UNIVERSAL ELECTRONICS INC — Major Shareholding Notification 2004

Feb 17, 2004

SC 13G/A 1 uni13g21704.htm SCHEDULE 13G FOR UNIVERSAL Schedule 13G for Universal Electronics Inc. as filed 2/17/04 ================================================================================ Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. ================================================================================ SEC 1745 (02-02) -------------------------- OMB APPROVAL -------------------------- OMB Number: 3235-0145 -------------------------- Expires: December 31, 2005 -------------------------- Estimated average burden hours per response......11 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Universal Electronics Inc. -------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------- (Title of Class of Securities) 913483103 -------------------------------------------------------------------------- (CUSIP Number) December 31, 2003 -------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: /X/ Rule 13d-1(b) / / Rule 13d-1(c) / / Rule 13d-1(d) 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 provisions of the Act (however, see the Notes). CUSIP No. 913483103 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Olstein & Associates, L.P. (Tax ID: 133813766) 2. Check the Appropriate Box if a Member of a Group (See Instructions) Not Applicable 3. SEC Use Only 4. Citizenship or Place of Organization New York 5. Sole Voting Power 958,300.0 see Note 1 Number of Shares Beneficially 6. Shared Voting Power None Owned by Each Reporting 7. Sole Dispositive Power 958,300.0 see Note 1 Person With 8. Shared Dispositive Power None 9. Aggregate Amount Beneficially Owned by Each Reporting Person 958,300.0 see Note 1 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) N/A 11. Percent of Class Represented by Amount in Row (9) 6.9% 12. Type of Reporting Person (See Instructions) IA CUSIP No. 913483103 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). The Olstein Funds (Tax ID: 133837394) 2. Check the Appropriate Box if a Member of a Group (See Instructions) Not Applicable 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power 919,600.0 see Note 1 Number of Shares Beneficially 6. Shared Voting Power None Owned by Each Reporting 7. Sole Dispositive Power 919,600.0 see Note 1 Person With 8. Shared Dispositive Power None 9. Aggregate Amount Beneficially Owned by Each Reporting Person 919,600.0 see Note 1 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) N/A 11. Percent of Class Represented by Amount in Row (9) 6.7% 12. Type of Reporting Person (See Instructions) IV Item 1. (a) Name of Issuer Universal Electronics Inc. (b) Address of Issuer's Principal Executive Offices 6101 Gateway Drive Cypress, CA 90630 Item 2. (a) Name of Person Filing (1) Olstein & Associates, L.P. (2) The Olstein Funds (b) Address of Principal Business Office, or if none, Residence (1) 4 Manhattanville Road Purchase, NY 10577 (2) 4 Manhattanville Road Purchase, NY 10577 (c) Citizenship (1) New York (2) Delaware (d) Title of Class of Securities Common Stock (e) CUSIP Number 913483103 Item 3. If this statement is filed pursuant to § § 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (1) Olstein & Associates, L.P. (e) [X] An investment adviser in accordance with § 240.13d-1(b)(1) (ii)(E); (2) The Olstein Funds (d) [X] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). Item 4. Ownership (1) Olstein & Associates, L.P: (a) Amount beneficially owned: 958,300.0 see Note 1 (b) Percent of class: 6.9% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 958,300.0 see Note 1 (ii) Shared power to vote or to direct the vote None (iii) Sole power to dispose or to direct the disposition of 958,300.0 see Note 1 (iv) Shared power to dispose or to direct the disposition of None (2) The Olstein Funds: (a) Amount beneficially owned: 919,600.0 see Note 1 (b) Percent of class: 6.7% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 919,600.0 see Note 1 (ii) Shared power to vote or to direct the vote None (iii) Sole power to dispose or to direct the disposition of 919,600.0 see Note 1 (iv) Shared power to dispose or to direct the disposition of None ** Note 1 ** Olstein & Associates, L.P. ("Olstein"), an investment advisor registered under Section 203 of the Investment Advisers Act of 1940, furnishes investment advice to the Olstein Financial Alert Fund, a series of The Olstein Funds, an investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), and to the Smith Barney Classic Values Fund, a series of the Smith Barney Investment Trust, an investment company registered under the 1940 Act (collectively, the "Funds"). In its role as investment advisor or manager, Olstein possesses voting and/or investment power over the securities of the issuer described in this schedule that are owned by the the Funds, and may be deemed to be the beneficial owner of the shares of the Issuer held by the Funds. However, all securities reported in this schedule are owned by the Funds. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Olstein disclaims beneficial ownership of such securities. In addition, the filing of this schedule shall not be construed as an admission that the reporting person or any of its affiliates is the beneficial owner of any securities covered by this Schedule 13G for any other purposes than Section 13(d) of the Exchange Act. Item 5. Ownership of Five Percent or Less of a Class Not Applicable Item 6. Ownership of More Than Five Percent on Behalf of Another Person The Funds described in Note 1 above have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities held in their respective accounts. The Olstein Funds, which under Rule 13d-1(k)(1) of the Securities and Exchange Act of 1934, is filing jointly with Olstein in this Schedule 13G, as disclosed above, owns 6.7% of the shares of common stock of the issuer. To the knowledge of Olstein, the interest of the Smith Barney Classic Values Fund does not exceed 5% of the class of securities. Olstein disclaims beneficial ownership of all such securities. Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person Not Appliable Item 8. Identification and Classification of Members of the Group Not Appliable Item 9. Notice of Dissolution of Group Not Appliable Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. Olstein & Associates, L.P. The Olstein Funds By: Olstein Advisers, LLC, General Partner February 13, 2004 February 13, 2004 --------------------------- --------------------------- Date Date Olstein & Associates, L.P. The Olstein Funds --------------------------- --------------------------- Signature Signature /s/ Michael Luper /s/ Michael Luper --------------------------- --------------------------- Michael Luper Michael Luper Executive Vice President Chief Accounting Officer and Treasurer Exhibit A AGREEMENT JOINT FILING OF SCHEDULE 13G Olstein & Associates, L.P. (an investment adviser registered under the Investment Advisers Act of 1940) and The Olstein Funds, a Delaware statutory trust, hereby agree to file jointly the statement on Schedule 13G to which this Agreement is attached, and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934. It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning the other party unless such party knows or has reason to believe that such information is inaccurate. It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statement on Schedule 13G, and any amendments hereto, filed on behalf of each of the parties hereto. Olstein & Associates, L.P. The Olstein Funds By: Olstein Advisers, LLC, General Partner February 13, 2004 February 13, 2004 --------------------------- --------------------------- Date Date Olstein & Associates, L.P. The Olstein Funds --------------------------- --------------------------- Signature Signature /s/ Michael Luper /s/ Michael Luper --------------------------- --------------------------- Michael Luper Michael Luper Executive Vice President Chief Accounting Officer and Treasurer