<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
PREMIER RESEARCH WORLDWIDE, LTD.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
740568 10 0
(CUSIP Number)
James H. Carll, Esq.
Archer & Greiner, One Centennial Square, Haddonfield, NJ 08033
(609-795-2121)
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 18, 1998
(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-l(b)(3) or (4), check the following box[ ].
Check the following box if a fee is being paid with this statement [ ].
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).
(Continued on the following pages)
Page 1 of 11 Pages
<PAGE>
_______________________________________________________________________________
CUSIP No. 740568 10 0 13D
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
UM Holdings, Ltd. 22-1982496
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
00
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OR ORGANIZATION
New Jersey
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 0
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 0
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 0
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 0
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
HC and CO
______________________________________________________________________________
2
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_______________________________________________________________________________
CUSIP No. 740568 10 0 13D
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
UM Equity Corp. 22-3343565
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
00
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OR ORGANIZATION
New Jersey
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 2,815,450
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 0
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 2,815,450
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 0
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,815,450
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
______________________________________________________________________________
3
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_______________________________________________________________________________
CUSIP No. 740568 10 0 13D
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
UM Investment Corporation 51-0266463
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
wc
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 210,000
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 0
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 210,000
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 0
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
210,000
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
______________________________________________________________________________
4
<PAGE>
The persons filing this Schedule 13-D have directly or indirectly owned
in excess of 5% of the Common Stock of Premier Research Worldwide, Ltd. since
prior to the registration of such stock under the Securities Exchange Act of
1934, as amended, and accordingly have been exempted from the filing of
statements on Schedule 13-D pursuant to Section 13(d)(6)(B) under such Act.
Purchases of the Common Stock in excess of 2% of the outstanding shares of such
class have now necessitated the filing of this Schedule 13-D.
Item I - Security and Issuer.
This Statement relates to the common stock, $.01 par value ("Common
Stock"), of Premier Research Worldwide, Ltd. ("PRWW"). The principal executive
offices of PRWW are located at 124 S. 15th Street, Philadelphia, Pennsylvania
19102-3010.
Item 2 - Identity and Background.
This Statement is filed jointly by UM Holdings, Ltd., a New Jersey
corporation ("UM"), UM Equity Corp., a Delaware corporation ("UME"), and UM
Investment Corporation, a Delaware corporation ("UMI").
The principal business of UME, which is a wholly-owned subsidiary of
UM, is maintaining and managing investments. Its principal business and office
address is 103 Springer Boulevard, 3411 Silverside Road, Wilmington, Delaware
19810.
The principal business of UMI, which is a wholly-owned subsidiary of
UM, is maintaining and managing investments. Its principal place of business and
office address is 103 Springer Boulevard, 3411 Silverside Road, Wilmington,
Delaware 19810.
UM is a holding company. Companies which it owns or in which it has a
substantial equity interest, in addition to PRWW, provide management services to
providers of executive physicals and related services, manufacture and sell
exercise equipment, operate a commercial
5
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airline, develop, sell and distribute proprietary concrete products and provide
specialized staffing services. Its principal business and office address is 56
Haddon Avenue, Haddonfield, New Jersey O8033.
John Aglialoro and Joan Carter, who are married, own substantially all
of the outstanding capital stock of UM and accordingly are controlling persons
of UM.
Schedule I hereto sets forth the following information with respect to
such shareholders and each director and executive officer of UM, UME and UMI
(each of whom is a citizen of the United States):
(a) name;
(b) business address;
(c) present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
employment is conducted.
During the past five years neither UMI, UM, UME nor, to the best of
their respective knowledge, any person named in Schedule I has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been party to a civil proceeding as a result of which such person 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.
Internal funds in the approximate amount of $949,750 were utilized to
fund the purchases of Common Stock by UMI described in Schedule II hereto.
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Item 4 - Purpose of Transactions.
UM believes that the Common Stock of PRWW constitutes an attractive
investment opportunity at current market prices, and the purpose of the
acquisitions described in Schedule II hereto were to increase UM's investment
interest. While UM does not have any specific level of desired stock ownership,
it is UM's general intent to acquire from time to time additional shares of the
Common Stock, if available at favorable prices. UM also intends to review its
investment position from time to time. Depending upon such review, market and
business conditions and other factors, UM may, rather than increase its
position, choose to maintain the present level of investment or sell all or a
portion of its shares of the Common Stock.
UM believes that prior to the acquisitions of the Common Stock
described on Schedule II, it was the largest stockholder of PRWW. Due to such
preexisting ownership interest, UM believes that it has had and continues to
have a substantial ability to direct or materially influence management
decisions of PRWW; the recent purchases of PRWW Common Stock may increase such
ability.
Item 5- Interest in Securities of the Issuer.
As of the close of business on November 27, 1998, UME owns 2,815,450
shares of the Common Stock, representing 39.9% of the outstanding Common Stock
(all percentages set forth herein being based upon the outstanding shares as
indicated in PRWW's most recent available filing with the Securities and
Exchange Commission).
As of the close of business on November 27, 1998, UMI owns 210,000
shares of the Common Stock, representing 3.0% of the outstanding Common Stock.
UME and UMI each possesses the sole power to vote or to direct the vote
and to dispose or to direct the disposition of all shares of Common Stock owned
by it.
7
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Neither UM, UME nor UMI nor, to the best of their respective knowledge,
any of the persons listed on Schedule I hereto, beneficially owns any shares of
Common Stock, except (i) as listed above, and (ii) options to acquire 44,020
shares held by Mr. Hicks.
Schedule II hereto sets forth certain information with respect to all
transactions in the Common Stock effectuated by UMI during the sixty day period
ending November 27, 1998, all of which were market transactions by brokers
effectuated on its behalf. No transactions were effectuated during this period
by UM or UME or, to their knowledge, the persons listed on Schedule I.
Item 7 - Material to be Filed as Exhibits.
Exhibit 1 - Joint Filing Agreement dated November 27, 1998.
---------
- ---------------------------
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: November 27, 1998
/s/ John Aglialoro
--------------------------------------
John Aglialoro, Chairman
UM Holdings, Ltd., UM Equity Corp.
and UM Investment Corporation
8
<PAGE>
SCHEDULE I
Shareholders, Directors and Executive Officers
of
UM, UME and UMI
<TABLE>
<CAPTION>
Relationship
to UM, UME Principal
Name Business Address and UMI Occupation (1)
- ---- ---------------- ------------- --------------
<S> <C> <C> <C>
John Aglialoro UM Holdings, Ltd. Shareholder, Chairman
56 Haddon Avenue Director and of UM
Haddonfield, NJ 08033 Executive Officer
of UM; Director
and Executive
Officer of UME
and UMI
Joan Carter UM Holdings, Ltd. Shareholder, President of UM
56 Haddon Avenue Director and
Haddonfield, NJ 08033 Executive Officer
of UM; Director
and Executive
Officer of UME
and UMI
Arthur W. Hicks, Jr. UM Holdings, Ltd. Executive Officer Chief Financial
56 Haddon Avenue of UM; Executive Officer of UM
Haddonfield, NJ 08033 Officer and
Director of UME
and UMI
James H. Carll Archer & Greiner Director of UM, Member of the
One Centennial Square UME and UMI Law Firm of
Haddonfield, NJ 08033 Archer & Greiner
</TABLE>
(1) Address of employer is same as the individual's business address.
9
<PAGE>
SCHEDULE II
UM INVESTMENT CORP.
PRIOR SIXTY DAY PURCHASE HISTORY
# SHARES PRICE
DATE PURCHASED PER SHARE
---- --------- ---------
11/12/98 50,000 $4.78
11/17/98 50,000 $4.655
11/18/98 100,000 $4.78
10
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, the persons named below agree to the joint filing on behalf of each of
them of a Statement on Schedule 13D (including amendments thereto) with respect
to the common stock of Premier Research Worldwide, Ltd., and further agrees that
this Joint Filing Agreement be included as an Exhibit to such joint filings. In
evidence thereof the undersigned, being duly authorized, hereby execute this
Agreement this 27th day of November, 1998.
UM HOLDINGS, LTD.
By: /s/ John Aglialoro
-------------------------------
John Aglialoro, Chairman
UM EQUITY CORPORATION
By: /s/ John Aglialoro
-------------------------------
John Aglialoro, Chairman
UM INVESTMENT CORPORATION
By: /s/ John Aglialoro
-------------------------------
John Aglialoro, Chairman
11
