<PAGE>   1


                                                        As filed March 14, 1997
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-K/A-1

       X ANNUAL REPORT Pursuant to Section 13 or 15(d) of the Securities
      ---                     Exchange Act of 1934

                  For the fiscal year ended DECEMBER 31, 1996

                                       or

         TRANSITION REPORT Pursuant to Section 13 or 15(d) of the Securities
      ---                     Exchange Act of 1934


                         Commission File Number 1-10718

                                TPC CORPORATION
             (Exact name of registrant as specified in its charter)

              DELAWARE                                 76-0091595
   (State or other jurisdiction of                 (I.R.S. Employer
   incorporation or organization)               Identification Number)

                          200 WESTLAKE PARK BOULEVARD
                                   SUITE 1000
                              HOUSTON, TEXAS 77079
                    (Address of principal executive offices)

                                 (281) 597-6200
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act
           (Each class is registered on the New York Stock Exchange):

                CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
        Securities registered pursuant to Section 12(g) of the Act: NONE

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 COMMON STOCK, PAR VALUE $0.01 PER
SHARE, HELD BY NONAFFILIATES OF THE REGISTRANT AS OF MARCH 7, 1997 WAS
APPROXIMATELY $145,176,000.

AS OF MARCH 7, 1997, THE REGISTRANT HAD OUTSTANDING 17,424,252 SHARES OF CLASS
A COMMON STOCK (NET OF 470,000 TREASURY SHARES), PAR VALUE $.01 AND 579,963
SHARES OF CLASS B, SERIES A COMMON STOCK, PAR VALUE $.01.

                      DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE

================================================================================


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ITEM 11.  EXECUTIVE COMPENSATION

   DIRECTOR COMPENSATION

      Employee directors are not compensated for their services as a director
of TPC. In 1996, each nonemployee director was paid $3,000 per quarter, $1,000
per Board meeting attended and $500 for each committee meeting attended.

      Nonemployee directors participate in both the Non-Management Director
Stock Option Plan (the "1992 Director Plan") and the 1995 Stock Option Plan for
Non-Employee Directors (the "1995 Director Plan"), which were respectively
adopted on February 4, 1992 and February 13, 1995. The 1992 Director Plan
provides for nonqualified stock options to purchase up to 100,000 Shares, in
the aggregate, by TPC's outside directors. The 1995 Director Plan provides for
nonqualified stock options to purchase up to 48,000 Shares, in the aggregate,
by TPC's outside directors.

      Under the 1992 Director Plan, each director, on the date of the Board
meeting following his initial election to the Board, is granted an option to
purchase 10,000 Shares, which option vests ratably over a five year period.
Under the 1995 Director Plan, on May 15th of each year (or the first succeeding
business day thereafter) each nonemployee director receives an annual option
grant to purchase 2,000 Shares, which options also vest ratably over five
years. The exercise price for the options granted under both the 1992 Director
Plan and the 1995 Director Plan is the fair market value of TPC's Shares on the
date of grant.

      The following table sets forth information with respect to the Chief
Executive Officer and the other four most highly compensated executive officers
of TPC (the "Named Officers") for the fiscal year ended December 31, 1996.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                            LONG-TERM
                                                                                           COMPENSATION
                                                          ANNUAL COMPENSATION                 AWARDS
                                                  ------------------------------------------------------
                                                                             OTHER ANNUAL     SHARES        ALL OTHER
                                                                             COMPENSATION   UNDERLYING     COMPENSATION
NAME AND PRINCIPAL POSITION                YEAR   SALARY ($)(1) BONUS ($)(1)  ($) (3)     OPTIONS (#)(4)      ($) (5)
---------------------------                ----   ------------- -----------  ------------ --------------   ------------
<S>                                         <C>      <C>          <C>           <C>           <C>             <C>   
Larry W. Bickle ..........................  1996     162,000      189,200        9,973        35,000           3,136
    Chairman of the Board and               1995     157,500       62,235 (2)   10,728        10,000           9,492
    Chief Executive Officer                 1994     108,000      137,699       12,668        50,000          19,310
                                                                                                                    
John A. Strom ............................  1996     162,000      189,200        9,973        35,000           3,136
    President                               1995     157,500       62,235 (2)   10,728        10,000           9,492
                                            1994     108,000      137,699       12,668        50,000          19,310
                                                                                                                    
J. Chris Jones ...........................  1996     162,000      189,200        9,973        35,000           3,566
    Senior Vice President, Chief            1995     157,500       62,235 (2)   10,728        10,000           9,492
    Operating Officer and Chief Financial   1994     108,000      137,699       12,668        50,000          19,310
    Officer                                                                           
                                                                                                                    
Ronald H. Benson .........................  1996      84,000      341,000        1,192        15,000           4,224
    Vice President-Corporate Development    1995      84,000       59,485 (2)      243            --           1,053
                                            1994       3,500           --           --        50,000              --
                                                                                                                    
Michael E. Calderone .....................  1996     106,800      147,050          685        15,000           4,199
    Vice President-Gas Marketing            1995      87,508       84,571 (2)    2,322        25,000           9,492
                                            1994      84,000       92,288        3,669        57,125           3,669
</TABLE>

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





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(1)   Amounts include cash compensation earned and received by the Named 
      Officers as well as amounts deferred under a 401(k) Savings Plan.

(2)   A portion of each Named Officer's third quarter 1995 bonus was deferred
      until the first quarter of 1996. The amounts deferred for each of the
      Named Officers, respectively, was $105,750, $105,750, $105,750, $300,000
      and $100,000.

(3)   Amounts shown include car allowances paid to the Named Officers, the
      value of financial planning services and the payment of insurance
      premiums for long-term disability coverage.

(4)   All options awarded in 1994, 1995 and 1996 were granted under the terms 
      of TPC's 1994 Stock Option Plan (the "1994 Plan").

(5)   Amounts shown are derived from TPC contributions to the 401(k) Savings
      Plan and to TPC's Employee Stock Option Plan (the "ESOP"). The respective
      amounts paid under each plan are shown in the following table. TPC's ESOP
      contributions to each of the Named Officers for 1996 will not be
      calculated until the second quarter of 1997.

<TABLE>
<CAPTION>
NAME                                       YEAR              401(k) ($)            ESOP ($)
----                                       ----              ---------             ------- 
<S>                                        <C>                 <C>                 <C>
Larry W. Bickle                            1996                3,136                   --
                                           1995                2,310                7,182
                                           1994                2,310               17,000

John A. Strom                              1996                3,136                   --
                                           1995                2,310                7,182
                                           1994                2,310               17,000

J. Chris Jones                             1996                3,566                   --
                                           1995                2,310                7,182
                                           1994                2,310               17,000

Ronald H. Benson                           1996                4,224                   --
                                           1995                1,053                   --
                                           1994                   --                   --

Michael E. Calderone                       1996                4,199                   --
                                           1995                2,310                7,182
                                           1994                1,785                1,884
</TABLE>

      The following table shows, as to the Named Officers, information about
option grants in the last fiscal year. TPC does not grant any stock
appreciation rights. The fair value of each option grant is estimated as of the
date of grant using the Black-Scholes option pricing model with the following
weighted-average assumptions: a risk-free interest rate of 6.206%, expected
volatility of 33%, a dividend yield of 0% and an expected option term of four
years. No gain to the options is possible without an increase in stock price
which will benefit all stockholders proportionately. Actual gains, if any, on
option exercises and common stockholdings are dependent on the future
performance of the shares of TPC's Class A Common Stock (the "Shares"). There
can be no assurance that the actual realized values will not be greater or less
than potential realizable values shown in this table.





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<PAGE>   4


                       OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                                 INDIVIDUAL GRANTS                       
                            ---------------------------------------------------------
                                            PERCENT OF                            
                                               TOTAL                                 
                               SHARES         OPTIONS                 
                             UNDERLYING     GRANTED TO     EXERCISE OR                                      
                               OPTIONS       EMPLOYEES     BASE PRICE      EXPIRATION       GRANT DATE
           NAME             GRANTED(#)(1)     IN 1996       ($/SH)(2)         DATE       PRESENT VALUE($)
           ----             --------------  ----------     ------------    ----------    ----------------
<S>                            <C>             <C>            <C>           <C>               <C>
Larry W. Bickle...........     35,000          8.5%           8.25          5/15/06           102,212
John A. Strom.............     35,000          8.5%           8.25          5/15/06           102,212
J. Chris Jones............     35,000          8.5%           8.25          5/15/06           102,212
Ronald H. Benson..........     15,000          3.7%           8.25          5/15/06            43,805
Michael E. Calderone......     15,000          3.7%           8.25          5/15/06            43,805
</TABLE>

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

(1)   Options granted under the 1994 Plan. Options generally are 
      nontransferable and vest ratably over four years.

(2)   The exercise price is the closing market price per share of the Shares on 
      the date of grant, as reported on the New York Stock Exchange Composite
      Tape.

      The following table shows aggregate fiscal year-end option values for the
Named Officers. No options were exercised during the last fiscal year by any of
the Named Officers. TPC does not grant any stock appreciation rights.

              AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                             YEAR-END OPTION VALUES


<TABLE>
<CAPTION>
                                                                NUMBER OF SHARES               VALUE OF UNEXERCISED
                                                             UNDERLYING UNEXERCISED                IN-THE-MONEY
                                                              OPTIONS AT YEAR-END           OPTIONS AT YEAR-END($)(1)(2)
                          SHARES ACQUIRED     VALUE         --------------------------    -------------------------------
          NAME             ON EXERCISE(#)   REALIZED($)     EXERCISABLE  UNEXERCISABLE    EXERCISABLE       UNEXERCISABLE
          ----            ---------------  ------------     ------------  ------------    -----------       -------------
<S>                             <C>             <C>           <C>            <C>          <C>                    <C>
Larry W. Bickle.........        --              --            567,313        67,500       2,611,345              26,250  
John A. Strom...........        --              --            567,313        67,500       2,611,345              26,250  
J. Chris Jones..........        --              --            567,313        67,500       2,611,345              26,250  
Ronald H. Benson........        --              --             25,000        40,000              --              11,250  
Michael E. Calderone....        --              --             36,013        63,112           2,100              12,650  
</TABLE>


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

(1)   Based on the closing market price of $9.00 per Share as reported on the
      New York Stock Exchange Composite Tape for December 31, 1996. These
      amounts do not reflect the actual amounts, if any, which may be realized
      in the future upon exercise of stock options and should not be considered
      indicative of future stock performance.

(2)   As amended by the Form 10-K/A1 filed by TPC on March 14, 1997.

   SENIOR EXECUTIVE PERFORMANCE BONUS AND SEVERANCE PACKAGE

      Pursuant to a resolution of the TPC Board of Directors in November 1996,
Messrs. Larry Bickle, John Strom and Chris Jones (the "Senior Executives"), are
entitled to receive a cash bonus upon the consummation of a change in control
of TPC prior to December 31, 1997, measured by their performance in obtaining a
premium to the then current market price for TPC's Shares in such a
transaction.

     If the entire Company is sold for a per Share price equal to $15.50, the
Senior Executives will each receive a Performance Bonus equal to two times his
Base Amount (being the respective Senior Executive's base amount on 





                                      4
<PAGE>   5

the date of the consummation of the change in control as determined in
accordance with Section 280G of the Internal Revenue Code of 1986, as amended
(the "Code")). A per Share price between $10.50 and $15.50 will entitle each of
the Senior Executives to a performance bonus equal to the interpolated value;
i.e., four-tenths of their Base Amount for each dollar of per Share value
between $10.50 and $15.50. For example, a per Share sales price of $12.00
results in a Performance Bonus equal to six-tenths of the Senior Executive's
Base Amount. In addition thereto, if a per Share price in excess of $15.50 is
received, each of the Senior Executives will be entitled to an additional
one-half of the Base Amount for each dollar of Share value in excess of $15.50.
If the entire Company is sold for a per Share price less than or equal to
$10.50, the Senior Executives will not receive any performance bonus.

     Each Senior Executive will also be entitled to a severance payment equal
to his respective Base Amount, plus the cost to continue his medical and dental
health benefits for up to two years following the consummation of the
transaction. The value of the benefits to be paid to any one of the Senior
Executives, as a result of a change of control in TPC, shall be limited so as
to escape application of the excise tax imposed on excessive change of control
payments.

   CHANGE OF CONTROL AGREEMENTS

     TPC is a party to a change in control agreement (a "Change in Control
Agreement") with certain officers, key employees, affiliate employees and
consultants (each a "Named Executive") of TPC. Under the Change in Control
Agreement, if, prior to the expiration or termination thereof, a change in
control (as defined in the Change in Control Agreement) occurs, each Named
Executive would be entitled to receive (i) a retention bonus equal to a
specified multiple of their Base Amount, and (ii) if, thereafter TPC or, in
certain circumstances, the Named Executive, terminates the Named Executive's
employment and, in the case of termination by TPC "cause" (as defined in the
Change in Control Agreement) for such termination does not exist, a cash
severance benefit equal to a specified multiple of the Named Executive's Base
Amount, as provided in the respective agreement of each Named Executive. Each
Named Executive would also be entitled to COBRA continuation for a period of
twenty-four months following such termination at no cost to the Named
Executive. In the event that any Named Executive's receipt of all payments
under the Change in Control Agreement would subject such Named Executive to the
excise tax imposed by Section 4999 of the Code, then the aggregate present
value of all payments to such Named Executive shall be reduced to an amount,
expressed in present value, which maximizes the aggregate present value of the
payment, without causing any payment to be nondeductible by TPC because of Code
Section 280G, or subject the Named Executive to such excise tax. The Change in
Control Agreements with the Named Executives will expire on November 8, 1997,
provided however, that the term shall automatically be extended without further
action by the parties for additional one year periods, unless TPC gives a Named
Executive six months written notice of its intent not to extend the current
term of the respective Change in Control Agreement.





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<PAGE>   6
                                   SIGNATURES


      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, TPC Corporation has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on March 14, 1997.


                                             TPC CORPORATION
                                             (Registrant)




                                             By:  /s/    LARRY W. BICKLE
                                                 -------------------------------
                                                         LARRY W. BICKLE
                                                    CHAIRMAN, CHIEF EXECUTIVE 
                                                      OFFICER AND DIRECTOR

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of TPC
Corporation and in the capacities indicated on March 14, 1997:

<TABLE>
<CAPTION>
                       SIGNATURES                                                  TITLE
                       ----------                                                  -----
<S>                                                       <C>
              /s/    LARRY W. BICKLE                      Chairman and Chief Executive Officer (Principal
-------------------------------------------------------      Executive Officer)
                     Larry W. Bickle                                                                

             /s/     J. CHRIS JONES                       Senior Vice President and Chief Operating and
-------------------------------------------------------      Financial Officer (Principal Financial Officer)
                     J. Chris Jones                                                                                              

            /s/   D. HUGHES WATLER, JR.                   Corporate Controller (Principal Accounting Officer)
-------------------------------------------------------
                  D. Hughes Watler, Jr.
</TABLE>

      D. Hughes Watler, Jr., pursuant to powers of attorney which are being
filed with this annual report on Form 10-K, has signed below on March 14, 1997,
as attorney-in-fact for the following directors of the Registrant, constituting
a majority of the Registrant's Board of Directors:

              Jean P. Abiteboul                      Roger L. Jarvis
              Bernard Brelle                         Thomas M. Jenkins
              W. Jack Bowen                          Michael E. McMahon
              Robert Cosson                          James S. Pignatelli




                                                 /s/  D. HUGHES WATLER, JR.
                                                --------------------------------
                                                      D. Hughes Watler, Jr.





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