UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
UNIVERSAL TECHNICAL INSTITUTE. INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Classes of Securities)
913915 10 4
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(CUSIP Number)
APRIL 26, 2004
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] 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).
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CUSIP No. 913915 10 4 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
JZ Equity Partners plc
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
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3 SEC USE ONLY
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CITIZENSHIP OR PLACE OF ORGANIZATION
4 England and Wales
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5 SOLE VOTING POWER
NUMBER OF
SHARES 954,801 (1)
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
954,801 (1)
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
954,801 (1)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.4% (2)
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12 TYPE OF REPORTING PERSON*
OO
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* READ DIRECTIONS BEFORE COMPLETING
ITEM 1(a). NAME OF ISSUER:
Universal Technical Institute, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
20410 North 19th Avenue, Suite 200, Phoenix, Arizona 85027
ITEM 2(a) NAME OF PERSON FILING:
JZ Equity Partners plc
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE OF
FILING PERSON:
17a Curzon Street, London, England W1J 5HS
(c) CITIZENSHIP OF FILING PERSON:
England and Wales
(d) TITLE OF CLASSES OF SECURITIES:
Common Stock
(e). CUSIP NUMBER:
913915 10 4
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(b), OR 13D-2(b)
OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [_] Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
(b) [_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [_] Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [_] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C.80a-8).
(e) [_] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [_] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
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(i) [_] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
(a). AMOUNT BENEFICIALLY OWNED:954,801 (1)
(b). PERCENT OF CLASS: 3.4% (2)
(c). NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i). SOLE POWER TO VOTE OR TO DIRECT THE VOTE:
954,801 (1)
(ii). SHARED POWER TO VOTE OR TO DIRECT THE VOTE:
0
(iii). SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
954,801 (1)
(iv). SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
0
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]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Inapplicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Inapplicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Inapplicable.
ITEM 9. NOTICE OF DISSOLUTION OF A GROUP.
Inapplicable.
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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.
(1) As of April 26, 2004, immediately following the reporting person's sale of
shares pursuant to the issuer's Registration Statement on Form S-1, as amended
by Amendment No. 1 (File No. 333-11485), filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, the reporting
person beneficially owned 1,103,712 shares of Common Stock. As of April 28,
2004, immediately following the underwriters' exercise of their over-allotment
option in connection with the offering contemplated by such Registration
Statement, the reporting person owned 954,801 shares of Common Stock.
(2) As of April 26, 2004, immediately following the reporting person's sale of
shares pursuant to the issuer's Registration Statement on Form S-1, as amended
by Amendment No. 1 (File No. 333-11485), filed with the Commission under the
Securities Act of 1933, the reporting person beneficially owned 4.0% of the
outstanding shares of Common Stock. As of April 28, 2004, immediately following
the underwriters' exercise of their over-allotment option in connection with the
offering contemplated by such Registration Statement, the reporting person owned
3.4% of the outstanding shares of Common Stock.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information in this statement is true, complete and correct.
May 4, 2004
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Date
/s/ David W. Zalaznick
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Signature
David W. Zalaznick
Authorized Representative
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Name/Title
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JZ EQUITY PARTNERS PLC
MINUTES OF A MEETING OF THE BOARD OF DIRECTORS HELD AT
17a Curzon Street, London, W1J 5HS
on April 20, 2004 at 4:00 pm
PRESENT: MR. A. J. WITHEY (CHAIRMAN)
MR. J. M. GREEN-ARMYTAGE
IN ATTENDANCE: MR. P. COLLACOTT
APOLOGIES: MR. C PEAL
MR. J. JORDAN
MR. M. SORKIN
INVESTMENT PROPOSAL
UNIVERSAL TECHNICAL INSTITUTE, INC.
The Board considered a recommendation from the investment
adviser relating to the proposed secondary stock offering (the
"Secondary Offering") of Universal Technical Institute, Inc.
JZEP has the opportunity to sell 928,584 shares of common
stock in connection the Secondary Offering, as well as an
additional 148,911 shares pursuant to the over-allotment
option granted to the underwriters of the Secondary Offering
by the Company and the stockholders participating in the
Secondary Offering.
The Board ratified and approved the transactions, including,
but not limited to, to the sale of the Over-Allotment Shares,
and resolved to authorise David W. Zalaznick to further
approve pricing and quantity terms and to execute on behalf of
the Company, all such documentation as may be required to
effect the transactions.
There being no further business the Chairman closed the meeting.
/s/ A.J. Withey
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CHAIRMAN