SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
F O R M 10 - K/A
(Amendment No. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION l3 OR l5(d) OF
THE SECURITIES EXCHANGE ACT OF l934
For the fiscal year ended June 30, 1996 Commission file number 1-5371
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
---------- ----------
----------------------
THE UNION CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 25-0848970
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
145 MASON STREET, GREENWICH, CONNECTICUT 06830
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 629-0505
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED
------------------- ------------------------------------
Common Stock, $.50 Par Value New York Stock Exchange
Securities registered pursuant to Section l2(g) of the Act: None
---------------------------
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section l3 or l5(d) of the Securities Exchange
Act of l934 during the preceding l2 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
As of September 16, 1996 the Company had outstanding 5,707,391 shares
of common stock. The aggregate market value (based upon the closing price of
these shares on The New York Stock Exchange) of these shares held by
nonaffiliates was approximately $124,961,000.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's Annual Report for the year ended June 30,
1996 are incorporated by reference into Parts I and II.
Portions of the Company's Proxy Statement, in connection with its
Annual Meeting to be held on November 14, 1996, are incorporated by reference
into Part III. The Company's Proxy Statement will be filed within 120 days after
June 30, 1996.
INSERT THE FOLLOWING IMMEDIATELY FOLLOWING THE COVER PAGE:
The Union Corporation (the "Registrant" or the "Company"), a Delaware
corporation, is filing this Amendment No. 1 on Form 10-K/A (this "Amendment") to
the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1996
(the "Original Report") in order to file a revised version of Exhibit 10(n)
(i.e., Contract between Advanta Corp. and High Performance Services, Inc. dated
August 16, 1996) to the Original Report, which revised version includes text as
to which confidential treatment was originally requested but is no longer being
sought. Notwithstanding the foregoing, confidential portions of Exhibit 10(n)
as to which confidential treatment has been granted by the Securities and
Exchange Commission (the "Commission") are omitted from the copy of Exhibit
10(n) filed with this Amendment and have been filed separately with the
Commission.
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, this 25th day of February,
1997.
THE UNION CORPORATION
(Registrant)
By: /s/Melvin L. Cooper
--------------------------------------
Melvin L. Cooper
Chairman of the Board
(Chief Executive Officer)
By: /s/Nicholas P. Gill
-------------------------------------
Nicholas P. Gill
Vice President, Treasurer and Secretary
(Principal Financial Officer and
Principal Accounting Officer)