SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under The Securities Exchange Act of 1934
(Amendment No. 3 )*
Unique Mobility, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
909154 10 6
(CUSIP Number)
D. Stephen Antion, Esq.
O'Melveny & Myers LLP
1999 Avenue of the Stars, Los Angeles, CA 90067, Telephone (310) 553-6700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 4, 1999
(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 [ ].
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*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 f 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>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EV Global Motors Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES OF BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
453,464 shares.**
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
453,464 shares.**
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,464 shares.**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** All of such shares are held of record by EV Global Motors Company.
LKL Family Limited Partnership, Lee Iacocca & Associates, Inc. and
Lido A. Iacocca are each control persons of EV Global Motors
Company.
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LKL Family Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A**
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES OF BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
453,464 shares.**
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
453,464 shares.**
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,464 shares.**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** All of such shares are held of record by EV Global Motors
Company.
LKL Family Limited Partnership, Lee Iacocca & Associates, Inc. and
Lido A. Iacocca are each control persons of EV Global Motors
Company.
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lee Iacocca & Associates, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A**
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
NUMBER OF SHARES OF BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
453,464 shares.**
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
453,464 shares.**
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,464 shares.**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** All of such shares are held of record by EV Global Motors Company.
LKL Family Limited Partnership, Lee Iacocca & Associates, Inc.
and Lido A. Iacocca are each control persons of EV Global Motors
Company.
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lido A. Iacocca
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A**
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES OF BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
460,767 shares.**
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
460,767 shares.**
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
460,767 shares.**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** 453,464 of such shares are held of record by EV Global Motors
Company and 5,333 of such shares are subject to currently exercisable
options held of record by Mr. Iacocca. LKL Family Limited
Partnership, Lee Iacocca & Associates, Inc. and Lido A. Iacocca
are each control persons of EV Global Motors Company.
<PAGE>
This Amendment No. 3 amends the information contained in the
Statement on Schedule 13D filed by EV Global Motors Company, LKL
Family Limited Partnership, Lee Iacocca & Associates, Inc. and
Lido A. Iacocca on June 27, 1997, as amended by that certain
Amendment No. 1 to Schedule 13D filed by such persons on
February 26, 1998 and by that certain Amendment No. 2 to Schedule
13D filed by such persons on May 10, 1999, and is being filed on
behalf of such persons pursuant to Rule 13d-2 promulgated under
the Securities Exchange Act of 1934, as amended (the "Act").
ITEM 2. IDENTITY AND BACKGROUND
Schedule A is amended by deleting it in its entirety and
replacing it with Schedule A hereto.
ITEM 4. PURPOSE OF TRANSACTION
The information contained herein amends and supplements the
information contained in Item 4 of Amendment No. 2 to this
Schedule 13D.
In August 1997, Lee Iacocca became a director of the Company
and, in addition to being granted 2,000 shares of the Company's
Common Stock, was granted options to purchase 16,000 shares of
the Company's Common Stock pursuant to the Unique Mobility, Inc.
Stock Option Plan for Non-Employee Directors (the "Director
Plan"). Such options vest in three equal installments, the first
of which vested in August 1998. Accordingly, 5,333 of such
options are currently exercisable, and 5,333 additional options
are exercisable within 60 days of the date hereof. In September
1998, Mr. Iacocca was granted an additional 16,000 options
pursuant to the Director Plan. Such options vest in three equal
installments, commencing on each anniversary of the grant date.
Accordingly, 5,333 of such options are exercisable within 60 days
of the date hereof.
On August 4, 1999, EV Global disposed of 525,400 shares of
the Company's Common Stock in a privately negotiated transaction
to Terra Healthy Living Ltd. This transaction was undertaken to
raise proceeds for EV Global's participation in a joint venture
to engage in the environmentally sensitive development of
Windermere Island in The Bahamas by Windermere Eco Development
Limited, a Bahamian company ("WED"), as further described below.
The Company is also participating in this joint venture. Terra
Healthy Living Ltd. is a wholly owned subsidiary of Terra Trust
Investment AG. Martin Brenner is President of Terra Trust
Investment AG. Mr. Brenner is also the Chief Executive Officer
of one of the Company's existing shareholders, Versicherungs
Treuhand Zurich AG, the Swiss company that is the sponsor of the
Windermere Island development.
In December 1998, EV Global agreed to loan up to $4,725,000
to WED. The maximum amount of the loan has since been increased
to $5,225,000, with EV Global having the right to convert the
loan into approximately 50.4% of the total outstanding equity of
WED. The Company has a 9.57% participation interest in the loan
and, if the loan is converted, the right to convert its
participation interest into the appropriate number of shares of
WED. The sale of the 525,400 shares of the Company's Common
Stock was in order for EV Global to raise funds to make the loan.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended by deleting it in its entirety and replacing it
with the following:
(a)-(b) As of August 4, 1999, the Reporting Persons and the
other persons identified in Item 2 of this Schedule 13D
beneficially owned the number and percentage of shares of the
Company's common stock indicated below:
<TABLE>
<S> <C> <C>
Number Percentage of
Name of Shares Outstanding Shares(1)
EV Global Motors Company 453,464 2.7%
LKL Family Limited Partnership 453,464(2) 2.7%
Lee Iacocca & Associates, Inc. 453,464(2) 2.7%
Lido A. Iacocca 460,767(3) 2.8%(4)
- ---------------
(1) Based upon 16,568,522 shares of the Company's common stock
reported to be outstanding at June 14, 1999 in the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
December 31, 1998.
(2) These shares are owned by EV Global. EV Global has the sole
power to vote and dispose of all of the shares owned by it.
See Item 2.
(3) 453,464 of these shares are owned by EV Global. EV Global
has the sole power to vote and dispose of all of the shares
owned by it. 2,000 of these shares are owned by Lido A.
Iacocca and 5,333 of these shares are subject to currently
exercisable options owned by Mr. Iacocca. Mr. Iacocca has
the sole power to vote and dispose of all of the shares and
options owned by him. See Item 2.
(4) Based on 16,573,855 outstanding shares of the Company's
Common Stock, which amount is equal to the number of shares
of the Company's Common Stock reported to be outstanding at
June 14, 1999 in the Company's Annual Report on Form 10-K
for the year ended March 31, 1999 plus the 5,333 shares that
would be issued upon Mr. Iacocca's exercise of his 5,333
currently exercisable options.
(c) The last two paragraphs of Item 4 are incorporated
herein by reference.
(d) No other person has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, the Shares set forth above.
(e) On August 4, 1999, each of EV Global Motors Company,
LKL Family Limited Partnership, Lee Iacocca & Associates and Lido
A. Iacocca ceased to be the beneficial owner of more than five
percent of the Company's Common Stock. See Item 4.
</TABLE>
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP
WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is amended by deleting paragraph (f) in its entirety and
replacing it with paragraph (f) below:
(f) Upon becoming a director of the Company in August 1997,
Mr. Iacocca was issued 2,000 shares of the Company's common
stock, and was granted options to purchase 16,000 shares of
the Company's common stock pursuant to the Unique Mobility,
Inc. Stock Option Plan for Non-Employee Directors (the
"Director Plan"). Such options vest in three equal
installments, the first of which vested in August 1998.
Accordingly, 5,333 of such options are currently exercisable
and 5,333 additional options will be exercisable within 60
days of the date hereof. Mr. Iacocca was also granted
options to purchase 16,000 shares of the Company's common
stock pursuant to the Director Plan on September 14, 1998.
The options become exercisable in three equal annual
installments commencing on each anniversary of the grant
date. Accordingly, no options are currently exercisable,
and 5,333 of such options will be exercisable within 60 days
of the date hereof.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is amended by adding the following Exhibit:
Item 7.10 Agreement of Joint Filing by and among EV Global, LKL,
LIA and Lido A. Iacocca dated August 13, 1999.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the undersigneds'
knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Dated: August 13, 1999
EV GLOBAL MOTORS COMPANY, a California
corporation
By: /s/ Lido A. Iacocca
-------------------------------
Name: Lido A. Iacocca
Title: Chief Executive Officer
LKL FAMILY LIMITED PARTNERSHIP
By: LEE IACOCCA & ASSOCIATES, INC.
--------------------------------
Its General Partner
By: /s/ Lido A. Iacocca
-------------------------------
Name: Lido A. Iacocca
Title: President
LEE IACOCCA & ASSOCIATES, INC., a Michigan
corporation
By: /s/ Lido A. Iacocca
--------------------------
Name: Lido A. Iacocca
Title: President
/s/ Lido A. Iacocca
-------------------
Lido A. Iacocca
<PAGE>
Schedule A
Directors and Executive Officers
The name, present principal occupation and present business
address of each executive officer and director of EV Global Motors
Company and Lee Iacocca & Associates, Inc. are set forth below.
All of the persons listed below are United States citizens.
I. EV GLOBAL MOTORS COMPANY
<TABLE>
<S> <C> <C> <C>
Position with EV
Global Motors Present Principal Business
Name Company Occupation Address
Lido A. Iacocca Chairman and Chairman and 10900 Wilshire
Chief Executive Chief Executive Boulevard
Officer, Officer of EV Suite 310
Director Global Motors Los
Angeles, CA
Company 90024
John Dabels Consultant Consultant to 10900 Wilshire
EV Global Boulevard
Motors Company Suite 310
Los
Angeles, CA
90024
Irene DiVito Vice President of Vice President of 10900 Wilshire
Communications, Communications, Boulevard
Secretary, and Treasurer Suite 310
Treasurer, of EV Global Los Angeles, CA
Director Motors Company 90024
II. LEE IACOCCA & ASSOCIATES, INC.
Position with Lee
Iacocca & Present Principal Present
Name Associates, Inc. Occupation Business
Address
Lido A. Iacocca President, Sole Chairman and 10900 Wilshire
Chief Boulevard
Director Executive Officer Suite 310
of EV Global Los Angeles, CA
Motors Company 90024
Lia Iacocca Secretary Consultant 48285 Monterra
Assad Circle West
Palm Desert, CA
92660
</TABLE>
<PAGE>
Exhibit 7.10
Agreement of Joint Filing
(Pursuant to Rule 13d-1(f)(2))
August 13, 1999
EV Global Motors Company ("EV Global"), the LKL Family
Limited partnership, a Delaware limited partnership ("LKL"), Lee
Iacocca & Associates, Inc., a Michigan corporation ("LIA"), and
Lido A. Iacocca hereby agree that an Amendment No. 3 to
Securities and Exchange Commission ("SEC") Schedule 13D dated,
August 13, 1999, and relating to the Common Stock, $0.01 par
value, of Unique Mobility, Inc., a Colorado corporation (the
"Issuer"), shall be jointly filed on behalf of each of them with
the SEC, the American Stock Exchange, the Boston Stock Exchange,
the Pacific Stock Exchange, the Chicago Stock Exchange and the
Issuer.
EV Global, LKL, LIA and Lido A. Iacocca further agree
and understand that they are not members of a group for purposes
of acquiring, selling or voting the securities of the Issuer and
that they have not entered into any agreement to act in concert
with relation to the securities of the Issuer.
EV GLOBAL MOTORS COMPANY
By: /s/ Lido A. Iacocca
Name: Lido A. Iacocca
Title: Chief Executive Officer
LKL FAMILY LIMITED PARTNERSHIP
By: LEE IACOCCA & ASSOCIATES, INC.
Its General Partner
By: /s/ Lido A. Iacocca
Name: Lido A. Iacocca
Title: President
LEE IACOCCA & ASSOCIATES, INC.
By: /s/ Lido A. Iacocca
Name: Lido A. Iacocca
Title: President
/s/ Lido A. Iacocca
Lido A. Iacocca
