<PAGE>
SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 28)
Lincorp Holdings, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
- -------------------------------------------------------------------------------
(Title of Class of Securities)
904659 10 9
- -------------------------------------------------------------------------------
(CUSIP Number)
Selig D. Sacks, Esq.
Pryor, Cashman, Sherman & Flynn
410 Park Avenue
New York, New York 10022
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of person
authorized to receive notice and communications)
June 18, 1997
- -------------------------------------------------------------------------------
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
to acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 904659 10 9 PAGE 2 OF 19 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Unicorp Energy Corporation
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 ITEMS 2(d) OR 2(e)
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Province of Ontario, Canada
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7 1,286,886 (See Item 5)
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 1,286,886 (See Item 5)
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,286,886 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 Row (11) EXCLUDES CERTAIN SHARES
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 74.3%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 IV
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 904659 10 9 PAGE 3 OF 19 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Townsview Investments Limited
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 ITEM 2(d) OR 2(e)
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Canada
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7 0 (See Item 5)
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 1,286,886 (See Item 5)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 0 (See Item 5)
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 1,286,886 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 0 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 Row (11) EXCLUDES CERTAIN SHARES
[x]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 904659 10 9 PAGE 4 OF 19 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George S. Mann
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 ITEM 2(d) OR 2(e)
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Canada
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7 0 (See Item 5)
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 1,286,886 (See Item 5)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 0 (See Item 5)
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 1,286,886 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 0 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 Row (11) EXCLUDES CERTAIN SHARES
[x]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 904659 10 9 PAGE 5 OF 19 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ian G. Cockwell
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Canada
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7 0 (See Item 5)
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 1,286,886 (See Item 5)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 0 (See Item 5)
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 1,286,886 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 0 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[x]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 904659 10 9 PAGE 6 OF 19 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Westcliff Management Services, Ltd.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Canada
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7 0 (See Item 5)
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 1,286,886 (See Item 5)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 0 (See Item 5)
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 1,286,886 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 0 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[x]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 IV
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP NO. 904659 10 9 Page 7 of 19 Pages
AMENDMENT NO. 28 TO SCHEDULE 13D
Pursuant to Rule 13d-2(c) under the Securities Exchange Act of 1934, as
amended (the "Act"), this is the first electronic amendment to a paper format
Schedule 13D originally filed by Unicorp Energy Corporation ("UEC"), a company
organized under the laws of the Province of Ontario, Canada, formerly known as
Unicorp Canada Corporation, which was formerly known as Unicorp Financial
Corporation, and George S. Mann ("Mr. Mann"), dated October 29, 1981 (the
"Original Statement"), as amended and supplemented by Amendment No. 1, dated
June 24, 1983 ("Amendment No. 1"), Amendment No. 2, dated January 11, 1984
("Amendment No. 2"), Amendment No. 3, ("Amendment No. 3"), Amendment No. 4,
dated February 25, 1984 ("Amendment No. 4"), Amendment No. 5, dated October 10,
1984 ("Amendment No.5"), Amendment No. 6, dated December 24, 1984 ("Amendment
No. 6"), Amendment No. 7, dated January 2, 1985 ("Amendment No.7), Amendment
No. 8, dated May 14, 1986 ("Amendment No. 8"), Amendment No. 9, dated June 12,
1986 ("Amendment No. 9"), Amendment No. 10, dated June 30, 1986 ("Amendment No.
10"), Amendment No. 11, dated July 2, 1986 ("Amendment No. 11"), Amendment No.
12, dated January 4, 1988 ("Amendment No. 12"), Amendment No. 13, dated March
21, 1988 ("Amendment No. 13"), Amendment No. 14, dated September 2, 1988
("Amendment No. 14"), Amendment No. 15, dated May 9, 1989 ("Amendment No. 15"),
Amendment No. 16, dated May 16, 1989 ("Amendment No. 16"), Amendment No. 17,
dated July 17, 1989 ("Amendment No. 17"), Amendment No. 18, dated September 15,
1989 ("Amendment No. 18"), Amendment No. 19, dated September 22, 1989
("Amendment No. 19"), Amendment No. 20, dated February 23, 1990 ("Amendment No.
20"), Amendment No. 21, dated April 19, 1990 ("Amendment No. 21"), Amendment No.
22, dated October 15, 1990 ("Amendment No. 22"), Amendment No. 23, dated
November 27, 1990 ("Amendment No. 23"), Amendment No. 24, dated March 8, 1991
("Amendment No. 24"), Amendment No. 25, dated April 29, 1991 ("Amendment No.
25"), Amendment No. 26, dated March 22, 1995 ("Amendment No. 26") and Amendment
No. 27, dated March 25, 1996 ("Amendment No. 27"). However, pursuant to Rule
13d-2(c) this amended and restated Schedule 13D does not set forth the
previously filed paper exhibits. This statement (the "Statement") is being
filed by UEC, Townsview Investments Limited ("Investments"), Westcliff
Management Services, Ltd., an Ontario corporation ("Westcliff"), Mr. Mann and
Ian G. Cockwell ("Mr. Cockwell"), pursuant to Rule 13d-2(a) under the Act as a
result of a sale by Mr. Mann of his ownership position in Investments which had
the effect of reducing Mr. Mann's beneficial ownership
<PAGE>
CUSIP NO. 904659 10 9 Page 8 of 19 Pages
in the Issuer (as defined below) by more than one percent as more fully
described below.
ITEM 1. SECURITY AND ISSUER
UEC, Investments, Mr. Mann, Mr. Cockwell and Westcliff hereby amend,
supplement and restate the statement on Schedule 13D relating to the common
stock, par value $.01 per share (the "Common Stock"), of Lincorp Holdings, Inc.
(the "Issuer"), a Delaware corporation, formerly known as Unicorp American
Corporation, which was formerly known as Institutional Investors Corporation, as
originally filed by Mr. Mann and UEC in 1981.
The principal executive offices of the Issuer are located at 245 Park
Avenue, 28/th/ Floor, New York, New York 10167.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by UEC, Investments, Mr. Mann, Mr. Cockwell
and Westcliff (the "Reporting Persons").
UEC is a Canadian public company conducting financing and investment
activities in the real estate sectors in North America, whose securities are
traded on the Toronto Stock Exchange. UEC has two classes of securities: Class
A stock ("UEC-Class A"), holders of which have the right to elect two members of
the Board of Directors of UEC but have no other right to vote as shareholders,
and Class B stock ("UEC-Class B"), holders of which have the right to elect the
remaining members of the Board of Directors of UEC and to vote on all other
matters. However, UEC-Class A shares and UEC-Class B shares rank equally in the
payment of dividends and UEC-Class A shares rank in priority on liquidation,
dissolution or winding down of UEC and UEC-Class A shares are convertible into
UEC-Class B shares under certain circumstances. Currently, there are 9,092,751
UEC-Class A shares outstanding and 1,035,944 UEC-Class B shares outstanding. The
present principal occupations or employment of the directors and executive
officers of UEC and the names, principal businesses and addresses of
organizations in which such employment is conducted are set forth on Appendix A,
which is attached hereto and incorporated herein.
Mr. Mann is a citizen of Canada is a director of UEC. Mr. Mann is the
controlling person of Tracy Mann Investments Limited, an Ontario corporation,
which owns 33,333 UEC-Class B shares, representing approximately 3.2% of the
UEC-Class B shares currently outstanding and 33,333 UEC-Class A shares,
representing
<PAGE>
CUSIP NO. 904659 10 9 Page 9 of 19 Pages
approximately .4% of the UEC-Class A shares currently outstanding.
Mr. Mann is also the controlling person of Townsview Properties Limited, an
Ontario corporation ("Properties"), which owns 166,861 UEC-Class B shares,
representing approximately 10.67% of the UEC-Class B shares currently
outstanding and 970,069 UEC-Class A shares, representing approximately 16.11% of
the UEC Class A shares currently outstanding. Prior to the sales described
below, Properties also owned 60.4% of Investments. Although Mr. Mann and
parties related to him previously agreed to support the election of two nominees
of Westcliff to the board of directors of UEC such agreement has been terminated
and is no longer operative.
Investments is a single purpose investment holding company, which owns
1,027,527 UEC-Class A shares, representing approximately 11.30% of the UEC Class
A shares currently outstanding, and 177,092 UEC-Class B shares, representing
approximately 17.09% of the UEC Class B shares currently outstanding. The
present principal occupations or employment of the directors and executive
officers of Investments and the names, principal businesses and addresses of
organizations in which such employment is conducted are set forth on Appendix B,
which is attached hereto and incorporated herein.
Mr. Cockwell is a citizen of Canada and is the controlling person of
Westcliff, which owns 475,000 UEC-Class B shares representing approximately 46%
of the UEC-Class B shares currently outstanding and 1,000,000 UEC-Class A shares
representing approximately 11% of the UEC-Class A shares currently outstanding.
Mr. Cockwell is the President, and a Director of Investments and the President
and a Director of UEC.
Westcliff is a private investment and management services company.
Westcliff also holds an indirect investment in UEC through its interest in
Investments. The present principal occupations or employment of the directors
and executive officers of Westcliff and the names, principal businesses and
addresses of organizations in which such employment is conducted are set forth
on Appendix C, which is attached hereto and incorporated herein.
During the last five years, none of the directors, executive officers or
controlling persons of UEC, Investments or Westcliff, or Mr. Mann or Mr.
Cockwell has been (a) convicted in a criminal proceeding (excluding traffic
violation or similar misdemeanors) or (b) a party to a civil proceeding of a
judicial or
<PAGE>
CUSIP NO. 904659 10 9 Page 10 of 19 Pages
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Beginning in 1981 and as described in the Original Statement and the
subsequent amendments thereto, UEC has made a series of purchases and
divestitures of various securities of the Issuer, including, without limitation,
Common Stock, Series A Preferred Stock of the Issuer and Series B Preferred
Stock of the Issuer, and options to purchase Common Stock, such that as of the
date hereof UEC directly owns 1,286,886 shares of Common Stock of the Issuer
(the "UEC Shares") of the 1,730,599 currently outstanding shares of Common Stock
of the Issuer, representing approximately 74.3% of the shares of Common Stock
currently outstanding. The UEC Shares were purchased using working capital,
borrowings under UEC's revolving lines of credit and forgiveness of
indebtedness.
ITEM 4: PURPOSE OF TRANSACTION
The shares referred to in Item 5 below were acquired by UEC for investment
purposes. At any time UEC may determine to dispose of some or all of its
holdings of Common Stock of the Issuer. Any decision by UEC to dispose of some
or all of its holdings of Common Stock of the Issuer will depend, however, on
numerous factors, including, without limitation, the price of shares of Common
Stock of the Issuer, the terms and conditions relating to their sale, the
prospects and profitability of the Issuer, other business and investment
alternatives of UEC and general economic and market conditions.
Except as set forth above, none of the Reporting Persons nor, to the best
knowledge of such persons, any executive officer or director or any of the
Reporting Persons has any plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or in dividend
<PAGE>
CUSIP NO. 904659 10 9 Page 11 of 19 Pages
policy of the Issuer; (f) any other material change in the Issuer's business or
corporate structure; (g) changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person; (h) a class of securities of the Issuer to
be delisted from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered national
securities association; (i) a class of equity securities of the Issuer to become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or (j) any action similar to any of those
enumerated above. The Reporting Persons may formulate plans or proposals with
respect to one or more of the foregoing in the future.
The transactions which triggered the requirement for filing this Statement
were sales on June 18, 1997 and January 20, 1998 by Properties of 500,000 Class
B shares of Investments to Ontario for $1.00 and 1,456,277 Class B shares of
Investments to Coastal Investments Inc. for $1,000. As previously indicated,
prior to the transaction, Mr. Mann indirectly through Properties owned 60.4% of
Investments and Investments owned and continues to own 177,092 UEC-Class B
shares (17.09%) and 1,027,527 UEC-Class A shares (11.30%). The sales by Mr.
Mann eliminated Mr. Mann's indirect beneficial interest in Investments such that
Mr. Mann is no longer the controlling shareholder of Investments and accordingly
reduced Mr. Mann's indirect beneficial ownership in the Issuer.
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, UEC owns directly 1,286,886 shares of Common
Stock, representing approximately 74.3% of the shares of Common Stock currently
outstanding.
As of the date hereof, Investments, Mr. Mann, Westcliff and Mr. Cockwell
may be deemed to be beneficial owners of the UEC Shares.
(b) UEC has the sole power to vote and dispose of the Lincorp Shares which
it owns directly. Investments, Properties and Mr. Mann, through Mr. Mann's
indirect ownership of shares of UEC and his position as a director of UEC, may
be deemed to have the shared power to vote and dispose of a portion of the
Lincorp Shares which UEC owns directly. Investments, Westcliff and Mr. Cockwell,
through Mr. Cockwell's indirect ownership of shares of UEC and his position as a
Director and President of UEC, may be
<PAGE>
CUSIP NO. 904659 10 9 Page 12 of 19 Pages
deemed to have the shared power to vote and dispose of the a portion of the UEC
Shares which UEC owns directly. However, Investments, Mr. Mann, Westcliff and
Mr. Cockwell disclaim any direct beneficial ownership interest in the Lincorp
Shares owned directly by UEC.
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1-(Filed as an exhibit to the Original Statement)
Exhibit 2-(Filed as an exhibit to the Original Statement)
Exhibit 3-(Filed as an exhibit to the Original Statement)
Exhibit 4- Press Release dated December 28, 1983 (Filed as an exhibit to
Amendment No. 2)
Exhibit 5- Agreement and Plan of Merger dated as of December 27, 1983 (Filed as
an exhibit to Amendment No. 2)
Exhibit 6- (Filed as an exhibit to Amendment No. 3)
Exhibit 7- (Filed as an exhibit to Amendment No. 3)
Exhibit 8- Press Release dated February 15, 1984 (Filed as an exhibit to
Amendment No. 4)
Exhibit 9- Press Release dated February 9, 1984 (Filed as an exhibit to
Amendment No. 4)
Exhibit 10- Option Agreement with Kramble Holdings, Inc. (Filed as an exhibit to
Amendment No. 5)
Exhibit 11- Option Agreement with Hess International (Filed as an exhibit to
Amendment No. 5)
Exhibit 12- Letter dated May 14, 1989 from UCC to the Issuer (Filed as an
exhibit to Amendment No. 10)
Exhibit 13- Press Release dated June 30, 1986 (Filed as an exhibit to Amendment
No. 11)
<PAGE>
CUSIP NO. 904659 10 9 Page 13 of 19 Pages
Exhibit 14 [sic]- Subscription and Purchase Agreement dated December 31, 1987
(Filed as an exhibit to Amendment No. 12)
Exhibit 14- Letter dated May 8, 1989 from UCC to the Board of Directors of the
Issuer (Filed as an exhibit to Amendment No. 15)
Exhibit 15- Complaint in Michael Weiss v. George S. Mann, et al. (Filed as an
---------------------------------------
exhibit to Amendment No. 16)
Exhibit 16- Press Release dated July 14, 1989 (Filed as an exhibit to Amendment
No. 17)
Exhibit 17- Press Release dated September 14, 1989 (Filed as an exhibit to
Amendment No. 18)
Exhibit 18- Complaint in Michael Weiss v. George S. Mann, et al. (C.A. No.
---------------------------------------
11417) (Filed as an exhibit to Amendment No. 20)
Exhibit 19- Press Release dated April 18, 1990 (Filed as an exhibit to Amendment
No. 21)
Exhibit 20- Press Release dated October 4, 1990 (Filed as an exhibit to
Amendment No. 22)
Exhibit 21- Press Release dated November 23,1990 (Filed as an exhibit to
Amendment No. 23)
Exhibit 22-Letter dated March 4, 1991 from Townsview Properties Limited to
United Canada Corporation (Filed as an exhibit to Amendment No. 24)
Exhibit 23-Press Release dated April 24, 1991 (Filed as an exhibit to Amendment
No. 25)
Exhibit 24- Press Release dated January 6, 1995 (Filed as an exhibit to
Amendment No. 26)
Exhibit 25- Press Release dated February 20, 1996 (Filed as an exhibit to
Amendment No. 27)
Exhibit 26- Joint Filing Agreement (Filed as an exhibit to Amendment No. 27)
Exhibit 27- Joint Filing Agreement (Filed as an exhibit to this Statement)
<PAGE>
CUSIP NO. 904659 10 9 Page 14 of 19 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: April 6, 1998
UNICORP ENGERGY CORPORATION
By: /s/ Ian. G. Cockwell
-------------------------------
Name: Ian G. Cockwell
Title: President
WESTCLIFF MANAGEMENT SERVICES, INC.
By: /s/ Ian. G. Cockwell
-------------------------------
Name: Ian G. Cockwell
Title: President
TOWNSVIEW INVESTMENTS LIMITED
By: /s/ Ian G. Cockwell
-------------------------------
Name: Ian G. Cockwell
Title: President
/s/ George S. Mann
------------------------------------
Name: George S. Mann
/s/ Ian G. Cockwell
------------------------------------
Name: Ian G. Cockwell
<PAGE>
CUSIP NO. 904659 10 9 Page 15 of 19 pages
APPENDIX A
----------
Set forth below are the names and present principal occupations or
employment of UEC's directors and executive officers and the names, principal
businesses and addresses of organizations in which such employment is conducted.
Unless otherwise noted, each person listed below is a citizen of Canada and has
as their business address BCE Place, 181 Bay Street, Suite 2380, P.O. Box 847,
Bay Wellington Tower, Toronto, Ontario M5J 2T3.
<TABLE>
<CAPTION>
Position with Principal
Name UEC Occupation and Address
---- ------------- ----------------------
<S> <C> <C>
Ian G. Cockwell Director and President of Westcliff
President Management Services, Ltd.
181 Bay Street
Suite 2380
Toronto, Ontario,
Canada M5J2S1
Robert A. Dunford Chairman of Board Chairman of the Board of
of Directors Great Lakes Power Inc.
181 Bay Street
Suite 4400
Toronto, Ontario
Canada M5J2S1
Charles T. Howard Director President and Chief
Executive Officer of Ausuoram Holdings
Limited
130 Adelaide Street
Suite 3302
Toronto, Ontario
Canada M4T1HK
Sidney A. Lindsay Director President of Lindsay
Consultants
98 Inglewood Drive
Toronto, Ontario
Canada M4TiHS
George S. Mann Director Investor
2 St. Claire Avenue West
Suite 1004 Toronto, Ontario
Canada M4V1L5
</TABLE>
<PAGE>
CUSIP NO. 904659 10 9 Page 16 of 19 pages
<TABLE>
<S> <C> <C>
Anne Arone Secretary Secretary of the Company
181 Bay Street
Suite 2380
Toronto, Ontario
Canada M5J2S1
</TABLE>
<PAGE>
CUSIP NO. 904659 10 9 Page 17 of 19 pages
APPENDIX B
----------
Set forth below are the names and present principal occupations or
employment of Investments' directors and executive officers and the names,
principal businesses and addresses of organizations in which such employment is
conducted. Unless otherwise noted, each person listed below is a citizen of
Canada and have as their business address 181 Bay Street, Suite 2380, Toronto,
Ontario, Canada, M5J2S1.
<TABLE>
Position with Principal
Name Investments Occupation and Address
---- -------------- ----------------------
<S> <C> <C>
Ian G. Cockwell Director and President of Westcliff
President Management Services, Ltd.
161 Bay Street
Suite 2380
Toronto, Ontario,
Canada M5J2S1
</TABLE>
<PAGE>
CUSIP NO. 904659 10 9 Page 18 of 19 pages
APPENDIX C
----------
Set forth below are the names and present principal occupations or
employment of Westcliff's directors and executive officers and the names,
principal businesses and addresses of organizations in which such employment is
conducted. Unless otherwise noted, each person listed below is a citizen of
Canada and have as their business address 181 Bay Street, Suite 2380, Toronto,
Ontario, Canada M5J2S1.
<TABLE>
Position with Principal
Name Investments Occupation and Address
---- ------------- ----------------------
<S> <C> <C>
Ian G. Cockwell President President of Westcliff
Management Services, Ltd.
181 Bay Street
Suite 2380
Toronto, Ontario,
Canada M5J2S1
</TABLE>
<PAGE>
CUSIP NO. 904659 10 9 Page 19 of 19 Pages
EXHIBIT 27
JOINT FILING AGREEMENT
----------------------
In accordance with Rule 13-d(f) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of each
of them of a statement on Schedule 13D (including amendments thereto) with
respect to the common stock, par value $0.01 per share, of Lincorp Holdings,
Inc.
Dated: June 4, 1998
UNICORP ENGERGY CORPORATION
By: /s/ Ian G. Cockwell
-------------------------------
Name: Ian G. Cockwell
Title: President
WESTCLIFF MANAGEMENT SERVICES, INC.
By: /s/ Ian G. Cockwell
-------------------------------
Name: Ian G. Cockwell
Title: President
TOWNSVIEW INVESTMENTS LIMITED
By: /s/ Ian G. Cockwell
-------------------------------
Name: Ian G. Cockwell
Title: President
/s/ George S. Mann
----------------------------------
Name: George S. Mann
/s/ Ian G. Cockwell
----------------------------------
Name: Ian G. Cockwell
