<PAGE>
SCHEDULE 13D
CUSIP NO. 91359C 10 9 Page 1 of 11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
UNIVERSAL HEIGHTS, INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
91359C 10 9
---------------------------------
(CUSIP Number)
Michael Lauer Copy to: Robert G. Leonard, Esq.
Lancer Partners, Limited Robinson Silverman Pearce Aronsohn
Partnership & Berman LLP
980 Post Road East, 1290 Avenue of the Americas
Suite 3 New York, New York 10104
Westport, CT 06880 (212) 541-2266
(203) 221-4646
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
SEPTEMBER 22, 1997
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(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 Sections 240.13d-1(e), 240.13d- 1(f) or 240.13d-1(g), check
the following box. |_|
*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 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).
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SCHEDULE 13D
CUSIP NO. 91359C 10 9 Page 2 of 11
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lancer Partners, Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)|X|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
7 SOLE VOTING POWER
NUMBER OF 2,066,667
SHARES 8 SHARED VOTING POWER
0
BENEFICIALLY
9 SOLE DISPOSITIVE POWER
OWNED BY EACH 2,066,667
REPORTING 10 SHARED DISPOSITIVE POWER
0
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,066,667
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1% (Based on 14,679,584 outstanding on 2/1/98)
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP NO. 91359C 10 9 Page 3 of 11
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lancer Offshore, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)|X|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
7 SOLE VOTING POWER
NUMBER OF 2,000,000
SHARES 8 SHARED VOTING POWER
0
BENEFICIALLY
9 SOLE DISPOSITIVE POWER
OWNED BY EACH 2,000,000
REPORTING 10 SHARED DISPOSITIVE POWER
0
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6% (Based on 14,679,584 outstanding on 2/1/98)
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP NO. 91359C 10 9 Page 4 of 11
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lancer Voyager Fund
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)|X|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
7 SOLE VOTING POWER
NUMBER OF 435,000
SHARES 8 SHARED VOTING POWER
0
BENEFICIALLY
9 SOLE DISPOSITIVE POWER
OWNED BY EACH 435,000
REPORTING 10 SHARED DISPOSITIVE POWER
0
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
435,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0% (Based on 14,679,584 outstanding on 2/1/98)
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP NO. 91359C 10 9 Page 5 of 11
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael Lauer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)|X|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 307,000
SHARES 8 SHARED VOTING POWER
0
BENEFICIALLY
9 SOLE DISPOSITIVE POWER
OWNED BY EACH 307,000
REPORTING 10 SHARED DISPOSITIVE POWER
0
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
307,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1% (Based on 14,679,584 outstanding on 2/1/98)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP NO. 91359C 10 9 Page 6 of 11
Item 1. SECURITY AND ISSUER
This statement on Schedule 13D (the "Statement") relates to the
Common Stock, $.01 par value per share (the "UH Common Stock"), of Universal
Heights, Inc., a Delaware corporation ("Universal Heights"). The principal
executive offices of Universal Heights are located at 19589 N.E. 10th Avenue,
Miami, FL 33179.
Item 2. IDENTITY AND BACKGROUND
This Statement is filed by Lancer Partners, Limited Partnership,
Lancer Offshore, Inc., Lancer Voyager Fund and Michael Lauer (collectively the
"Group"; each member of the Group being referred to as "Member"). Lancer
Partners, Limited Partnership is a Connecticut private investment limited
partnership with its principal office located at 980 Post Road East, Suite 3,
Westport, CT 06880. Lancer Offshore, Inc. is a British Virgin Islands private
investment corporation with its principal office located at c/o CITCO Fund
Services (Curacao) N.V., Kaya Flamboyan 9, P.O. Box 812, Curacao, Netherlands
Antilles. Lancer Voyager Fund is a British Virgin Islands private investment
corporation with its principal office located at c/o Mees Pierson, Windemere
House, 404 East Bay Street, P.O. Box SS6238, Nassau Bahamas. Michael Lauer is a
United States citizen with his principal business office located at 980 Post
Road East, Suite 3, Westport, CT 06880. The principal business of Lancer
Partners, Limited Partnership, Lancer Offshore, Inc. and Lancer Voyager Fund is
the making of diversified investments. Michael Lauer's principal business is the
operation and management of private investment entities that engage in making
diversified investments. Lancer Management Group II, LLC, a Connecticut limited
liability company ("LMG II"), is the sole general partner of Lancer Partners,
Limited Partnership. The principal business of LMG II is investment management.
Michael Lauer is the sole manager and principal member of LMG II and he controls
all of its operations and activities. Lancer Management Group, LLC, a
Connecticut limited liability company ("LMG"), is the sole investment manager of
Lancer Offshore, Inc. and Lancer Voyager Fund. The principal business of the LMG
is investment management. Michael Lauer is the sole manager and principal member
of LMG and he controls all of its operations and activities. The principal
office address of LMG II and LMG is 980 Post Road East, Suite 3, Westport, CT
06880. The directors of Lancer Offshore, Inc. are Anthony J. Stocks, John M.S.
Verhooren and Inter Caribbean Services Ltd. ("ICSL"). All of the directors of
Lancer Offshore, Inc. are affiliates of CITCO Fund Services (Curacao) N.V.
("Citco"), the administrator of Lancer Offshore, Inc. Lancer Offshore, Inc. does
not have any officers. The principal business of Messrs. Stocks and Verhooren is
serving as employees of Citco. Citco's principal business is that of an
administrator, registrar and transfer agent for non-U.S. private investment
companies. The principal business of ICSL is the administrative management of
private investment vehicles. The principal business office for Messrs. Stocks
and Verhooren, Citco, ICSL and the directors of ICSL is Kaya Flamboyan 9, P.O.
Box 812, Curacao, Netherlands Antilles. The directors of Lancer Voyager Fund are
Dion Friedland, Charles Stride and Anthony Inderrieden. Messrs. Stride and
Inderrieden are affiliates of Mees Pierson ("MP"), the administrator of Lancer
Voyager Fund. Lancer
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SCHEDULE 13D
CUSIP NO. 91359C 10 9 Page 7 of 11
Voyager Fund does not have any officers. The principal business of Messrs.
Stride and Inderrieden is serving as employees of MP. MP's principal business is
that of an administrator, registrar and transfer agent for non-U.S. private
investment companies. The principal business of Mr. Friedland is private
investment management. The principal business office for Messrs. Friedland,
Stride and Inderrieden and MP is Windemere House, 404 East Bay Street, P.O. Box
SS6238, Nassau, Bahamas.
ITEM 2(D).
During the last five years, neither Lancer Partners, Limited
Partnership, Lancer Offshore, Inc., Lancer Voyager Fund, Michael Lauer, LMG II,
LMG or any of the directors of Lancer Offshore, Inc. or Lancer Voyager Fund have
been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors).
ITEM 2(E).
During the last five years, neither Lancer Partners, Limited
Partnership, Lancer Offshore, Inc., Lancer Voyager Fund, Michael Lauer, LMG II,
LMG or any of the directors of Lancer Offshore, Inc. or Lancer Voyager Fund was
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or state securities laws or finding any
violation with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Lancer Partners, Limited Partnership, Lancer Offshore, Inc. and
Lancer Voyager Fund are each private investment entities that pool their
respective participants' contributions. Michael Lauer is an individual investor.
All funds used by Lancer Partners, Limited Partnership, Lancer Offshore, Inc.
and Lancer Voyager Fund to acquire UH Common Stock came from working capital.
Michael Lauer used personal funds to acquire the UH Common Stock he owns. Lancer
Partners, Limited Partnership has used $1,240,000 in the aggregate to acquire
the 2,066,667 shares of UH Common Stock it currently beneficially owns. Lancer
Offshore, Inc. has used $1,200,000 in the aggregate to acquire the 2,000,000
shares of UH Common Stock it currently beneficially owns. Lancer Voyager Fund
has used $261,000 in the aggregate to acquire the 435,000 shares of UH Common
Stock it currently beneficially owns. Michael Lauer has used $184,200 to acquire
the 307,000 shares of UH Common Stock he currently beneficially owns.
Item 4. PURPOSE OF TRANSACTION
<PAGE>
SCHEDULE 13D
CUSIP NO. 91359C 10 9 Page 8 of 11
The purpose of the acquisition of the securities is for
investment purposes. Other than as discussed above in this Statement, neither
the Group or any of its Members currently have any plans or proposals which
relate to or would result in:
(a) the acquisition by any person of additional securities
of Universal Heights, or the disposition of securities
of Universal Heights;
(b) any extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving
Universal Heights or any of its subsidiaries;
(c) a sale or transfer of a material amount of the assets of
Universal Heights or any of its subsidiaries;
(d) any change in the present Board of Directors or management
of Universal Heights, including any plans or proposals to
change the number or term of directors or to fill any
existing vacancies on the Board of Directors;
(e) any material change in the present capitalization or
dividend policy of Universal Heights;
(f) any other material change in Universal Heights' business
or corporate structure;
(g) changes in Universal Heights' charter, bylaws or
instruments corresponding thereto or other actions which
may impede the acquisition of control of Universal Heights
by any person;
(h) causing a class of securities of Universal Heights to be
delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i) a class of equity securities of Universal Heights becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934,
as amended; or
(j) any action similar to any of those enumerated above.
The Group intends to evaluate continuously their investment in
Universal Heights and, based on such evaluation, may determine at a future date
to change their respective current positions as to any action enumerated above.
<PAGE>
SCHEDULE 13D
CUSIP NO. 91359C 10 9 Page 9 of 11
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Lancer Partners, Limited Partnership owns 2,066,667 shares of
UH Common Stock, which amount represents approximately 14.1% of the outstanding
shares of UH Common Stock (based on 14,679,584 shares outstanding on February 1,
1998). Lancer Offshore, Inc. owns 2,000,000 shares of UH Common Stock, which
amount represents approximately 13.6% of the outstanding shares of UH Common
Stock (based on 14,679,584 shares outstanding on February 1, 1998). Lancer
Voyager Fund owns 435,000 shares of UH Common Stock, which amount represents
approximately 3.0% of the outstanding shares of UH Common Stock (based on
14,679,584 shares outstanding on February 1, 1998). Michael Lauer owns 307,000
shares of UH Common Stock, which amount represents approximately 2.1% of the
outstanding shares of UH Common Stock (based on 14,679,584 shares outstanding at
February 1, 1998).
No other person named in Item 2 above beneficially owns any
shares of UH Common Stock.
(b) Each Member is the sole record owner of the securities
identified in subsection (a) above, and has sole power to vote or direct the
vote of such securities. Each Member has the sole power to dispose or direct the
disposition of all of their respective securities identified in subsection (a)
above.
(c) All shares of UH Common Stock owned by any Member were
acquired during the period from August 15, 1997 to September 22, 1997.
(d) No person other than Michael Lauer, as the sole manager of
LMG II, which is the sole general partner of Lancer Partners, Limited
Partnership, and Michael Lauer, as the sole manager of LMG, which is the sole
investment manager of Lancer Offshore, Inc. and Lancer Voyager Fund, is known to
have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the respective securities identified in
subsection (a) above.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None. See Item 2 above.
Item 7. MATERIALS TO BE FILED AS EXHIBITS
1. Joint Filing Agreement
<PAGE>
SCHEDULE 13D
CUSIP NO. 91359C 10 9 Page 10 of 11
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.
Dated: June 2, 1998
LANCER PARTNERS, LIMITED PARTNERSHIP
By: Lancer Management Group II, LLC, General Partner
By: /s/ Michael Lauer
--------------------------------
Name: Michael Lauer
Title: Manager
LANCER OFFSHORE, INC.
By: /s/ Declan Quilligan
/s/ Tim Van Dyke
--------------------------------
Name: Inter Caribbean Services Ltd.
Title: Authorized Signatories
LANCER VOYAGER FUND
By: /s/ Anthony Inderrieden
--------------------------------
Name: Anthony Inderrieden
Title: Director
/s/ Michael Lauer
---------------------------------
MICHAEL LAUER
<PAGE>
SCHEDULE 13D
CUSIP NO. 91359C 10 9 Page 11 of 11
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT made as of this 2nd day of June, 1998 by
and among LANCER PARTNERS LIMITED PARTNERSHIP, a Connecticut limited partnership
("LPLP") and LANCER OFFSHORE, INC. a British Virgin Islands corporation ("LOI"),
LANCER VOYAGER FUND, a British Virgin Islands corporation ("LVF") and MICHAEL
LAUER, an individual ("ML").
WHEREAS, LPLP, LOI, LVF, and ML collectively beneficially own
more than five (5%) percent of the issued and outstanding common stock, $.01 par
value of Universal Heights, Inc. ("Universal Heights Common Stock"), a Delaware
corporation; and
WHEREAS, pursuant to Section 13(d) of the Securities Exchange Act
of 1934, as amended and the rules and regulations promulgated thereunder, the
parties hereto are required to file a Schedule 13D with the Securities and
Exchange Commission ("SEC").
NOW, THEREFORE, the parties agree as follows:
1. The LPLP, LOI, LVF and ML hereby agree to jointly file a
Schedule 13D with the SEC regarding the beneficial ownership of Universal
Heights Common Stock and to file any and all amendments and supplements thereto.
2. This Agreement contains the entire agreement among the parties
concerning the subject matter hereof and may not be amended, modified or changed
except pursuant to a written instrument signed by all parties.
IN WITNESS WHEREOF, the parties have signed this Agreement the
day and year first above written.
LANCER PARTNERS, LIMITED PARTNERSHIP LANCER OFFSHORE, INC.
By: LANCER MANAGEMENT GROUP II, LLC
General Partner
By: /s/ Declan Quilligan
By: /s/ Michael Lauer /s/ Tim Van Dyke
------------------------------- ----------------------------------
Name: Michael Lauer Name: Inter Caribbean Services Ltd.
Title: Manager Title: Authorized Signatories
LANCER VOYAGER FUND
By: /s/ Anthony Inderrieden /s/ Michael Lauer
------------------------------- -----------------------------------
Name: Anthony Inderrieden MICHAEL LAUER
Title: Director
