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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
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 17, 1998
UNIFIED FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-22629 35-1797759
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
431 NORTH PENNSYLVANIA STREET
INDIANAPOLIS, INDIANA 46204-1873
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (317) 634-3301
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ITEM 2. ACQUISITION OF ASSETS
Effective as of December 17, 1998, and pursuant to the terms
of that certain Agreement and Plan of Merger, dated as of October 16, 1998,
by and among Unified Financial Services, Inc. ("Unified"), Equity
Acquisition Corporation ("EAC"), a wholly owned subsidiary of Unified,
Equity Underwriting Group, Inc. ("Equity"), John R. Owens and D. Richard
Meyer, as amended by that certain First Amendment to Agreement and Plan of
Merger, dated as of December 14, 1998 (collectively, the "Equity Merger
Agreement"), Unified acquired Equity through the merger of EAC with and
into Equity (the "Equity Merger"). In connection with such transaction,
Unified issued 241,745 shares of common stock, $0.01 par value, of Unified
("Unified Common Stock") in exchange for all of the outstanding shares of
common stock, no par value, of Equity. The purchase price paid in
connection with the Equity Merger was determined through arm's-length
negotiations among the parties to the Equity Merger Agreement. Upon the
closing of the Equity Merger, John R. Owens was appointed a Class II
director of the Board of Directors of Unified to serve until the 1999
Annual Meeting of Stockholders, until his successor shall have been duly
elected and qualified, or until his death or earlier resignation or removal
from office. At this time, it is expected that the Board of Directors of
Unified will nominate Mr. Owens for re-election as a Class II director at
the 1999 Annual Meeting of Stockholders.
Effective as of December 17, 1998, and pursuant to the terms
of that certain Agreement and Plan of Merger, dated as of October 16, 1998,
by and among Unified, CPFC Acquisition Corporation ("CAC"), a wholly owned
subsidiary of Unified, Commonwealth Premium Finance Corporation ("CPFC"),
John R. Owens and D. Richard Meyer, Unified acquired CPFC through the
merger of CAC with and into CPFC (the "CPFC Merger"). In connection with
such transaction, Unified issued 12,800 shares of Unified Common Stock in
exchange for all of the outstanding shares of common stock, no par value,
of CPFC. The purchase price paid in connection with the CPFC Merger was
determined through arm's-length negotiations among the parties to the CPFC
Merger Agreement.
Equity, which is headquartered in Lexington, Kentucky, is a
holding company for Equity Insurance Managers, Inc., Equity Insurance
Managers of Illinois, LLC, 21st Century Claims Service, Inc., Equity
Insurance Administrators, Inc. and Z-Net Communications, Inc. which
provides through its subsidiaries specialty insurance products as a general
agent or as a broker and currently provides service in the States of
Kentucky, Tennessee, West Virginia, Ohio, Indiana and Illinois. Equity
writes insurance products for the insureds primarily in niche areas in the
insurance marketplace that are considered more "non-standard," representing
a higher risk of insured. Equity provides Unified with a base from which
to consolidate managing general agencies ("MGAs") in the property and
casualty insurance industry and creates an opportunity to utilize the
managing general agents, already part of the MGA's existing and profitable
income statement, as a nationwide "no-load" distribution network for
Unified's products and services. Equity also provides the base from which
a life insurance subsidiary will be formed or acquired to further advance
Unified's vertical integration strategy.
CPFC, which is headquartered in Lexington, Kentucky, provides
financing for the payment of premiums on insurance coverages placed by
Equity and will work closely with Equity to accomplish Unified's
consolidation, distribution and service strategy in the property and
casualty insurance industry.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
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Pursuant to Item 7(a)(4) of Form 8-K, Unified will file the
required financial statements with respect to Equity by an amendment to
this Current Report on Form 8-K as soon as is practicable, but not later
than 60 days after the date that this report is required to be filed.
(b) Pro Forma Financial Information.
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Pursuant to Item 7(b)(2) of Form 8-K, Unified will file the
required pro forma financial information with respect to the acquisition of
Equity by an amendment to this Current Report on Form 8-K as soon as is
practicable, but not later than 60 days after the date that this report is
required to be filed.
(c) Exhibits. See Exhibit Index.
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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.
UNIFIED FINANCIAL SERVICES, INC.
Dated: December 23, 1998 By: /s/Timothy L. Ashburn
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Timothy L. Ashburn
Chairman, President and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated October 16, 1998, by and among
Unified Financial Services, Inc., Equity Acquisition Corporation,
Equity Underwriting Group, Inc., John R. Owens and D. Richard
Meyer, filed as Exhibit 2.2 to the Unified Financial Services,
Inc. Current Report on Form 8-K dated October 16, 1998, is
incorporated herein by reference.
2.2 First Amendment to Agreement and Plan of Merger, dated December
14, 1998, by and among Unified Financial Services, Inc., Equity
Acquisition Corporation, Equity Underwriting Group, Inc., John R.
Owens and D. Richard Meyer.
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Exhibit 2.2
FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
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This Amendment to the Agreement and Plan of Merger (the
"Amendment") is made and entered into this 14th day of December 1998 by
and among Unified Financial Services, Inc., a Delaware corporation
("Unified"), Equity Acquisition Corporation, a Kentucky corporation and
wholly owned subsidiary of Unified ("Merger Sub" and, collectively with
Unified, the "Buyers"), Equity Underwriting Group, Inc., a Kentucky
corporation ("Seller"), and John R. Owens and D. Richard Meyer,
shareholders of Seller ("Shareholders").
WITNESSETH:
WHEREAS, Unified, Merger Sub, Seller and Shareholders
entered into that certain Agreement and Plan of Merger dated October 16,
1998 (the "Agreement"); and
WHEREAS, the respective Boards of Directors of Unified,
Merger Sub and Seller as well as Shareholders have heretofore approved
the merger of Merger Sub with and into Seller; and
WHEREAS, each of Unified, Merger Sub, Seller and
Shareholders believes that based upon events subsequent to October 16,
1998, certain provisions of the Agreement should be amended to change
the following: (i) the Exchange Ratio; (ii) the representation and
warranty pertaining to the capitalization of Seller; and (iii) the
representation and warranty pertaining to the accuracy of information.
NOW THEREFORE, in consideration of the premises and the
agreements herein contained, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree that the Agreement is
hereby amended in each of the following respects:
(1) Section 1.7(b) is hereby amended in its entirety
to read as follows:
"1.7 Conversion of Securities.
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(b) Subject to Sections 1.9, 1.11 and 1.12 hereof,
each share of common stock, no par value per share, of
Target ("Target Common Stock") issued and outstanding
immediately prior to the Effective Time shall cease to be
outstanding and shall be converted into and become the right
to receive 5291.3035 shares (the "Exchange Ratio") of common
stock of Buyer, par value $0.01 per share, and the
associated "Rights" under the "Rights Agreement," as those
terms are defined in Section 3.2 hereof ("Buyer Common
Stock"); provided, however, that any Target Common Stock
held by Target, Buyer or any of their respective
Subsidiaries (as defined in Rule 1-02 of Regulation S-X
promulgated by the Securities and Exchange Commission (the
"SEC')), in each case other than in a fiduciary capacity or
as a result of debts previously contracted, shall be
canceled and shall not be exchanged for shares of Buyer
Common Stock. The Exchange Ratio was computed by dividing
(i) the total number of shares of Target Common Stock that
were issued and outstanding on the date of this Agreement
into (ii) 241,745, the aggregate number of shares of Buyer
Common Stock to be issued in the Merger."
(2) Section 2.3(a) is hereby amended to read as follows:
"2.3. Capitalization.
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(a) Target. The authorized capital stock of Target
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consists of solely One Thousand (1,000) shares of Target
Common Stock, of which 45.68723 shares are outstanding (the
"Target Shares") and held of record beneficially by the
shareholders identified on Schedule 2.3. All treasury
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shares of Target are identified on Schedule 2.3. Except as
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set forth on Schedule 2.3, each Shareholder owns, or record
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and beneficially, the Target Shares set forth on Schedule
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2.3 as owned by him, free and clear of all liens, claims,
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charges, options, encumbrances, agreements, mortgages,
pledges, security interests or restrictions (each, a "Lien"
and, collectively, the "Liens"). All of the Target Shares
are duly authorized, validly issued, fully paid and
nonassessable. With the exception of the Target Shares,
there are no Equity Securities of Target which have been
authorized or which are outstanding. There is no stock
appreciation, phantom stock, profit participation, success
fee or similar right (individually and collectively,
"Appreciation Rights") with respect to Target, that has been
authorized or which is outstanding. There are no voting
trusts, proxies or other agreements or understandings with
respect to the voting of the capital stock of Target.
Target is not subject to any obligation (contingent or
otherwise) to repurchase or otherwise acquire retire any
shares of its capital stock."
(3) Section 3.8 is hereby amended to read as follows:
"3.8 Accuracy of Information. The statements contained in
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this Agreement, the Schedules and in any other written
document executed and delivered by or on behalf of Buyer
pursuant to the terms of this Agreement, including any
certificate delivered in connection with the opinion
described in Section 9.3, are true and correct in all
material respects, and such statements and documents do not
omit any material fact necessary to make the statements
contained herein or therein not misleading."
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Other than as amended hereby, the Agreement remains in
full force and effect. This Amendment may be executed in several
counterparts, each of which shall be deemed the original, but all of
which together constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the day and year first above written.
UNIFIED FINANCIAL SERVICES, INC.
By: /s/ Timothy L. Ashburn
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Timothy L. Ashburn, Chairman,
President and Chief Executive
Officer
EQUITY ACQUISITION CORPORATION
By: /s/ Timothy L. Ashburn
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Timothy L. Ashburn, President
EQUITY UNDERWRITING GROUP, INC.
By: /s/ John R. Owens
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John R. Owens, President
"SHAREHOLDERS"
/s/ John R. Owens
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John R. Owens
/s/ D. Richard Meyer
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D. Richard Meyer
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