-----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, InukaorNToTXwQGOINO0MHXnemjRirGRPR7W0LEonXfWpjIOAzU3uFdXDK379kRc lylcBn/1tCqUr+qwSM0cFw== 0000950123-08-008944.txt : 20080806 0000950123-08-008944.hdr.sgml : 20080806 20080806170018 ACCESSION NUMBER: 0000950123-08-008944 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080806 DATE AS OF CHANGE: 20080806 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED AMERICAN HEALTHCARE CORP CENTRAL INDEX KEY: 0000867963 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 382526913 STATE OF INCORPORATION: MI FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42157 FILM NUMBER: 08995569 BUSINESS ADDRESS: STREET 1: 300 RIVER PLACE, SUITE 4950 CITY: DETROIT STATE: MI ZIP: 48207 BUSINESS PHONE: 3133930200 MAIL ADDRESS: STREET 1: 300 RIVER PLACE STREET 2: SUITE 4950 CITY: DETROIT STATE: MI ZIP: 48207-2602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLER LLOYD I III CENTRAL INDEX KEY: 0000949119 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4650 GORDON DRIVE CITY: NAPLES STATE: FL ZIP: 33940 BUSINESS PHONE: 9412628577 SC 13D 1 y64490sc13d.htm SCHEDULE 13D SC 13D
 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
United American Healthcare Corporation
 
(Name of Issuer)
Common Stock
 
(Title of Class of Securities)
90934C105
 
(CUSIP Number)
Lloyd I. Miller, III, 4550 Gordon Drive, Naples, Florida, 34102 (Tel.) (239) 262-8577
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 6, 2008
 
(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 þ.
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)
 
1   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).
 
 
Page 1 of 6 pages

 

                     
CUSIP No.
  
90934C105 
 13D Page  
2 
   of   
6 

 

           
1   NAME OF REPORTING PERSON

Lloyd I. Miller, III
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  PF-AF-OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  7   SOLE VOTING POWER
     
NUMBER OF   88,258
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   920,793
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   88,258
       
WITH 10   SHARED DISPOSITIVE POWER
     
    920,793
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,009,051
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  11.6%
     
14   TYPE OF REPORTING PERSON*
   
  IA-IN-OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!

 

ORIGINAL REPORT ON SCHEDULE 13D
Item 1. Security and Issuer
     This statement relates to the Common Stock, no par value per share (the “Shares”) of United American Healthcare Corporation (the “Company”). The Company has its principal executive offices at 300 River Place, Suite 4950, Detroit, Michigan 48207.
Item 2. Identity and Background
     This statement is filed by Lloyd I. Miller, III (“Miller” or the “Reporting Person”). Miller’s principal business address is 4550 Gordon Drive, Naples, Florida 34102. Miller’s principal occupation is investing assets held by or on behalf of his family. During the past five years, Miller has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and has not been a party to civil proceedings of a judicial or administrative body of competent jurisdiction as a result of which Miller was or is 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 violation with respect to such laws. Miller is a United States citizen.
Item 3. Source and Amount of Funds or Other Considerations
     Miller is an investment advisor to the trustee of Trust A-4. Trust A-4 was created pursuant to a Declaratory Judgment, signed by the Honorable Wayne F. Wilke for the Court of Common Pleas, Probate Division, Hamilton County, Ohio, on October 27, 1992, pursuant to which Trust A was split into four separate trusts. Trust A was created pursuant to an Amended and Restated Trust Agreement, dated September 20, 1983 (the “Trust Agreement”). Miller was named as the advisor to PNC Bank, Ohio, N.A. (formerly The Central Trust Company, N.A., Cincinnati, Ohio), the trustee named in the Trust Agreement. All of the Shares Miller is deemed to beneficially own as the advisor to the trustee of Trust A-4 were purchased by funds generated and held by Trust A-4. The aggregate amount of funds used for the purchase of the Shares in Trust A-4 was $1,378,007.77.
     Miller is the manager of Milfam LLC, an Ohio limited liability company established pursuant to the Operating Agreement of Milfam LLC, dated as of December 10, 1996. Milfam LLC is the general partner of Milfam II L.P., a Georgia limited partnership established pursuant to the Partnership Agreement for Milfam II L.P., dated December 11, 1996. All of the Shares Miller is deemed to beneficially own as the manager of the general partner of Milfam II L.P. were purchased with money contributed to Milfam II L.P. by its partners, or money generated and held by Milfam II L.P. The aggregate purchase price for the Shares in Milfam II L.P. was $110,864.30.
     All of the Shares held by Miller on his own behalf, were purchased with personal funds generated and held by Miller. The purchase price for the Shares purchased by Mr. Miller, on his own behalf, was $138,126.16.

 

 

Item 4. Purpose of the Transaction
          The Shares covered by this Schedule 13D were acquired by the Reporting Person for investment purposes in the ordinary course of his business as an investor. The Reporting Person filing this report now believes that it would be in his best interest, and those of other stockholders, to attempt to influence the business and governance of the Company.
          The Reporting Person filing this report is examining all of his options with respect to the possibility of taking actions that he believes will enhance the Company’s business, governance, oversight and shareholder value. Such actions could include nominating candidates for director of the Board of Directors of the Company.
          Except as described above in this Item 4 and herein, the Reporting Person does not currently have any specific plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Person reserves the right to change plans and take any and all actions that the Reporting Person may deem appropriate to maximize the value of his investments, including, among other things, purchasing or otherwise acquiring additional securities of the Company, selling or otherwise disposing of any securities of the Company beneficially owned by him, in each case in the open market or in privately negotiated transactions or formulating other plans or proposals regarding the Company or its securities to the extent deemed advisable by the Reporting Person in light of his general investment policies, market conditions, subsequent developments affecting the Company and the general business and future prospects of the Company. The Reporting Person may take any other action with respect to the Company or any of the Company’s debt or equity securities in any manner permitted by applicable law.
Item 5. Interest in Securities of the Issuer
          (a) Miller may be deemed to beneficially own 1,009,051 Shares (11.6% of the outstanding Shares, based on 8,734,214 Shares outstanding pursuant to the Company’s Form 10-Q filed on May 13, 2008). As of the date hereof, 920,793 of such beneficially owned Shares are owned of record by Trust A-4; 40,823 of such beneficially owned Shares are owned of record by Milfam II L.P; and 47,435 of such beneficially owned Shares are owned of record by Miller directly.
          (b) Miller may be deemed to have shared voting and dispositive power for all such shares held of record by Trust A-4. Miller may be deemed to have sole voting and dispositive power for all such shares held of record by Milfam II L.P, and Miller directly.
          (c) Not Applicable.
          (d) Other than Shares held directly by Mr. Miller, persons other than Miller have the right to

 

 

receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported securities.
          (e) Not Applicable.
Item 6.  Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
          Not Applicable.
Item 7. Materials to be Filed as Exhibits:
          Not Applicable.

 

 

          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 6, 2008
         
  By:   /s/ Lloyd I. Miller, III    
    Lloyd I. Miller, III   
       
 

 

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