UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
SCHEDULE 13E-3
(Final Amendment)
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
UNIFIED FINANCIAL SERVICES, INC.
(Name of Issuer)
UNIFIED FINANCIAL SERVICES, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
_________________
John S. Penn
President and Chief Executive Officer
Unified Financial Services, Inc.
2353 Alexandria Drive
Lexington, Kentucky 40504
(859) 514-6174
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
_________________
with copies to:
Joseph G. Connolly, Jr.
Hogan & Hartson L.L.P.
555 13th Street, N.W.
Washington, D.C. 20004
(202) 637-5600
This statement is filed in connection with (check the appropriate box):
a. |X| The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b. |_| The filing of a registration statement under the Securities Act of
1933.
c. |_| A tender offer.
d. |_| None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: |X|
Check the following box if the filing is a final amendment reporting the
results of the transaction: |_|
Calculation of Filing Fee
- ------------------------------------- ------------------------------------------
Transaction Valuation (1) Amount of Filing Fee (2)
$402,545 $81.00
- ------------------------------------- ------------------------------------------
(1) Pursuant to Rule 0-11(b) under the Securities Exchange Act of 1934, the
value of the securities proposed to be acquired consists of the estimated
$402,545 of cash to be paid in lieu of the issuance of fractional shares of
common stock in the reverse stock split.
(2) The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended, equals 1/50th of one
percent of the cash to be paid in lieu of fractional shares.
|X| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $81.00 Filing Party: Unified Financial Services, Inc.
Form or Registration No.: Schedule 13E-3 Date Filed: March 22, 2004
RULE 13e-3 TRANSACTION STATEMENT
This Schedule 13E-3 Final Amendment is filed by Unified Financial Services,
Inc., a Delaware corporation (the "Company"), pursuant to Section 13(e) of the
Securities Exchange Act of 1934 and Rule 13e-3 thereunder. At the Company's
annual meeting of stockholders held on May 25, 2004 (the "annual meeting"), the
Company's stockholders approved a proposal (the "Reverse Stock Split Proposal")
to approve an amendment to the Company's Amended and Restated Certificate of
Incorporation (the "Certificate of Amendment") that would provide for the
conversion and reclassification of each 500 outstanding shares of the Company's
common stock into one share of common stock in a reverse stock split (the
"Reverse Stock Split"). Of the 2,767,092 shares of common stock outstanding as
of the record date for, and entitled to vote at, the annual meeting, 2,014,809
votes were cast "For" and 72,548 votes were cast "Against" the Reverse Stock
Split Proposal. There were 7,272 abstentions.
The Company filed the Certificate of Amendment with the Secretary of State
of the State of Delaware on May 27, 2004 to effect the Reverse Stock Split.
Concurrently with the filing of this Schedule 13E-3 Final Amendment, the Company
is filing with the Securities and Exchange Commission a Form 15 to terminate the
registration of the Company's common stock under Section 12(g) of the Securities
Exchange Act of 1934.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
UNIFIED FINANCIAL SERVICES, INC.
By: /s/ John S. Penn
John S. Penn
President and Chief Executive Officer
Dated: May 28, 2004