LINCORP HOLDINGS INC, 10-K, 1996-03-26

LINCORP HOLDINGS INC
10-K, 1996-03-26
SAVINGS INSTITUTION, FEDERALLY CHARTERED

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<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

--------------------

FORM 10-K

(Mark One)
___
/ X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
--- ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1995
-----------------

OR
___
/___/ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ________ to _________

Commission file number 1-8547
------

LINCORP HOLDINGS, INC.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 23-2161279
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)

250 Park Avenue
New York, New York 10017
------------------ -----
(Address of Principal Executive (Zip Code)
Offices)

Registrant's Telephone Number,
Including Area Code: (212) 599-0465
-------------------- --------------

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered
- ------------------- -----------------------------------------
Common Stock, par value $.01 per share NONE
<PAGE>

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
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 considered 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. [X]

The aggregate market value of the voting stock held by non-affiliates of the
registrant, based on the closing price of such stock, which is traded over the
counter, on February 29, 1996, was an indeterminate nominal amount, since there
was only one identifiable transaction for 100 shares of stock during 1995 and
through February 29, 1996. On February 29, 1996, there were 1,730,559 shares of
registrant's common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------

See Item 14 (c) for a listing of exhibits incorporated by reference.
<PAGE>

PART I

ITEMS 1 AND 2. BUSINESS AND PROPERTIES OF LINCORP HOLDINGS, INC.
- -------------- -------------------------------------------------

RECENT DEVELOPMENTS

Effective January 1, 1995, as a result of an improving real estate market,
Lincorp Holdings, Inc (the "Company") reformulated their business plan to focus
on such activity. Accordingly, effective January 1, 1995, the Company restated
its balance sheet to reflect the real estate operations as a continuing
operation. The restatement had no effect on prior period Statements of
Operations and effective January 1, 1995, the Company recognized the results of
its real estate operations as part of its results from continuing operations.
This included recording its equity in the operating results of its real estate
joint ventures in accordance with the equity method of accounting as well as
recording rental and other income and expenses from its other real estate
activities. See Note 1 to the Company's Financial Statements.

As of January 1, 1995, the Company's real estate investments included two 50%
limited partnership investments (the "Main Partnership" and the "California
Partnership") which own and operate several commercial real estate properties.
These Partnerships have the same "General Partner" and as discussed below, the
Company sold substantially all of it's interest in these two Partnerships to the
General Partner during 1995. In addition, the Company has a 25% limited
partnership investment in a commercial building (the Colorado State Bank
Building located in Denver, Colorado ("CSBB")) and, a commercial land lease (the
Montgomery St. Land Lease located in San Francisco California ("MSLL")). See
Note 1 to the Company's Financial Statements.

At December 31, 1995 the Company had approximately $158.0 million of
principal indebtedness and accrued and unpaid interest (the "Indebtedness")
outstanding under its Senior, Subordinated and Junior credit facilities. The
Company's parent company, Unicorp Energy Corporation ("UEC"), holds $144.5
million of the Company's Indebtedness and Hees International Bancorp, Inc.
("Hees"), which currently owns an indirect 24.6% non-voting equity interest in
UEC, holds the balance of the Indebtedness, $13.5 million. The Company is in
payment default under each of the above mentioned credit facilities. These
credit facilities are secured by a security interest in all of the Company's non
real estate assets. See Note 6 to the Company's Financial Statements.

The Company's sources of funds during the year ended December 31, 1995, and to
date have been primarily from the sale of marketable securities and payments
received from mortgage receivables. The assets being utilized to fund the
Company's operations are part of the collateral package securing the Company's
Indebtedness. Unless the Company's lenders continue to defer in realizing on
the pledged collateral and allow the Company to utilize the proceeds from such
collateral to fund its day to day operating expenses, the Company will be unable
to continue as a going concern. The Company is continuing to meet with its
lenders to discuss its future prospects. The Company hopes that its lenders
will continue to forbear from exercising their remedies so that the Company may
seek out opportunities which, among other matters, will allow it to

-1-
<PAGE>

realize on its intangible assets and tax attributes, including net operating
loss carryforwards, capital losses and built-in losses. As of December 31,
1995, the Company's net worth was a negative $161.7 million.

REAL ESTATE TRANSACTIONS

During July, 1995, the Company made a $845,000 loan to a developer to
refinance land previously purchased by the developer for residential home
development. The Company will receive a $60,000 transaction fee, of which
$5,000 was paid up front, and the balance was rolled into the loan. The total
loan of $900,000 is for one year and carries a 10% interest rate, payable
monthly, and is secured by a first mortgage on the land. In order to make this
loan, the Company borrowed $550,000 from UEC under its existing Junior credit
facility.

During September, 1995, the Company sold substantially all of its limited
partnership interests in the Main and California Partnerships to the General
Partner for $6.9 million which equaled the Company's recorded net book value for
these investments. In connection with the sale, the Company granted the General
Partner an option, which expires December 31, 1996, to purchase it's remaining
Main Partnership interest not sold (1%) for $70,000.

The proceeds from the sale were used to repay loans from the General Partner
relating to the Company's real estate investments in CSBB and MSLL.

During September, 1995, the Company drew down $6.0 million of an existing but
unutilized line of credit provided by the General Partner and secured by the
Company's investment in the CSBB, for the purpose of investing an additional
$2.3 million in CSBB and making an additional repayment against the MSLL loan.
See Note 6 to the Company's Financial Statements.

At the end of September, 1995, UEC purchased from the General Partner the
outstanding balances on the Company's loans secured by CSBB and MSLL at face
value, which at December 31, 1995, were $6.2 million and $9.5 million,
respectively. As a result of this transaction, all of the Company's debt is now
held by UEC and Hees. See Note 6 to the Company's Financial Statements.

LINCOLN SAVINGS BANK, FSB

As previously reported, the Lincoln Savings Bank, FSB ("Lincoln") was the
primary asset of the Company. On January 20, 1993, in connection with the
transaction described below, the Company relinquished control of Lincoln by
placing the common stock of Lincoln (the "Lincoln Shares") into a trust for
eventual sale, and by filing a divestiture notice with the Office of Thrift
Supervision (the "OTS").

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<PAGE>

Federal Deposit Insurance Corporation. Approval of the transaction was granted
on July 12, 1994, and the transaction was completed on August 12, 1994. As
anticipated under the Acquisition Agreement, the Company received none of the
proceeds from the sale of Lincoln but two of the Company's lenders received a
total of $6.1 million as repayment of a portion of the principal amount of debt
owed them. This payment to the Company's lenders represented a reduction in the
loss recorded in 1992, relating to the Company's writedown of its investment in
Lincoln. Accordingly, the Company recorded a $6.1 million income adjustment in
1994, relating to the discontinued operations of Lincoln.

EMPLOYEES

The Company presently has no compensated employees

ITEM 3. LEGAL PROCEEDINGS
- ------ -----------------

A tax assessment (the "Assessment") has been made by the Commonwealth of
Massachusetts against a former wholly-owned subsidiary of the Company, which was
dissolved in July 1990. The Massachusetts Department of Revenues (the "MDR")
stated, in a notice dated February 15, 1992, that the amount due and owing was
$1.2 million and it is believed that additional interest and/or penalties have
been imposed with regard to the Assessment. On November 29, 1993, an Offer in
Settlement (the "Offer") was forwarded to the MDR with respect to the Assessment
which was rejected by the MDR on October 26, 1995. The ultimate outcome of the
Assessment cannot be determined at this time.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------ ---------------------------------------------------

Not Applicable.

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<PAGE>

PART II

ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
- ------ --------------------------------------------------------
EQUITY AND RELATED STOCKHOLDER MATTERS
--------------------------------------

The Company's Common Stock is traded over the counter. During 1995, there
was only one identifiable stock transaction for 100 shares at $.01 per share.

On February 29, 1996, there were approximately 765 stockholders of record of
the Company's Common Stock. There were no dividends paid on the Company's
Common Stock in 1995 and 1994.

ITEM 6. SELECTED FINANCIAL DATA
- ------ -----------------------

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993 1992 1991
---------- --------- --------- ----------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>

Interest income.................................... $ 144 $ 47 $ 27 $ 5 $ 709
Interest expense................................... (13,316) (10,751) (10,786) (10,968) (11,478)
Rental income...................................... 487 -- -- -- --
Other income....................................... 253 1,537 176 16 154
Other expense...................................... (312) (375) (598) (997) (1,752)
-------- -------- -------- --------- --------
Loss from continuing operations before
income taxes.................................... (12,744) (9,542) (11,181) (11,944) (12,367)
Provision (benefit) for income taxes............... 23 300 300 (804) (1,196)
-------- -------- -------- --------- --------
Loss from continuing operations.................... (12,767) (9,842) (11,481) (12,748) (11,171)
Discontinued operations (loss from operations
of the Lincoln Savings Bank FSB, net of
taxes/benefit).................................. -- -- -- (4,933) (38,747)
Recovery (loss) on writedown of investment in the
Lincoln Savings Bank, FSB....................... -- 6,143 -- (90,040) --
Decrease in estimated writedown of assets from
discontinued real estate operations............. -- 4,510 -- -- --
Reversal of provision for income taxes relating
to discontinued operations...................... -- 3,370 -- -- --
-------- -------- -------- --------- --------
Net income (loss).................................. (12,767) 4,181 (11,481) (107,721) (49,918)
Preferred dividend requirements.................... -- -- -- -- 900
-------- -------- -------- --------- --------
Income (loss) attributable to common stockholders.. $(12,767) $ 4,181 $(11,481) $(107,721) $(50,818)
-------- -------- -------- --------- --------
</TABLE>

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<PAGE>

ITEM 6. SELECTED FINANCIAL DATA, CONTINUED
- ------ -----------------------

<TABLE>
<CAPTION>
AT OR FOR THE YEAR ENDED DECEMBER 31,
------------------------------------------------------------
1995 1994 1993 1992 1991
---------- ----------- ---------- ---------- -----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA

Per share amounts (1)
Income (loss) per share of common stock and
common stock equivalents....................... $ (7.38) $ 2.42 $ (6.63) $ (62.23) $ (29.36)
--------- --------- --------- --------- ----------

Weighted average shares of common stock
and common stock equivalents
outstanding.................................... 1,731 1,731 1,731 1,731 1,731
--------- --------- --------- --------- ----------

BALANCE SHEET DATA

Total assets...................................... $ 16,181 $ 660 $ 1,204 $ 2,256 $2,564,868
--------- --------- --------- --------- ----------

Deposits.......................................... $ -- $-- $-- $ -- $2,246,252
--------- ---------- --------- --------- ----------

Other borrowed funds, excluding accrued interest.. $ 105,215 $ 97,229 $ 102,301 $ 103,301 $ 206,530
--------- --------- --------- --------- ----------

Total stockholders' deficit....................... $(161,666) $(148,899) $(153,080) $(141,599) $ (35,675)
--------- --------- --------- --------- ----------
</TABLE>

(1) Restated to reflect a 10 for 1 reverse stock split in September 1992.

-5-
<PAGE>

QUARTERLY FINANCIAL DATA
<TABLE>
<CAPTION>
Net
Interest Net Income
and Other Income (Loss)
Income (Loss) Per Share
------------- ------------ -------------
(In Thousands, Except Per Share Amounts)
<S> <C> <C> <C>

1995:
First Quarter... $ 249 $ (3,059) $(1.77)
Second Quarter.. 111 (3,400) (1.96)
Third Quarter... 331 (3,121) (1.80)
Fourth Quarter.. 193 (3,187) (1.85)
------ -------- ------

Year............ $ 884 $(12,767) $(7.38)
------ -------- ------

1994:
First Quarter... $ 19 $ (2,784) $(1.61)
Second Quarter.. 10 (2,837) (1.64)
Third Quarter... 18 (2,781) (1.60)
Fourth Quarter.. 1,537 12,583 7.27
------ -------- ------

Year............ $1,584 $ 4,181 $ 2.42
------ -------- ------
</TABLE>

-6-
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
- ------ ---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------- -----------------------------------

DIVESTITURE OF THE LINCOLN SAVINGS BANK, FSB, LIQUIDITY AND GOING CONCERN,
AND CONTINUING OPERATIONS

The Lincoln Savings Bank, FSB ("Lincoln") was the primary asset of Lincorp
Holdings, Inc., (the "Company"). On January 20, 1993, in connection with the
transaction described below, the Company relinquished control of Lincoln by
placing the common stock of Lincoln into a trust for eventual sale, and by
filing a divestiture notice with the Office of Thrift Supervision (the "OTS").

On March 4, 1994, Lincoln entered into a definitive agreement (the
"Acquisition Agreement") with Anchor Savings Bank FSB ("Anchor") whereby Anchor
would acquire all of the assets in the trust (the "Trust Assets"), including
outstanding preferred and common stock of Lincoln and a senior secured note, for
$80 million in cash. The transaction was subject to, among other things,
regulatory approval of the OTS and the Federal Deposit Insurance Corporation.
Approval of the transaction was granted on July 12, 1994, and the transaction
was completed on August 12, 1994. As anticipated under the Acquisition
Agreement, the Company received none of the proceeds from the sale of Lincoln
but two of the Company's lenders received a total of $6.1 million as repayment
of a portion of the principal amount of debt owed them. This payment to the
Company's lenders represented a reduction in the loss recorded in 1992 relating
to the Company's writedown of its investment in Lincoln. Accordingly, the
Company recorded a $6.1 million income adjustment in 1994 relating to the
discontinued operations of Lincoln.

At December 31, 1995, the Company had approximately $158.0 million of
principal indebtedness and accrued and unpaid interest (the "Indebtedness")
outstanding under its Senior, Subordinated and Junior credit facilities. The
Company's parent company, Unicorp Energy Corporation ("UEC"), holds $144.5
million of the Indebtedness and Hees International Bancorp, Inc. ("Hees"), which
currently owns an indirect 24.6% non-voting equity interest in UEC, holds the
balance of the Indebtedness, $13.5 million. The Company is in payment default
under each of the above mentioned credit facilities. These credit facilities
are secured by a security interest in all of the Company's non real estate
assets. See Note 6 to the Company's Financial Statements.

-7-
<PAGE>

the pledged collateral and allow the Company to utilize the proceeds from such
collateral to fund its ongoing operations, the Company will be unable to
continue as a going concern.

Effective January 1, 1995, as a result of an improving real estate market,
the Company reformulated their business plan to focus on such activity.
Accordingly, effective January 1, 1995, the Company restated its balance sheet
to reflect the real estate operations as a continuing operation. The
restatement had no effect on prior period Statements of Operations and effective
January 1, 1995, the Company recognized the results of its real estate
operations as part of its results from continuing operations. This included
recording its equity in the operating results of its real estate joint ventures
in accordance with the equity method of accounting as well as recording rental
and other income and expenses from its other real estate activities. See Note 1
to the Company's Financial Statements.

RESULTS OF OPERATIONS

1995 COMPARED TO 1994
- ---------------------

For the year ended December 31, 1995, the Company's continuing operations
had a loss of $12.8 million compared to a loss of $9.8 million for the year
ended December 31, 1994.

As previously stated, effective January 1, 1995, the Company reflected the
results of its real estate operations as a continuing operation whereas these
same operations during 1994 were accounted for as a discontinued operation with
no effect on operating results.

Total income for 1995 decreased by $.7 million compared to 1994 as 1994
included other income of $1.5 million resulting from the reversal of certain
prior period reserves while 1995 includes no such reversals. However, 1995,
does include $.5 million in rental income which was included in discontinued
operations in 1994, and a $.3 million gain on the sale of mortgage receivables,
which is included in other income.

During 1995, the Company sold substantially all of its interest in the Main
and California Partnerships for $6.9 million which equalled the Company's
recorded net book value for these investments.

Interest expense increased $2.6 million, of which $1.6 million is
attributable to the debt on real estate assets and $.8 million is attributable
to Hees debt, both of which were included in discontinued operations during
1994, and the balance reflects an increase in interest rates.

-8-
<PAGE>

1994 COMPARED TO 1993
- ---------------------

For the year ended December 31, 1994, the Company had net income of $4.2
million compared to a net loss of $11.5 million for the year ended December 31,
1993. This $15.7 million change from 1993 to 1994 is primarily attributable to
the following:

(1) A $6.1 million recovery on the writedown of its investment in Lincoln
as two of the Company's lenders received a total of $6.1 million, as
repayment of a portion of the principal amount of debt owed them, in
connection with the closing of the Lincoln sale to Anchor.
(2) A $4.5 million decrease in the estimated writedown of assets from
discontinued real estate operations primarily due to an improved real
estate market.
(3) A $3.4 million reversal of accrued income taxes relating to
discontinued operations reflecting a revision of the Company's estimate
of this liability.
(4) A $1.5 million increase in other income related to the reversal of
certain prior period reserves that are no longer needed.

FINANCIAL POSITION

MATERIAL CHANGES DURING 1995
- ----------------------------

Effective January 1, 1995, as a result of an improving real estate market,
the Company reformulated their business plan to focus on such activity.
Accordingly, effective January 1, 1995, the Company restated its' balance sheet
to reflect the real estate operations as a continuing operation. The
restatement had no effect on prior period Statements of Operations and effective
January 1, 1995, the Company recognized the results of its real estate
operations as part of its results from continuing operations. This included
recording its equity in the operating results of its real estate joint ventures
in accordance with the equity method of accounting as well as recording rental
and other income and expenses from its other real estate activities.

As of January 1, 1995, the Company's real estate investments included two
50% limited partnership investments (the "Main Partnership" and the "California
Partnership") which own and operate several commercial real estate properties.
These Partnerships have the same "General Partner" and as discussed below, the
Company sold substantially all of it's interest in these two Partnerships to the
General Partner during 1995. In addition, the Company has a 25% limited
partnership investment in a commercial building (the Colorado State Bank
Building located in Denver, Colorado ("CSBB")) and, a commercial land lease (the
Montgomery St. Land Lease located in San Francisco California ("MSLL")). See
Note 1 to the Company's Financial Statements.

-9-
<PAGE>

At December 31, 1995, the Company had approximately $158.0 million of
principal indebtedness and accrued and unpaid interest (the "Indebtedness")
under its Senior, Subordinated and Junior credit facilities. The Company's
parent company, Unicorp Energy Corporation ("UEC"), holds $144.5 million of the
Company's Indebtedness and Hees International Bancorp, Inc. ("Hees"), which
currently owns an indirect 24.6% non-voting equity interest in UEC, holds the
balance of the Indebtedness, $13.5 million. The Company is in payment default
under each of the above mentioned credit facilities. These credit facilities
are secured by a security interest in all the Company's non real estate assets.
As of December 31, 1995, the Company's net worth was a negative $161.7 million.
See Note 6 to the Company's Financial Statements.

During September, 1995, the Company sold substantially all of its limited
partnership interests in the Main and California Partnerships to the General
Partner for $6.9 million. In connection with the sale, the Company granted the
General Partner an option, which expires December 31, 1996, to purchase it's
remaining Main Partnership interest not sold (1%) for $70,000.

The proceeds from the sale were used to repay loans from the General
Partner relating to the Company's real estate investments in CSBB and MSLL.

During September 1995, the Company drew down $6.0 million of an existing
but unutilized line of credit provided by the General Partner and secured by the
Company's investment in the CSBB, for the purpose of investing an additional
$2.3 million in CSBB and making an additional repayment against the MSLL loan.
See Note 6 to the Company's Financial Statements.

At the end of September 1995, UEC purchased from the General Partner the
outstanding balance on the Company's loans secured by CSBB and MSLL at face
value, which at December 31, 1995, was $6.2 million and $9.5 million,
respectively. As a result of this transaction, all of the Company's debt is now
held by UEC and Hees. See Note 6 to the Company's Financial Statements.

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<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------ -------------------------------------------

The Financial Statements of the Company are set forth in Part IV on pages
F-1 to F-16 and incorporated herein by reference. See "Item 14. Exhibits,
Financial Statement Schedules and Reports on Form 8-K" for a complete list of
Financial Statements and Financial Statement Schedules.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
- ------ ---------------------------------------------
ON ACCOUNTING AND FINANCIAL DISCLOSURE
--- -----------------------------------

(i) On November 11, 1994, Price Waterhouse, LLP declined to stand for re-
election as the independent accountants for the Company.

(ii) The reports of Price Waterhouse, LLP on the financial statements for the
two fiscal years ended December 31, 1993 contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to audit
scope or accounting principle. The reports of Price Waterhouse, LLP on
the financial statements for the two fiscal years ended December 31,
1993, were qualified as to going concern uncertainty.

(iii) The Company's Board of Directors participated in and approved the
decision to change independent accountants.

(iv) In connection with its audits for the two fiscal years ended December
31, 1993, and through November 11, 1994, there have been no disagreements
with Price Waterhouse, LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the satisfaction of
Price Waterhouse, LLP would have caused them to make reference thereto in
their report on the financial statements for such years.

(v) During the fiscal year ended December 31, 1993, and through
November 11, 1994, there have been no reportable events (as defined in
Regulation S-K Item 304 (a) (i) (v)).

(vi) On November 11, 1994, KPMG Peat Marwick LLP was engaged as the
independent accountants for the Company.

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<PAGE>

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------- --------------------------------------------------

DIRECTORS AND EXECUTIVE OFFICERS

The term of each director is for one year and thereafter until his
successor shall have been elected and qualified. The Company's executive
officers are elected by, and serve at the discretion of the Board of Directors.

The following table sets forth the name, age, principal occupation and
position with the Company, if any, of each director and executive officer of the
Company on March 22, 1996, and the year each director was first elected to the
Board of Directors of the Company:

<TABLE>
<CAPTION>
Director
of the
Name and Position Company
with the Company Age Present Principal Occupation since
- --------------------------------------------------------- --- ------------------------------ --------
<S> <C> <C> <C>
Ian G. Cockwell 48 President of Westcliff 1994
Director Management Services Inc.
and Unicorp Energy Corporation

William Kirschenbaum 51 Chairman of Hamilton 1982
Director (2) (3) Financial Services Corporation

George S. Mann 63 Chairman of the Board and 1981
Chairman of the Board President of the Company
of Directors and
President (1)

Ralph V. Marra 58 Chairman and President of 1994
Director ELM Consulting Corporation

Herbert R. Silverman 81 Senior Advisor to Bank 1981
Director (1) (2) (3) Julius Baer
</TABLE>
- --------------
(1) Member of the Executive Committee.
(2) Member of the Audit Committee.
(3) Member of the Arms Length Committee.

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<PAGE>

Ian G. Cockwell has been President of Westcliff Management Services Inc.
since prior to 1988, and UEC since 1992. He has been a Director of the Company
since November 1994.

William Kirschenbaum has been the Chairman of the Board of Hamilton
Financial Services Corporation, successor to Hamilton Savings Bank, since prior
to 1988.

George S. Mann has served as Chairman of the Board and President of the
Company since 1981, and 1989, respectively. He served as Chairman of the Board
of UEC from 1983, until June 1990, and now serves as a Director. In connection
with the Lincoln Agreement, without admitting or denying the allegations
contained therein, and in order to avoid the significant costs of potential
litigation, Mr. Mann consented to the entry of an order by the OTS which
permanently prohibited him from participation in the conduct of the affairs of,
or exercising any voting rights with respect to, depository institutions in the
United States.

Ralph V. Marra has been the Chairman and President of ELM Consulting
Corporation since October of 1994. He was the Chief Financial Officer of
Lincoln from November 1989, until October of 1994, and was the Chief Accounting
Officer and Treasurer of Lincoln from December 1988, through November 1989.
From March 1988, to December 1988, Mr. Marra was the Chief Administrative
Officer of Lincoln. From August 1984, to December 1993, he was a Senior Vice
President of the Company and from March 1987, until December 1993, he was the
Company's Treasurer. He has been a Director of the Company since November 1994.

Herbert R. Silverman was Chairman, Finance Committee, of Helmsley-Spear,
Inc., a nationwide real estate organization, from 1974, until his retirement on
January 31, 1990. He is Senior Advisor to Bank Julius Baer, an affiliate of the
Julius Baer Group of Switzerland. Through 1993, Mr. Silverman was Vice Chairman
of the Board of Trustees of New York University, and is a life member of the
Board of Trustees of Rutgers University and a trustee of Neuberger and Berman
Mutual Funds. He has been a member of the Board of Directors of Hamilton
Financial Services Corporation since November 1993, and a member of the Board of
Directors of National Patent Systems since 1994.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires the Company's officers and
directors and persons who own more than 10% of the Company's Common Stock to
file initial reports of ownership and reports of changes of ownership (Forms 3,
4 and 5) of the Company's Common Stock with the Securities and Exchange
Commission (the "SEC").

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<PAGE>

Officers, directors and beneficial owners of more than 10% of the Company's
Common Stock are required by the SEC regulations to furnish the Company with
copies of such forms that they file.

To the Company's knowledge, based soley on the Company's review of the
copies of such reports received by the Company during the fiscal year ended
December 31, 1995, all Section 16(a) filing requirements applicable to its
officers, directors and beneficial owners of more than 10% of the Company's
Common Stock, were complied with.

DIRECTORS REMUNERATION
- ----------------------

Directors of the Company receive a quarterly fee of $1,500 in addition to a
fee of $600 for actual attendance at each directors' or committee meeting. For
meetings of any committee held on the same day as any meeting of the Board of
Directors, the fee for attendance at the committee meetings is $300. Where
meetings of the Board or committees thereof are held by telephone conference,
directors receive a fee of $150. Fees paid to all directors for attendance at
the Board and committee meetings during the year ended December 31, 1995,
totaled $33,150.

DIRECTORS MEETING AND COMMITTEES
- --------------------------------

The Board of Directors of the Company held 5 meetings during the fiscal
year ended December 31, 1995. No member of the Board attended fewer than 3 of
the 5 meetings held during the fiscal year.

The Board of Directors has a standing Audit Committee which represents the
Board of Directors in its relations with the Company's independent accountants
and oversees the Company's compliance with operating procedures and policies.
This committee also approves the scope of the Company's financial statement
examinations, monitors the adequacy of the Company's internal controls and
reviews and monitors any other activity that the committee deems necessary or
appropriate. The Company does not have a standing Compensation or Nominating
Committee. The Executive Committee is authorized to act on behalf of the Board
of Directors between Board meetings and to have such powers and duties which may
lawfully be assigned to it under Delaware law. The Board of Directors has an
Arms Length Committee comprised of independent directors to review transactions
involving both the Company and UEC.

-14-
<PAGE>

The only Committee which held a meeting during the Company's fiscal year
ended December 31, 1995, was the Audit Committee which held one meeting.

ITEM 11. EXECUTIVE COMPENSATION
- ------- ----------------------

George S. Mann, the Chief Executive Officer ("CEO") of the Company, did not
receive any compensation for his services as CEO during any of the fiscal years
ended December 31, 1995, 1994 or 1993. No other executive officer of the
Company received in excess of $100,000 per annum in any of the fiscal years
ended December 31, 1995, 1994 or 1993.

No compensation committee report or performance graph is included herein
because the chief executive officer draws no salary from the Company.

-15-
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF DIRECTORS, NOMINEES AND OFFICERS AND
- ------- ----------------------------------------------------------
OTHER PRINCIPAL HOLDERS OF THE COMPANY'S VOTING SECURITIES
----------------------------------------------------------

The table below sets forth information concerning the shares of the Common
Stock beneficially owned by the individual directors, all directors and officers
of the Company as a group without naming them and each person who is known by
the Company to be the beneficial owner of more than five percent of the Common
Stock as of February 29, 1996. The address of each of the directors is c/o
Lincorp Holdings, Inc., 250 Park Avenue, Suite 2020, New York, New York 10017.
The address of UEC is BCE Place Suite 2320 Toronto, Ontario, Canada M5J151.
<TABLE>
<CAPTION>

Shares of
Common Stock
Beneficially
Name of Owned as of Percent of
Beneficial Owner February 29, 1996 Class
- ---------------------------- ----------------- -------------
<S> <C> <C>

Unicorp Energy 1,286,886 74.3%
Corporation (1)

Ian G. Cockwell (1) 1,286,886 74.3%

William Kirschenbaum 3,767 *

George S. Mann (1) 1,286,886 74.3%

Herbert R. Silverman 471 *

All officers and directors 1,291,124 74.6%
as a group (5 persons) (1)
</TABLE>
- ------------

* Less than 1%

(1) The stockholdings indicated for Messrs. Cockwell and Mann are all owned
directly by UEC. Messrs. Cockwell and Mann disclaim beneficial ownership
of all such shares.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- ------- ----------------------------------------------

See Item 2 - Real Estate Transactions.

-16-
<PAGE>

PART IV

ITEM 14.
- -------

EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
(a) (1) Financial Statements
Reports of Independent Accountants....................... F-1 and F-2

Balance Sheets as of December 31, 1995 and 1994.......... F-3

Statements of Operations for the years ended
December 31, 1995, 1994, and 1993...................... F-4

Statements of Changes in Stockholders' Deficit
for the years ended December 31, 1995, 1994, and 1993.. F-5

Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993....................... F-6

Notes to Financial Statements............................ F-8
</TABLE>

All schedules have been omitted because they are not required or because
the required information is contained in the financial statements or
notes thereto.

(b) Reports on Form 8-K

None.

3.1 Restated Certificate of Incorporation of the Company, *
as amended to date (incorporated by reference to Exhibit 3.1
to the Company's Annual Report on Form 10-K for the year
ended December 31, 1987).

-17-
<PAGE>

3.2 By-Laws of the Company as amended to date (incorporated *
by reference to Exhibit 3.2 to the Company's Annual Report
Form 10-K for the year ended December 31, 1986).

10.01 Subscription and Purchase Agreement dated December *
31, 1987, between the Company and UEC (incorporated by
reference to Exhibit 2.2 to the Company's Current Report
Form 8-K dated January 14, 1988).

10.02 Letter Agreement re: Line of Credit dated November 30, 1989, *
between UEC and the Company (incorporated by reference to Exhibit
10.23 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1989).

10.03 Revolving Demand Note dated November 30, 1989, *
from the Company to UEC (incorporated by reference to
Exhibit 10.24 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1989).

10.04 Consulting Agreement dated as of February 13, 1990, *
between the Company and Coscan Inc. (incorporated by reference
to Exhibit 10.27 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1989).

10.05 Letter Agreement re: Operating Deficit Loan Agreement *
dated February 13, 1990, between the Company and Coscan Inc.
(incorporated by reference to Exhibit 10.28 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1989).

10.06 Form of Promissory Note from the Company to Coscan Inc. *
(incorporated by reference to Exhibit 10.29 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1989).

-18-
<PAGE>

10.07 Closing Agreement, dated as of July 23, 1990, among *
the Company, Coscan Colorado Inc. ("CCI"), Coscan Colorado
LHI Inc. and Coscan Commercial Limited Partnership, a California
Limited Partnership ("Coscan California) (incorporated by
reference to Exhibit 28.1 to the Company's Report on Form 8-K
dated August 13, 1990).

10.08 Closing Agreement, dated as of July 23, 1990, among the *
Company, Coscan California Commercial Inc. ("CCC"), Coscan
California LHI Inc. and Coscan Commercial Limited Partnership,
a California Limited Partnership ("Coscan California) (incorporated
by reference to Exhibit 28.2 to the Company's Report on Form 8-K
dated August 13, 1990).

10.09 Agreement of Limited Partnership of Coscan Commercial, *
dated as of July 23, 1990 (incorporated by reference to
Exhibit 28.3 to the Company's Report on Form 8-K dated
August 13, 1990).

10.10 Agreement of Limited Partnership of Coscan Commercial, *
dated as of July 23, 1990 (incorporated by reference to
Exhibit 28.3 to the Company's Report on Form 8-K dated
August 13, 1990).

10.11 Letter Agreement, dated as of July 23, 1990, among CCI, *
CCC, the Company, Coscan Commercial and Coscan California,
regarding loans by CCI and CCC (incorporated by reference to
Exhibit 28.5 to the Company's Report on Form 8-K dated August
13, 1990).

10.12 $24,000,000 Secured Revolving Credit Agreement, dated *
as of July 25, 1990 (the "Senior Credit Agreement"), among
the Company, Hees International Bancorp Inc. ("Hees"), National
Bank of Canada ("NBC") and NBC, as Agent (incorporated by
reference to Exhibit 28.6 to the Company's Report on Form 8-K
dated August 13, 1990).

-19-
<PAGE>

10.13 Amended and Restated Credit Agreement, dated as of July *
July 25, 1990, between the Company and NBC (incorporated by
reference to Exhibit 28.7 to the Company's Report on Form 8-K
dated August 13, 1990).

10.14 Letter Agreement, dated July 25, 1990, between UEC *
and the Company regarding the revolving line of credit from
UCC to the Company (incorporated by reference to Exhibit 28.8 to
the Company's Report on Form 8-K dated August 13, 1990).

10.15 Securities Pledge Agreement, dated as of July 25, 1990, *
by the Company in favor of UEC (incorporated by reference to
Exhibit 28.8 to the Company's Report on Form 8-K dated August 13,
1990).

10.16 Lincorp Pledge Agreement, dated as of July 25, 1990, by Lincorp *
Inc. in favor of UEC (incorporated by reference to Exhibit 28.10
to the Company's Report on Form 8-K dated August 13, 1990).

10.17 Subsidiaries Pledge Agreement, dated as of July 25, 1990, *
by Unicorp Delaware I, Inc., Unicorp Delaware II, Inc. and ITT
Missouri Corp. in favor of UEC (incorporated by reference to Exhibit
28.11 to the Company's Report on Form 8-K dated August 13, 1990).

10.18 Security Agreement, dated as of July 25, 1990, by the *
Company in favor of UEC (incorporated by reference to Exhibit
28.12 to the Company's Report on Form 8-K dated August 13, 1990).

10.19 Agreement Relating to the Lincoln Savings Bank, FSB dated *
as of December 31, 1992, among the OTS, the Company and certain
other parties (incorporated by reference to Exhibit A to the
Company's Current Report on Form 8-K dated January 20, 1993).

10.20 Trust Agreement dated as of January 20, 1993, among the *
OTS, the Company and certain other parties (incorporated by
reference to Exhibit B to the Company's Current Report on Form 8-K
dated January 20, 1993).

-20-
<PAGE>

10.21 Consent Agreement dated March 4, 1994, among UEC, *
Union Holdings, Inc., Lincorp, Inc., the Company, Hees
International Bancorp, Inc., National Bank of Canada, Anthony
M. Frank, as trustee, the Lincoln Savings Bank, FSB and Anchor
Savings Bank FSB (incorporated by referenced to Exhibit 10.23
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1993).

10.22 Loan Modification Agreement dated as of September 28, *
1995, by and between Coscan, Inc. and the Company (incorporated
by reference to Exhibit B to the Company's Report on Form 8-K
dated September 28, 1995).

10.23 Loan Modification Agreement dated as of September 28, *
1995, by and between CCI and the Company (incorporated by
reference to Exhibit C to the Company's Report on Form 8-K dated
September 28, 1995.)

10.24 Agreement dated as of September 5, 1995,by and among
CCI, the Company, Coscan Limited Partner Corporation, CCC,
Coscan California Limited Partner Corporation and Coscan, Inc.

22 Subsidiaries of the Company.

- ----------
* Incorporated by reference.

-21-
<PAGE>

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 in New York, New York.

Dated: March 22, 1996

LINCORP HOLDINGS, INC.

By: s/ Jack R. Sauer
----------------
Jack R. Sauer
Chief Financial Officer

-22-
<PAGE>

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Name Title Date
- ------------------------ ------------------------------ --------------
<S> <C> <C>

s/George S. Mann President, Chairman of the March 22, 1996
- ------------------------ Board of Directors
George S. Mann (Principal Executive Officer)

s/Jack R. Sauer Chief Financial Officer March 22, 1996
- ------------------------ (Principal Accounting Officer)
Jack Sauer

s/Ian G. Cockwell Director March 22, 1996
- ------------------------
Ian G. Cockwell

s/William Kirschenbaum Director March 22, 1996
- ------------------------
William Kirschenbaum

/Ralph V. Marra Director March 22, 1996
- ---------------
Ralph V. Marra

s/Herbert R. Silverman Director March 22, 1996
- ----------------------
Herbert R. Silverman
</TABLE>

-23-
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders of
Lincorp Holdings, Inc.:

We have audited the accompanying balance sheets of Lincorp Holdings, Inc.
("Company") as of December 31, 1995 and 1994, and the related statements of
operations, changes in stockholders' deficit, and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also incudes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Lincorp Holdings, Inc., as of
December 31, 1995 and 1994, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company is in default on all of its credit facilities
and, at December 31, 1995 has $105.2 million of principal indebtedness, and
$52.8 million of accrued and unpaid interest. In addition the Company has a net
capital deficiency of $161.7 million as of December 31, 1995. These maters raise
substantial doubt about the Company's ability to continue as a going concern.
The Company's plans in regard to these matters are also described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

KPMG Peat Marwick LLP

New York, New York
February 21, 1996

<PAGE>

[LETTERHEAD OF PRICE WATERHOUSE LLP] [LOGO]

REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------

April 8, 1994

To the Board of Directors and
Stockholder of Lincorp Holdings, Inc.

In our opinion, the accompanying statements of operations, of changes in
stockholders' deficit and of cash flows for the year ended December 31, 1993
(appearing on pages F-4 through F-7 of the Lincorp Holdings, Inc. Annual report
on Form 10-K for the year ended December 31, 1995), present fairly, in all
material respects, the results of operations and cash flows of Lincorp Holdings,
Inc. for the year ended December 31, 1993, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
Lincorp Holdings, Inc.'s management; our responsibility is to express an opinion
on these financial statements based on our audit. We conducted our audit of
these statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above. We have not audited the
consolidated financial statements of Lincorp Holdings, Inc. for any period
subsequent to December 31, 1993.

The accompanying financial statements have been prepared assuming that Lincorp
Holdings, Inc. will continue as a going concern. As described in Notes 2 and 3,
on January 20, 1993, Lincorp Holdings, Inc. relinquished control of its primary
asset and only operating entity, The Lincoln Savings Bank, FSB ("Lincoln"), and
wrote-off its investment in Lincoln. Lincorp Holdings, Inc, (the "Company") has
experienced significant losses in operations, is in default on all of its credit
facilities and, at December 31, 1993, has $111.3 million of principal
indebtedness, $29.7 million of accrued and unpaid interest and $1.2 million of
assets. The Company's parent and lenders have indicated that they are not
prepared to (1) defer in collecting the amounts due them and (2) provide funds
to meet the Company's liabilities during the next 12 months. These matters raise
substantial doubt about the Company's ability to continue as a going concern.
The Company's plans in regard to these matters are also described in Note 3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Price Waterhouse LLP
<PAGE>

LINCORP HOLDINGS, INC.
BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,
---------------
1995 1994
-------- -----
(dollars in thousands)
<S> <C> <C>
ASSETS

Cash................................................ $ 660 $ 125
Investment in real estate assets, net............... 15,517 -
Investment in marketable securities, at fair value.. - 535
Other assets........................................ 4 -
------- -----
$16,181 $ 660
------- -----

</TABLE>

LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities:
<S> <C> <C>
Debt on real estate assets............................ $ 15,663 $ -
Other borrowed funds, including accrued interest...... 157,989 136,141
Net liability of real estate discontinued operations.. - 10,518
Other liabilities..................................... 4,195 2,900
--------- ---------
177,847 149,559
--------- ---------

Commitments and contingent liabilities

Stockholders' deficit:
Preferred stock, Series A;
200 shares authorized;
no shares issued and outstanding................... - -
Preferred stock, $.01 par value;
10,000 shares authorized;
no shares issued and outstanding................... - -
Common stock, $.01 par value;
1,990,000 shares authorized;
1,730,559 shares issued and outstanding............ 17 17
Capital contributed in excess of par value........... 148,434 148,434
Accumulated deficit.................................. (310,117) (297,350)
--------- ---------
(161,666) (148,899)
--------- ---------
$ 16,181 $ 660
--------- ---------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-3
<PAGE>

LINCORP HOLDINGS, INC.
STATEMENTS OF OPERATIONS

Year ended December 31,
-------------------------------
1995 1994 1993
---------- -------- ---------
(in thousands, except
per share amounts)
<S> <C> <C> <C>
Income:
Rental income........................................ $ 487 $ - $ -
Interest income...................................... 144 47 27
Other income......................................... 253 1,537 176
-------- ------- --------
Total income....................................... 884 1,584 203
-------- ------- --------

Expense:
Interest expense..................................... 13,316 10,751 10,786
General and administrative expense................... 312 375 598
-------- ------- --------
Total expense...................................... 13,628 11,126 11,384
-------- ------- --------

Loss from continuing operations before income taxes... (12,744) (9,542) (11,181)

Provision for state and local income taxes............ 23 300 300
-------- ------- --------

Loss from continuing operations....................... (12,767) (9,842) (11,481)
-------- ------- --------

Discontinued operations:
Recovery on writedown of investment in the
Lincoln Savings Bank, FSB........................... - 6,143 -
Decrease in estimated writedown of assets from
discontinued real estate operations................. - 4,510 -
Reversal of provision for income taxes............... - 3,370 -
-------- ------- --------
Income from discontinued operations.................. - 14,023 -
-------- ------- --------

Net income (loss).................................... $(12,767) $ 4,181 $(11,481)
-------- ------- --------

Loss from continuing operations per
share of common stock................................ $(7.38) $ (5.68) $ (6.63)
Income from discontinued operations per
share of common stock................................ - 8.10 -
-------- ------- --------

Income (loss) per share of common stock outstanding.. $(7.38) $ 2.42 $ (6.63)
-------- ------- --------

Weighted average shares of common.................... 1,731 1,731 1,731
-------- ------- --------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-4
<PAGE>

LINCORP HOLDINGS, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
Capital
contributed
Common in excess Accumulated
stock of par value deficit
-------- ---------------- -----------
(dollars in thousands)

<S> <C> <C> <C>
Balances, December 31, 1992.. $17 $148,434 $(290,050)

Net loss..................... - - (11,481)
--- -------- ---------

Balances, December 31, 1993.. 17 148,434 (301,531)

Net income................... - - 4,181
--- -------- ---------

Balances, December 31, 1994.. 17 148,434 (297,350)

Net loss..................... - - (12,767)
--- -------- ---------

Balances, December 31, 1995.. $17 $148,434 $(310,117)
--- -------- ---------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-5
<PAGE>

LINCORP HOLDINGS, INC.
STATEMENTS OF CASH FLOWS

Year ended December 31,
------------------------------
1995 1994 1993
--------- -------- ---------
<S> <C> <C> <C>

(dollars in thousands)

OPERATING ACTIVITIES

Net income (loss)....................................... $(12,767) $ 4,181 $(11,481)

Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Equity income from real estate partnerships........... (26) - -
Recovery on writedown of investment in the
Lincoln Savings Bank, FSB............................. - (6,143) -
Decrease in estimated writedown of assets
from discontinued real estate operations.............. - (4,510) -
Decrease (increase) in marketable securities.......... 535 286 (821)
Decrease (increase) in other assets.................... 274 270 (22)
Increase (decrease) in other liabilities............... 694 (1,503) (149)
Decrease (increase) in income taxes payable............ (129) (3,370) 166
Increase in interest payable........................... 11,407 10,751 8,996
Operating activities of discontinued operations........ - 50 525
-------- ------- --------

Net cash provided by (used in) operating activities..... (12) 12 (2,786)
-------- ------- --------

INVESTING ACTIVITIES

Proceeds from sale of real estate joint ventures........ 6,930 - -
Investment in real estate assets........................ (3,450) - -
Investment activities of discontinued operations........ - - 1,882
-------- ------- --------

Net cash provided by investing activities............... 3,480 - 1,882
-------- ------- --------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-6
<PAGE>

LINCORP HOLDINGS, INC.
STATEMENTS OF CASH FLOWS
(continued)

<TABLE>
<CAPTION>
Year ended December 31,
--------------------------
1995 1994 1993
--------- ----- --------
(dollars in thousands)
<S> <C> <C> <C>

FINANCING ACTIVITIES

Funds borrowed................................... 8,877 - -
Repayment of borrowed funds...................... (11,810) - (1,000)
Financing activities of discontinued operations.. - - 9
-------- ----- -------

Net cash used in financing activities............ (2,933) - (991)
-------- ----- -------

Net increase (decrease) in cash.................. 535 12 (1,895)

Cash, beginning of year.......................... 125 113 2,008
-------- ----- -------

Cash, end of year................................ $ 660 $ 125 $ 113
-------- ----- -------
</TABLE>

<TABLE>
<CAPTION>
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION
<S> <C> <C> <C>
Cash paid during the year for:
Interest $1,909 $- $1,800
------ -- ------
Income taxes $23 $16 $135
--- --- ----
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-7
<PAGE>

NOTE 1 - REAL ESTATE OPERATIONS
- -------------------------------

Effective January 1, 1995, as a result of an improving real estate
market, the Company reformulated their business plan to focus on such activity.
Accordingly, effective January 1, 1995, the Company restated its balance sheet
to reflect the real estate operations as a continuing operation. The
restatement had no effect on prior period Statements of Operations but effective
January 1, 1995, the Company recognized the results of its real estate
operations as part of its results from continuing operations. This included
recording its equity in the operating results of its real estate joint ventures
in accordance with the equity method of accounting as well as recording rental
and other income and expenses from its other real estate activities. During
1994 the real estate operations had total income of approximately $ 1.8 million
and a net loss of approximately $.3 million, which was charged against the net
liability of real estate operations.

As of January 1, 1995, the Company's real estate investments included
two 50% limited partnership investments (the "Main Partnership" and the
"California Partnership") which own and operate several commercial real estate
properties. These Partnerships have the same "General Partner" and as discussed
below, the Company sold substantially all of it's interest in these two
Partnerships to the General Partner during 1995. In addition, the Company has a
25% limited partnership investment in a commercial building (the Colorado State
Bank Building located in Denver, Colorado ("CSBB")) and, a commercial land lease
(the Montgomery St. Land Lease located in San Francisco California ("MSLL")).

The following is the restated balance sheet of the Company as of January 1,
1995 (dollars in thousands):

Assets
<S> <C>
Cash $ 125
Investment in marketable securities 535
Investment in real estate assets, net 18,971
Other assets 278
---------
Total Assets $ 19,909
---------

Liabilities
Debt on real estate assets $ 18,971
Other borrowed funds, including accrued interest 146,207
Other liabilities 3,630
---------
Total Liabilities 168,808
Stockholders' Deficit (148,899)
---------
$ 19,909
---------
</TABLE>

Prior to January 1, 1995, the Company's real estate operations were
accounted for as discontinued operations.

F-8
<PAGE>

LINCORP HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS

The net liability for discontinued operations at December 31, 1994, consisted
of the following:

ASSETS/(LIABILITIES)
(DOLLARS IN THOUSANDS)
----------------------

Investment in real estate assets, net (a) $18,971
Other assets 278
Debt on real estate assets (18,971)
Other borrowed funds, including accrued interest (10,066)
Other liabilities (730)
----
$(10,518)
--------

(a) Recorded at estimated net realizable value.

During September, 1995, the Company sold substantially all of its limited
partnership interests in the Main and California Partnerships to the General
Partner for $6.9 million, which equalled the Company's recorded net book value
for these investments. In connection with the sale, the Company granted the
General Partner an option, which expires December 31, 1996, to purchase it's
remaining Main Partnership interest not sold (1%) for $70,000.

The proceeds from the above stated sale were used to repay loans from the
General Partner relating to the Company's real estate investments in CSBB and
MSLL.

F-9
<PAGE>

LINCORP HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS

At the end of September 1995, UEC purchased from the General Partner the
outstanding balance on the Company's loans secured by CSBB and MSLL at face
value. As a result of this transaction, all of the Company's debt is now held
by UEC and Hees.

The following summarizes the Company's net investment in real estate assets
as of December 31, 1995 (dollars in thousands):

<TABLE>
<CAPTION>
<S> <C>
Investment in CSBB $ 8,931
Investment in MSLL 5,616
Mortgage loan and other 970
-------
$15,517
-------
</TABLE>

The following summarizes the financial statements of CSBB for the year ended
December 31, 1995 (dollars in thousands):

Assets:
<S> <C>
Rental properties $34,827
Other assets 1,430
-------
Total assets 36,257
Liabilities 790
-------
Total equity $35,467
-------

Revenue $ 2,645
Expenses 2,141
-------
Net operating income $ 504
-------

Company's equity in net income $ 96
-------

</TABLE>

NOTE 2 - DIVESTITURE OF THE LINCOLN SAVINGS BANK, FSB
- -----------------------------------------------------

As previously reported, the Lincoln Savings Bank, FSB ("Lincoln") was the
primary asset of Lincorp Holdings, Inc., (the "Company"). On January 20, 1993,
in connection with the transaction described below, the Company relinquished
control of Lincoln by placing the common stock of Lincoln into a trust for
eventual sale, and by filing a divestiture notice with the Office of Thrift
Supervision (the "OTS").

F-10
<PAGE>

LINCORP HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS

was completed on August 12, 1994. As anticipated under the Acquisition
Agreement, the Company received none of the proceeds from the sale of Lincoln
but two of the Company's lenders received a total of $6.1 million as repayment
of a portion of the principal amount of debt owed them. This payment to the
Company's lenders represented a reduction in the loss recorded in 1992, relating
to the Company's writedown of its investment in Lincoln. Accordingly, the
Company recorded a $6.1 million income adjustment in 1994, relating to the
discontinued operations of Lincoln.

NOTE 3 - LIQUIDITY AND GOING CONCERN
- ------------------------------------

At December 31, 1995, the Company had approximately $158.0 million of
principal indebtedness and accrued and unpaid interest (the"Indebtedness")
outstanding under its Senior, Subordinated and Junior credit facilities. The
Company's parent company, Unicorp Energy Corporation ("UEC"), holds $144.5
million of the Indebtedness and Hees International Bancorp, Inc. ("Hees"), which
currently owns an indirect 24.6% non-voting equity interest in UEC, holds the
balance of the Indebtedness, $13.5 million. The Company is in payment default
under each of the above mentioned credit facilities. These credit facilities
are secured by a security interest in all of the Company's remaining non real
estate assets.

The Company's sources of operating funds during the year ended December 31,
1995, and to date have been primarily from the sales of marketable securities
and payments received from mortgage receivables. The assets being utilized to
fund the Company's operations are part of collateral package securing the above
described credit facilities. Unless the Company's lenders are prepared to
continue to defer in realizing on the pledged collateral and allow the Company
to utilize the proceeds from such collateral to fund its ongoing operations, the
Company will be unable to continue as a going concern.

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------

INCOME TAXES

In January 1993, the Company adopted Statement of Financial Accounting
Standards No. 109 ("FAS 109"), Accounting for Income Taxes, resulting in no
cumulative effect from prior periods. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax basis. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The

F-11
<PAGE>

LINCORP HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS

effect on deferred tax assets and liabilities of change in tax rates is
recognized in income in the period that includes the enactment date.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

NOTE 5 - OTHER LIABILITIES
- --------------------------

A summary of other liabilities is as follows:

DECEMBER 31,
----------------------
1995 1994
---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>

Reserve for contested tax liability claims.. $2,771 $2,900
Other....................................... 1,424 -
------ ----------
$4,195 $2,900
------ ----------

</TABLE>

NOTE 6 - DEBT ON REAL ESTATE ASSETS AND OTHER BORROWED FUNDS
- ------------------------------------------------------------

The Company's debt on real estate assets are as follows:

DECEMBER 31,
----------------------
1995 1994
------------ --------
(DOLLARS IN THOUSANDS)
<S> <C> <C>

$9 million promissory note (a)... $ 6,153 $ -
$11 million promissory note (b).. 9,510 -
------- --------
$15,663 $ -
------- --------
</TABLE>

At December 31, 1994, the Company had outstanding indebtedness totaling $19
million on two of its real estate assets. This indebtedness was held by the
General Partner to several of the Company's real estate joint ventures (see Note
1). Prior to January 1, 1995, when the Company's real estate operations were
reclassified as continuing operations, this indebtedness was included as part of
the net liability of real estate discontinued operations. During September,
1995, the outstanding debt on the real estate

F-12
<PAGE>

assets was purchased by UEC from the General Partner at face value. The amount
and terms of this debt with UEC is as follows:

(a) This is a $9 million promissory note line of credit which is secured by the
Company's investment in CSBB and is to be used to fund the Company's share
of any operating shortfalls of CSBB. This note matures July 22, 2000, and
carries interest at prime rate plus 1%. Also, under the terms of this note,
additional interest may be due each year through the note maturity date
equal to 50% of the net cash flow generated by CSBB, as defined. As of
December 31, 1995, no additional interest is due. At December 31, 1995, the
total principal amount outstanding on this note is $6 million.

Under the provisions of this note, since CSBB is not providing current cash
distributions to the Company, the monthly interest payments due on this note
have been deferred until the note's maturity date.

(b) This is an $11 million promissory note line of credit secured by the
Company's investment in MSLL. This note matures July 22, 1996, and carries
interest at prime rate plus 1%. Also, under the terms of this note,
additional interest may be due each year through the note maturity date
equal to 50% of the net cash flow generated by MSLL, as defined. As of
December 31, 1995, no additional interest is due. At December 31, 1995, the
total principal amount outstanding on this note is $9 million.

Under the provisions of this note, the Company is required to make monthly
interest payments up to the net cash flow, as defined, generated by MSLL.
Through September 30, 1995, the Company made all of the monthly payments
required. With the purchase of this note by UEC at the end of September,
1995, the Company, requested and received from UEC a month to month waiver in
making the monthly payments.

The Company's other borrowed funds are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1995 1994
---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Principal
- ---------
Senior secured revolving credit facility (a).. $ 19,921 $ 12,000
Subordinated term loan (b).................... 65,000 65,000
Junior line of credit (c)..................... 20,294 20,229
-------- --------
105,215 97,229
Accrued interest.............................. 52,774 38,912
-------- --------
$157,989 $136,141
-------- --------
</TABLE>

F-13
<PAGE>

(a) This is a $24 million facility with UEC and Hees which expired in August
1991. The Company has made no interest payments on this facility since its
expiration. At December 31, 1995, $12.0 million of the debt is with UEC
and $7.9 million is with Hees. As of December 31, 1994, the Hees debt
($7.9 million) and accrued interest of $2.1 million was allocated to and
included in the net liability for discontinued operations (see Note 1).

(b) This $65 million facility with UEC matures in August 1997 and calls for
interest-only payments at a fixed rate of 11.4 %, payable semi-annually.
The Company may prepay the loan at any time in whole or in amounts
aggregating $1 million or any larger multiple of $1 million. The term loan
includes convenants, among others, that require the maintenance of a minimum
level of tangible net worth and limit aggregate levels of additional
indebtedness. As a result of the losses incurred by the Company, it was not
in compliance with the above covenants and has not paid its semi-annual
interest payment since August 1991.

(c) In November 1989, the Company entered into an agreement with UEC that
provided the Company with a line of credit in the aggregate amount of $30
million (amended to $25 million on July 25,1990) due on demand with an
interest rate of prime plus 3.5% and a standby fee of one quarter of one
percent of the unused portion of the commitment. During 1995, the Company
borrowed $65 thousand against this facility.

During 1995, the weighted average amount of total debt outstanding was $123.0
million (1994, - $109.0 million) and the weighted average interest cost of these
funds during the year was 10.82 % (1994 - 10.45 %). The maximum amount of
borrowed funds at any one time during 1995 and 1994 was approximately $124.7
million and $111.3 million, respectively.

In December 1991, the Financial Accounting Standards Board issued SFAS No.
107 "Disclosures about Fair Value of Financial Instruments" ("FAS 107"). The
statement generally became effective for fiscal years ending after December 15,
1992, at which time entities were required to disclose the fair value of on and
off-balance sheet financial instruments, determined on a basis consistent with
the requirements of FAS 107. In view of the financial position of the Company
at December 31, 1995, management has determined it is not practicable to
estimate the fair value of debt and other borrowed funds.

F-14
<PAGE>

LINCORP HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS

NOTE 7 - INCOME TAXES
- ---------------------

Set forth below is an analysis of the Company's provision for income taxes
for the years ended December 31, 1995, 1994 and 1993.

<TABLE>
<CAPTION>
1995 1994 1993
------ ------ ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>

Current provision:
State and local............. $ 23 $ 300 $ 300
----- ----- -----
Provision for income taxes.. $ 23 $ 300 $ 300
----- ----- -----
</TABLE>

A reconciliation of the total provision for income taxes to amounts computed
by applying the federal tax rate to income is as follows:

<TABLE>
<CAPTION>
1995 1994 1993
-------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Computed at statutory rate................................ $(4,333) $(3,241) $(3,802)
State income taxes, net of federal benefit................ 23 300 300
Effect of no benefit recognized for net operating losses.. 4,333 3,241 3,802
------- ------- -------
Provision for income taxes................................ $ 23 $ 300 $ 300
------- ------- -------
</TABLE>

The accompanying balance sheets reflect no deferred tax assets or liabilities
as of December 31, 1995 and 1994, as a result of the application of FAS 109.

As part of the sale of Lincoln (see Note 2), the Company's debt previously
owed to the National Bank of Canada ("NBC") of approximately $77 million plus
accrued and unpaid interest was transferred to UEC. The debt acquired from NBC
by UEC was acquired at a cost of $4.7 million. As a result of the transfer of
the debt to an affiliate of the Company, the amount of debt transferred which is
in excess of the face amount is, for federal and state income tax purposes,
considered forgiveness of debt of the Company and therefore is required to be
included as taxable income by the Company. The Company will not have to pay
federal or state taxes on this income because of its insolvency pursuant to
Internal Revenue Service Code Section 108 (Discharge of Indebtedness). However,
tax attributes of the Company (net operating loss carry forwards, capital losses
and built-in losses) will be reduced to the extent of the forgiveness of
indebtedness. Additionally, for federal tax purposes, the Company may realize a
bad debt loss of approximately $85 million, as well as certain as yet
undetermined and unrealized potential capital losses. The Company has fully
reserved any deferred tax benefit associated with the net operating loss
carryforwards.

F-15
<PAGE>

LINCORP HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS

In May 1990, a subsidiary of the Company conveyed a property to one of its
lenders, in the form of a deed in lieu of foreclosure, resulting in a tax
assessment of $1.2 million being made by the Massachusetts Department of Revenue
(the"MDR") on such transfer. Shortly thereafter, this subsidiary was dissolved
but the tax liability remains outstanding. On November 29, 1993, an Offer of
Settlement was forwarded to the MDR with respect to this assessment which was
rejected by the MDR on October 26, 1995. The ultimate outcome of this
assessment cannot be determined at this time.

F-16
<PAGE>

EXHIBIT INDEX
-------------

<TABLE>
<CAPTION>
EXHIBIT NO. DOCUMENT NAME
- ---------- -------------
<S> <C>
10.24 Agreement dated as of September 5, 1995,by and among
CCI, the Company, Coscan Limited Partner Corporation,
CCC, Coscan California Limited Partner Corporation and
Coscan, Inc.

22 Subsidiaries of the Company
</TABLE>

<PAGE>

EXHIBIT 22
REV. 12/31/95
-------------

SUBSIDIARIES OF LINCORP HOLDINGS, INC.
--------------------------------------

IIT Missouri Corp.

IIT Realty Corp.

Lincorp, Inc.

Pleasure Island Corp.

Unicorp Delaware I, Inc.

Unicorp Delaware II, Inc.

Unicorp Holdings (U.S.) Incorporated

<PAGE>

AGREEMENT

THIS AGREEMENT is entered into as of the 5th day of September, 1995 by and
between COSCAN COLORADO INC., a Colorado corporation ("Colorado"), LINCORP
HOLDINGS, INC., a Delaware corporation, formerly known as Unicorp American
Corporation ("Lincorp"), COSCAN LIMITED PARTNER CORPORATION, a Colorado
corporation, formerly known as COSCAN UAC INC. ("UAC"), COSCAN CALIFORNIA
COMMERICAL, INC., a California Corporation ("California") formerly known as
COSCAN CALIFORNIA UAC INC. ("California UAC"), COSCAN, INC. a Delaware
corporation ("Coscan").

WITNESSETH:

WHEREAS, Colorado, as the general partner, and Lincorp and UAC, as limited
partners, did heretofore enter into that certain Agreement of Limited
Partnership of Coscan Commercial Limited Partnership dated July 23, 1990
("Partnership" 1"); and

WHEREAS, California, as the general partner, and Lincorp and California UAC,
as limited partners, did heretofore enter into that certain Agreement of Limited
Partnership of Coscan California Commercial Limited Partnership dated July 23,
1990 ("Partnership 2"); and

WHEREAS, Lincorp desires to sell 98% of its 50% limited partnership interest
in Partnership 1 to UAC, and grant to UAC an option to purchase the balance of
its limited partnership interest in Partnership 1; and

WHEREAS, UAC desires to purchase such limited partnership interest in
Partnership 1 from Lincorp and to obtain such option;

WHEREAS, Lincorp desires to sell its limited partnership interest in
Partnership 2 to California UAC, and California UAC desires to purchase such
limited partnership from Lincorp.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and other good and valuable consideration, the receipt of
which is hereby acknowledge, the parties agree as follows:

1. Lincorp hereby agrees to sell 98% of its 50% limited partnership interest
in Partnership 1 to UAC for a purchase price of Six Million Nine Hundred
Thirty Thousand Dollars ($6,930,000.00), and UAC hereby agrees to purchase 98%
of Lincorp's 50% limited partnership in Partnership 1 for said purchase price
on the earlier of September 28, 1995 or the date of the satisfaction of all
conditions precedent hereinafter set forth )"Purchase

<PAGE>

Date"). Said sale and purchase shall be accomplished by Lincorp delivering to
UAC an assignment of said partnership interest in the form attached hereto as
Exhibit A. The purchase price of $6,930,000.00 shall be payable by UAC
- ---------
concurrently with the delivery of the aforesaid assignment of partnership
interest by UAC's payment on behalf of and at the direction of Lincorp, which
direction is hereby given (i) the sum of Six Million Two Hundred Eighty-Seven
Thousand Nine Hundred Forty-Seven and 70/100 Dollars ($6,287,947.70) to Coscan,
which sum represents the amount needed to pay in full the outstanding principal
balance and all accrued and unpaid interest as of the Purchase Date due and
owing under that certain Promissory Note dated July 23, 1990 in the original
principal amount of Four Million Three Hundred Eighty Thousand Dollars (U.S.)
($4,380,000.00) payable to the order of Coscan, which Promissory Note was made
by Unicorp American Corporation, a Delaware corporation ("Promissory Note
1"), (ii) Six Hundred Forty-Two Thousand Fifty-Two and 30/100 Dollars
($642,052.30) to Coscan as a prepayment of principal and accrued but unpaid
interest due and owing under that certain Second Amended and Restated Promissory
Note dated July 23, 1990 in the original principal amount of Eleven Million
Dollars ($11,000,000.00) which Note is payable to the order of Coscan and made
by Unicorp American Corporation ("Promissory Note 2") .

2. Lincorp hereby agrees to grant and hereby grants to UAC an option to
purchase its remaining 1% limited partnership interest in Partnership 1
("Option"). The term of said Option shall commence on the Purchase Date and
shall expire on December 31, 1996. The purchase price for said 1% limited
partnership interest in Partnership 1 shall be payable by UAC concurrently with
the delivery of the aforesaid assignment of partnership interest by UAC's
payment on behalf of and at the direction of Lincorp, which direction is hereby
given to pay $70,000.00 to Coscan or its assigns as a prepayment of principal
and accrued but unpaid interest due and owing under that certain Promissory
Note dated July 23, 1990 in the original principal amount of Ten Million
Dollars ($10,000,000.00) payable to the order of Colorado and made by Unicorp
American Corporation ("Promissory Note 3"). The assignment of such partnership
interest shall be in the form attached hereto as Exhibit A.
---------

3. Colorado, in its capacity as general partner of Partnership 1 and pursuant
to the provision of Article XIII of the Agreement of Limited Partnership 1
hereby consents to the aforedescribed transfer of a 49% limited partnership
interest in Partnership 1 to UAC. Further, Colorado consents to the transaction
entered into between Lincorp and UAC under the terms of the Option.

4. Lincorp hereby agrees to sell its 50% limited partnership interest in
Partnership 2 to California UAC for a purchase price of One Hundred Dollars
($100.00), and California UAC hereby agrees to

2
<PAGE>

purchase Lincorp's 50% limited partnership in Partnership 2 for said purchase
price on the Purchase Date. Said sale and purchase shall be accomplished by
Lincorp delivering to California UAC an assignment of said partnership interest
in the form attached hereto as Exhibit B. The purchase price of $100.00 shall be
---------
payable in cash or by check concurrently with the delivery of the aforesaid
assignment of partnership interest.

5. California, in its capacity as general partner of Partnership 2 and
pursuant to the provision of Article XIII of the Agreement of Limited
Partnership of Partnership 2 hereby consents to the aforedescribed transfer of
Lincorp's 50% limited partnership interest in Partnership 2 to California UAC.
Further, in the event that the transfer of the aforedescribed 50% limited
partnership interest from Lincorp to California UAC results in a termination of
Partnership 2 under Section 708 of the Internal Revenue Code, then and in such
even California and California UAC, for tax purposes, hereby elect and agree to
reconstitute Partnership 2 in accordance with the Internal Revenue Code and the
regulations promulgated thereunder.

6. Lincorp and UAC hereby acknowledge that prior to the date of this
Agreement, Partnership 1 entered into an agreement to sell to Coscan Commercial
Properties, Inc., a Colorado corporation ("Commercial"), and an affiliate of
Colorado, the real property commonly known as 101 University Blvd., Denver,
Colorado, pursuant to the terms of that certain Commercial Contract to Buy
and Sell Real Estate, a copy of which is attached hereto as Exhibit C, for a
---------
purchase price of Two Million Six Hundred Fifty Thousand Dollars
($2,650,000.00). Lincorp and UAC, pursuant to Article V, Section 5.1(d) of the
Agreement of Limited Partnership of Partnership 1 hereby consent to such
contract and Colorado's execution thereof on behalf of Partnership 1, and
directs Colorado, in its capacity as general partnership of Partnership 1, to
consummate the purchase and sale described in said contract as soon as
practical.

7. Lincorp and UAC acknowledge that Partnership 1 as issued a loan commitment
("Commitment") by EFG Financial, Inc. ("RFG") for a Five Million Three Hundred
Thousand Dollar ($5,300,000.00) first mortgage loan (the "Loan") secured by the
Las Palmas Shopping Center ("Center"), which is owned by Partnership 1. Lincorp
and UAC acknowledge that the terms of the Commitment require that: (i) the
proposed first mortgage would not be prepayable for four (4) years after the
date the Loan is closed ("Prepayment Lockout"); (ii) the borrower under the
Loan be a bankruptcy remote, special purpose entity, which, among other things,
owns no other assets other than the Center, and which special purpose entity
would have no secured debt other than said Loan and no other liabilities other
than those incurred in the normal operations of the Center; and (iii)
Partnership 1 guarantee certain obligations of the borrower of the Loan pursuant
to the Commitment and also indemnify RFG with respect to environmental matters
("Guaranteed Obligations").

3
<PAGE>

Lincorp and UAC further acknowledge that Colorado has recommended the (i) a
Colorado limited liability company which would be owned by Colorado and
Partnership 1 (the "LLC) be formed; (ii) subsequent to the formation of such
entity, Partnership 1 transfer to the LLC the land, buildings, fixtures,
furnishings and equipment and other personal property which comprise the Center
in order to comply with the requirements of said Loan; (iii) the LLC, in order
to comply with the requirements of the Internal Revenue Code would be owned 1%
by Colorado, which will be the manager of the LLC, and 99% by Partnership 1;
(iv) the 1% ownership by Colorado in the LLC will arise through the conveyance
by Partnership 1 to Colorado of a 1% undivided ownership interest in the Center
in consideration of the payment by Colorado to Partnership 1 of the sum of
Seventy-Two Thousand Dollars ($72,000.00), which sum represents 1% of the
appraised value of the Center; (v) upon Colorado's acquisition of such 1%
undivided tenancy-in-common interest, it shall contribute the same to the LLC in
exchange for a 1% ownership interest in the LLC; and (vi) Partnership 1 accept
and close the Loan pursuant to the Commitment. Lincorp and UAC acknowledge that
since the Agreement of Limited Partnership 1 does not expressly permit the
obtaining of a loan with the Prepayment Lockout, the Guaranteed Obligations or
the conveyance or formation of the LLC, as described above, pursuant to Article
V, Section 5.1(d) of the Agreement of Limited Partnership of Partnership 1,
Lincorp and UAC hereby agree and consent to the foregoing, and direct Colorado,
in its capacity as general partner of Partnership 1, to consummate the formation
of the LLC, the transfer of the Center to the LLC and close the Loan, as soon as
practicable.

8. Lincorp agrees that the following shall be conditions precedent to the
obligations of Colorado, UAC, California, California UAC and Coscan to perform
their respective obligations and agreement hereunder:

(a) Lincorp's execution and delivery of an amendment to the Agreement of
Limited Partnership of Coscan Commercial Limited Partnership (i.e.
Partnership 1) in the form of Exhibit D attached hereto;
---------

(b) Lincorp's delivery of evidence that its limited partnership interests
in Partnership 1 and/or Partnership 2 have been released from any pledge,
assignment, hypothecation or other security interest granted by Lincorp to (i)
National Bank of Canada, (ii) Hees International Bancorp, and/or (iii) Unicorp
Canada Corporation pursuant to the rights granted to Lincorp under Section
13.3(b) of both the Agreement of Limited Partnership for Partnership 1 and the
Agreement of Limited Partnership for Partnership 2, which evidence shall be in
form and substance satisfactory to UAC and California UAC, as applicable;

4
<PAGE>

9. Each of the parties hereto shall, from time to time, execute and deliver
such further instruments as may be reasonably necessary to consummate and
evidence the various transactions, conveyances and consents described in and
contemplated by this Agreement and the exhibits attached hereto.

10. The parties hereto expressly agree that the terms and conditions hereof,
and the subsequent performance hereunder shall be governed, construed and
controlled by the laws of the State of Colorado.

11. This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof. Any and all prior written or oral
agreements are superseded hereby and are deemed to be null, void and of not
further force and effect, and each of the parties disclaim any future reliance
thereon. The parties agree that no change, alteration, amendment, modification
or waiver of any of the terms and provisions hereof shall be valid unless the
same shall be in writing and signed by the parties hereto.

12. This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns.

13. This Agreement and the rights and duties of the respective parties
hereunder shall not be assigned, delegated or assumed without the consent of
all parties hereto.

14. All agreements of the parties contained in the Agreement or in any
amendment or supplement hereto shall survive the consummation of any of the
transactions described herein.

15. The parties hereto acknowledge that this Agreement has been negotiated
and prepared in an arms-length transaction and that all parties hereto have had
the opportunity to discuss the terms and provisions hereof and the transactions
described herein with, and have received advice from, their respective counsel.
Accordingly, the parties agree that none of the parties shall be deemed to have
drafted this Agreement, and this Agreement shall not be interpreted against any
party as the draftsman.

16. In the event that any condition, covenant, agreement or other provisions
contained herein is held to be invalid or void by any court of competent
jurisdiction, the same shall be deemed several from the remainder of this
Agreement and shall in no way affect any other covenant or condition contained
herein.

17. This Agreement may be executed in two or more counterparts, each of which
shall be an original, but all of which shall constitute one Agreement.

5
<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered as of the day and year first above written.

LANCORP HOLDINGS, INC., a Delaware
corporation, formerly known as
Unicorp American Corporation

Attest:

By:_______________________ By:_____________________________________

Its:______________________ Its:____________________________________

COSCAN COLORADO, INC., a Colorado
corporation

Attest:

By:_______________________ By:_____________________________________

Its:______________________ Its:____________________________________

COSCAN LIMITED PARTNER CORPOATION,
a Colorado corporation, formerly
known as Coscan UAC, Inc.

Attest:

By:_______________________ By:_____________________________________

Its:______________________ Its:____________________________________

COSCAN CALIFORNIA COMMERCIAL, INC.,
a California corporation

Attest:

By:_______________________ By:_____________________________________

Its:______________________ Its:____________________________________

6
<PAGE>

COSCAN CALIFORNIA LIMITED PARTNER CORPORATION
a California corporation, formerly
known as Coscan California UAC, Inc.

Attest:

By:_______________________ By:_____________________________________

Its:______________________ Its:____________________________________

COSCAN INC., a Delaware
corporation
Attest:

By:_______________________ By:_____________________________________

Its:______________________ Its:____________________________________

<PAGE>

<ARTICLE> 5

<S> <C>
<MULTIPLIER> 1,000
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 660
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 16,181
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 17
<OTHER-SE> (161,683)
<TOTAL-LIABILITY-AND-EQUITY> 16,181
<SALES> 0
<TOTAL-REVENUES> 884
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 312
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,316
<INCOME-PRETAX> (12,744)
<INCOME-TAX> 23
<INCOME-CONTINUING> (12,767)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (12,767)
<EPS-PRIMARY> (7.38)
<EPS-DILUTED> (7.38)

</TABLE>