UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
UNITED PAN AM FINANCIAL CORP.
1
(Name of Issuer)
K> 0000849127
[CCC] liabilities of that Section of the Act but shall be subject to all
other provisions of the Act (however, see
the Notes).
1
NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bee & Associates Incorporated 84-1113473
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ?
(b) ?
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado, U.S.A.
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
5
SOLE VOTING POWER
6
SHARED VOTING POWER
1,156,850
7
SOLE DISPOSITIVE POWER
8
SHARED DISPOSITIVE POWER
1,156,850
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,156,850
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
?
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7 %
12
TYPE OF REPORTING PERSON
Investment Advisor
Item 1.
(a)
Name of Issuer:
United Pan Am Financial Corp.
(b)
Address of Issuer's Principal Executive Offices
1300 S. El Camino Real, Suite 320
San Mateo, CA 94402
Item 2.
(a)
Name of Person Filing:
Bee & Associates Incorporated
(b)
Address of Issuer's Principal Executive Offices
370 Seventeenth St., Suite 3560
Denver, CO 80202
(c)
Citizenship:
Colorado
(d)
Title of Class of Securities:
Common Stock
(e)
CUSIP Number:
911301109
Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
Investment Advisor
Item 4. Ownership
(a)
Amount Beneficially Owned:
/ 2 1,156,850
(b)
Percent of Class
/ 3 6.7 %
(c)
Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote:
1,156,850
(iii) Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of:
1,156,850
Item 5. Ownership of Five Percent of Less of a Class:
N/A
2 /
3 /
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being
Reported on By the Parent Holding Company:
N/A
Item 8. Identification and Classification of Members of the Group:
N/A
Item 9. Notice of Dissolution of Group:
N/A
Item 10. Certification
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:
January 6
, 1999
Adam D. Schor
Principal
Bee & Associates Incorporated
CUSIP # 911301109
SCHEDULE 13G
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