<PAGE>
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995 Commission file number 1-7795
UNC INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 54-1078297
(State of incorporation) (I.R.S. employer identification number)
175 Admiral Cochrane Drive
Annapolis, Maryland 21301
(Address of principal (Zip code)
executive offices)
(410)266-7333
(Registrant's telephone number, including area code)
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 $0.20
Per Share New York Stock Exchange
9 1/8% Senior Notes due 2003 New York Stock Exchange
7 1/2% Convertible Subordinate
Debentures due 2006 New York Stock Exchange
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES __X__ NO _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant at January 22, 1996 was approximately $107,659,292.
The number of shares of Registrant's Common Stock outstanding on February 28,
1996 was 17,798,981 (excluding 700,000 shares held in treasury).
(Cover page continued)
<PAGE>
<PAGE> 2
DOCUMENTS INCORPORATED BY REFERENCE
No documents are incorporated herein by reference.
<PAGE>
<PAGE> 3
Amendment
---------
The Registrant's Annual Report on Form 10-K for the year ended December 31,
1995, which was filed with the Commission on March 28, 1996, incorporated by
reference certain information under Section III to the Registrant's
definitive Proxy Statement. The Registrant's Proxy Statement will not be
filed with the Commission within 120 days of the end of the Registrant's
fiscal year, therefore, this information is hereby being filed under
amendment to Form 10-K.
Section III
Item 10. Directors and Executive Officers of the Company
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners
and Management
Item 13. Certain Relationships and Related Transactions.
<PAGE>
<PAGE> 4
Part III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
(a) Directors of the Company
The current directors of the Registrant, all of whom except Messrs.
Hittinger and Holloway will be nominated for re-election at the Annual
Meeting of Stockholders, are set forth below. Messrs. Hittinger and Holloway
will be retiring as members of the Board of Directors effective with the
election of Directors at the Annual Meeting of Stockholders.
Served as Business Experience
Director During Past Five Years
Name Age Since and Other Directorships
- -------------- --- --------- ------------------------------
Dan A. Colussy 64 1981 Chairman, Chief Executive Officer
and President of the Company since
December 1989, except for
September 1994 through October
1995 when serving as Chairman and
Chief Executive Officer of the
Company; previously President and
Chief Executive Officer of the
Company since December 1984;
Chairman, President and Chief
Executive Officer of Canadian
Pacific Air Lines, Limited from
November 1982 until December 1984;
Chairman of Columbia Air (airline)
from June 1981 to November 1982;
prior to that, Mr. Colussy served
in senior management positions
with Pan American World Airways
for more than five years,
including that of President and
Chief Operating Officer from April
1978 to December 1980; Director of
Baltimore Gas and Electric Company
(public utility) and Blue Cross
Blue Shield of Maryland, Inc.
(health insurance).
Berl Bernhard 66 1992 Chairman of the law firm of
Verner, Liipfert, Bernhard,
McPherson and Hand since 1982;
partner in the firm since 1962
(diversified law firm including
comprehensive domestic and
international aviation practice);
Director of Uniroyal Chemical
Company, Inc. (manufacturer of
specialty chemicals).
Beverly B. Byron 63 1993 Independent Consultant since
November 1993; Presidential
Appointee to Commission on Base
<PAGE>
<PAGE> 5
Closure & Realignment, January-
November 1993; previously
Representative, United States
Congress from January 1979 to
January 1993; Director of
Baltimore Gas & Electric Company
(public utility), McDonnell
Douglas Corporation (aerospace),
Farmers & Mechanics National Bank
- Frederick (banking) and Blue
Cross Blue Shield of Maryland,
Inc. (health insurance).
John K. Castle 55 1986 Chief Executive Officer and
Director of Branford Castle, Inc.
(investments) since September
1986; Chairman, Chief Executive
Officer and Director of Castle
Harlan, Inc. (merchant bankers)
since June 1987; previously
President and Chief Executive
Officer of Donaldson, Lufkin &
Jenrette, Inc. (investment
bankers); Director of Sealed Air
Corporation (manufacturer of
protective packaging materials),
Quantum Restaurant Group, Inc.
(restaurant holding company) and
Homestead National Corporation
(insurance holding company).
William C. Hittinger 73 1986 Retired; previously Executive Vice
President of RCA Corporation
(electronics communications) for
more than five years prior to his
retirement in January 1986;
Director of Bio Technical
International, Inc. (agricultural
seed products).
James L. Holloway III 74 1987 President, Naval Historical
Foundation (national naval
historic preservation) since 1982;
previously President, Council of
American Flag Ship Operators
(national trade association
representing owners and operators
of U.S. flag vessels), August 1981
through 1989; Admiral, U.S. Navy
(Retired) and former Chief of
<PAGE>
<PAGE> 6
Naval Operations prior to his
retirement in 1978.
George V. McGowan 68 1989 Retired; Chairman of the Executive
Committee, Baltimore Gas &
Electric Company (public utility);
previously Chairman and Chief
Executive Officer, Baltimore Gas &
Electric Company (public utility),
NationsBank (banking) and
McCormick and Company, Inc.
(specialty foods).
Jack Moseley 64 1987 Retired; previously Chairman,
President and Chief Executive
Officer, USF&G Corporation
(insurance and financial services)
for 1987 more than five years
prior to his retirement.
Lawrence A. Skantze 67 1989 Independent industrial consultant
since August 1987; General, U.S.
Air Force (Retired) and former
Commander, U.S. Air Force Systems
Command, July 1984 to August 1987.
(b) Executive Officers of the Company.
The following table sets forth the names and ages of all executive
officers of the Company, their positions and office with the Company, and the
period during which each person has served as such.
<TABLE>
<CAPTION>
Positions and Served as
Office Currently Held Officer
Name Age with the Company Since (1)
- -------------------- --- --------------------- ---------
<S> <C> <C> <C>
Dan A. Colussy 64 Chairman of the Board, President 1984
and Chief Executive Officer
and Director
Robert L. Pevenstein 49 Senior Vice President and 1987
Chief Financial Officer
John H. Moellering 57 Executive Vice President, 1993
Aviation Services Division
John J. Bonasia 62 Senior Vice President, 1990
Engine Overhaul Division
Robert A. Gustafson 49 Senior Vice President, 1994
Accessory Services Division
Gerald J. Knapp 53 Senior Vice President, 1991
Human Resources
<PAGE>
<PAGE> 7
Richard H. Lange 62 Senior Vice President, General 1987
Counsel and Secretary
Gregory M. Bubb 44 Vice President and Treasurer 1988
Paul X. McLain 55 Vice President, Financial Controls 1982
______________________
</TABLE>
(1) The dates indicated include service in offices other than current
office, but do not include any previous service as a Director.
There is no family relationship between any director, executive
officer, or person nominated or chosen by the Company to become a director or
executive officer and any other such person, director or executive officer.
The following information relates to the business experience during the
past five years of each Executive Officer named above:
Mr. Colussy has served as Chairman, President and Chief Executive
Officer of the Company since October 1995. Previously he was Chairman and
Chief Executive Officer of the Company since October 1994, and prior thereto
he was Chairman, President and Chief Executive Officer since April 1989 and
President and Chief Executive Officer since December 1984.
Mr. Pevenstein has served as Senior Vice President and Chief Financial
Officer of the Company since February 1992 and previously as Vice President
Finance and Chief Financial Officer since October 1987. He joined the
Company as Controller in September 1987.
Mr. Moellering joined the Company as Executive Vice President and Chief
Operating Officer, UNC Aviation Services in October 1993. Previously he was
President and Chief Executive Officer of Lear Siegler Management Services
Corporation from 1990 to 1993 and prior to that he was Corporate Vice
President with Automatic Data Processing, Inc. from 1987 to 1990.
Mr. Bonasia has served as Senior Vice President, Engine Overhaul
Division since October 1994. Prior to such time he served in various senior
management positions with the Company for more than five years.
Mr. Gustafson joined the Company as Senior Vice President, Accessory
Services Division in October 1994. Previously he was Group Vice President -
Aviation Division and President Page Avjet Corporation for the BBA Group PLC
from 1991 to 1994 and Group Vice President - AAR Service Companies of AAR
Corporate from 1990 to 1991.
Mr. Knapp has served as Senior Vice President, Human Resources since
May 1994, he joined the Company as Vice President, Human Resources in
April 1991. Prior to such time he was Manager, Human Resources Management,
for Thomason Consumer Electronics, Inc. for more than five years.
Mr. Lange has served as Senior Vice President, General Counsel and
Secretary since May 1994, he was elected Vice President, General Counsel and
Secretary of the Company in July 1987.
<PAGE>
<PAGE> 8
Mr. Bubb has served as Vice President and Treasurer since May 1992. He
joined the Company as Treasurer in March 1988.
Mr. McLain joined the Company as Vice President, Financial Controls in
August 1982.
COMPLIANCE WITH SECTION 16(a)
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership. Except as otherwise noted, based solely
on its review of copies of the forms received by it, or written
representations from certain reporting persons that they were not required to
file Form 5-S, the Company believes that during 1995, all filing requirements
were complied with on a timely basis. Mr. Bernhard, a director of the
Company, did file a Form 5 in 1996 to report two purchases of stock in 1994
and the sale of stock in 1995. Mr. Skantze, a director of the Company, also
filed a Form 5 to report the purchase of stock in 1994.
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Directors who are employees of the Company receive no additional
compensation for their services as directors or as members of committees of
the Board. Cash compensation payable to other directors for services in that
capacity under the Outside Directors Compensation Plan currently consists of
a retainer of $15,000 per year and a fee of $1,000, plus travel expenses, for
each day of each meeting of the Board of Directors attended in person and a
fee of $500 for participation in a meeting by telephone. Additional annual
retainers of $3,000 and $2,000 are paid to the Chairman of each committee and
to each member of a committee, respectively. Members of the committees are
also paid a fee of $800 for each committee meeting attended in person and a
fee of $400 for participation in a committee meeting by telephone. In
addition to any retainer or meeting fees for serving on the Board of
Directors or any committee, a director who renders services on behalf of the
Company outside of formal meetings is compensated for such services at the
rate of $1,000 per day.
Effective as of July 31, 1987, the Company adopted the Outside
Directors Separation from Service Plan (the "Outside Directors Service
Plan"). All directors who are not employed by the Company automatically
become participants under the Outside Directors Service Plan, but must have
served on the Board of Directors for three years before their benefits become
vested. Benefits are payable as an annuity, paid in monthly installments,
equal to the director's final basic retainer fee, multiplied by a ratio equal
to one-tenth of the director's years of service, provided, however, that no
director shall receive more than 10 years of service and such ratio shall
equal zero until a director completes three years of service. Benefits
become payable upon a director's ceasing to serve on the Board of Directors,
or upon a director's death in which event benefits are paid to the surviving
spouse, if any. Upon a change in control of the Company, as defined, the
Company must purchase and distribute to each participating director an
annuity sufficient to provide the director's accrued and vested benefit as of
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<PAGE> 9
the date of such change. All directors not otherwise employed by the Company
are participants under the Outside Directors Service Plan.
Directors are eligible to participate in the Company's group life
insurance program.
SUMMARY COMPENSATION TABLE
The following tables summarize certain information regarding the
Company's compensation of certain executive officers for the last three
fiscal years.
<TABLE>
<CAPTION>
Annual Compensation
-------------------
Other Annual
Year Salary Bonus($) Compensation($)(1)
---- -------- -------- ------------------
<S> <C> <C> <C> <C>
Dan A. Colussy, 1995 $610,000 $171,000(3) $44,887(4)
Chairman, President and 1994 592,019 150,000(6) 42,278
Chief Executive Officer 1993 566,294 - 31,422
John H. Moellering (8) 1995 265,000 138,496(9) 29,798(4)
Executive Vice President, 1994 260,344 - 88,852(11)
Aviation Services Division 1993 64,808 22,683
Robert L. Pevenstein 1995 216,000 82,500(3) 28,741(4)
Senior Vice President and 1994 211,587 57,764(6) 20,365
Chief Financial Officer 1993 206,301 - 10,479
Richard H. Lange 1995 200,000 82,000(3) 29,017(4)
Senior Vice President, 1994 195,750 47,104(6) 22,411
General Counsel and Secretary 1993 188,414 - 2,493
Ronald W. Frederick (12) 1995 179,502 56,543 19,778(4)
Vice President, 1994 156,538 49,309 5,000
Manufacturing 1993 49,042 88,000 -
Gerald M. Czarnecki (13) 1995 329,621 - 428,518(14)
President and 1994 93,750(16) - 13,214
Chief Operating Officer 1993 - - -
</TABLE>
<PAGE>
<PAGE> 10
<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Restricted Stock
Stock Awards Option All Other
Year ($)(2) Awards($) Compensation($)
---- -------- --------- ---------------
<S> <C> <C> <C> <C>
Dan A. Colussy, 1995 $436,526 $ 0 $24,923(5)
Chairman, President and 1994 702,000 0 24,923(5)
Chief Executive Officer 1993 303,000 0 29,634(7)
John H. Moellering (8) 1995 45,450 30,000 9,000(10)
Executive Vice President, 1994 48,750 60,000 9,000(10)
Aviation Services Division 1993 - 20,000 -
Robert L. Pevenstein 1995 64,687 0 9,000(10)
Senior Vice President and 1994 48,750 0 9,000(10)
Chief Financial Officer 1993 30,300 0 12,378(10)
Richard H. Lange 1995 45,450 0 9,000(10)
Senior Vice President, 1994 48,750 0 9,000(10)
General Counsel and Secretary 1993 30,300 0 11,305(10)
Ronald W. Frederick (12) 1995 - 40,000 9,000(10)
Vice President, 1994 - 0 9,000(10)
Manufacturing 1993 - 10,000 -
Gerald M. Czarnecki (13) 1995 - 0 997,408(15)
President and 1994 - 300,000 -
Chief Operating Officer 1993 - 0 -
- -----
</TABLE>
(1) The Company also provides certain perquisites and other personal
benefits. Except as noted, the aggregate dollar cost to the Company of
the perquisites and other personal benefits in each of the represented
years did not exceed the lesser of $50,000 or 10% of the amount
reflected in the Salary and Bonus columns for any of the named
executive officers.
(2) As of December 31, 1995, Messrs. Colussy, Moellering, Pevenstein and
Lange held 274,034, 12,500, 22,500 and 22,500 shares of restricted
stock having a value of $1,644,204, $75,000, $135,000 and $135,000,
respectively, based upon a $6.00 per share closing price of the
Company's Common Stock as reported on the New York Stock Exchange as of
December 29, 1995, the last trading day of the fiscal year. Dividends
are paid on all restricted shares to the same extent as any other
shares of the Company's Common Stock. In connection with the awards of
restricted stock in 1995 and 1994, each of the named executive officers
canceled an equal number of stock options without compensation.
<PAGE>
<PAGE> 11
(3) In December 1995, the Compensation Committee authorized payment of
special awards to certain executive officers and key employees of the
Company in recognition of their exceptional performance during 1995
related to the sale of the Company's Naval Products property in
Connecticut for the total amount of $28.4 million. These awards, which
included $150,000 payable to Mr. Colussy and $75,000 to each of Messrs.
Pevenstein and Lange, were not part of the Incentive Compensation Plan
of the Company.
(4) Includes contributions paid directly to the employee that would have
been included in the Company's contributions in 1994 and 1995 to the
Company's 401(k) Retirement Income Savings Plan, but for limitations
imposed pursuant to the 1993 Tax Act.
(5) Includes Company contributions under the Company's 401(k) Retirement
Income Savings Plan of $9,000 and an insurance premium of $15,923 paid
by the Company in respect of life insurance coverage for the benefit of
Mr. Colussy.
(6) In July 1994, the Compensation Committee authorized payment of special
awards to certain executive officers and key employees of the Company
in recognition of their exceptional performance during 1993 on specific
projects that were of major benefit to the Company. These awards were
not part of the Incentive Compensation Plan of the Company, under which
no bonuses were earned in respect of 1993.
(7) Includes Company contributions under the Company's 401(k) Retirement
Income Savings Plan of $13,711 and an insurance premium of $15,923 paid
by the Company in respect of life insurance coverage for the benefit of
Mr. Colussy.
(8) Mr. Moellering joined the Company in 1993.
(9) Includes bonus paid in April 1995 in the amount of $85,000, which
related to his performance in 1994, but was paid subsequent to the
filing of the Proxy Statement in 1995.
(10) Company contribution under the Company's 401(k) Retirement Income
Savings Plan.
(11) Includes reimbursement of relocation costs of $38,767.
(12) Mr. Frederick joined the Company in 1993.
(13) Mr. Czarnecki joined the Company in 1994 and his employment with the
Company terminated effective October 27, 1995.
(14) Includes reimbursement for relocation costs of $408,993, which includes
a component of federal and state income tax gross-up.
(15) Includes Company contribution under the Company's 401(k) Retirement
Income Savings Plan of $9,000 and the following sums paid or payable in
connection with the termination of Mr. Czarnecki's employment:
$743,408 paid in November 1995, $225,000 paid in January 1996 and
$5,000 paid or payable in January and July of 1996 and 1997.
(16) Does not include $45,000 paid to Mr. Czarnecki in 1994 as consulting
fees prior to his employment by the Company.
<PAGE>
<PAGE> 12
STOCK OPTION GRANTS IN THE LAST FISCAL YEAR
The following table sets forth certain information with respect to
grants made by the Company of stock options to the named executive officers
of the Company pursuant to the Company's stock option plans during the last
fiscal year.
<TABLE>
<CAPTION>
Number of
Securities % of Total
Underlying Options Exercise
Options Granted to or Base
Granted Employees in Price Expiration
Name (#) Fiscal Year ($/Sh) Date 5%($) 10%($)
- -------------------- ------ ----------- ----- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Dan. A. Colussy 0
John H. Moellering 30,000(1) 20% $5.31 10-27-2005 $100,200 $253,800
Robert L. Pevenstein 0
Richard H. Lange 0
Ronald W. Frederick 40,000 27% $5.31 10-27-2005 $133,600 $338,400
Gerald R. Czarnecki 0
- ------
</TABLE>
(1) Of each stock option grant, 20% becomes exercisable in five annual
installments on the first day of each year following the date of grant.
AGGREGATE STOCK OPTION EXERCISES IN LAST FISCAL YEAR, AND FISCAL YEAR-END
OPTION VALUE
The following table sets forth, on an aggregate basis, certain
information concerning each exercise of stock options during the last fiscal
year by each of the named executive officers, and the fiscal year-end value
of unexercised stock options.
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised Options In-the-Money Options
FY-End(#) FY-End($)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise(#) Value Realized($) Unexercisable Unexercisable
- ------------- --------------- ----------------- ------------------- --------------------
<S> <C> <C> <C> <C>
Dan A. Colussy * * 522,000/0 $933,588/0
John H. Moellering * * 22,000/80,500 600/$22,650
Robert L. Pevenstein * * 140,125/9,875 $212,515/$15,405
Richard H. Lange * * 66,500/0 $103,096/0
Ronald L. Frederick * * 4,000/50,000 0/$27,600
Gerald M. Czarnecki * * 60,000/0 0/0
- ------
</TABLE>
*None of the named executive officers exercised stock options during 1995.
<PAGE>
<PAGE> 13
DEFINED BENEFIT PLANS - PENSION PLAN TABLE
The Company has a non-tax-qualified Supplemental Executive Retirement
Plan for Key Employees (the "Supplemental Retirement Plan"), adopted as of
December 22, 1983 for the purpose of attracting experienced executives to the
Company, who typically must give up retirement benefits in leaving their
employment to join the Company. The following table sets forth examples of
the annual benefits payable under the Company's Supplemental Retirement Plan
upon retirement for certain specified levels of final average base
compensation and years of service.
<TABLE>
<CAPTION>
Years of Service
----------------
Final Average
Base Compensation 4 6 8 10
----------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
$200,000 $ 48,000 $ 72,000 $ 96,000 $120,000
300,000 72,000 108,000 144,000 180,000
400,000 96,000 144,000 192,000 240,000
600,000 144,000 216,000 288,000 360,000
800,000 192,000 288,000 384,000 480,000
</TABLE>
Benefits under the Supplemental Retirement Plan are payable in monthly
installments, equal to 60% of the person's final average base compensation
multiplied by a ratio equal to one-tenth of the participant's years of
service, provided, however, that no participant shall receive more than 10
years of service and such ratio shall equal zero until a participant
completes two years of service. Final average base compensation is defined
as the average of the employee's annual base salary (as set forth in the
salary column of the Summary Compensation Table above) for the three calendar
years that produce the highest annual rate of base salary out of the ten
calendar years prior to termination of employment or retirement. Benefit
payments are not subject to any offset for Social Security benefits.
Benefits become payable upon a participant's attaining age 65, or upon a
participant's death, in which event benefits are paid to the surviving
spouse, if any. However, at a participant's election, a reduced level of
benefits may become payable upon a termination of employment for a reason
other than cause after attaining age 55. Upon a change in control of the
Company, as defined, the Company must purchase and distribute to each
participant an annuity sufficient to provide the participant's accrued and
vested benefit as of the date of such change. The Supplemental Retirement
Plan is financed through life insurance, with the intent of realizing
recovery by the Company of plan payments and related costs. Messrs. Colussy,
Pevenstein, Lange and Moellering are each participants under the Supplemental
Retirement Plan. As of March 1, 1996, Mr. Colussy was fully vested under the
plan and Messrs. Pevenstein, Lange and Moellering were credited with 8.4, 8.6
and .7 years of service, respectively.
EMPLOYMENT CONTRACTS AND OTHER TRANSACTIONS
Dan A. Colussy, Chairman and Chief Executive Officer of the Company, is
serving under an employment agreement, the term of which was automatically
<PAGE>
<PAGE> 14
extended for two successive one-year terms. In the event of his disability,
Mr. Colussy will be entitled to an annual disability benefit of $150,000
until age 65. The Company is required to provide Mr. Colussy life insurance
coverage of $1,000,000 at the Company's expense.
Mr. Colussy's employment agreement provides for varying severance
benefits, including base salary, additional service credit, coverage under
employee benefit plans for a minimum of three years, vesting of stock options
and restricted stock awards, and some relocation expenses, upon certain
events of termination of employment, such as termination after a change in
control or election by the Company not to renew Mr. Colussy's employment
agreement at a renewal date prior to Mr. Colussy's 65th birthday.
The Company has also entered into agreements with certain key
employees, including Messrs. Bonasia, Pevenstein, Lange and Moellering
providing benefits for a period of three years following a change in control
of the Company as defined in the agreements, including continued employment
for a specified period and vesting of stock options and restricted stock
awards. In addition, these agreements provide the employee an election to
terminate his employment up to one year after a change in control, which will
result in a continuation of salary and benefits for two years following the
date of such termination.
In connection with the termination of Mr. Czarnecki's employment in
October, 1995, the Company and Mr. Czarnecki entered into a severance
agreement pursuant to which the Company made a lump sum payment of $743,408
(equal to base salary through September 1997) in November 1995 and a payment
of $225,000 (representing a bonus amount) in February of 1996 to Mr.
Czarnecki. In addition, under the severance arrangement, he was granted the
right to exercise stock options that were vested for 90 days after October
27, 1995.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of December 31, 1995,
concerning those persons known to the Company to be the beneficial owners of
more than 5% of the issued and outstanding Common Stock of the Company.
<PAGE>
<PAGE> 15
<TABLE>
<CAPTION>
Name and Address of Number of Shares
Beneficial Owner (1) Beneficially Owned Percentage of Class
- -------------------- ------------------ -------------------
<S> <C> <C>
Heartland Advisors, Inc. (2)
790 North Milwaukee Street
Milwaukee, Wisconsin 53202 1,991,100(3) 10.8%(4)
Heartland Group, Inc. (5)
790 North Milwaukee Street
Milwaukee, Wisconsin 53202 1,100,000(6) 6.8%
The Prudential Insurance
Company of America(7)
751 Broad Street
Newark, New Jersey 07102 1,065,487(8) 5.8%
Dan A. Colussy
c/o UNC Incorporated
175 Admiral Cochrane Dr.
Annapolis, MD 21401 977,780(9) 5.3%
- ------------------------
</TABLE>
(1) The information set forth above with respect to Heartland Advisors and
Heartland Group was provided to the Company in the beneficial owner's
Schedule 13G dated December 8, 1995. The information set forth above
with respect to The Prudential Insurance Company of America was
provided to the Company in the beneficial owner's Schedule 13G dated
February 14, 1996.
(2) Reporting as an investment advisor in accordance with Rule 13d-
1(b)(1)(ii)(E) in respect of shares beneficially owned by its clients.
(3) Sole investment power in respect of all shares and sole voting power in
respect of 151,000 shares.
(4) Of which 6.8% is also held by Heartland Group.
(5) Reporting as an investment company in accordance with Rule 13-
1(b)(1)(ii)(D) in respect of shares beneficially owned by its clients.
(6) Sole voting power only in respect of all shares.
(7) Reporting as a broker or dealer, an investment company and an
investment advisor in accordance with Rule 13(d)-1(b)(1)(ii)(A),(D) and
(E) in respect of shares beneficially owned by its clients.
(8) Sole voting and investment power in respect of 724,800 shares.
<PAGE>
<PAGE> 16
(9) Includes 522,000 shares with respect to which Mr. Colussy, as of March
1, 1996, has the right to acquire ownership upon exercise of
outstanding stock options within 60 days, 274,034 shares of restricted
stock, 128,500 shares owned by Mr. Colussy's spouse and 3,246 shares
that Mr. Colussy has the right to acquire within 60 days upon exercise
of conversion rights relating to the Company's Convertible Debentures.
OWNERSHIP OF COMMON STOCK BY MANAGEMENT
The following table sets forth the beneficial ownership, as of April 1,
1996, of Common Stock by each of the directors and nominees for director,
each of the executive officers named in the Summary Compensation Table, and
all directors and executive officers as a group, as reported by such persons.
Unless otherwise indicated in a footnote to the table, the director, nominee
or executive officer held sole voting and investment power over the shares.
<TABLE>
<CAPTION>
Number of Shares
Name Beneficially Owned Percentage of Class
- -------------------- ------------------ -------------------
<S> <C> <C>
Berl Bernhard 8,000 *
Beverly B. Byron 5,000 *
John K. Castle 30,000 *
Dan A. Colussy (1)(2) 977,780 5.3%
Gerald M. Czarnecki (1) 200 *
Ronald W. Frederick (1) 12,800 *
William C. Hittinger 4,100 *
James L. Holloway, III 2,000 *
Richard H. Lange (1) 101,256 *
George V. McGowan 2,000 *
John H. Moellering (1) 71,300 *
Jack Moseley 10,000 *
Robert L. Pevenstein (1)(3) 204,550 *
Lawrence A. Skantze (4) 20,000 *
All directors and executive
officers as a group (19
persons) (1) 1,643,957 8.9%
- ------
</TABLE>
*Less than 1%
(1) The number of shares stated as "beneficially owned" by executive
officers includes shares with respect to which such executive officers,
as of April 1, 1996, have the right to acquire beneficial ownership
within 60 days (a) upon the exercise of outstanding options, if such
options are exercised, as follows: Mr. Colussy, 522,000; Mr.
Moellering, 45,000; Mr. Frederick, 14,000; Mr. Pevenstein, 150,000; Mr.
Lange, 66,500; and all directors and executive officers as a group,
exclusive of the foregoing, 314,112; and (b) upon exercise of
conversion rights relating to the Company's Convertible Debentures, as
follows; Mr. Colussy, 3,246; and Mr. Pevenstein, 4,550.
<PAGE>
<PAGE> 17
(2) The number of shares shown as beneficially owned by Mr. Colussy
includes 128,500 shares owned by his spouse, and 274,034 shares of
restricted stock.
(3) The number of shares shown as beneficially owned by Mr. Pevenstein
includes 28,798 shares owned jointly with his spouse and 1,558 shares
held as custodian for his minor children.
(4) The number of shares shown as beneficially owned by Mr. Skantze
includes 16,000 shares owned jointly with his spouse.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Knapp, an executive officer of the Company, is indebted to the
Company in the amount of $124,000, as of March, 1996, pursuant to a loan
which bears interest at the annual rate of 10%. The proceeds of the loan
were used to facilitate the purchase of a home in connection with his
relocation to the Annapolis area.
<PAGE>
<PAGE> 18
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
UNC INCORPORATED
April 26, 1996 By: /s/ Robert L. Pevenstein
Robert L. Pevenstein
Senior Vice President
and Chief Financial Officer
(principal financial and
accounting officer)
<PAGE>
