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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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The Union Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
906072103
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(CUSIP Number)
Joseph D. Lehrer, Esq.
2000 Equitable Building, 10 S. Broadway, St. Louis, MO (314) 241-9090
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
June 24, 1996
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filed 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
disclosures provided in a prior cover page.
The information required on 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).
(Continued on following page(s))
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SCHEDULE 13D
CUSIP NO. 906072103 PAGE 2 OF 8 PAGES
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================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John D. Weil, SS # ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /XX/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 240,500 subject to the disclaimer contained in Item 5.
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 9,000 subject to the disclaimer contained in Item 5.
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9 SOLE DISPOSITIVE POWER
240,500 subject to the disclaimer contained in Item 5.
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10 SHARED DISPOSITIVE POWER
9,000 subject to the disclaimer contained in Item 5.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
368,000 subject to the disclaimer contained in Item 5.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
6.52%
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 906072103 Page 3 of 8
AMENDMENT NO. 1 TO SCHEDULE 13D
The Reporting Person reported the acquisition of shares of the Common
Stock ("Stock") of The Union Corporation, a Delaware corporation ("Issuer"),
145 Mason Street, Greenwich, Connecticut 06830, in an initial filing of this
Schedule 13D on May 31, 1995. In this regard, Item 4, Item 5 and Item 6 are
hereby amended as follow. All other items are unchanged from the initial
filing, as amended.
ITEM 4. Purpose of the Transaction.
The owners listed in Item 5 purchased the Stock of the Issuer for general
investment purposes. The owners listed in Item 5 may acquire additional shares
of the Stock of the Issuer, based upon their respective investment decisions.
It is not contemplated that any of the acquisitions reported hereunder or any
future acquisitions will result in any change in the present management of the
Issuer.
The owners listed in Item 5 have no present plans or proposals which relate to
or would result in:
(a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(b) a sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(c) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or fill any existing vacancies on the board;
(d) any material change in the present capitalization or dividend
policy of the Issuer;
(e) any other material change in the Issuer's business or corporate
structure;
(f) changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(g) causing a class of securities of the Issuer to be delisted from a
national securities exchange or cease to be quoted in an inter-dealer
quotation system of a registered national securities association;
(h) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act; or
(i) any action similar to those enumerated above.
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CUSIP NO. 906072103 Page 4 of 8
ITEM 5. Interest in Securities of the Issuer.
(a) Subject to the disclaimer of beneficial ownership hereinafter set
forth, the Reporting Person hereby reports beneficial ownership of
368,000 shares of Stock in the manner hereinafter described:
<TABLE>
<CAPTION>
Percentage of
Relationship to Outstanding
Shares Held in Name of Reporting Person Number of Shares Securities
- ----------------------------- -------------------- ---------------- --------------------
<S> <C> <C> <C>
John D. Weil Reporting Person 115,000 2.04%
Mark S. Weil Brother 20,000 .35%
Richard K. Weil, Jr. Brother 31,000 .55%
Paula K. Weil Sister 22,000 .40%
RKW Management Services, L.P. Partnership 75,000 1.33%
Controlled by
Reporting Person
Mark S. Weil and John D. Weil, Trustees Nephew 3,000 .05%
for Daniel D. Weil (Item 10 Trust)
Mark S. Weil, Trustee for Daniel D. Weil, Trust for Nephew 22,500 .40%
ex. by Richard K. Weil
Mark S. Weil and John D. Weil, Trustees Nephew 3,000 .05%
for Alexander P. Weil (Item 10 Trust)
Mark S. Weil, Trustee for Alexander P. Trust for Nephew 21,000 .37%
Weil, ex. by Richard K. Weil
John D. Weil, Trustee for Victoria L. Weil, Trust for Daughter 24,500 .43%
ex. by Richard K. Weil
John D. Weil, Trustee for Victoria L. Weil Daughter 3,000 .05%
(Item 10 Trust)
John D. Weil, Trustee for Gideon J. Weil, Trust for Son 20,000 .35%
ex. by Richard K. Weil
John D. Weil, Trustee for Gideon J. Weil Son 3,000 .05%
(Item 10 Trust)
Richard K. Weil, Jr. and John D. Weil, Nephew 3,000 .05%
Trustees for Samuel J. G. Weil (Item 10
Trust)
Gabriel I. Weil Nephew 1,000 .02%
Amelia J. Weil Niece 1,000 .02%
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TOTAL 368,000 6.51%
======= ====
</TABLE>
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CUSIP NO. 906072103 Page 5 of 8
The foregoing percentages assume that the Issuer has 5,650,833 shares of
Stock outstanding.
All shares held in the name of family members or family trusts of the
Reporting Person are reported as beneficially owned by the Reporting Person
because those family members or trusts may seek investment advise or voting
advice of the Reporting Person. All shares held in the name of the partnership
controlled by the Reporting Person are reported as beneficially owned by the
Reporting Person because, as the sole shareholder of the corporate general
partner of such partnership, the Reporting Person has voting and investment
power with respect to the shares owned by such partnership. Except for Common
Stock held in the name of the Reporting Person, or in trust wherein the
Reporting Person is the trustee, or in the name of a partnership controlled by
the Reporting Person, there is no written document or agreement conferring the
right of the Reporting Person to acquire or dispose of the Stock or giving the
Reporting Person the right to vote such shares of Stock.
AS PROVIDED IN S.E.C. REGULATION SECTION 240.13d-4, THE REPORTING PERSON
HEREBY DECLARES THAT THIS STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT
HE IS, FOR THE PURPOSES OF SECTION 13(d) OR 13(g) OF THE SECURITIES EXCHANGE
ACT, THE BENEFICIAL OWNER OF THE SECURITIES COVERED BY THIS STATEMENT.
(b) Subject to the above disclaimer of beneficial ownership, for each
person named in paragraph (a), the number of shares as to which there
is sole power to vote or direct the vote, shared power to vote or
direct the vote, sole power to dispose or direct the disposition, or
shared power to dispose or direct the disposition, is the same as in
paragraph (a).
(c)
<TABLE>
<CAPTION>
Transaction
Purchase in the Name of Date Number of Shares Net Price Per Share Made Through
- ------------------------------------- ------- ---------------- ------------------- --------------------
<S> <C> <C> <C> <C>
John D. Weil 6/14/96 4,000 20.5466 Goldman Sachs
Richard K. Weil, Jr. 6/14/96 4,000 20.5466 Goldman Sachs
Mark S. Weil, Trustee for 6/14/96 2,000 20.5466 Goldman Sachs
Alexander P. Weil, ex. by Richard
K. Weil
John D. Weil, Trustee for Victoria L. 6/14/96 2,000 20.5466 Goldman Sachs
Weil, ex. by Richard K. Weil
John D. Weil, Trustee for Gideon J. 6/14/96 2,000 20.5466 Goldman Sachs
Weil, ex. by Richard K. Weil
</TABLE>
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CUSIP NO. 906072103 Page 6 of 8
<TABLE>
<S> <C> <C> <C> <C>
Mark S. Weil, Trustee for Daniel D. 6/18/96 4,000 20.5 Goldman Sachs
Weil, ex. by Richard K. Weil
Mark S. Weil, Trustee for Daniel D. 6/19/96 2,000 20.5 Goldman Sachs
Weil, ex. by Richard K. Weil
Paula K. Weil 6/20/96 2,000 20 Goldman Sachs
Richard K. Weil, Jr. 6/20/96 2,000 20 Goldman Sachs
John D. Weil 6/20/96 1,800 20 Goldman Sachs
John D. Weil 6/21/96 2,000 20 Goldman Sachs
RKW Management Services, L.P. 6/24/96 3,000 19.75 Goldman Sachs
John D. Weil 6/24/96 3,500 19.75 Goldman Sachs
Mark S. Weil, Trustee for Daniel D. 6/24/96 2,000 19.75 Goldman Sachs
Weil, ex. by Richard K. Weil
Mark S. Weil, Trustee for Alexander 6/24/96 2,000 19.75 Goldman Sachs
P. Weil, ex. by Richard K. Weil
John D. Weil, Trustee for Victoria L. 6/24/96 2,000 19.75 Goldman Sachs
Weil, ex. by Richard K. Weil
John D. Weil, Trustee for Gideon J. 6/24/96 2,000 19.75 Goldman Sachs
Weil, ex. by Richard K. Weil
RKW Management Services, L.P. 6/25/96 2,000 19.75 Goldman Sachs
John D. Weil, Trustee for Victoria L. 6/25/96 2,000 19.75 Goldman Sachs
Weil, ex. by Richard K. Weil
John D. Weil 6/28/96 1,500 19.75 Jefferies & Co.
Mark S. Weil, Trustee for Alexander 6/28/96 1,000 19.75 Jefferies & Co.
P. Weil, ex. by Richard K. Weil
John D. Weil, Trustee for Victoria L. 6/28/96 2,000 19.75 Jefferies & Co.
Weil, ex. by Richard K. Weil
John D. Weil, Trustee for Gideon J. 6/28/96 1,000 19.75 Jefferies & Co.
Weil, ex. by Richard K. Weil
</TABLE>
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
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CUSIP NO. 906072103 Page 7 of 8
The Reporting Person is Trustee of several of the trusts mentioned in Item
5. The Reporting Person is sole shareholder of the corporate general partner
of the partnership mentioned in Item 5. The Reporting Person is related to all
other persons mentioned in Item 5, including the trustees and beneficiaries of
all of the trusts mentioned in Item 5.
ITEM 7. Material to be Filed as Exhibits.
None.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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CUSIP NO. 906072103 Page 8 of 8
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.
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John D. Weil
July 2, 1996
