SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
UNICO AMERICAN CORPORATION
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
904607108
---------
(CUSIP Number)
Lester A. Aaron
Unico American Corporation
23251 Mulholland Drive
Woodland Hills, California 91364
(818) 591-9800
With a copy to:
Irwin G. Barnet, Esq.
Reed Smith LLP
1901 Avenue of the Stars, Suite 700
Los Angeles, CA 90067
---------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 15, 2004
--------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: |_|
------------------- ------------------
CUSIP No. 904607108 13D Page 2 of 13 Pages
------------------- ------------------
---|----------------------------------------------------------------------------
1 | Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
| (Entities Only)
| Erwin Cheldin
|
---|----------------------------------------------------------------------------
2 | Check the Appropriate Box if a Member of a Group (a) |X|
| (See Instructions) (b) |_|
|
---|----------------------------------------------------------------------------
3 | SEC Use Only
|
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4 | Source of Funds (See Instructions) : OO
|
---|----------------------------------------------------------------------------
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
| or 2(e)
|
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6 | Citizenship or Place of Organization: United States of America
|
---|---------------|-----|------------------------------------------------------
Number of | 7 | Sole Voting Power: 0
Shares |-----|------------------------------------------------------
Beneficially | 8 | Shared Voting Power: 2,800,298 shares of Common Stock
Owned by Each |-----|------------------------------------------------------
Reporting Person | 9 | Sole Dispositive Power: 2,334,550 shares of
| | Common Stock
|-----|------------------------------------------------------
| 10 | Shared Dispositive Power: 0
---|----------------------------------------------------------------------------
11 | Aggregate Amount Beneficially Owned by Each Reporting Person:
| 2,800,298 shares of Common Stock
|
---|----------------------------------------------------------------------------
12 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
| Instructions) |_|
|
---|----------------------------------------------------------------------------
13 | Percent of Class Represented by Amount in Row (11): 51.0%
|
---|----------------------------------------------------------------------------
14 | Type of Reporting Person (See Instructions): IN
|
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------------------- ------------------
CUSIP No. 904607108 13D Page 3 of 13 Pages
------------------- ------------------
---|----------------------------------------------------------------------------
1 | Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
| (Entities Only)
| Cary L. Cheldin
|
---|----------------------------------------------------------------------------
2 | Check the Appropriate Box if a Member of a Group (a) |X|
| (See Instructions) (b) |_|
|
---|----------------------------------------------------------------------------
3 | SEC Use Only
|
---|----------------------------------------------------------------------------
4 | Source of Funds (See Instructions) : OO
|
---|----------------------------------------------------------------------------
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
| or 2(e)
|
---|----------------------------------------------------------------------------
6 | Citizenship or Place of Organization: United States of America
|
---|---------------|-----|------------------------------------------------------
Number of | 7 | Sole Voting Power: 0
Shares |-----|------------------------------------------------------
Beneficially | 8 | Shared Voting Power: 2,800,298 shares of Common Stock
Owned by Each |-----|------------------------------------------------------
Reporting Person | 9 | Sole Dispositive Power: 204,860 shares of
| | Common Stock
|-----|------------------------------------------------------
| 10 | Shared Dispositive Power: 0
---|----------------------------------------------------------------------------
11 | Aggregate Amount Beneficially Owned by Each Reporting Person:
| 2,800,298 shares of Common Stock
|
---|----------------------------------------------------------------------------
12 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
| Instructions) |_|
|
---|----------------------------------------------------------------------------
13 | Percent of Class Represented by Amount in Row (11): 51.0%
|
---|----------------------------------------------------------------------------
14 | Type of Reporting Person (See Instructions): IN
|
---|----------------------------------------------------------------------------
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CUSIP No. 904607108 13D Page 4 of 13 Pages
------------------- ------------------
---|----------------------------------------------------------------------------
1 | Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
| (Entities Only)
| Lester A. Aaron
|
---|----------------------------------------------------------------------------
2 | Check the Appropriate Box if a Member of a Group (a) |X|
| (See Instructions) (b) |_|
|
---|----------------------------------------------------------------------------
3 | SEC Use Only
|
---|----------------------------------------------------------------------------
4 | Source of Funds (See Instructions) : OO
|
---|----------------------------------------------------------------------------
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
| or 2(e)
|
---|----------------------------------------------------------------------------
6 | Citizenship or Place of Organization: United States of America
|
---|---------------|-----|------------------------------------------------------
Number of | 7 | Sole Voting Power: 0
Shares |-----|------------------------------------------------------
Beneficially | 8 | Shared Voting Power: 2,800,298 shares of Common Stock
Owned by Each |-----|------------------------------------------------------
Reporting Person | 9 | Sole Dispositive Power: 150,171 shares of
| | Common Stock
|-----|------------------------------------------------------
| 10 | Shared Dispositive Power: 0
---|----------------------------------------------------------------------------
11 | Aggregate Amount Beneficially Owned by Each Reporting Person:
| 2,800,298 shares of Common Stock
|
---|----------------------------------------------------------------------------
12 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
| Instructions) |_|
|
---|----------------------------------------------------------------------------
13 | Percent of Class Represented by Amount in Row (11): 51.0%
|
---|----------------------------------------------------------------------------
14 | Type of Reporting Person (See Instructions): IN
|
---|----------------------------------------------------------------------------
------------------- ------------------
CUSIP No. 904607108 13D Page 5 of 13 Pages
------------------- ------------------
---|----------------------------------------------------------------------------
1 | Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
| (Entities Only)
| George C. Gilpatrick
|
---|----------------------------------------------------------------------------
2 | Check the Appropriate Box if a Member of a Group (a) |X|
| (See Instructions) (b) |_|
|
---|----------------------------------------------------------------------------
3 | SEC Use Only
|
---|----------------------------------------------------------------------------
4 | Source of Funds (See Instructions) : OO
|
---|----------------------------------------------------------------------------
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
| or 2(e)
|
---|----------------------------------------------------------------------------
6 | Citizenship or Place of Organization: United States of America
|
---|---------------|-----|------------------------------------------------------
Number of | 7 | Sole Voting Power: 0
Shares |-----|------------------------------------------------------
Beneficially | 8 | Shared Voting Power: 2,800,298 shares of Common Stock
Owned by Each |-----|------------------------------------------------------
Reporting Person | 9 | Sole Dispositive Power: 110,717 shares of
| | Common Stock
|-----|------------------------------------------------------
| 10 | Shared Dispositive Power: 0
---|----------------------------------------------------------------------------
11 | Aggregate Amount Beneficially Owned by Each Reporting Person:
| 2,800,298 shares of Common Stock
|
---|----------------------------------------------------------------------------
12 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
| Instructions) |_|
|
---|----------------------------------------------------------------------------
13 | Percent of Class Represented by Amount in Row (11): 51.0%
|
---|----------------------------------------------------------------------------
14 | Type of Reporting Person (See Instructions): IN
|
---|----------------------------------------------------------------------------
Item 1. Security and Issuer.
-------------------
The class of equity securities to which this statement relates is the Common
Stock, no par value, of Unico American Corporation, a Nevada corporation (the
"Issuer"). The address of the Issuer's principal executive offices is 23251
Mulholland Drive, Woodland Hills, California 91364.
Item 2. Identity and Background.
-----------------------
All of the members of the group that are filing this Schedule 13D (the "Group")
are employed by the Issuer. The Issuer is an insurance holding company that
underwrites property and casualty insurance through its insurance company
subsidiary; provides property, casualty, health and life insurance through its
agency subsidiaries; and provides insurance premium financing, claim
administration services, and membership association services through its other
subsidiaries.
During the last five years, none of the Group members has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) nor
has any of such members been 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 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 violation respect to such laws.
All of the Group members are citizens of the United States of America.
The identity of and certain other information regarding the Group members are as
follows:
(a) Erwin Cheldin whose business address is 23251 Mulholland Drive,
Woodland Hills, California 91364. Erwin Cheldin's present principal employment
is as Chairman of the Board, President and Chief Executive Officer on the
Issuer.
(b) Cary L. Cheldin whose business address is 23251 Mulholland Drive,
Woodland Hills, California 91364. Cary Cheldin's present principal employment is
as Executive Vice President of the Issuer. He also serves on the Board of
Directors of Issuer.
(c) Lester A. Aaron whose business address is 23251 Mulholland Drive,
Woodland Hills, California 91364. Mr. Aaron's present principal employment is as
Treasurer and Chief Financial Officer of the Issuer. He also serves on the Board
of Directors of Issuer.
6
(d) George C. Gilpatrick whose business address is 23251 Mulholland Drive,
Woodland Hills, California 91364. Mr. Gilpatrick's present principal employment
is as Vice President and Secretary of the Issuer. He also serves on the Board of
Directors of Issuer.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Not applicable.
Item 4. Purpose of Transaction.
----------------------
This Schedule 13D is being filed to report the execution of a voting agreement
among the Group members rather than the acquisition of securities of the Issuer.
See item 6 below for a description of such voting agreement and the terms
thereof.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) Each of the members of the Group is deemed to beneficially own
2,800,298 shares of the Issuer's Common Stock, representing 51.0% of the issued
and outstanding shares of the Common Stock of the Issuer (based on an aggregate
of 5,489,815 shares of Common Stock issued and outstanding).
(b) The Group members share voting power as to an aggregate of 2,800,298
shares of the Issuer's Common Stock pursuant to the terms of a voting agreement
described in item 6 below and do not have sole voting power over any shares of
the Issuer's Common Stock. The Group members do not share dispositive power over
any shares of the Issuer's Common Stock. The following table sets forth for each
of the Group members the number of shares of the Issuer's Common Stock as to
which each such member has sole dispositive power and the percentage thereof
(based on an aggregate of 5,489,815 shares of Common Stock issued and
outstanding):
Number of Shares as to Percentage of Common
Which Member has Stock Issued and
Group Member Sole Dispositive Power Outatanding
------------ ---------------------- -----------
Erwin Cheldin 2,334,550 42.5%
Cary L. Cheldin 204,860 3.7%
Lester A. Aaron 150,171 2.7%
George C. Gilpatrick 110,717 2.0%
7
(c) None of the Group members has had any transactions in the Common Stock
of the Issuer during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
--------------------------------------------------------
to Securities of the Issuer.
---------------------------
The Group members constitute all of the parties to a Voting Agreement, dated as
of April 15, 2004. The agreement provides that each of the Group members will
vote or act with respect to his shares of the Issuer's Common Stock so as to
elect each of the Group members to the Board of Directors of the Issuer. The
agreement further provides that each of the Group members will vote or act with
respect to their shares (affirmatively or negatively), as the Group members may
mutually agree, on any matter to be voted upon at any stockholder meeting of the
Issuer or otherwise acted upon by the stockholders of the Issuer, including
without limitation the election of persons other than the Group members to the
Board of Directors. The agreement automatically terminates at the earlier of (i)
such time as the Group members, in the aggregate, own less than 50% of the total
number of outstanding shares of Common Stock of the Issuer and (ii) fifteen (15)
years from the date of the agreement. Provisions of the agreement may be waived
or amended only with the unanimous approval of the Group members.
Item 7. Material to be Filed as Exhibits.
--------------------------------
A. Agreement of the Group members to file jointly.
B. Voting Agreement, dated as of April 15, 2004, by and among the Group
members.
8
SIGNATURES
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: April 15, 2004
/s/ Erwin Cheldin
------------------
Erwin Cheldin
/s/ Cary L. Cheldin
--------------------
Cary L. Cheldin
/s/ Lester A. Aaron
--------------------
Lester A. Aaron
/s/ George C. Gilpatrick
-------------------------
George C. Gilpatrick
9
EXHIBIT LIST
------------
A. Agreement of the Group members to file jointly.
B. Voting Agreement, dated as of April 15, 2004, by and among the members of the
group.
EXHIBIT A
---------
AGREEMENT
The undersigned persons agree and consent to the joint filing on their
behalf of this Schedule 13D in connection with their beneficial ownership of the
Common Stock of Unico American Corporation.
Dated: April 15, 2004
/s/ Erwin Cheldin
------------------
Erwin Cheldin
/s/ Cary L. Cheldin
--------------------
Cary L. Cheldin
/s/ Lester A. Aaron
--------------------
Lester A. Aaron
/s/ George C. Gilpatrick
-------------------------
George C. Gilpatrick
EXHIBIT B
---------
VOTING AGREEMENT
THIS VOTING AGREEMENT (the "Agreement") is made as of this 15 day of April,
2004 by and among Erwin Cheldin ("Erwin"), Cary L. Cheldin ("Cary"), Lester A.
Aaron ("Lester") and George C. Gilpatrick ("George") (Erwin, Cary, Lester and
George are sometimes referred to herein as the "Stockholders").
RECITALS
Erwin, Cary, Lester and George desire to enter into this Agreement for the
purpose of setting forth the terms and conditions pursuant to which the
Stockholders shall vote their shares of the Common Stock of Unico American
Corporation, a Nevada corporation (the "Company") in respect of corporate
actions of the Company.
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. Board Representation. Each of the Stockholders agrees to vote or act
with respect to his shares of the Common Stock of the Company so as to elect
Erwin, Cary, Lester and George to each be a member of the Board of Directors of
the Company (the "Board").
2. Stockholder Votes. Each of the Stockholders hereby agree to vote or act
with respect to his shares (affirmatively or negatively), as shall be mutually
agreed upon by and among the Stockholders, on any matter to be voted upon at any
stockholder meeting of the Company or otherwise acted upon by the stockholders
of the Company, including, without limitation, subject to Section 1 hereof, the
election of persons to the Board.
3. Termination. This Agreement shall automatically terminate at the earlier
of (i) such time as the Stockholders, in the aggregate, own less than 50% of the
total number of outstanding shares of Common Stock of the Company and (ii)
fifteen (15) years from the date hereof.
4. Amendment; Waivers. Any term hereof may be amended or waived with the
written consent of all of the parties hereto. Any amendment or waiver effected
in accordance with this Section 4 shall be binding upon the parties hereto and
each of their respective successors and assigns.
5. Notices. All notices and other communications under this Agreement shall
be in writing and shall be deemed sufficient on the date of delivery, when
delivered personally or by overnight courier or sent by telegram or fax, or
forty-eight (48) hours after being deposited in the U.S. mail, as certified or
registered mail, with postage prepaid, and addressed to the party to be notified
at such party's address as set forth below or as subsequently modified by
written notice.
A1
6. Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith. In the event that the parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (a) such
provision shall be excluded from this Agreement, (b) the balance of the
Agreement shall be interpreted as if such provision were so excluded; and (c)
the balance of the Agreement shall be enforceable in accordance with its terms.
7. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without giving effect to
principles of conflicts of law.
8. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.
9. Successors and Assigns. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties. Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Voting
Agreement as of the date first written above.
"Erwin" "Lester"
/s/ Erwin Cheldin /s/ Lester A. Aaron
------------------ --------------------
Erwin Cheldin Lester A. Aaron
Address: 23251 Mulholland Drive Address: 23251 Mulholland Drive
Woodland Hills, CA 91364 Woodland Hills, CA 91364
"Cary" "George"
/s/ Cary L.Cheldin /s/ George C. Gilpatrick
------------------- -------------------------
Cary L. Cheldin George C. Gilpatrick
Address: 23251 Mulholland Drive Address: 23251 Mulholland Drive
Woodland Hills, CA 91364 Woodland Hills, CA 91364
A2