(b)January 3, 1996 Press Release which is incorporated by reference into Registrant's Current Report on Form 8-K. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UNITED SERVICES ADVISORS, INC. By: /s/ Jane K. Hatton ----------------------------------------- JANE K. HATTON Vice President, Chief Financial Officer Dated: January 4, 1996 - 3 - EXHIBIT INDEX SEQUENTIALLY EXHIBIT NUMBERED NUMBER EXHIBIT PAGE --- Proforma Financial Information 5 20(a) December 29, 1995 Press Release which is 8 incorporated by reference into Registrant's Current Report on Form 8-K 20(b) January 3, 1996 Press Release which is 10 incorporated by reference into Registrant's Current Report on Form 8-K - 4 - PROFORMA FINANCIAL INFORMATION - 5 -
- ------------------------------------------------------------------------------------------------------------------------------------ UNITED SERVICES ADVISORS,INC. - ------------------------------------------------------------------------------------------------------------------------------------ UNAUDITED PRO FORMA PRO FORMA CONSOLIDATED BALANCE SHEET AS OF ADJUSTMENTS ADJUSTMENTS PRO FORMA SEPTEMBER 30, 1995 DECEMBER 21, 1995 DECEMBER 29, 1995 RESULTS - ------------------------------------------------------------------------------------------------------------------------------------ CURRENT ASSETS CASH & INTEREST BEARING DEPOSITS ............ 2,069,161 1,147,577 (1) (2,500,000)(2) 716,738 TRADING SECURITIES .......................... 2,178,436 0 0 2,178,436 RECEIVABLES ................................. 2,147,763 (91,397)(1) 0 2,056,366 PREPAID EXPENSES ............................ 473,509 0 0 473,509 DEFERRED TAX ASSET .......................... 0 (571,530)(1) 10,963 (3) (560,567) ----------- ----------- ---------- ---------- TOTAL CURRENT ASSETS ........................... 6,868,869 484,650 (2,489,037) 4,864,482 NET FIXED ASSETS ............................. 2,573,389 0 0 2,573,389 GOVERNMENT SECURITIES ........................ 113,785,240 (45,138,064)(1) (32,245)(2) 68,614,931 RESTRICTED CASH AND INVESTMENTS .............. 661,856 0 0 661,856 RECEIVABLES .................................. 281,128 0 0 281,128 DEFERRED TAX ASSET ........................... 2,262,304 0 0 2,262,304 RESIDUAL EQUITY INTEREST ..................... 217,861 0 0 217,861 INVESTMENT IN JOINT VENTURE .................. 557,933 0 0 557,933 AVAILABLE-FOR-SALE SECURITIES ............... 1,319,371 0 0 1,319,371 OTHER LONG-TERM ASSETS ....................... 68,793 0 0 68,793 TOTAL OTHER ASSETS ........................... 119,154,486 (45,138,064) (32,245) 73,984,177 ----------- ----------- ---------- ---------- TOTAL ASSETS ................................... 128,596,744 (44,653,414) (2,521,282) 81,422,048 =========== =========== ========== ========== - ------------------------------------------------------------------------------------------------------------------------------------ UNAUDITED PRO FORMA PRO FORMA CONSOLIDATED BALANCE SHEET AS OF ADJUSTMENTS ADJUSTMENTS PRO FORMA SEPTEMBER 30, 1995 DECEMBER 21, 1995 DECEMBER 29, 1995 RESULTS - ------------------------------------------------------------------------------------------------------------------------------------ CURRENT LIABILITIES ACCRUED EXPENSES AND OTHER ................... 1,351,457 (615,167)(1) 0 736,290 DEFERRED TAX LIABILITY ....................... 153,423 0 0 153,423 SECURITIES SOLD UNDER AGMT TO REPURCHASE ..... 112,307,387 (44,519,375)(1) 0 67,788,012 ----------- ----------- ---------- ---------- TOTAL CURRENT LIABILITIES .................... 113,812,267 (45,134,542) 0 68,677,725 NOTES PAYABLE-L/T ............................ 1,291,760 0 0 1,291,760 SUBORDINATED DEBENTURE ....................... 4,534,212 (334,196)(1) 0 4,200,016 ANNUITY OBLIGATION & LONG TERM LEASES ........ 161,452 0 0 161,452 ----------- ----------- ---------- ---------- TOTAL LONG-TERM LIABILITIES .................. 5,987,424 (334,196) 0 5,653,228 TOTAL LIABILITIES .............................. 119,799,691 (45,468,738) 0 74,330,953 ----------- ----------- ---------- ---------- SHAREHOLDERS EQUITY PREFERRED STOCK @ PAR ........................ 253,575 0 50,000 (2) 303,575 COMMON STOCK @ PAR ........................... 78,539 0 (50,000)(2) 28,539 ADDITIONAL PAID IN CAPITAL ................... 12,835,084 0 (2,500,000)(2) 10,335,084 TREASURY STOCK ............................... (274,123) 0 0 (274,123) NET UNREALIZED HOLDING GAIN .................. 158,715 0 0 158,715 RETAINED EARNINGS (DEFICIT) .................. (4,254,737) 815,324 (21,282)(3) (3,460,695) ----------- ----------- ---------- ---------- TOTAL SHAREHOLDERS EQUITY ...................... 8,797,053 815,324 (1) (2,521,282) 7,091,095 TOTAL LIABILITIES & SHLDR. EQUITY .............. 128,596,744 (44,653,414) (2,521,282) 81,422,048 =========== =========== ========== ========== - ------------------------------------------------------------------------------------------------------------------------------------ (1) See Exhibit 20(a) to this Form 8K for a detailed description of the transaction. (2) See Item 2 and Exhibit 20(b) to this Form 8K for a detailed description of the transaction. (3) A $16.55 million par value government note was reclassified from the held-to-maturity category to the available-for-sale category pusuant to the FASB Special Report on SFAS 115. This amount represents the accretion to par, along with the related tax effect, that was taken during the period as allowed for held-to-maturity securities which is now not taken when the security is classified as available-for-sale.
- ------------------------------------------------------------------------------------------------------------------------------------ UNITED SERVICES ADVISORS,INC. CONSOLIDATED INCOME STATEMENT - ------------------------------------------------------------------------------------------------------------------------------------ UNAUDITED PRO FORMA PRO FORMA REVENUES QUARTER ENDED ADJUSTMENTS ADJUSTMENTS PRO FORMA SEPTEMBER 30, 1995 DECEMBER 21, 1995 DECEMBER 29, 1995 RESULTS - ------------------------------------------------------------------------------------------------------------------------------------ MANAGEMENT FEES (NET) ............................... 1,406,082 0 0 1,406,082 NET TRANSFER AGENCY FEES ............................ 758,453 0 0 758,453 INVESTMENT INCOME ................................... 582,530 1,534,102 (1) 0 2,116,632 OTHER FEES AND INCOME ............................... 390,037 0 0 390,037 GOVERNMENT SECURITY INTEREST INCOME ................. 1,354,513 (542,902)(1) 0 811,611 GOVERNMENT SECURITY ACCRETION TO PAR ................ 524,880 (298,116)(1) (32,245)(3) 194,519 --------- ------- -------- --------- TOTAL REVENUE ....................................... 5,016,495 693,084 (32,245) 5,677,334 ========= ======= ======== ========= - ------------------------------------------------------------------------------------------------------------------------------------ UNAUDITED PRO FORMA PRO FORMA EXPENSES QUARTER ENDED ADJUSTMENTS ADJUSTMENTS PRO FORMA SEPTEMBER 30, 1995 DECEMBER 21, 1995 DECEMBER 29, 1995 RESULTS - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL GENERAL & ADMINISTRATIVE ...................... 2,513,239 0 0 2,513,239 DEPRECIATION & AMORTIZATION ......................... 120,474 0 0 120,474 INTEREST & FINANCE CHARGES .......................... 34,132 0 0 34,132 INTEREST EXPENSE - SEC SOLD TO REPURCHASE ........... 1,733,832 (687,086)(1) 0 1,046,746 INTEREST EXPENSE - SUBORDINATED DEBENTURE ........... 90,684 (6,684)(1) 0 84,000 --------- -------- -------- --------- TOTAL EXPENSES ...................................... 4,492,361 (693,770) 0 3,798,591 FEDERAL TAXES ....................................... 218,644 571,530 (1) (10,963)(3) 779,211 NET INCOME (LOSS) ................................... 305,490 815,324 (21,282) 1,099,532 ========= ======== ======== ========= - ------------------------------------------------------------------------------------------------------------------------------------ PRO FORMA EARNINGS PER SHARE AFTER TAX Primary & Fully Diluted $ 0.05 $ 0.12 $ 0.00 $ 0.17 --------- --------- --------- --------- WEIGHTED AVERAGE SHARES OUTSTANDING Primary 6,611,599 6,611,599 6,611,599 6,611,599 Fully Diluted 6,611,599 6,611,599 6,611,599 6,611,599 (1) See Exhibit 20(a) to this Form 8K for a detailed description of the transaction. (3) A $16.55 million par value government note was reclassified from the held-to-maturity category to the available-for-sale category pusuant to the FASB Special Report on SFAS 115. This amount represents the accretion to par, along with the related tax effect, that was taken during the period as allowed for held-to-maturity securities which is now not taken when the security is classified as available-for-sale.
EXHIBIT 20(a) - 8 - NEWS RELEASE For additional information contact: Frank E. Holmes Chairman For Immediate Release: (210) 308-1234 UNITED SERVICES REDUCES DEBT DRAMATICALLY San Antonio, Texas -- December 28, 1995. United Services Advisors, Inc. ("USAI") today announced that it has reduced its investment in government notes ("Notes") by selling an additional $47.25 million (par value) in open market transactions. These transactions strengthen the Company's balance sheet and improve its financial ratios and cash flow. Going forward, the Company is expected to save approximately $560,000 in annual interest costs on debt that was used to finance the Notes. To date, USAI has reduced its investment in the Notes by approximately 46%. These transactions resulted in the Company recording a net realized gain in excess of $1.0 million before tax ($.15 per share) which it will recognize during the second quarter of fiscal 1996. Frank Holmes, Chairman, said, "We are pleased that market conditions allowed USAI to accelerate the reduction of its debt, lower its future interest costs and most importantly increase its cash flow." USAI is a public company based in San Antonio, Texas. USAI and its subsidiaries manage approximately $1.5 billion in mutual fund and trust assets. The Company's stock is traded in the NASDAQ Stock Market. (Symbol USVSP) - 9 - EXHIBIT 20(b) - 10 - NEWS RELEASE For additional information contact: Frank E. Holmes Chairman For Immediate Release: (210) 308-1234 UNITED SERVICES STRIKES NEW DEAL WITH MARLEAU, LEMIRE San Antonio, Texas -- January 3, 1996. United Services Advisors, Inc. ("USAI" or the "Company") announced that on December 29, 1995 an agreement was reached with Marleau, Lemire Inc. ("ML"), a major shareholder of the Company, pursuant to which: 1. ML will no longer have a right to put its one million shares of Class B Common Stock back to the Company at its original purchase price of $5,000,000 for debt; 2. the Company eliminates any future interest costs it might have borne had ML converted its investment to debt; and 3. remaining shareholders will benefit as a result of cancellation of ML's warrants and options to acquire additional shares, thereby significantly reducing future dilution by approximately 1.65 million shares (25%). In connection with this transaction, ML received $2,500,000 cash and 1 million shares of Preferred Stock in exchange for ML (1) cancelling 1 million shares of USAI's Class B Common Shares, (2) cancelling warrants giving ML the right to acquire 1 million shares of USAI's voting Class A Common Stock or Preferred Stock, (3) cancelling the option to convert the remaining balance of its subordinated debenture into approximately 648,000 shares of USAI's Preferred Stock, and (4) cancelling other rights under the December 1994 agreements relating to ML's original purchase, including its right to obtain voting control of USAI. Further, the agreement calling for ML to exchange 133,551 of its shares for 177,280 shares of Class A common stock held by Frank Holmes and F. E. Holmes Organization, Inc. has been cancelled. Frank Holmes, Chairman, stated: "The transaction is part of our continuing effort to simplify and strengthen our balance sheet, to reduce dilution and to reduce debt. In addition, the Company plans to accelerate the reduction of the ML debt. Specifically, we expect to further reduce said debt by approximately $50,000 per month or, $600,000 during the next 12 months. Additionally, Messrs. Hubert Marleau, Chairman and CEO of ML, and Richard J. Renaud, a Director of ML, have resigned from the Board of Directors of USAI; and, Mr. Frank E. Holmes, Chairman of USAI, has resigned from the Board of ML. Both USAI and ML will actively continue to grow United Services Advisors Canada, Inc., their Canadian based joint venture. USAI is a public company based in San Antonio, Texas. USAI and its subsidiaries manage approximately $1.5 billion in mutual fund and trust assets. The Company's stock is traded in the NASDAQ Stock Market. (Symbol USVSP) - 11 - -----END PRIVACY-ENHANCED MESSAGE-----