<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
United Financial Corp.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $1.00 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
81-4239109
- --------------------------------------------------------------------------------
(CUSIP Number)
Peter M. Kennedy
Eighteen Seventy Corporation
2 Manhattanville Road
Purchase, New York 10577
(914) 694-3999
- --------------------------------------------------------------------------------
(Name, Address, and Telephone Number of Person
Authorized To Receive Notices and Communications)
May 1, 1996
- --------------------------------------------------------------------------------
(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-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this 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 beneficial ownership of less than
five percent of such class. See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed
with the Securities and Exchange Commission. See Rule 13d-1(a) of the
Securities and Exchange Commission for other parties to whom copies are to be
sent.
<PAGE>
PAGE 2 OF 9
CUSIP No. 81-4239109
----------
* 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).
<PAGE>
PAGE 3 OF 9
CUSIP No. 81-4239109
----------
- ----------------------------------------------------------------------
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Eighteen Seventy Financial Inc.
13-3438193
- ----------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group:
(a)
(b) . . . x
- ----------------------------------------------------------------------
3) SEC Use Only
- ----------------------------------------------------------------------
4) Source of Funds . . . [WC]
- ----------------------------------------------------------------------
5) Check If Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e): [ ]
- ----------------------------------------------------------------------
6) Citizenship or Place of Organization:
The Reporting Person is a corporation organized
under the laws of the State of Delaware.
- ----------------------------------------------------------------------
Number of Shares Beneficially Owned by Each Reporting
Person with:
7) Sole Voting Power 120,000 shares
- ----------------------------------------------------------------------
8) Shared Voting Power N/A
- ----------------------------------------------------------------------
9) Sole Dispositive Power 120,000 shares
- ----------------------------------------------------------------------
10) Shared Dispositive Power N/A
- ----------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 120,000 shares
- ----------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares: [ ]
- ----------------------------------------------------------------------
13) Percent of Class Represented by Amount in
Row (11) 9.8%
- ----------------------------------------------------------------------
14) Type of Reporting Person CO
- ----------------------------------------------------------------------
<PAGE>
PAGE 4 OF 9
CUSIP No. 81-4239109
----------
- ----------------------------------------------------------------------
1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Eighteen Seventy Corporation
13-3130342
- ----------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group:
(a)
(b) . . . x
- ----------------------------------------------------------------------
3) SEC Use Only
- ----------------------------------------------------------------------
4) Source of Funds . . . N/A - See Item 5.
- ----------------------------------------------------------------------
5) Check If Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e): [ ]
- ----------------------------------------------------------------------
6) Citizenship or Place of Organization:
The Reporting Person is a corporation organized
under the laws of the State of Delaware.
- ---------------------------------------------------------------------
Number of Shares Beneficially Owned by Each Reporting
Person with:
7) Sole Voting Power N/A - See Item 5.
- ---------------------------------------------------------------------
8) Shared Voting Power N/A - See Item 5.
- ---------------------------------------------------------------------
9) Sole Dispositive Power N/A - See Item 5.
- ---------------------------------------------------------------------
10) Shared Dispositive Power N/A - See Item 5.
- ---------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: N/A - See Item 5.
- ---------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares: [ ]
- ---------------------------------------------------------------------
13) Percent of Class Represented by Amount in
Row (11) N/A
- ---------------------------------------------------------------------
14) Type of Reporting Person HC; CO
- ---------------------------------------------------------------------
<PAGE>
PAGE 5 OF 9
CUSIP No. 81-4239109
----------
Item 1. Securities and Issuer
- ------------------------------
This statement on Schedule 13D relates to shares of Common Stock, par
value $1.00 per share, of United Financial Corp. ("United"), a Minnesota
corporation with its principal executive offices at 601 First Avenue North,
Great Falls, Montana 59401.
United was created to be the parent holding company of United Savings
Bank, F.A. ("United Savings"), a federally chartered savings bank. United
acquired all of the issued and outstanding shares of United Savings Common Stock
in a transaction in which each outstanding share of United Savings Common Stock
was converted into one share of United Common Stock and United Savings became a
wholly owned subsidiary of United (said transaction being referred to herein as
the "Reorganization").
Prior to the consummation of the Reorganization, the Reporting Persons
had filed one statement on Schedule 13D and two amendments thereto with the
Federal Home Loan Bank Board and its successor, the Office of Thrift Supervision
("OTS"), with respect to their ownership of shares of United Savings. The most
recent amendment was filed with the OTS on June 14, 1989. The acquisition of
securities requiring the filing of this Schedule 13D resulted from the
conversion by operation of law of the Reporting Persons' shares of United
Savings Common Stock into an identical number of shares of United Common Stock,
and not from any action on the part of the Reporting Persons.
Item 2. Identity and Background
-----------------------
The Reporting Persons, Eighteen Seventy Corporation ("Eighteen Seventy"),
and Eighteen Seventy Financial Inc. ("Financial") (together, the "Reporting
Persons"), are both corporations duly organized and in good standing under the
laws of the State of Delaware. The address of the principal business and
principal office of each is 2 Manhattanville Road, Purchase, New York 10577.
<PAGE>
PAGE 6 OF 9
CUSIP No. 81-4239109
----------
Eighteen Seventy is a holding company which, through subsidiaries, holds
investments in securities and real estate. Financial is one such subsidiary
which invests in securities.
The directors and executive officers of the Reporting Persons and their
respective business addresses are as set forth in Schedule I attached hereto.
All are citizens of the United States. The positions listed for each such
individual in Schedule I, together with their employment with affiliates of the
Reporting Persons, constitute such individual's principal employment.
Peter M. Kennedy, Marie E. Kennedy and Peter M. Kennedy, III, are
collectively the majority stockholders of Eighteen Seventy and directors of both
of the Reporting Persons, and may be deemed to control Eighteen Seventy.
None of the Reporting Persons and none of the individuals listed in
Schedule I, during the past five years, (a) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors); or (b) was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such individual 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.
Item 3. Source and Amount of Funds or Other
Consideration
-----------------------------------
Because, as described in Item 1, above, the shares of United Common Stock
to which this statement relates were acquired by operation of law, no cash or
other consideration was paid for these shares. The aggregate purchase price for
the 120,000 shares of United Common Stock owned by the Reporting Persons prior
to the Reorganization was $850,650.56. Funds for the acquisition have been
derived from consolidated working capital of the Reporting Persons, and the
shares are held free of any lien at this time.
<PAGE>
PAGE 7 OF 9
CUSIP No. 81-4239109
----------
Item 4. Purpose of Transaction
----------------------
The shares of United Savings Common Stock acquired by the Reporting
Persons prior to the Reorganization were acquired by the Reporting Persons for
investment purposes. The Reporting Persons continue to hold the shares of United
Common Stock to which this statement relates for investment purposes. The
Reporting Persons might, from time to time, acquire additional securities of
United or dispose of some or all of the shares of United Common Stock they have
acquired, in the open market or in privately negotiated transactions or
otherwise, depending on price, availability of shares, the Reporting Persons'
views of the business and prospects of United and other factors deemed relevant
by the Reporting Persons. One component of the Reporting Persons' investment
strategy may be the hedging of its investment in the United Common Stock by such
techniques as the sale of call options on, or short-sales against the box of,
shares of United. To the extent employed, such techniques might involve the
encumbrancing of an equivalent portion of Financial's holdings of United Common
Stock shares.
Regulations of the OTS prohibit any person or group of persons acting in
concert from acquiring "control" of a savings bank such as United Savings
without prior regulatory approval from the OTS. Under the regulations,
"control" is rebuttably presumed, among other things, when a person or group
acting in concert has acquired "beneficial ownership" of more than 10% of the
outstanding shares of any class of the "voting stock" of the savings bank in
question, provided one or more "control factors" is present.
At the present time the Reporting Persons do not intend to increase their
holdings of United Common Stock to 10% or more of the total shares outstanding.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) The aggregate number and percentage of the class of securities to
which this amendment relates which are beneficially owned by each of the
Reporting Persons are as follows:
<PAGE>
PAGE 8 OF 9
CUSIP No. 81-4239109
----------
Number of Percentage
Shares of Class
---------- -----------
Financial* 120,000 9.8%
* Financial directly owns all of the reported shares of United. Financial is
a wholly owned subsidiary of Eighteen Seventy.
(b) Financial has sole power to vote and dispose or direct the
disposition of all 120,000 shares of United Common Stock to which this statement
relates.
(c) No transactions in United Common Stock were effected by Financial
during the past sixty days.
(d) Except as described herein, no person other than the Reporting
Persons has the right to receive or the power to direct the receipt of dividends
from or the proceeds of the sale of the shares of United Common Stock reported
in this statement.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities
of the Issuer
------------------------------------------
Not applicable.
Item 7. Material to Be Filed as Exhibits
--------------------------------
Not applicable.
<PAGE>
PAGE 9 OF 9
CUSIP No. 81-4239109
----------
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.
August 30, 1996 EIGHTEEN SEVENTY FINANCIAL INC.
- ---------------
(Date)
By: /s/ Peter M. Kennedy
--------------------------
Its President
----------------------
Peter M. Kennedy
August 30, 1996 EIGHTEEN SEVENTY CORPORATION
- ---------------
(Date)
By: /s/ Peter M. Kennedy, III
--------------------------
Its President
----------------------
Peter M. Kennedy, III
<PAGE>
SCHEDULE I
----------
A. The directors and executive officers of Financial are as follows:
Name Business Address Title
----- ---------------- -----
Peter M. Kennedy 2 Manhattanville Road President and Director
Purchase, NY 10577
Peter M. Kennedy, III 2 Manhattanville Road Vice President and
Purchase, NY 10577 Director
Marie E. Kennedy 2 Manhattanville Road Vice President,
Purchase, NY 10577 Assistant Secretary
and Director
John J. Kennedy 2 Manhattanville Road Vice President,
Purchase, NY 10577 Secretary and Director
John P. McDonnell 2 Manhattanville Road Vice President,
Purchase, NY10577 Treasurer and Assistant
Secretary
Robert L. Nosworthy 2 Manhattanville Road Vice President and
Purchase, NY 10577 Assistant Secretary
Carol Lawrence 2 Manhattanville Road Assistant Secretary
Purchase, NY 10577
B. The directors and executive officers of Eighteen Seventy are as
follows:
Name Business Address Title
---- ---------------- -----
Peter M. Kennedy 2 Manhattanville Road Chairman of the Board
Purchase, NY 10577 and Director
Peter M. Kennedy, III 2 Manhattanville Road President and
Purchase, NY 10577 Director
Marie E. Kennedy 2 Manhattanville Road Vice President,
Purchase, NY 10577 Assistant Secretary
and Director
John J. Kennedy 2 Manhattanville Road Vice President,
Purchase, NY 10577 Secretary and Director
<PAGE>
John P. McDonnell 2 Manhattanville Road Vice President,
Purchase, NY 10577 Treasurer and
Assistant Secretary
Robert L. Nosworthy 2 Manhattanville Road Vice President and
Purchase, NY 10577 Assistant Secretary
Carol Lawrence 2 Manhattanville Road Assistant Secretary
Purchase, NY 10577
-ii-
