<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
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 Bldg., 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)
November 1, 1996
--------------------------------
(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 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
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))
Page 1 of 5 Pages
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SCHEDULE 13D
CUSIP NO. 906072103 PAGE 2 OF 5 PAGES
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================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John D. Weil
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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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 360,000, subject to the disclaimer contained in Item 5.
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH
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9 SOLE DISPOSITIVE POWER
360,000, subject to the disclaimer contained in Item 5.
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,000, 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*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.28%
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14 TYPE OF REPORTING PERSON *
IN
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Page 3 of 5
CUSIP NO. 906072103
AMENDMENT NO. 2 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, as amended by Amendment No. 1 filed on July 2,
1996. 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.
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 to 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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Page 4 of 5
CUSIP NO. 906072103
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 360,000 shares of Stock in the manner hereinafter described:
<TABLE>
<CAPTION>
Percentage of
Relationship to Number of Outstanding
Shares Held in Name of Reporting Person Shares Securities
- ------------------------- -------------------- ----------- -------------
<S> <C> <C> <C>
Woodbourne Partners L.P.(1) Partnership 360,000 6.28%
Controlled by
Reporting Person
________ ______
TOTAL 360,000 6.28%
======== ======
</TABLE>
The foregoing percentages assume that the Issuer has 5,730,000 shares of
Stock outstanding.
All shares of Stock 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 of Stock owned by such partnership. Except for shares of Stock
held in the name of the 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 of Stock 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).
_______________________
(1) On November 1, 1996, all shares of Stock previously reported as
beneficially owned by the Reporting Person, members of his family, family trusts
or the partnership controlled by the Reporting Person were transferred to
Woodbourne Partners, L.P.
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Page 5 of 5
CUSIP NO. 906072103
(c)
<TABLE>
<CAPTION>
SALES IN THE NUMBER OF PRICE PER TRANSACTION MADE
NAME OF DATE SHARES SHARE THROUGH
- ------------------------- ------ --------- --------- --------------------
<S> <C> <C> <C> <C>
Woodbourne Partners, L.P. 7/1/97 14,000 26.3393 Goldman Sachs
Woodbourne Partners, L.P. 7/7/97 5,000 26.625 Goldman Sachs
</TABLE>
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The Reporting Person is sole shareholder of the corporate general partner
of the partnership mentioned in Item 5.
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.
/s/ John D. Weil
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John D. Weil
July 15, 1997
