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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1996
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to ____________
Commission File No. 0-4584
THE UNITED GROUP, INC.
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(Name of small business issuer as specified in its charter)
NORTH CAROLINA 56-0931793
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(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
SUITE 203, 5960 FAIRVIEW ROAD, CHARLOTTE, NORTH CAROLINA 28210
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (704) 554-9280
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Securities Registered Pursuant to Section 12(b) of the act: none
Securities Registered Pursuant to Section 12(g) of the act:
COMMON STOCK, NO PAR VALUE
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 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
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B 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-KSB or any amendment to
this Form 10-KSB. [ ]
The issuer's revenues for the fiscal year ended September 30, 1996 were
$11,620,972.
Aggregate market value of the voting stock held by non-affiliates of the
registrant at September 30, 1996: $1,394,910.
Number of shares of registrant's common stock outstanding as of
September 30, 1996: 985,235.
Documents Incorporated by Reference
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1. 1996 Annual Report to Shareholders (incorporated by reference into
Parts II and III).
Transitional Small Business Disclosure Format: Yes No X
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PART III
Item 9. Directors and Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act
Information with respect to directors, executive officers, promoters and control
persons is provided on pages 22 and 23 of the 1996 Annual Report and are
incorporated herein by reference. Section 16(a) of the Securities Exchange Act
of 1934 requires the Company's directors and executive officers, and persons who
beneficially own more than ten percent of a registered class of the Company's
equity securities, to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in ownership in Common Stock and
other equity securities of the Company. Executive officers, directors and
greater than ten-percent shareholders are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file. To the Company's
knowledge, based solely on review of copies of such reports furnished to the
Company and written representations that no other reports were required, during
the fiscal year ended September 30, 1996 all Section 16(a) filing requirements
were complied with which were applicable to its executive offices, directors and
greater than ten-percent beneficial owners.
Item 10. Executive Compensation
The table below sets forth the aggregate cash compensation of the executive
officer of the Company whose total salary exceeds $100,000:
<TABLE>
<CAPTION>
NAME AND
PRINCIPAL POSITION YEAR SALARY BONUS
- -----------------------------------------------------------------
<S> <C> <C> <C>
Bill G. Beaver 1996 $195,000 $18,000 (1)
President 1995 $190,000 $18,000 (1)
1994 $160,000 $18,750 (1)
R. Steven Lackey 1996 $ 97,500 $11,700 (2)
Vice President 1995 $ 95,000 $11,400 (2)
1994 $ 80,000 $10,000 (2)
Kenneth M. O'Connell 1996 $ 97,500 $11,700 (3)
Secretary-Treasurer 1995 $ 97,500 $11,700 (3)
1994 $ 82,500 $10,313 (3)
</TABLE>
(1) Includes Company contributions under a stock bonus plan formed under
the Internal Revenue Code in the amount of $18,000, $18,000 and $18,750
for the years 1995, 1994 and 1993, respectively.
(2) Includes Company contributions under a stock bonus plan formed under
the Internal Revenue Code in the amount of $11,400, $11,400 and $10,000
for the years
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1995, 1994 and 1993, respectively.
(3) Includes Company contributions under a stock bonus plan formed under
the Internal Revenue Code in the amount of $11,700, $10,313 and $11,250
for the years 1995, 1994 and 1993, respectively.
Compensation of directors of the Company is as follows: Directors who are not
officers of or employees of the Company receive $800.00 for each meeting of the
full board or of a committee of the board. Directors who are either employees of
or officers of the Company receive no compensation for their services as
Directors.
Item 11. Security Ownership of Certain Beneficial Owners and Management
As of January 1, 1996 the following persons are the only persons known to
management to be beneficial owners of more than 5% of the stock of the Company:
<TABLE>
<CAPTION>
TOTAL
NUMBER
NUMBER OF OF PERCENT
NUMBER SHARES SHARES OF CLASS
NAME OF OF SHARES OTHERWISE BENE- BENE-
TITLE OF BENEFICIAL DIRECTLY BENEFICIALLY FICIALLY FICIALLY
CLASS OWNER OWNED OWNED OWNED OWNED
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Don G. Angell 559,810.4 - 559,810.4 52.92%
Common Bill G. Beaver 298.0 68,448.3 68,746.3 6.49%
</TABLE>
(1) Mr. Beaver may be deemed to be the beneficial owner of 48198.5 shares
of stock owned by United Financial Services, Inc. held for the purpose
of liquidation of deferred compensation due to Mr. Beaver. United
Financial Services, Inc. is a wholly owned subsidiary of the Company.
Mr. Beaver serves as an officer and director of United Financial
Services, Inc. Voting and investment power is exercised by the Board of
Directors of United Financial Services, Inc. Mr. Beaver is also deemed
to be the beneficial owner of 20248.8 shares of stock owned by The
United Group, Inc. Stock Bonus Plan which have been allocated to his
account.
As of January 1, 1997, the following is a schedule of common stock owned by all
Directors and Officers as a group (10 persons):
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
TYPE OWNED PERCENT OF STOCK
- --------------------------------------------------------------------------------
<S> <C> <C>
Common 726390.7 68.6%
</TABLE>
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Item 12. Certain Relationships and Related Transactions
Transactions required to be disclosed by this item are included in the 1996
Annual Report on page 18 under Note 9 - Related party transactions which is
hereby incorporated herein by reference.
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.
THE UNITED GROUP, INC.
By: /s/ Kenneth M. O'Connell
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Kenneth M. O'Connell
Secretary-Treasurer and
Director
DATE: January 31, 1997
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