SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No 2) *
__________Union Acceptance Corp______________
(Name of issuer)
__________Class `A` Common Shares_______________
(Title of Class of Securities)
______904832102__________________
(CUSIP Number)
Mr J Deighton, Mercury Asset Management plc
33 King William Street, London EC4R 9AS Tel No 0171 203 5744
-----------------------------------------------------------------------
Name , Address and Telephone Number of Person Authorised to Receive
Notices and Communications)
21 March, 1997
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(Date of Event which Requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b) (3) or (4), check the
following box. [ ]
Check the following box if a fee is being paid with the statement [ ] (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1: and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class).
(See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1 (a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act. (however, see the
Notes.)
2776
Schedule 13D
CUSIP No. 904832102_________________________
- ------ ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
MERCURY ASSET MANAGEMENT plc
- ------ ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
- ------ ----------------------------------------------------------------------
3 SEC USE ONLY
- ------ ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ------ ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------ ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANISATION
ENGLAND
- ------ ----------------------------------------------------------------------
- ------ ----------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF NONE
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY NONE
---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 211,000
---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.26%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA
- -----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 1 of 16
Item 1. Security and Issuer
-------------------
The class of equity securities to which this statement relates is
the shares of Class `A' Common Stock (the "Common Shares") of Union Acceptance
Corp (the "Company") whose principal executive offices are located at 250 North
Shadeland Avenue, Indianapolis IN 46219. Its telephone number is (317) 231 6400.
Item 2. Identity and Background
-----------------------
This statement is being filed by Mercury Asset Management plc.
("Mercury"), a corporation primarily engaged in the business of managing
portfolio investments for its investment clients, organised under the laws of
England, whose principal executive offices are located, and principal business
activities conducted, at 33 King William Street, London EC4R 9AS, England.
Pursuant to Rule 13d-4 (17 CFR 240. 13d-4) under the Securities
Exchange Act of 1934 (the "Act") Mercury hereby declares that the filing of this
statement shall not be construed as an admission that Mercury is or has been for
purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any
securities covered by the statement. As noted above, Mercury manages portfolio
investments of its investment clients, and the securities covered by this
statement are held solely for the account of such clients.
Mercury is a wholly-owned subsidiary of Mercury Asset Management
Group plc, a holding company listed on London Stock Exchange.
The name, business address, principal occupation or employment and
citizenship of each of the executive officers and directors of Mercury and
Mercury Asset Management Group plc, and the name, country of incorporation,
principal business, and the address of the registered office (being the address
of its principal business and principal office) of Mercury and Mercury Asset
Management Group plc are set forth in Annex A hereto, which is incorporated
herein by reference.
Neither Mercury nor, to the best of its knowledge, any of the
persons listed in Annex A has during the past five years (a) been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanours), or
(b) been a party to a civil proceeding of a judicial or administrative body as a
result of which Mercury or any such person was or is subject to a judgement,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws, or finding
any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
The source of all funds used to acquire the securities covered by
this statement was the investment funds of Mercury's investment clients. No part
of the purchase price was represented by funds or other consideration borrowed
or otherwise obtained by Mercury than as described above.
Item 4. Purpose of Transaction
----------------------
The Common Shares were acquired for the purpose of investment.
(a) Mercury will monitor its investment and review the Company's
business affairs and financial position. Based on such review, as
well as general economic and industry conditions existing at the
time, Mercury may consider from time to time various alternative
courses of action and may discuss with management of the Company
ways in which the value of its investment may be increased. Such
actions may include the acquisition of additional Common Stock
through open market purchases, privately negotiated transactions, or
otherwise. Alternatively, such actions may involve the sale of all
or a portion of Common Stock in the open market, in privately
negotiated transactions, through a public offering or otherwise.
Neither Mercury nor any person named in Annex A has any plans which
relate to or would result in any of the following:
(b) an extraordinary corporate transaction, such as an
amalgamation, merger, reorganisation or liquidation, involving
the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company
or of any of its subsidiaries;
(d) any change in the present board of directors or management of
the Company, 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 capitalisation or dividend
policy of the Company;
(f) any other material change in the Company's business or corporate
structure;
(g) any change in the Company's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
(h) causing a class of securities of the Company to be delisted
from a national securities exchange or to cease to be
authorised to be quoted in an inter-dealer quotation system of
a registered national securities association; (i) causing a
class of equity securities of the Company to become eligible
for termination of registration pursuant to Section 12(g) (4)
of the Act; or
(j) any action similar to any of those set forth above.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) See Item 2 above. Subject thereto, Mercury has dispositive power
with respect to 211,000 Class `A' Common Shares or approximately
5.26% of the Class `A' Common Shares outstanding.
(b) See Item 2 above.
(c) See Item 2 Above. Subject thereto, transactions in the
Common Shares effected by Mercury on behalf of its investment
clients are set forth in Annex B. All transactions were
effected on the National Association of Securities Dealers
Automated Quotation System (NASDAQ) National Market System.
(d) See Item 2 above. The investment clients of Mercury have
the right to receive dividends from, and proceeds from the sale
of Common Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
------------------------------------------------------
Except as set forth in Item 2 above, neither Mercury nor, to the
best of its knowledge, any of the persons listed in Annex A hereto
has any contract, arrangement, understanding or relationship (legal
or otherwise) with any person with respect to any securities of the
Issuer, including but not limited to transfer or voting of any of
such securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
--------------------------------
None.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: 1st April,1997
for Mercury Asset Management plc.
By /s/ James Stratford
--------------------
Authorised Signatory
James Stratford
<PAGE>
<TABLE>
ANNEX A
MERCURY ASSET MANAGEMENT plc.
<CAPTION>
Executive Officers Principal
and Directors Business Address Occupation Citizenship
- ------------- ---------------- ---------- -----------
<S> <C> <C> <C>
Joint Chairman
David William James PRICE 33 King William Street, Investment British
(Joint Chairman) London, EC4R 9AS. Director
Stephen Anthony ZIMMERMAN 33 King William Street, Investment British
(Joint Chairman) London, EC4R 9AS. Director
Deputy Chairman
Carol GALLEY (Miss) 33 King William Street, Investment British
(Deputy Chairman) London, EC4R 9AS. Director
Christopher Nigel 33 King William Street, Investment British
HURST-BROWN London, EC4R 9AS Director
(Deputy Chairman)
Frederick David Stewart 33 King William Street, Investment British
ROSIER (Deputy Chairman) London, EC4R 9AS Director
Vice Chairman
Dr. Ross John BUNCE 33 King William Street, Investment British
(Vice Chairman) London, EC4R 9AS Director
Andrew Searle DALTON 33 King William Street, Investment British
(Vice Chairman) London, EC4R 9AS. Director
Charles Vivian JACKSON 33 King William Street, Investment British
(Vice Chairman) London, EC4R 9AS Director
Directors
Ian ARMITAGE 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Norman McLeod BACHOP 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Ian Christopher Simon BARBY 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Stuart John BAXTER 33 King William Street, Investment British
(Director) London, EC4R 9AS DIrector
Thomas Jan BERGER 33 King William Street, Investment American
(Director) London, EC4R 9AS Director
David Thomas Alan BOYLE 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Carol Consuelo BROOKE 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
John Loughlin CALLAHAN 33 King William Street, Investment American
(Director) London, EC4R 9AS Director
David John CAUSER 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Thomas William George 33 King William Street, Investment British
CHARLTON London, EC4R 9AS Director
(Director)
Nicholas James CHARRINGTON 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Colin Martin CLARK 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Nicholas James COATS 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Stephen Benedict COHEN 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
John Nicholas COTTON 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Graham Richard DIXON 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Charles Bowen FARQUHARSON 33 King William Street, Company British
(Company Secretary London, EC4R 9AS Secretary
& Director) & Director
Christopher Nigel Holland 33 King William Street, Investment British
FOSTER (Director) London, EC4R 9AS Director
Seiichi FUKUYAMA 33 King William Street, Alternate Japanese
(Director) London EC4R 9AS Director
Peter John GIBBS 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Peter John Woodville 33 King William Street, Investment British
HARRISON (Director) London, EC4R 9AS Director
Paul HARWOOD 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Timothy John HASTON 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Andrew Malcolm 33 King William Street Investment British
HUNTER-JOHNSTON London, EC4R 9AS Director
(Director)
Michael Francis Mostyn 33 King William Street, Investment British
Owen JODRELL London, EC4R 9AS Director
(Director)
Andreas Christian Jutting 33 King William Street Investment Danish
LEHMAN London, EC4R 9AS Director
(Director)
Gary LOWE 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Roderick James MACLEOD 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Paul Roderick Clucas MARSHALL 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Keith Richard MULLINS 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Masaru NISHIZAWA Hibiya Kokusai Building, Investment Japanese
(Director) 2-2-3 Uchisaiwaicho, Director
Chiyoda-Ku, Tokyo 100
Maurice Joseph O'SHANNASSY 33 King William Street, Investment Australian
(Director) London, EC4R 9AS Director
Thomas Andrew OATES 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Peter Vincent OLSBERG 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Roderick Louis PARIS 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
John PARSLOE 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Andrew Phillip PICKARD 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Ronald William PULLEN 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
John William RICHARDS 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Nicholas King RITCHIE 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Alexander Frederick 33 King William Street, Investment British
James ROE (Director) London, EC4R 9AS Director
Richard George ROYDS 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Lynn Christine RUDDICK 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Clifford John SHAW Warburg Asset Management Investment British
(Director) Japan Ltd., Director
Hibiya Kokusai Building,
7th Floor,
2-2-3- Uchisaiwaicho,
Chiyoda-ku, Tokyo 100
Ian Michael SLACK 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Peter William STANYER 33 King William Street Investment British
(Director) London, EC4R 9AS Director
Rodney STEEL 33 King William Street Investment British
(Director) London, EC4R 9AS Director
Hugh Alexander STEVENSON 33 King William Street, Chairman of British
(Director) London, EC4R 9AS Mercury Asset
Management
Group plc
Barry William WOOLF 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
</TABLE>
<PAGE>
<TABLE>
MERCURY ASSET MANAGEMENT GROUP plc
<CAPTION>
Executive Officers Principal
and Directors Business Address Occupation Citizenship
- ------------- ---------------- ---------- -----------
Chairman
<S> <C> <C> <C>
Hugh Alexander STEVENSON 33 King William Street, Investment British
(Chairman) London, EC4R 9AS. Director
Deputy Chairman
David William James PRICE 33 King William Street, Investment British
(Deputy Chairman) London, EC4R 9AS. Director
Stephen Anthony ZIMMERMAN 33 King William Street, Investment British
(Deputy Chairman) London, EC4R 9AS. Director
Vice Chairman
Carol GALLEY (Miss) 33 King William Street, Investment British
(Vice Chairman) London, EC4R 9AS. Director
Company Secretary
Charles Bowen FARQUHARSON 33 King William Street, Company British
(Secretary) London, EC4R 9AS. Secretary
Directors
Paul Graham BOSONNET 33 King William Street, Investment British
(Director) London, EC4R 9AS. Director
David John CAUSER 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Andrew Searle DALTON 33 King William Street, Investment British
(Director) London, EC4R 9AS. Director
Peter Stormonth DARLING 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Hugh Jon FOULDS 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Christopher Nigel 33 King William Street, Investment British
HURST-BROWN (Director) London, EC4R 9AS Director
Charles Vivian JACKSON 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Frederick David Stewart 33 King William Street, Investment British
ROSIER (Director) London, EC4R 9AS Director
John Charles Grayson 33 King William Street, Investment British
STANCLIFFE London, EC4R 9AS Director
(Director)
</TABLE>
ANNEX A
<TABLE>
Mercury Asset Management Group plc
Directors Lists
CORPORATE INFORMATION
<CAPTION>
Field of Country of
Name Registered Office Activity Incorporation
- ---- ----------------- -------- -------------
<S> <C> <C>
Mercury Asset Management Group plc 33 King William Street, Holding Company England
London, EC4R 9AS
Mercury Asset Management plc 33 King William Street, Investment England
London, EC4R 9AS Management and Advice
</TABLE>
<PAGE>
ANNEX B
Union Acceptance Corp
CLASS `A' COMMON SHARES
DATE PURCHASE SALE PRICE PER DAILY
SHARE TOTALS
01.21.97 B/FWD 160,000
01.23.97 5,500 21.125 155,000
01.24.97 4,000 21 151,000
01.28.97 1,000 21.75 150,000
01.31.97 3,500 19 146,000
01.31.97 500 19 147,000
02.03.97 2,000 19 145,000
02.07.97 1,000 19.125 146,000
02.26.97 8,000 18.75 154,000
02.27.97 5,500 18.8125 159.000
03.21.97 51,500 14.4878 211,000
