SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
Amendment No. ___________)(1)
UOL PUBLISHING, INC.
--------------------------
(Name of Issuer)
Common Stock, $.01 par value
---------------------------------
(Title of Class of Securities)
903196103
---------------
(CUSIP Number)
March 31, 1998
--------------------
(Date of Event Which Requires Filing of this Schedule)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
Rule 13d-1(b)
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X Rule 13d-1(c)
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Rule 13d-1(d)
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(1) 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 the disclosures provided in a prior cover page.
The information required in 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 provision of the
Act (however see the Notes.)
(Continued on the following pages(s))
Page 1 of 8 Pages
SCHEDULE 13G
CUSIP No. 903196103 Page 2 of 8 Pages
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1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Hermes Investment Group, Inc.
- ---------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [ ]
- ---------------------------------------------------------------------------
3. SEC USE ONLY
- ---------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
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5. SOLE VOTING POWER
0
-------------------------
NUMBER OF ) 6. SHARED VOTING POWER
SHARES )
BENEFICIALLY ) 587,592
OWNED BY ) -------------------------
REPORTING ) 7. SOLE DISPOSITIVE POWER
PERSON WITH )
0
-------------------------
8. SHARED DISPOSITIVE POWER
587,592
- ---------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
587,592
- ---------------------------------------------------------------------------
10. CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
- ---------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.29%
- ---------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 903196103 Page 3 of 8 Pages
- ---------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERONS (ENTITIES ONLY)
Apollo Group, Inc.
- ---------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [ ]
- ---------------------------------------------------------------------------
3. SEC USE ONLY
- ---------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
- ---------------------------------------------------------------------------
5. SOLE VOTING POWER
0
-------------------------
NUMBER OF ) 6. SHARED VOTING POWER
SHARES )
BENEFICIALLY ) 587,592
OWNED BY ) -------------------------
REPORTING ) 7. SOLE DISPOSITIVE POWER
PERSON WITH )
0
-------------------------
8. SHARED DISPOSITIVE POWER
587,592
- ---------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
587,592
- ---------------------------------------------------------------------------
10. CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
- ---------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.29%
- ---------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
CO
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a) Name of Issuer:
UOL Publishing, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
8251 Greensboro Drive, Suite 500
McLean, Virginia 22102
Item 2(a) Name of Person Filing:
Hermes Investment Group, Inc.
Apollo Group, Inc.
Item 2(b) Address of Principal Business Office or, if none, Residence:
Hermes Investment Group, Inc.: 4835 East Exeter
Phoenix, AZ 85018
Apollo Group, Inc.: 4615 East Elwood Street
Phoenix, AZ 85040
Item 2(c) Citizenship:
Hermes Investment Group, Inc.: Arizona corporation
Apollo Group, Inc.: Arizona corporation
Item 2(d) Title of Class of Securities:
Common Stock, $.01 par value
Item 2(e) CUSIP Number:
903196103
Item 3. If this statement if filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Act,
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act,
4 <PAGE>
(e) [ ] An Investment Adviser registered under Section 203 of
the Investment Advisers Act,
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F),
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G),
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this
box. [X]
Item 4. Ownership.
Hermes Investment Group, Inc.
(a) Amount Beneficially Owned:
587,592
(Consists of: (i) 265,879 shares of Series C Preferred Stock
which are convertible into 321,713 shares of Common Stock, and
(ii) warrants to purchase 265,879 shares of Common Stock)
(b) Percent of Class:
11.29%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 0
(ii) Shared power to vote or to direct the vote 587,592
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of 587,592
Apollo Group, Inc.
(a) Amount Beneficially Owned:
587,592
(Consists of: (i) 265,879 shares of Series C Preferred Stock
which are convertible into 321,713 shares of Common Stock, and
(ii) warrants to purchase 265,879 shares of Common Stock)
(b) Percent of Class:
11.29%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 0
(ii) Shared power to vote or to direct the vote 587,592
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of 587,592
5 <PAGE>
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following
[ ].
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
If any other person 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, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit plan, pension
fund or endowment fund is not required.
The securities to which this Schedule 13G relates were purchased
by Hermes Investment Group, Inc. for the account of Apollo Group, Inc.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company
If a parent holding company has filed this Schedule, pursuant to
Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule pursuant
to Rule 13d-1(c), attach an exhibit stating the identification of the
relevant subsidiary.
Not applicable.
Item 8. Identification and Classification of Members of the Group
If a group has filed this Schedule pursuant to Rule 13d-
1(b)(ii)(H), so indicate under Item 3(h) and attach an exhibit stating the
identity and Item 3 classification of each member of the group. If a group
has filed this Schedule pursuant to Rule 13d-1(c), attach an exhibit
stating the identity of each member of the group.
Not applicable.
6 <PAGE>
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings with
respect to transactions in the security reported on will be filed, if
required, by members of the group, in their individual capacity. See Item
5.
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
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.
/s/ Jorge Klor de Alva
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Hermes Investment Group, Inc.
May 12, 1998
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Date
/s/ Todd S. Nelson
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Apollo Group, Inc.
May 12, 1998
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Date
7 <PAGE
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange
Act of 1934, as amended, the undersigned agree to the joint filing on
behalf of each of them of a Statement on Schedule 13G (including amendments
thereto) with respect to the Common Stock of UOL Publishing, Inc. This
Joint Filing Agreement shall be filed as an Exhibit to the Schedule 13G.
/s/ Jorge Klor de Alva
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Hermes Investment Group, Inc.
May 12, 1998
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Date
/s/ Todd S. Nelson
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Apollo Group, Inc.
May 12, 1998
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Date
8 <PAGE>
