UNIVERSAL ELECTRONICS INC — Major Shareholding Notification 2007

Feb 14, 2007

SC 13G/A 1 universalsc13ga.htm Schedule 13G/A for Universal Electronics Inc. as of December 31, 2006 -------------------------- OMB APPROVAL -------------------------- OMB Number: 3235-0006 -------------------------- Expires: December 31, 2009 -------------------------- Estimated average burden hours per response....22.6 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) Universal Electronics Inc. -------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------- (Title of Class of Securities) 913483103 -------------------------------------------------------------------------- (CUSIP Number) December 31, 2006 -------------------------------------------------------------------------- (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). ================================================================================ SEC 1745 Persons who are to respond to the collection of information contained (1-06) in this form are not required to respond unless the form displays a currently valid OMB control number. ================================================================================ CUSIP No. 913483103 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Olstein Capital Management, L.P. (formerly known as 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 0 see Note 1 Number of Shares Beneficially 6. Shared Voting Power None Owned by Each Reporting 7. Sole Dispositive Power 0 see Note 1 Person With: 8. Shared Dispositive Power None 9. Aggregate Amount Beneficially Owned by Each Reporting Person 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) 0% 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, on behalf of the Olstein All Cap Value Fund (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 0 see Note 1 Number of Shares Beneficially 6. Shared Voting Power None Owned by Each Reporting 7. Sole Dispositive Power 0 see Note 1 Person With 8. Shared Dispositive Power None 9. Aggregate Amount Beneficially Owned by Each Reporting Person 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) 0% 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 Capital Management, L.P. (2) The Olstein Funds, on behalf of the Olstein All Cap Value Fund (b) Address of Principal Business Office, or if none, Residence (1) 4 Manhattanville Road Purchase, New York 10577 (2) 4 Manhattanville Road Purchase, New York 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 Capital Management, L.P. (e) [X] An investment adviser in accordance with § 240.13d-1(b)(1) (ii)(E); (2) The Olstein Funds, on behalf of the Olstein All Cap Value Fund (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 Capital Management, L.P: (a) Amount beneficially owned: 0 see Note 1 (b) Percent of class: 0% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 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 0 see Note 1 (iv) Shared power to dispose or to direct the disposition of None (2) The Olstein Funds, on behalf of the Olstein All Cap Value Fund : (a) Amount beneficially owned: 0 see Note 1 (b) Percent of class: 0% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 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 0 see Note 1 (iv) Shared power to dispose or to direct the disposition of None Note 1 Olstein Capital Management, L.P. ("Olstein"), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, furnishes investment advice to the Olstein All Cap Value Fund (formerly known as the Olstein Financial Alert Fund) and the Olstein Strategic Opportunities Fund, each 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 Legg Mason Partners Classic Values Fund, a series of the Legg Mason Partners Investment Trust, an investment company registered under the 1940 Act (collectively, the "Funds"). In its role as investment adviser or manager, Olstein possesses voting and/or investment power over the securities of the Issuer described in this schedule that are owned by 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 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: [X] See Note 2 Note 2 Olstein Capital Management, L.P. and The Olstein Funds, on behalf of the Olstein All Cap Value Fund, which under Rule 13d-1(k)(1) of the Securities and Exchange Act of 1934, are filing jointly in this Schedule 13G as disclosed above, have each ceased to be the beneficial owner of more than five percent of the outstanding securities of the issuer. Item 6. Ownership of More Than Five Percent on Behalf of Another Person Not Applicable Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company Not Applicable Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group 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 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 Capital Management, L.P. The Olstein Funds By: Olstein Advisers, LLC, General Partner February 14, 2007 February 14, 2007 --------------------------- --------------------------- Date Date Olstein Capital Management, 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 Capital Management, 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 Capital Management, L.P. The Olstein Funds By: Olstein Advisers, LLC, General Partner February 14, 2007 February 14, 2007 --------------------------- --------------------------- Date Date Olstein Capital Management, 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