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UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.____)*
Unit Instruments, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
90921C100
(CUSIP Number)
Vicki Z. Holleman
c/o Loeb Partners Corporation
61 Broadway, N.Y., N.Y., 10006 (212) 483-7047
(Name, address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 2, 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-1(b)(3) or (4), check the following box [ ]. Check
the following box if a fee is being paid with statement [ ]. (A fee is not
required only if the following reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described is Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page. The information required on
the remained 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).
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SCHEDULE 13D
CUSIP NO. 90921C100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Partners Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, O
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 7 SOLE VOTING POWER
SHARES 13,616 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 10,438 Shares of Common stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 13,616 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
10,438 Shares of Common stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,054 Shares of Common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON*
PN, BD, IA
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SCHEDULE 13D
CUSIP NO. 90921C100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Arbitrage Fund
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 190,787 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 190,787 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
190,787 Shares of Common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.78%
14 TYPE OF REPORTING PERSON*
PN, BD
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Item 1. Security and Issuer.
This statement refers to the Common Stock of Unit Instruments, Inc., 22600 Savi
Ranch Parkway, Yorba Linda, CA., 92887. Michael J. Doyle is the President.
Item 2. Identity and Background.
Loeb Arbitrage Fund ("LAF"), 61 Broadway, New York, New York, 10006, is a New
York limited partnership. It is a registered broker/dealer. Its general partner
is Loeb Arbitrage Management, Inc., ("LAM"), a Delaware corporation, with the
same address. Its President is Arthur E. Lee, who is also an Executive Vice
President of Loeb Partners Corporation. The other officers of LAM are Thomas L.
Kempner, Chairman of the Board, Irwin D. Rowe, Vice President and Secretary and
Peter A. Tcherepnine, Vice President. Loeb Partners Corporation ("LPC"), 61
Broadway, New York, New York, 10006, is a Delaware corporation. It is a
registered broker/dealer and a registered investment adviser. Thomas L. Kempner
is its President and a director and its Chief Executive Officer. Irwin D. Rowe
is an Executive Vice President and also a director of LPC. Norman N. Mintz is a
Vice President and also a director. Loeb Holding Corporation ("LHC"), a Maryland
corporation, 61 Broadway, New York, New York, 10006 is the sole stockholder of
Loeb Arbitrage Management, Inc. and LPC. Thomas L. Kempner is its President and
a director as well as its Chief Executive Officer and majority stockholder.
Irwin D. Rowe is a director of LHC, as are Robert Krones, Edward E. Matthews and
Norman N. Mintz. Mr. Matthews' address is 70 Pine Street, New York, New York
10270. The business address of the other individuals is 61 Broadway, New York,
New York, 10006. All of the individuals named are United States Citizens. None
have within the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or have been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding have been or are 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
violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Compensation.
Shares of Common Stock were acquired by LAF and LPC in margin accounts
maintained with Bear Stearns Securities Corp.
Item 4. Purpose of Transaction.
LAF and LPC have acquired shares of Common Stock for investment purposes. LAF
and LPC reserve the right to sell shares of Common Stock or to acquire
additional shares in open market transactions or otherwise.
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Item 5. Interest in Securities of the Issuer.
(a) The persons reporting hereby owned the following shares of Stock as of
December 3, 1998.
Shares of Common Stock
Loeb Arbitrage Fund 190,787
Loeb Partners Corporation* 24,954
214,841
The total shares of Common Stock constitute 5.38% the 3,995,118 outstanding
shares of Common Stock as reported by the issuer.
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* Including 10,438 shares of Common Stock purchased for the accounts of two
customers of Loeb Partners Corporation as to which it has investment discretion.
(b) See paragraph (a) above.
(c) The following purchases of Common Stock have been made in the last sixty
(60) days by the following:
Purchases of Common Stock
Holder Date Shares Average Price
Loeb Arbitrage Fund 11-04-98 2640 $6.76
11-04-98 4400 6.89
11-12-98 3880 8.50
11-13-98 26460 8.16
11-16-98 4400 8.08
11-17-98 7055 8.26
11-18-98 875 8.26
11-18-98 875 8.26
11-19-98 1320 8.26
11-20-98 875 8.26
11-20-98 3085 8.39
11-24-98 5910 8.52
11-24-98 2640 8.58
11-24-98 5290 8.71
11-30-98 1760 8.89
12-02-98 7495 8.51
12-02-98 1760 8.83
12-02-98 7935 8.89
12-03-98 10585 8.83
Date Shares Average Price
Loeb Partners Corp.* 11-04-98 360 $6.77
11-04-98 600 6.89
11-12-98 520 8.50
11-13-98 3540 8.16
11-16-98 600 8.08
11-17-98 945 8.27
11-18-98 125 8.27
11-18-98 125 8.27
11-19-98 180 8.27
11-20-98 125 8.27
11-20-98 415 8.39
11-24-98 790 8.52
11-24-98 360 8.58
11-24-98 710 8.72
11-30-98 240 8.89
12-02-98 1005 8.52
12-02-98 240 8.83
12-02-98 1065 8.89
12-03-98 1415 8.84
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*Including 6,896 shares of Common Stock purchased and 3,542 shares of Common
Stock purchased for the accounts of two customers of Loeb Partners Corporation
as to which it has investment discretion.
All reported transactions were effected on NASDAQ.
(d) and (e). Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to
the Issuer.
None.
Item 7. Materials to be Filed as Exhibits.
None.
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Signature
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.
December 8, 1998 Loeb Arbitrage Fund
By: Loeb Arbitrage Management, Inc.
By: /s/ Arthur E. Lee, President
December 8, 1998 Loeb Partners Corporation
By: /s/ Arthur E. Lee
Executive Vice President
