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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 31, 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 31, 1998, and pursuant to the terms of
that certain Agreement and Plan of Merger, dated as of October 16, 1998
(the "AmeriPrime Merger Agreement"), by and among Unified Financial
Services, Inc. ("Unified"), AmeriPrime Acquisition Corporation ("AAC"),
a wholly owned subsidiary of Unified, AmeriPrime Financial Services,
Inc. ("AmeriPrime") and Kenneth D. Trumpfheller, Unified acquired
AmeriPrime through the merger of AmeriPrime with and into AAC (the
"AmeriPrime Merger"). In connection with such transaction, Unified
issued 410,000 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 AmeriPrime. The purchase price paid in
connection with the AmeriPrime Merger was determined through arm's-
length negotiations among the parties to the AmeriPrime Merger
Agreement.
AmeriPrime, headquartered in Southlake, Texas, provides
administrative, regulatory, compliance and start-up support services to
investment advisors, banks and other money managers in their proprietary
mutual fund efforts. AmeriPrime provides mutual fund distribution
through its subsidiary, AmeriPrime Financial Securities, Inc., a NASD
broker-dealer registered in all 50 states. In addition, AmeriPrime
currently supports 28 mutual funds consisting of over $500 million in
assets.
ITEM 5. OTHER EVENTS
Effective as of December 22, 1998, and pursuant to the terms of
that certain Agreement and Plan of Merger, dated as of October 16, 1998
(the "Strategic Merger Agreement"), by and among Unified, Strategic
Acquisition Corporation ("SAC"), a wholly owned subsidiary of Unified,
Strategic Fund Services, Inc. ("Strategic") and F. Michael Gozzillo,
Unified acquired Strategic through the merger of Strategic with and into
SAC (the "Strategic Merger"). In connection with such transaction,
Unified issued 7,500 shares of Unified Common Stock in exchange for all
of the outstanding shares of common stock, no par value, of Strategic.
The purchase price paid in connection with the Strategic Merger was
determined through arm's-length negotiations among the parties to the
Strategic Merger Agreement.
Strategic, headquartered in New York, New York, provides mutual
fund administration services to smaller mutual funds and fund complexes,
utilizing a proprietary database. The goal of Strategic is to become an
extension of the investment advisor and thereby perform necessary fund
administration functions such as: monitoring fund compliance; financial
reporting, SEC filings; performance calculations; preparation of board
of director meeting materials; fund expense payment and analysis; and
oversight of the service provider of a given fund.
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 AmeriPrime 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 AmeriPrime 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: January 8, 1999 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 Agreement and Plan of Merger, dated October 16, 1998, by
and among Unified Financial Services, Inc., AmeriPrime
Acquisition Corporation, AmeriPrime Financial Services,
Inc. and Kenneth D. Trumpfheller, filed as Exhibit 2.1 to
the Unified Financial Services, Inc. Current Report on
Form 8-K dated October 16, 1998, is incorporated herein
by reference.
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