<PAGE>   1
 
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
   
                                  FORM 10-K/A
    
                            ------------------------
 
(MARK ONE)
 
[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
 
            FOR THE TRANSITION PERIOD FROM __________ TO __________
 
                         COMMISSION FILE NUMBER 0-27374
 
                         UNISON HEALTHCARE CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                           <C>
                   DELAWARE                                     86-0684011
       (STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NUMBER)
</TABLE>
 
                   8800 NORTH GAINEY CENTER DRIVE, SUITE 245
                              SCOTTSDALE, AZ 85258
                                 (602) 423-1954
                                FORMER ADDRESS:
                     7272 E. INDIAN SCHOOL ROAD, SUITE 214
                              SCOTTSDALE, AZ 85251
         (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
            AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                            ------------------------
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                      NONE
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
 
                              TITLE OF EACH CLASS
                    Common Stock, Par Value $0.001 per share
 
     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 [ ]  No [X]
 
     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. [ ]
 
   
     As of March 31, 1997, there were 6,422,096 shares of Common Stock, par
value $0.001 per share, outstanding. The aggregate market value of the shares of
Common Stock held by non-affiliates of the registrant on March 28, 1997, was
approximately $9,539,685. For purposes of the foregoing calculation only, all
directors and executive officers of the registrant have been deemed affiliates.
    
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
                                      None
 
================================================================================
<PAGE>   2
 
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" applicable to BritWill's separate
historical results and other financial information included herein.
 
<TABLE>
<CAPTION>
                                          SEVEN MONTHS
                                              ENDED                      YEARS ENDED
                                            JULY 31,                    DECEMBER 31,
                                       -------------------     -------------------------------
                                        1995        1994        1994        1993        1992
                                       -------     -------     -------     -------     -------
                                           (UNAUDITED)                 (IN THOUSANDS)
    <S>                                <C>         <C>         <C>         <C>         <C>
    Revenues:
      Net patient....................  $38,378     $29,098     $53,801     $32,107     $27,107
      Other..........................      476         759         624         625          70
                                       -------     -------     -------     -------     -------
              Total revenues.........   38,854      29,857      54,425      32,732      27,177
    Expenses:
      Operating......................   28,333      22,666      40,037      23,483      15,162
      General and administrative.....    3,870       3,350       6,252       3,670       6,714
      Rent...........................    5,223       4,719       8,264       5,097       3,750
      Interest.......................      906         571         872         385       2,850
      Depreciation and
         amortization................      591         487         987         704         741
                                       -------     -------     -------     -------     -------
              Total expenses.........   38,923      31,793      56,412      33,339      29,217
                                       -------     -------     -------     -------     -------
    Income (loss) from operations....      (69)     (1,936)     (1,987)       (607)     (2,040)
    Other Income:
         Interest income.............      113          50          55          65         220
                                       -------     -------     -------     -------     -------
    Income (loss) before income
      taxes..........................       44      (1,886)     (1,932)       (542)     (1,820)
    Income taxes.....................       31          26          53          52          --
                                       -------     -------     -------     -------     -------
    Net income (loss)................  $    13     $(1,912)    $(1,985)    $  (594)    $(1,820)
                                       =======     =======     =======     =======     =======
</TABLE>
 
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
 
     The following discussion contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act which are based on
assumptions set forth in this discussion that could prove to be inaccurate.
Important factors that could cause actual events to vary from the discussions
herein include the factors discussed in "Business", "-- Overview" and "-- Risks
and Uncertainties".
 
     The following material should be read in conjunction with Unison's
Consolidated Financial Statements and related notes thereto for the years ended
December 31, 1994, 1995 and 1996. All references in this discussion and analysis
to years are to fiscal years ended December 31 of such year.
 
SIGNIFICANT EVENTS
 
- On October 31, 1996, Unison completed the private placement of its
  $100,000,000 12 1/4% Senior Notes Due 2006 (the "Senior Notes").
 
- On October 31, 1996, Unison completed the Signature Acquisition and the Ampro
  Acquisition. See "-- Acquisitions and Dispositions".
 
- On September 30, 1996, Unison announced a plan to dispose of seven
  (subsequently amended to include eight) underperforming nursing facilities and
  recorded a $3,865,000 nonrecurring charge in the 1996 third quarter. See
  "-- Acquisitions and Dispositions".
 
- For the year ended December 31, 1996, Unison recorded a net loss of
  $23,438,000 compared to net income of $117,000 and $340,000 in 1995 and 1994,
  respectively. See "-- Results of Operations".
 
                                       19
<PAGE>   3
 
OVERVIEW
 
     From a financial performance standpoint, 1996 was a very disappointing year
for Unison. In 1996, the Company pursued an aggressive expansion program and the
financial reporting and management information systems were not adequate for the
larger and more complex needs of the Company. On March 11, 1997, the Company
announced that it would restate its financial results for the nine months ended
September 30, 1996 and estimated that the restatement would be in the range of
$5,000,000 to $6,000,000. Unison also stated that its investigation was
continuing. On May 12, 1997, after consultation with the Company's auditors,
Unison announced that the restatement would be significantly higher than the
previous estimate. As a result of the auditor's examination in conjunction with
the Company's prior investigation, the restated pretax loss for the nine months
ended September 30, 1996 is $14,997,000.
 
     Despite these difficulties, Unison believes that its core businesses remain
fundamentally sound. Its nursing home occupancy levels and quality mix have
shown improvement. Unison's quality of care as measured by levels of compliance
in state health care surveys is high. Unison's ancillary services subsidiaries
(providing therapy, pharmacy and laboratory services both to Unison facilities
and those of independent nursing home companies) are generally profitable. As of
May 21, 1997, Unison is current in all of its loan and leasehold payment
obligations, having recently made the first required interest payment on its
Senior Notes. During March 1997, Unison's outside directors took initial steps
to replace the Company's chief executive and several of its principal financial
officers. Unison also substantially curtailed its acquisition program, reduced
its corporate cost structure, and is implementing revenue enhancement programs
and expense controls in its nursing homes and ancillary services companies. See
"-- Liquidity and Capital Resources." The Company also is pursuing new sources
of debt or equity financing to help it rebuild value for its shareholders and
note holders. The Company believes that the revenue enhancement and cost
containment initiatives and access to cash flows from draws on its line of
credit or, if necessary, proceeds from sales of unencumbered assets and
additional borrowings, will provide Unison with the liquidity necessary to meet
its obligations during 1997.
 
RISKS AND UNCERTAINTIES
 
     Risks and uncertainties that may impact future operating results and cash
flows include those described below.
 
     High Leverage and Limited Capital Resources.  At December 31, 1996, Unison
had approximately $157,138,000 in total long-term indebtedness, which was
approximately 93.1% of its total capitalization. It also has significant
long-term operating lease obligations (approximately $15,492,000 for 1997 and
$164,743,000 in the aggregate). Substantially all of Unison's cash flow and
availability under its current lines of credit, together with additional funds
from sources yet to be developed, will be needed for the next year and beyond in
order to satisfy its working capital, debt service and lease obligations. The
Company believes that the revenue enhancement and cost containment initiatives
and access to cash flows from draws on its line of credit or, if necessary,
proceeds from sales of unencumbered assets and additional borrowings will
provide Unison with the liquidity necessary to meet its obligations during 1997.
The Senior Notes and Unison's other indebtedness and lease obligations include
certain covenants that prohibit or limit asset sales, acquisitions, incurrence
of additional debt and liens, the making of restricted payments, affiliate
transactions, engaging in certain mergers and consolidations and entering new
lines of business. Unison's ability over the near term to respond to unexpected
obligations or revenue shortfalls or to other risks and uncertainties is
limited.
 
     Pending Securities Litigation.  Unison and certain of its current and
former directors and officers (among others) are named as defendants in several
class action complaints seeking unspecified damages following Unison's
announcement in March 1997 that the Company expected to restate its financial
statements for the nine-month period ended September 30, 1996. To date, six such
claims have been filed in federal district court in Phoenix, Arizona alleging
violations of Sections 10 and 20 of the Exchange Act and Rule 10b-5 promulgated
thereunder. While the purported class periods and the named defendants vary, the
broadest class period to date asserts that between May 14, 1996 (the date of
Unison's announcement of first quarter results) and March 10, 1997 (the date
before Unison's March 11 announcement of the restatement) the defendants knew,
or were reckless in not knowing, that Unison's results for the first three
quarters of 1996
 
                                       20
<PAGE>   4
 
were materially overstated. The individual defendants named in some or all of
these actions are Jerry M. Walker (the Company's former Chief Executive
Officer), Craig Clark (the Company's former Chief Financial Officer), Paul
Contris (the Company's former Vice President of Acquisitions), Phillip Rollins
(the Company's Chief Operating Officer) and Bruce Whitehead (Chairman of the
Board). In addition, the Company is informed that an action has been filed in
the Superior Court of the State of California (County of Orange) against the
Company and the aforesaid individuals, as well as John T. Lynch, Jr. (a member
of the Board of Directors), Trouver Capital Partners, L.P. (a private investment
banking firm of which Mr. Lynch is a general partner), Cruttenden Roth Inc. and
Wheat First Butcher Singer (the latter two entities are named individually and
as representatives of a purported defendant underwriter class). The Orange
County action is purportedly filed on behalf of all persons who acquired Unison
stock in the Company's December 1995 initial public offering ("IPO"); it
essentially alleges that in connection with the IPO, the defendants made
positive statements about the Company's prospects for which there was no basis,
that accounts receivable were overstated, and that the Company's statement of
financial position as of September 30, 1995 was not fairly presented. Unison's
bylaws require the Company to indemnify current and former officers and
directors to the extent permitted by Delaware law against such liabilities and
related expenses. The Company denies the material allegations in these
complaints and intends to defend the actions vigorously. Management believes
that the costs of the ultimate disposition of these matters, if any, will be
substantially covered by insurance. An adverse determination could have a
material adverse effect upon Unison.
 
     Market Listing for Equity Securities and Access to Capital
Markets.  Because of its substantial losses in 1996, Unison does not currently
satisfy the minimum tangible net worth criteria for maintaining the listing of
its common stock on The Nasdaq Stock Market's National Market System. If the
listing of its common stock is suspended and not renewed, Unison's ability to
raise capital in the public or private equity markets will be hampered.
Management is exploring options to forestall or ameliorate any such action.
 
     History of Losses and Accumulated Deficit.  Unison began operations in 1992
and, prior to the pooling effects of the Ampro Acquisition on October 31, 1996,
it incurred net losses through the third quarter of 1995. Unison reported a
small net profit in the fourth quarter of 1995, but it reported substantial
losses for 1996. Unison's future profitability will depend upon many factors,
including its ability to reduce and control costs, its ability to integrate
recently acquired operations, occupancy levels, government regulation and
reimbursement policies, competition, Unison's ability to attract and retain
qualified personnel at competitive rates, the outcome of pending litigation and
general economic conditions. While the Company has instituted revenue
enhancement and cost containment programs and continues to work at integrating
recent acquisitions, there can be no assurance that Unison will be profitable in
the future.
 
     Risks from Recent Business Expansion.  A key element of Unison's business
strategy during 1995 and 1996 was to expand through the leasing of new or
existing long-term and specialty healthcare facilities and the acquisition or
development of ancillary healthcare businesses or services. The acquisitions of
BritWill, Signature, Sunbelt, RehabWest, and Ampro and the formation of Quest
occurred pursuant to this strategy. Acquisitions are inherently risky due to the
possibility of unknown and unforeseen contingencies affecting the new businesses
and due to costs of integrating acquired operations into the overall enterprise.
These risks have impacted and may continue to impact Unison's financial
performance. Although Unison has substantially curtailed its acquisition
strategy, its corporate overhead increased during the second half of 1996 in the
expectation that the number and size of acquisitions might continue to grow.
This expansion will make it difficult to reduce costs in response to liquidity
challenges.
 
   
     Management Transition and Dependence on Skilled Personnel.  Three of
Unison's executive officers, including its CEO, CFO and VP of Acquisitions,
resigned during the first part of 1997. They have not been replaced on a
permanent basis. A number of other personnel have also been laid off, primarily
in an attempt to control overhead costs. The loss of key personnel could
adversely affect Unison's ability to rebuild its financial health.
    
 
     Rate Increases on Senior Notes.  Pursuant to the Senior Note Registration
Rights Agreement, the interest rate payable on Unison's outstanding Senior Notes
has temporarily increased from 12.25% to 13.00%, and it is subject to further
increases at 90 day intervals (to a maximum rate of 14.25%) until a registration
 
                                       21
<PAGE>   5
 
statement for the Senior Notes (or for Exchange Notes on the same terms) is
filed and becomes effective with the Securities and Exchange Commission (the
"Commission"). Unison has delayed filing the required registration statement
while it completed work on its financial statements for 1996, but expects to
make the filing in 1997. In light of Unison's 1996 results, the Commission may
choose to review that filing. Accordingly, further delays in completing the
required registration, with corresponding additional interest expense on the
Senior Notes, are possible.
 
     Loan and Lease Covenant Violations.  Although Unison is current on its
payment obligations on its outstanding loans and facilities leases, it is not in
compliance with certain covenants under mortgage loans with one lender for six
of its health care facilities and with the lease agreements for 23 facilities
leased from Omega. Unison has obtained a waiver from Omega for these financial
covenant violations as of December 31, 1996, and it is negotiating the terms of
revised covenants for the future. Management is attempting to renegotiate the
leases; however, there can be no assurance that such restructuring will be
accomplished. An acceleration of Unison's obligations under any of its financial
instruments or a default under any of its facilities leases could have a
material adverse impact on Unison.
 
ACQUISITIONS AND DISPOSITIONS
 
     On October 31, 1996, Unison acquired by merger Signature Health Care
Corporation and four affiliated companies (collectively, the "Signature
Mergers") for a combination of Unison common shares, approximately $37,054,000
in cash and promissory notes totaling approximately $1,146,000. In accordance
with an adjustment provision of the Signature Merger Agreements relating to
stockholders' equity, in March 1997 the former shareholders of Signature
received additional consideration of $2,511,000, paid in convertible promissory
notes ($1,827,000) and 238,052 shares of Unison common stock ($684,000 valued as
of March 27, 1997). Signature operated 11 long-term care facilities and two
assisted living facilities in Arizona and metropolitan Denver, Colorado. Unison
also acquired RehabWest (a related rehabilitation company) for approximately
$5,350,000 in cash. The Signature Mergers and the acquisition of RehabWest are
referred to collectively as the "Signature Acquisition."
 
     On October 31, 1996, Unison also acquired American Professional Holding,
Inc. and Memphis Clinical Laboratory, Inc. (together, "Ampro")(the "Ampro
Acquisition") in a pooling of interests transaction. The consideration paid for
Ampro included: (a) cash of approximately $237,000; (b) 540,000 shares of Unison
Common Stock and (c) a promissory note in the amount of $250,000 which has since
been prepaid. Ampro operates medical laboratories in Texas, Missouri and
Tennessee which, at March 31, 1997, provided testing services for 275 nursing
homes and other healthcare facilities. Summarized results of operations of Ampro
are as follows:
 
<TABLE>
<CAPTION>
                                                         YEARS ENDED DECEMBER 31,
                                                 ----------------------------------------
                                                    1994           1995           1996
                                                 ----------     ----------     ----------
        <S>                                      <C>            <C>            <C>
        Revenues.............................    $6,000,000     $7,203,000     $6,547,000
        Net income (loss)....................       420,000        143,000       (565,000)
</TABLE>
 
     Other acquisitions that have closed within the past three years include
BritWill (1995), Sunbelt (1996) and several smaller facilities or enterprises.
See "Business -- Acquisitions."
 
     On September 30, 1996, Unison announced a disposition plan designed to
improve its long-term financial strength and operating performance (the
"Dispositions"). The plan includes the disposition of eight nursing facilities
(the "Disposition Facilities"), two of which are closed, which do not meet
Unison's operational or financial criteria. Unison also recorded a nonrecurring
charge of $3,865,000 in the quarter ended September 30, 1996 to record
impairment of long-lived assets and to establish reserves for costs to dispose
of the
 
                                       22
<PAGE>   6
 
Disposition Facilities. Four of these facilities were subleased to an unrelated
party effective March 1, 1997 and the other four are held for disposition.
Results of operations of the Disposition Facilities were as follows:
 
<TABLE>
<CAPTION>
                                                                       YEARS ENDED
                                                                      DECEMBER 31,
                                                                   -------------------
                                                                    1995        1996
                                                                   -------     -------
                                                                     (IN THOUSANDS)
        <S>                                                        <C>         <C>
        Revenues.................................................  $16,269     $14,539
        Net loss before taxes and impairment losses..............       90       2,320
</TABLE>
 
RESULTS OF OPERATIONS
 
UNISON HISTORICAL
 
     The following table summarizes selected operating statistics. Pro forma
data give effect to the Dispositions as if all of the Disposition Facilities had
been disposed of on December 31, 1996.
 
<TABLE>
<CAPTION>
                                                            AT DECEMBER 31,
                                                        ------------------------     PRO FORMA
                                                        1994     1995      1996        1996
                                                        ----     -----     -----     ---------
    <S>                                                 <C>      <C>       <C>       <C>
    Leased/Owned Facilities:
      Number of facilities..........................     11         42        59          53
      Number of licensed beds:
         Long-term care.............................    631      3,872     5,145       4,508
         Assisted and independent living............    104        112       320         320
    Managed Facilities:
      Number of facilities..........................      9          8         3           3
      Number of licensed beds.......................    990        874       310         310
    Institutional Pharmacies:
      Number of outlets.............................     --          1         2           2
      Nonaffiliated facilities served...............     --         17        42          42
    Therapy Services:
      Nonaffiliated entities served.................     --         --        55          55
    Laboratory Services:
      Nonaffiliated entities served.................    225        260       295         295
</TABLE>
 
     The following table identifies Unison's sources of revenues. Pro forma data
give effect to (i) the Dispositions and (ii) acquisitions completed after
January 1, 1996 as if such transactions had occurred on January 1, 1996.
 
<TABLE>
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                                       -------------------------     PRO FORMA
                                                       1994      1995      1996        1996
                                                       -----     -----     -----     ---------
    <S>                                                <C>       <C>       <C>       <C>
    Percentage of total revenues:
      Long-term care.................................   67.4%     87.6%     81.0%       84.1%
      Therapy contracts..............................     --        --       8.9         7.5
      Pharmacies.....................................     --       1.0       4.6         3.8
      Medicare Part B billing and supply.............     --       0.9       1.1         1.0
      Laboratory services............................   32.6      10.5       4.4         3.6
                                                       -----     -----     -----       -----
         Total.......................................  100.0%    100.0%    100.0%      100.0%
                                                       =====     =====     =====       =====
</TABLE>
 
     Unison's revenues fluctuate from facility to facility based on various
factors, including total capacity, occupancy rates, reimbursement systems and
rates among the payor categories, payor mix and the scope and utilization of
Unison's ancillary services. Medicare patients generate the highest revenue per
patient day, although profitability is not always increased due to the
additional costs associated with the higher level of care required by such
patients. In general, private pay sources are more profitable to Unison than
governmental reimbursement sources. Unison generally derives a higher profit
margin from ancillary services than from basic nursing services.
 
                                       23
<PAGE>   7
 
     Data for nursing center operations with respect to sources of net patient
revenues by payor type are set forth below (long-term care only). Pro forma data
give effect to (i) the Dispositions and (ii) acquisitions completed after
January 1, 1996, as if such transactions had occurred on January 1, 1996.
 
<TABLE>
<CAPTION>
                                                           YEARS ENDED DECEMBER
                                                                    31,
                                                          -----------------------    PRO FORMA
                                                          1994     1995     1996       1996
                                                          -----    -----    -----    ---------
    <S>                                                   <C>      <C>      <C>      <C>
    Medicare...........................................     9.1%    26.9%    29.5%      30.2%
    Private and other..................................    32.4     17.2     17.0       18.1
                                                          -----    -----    -----      -----
      Quality Mix......................................    41.5     44.1     46.5       48.3
    Medicaid...........................................    58.5     55.9     53.5       51.7
                                                          -----    -----    -----      -----
      Total............................................   100.0%   100.0%   100.0%     100.0%
                                                          =====    =====    =====      =====
</TABLE>
 
YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995
 
     Unison recorded a net loss of $23,438,000 in 1996 and net income of
$117,000 in 1995. Loss before taxes amounted to $31,794,000 in 1996 compared to
pretax income in 1995 of $249,000. The pretax loss in 1996 is primarily
attributable to: (i) write-offs and provisions for doubtful accounts related to
management fees and patient and other receivables in the aggregate amount of
$4,524,000; (ii) a provision for impairment of long-lived assets and the
Dispositions amounting to $3,865,000, (iii) gross receipt taxes, interest, and
penalties of approximately $3,565,000, (iv) accrued accounting, legal and other
professional fees relating to 1996 matters of $1,300,000, (v) loan transaction
costs and fees for debt which has been paid off and acquisition costs of
$1,762,000, (vi) increased corporate salary costs from $2,838,000 in 1995 to
$5,340,000 in 1996, (vii) a litigation settlement amounting to $725,000 and
(viii) losses from nursing home operations.
 
     Revenues.  Revenues were $148,674,000 in 1996 compared to $68,488,000 in
1995. The $80,186,000 increase is due primarily to revenues from patient
services which increased from $64,947,000 in 1995 to $146,379,000 in 1996.
Patient days increased from 613,000 in 1995 to 1,235,000 in 1996. The increase
in patient days and net patient service revenues is primarily attributable to
(i) the increase in the number of facilities operated, including a full year of
operations of the 28 facilities acquired in the BritWill Acquisition on August
10, 1995 and 13 facilities with the Signature Acquisition on October 31, 1996;
(ii) the acquisitions of institutional pharmacies and therapy companies, and
progress in providing ancillary products and services to patients of Unison
facilities and unrelated facilities; and (iii) the increase in Unison's quality
mix to 46.5% in 1996 compared to 44.1% in the prior year period. Other operating
revenues decreased to $2,295,000 in 1996 from $3,541,000 in 1995 due primarily
to the decrease in managed facilities from eight at December 31, 1995 to three
at December 31, 1996.
 
     Wages and Related.  Wages and related expense increased 144.8% from
$35,047,000 in 1995 to $85,789,000 in 1996 and as a percentage of revenues from
51.2% in 1995 to 57.7% in 1996. The dollar increase is due primarily to the
increase in the number of leased facilities operated and an increase in
corporate overhead due to Unison's acquisition program during 1996 and
accounting and information system conversions. The percentage increase is due
primarily to the acquisition of therapy companies which have an inherently
higher percentage of salaries to revenues than long-term care providers and an
increase in corporate and regional overhead.
 
     Other Operating.  Other operating expenses increased 169.5% from
$24,032,000 in 1995 to $64,771,000 in 1996, due primarily to an increase in the
number of leased facilities operated as well as (i) a $1,892,000 increase in the
provision for doubtful accounts related to management fees and other accounts
receivable; (ii) costs associated with acquisition efforts and litigation; and
(iii) increases in corporate overhead. Other operating expenses as a percentage
of revenues amounted to 43.6% in 1996 compared to 35.1% in 1995.
 
     Rent Expense.  Rent expense increased 134.6% from $6,673,000 in 1995 to
$15,658,000 in 1996. The increase is due primarily to the increase in the number
of leased facilities operated. Rent expense as a percentage of revenues
increased to 10.5% in 1996 from 9.7% in 1995.
 
                                       24
<PAGE>   8
 
     Interest Expense.  Interest expense amounted to $5,824,000 in 1996 compared
to $1,176,000 in 1995. The increase is primarily the result of debt incurred and
assumed in connection with acquisitions, including the $100,000,000 of Senior
Notes issued on October 31, 1996, as well as increases in borrowings for working
capital. See "-- Liquidity and Capital Resources." Interest expense as a
percentage of revenues increased to 3.9% in 1996 from 1.7% in 1995.
 
     Depreciation and Amortization.  Depreciation and amortization expense
increased from $1,311,000 in 1995 to $4,561,000 in 1996. The increase is due
primarily to the increase in goodwill and lease operating rights associated with
acquisitions and an increase in fixed assets resulting from capital expenditures
and ownership interests in six facilities acquired in the Signature Acquisition.
Depreciation and amortization expense as a percentage of revenues was 3.1% in
1996 and 1.9% in 1995.
 
     Income Tax Expense (Benefit).  Unison recorded an income tax credit for
1996 amounting to $8,356,000, or 26.3% of pretax loss of $31,794,000. The
effective tax rate is lower than the statutory federal income tax rate due
primarily to (i) amortization of intangible assets and other expenses which are
not deductible for tax; (ii) taxable income of certain subsidiaries which are
not consolidated for tax; and (iii) the valuation allowance established against
deferred tax assets. Unison recorded a tax provision in 1995 of $132,000, or
53.0% of pretax income. The effective tax rate for 1995 is higher than the
statutory federal tax rate due primarily to amortization of intangible assets
and other nondeductible expenses.
 
YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994
 
     Revenues.  Revenues increased from $18,406,000 in 1994 to $68,488,000 in
1995. The increase is primarily attributable to revenues from patient services
which increased from $17,070,000 in 1994 to $64,947,000 in 1995. Patient days
increased from 140,000 in 1994 to 613,000 in 1995. Of this growth in patient
revenues and census, approximately 90% is attributable to acquisitions, with the
remainder attributable primarily to the increase in quality mix and an increase
in average census of facilities owned throughout the period. Unison operated 11
leased nursing and assisted living facilities at December 31, 1994 compared to
42 leased nursing and assisted living facilities at December 31, 1995. The
revenues related to the 28 facilities acquired from BritWill are included in
Unison's results of operations for periods subsequent to July 31, 1995.
Management fees and other revenue increased from $1,336,000 in 1994 to
$3,541,000 in 1995 as a result of an increase in the number of managed
facilities from nine facilities in 1994 to 12 facilities during 1995 (with eight
facilities under such management agreements at December 31, 1995).
 
     Wages and Related.  Wages and related expense increased from $9,593,000 in
1994 to $35,047,000 in 1995. The increase in wages and related expense is
primarily attributable to the increase in the number of leased facilities
operated. Wages and related expense as a percent of revenues decreased from
52.1% in 1994 to 51.2% in 1995 as a result of the higher proportion of revenues
from certain ancillary businesses whose operations are less labor-intensive than
those of the nursing facilities.
 
     Other Operating.  Other operating expenses increased from $6,462,000 in
1994 to $24,032,000 in 1995. The increase is attributable primarily to an
increase in the number of facilities operated. Other operating expenses as a
percent of revenues remained constant at 35.1% in 1994 and 1995.
 
     Rent Expense.  Rent expense increased from $1,406,000 in 1994 to $6,673,000
in 1995. The increase is primarily a result of the acquisition of 4 leased
facilities during the first seven months of 1995 and an additional 28 facilities
from the BritWill Acquisition for the last five months of the year. Rent expense
as a percent of patient revenues increased from 7.6% in 1994 to 9.7% in 1995.
 
     Interest Expense.  Interest expense increased from $147,000 in 1994 to
$1,176,000 in 1995. The increase is primarily attributable to the agreement
entered into in April 1995 to sell the Company's accounts receivable and
additional indebtedness assumed in connection with the BritWill Acquisition.
Interest expense as a percent of revenues increased from 0.8% in 1994 to 1.7% in
1995.
 
     Depreciation and Amortization Expense.  Depreciation and amortization
expense increased from $286,000 in 1994 to $1,311,000 in 1995. The increase is
due primarily to the amortization of goodwill and lease operating rights
attributable to the increase in leased facilities, related equipment purchases
and leasehold
 
                                       25
<PAGE>   9
 
improvements. Depreciation and amortization expense as a percent of revenues
increased from 1.6% in 1994 to 1.9% in 1995.
 
BRITWILL HISTORICAL
 
Overview
 
     BritWill's long-term care facilities derived 28.6% of resident care revenue
from Medicare and ancillary services for the seven months ended July 31, 1995
compared to 18.8% in the comparable 1994 period. For the year ended December 31,
1994, 17.6% of resident care revenue was derived from Medicare and ancillary
services compared with 5.0% for the year ended December 31, 1993.
 
Seven Months Ended July 31, 1995 Compared to Seven Months Ended July 31, 1994
 
     Revenues.  Revenues increased from $29.9 million in 1994 to $38.9 million
in 1995, an increase of 30.1%. These increases are primarily attributable to the
expansion of Medicare services; there were 15 facilities in the Medicare program
in the first seven months of 1994 compared to 24 in 1995. Medicare and ancillary
revenue were 7.0% and 7.0%, respectively, of patient revenues in 1994 compared
to 23.0% and 6.0%, respectively, of patient revenues for 1995. Management fee
revenues decreased by $120,000 or 75% due to the conversion of 2 facilities from
management contracts to leases in November of 1994. However, this decrease was
offset by an additional $3.2 million in patient revenues.
 
     Wages and Related Expense.  Wages and related expense increased from $17.0
million in 1994 to $23.3 million in 1995, an increase of 37.1%. Salary and wages
increased 18.4%. New leases contributed to $1.7 million of the wage increase.
The remaining increase is attributable to increased staffing necessary to
support the Company's increased Medicare services.
 
     Lease Expense.  Lease expense increased from $4.7 million in 1994 to $5.2
million in 1995, an increase of 10.6% due to the addition of the 3 facilities in
the fourth quarter of 1994.
 
     General and Administrative.  General and administrative expenses increased
from $3.4 million in 1994 to $3.9 million in 1995, an increase of 14.7%. This
increase is primarily attributable to new leases. As a percentage of revenues,
general and administrative expenses declined from 11.2% of revenue in 1994 to
10.0% of revenue in 1995.
 
     Depreciation and Amortization.  Depreciation and amortization increased
from $487,000 in 1994 to $591,000 in 1995, an increase of 21.4%. This increase
is attributable to additional equipment and leasehold improvements at BritWill's
facilities.
 
     Interest Expense.  Interest expense increased from $571,000 in 1994 to
$906,000 in 1995, an increase of 58.7%. This increase was primarily due to
additional borrowings under the revolving credit facility.
 
     Income (Loss) before Income Taxes and Net Income.  Income before income
taxes increased from a loss of $1.9 million for the seven months ended July 31,
1994 to income of $43,880 for the seven months ended July 31, 1995. This was
primarily attributable to an increase in acuity of patients and an increase in
Medicare patients in 1995; thus, ancillary utilization increased resulting in
substantially improved performance. There was no tax benefit provided for the
1994 loss since a valuation reserve was established for such income tax
benefits. Net income increased from a net loss of $1.9 million for the seven
months ended July 31, 1994 to net income of $13,380 for the seven months ended
July 31, 1995.
 
Year Ended December 31, 1994 Compared to Year Ended December 31, 1993
 
     Revenues.  Revenues increased from $32.7 million in 1993 to $54.4 million
in 1994, an increase of 66.4%, primarily attributable to the acquisition of nine
facility leases in Texas, primarily in the fourth quarter of 1993. In addition,
in the latter half of 1994, there was a significant increase in Medicare patient
days as there were more Medicare certified facilities. Management fee revenues
decreased 28.1% due to the conversion of two facilities from management
contracts to leases in June 1994 and two additional facilities in November. The
increase in patient census was diluted by a modification in Rule 14 under the
Indiana Medicaid reimbursement program. The effect of this ruling decreased
revenues by $1.2 million.
 
                                       26
<PAGE>   10
 
     Operating Expenses.  Operating expenses increased from $23.5 million in
1993 to $40.0 million in 1994, an increase of 70.2%. Facility salaries and wages
increased 68.2%, attributable to new leases in Texas. Ancillary expenses
increased $1.7 million due to the increase in the number of facilities
participating in the Medicare program.
 
     Lease Expense.  Lease expense increased from $5.1 million in 1993 to $8.3
million in 1994, an increase of 62.7%, due to the new leases.
 
     General and Administrative.  General and administrative expenses increased
from $3.7 million in 1993 to $6.3 million in 1994, an increase of 70.3%. This
increase is primarily attributable to new leases and additional resources
dedicated to expanded Medicare operations in 1994.
 
     Depreciation and Amortization.  Depreciation and amortization increased
from $704,000 in 1993 to $987,000 in 1994, an increase of 40.2%. This is
primarily attributable to the amortization of leasehold rights recorded as part
of the acquisition of five of the Texas facilities in December of 1994.
 
     Interest Expense.  Interest expense increased from $385,000 in 1993 to
$872,000 in 1994, an increase of 126.5%, primarily due to the payment of
interest on subordinated long-term debt.
 
     Income/Loss before Income Taxes and Net Loss.  Loss before income taxes
increased from $542,155 for the year ended December 31, 1993 to $1.9 million for
the year ended December 31, 1994. This was primarily attributable to an increase
in supplies expense, principally ancillary costs, in 1994 which were not
billable to Medicaid. There was no tax benefit provided for the losses since a
valuation reserve was established for such income tax benefit. Net loss
increased from $593,905 in 1993 to $2.0 million in 1994.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     At December 31, 1996, Unison had $17,409,000 in cash and cash equivalents
compared to $6,169,000 at December 31, 1995. The Company had a working capital
deficit of $13,955,000 at December 31, 1996 compared to a working capital
deficit at December 31, 1995 amounting to $927,000. The working capital deficit
shown at December 31, 1996 is primarily the result of current maturities of
notes and debt amounting to $33,915,000. Of this amount, approximately
$12,545,000 was repaid in January 1997 with proceeds from the Senior Notes and
$19,622,000 is classified as a current liability because Unison is not in
compliance with certain financial covenants; however, although the financial
covenants have not yet been cured, management has no reason to believe that this
debt will be accelerated and paid off in 1997.
 
     Cash used in operations in the year ended December 31, 1996 amounted to
$23,658,000 compared to $932,000 in 1995 and $43,000 in 1994. The increase is
due primarily to losses from operations for the various reasons described above
in the comparison of 1996 to 1995 and a net increase in accounts receivable of
$5,310,000, partially offset by an increase in accounts payable and accrued
expenses of $2,454,000 and a decrease in prepaid expenses of $825,000.
 
     Net cash used in investing activities amounted to $48,723,000 in 1996
compared to $3,679,000 in 1995 and $1,630,000 in 1994. In 1996, capital
expenditures amounted to $3,587,000 compared to $1,333,000 in 1995 and $995,000
in 1994. Capital expenditures of approximately $2,144,000 are budgeted for 1997
for routine replacements and refurbishment of facilities, which is anticipated
to be funded from operating cash flows and borrowings under lines of credit.
Expenditures for acquisitions, net of cash acquired, amounted to $41,225,000 in
1996, $40,066,000 of which relates to the Signature Acquisition, compared to
$677,000 in 1995 for the BritWill Acquisition and $300,000 in 1994. Increases in
intangible and other assets amounted to $2,707,000 in 1996, $1,397,000 in 1995
and $155,000 in 1994.
 
     Net cash provided by financing activities amounted to $83,621,000 in 1996
compared to $10,474,000 in 1995 and $1,795,000 in 1994. At December 31, 1996,
Unison had $157,138,000 in total debt (93.1% of total capitalization) compared
to $26,737,000 (56.1% of total capitalization) at December 31, 1995.
 
     On October 31, 1996, Unison completed the private placement of $100,000,000
of the Senior Notes. The net proceeds to Unison amounting to $94,550,000 were
used to complete the Signature Acquisition and the Ampro Acquisition and prepay
certain debt and contingent obligations as described below. Excess proceeds of
approximately $15,500,000 were used for acquisitions and working capital. The
stated interest rate of 12 1/4%
 
                                       27
<PAGE>   11
 
per annum is subject to temporary increase if the Senior Notes (or Exchange
Notes with the same terms) are not registered with the Commission within
specified time periods. As of December 31, 1996, the interest rate on the Senior
Notes was 12.75% and as of May 16, 1997 the interest rate is 13.00%. The
interest rate is subject to further increases of 0.25% on June 13, 1997 and
every 90 days thereafter (up to a maximum rate of 14 1/4%) until such
registration becomes effective.
 
     In January 1997, Unison repaid with proceeds from the Senior Notes the
$8,000,000 subordinated note payable to the former BritWill shareholders (the
"Subordinated Note") and $1,750,000 of the contingent obligation due to the
former BritWill shareholders. Thereafter, Unison's remaining obligation
associated with the BritWill Acquisition is a $9,750,000 contingent obligation
(the "Additional Payment Obligation"). The Additional Payment Obligation is
payable in monthly installments of $99,000 to $166,000, which includes interest
at 12.0% to 14.0%, with a balloon payment of $8,146,000 due August 9, 2000.
Because these payments are contingent upon revenue targets that, in light of
recent acquisitions, are likely to be achieved, the Additional Payment
Obligation is recorded as long-term debt and an increase in lease operating
rights in the consolidated balance sheet at December 31, 1996. Although this
does not change the amount of cash due to the former BritWill shareholders,
Unison will record an increase in amortization and interest expense in 1997 in
the aggregate amount of approximately $1,600,000. In the event of a sale by
Unison prior to August 9, 2000 of debt or equity securities exceeding
$10,000,000, the remaining balance of the Additional Payment Obligation will be
due in full.
 
     In connection with the Signature Acquisition, Unison assumed a 10.5%
mortgage loan ("Mortgage Note") collateralized by property and equipment of six
of the Signature facilities. The Mortgage Note requires Unison to maintain a
consolidated net worth of at least $39,000,000 and a minimum current ratio
(current assets to current liabilities) consolidated for the six properties of
at least 1.45 to 1 during 1996 and a debt service coverage ratio (as defined)
for the four preceding quarters consolidated for the six properties of at least
1.5 to 1. While the minimum current ratio and debt service ratios consolidated
for the six properties were in compliance with the debt covenants, Unison's
consolidated net worth was $11,689,000 as of December 31, 1996 and accordingly,
the Company was not in compliance with the net worth covenant. Unison did not
receive a waiver of this covenant violation and accordingly, classified the
entire obligation of $18,640,000 as current. In addition, the Company has not
met the financial reporting requirements of the Mortgage Note.
 
     Effective February 1, 1996, in connection with the acquisition of Sunbelt
Therapy, Unison issued promissory notes and debentures in the aggregate amount
of $2,800,000 with interest payable quarterly at 10.0%. The notes and debentures
were convertible into shares of Unison Common Stock. In January 1997, Unison
repaid $2,000,000 of the notes and debentures with proceeds from the Senior
Notes, and the remaining $800,000 principal amount was converted into 105,196
shares of Unison Common Stock. In November 1996, but effective February 1, 1996,
Unison repurchased the 10% minority interest in Sunbelt Therapy. Consideration
for the purchase was comprised of promissory notes and guaranteed payments
totalling $1,876,000, with interest payable quarterly at 9.0% per annum, and
27,942 shares of Unison Common Stock. Additional contingent payments of up to
$1,418,000 will be due if specified income targets are achieved by Sunbelt
Therapy.
 
     Unison also entered into a number of capital leases in 1996. At December
31, 1996, capital lease obligations for purchases of computer systems and other
fixed assets totalled $2,969,000, payable monthly over three to five years with
interest at 11.5% to 12.9%. The leases of two nursing facilities entered into in
August 1996 were recorded as capital leases; at December 31, 1996 the aggregate
lease obligation amounted to $4,122,000, payable monthly over the lease terms at
effective interest rates of 10.5% to 15.0%.
 
                                       28
<PAGE>   12
 
     Unison's minimum annual contractual commitments for leaseholds and
principal and interest on debt are expected to be as follows:
 
<TABLE>
<CAPTION>
                                                     LONG-TERM        OPERATING         TOTAL
                                                        DEBT           LEASES        OBLIGATIONS
                                                    ------------     -----------     ------------
<S>                                                 <C>              <C>             <C>
Year ending December 31,
  1997............................................  $ 33,289,000     $15,492,000     $ 48,781,000
  1998............................................    20,878,000      15,591,000       36,469,000
  1999............................................    19,268,000      15,362,000       34,630,000
  2000............................................    25,793,000      14,727,000       40,520,000
  2001............................................    16,499,000      13,975,000       30,474,000
  Thereafter......................................   177,071,000      89,596,000      266,667,000
</TABLE>
 
     Unison finances its working capital needs out of its operating cash flows
and under a $10,000,000 revolving credit facility. Borrowings under this credit
facility bear interest at the prime rate plus 2.0% (10.25% at December 31, 1996)
and are secured by certain of Unison's eligible accounts receivable. On October
31, 1996, Unison repaid the outstanding balance of $8,900,000 (plus $200,000 of
fees) with proceeds from the Senior Notes. There were no outstanding borrowings
under this credit facility at December 31, 1996. In March 1997, Unison paid a
management fee (in lieu of a termination fee) of $500,000. The lender agreed
that the existing facility would remain in place at Unison's option until May
26, 1998. Unison is currently working with several lenders in an effort to
replace the existing credit facility and increase the availability of working
capital.
 
     On April 21, 1997, the Company obtained a $2,950,000 loan for general
working capital purposes from affiliates of two of its directors, Messrs.
Kremser and Whitehead. The loan bears interest at prime plus 2% and is due on
the earlier of 30 days notice or August 1, 1997. The loan (and other Company
indebtedness to Messrs. Kremser and Whitehead and their affiliates) is secured
by a pledge of certain other accounts receivable and the stock of certain Unison
subsidiaries.
 
   
     The terms of certain of Unison's indebtedness and lease obligations require
the Company to meet certain financial and reporting covenants including current
ratio and cash flow ratio and maintenance of specified levels of net worth. At
December 31, 1996, Unison was not in compliance with many of these covenants. At
December 31, 1996, Unison was obligated to Omega as a tenant under three master
lease agreements covering 14 facilities having an aggregate minimum rent of
approximately $34,900,000 (subject to increase) during the remainder of their
initial terms. The master leases require the Company to maintain specified cash
flow to rent ratios, cash flow to debt service ratios, minimum cash, current
ratios and tangible net worth ratios (each as defined). Unison also leases six
facilities located in Texas from BritWill Texas (the "BritWill Texas Leases")
for an initial term that expires in December 2005. The BritWill Texas Leases
contain cross default provisions with the Omega leases by which if Unison is in
default with any Omega indebtedness or lease obligation, the Company is also in
default under the BritWill Texas Leases. Unison was not in compliance with these
covenants at December 31, 1996. Omega has waived all existing covenant
violations through April 11, 1997. The Company may not be in compliance with
these covenants after this date and, accordingly, is negotiating with Omega to
restructure the aforementioned covenants. Management is attempting to
renegotiate the leases; however there can be no assurance that such
restructuring will be accomplished.
    
 
     Unison's primary response to these developments has been to reduce costs
wherever possible without adversely impacting the quality of care and ancillary
services it provides. The number of corporate office personnel has been reduced
by approximately 35%, from 142 on December 31, 1996 to 92 on May 15, 1997. Cost
cutting and revenue enhancement initiatives are also underway at the nursing
homes and ancillary services companies.
 
     The Company believes that its revenues from operations and its existing
$10,000,000 line of credit facility may be sufficient to meet its near-term cash
flow and capital requirements. However, these funds might not be adequate in the
event of a material reduction in revenues or increase in expenses or if other
risks identified above were to occur. The Company is attempting to develop
lending relationships that will use the Company's
 
                                       29
<PAGE>   13
 
available accounts receivable and other available assets to reduce overall
borrowing costs and, if necessary, supply additional working capital. The
Company also intends to explore opportunities for a secured or unsecured term
loan or for equity financings, should that prove necessary or desirable. There
can be no assurances that such financings will be available or, if available,
that necessary funds will be available on terms favorable to Unison and its
shareholders.
 
     Inflation.  The Company does not believe that inflation has adversely
affected the Company's business during the past three years, even though
Medicare and Medicaid reimbursement rates in some areas have not kept pace with
inflation. To the extent inflation occurs in the future, the Company may not be
able to pass on the increased costs associated with providing health care
services to patients if reimbursement from third party payors does not keep up
with such increases.
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
     Financial Statements are presented on pages F-1 through F-42 of the report
and are incorporated herein by reference.
 
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
 
     None.
 
                                       30
<PAGE>   14
 
                                    PART III
 
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
   
     As described more fully under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" herein, in March 1997 the Company
determined it to be necessary to restate its operating results for the nine
months ended September 30, 1996. Subsequently, Unison's independent directors
have taken steps to reorganize the financial and executive leadership of the
Company. In connection with these changes, Messrs. Walker, Clark and Contris
have resigned as executive officers, directors and employees of the Company.
David A. Kremser, a Unison director who served as president and CEO of Signature
until it was acquired by Unison in October 1996, was appointed the Chairman of
the Executive Committee of the Board of Directors in March 1997, thereby serving
as the Company's chief executive officer and chief financial officer.
    
 
     The following table sets forth certain information with respect to the
current directors and executive officers of the Company.
 
   
<TABLE>
<CAPTION>
              NAME                 AGE              POSITION WITH THE COMPANY
---------------------------------  ----    --------------------------------------------
<S>                                <C>     <C>
David A. Kremser(1)(3)(4)........    49    Interim Chief Executive Officer and Chief
                                           Financial Officer, Director
Phillip R. Rollins...............    39    Executive Vice President-Operations,
                                           Chief Operating Officer, Director
L. Robert Oberfield..............    59    President, Quest Pharmacies, Inc.
Paul G. Henderson................    41    President, Sunbelt Therapy Management
                                           Services, Inc.
Terry Troxell....................    46    Senior Vice President - Clinical Operations
William G. Allen, Jr.............    46    Senior Vice President - Operations
Bruce H. Whitehead(1)............    44    Chairman of the Board, Director
John T. Casey(2)(3)..............    51    Director
Tyrrell L. Garth(2)..............    48    Director
John T. Lynch, Jr.(1)(3).........    48    Director
Mark W. White(2)(3)..............    57    Director
</TABLE>
    
 
---------------
(1) Member of Executive Committee.
 
(2) Member of Compensation Committee.
 
(3) Member of Audit Committee.
 
(4) Mr. Kremser became a director of Unison upon the closing of the Signature
    Acquisition. Since April 1997, Mr. Kremser has served as Chairman of the
    Executive Committee of the Board of Directors.
 
   
     David A. Kremser, 49, founded Signature in July 1987 and served as its
Chairman, President, Chief Executive Officer and a Director until it was
acquired by Unison in October 1996. From January 1985 through 1987, Mr. Kremser
was a Director and Executive Vice President of Columbia Corporation, a long-term
care company, and the President of Columbia West Corporation, a subsidiary of
Columbia Corporation. Prior to joining Columbia Corporation, he was affiliated
with ARA Services, Inc. ("ARA"), most recently with responsibility for ARA's
operations in California, Colorado, Wyoming and Texas.
    
 
   
     Phillip R. Rollins, 39, has served as the Executive Vice President and
Chief Operating Officer of Unison since it commenced operations in July 1992,
when he co-founded Unison. From June 1989 until joining Unison, he was the
Director of Operations of Samaritan Senior Services, Inc. ("Samaritan"), a
regional operator of subacute and long-term care facilities based in Phoenix,
Arizona. Prior to joining Samaritan, Mr. Rollins was the Director of Medicare
and Ancillary Services for Life Care Centers of America, a private operator of
long-term care facilities headquartered in Cleveland, Tennessee. Mr. Rollins is
a member of the American College of Health Care Administrators.
    
 
                                       31
<PAGE>   15
 
     L. Robert Oberfield, 59, has been President of Quest Pharmacies, Inc., a
subsidiary of Unison, since it was organized in March 1995. From December 1992
to March 1995, he was employed by Sunscript Pharmacy Corp., a subsidiary of Sun
Healthcare Company, most recently as President. From September 1990 to December
1992 he was employed by RDS Acquisition Corp. ("RDS"). RDS commenced bankruptcy
proceedings in December 1991. At the time the proceedings commenced, Mr.
Oberfield was the Senior Vice President of RDS, and he served as its President
thereafter until December 1992.
 
     Paul G. Henderson, 41, has served as President of Sunbelt Therapy
Management Services, Inc. since the acquisition of Sunbelt by Unison in March
1996. For the past six years, Mr. Henderson has been active in the founding and
management of physical therapy service providers (such as Sunbelt) and in
providing patient care.
 
   
     Terry Troxell, 46, has served as Director of Professional Services of
Unison since it commenced operations in July 1992. In November 1994, she became
Vice President of Unison and in September 1996 she became Senior Vice
President -- Clinical Operations. From July 1991 until July 1992, Ms. Troxell
served as Director of Professional Services of Samaritan. She was employed by
the Arizona Department of Health from 1985 until 1991, where she served as
Program Manager of Health Care Facility Licensure and Enforcement, overseeing
the licensing, certification and enforcement of all licensed healthcare
facilities in Arizona. Ms. Troxell is a licensed Registered Nurse and a
Certified Gerontologist Clinical Specialist. She sits on the American Health
Care Association's national facility standards committee and Long-Term Care
Nurse Council. She is a member of the American Gerontological Nurses Association
and the Association for Professionals in Infection Control and Epidemiology.
    
 
     William G. Allen, Jr., 46, has been Senior Vice President - Operations
since October 14, 1996. Prior thereto he was a Regional Vice President for
Unison (since November 1994), and before that he was Executive Director of
Plantation Manor Incorporated, a private operator of skilled nursing and
assisted living facilities.
 
     Bruce H. Whitehead, 44, has served as the Chairman of the Board of Unison
since August 1995. He is also President and Chief Executive Officer of the
general partner of Whitehead Family Investments, Ltd. Prior to joining Unison,
Mr. Whitehead was Chairman of BritWill from its inception in 1992. From 1984
through 1992, Mr. Whitehead was President of The BritWill Company, which also
invested in and managed long-term care facilities.
 
     John T. Casey, 51, has served as a Director of Unison since August 1995.
Mr. Casey is the Chief Executive Officer of InteCare LLC, a hospital management
firm in Irving, Texas. From October 1991 through August 1995, Mr. Casey was the
Chief Operating Officer of American Medical International, a publicly traded
hospital management company. Prior to October 1991, Mr. Casey was President of
Samaritan Health Services, a hospital and long-term care provider.
 
     Tyrrell L. Garth, 48, has served as a Director of Unison since August 1995.
Mr. Garth became President of Cheyenne Capital in Beaumont, Texas, a personal
investment firm, in 1996. Prior thereto he was a partner in the law firm of
Moore, Landry, Garth, Jones, Barmeister and Hulett, LLP, which served as general
counsel to BritWill prior to its acquisition by Unison in August 1995.
 
   
     John T. Lynch, Jr., 48, has been a director of Unison since June 1992. Mr.
Lynch was also a director of BritWill between 1992 and its acquisition by Unison
in 1995. In January 1990, he co-founded Trouver Capital Partners, L.P.
("Trouver"), a private investment banking firm and serves as one of its general
partners. Mr. Lynch was Managing Director and a member of the Health Care
Finance Group of Furman Selz Incorporated, and was Managing Director and head of
the Health Care Finance Group at Thomson McKinnon Securities, Inc. and Dean
Witter Reynolds Inc. for the period 1980 through 1990.
    
 
   
     Mark W. White, 57, has served as a Director of Unison since August 1995.
Mr. White has been an attorney in private practice since 1987. From 1983 to
1987, Mr. White served as Governor of the State of Texas.
    
 
                                       32
<PAGE>   16
 
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
   
     Under the securities laws of the United States, the Company's directors,
its executive officers, and any persons holding more than ten percent of the
Company's Common Stock are required to report their initial ownership of the
Company's Common Stock and any subsequent changes in that ownership to the
Commission. Specific due dates for these reports have been established, and the
Company is required to disclose any failure to file by these dates. The Company
believes that all of these filing requirements were satisfied during the year
ended December 31, 1996, except that Messrs. Whitehead, Garth, Casey, Lynch,
White, Walker, Contris, Clark and Oberfield and Ms. Troxell have not yet
reported on a Form 5 for the year ended December 31, 1996 a repricing of options
on January 16, 1996 and Mr. Rollins has not yet amended a Form 5 to report the
same repricings.
    
 
ITEM 11.  EXECUTIVE COMPENSATION
 
   
     The following table sets forth, with respect to the years ended December
31, 1996, 1995 and 1994, compensation awarded to, earned by or paid to (i)
Unison's Chief Executive Officer throughout 1996 and (ii) the four other
executive officers who were serving as executive officers at December 31, 1996.
    
 
                         SUMMARY COMPENSATION TABLE (1)
 
   
<TABLE>
<CAPTION>
                                                                          LONG-TERM
                                                                         COMPENSATION
                                                        ANNUAL           ------------
                                                     COMPENSATION         SECURITIES
                                                  -------------------     UNDERLYING
                                                   SALARY      BONUS     OPTIONS/SARS     ALL OTHER
      NAME AND PRINCIPAL POSITION         YEAR      ($)         ($)         (#)(2)       COMPENSATION
----------------------------------------  ----    --------    -------    ------------    ------------
<S>                                       <C>     <C>         <C>        <C>             <C>
Jerry M. Walker,........................  1996    $275,000    $41,250        33,924
  President, Chief Executive Officer(3)   1995     200,000    $37,500        33,924
                                          1994     161,952
Phillip R. Rollins,.....................  1996    $220,000    $33,000        73,924
  Executive Vice President -              1995     200,000     30,000        33,924
  Operations, Chief Operating Officer     1994     138,515
Craig R. Clark,.........................  1996    $220,000    $33,000       133,924
  Executive Vice President,               1995     184,373     30,000        33,924        $175,000(5)
  Chief Financial Officer                 1994      14,231     20,000                        88,250(6)
  and Chief Accounting Officer(4)
Paul J. Contris,........................  1996    $220,000    $33,000        65,443
  Executive Vice President -              1995     200,000     30,000        33,924
  Acquisitions and Development(7)         1994     138,515
L. Robert Oberfield,....................  1996    $136,800                   16,185
  President, Quest Pharmacies, Inc.       1995      64,000                    6,185
</TABLE>
    
 
---------------
(1) Certain columns have been omitted where there has been no compensation paid
    or awarded to or earned by any of the named executives required to be
    reported in such columns.
 
(2) The amounts shown for 1996 include both new option grants and outstanding
    options from prior years that were granted during 1995 and "repriced" during
    1996.
 
   
(3) Effective April 25, 1997, Mr. Walker resigned as President and Chief
    Executive Officer and as a Director.
    
 
   
(4) Effective April 25, 1997, Mr. Clark resigned as Executive Vice President,
    Chief Financial Officer, Chief Accounting Officer and as a Director.
    
 
(5) Represents a payment equal to one year's base salary in connection with the
    termination of Mr. Clark's employment agreement with BritWill.
 
                                       33
<PAGE>   17
 
(6) Includes consulting fees of $87,750 paid by BritWill before Mr. Clark became
    an employee of BritWill and $500 of fees as a director of BritWill. See
    "-- Employment Contracts, Termination of Employment, and Change-in-Control
    Arrangements."
 
   
(7) Mr. Contris served as Unison's Executive Vice President - Finance and Chief
    Accounting Officer from August 15, 1995 until June 1996. Effective April 25,
    1997, Mr. Contris resigned as Executive Vice President -- Acquisitions and
    Development and as a Director.
    
 
                   OPTION/SAR GRANTS IN LAST FISCAL YEAR (1)
 
     The following table sets forth information about stock option grants during
the last fiscal year to the past and present executive officers named in the
Summary Compensation Table.
 
   
<TABLE>
<CAPTION>
                                          INDIVIDUAL GRANTS
                         ----------------------------------------------------
                                        PERCENT OF                                 POTENTIAL REALIZABLE
                                          TOTAL                                            VALUE
                          NUMBER OF      OPTIONS/                                 AT ASSUMED ANNUAL RATES
                          SECURITIES       SARS                                       OF STOCK PRICE
                          UNDERLYING    GRANTED TO    EXERCISE                         APPRECIATION
                         OPTION/SARS    EMPLOYEES      OR BASE                      FOR OPTION TERM(4)
                           GRANTED      IN FISCAL       PRICE      EXPIRATION     -----------------------
         NAME               (#)(1)       YEAR(2)      ($/SH)(3)       DATE         5% ($)       10% ($)
-----------------------  ------------   ----------   -----------   ----------     --------     ----------
<S>                      <C>            <C>          <C>           <C>            <C>          <C>
Phillip R. Rollins.....      40,000         9.70%          $9.50     9/6/2006     $238,980     $  605,622
Craig R. Clark.........      60,000        14.55            9.00     9/6/2006      339,603        860,621
                             40,000         9.70            9.50     9/6/2006      238,980        605,622
Paul J. Contris........      40,000         9.70            9.50     9/6/2006      238,980        605,622
L. Robert Oberfield....      10,000         2.42            9.50     9/6/2006       59,745        151,406
</TABLE>
    
 
---------------
   
(1) Consists entirely of stock options. In connection with their resignations,
Messrs. Walker, Contris and Clark relinquished their options. Does not include
options granted in 1995 that were repriced in 1996.
    
 
(2) Based on total grants during the fiscal year of 412,412.
 
   
(3) These options (except 60,000 options granted to Mr. Clark at $9.00 per
    share) were granted with an exercise price of $13.75 per share and were
    repriced in December 1996 to $9.50 per share.
    
 
(4) Amounts represent hypothetical gains that could be achieved for the
    respective options if exercised at the end of the option term. These gains
    are based on assumed rates of stock appreciation of 5% or 10% compounded
    annually from the date the respective options were granted to their
    expiration date and are not presented to forecast possible future
    appreciation, if any, in the price of the Common Stock. The potential
    realizable value of the foregoing options is calculated by assuming that the
    market price of the underlying security appreciates at the indicated rate
    for the entire term of the option and that the option is exercised at the
    repriced exercise price and sold on the last day of its term at the
    appreciated price.
 
                                       34
<PAGE>   18
 
   
                     FISCAL YEAR-END OPTION VALUE TABLE(1)
    
 
   
     The following table sets forth information with respect to the executive
officers named in the Summary Compensation Table concerning the number and value
of options outstanding at the end of the last fiscal year. There were no option
exercises during the last fiscal year.
    
 
<TABLE>
<CAPTION>
                                                               NUMBER OF
                                                              SECURITIES               VALUE OF
                                                              UNDERLYING              UNEXERCISED
                                                              UNEXERCISED            IN-THE-MONEY
                                                              OPTIONS AT              OPTIONS AT
                                                          FISCAL YEAR-END (#)     FISCAL YEAR-END ($)
                                                             EXERCISABLE/            EXERCISABLE/
NAME                                                         UNEXERCISABLE         UNEXERCISABLE(1)
--------------------------------------------------------  -------------------     -------------------
<S>                                                       <C>                     <C>
Jerry M. Walker.........................................     16,962/ 16,962          $69,968/$ 69,968
Phillip R. Rollins......................................     16,962/ 56,962           69,968/ 214,968
Craig R. Clark..........................................     16,962/116,962           69,968/ 462,468
Paul J. Contris.........................................      8,481/ 56,962           34,984/ 179,984
L. Robert Oberfield.....................................      2,474/ 13,711           10,205/  46,455
</TABLE>
 
---------------
   
(1) Value as of December 31, 1996, based upon closing bid price on that date of
    $13.125 as reported on the Nasdaq National Market, minus the exercise price
    after repricing, multiplied by the number of shares underlying the option.
    In connection with their resignations, Messrs. Walker, Contris and Clark
    relinquished their options.
    
 
COMPENSATION OF DIRECTORS
 
   
     The nonemployee directors of Unison receive an annual retainer of $10,000
plus $1,000 for each Board and Committee meeting attended and reimbursement of
expenses. In addition they are entitled to participate in the Option Plan.
Directors who are also executive officers of Unison receive no additional
compensation for serving on the Board of Directors. Mr. Kremser receives
compensation pursuant to a services agreement described elsewhere herein. As
compensation for services on the Executive Committee, Mr. Lynch will receive an
additional $15,000 per month.
    
 
THE 1995 STOCK OPTION PLAN
 
     Unison's 1995 Stock Option Plan (the "Option Plan") was adopted by the
Board of Directors effective July 10, 1995 and approved by the stockholders on
August 8, 1995. The Board of Directors approved on September 6, 1996, and
Unison's stockholders approved at the Unison Special Meeting on October 28,
1996, an amendment to the Option Plan (the "Option Plan Amendment") which
increased the number of shares of Unison Common Stock authorized for issuance
under the Option Plan from 511,046 to 800,000.
 
     The Option Plan is divided into two separate components: (i) a
Discretionary Option Grant Program under which eligible individuals may, at the
discretion of the Plan Administrator, be granted options to purchase shares of
Common Stock at an exercise price determined by the Plan Administrator and (ii)
the Automatic Option Grant Program under which option grants will automatically
be made at periodic intervals to eligible non-employee Board members to purchase
shares of Unison Common Stock at an exercise price equal to 100% of their fair
market value on the grant date.
 
     The Discretionary Option Grant Program is administered by the Compensation
Committee. The Compensation Committee as Plan Administrator has complete
discretion to determine which eligible individuals are to receive option grants,
the time or times when such option grants are to be made, the number of shares
subject to each such grant, the status of any granted option as either an
incentive stock option or a non-qualified stock option under the Federal tax
laws, the vesting schedule to be in effect for the option grant and the maximum
term for which any granted option is to remain outstanding.
 
     Upon an acquisition of Unison by merger, consolidation or reorganization,
each outstanding option may be substituted with shares of the acquiring company
or such option may be canceled in consideration for a cash payment to the
optionee of an amount per option share equal to the excess of the highest fair
market
 
                                       35
<PAGE>   19
 
value of Unison Common Stock during the 60-day period preceding the acquisition
over the option exercise price. A similar cash payment will be made to each
optionee upon the dissolution or liquidation of Unison.
 
     The Plan Administrator has the authority to effect the cancellation of
outstanding options under the Discretionary Option Grant Program in return for
the grant of new options for the same or different number of option shares with
an exercise price per share based upon the fair market value of Unison Common
Stock on the new grant date.
 
     Under the Automatic Option Grant Program, each individual serving as a
non-employee member of the Board of Directors of Unison on the date of adoption
of the Option Plan by the Board of Directors received an option grant on such
date for 9,246 shares of Unison Common Stock, except that the Chairman of the
Board of Directors received an option for 10,496 shares. The Option Plan
Amendment increased these amounts. Nonemployee Directors are now entitled to
receive annual option grants in respect of 15,000 shares (17,500 shares in the
case of the Chairman of the Board) for 1996 and at each subsequent annual
meeting of stockholders.
 
     Each automatic grant becomes exercisable 50% one year after the grant and
100% two years after the grant and has a term of 10 years, subject to earlier
termination following the optionee's removal from the Board of Directors for
cause.
 
     The Board of Directors may amend or modify the Option Plan at any time. The
Option Plan will terminate on July 9, 2005, unless sooner terminated by the
Board of Directors.
 
     Effective August 10, 1995, the Board of Directors granted options to
purchase 261,520 shares of Unison Common Stock in the aggregate under the 1995
Plan to certain employees of Unison, including each of the executive officers in
the following amounts: Jerry M. Walker, Philip R. Rollins, Craig R. Clark and
Paul J. Contris, 33,924 shares each, which vest over a two-year period from the
grant date; and to L. Robert Oberfield and Terry Troxell, 6,185 shares each,
which vest over a four-year period from the grant date. All of the options have
an exercise price (after repricing in January 1996) of $9.00 per share, the fair
market value of the Common Stock on the grant date, as determined by the Board
of Directors.
 
     In September 1996 the Compensation Committee of the Board of Directors
confirmed a special, one-time grant (originally promised in July 1996 subject to
Compensation Committee Approval) of options for 60,000 shares to Craig R. Clark
having an exercise price of $9.50 per share, in conjunction with his assumption
of additional responsibilities as Unison's Chief Accounting Officer. On the same
date, the Compensation Committee recommended, and the full Board approved, the
issuance of options for an additional 324,350 shares to Unison employees at an
exercise price of $13.75 per share (subsequently repriced at $9.50 per share),
including options for 40,000 shares each to Messrs. Rollins, Contris and Clark,
options for 10,000 shares to each of Mr. Oberfield and Mr. Henderson, options
for 6,500 shares to William Allen and options for 7,500 shares to Ms. Troxell.
Mr. Allen received an additional option grant in October 1996 for 10,000 shares
at an exercise price of $10.50 per share. The following table sets forth stock
options granted in 1996.
 
                               1996 OPTION GRANTS
                            UNISON STOCK OPTION PLAN
 
<TABLE>
<CAPTION>
                                                                                NUMBER OF
    NAME AND POSITION                                                         OPTION SHARES
    ----------------------------------------------------------------------    -------------
    <S>                                                                       <C>
    Jerry M. Walker, President, CEO.......................................              0
    Phillip R. Rollins, Executive Vice President..........................         40,000
    Craig R. Clark, Executive Vice President..............................        100,000
    Paul J. Contris, Executive Vice President.............................         40,000
    L. Robert Oberfield, President,
      Quest Pharmacies, Inc...............................................         10,000
    Executive Group (8 persons)...........................................        224,000
    Non-Executive Director Group..........................................         92,500
    Non-Executive Officer Employee Group..................................        188,412
</TABLE>
 
                                       36
<PAGE>   20
 
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, AND CHANGE-IN-CONTROL
ARRANGEMENTS
 
   
     In connection with their resignations, in each case effective April 25,
1997, Messrs. Walker, Clark and Contris have received or will receive severance
payments in the amounts of $67,373, $18,333 and $55,000, respectively, in full
satisfaction of the Company's monetary obligations to them under their (now
terminated) employment agreements.
    
 
   
     Prior to its IPO in 1995 Unison entered into an employment agreement with
Mr. Rollins. The employment agreement will expire in August 1998, subject to
automatic renewal for successive one-year periods unless either Unison or Mr.
Rollins gives notice of non-renewal 30 days prior to expiration. As of December
31, 1996, the employment agreement provides for an annual base salary of
$220,000 and the right to earn quarterly and annual incentive compensation
totalling at least 60% of base salary, based on Unison's attainment of its
quarterly and annual budget as reflected in its quarterly and annual filings
with the SEC. The employment agreement provides that in the event of termination
by Unison other than for cause, Unison will pay Mr. Rollins one year's base
salary or his base salary for the remaining term of the agreement, whichever is
longer, and Mr. Rollins' pro-rated performance bonus. If the employment
agreement is not renewed at the end of the initial or subsequent term, Mr.
Rollins will be entitled to receive one year's base salary plus his pro-rated
performance bonus. The employment agreement contains a one-year nonsolicitation
of employees and customers provision. The contract also permits termination upon
Unison's failure to meet certain financial covenants under pledge agreements
that secure Unison's obligations incurred in the BritWill Acquisition. See
"Compensation Committee Interlocks and Insider Participation in Compensation
Decisions." The contract also provides that Mr. Rollins could be terminated for
cause defined in part as a material neglect of duties. In the event of a for
cause termination, Mr. Rollins is entitled to the equivalent of one month's
salary.
    
 
     Unison entered into an employment agreement with Mr. Oberfield for a
one-year term beginning in May 1995, subject to automatic renewal for successive
one-year terms unless either Unison or Mr. Oberfield has given notice of
non-renewal 30 days prior to expiration. The employment agreement provides for
an initial annual base salary of $96,000. The annual base salary increased to
$136,800 as of January 1996 because Quest became profitable during 1995. Mr.
Oberfield is also entitled to participate in Unison's incentive compensation
program for key employees, up to a maximum award of 15% of his base salary. If
the employment agreement is not renewed by Unison other than for cause, Unison
must pay Mr. Oberfield one year's base salary and his pro-rated incentive
compensation. The employment agreement contains a one-year nonsolicitation of
employees and customers provision. During 1995, Mr. Oberfield was granted an
option to purchase 6,185 shares of Unison Common Stock under the Option Plan,
and in September 1996 he was granted an option to purchase an additional 10,000
shares at $13.75 per share which were subsequently repriced at $9.50 per share.
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
 
   
     Prior to August 1995, decisions concerning compensation of executive
officers were made by an Executive Committee of the Board of Directors, then
consisting of Messrs. Walker, Rollins and Contris. In August 1995, the Board of
Directors created a Compensation Committee consisting of Messrs. Garth, White
and Casey. See Item 10, "Directors and Executive Officers of the Registrant."
    
 
     At the time that Unison acquired BritWill in August 1995, Mr. Garth was
outside counsel, a former director and a shareholder of BritWill, and Mr. White
was a director and shareholder of BritWill. Mr. Garth and Mr. White have (or
had) direct or indirect material interests in the following recent or
anticipated transactions with BritWill or Unison.
 
   
     - As former shareholders of BritWill, Mr. Garth and Mr. White have
       participated and will participate pro rata in all acquisition payments
       made and acquisition obligations incurred by Unison in connection with
       the BritWill Acquisition (the "BritWill Acquisition Obligations"). The
       BritWill Acquisition Obligations are secured by stock pledge agreements
       from Messrs. Walker, Rollins, Clark and Contris. The BritWill Acquisition
       Obligations paid through December 31, 1996 include $5.6 million of
       principal, $853,000 of interest, $2.3 million of payment on monthly
       contingent obligations and 561,815 shares of Unison Common Stock
       delivered to the former BritWill shareholders. The proceeds from the sale
       of the Senior Notes were used (in part) to prepay in January 1997 the
       remaining $8.0 million
    
 
                                       37
<PAGE>   21
 
   
       outstanding under the Subordinated Note and $1.75 million of contingent
       payment obligations, after which the remaining BritWill Acquisition
       Obligations are solely Additional Payment Obligations totaling
       approximately $9.8 million ($14.1 million including an interest
       component), primarily due on the earlier of Unison's next public or
       private sale of debt or equity securities exceeding $10 million or August
       9, 2000.
    
 
   
     - Mr. Garth had a $400,000 interest in a $2.5 million promissory note
       payable by BritWill and bearing interest at the rate of 12% per annum
       (the "Participation Note"). The Participation Note was refinanced by
       BritWill when it was acquired by Unison, and the $3.4 million refinancing
       note (the "Renewal Note") was repaid from the proceeds of Unison's IPO in
       1995.
    
 
     - Mr. Garth's company, Cheyenne Capital, received consulting fees of
       $24,000 per year from Unison through December 31, 1996, when the
       consulting agreement was terminated.
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
   
     The following table sets forth information regarding the beneficial
ownership of Unison Common Stock at March 31, 1997 with respect to (i) each
person known to Unison to own beneficially more than five percent of the
outstanding shares of Unison Common Stock, (ii) each director of Unison, (iii)
each of the executive officers listed in the Summary Compensation Table set
forth herein and (iv) all directors and executive officers of Unison as a group.
    
 
   
<TABLE>
<CAPTION>
                                                                         SHARES BENEFICIALLY
                                                                              OWNED(1)
                                                                     ---------------------------
IDENTITY OF STOCKHOLDER OR GROUP                                      NUMBER             PERCENT
-------------------------------------------------------------------  ---------           -------
<S>                                                                  <C>                 <C>
David A. Kremser(2)................................................  1,540,431            23.80%
Bruce H. Whitehead(3)..............................................    463,337             7.21
U.S. Bancorp(4)
  111 SW Fifth Avenue
  Portland, Oregon 97204...........................................    369,100             5.75
Jerry M. Walker(5).................................................    329,336             5.11
Phillip R. Rollins(6)..............................................    327,136             5.08
Paul J. Contris(7).................................................    201,775             3.14
John T. Lynch, Jr.(8)..............................................    202,208             3.12
Craig R. Clark(9)..................................................     54,984                *
Mark W. White(10)..................................................      7,665                *
Tyrrell L. Garth(11)...............................................      4,623                *
John T. Casey(12)..................................................      6,623                *
L. Robert Oberfield(13)............................................      3,724                *
All executive officers and directors as a group (14 persons)(13)...  3,220,737            48.71
</TABLE>
    
 
---------------
  *  Less than one percent
 
   
 (1) Beneficial ownership is determined in accordance with the rules of the
     Commission and generally includes voting or investment power with respect
     to securities. In accordance with Commission rules, shares which may be
     acquired upon exercise of stock options which are currently exercisable or
     which become exercisable within 60 days of the date of the table are deemed
     beneficially owned by the optionee. Except as indicated by footnote, and
     subject to community property laws where applicable, the persons or
     entities named in the table above have sole voting and investment power
     with respect to all shares of Common Stock shown as beneficially owned by
     them. Except as otherwise indicated, the mailing address of each person
     known to the Company to be the owner of more than five percent of its
     Common Stock is in care of the Company.
    
 
   
 (2) Includes 1,490,431 shares of Unison Common Stock issued to Mr. Kremser in
     the Signature Acquisition, including additional shares issued to him as
     part of the Equity Adjustment Amount, and 50,000 shares issuable pursuant
     to vested options. Excludes 15,000 shares issuable upon exercise of options
     which will vest in December 1997 and thereafter.
    
 
                                       38
<PAGE>   22
 
 (3) Includes 458,089 shares of Unison Common Stock issued to Whitehead Family
     Investments, Ltd. ("WFI") upon conversion of the Convertible Debenture
     issued to the former shareholders of BritWill as partial payment of the
     purchase price for the BritWill Acquisition. Mr. Whitehead has sole voting
     and investment power with respect to the shares held by WFI. Does not
     include 22,748 shares of Unison Common Stock issuable upon exercise of
     outstanding options which will vest in August 1997 and thereafter. Includes
     5,248 shares of Unison Common Stock issuable upon exercise of immediately
     exercisable options.
 
   
 (4) In a report on Schedule 13G filed in February 1997, U.S. Bancorp stated
     that holdings as of December 31, 1996 included 367,000 shares as to which
     U.S. Bancorp has sole voting power, no shares for which voting power is
     shared, 198,800 shares as to which U.S. Bancorp has sole dispositive power
     and 11,700 shares as to which U.S. Bancorp has shared dispositive power.
    
 
   
 (5) Currently 265,518 of these shares are pledged to secure payment of the
     deferred purchase price for the BritWill Acquisition. Includes 16,962
     shares of Unison Common Stock issuable upon exercise of immediately
     exercisable options.
    
 
   
 (6) Currently 132,759 of these shares are pledged to secure payment of the
     deferred purchase price for the BritWill Acquisition. Does not include
     56,962 shares of Unison Common Stock issuable upon exercise of options
     which will vest in August 1997 and thereafter. Includes 16,962 shares of
     Unison Common Stock issuable upon exercise of immediately exercisable
     options.
    
 
   
 (7) Currently 86,294 of these shares are pledged to secure payment of the
     deferred purchase price for the BritWill Acquisition. Includes 8,481 shares
     of Unison Common Stock issuable upon exercise of immediately exercisable
     options.
    
 
   
 (8) Includes 10,140 shares of Unison Common Stock as to which he currently
     shares investment power with Bruce H. Whitehead. Excludes 19,623 shares of
     Unison Common Stock issuable upon exercise of options which will vest in
     August 1997 and thereafter. Includes 4,623 shares of Unison Common Stock
     issuable upon exercise of immediately exercisable options.
    
 
   
 (9) Includes 38,022 shares of Unison Common Stock as to which Mr. Clark
     currently shares investment power with Bruce H. Whitehead, which shares are
     pledged to secure payment of the deferred purchase price for the BritWill
     Acquisition. Includes 16,962 shares of Unison Common Stock issuable upon
     exercise of immediately exercisable options.
    
 
   
(10) Includes 3,042 shares of Common Stock as to which he currently shares
     investment power with Bruce H. Whitehead. Does not include 19,623 shares of
     Common Stock issuable upon exercise of options which will vest in August
     1997 and thereafter. Includes 4,623 shares of Unison Common Stock issuable
     upon exercise of immediately exercisable options.
    
 
   
(11) Does not include 19,623 shares of Unison Common Stock issuable upon
     exercise of options which will vest in August 1997 and thereafter. Includes
     4,623 shares of Unison Common Stock issuable upon exercise of immediately
     exercisable options.
    
 
   
(12) Includes 4,623 shares of Unison Common Stock issuable upon the exercise of
     immediately exercisable options, but does not include another 19,623 shares
     issuable upon exercise of options that will vest in August 1997 and
     thereafter.
    
 
   
(13) Does not include 13,711 shares of Unison Common Stock issuable upon
     exercise of options which will vest over a period beginning in August 1997.
     Includes 2,474 shares of Unison Common Stock issuable upon exercise of
     immediately exercisable options.
    
 
   
(14) Includes a total of 190,529 shares of Unison Common Stock issuable upon
     exercise of immediately exercisable options (including those described in
     the preceding footnotes) and the shares owned by Messrs. Walker, Contris
     and Clark notwithstanding they are no longer serving as executive officers.
    
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
     When Unison acquired BritWill in August 1995, Mr. Whitehead indirectly
owned approximately 81.5% of BritWill's outstanding stock and served as its
Chairman and as a director. As a result of this interest in the
 
                                       39
<PAGE>   23
 
BritWill Acquisition Obligations, Mr. Whitehead currently is beneficially
Unison's second largest shareholder and one of its largest creditors. Mr. Clark
was a BritWill shareholder and served as BritWill's Executive Vice President and
Chief Financial Officer at the time Unison acquired BritWill. Messrs. Garth,
Lynch and White were also BritWill shareholders and directors. For information
concerning recent and anticipated transactions with BritWill or Unison in which
Messrs. Garth or White had or have a material direct or indirect interest, see
Item 11, "Executive Compensation -- Compensation Committee Interlocks and
Insider Participation in Compensation Decisions." Messrs. Clark, Lynch and
Whitehead also have pro rata interests in the BritWill Acquisition Obligations
described therein.
 
     Mr. Whitehead has (or had) a direct or indirect material interest in the
following additional recent or anticipated transactions with BritWill or Unison.
 
     - Prior to Unison's acquisition of BritWill, Mr. Whitehead sold certain
       healthcare facilities or related interests to BritWill and acquired
       certain other direct and indirect financial interests and obligations
       related to BritWill's healthcare facilities, some of which have continued
       thereafter. Through BritWill Texas, Mr. Whitehead is the indirect owner
       and lessor of six of the long-term healthcare facilities that Unison
       leases in Texas (including three of the Disposition Facilities that were
       subleased to an unrelated party effective March 1, 1997) with 767
       licensed beds and an annual base rental of $1.1 million, which is
       approximately the amount of the annual payment obligations on the related
       $10.2 million acquisition mortgage loan secured by those facilities from
       Omega, an unrelated party, plus payments due on certain seller
       subordinated notes incurred when BritWill Texas acquired the facilities.
       The parties are currently in the process of restructuring the ownership
       structure for three of the six facilities to eliminate BritWill Texas
       from the chain of title. The parties anticipate that BritWill Texas will
       convey fee title to the three facilities to Omega and that Omega will
       then lease the facilities to BritWill Investments - II, Inc., a
       subsidiary of Unison, on substantially the same economic terms that
       existed under the BritWill Texas mortgage. Mr. Whitehead, who had
       guaranteed the BritWill Texas loan, will remain liable under his guaranty
       for all obligations owing under the new lease. Mr. Whitehead is also the
       guarantor of BritWill's (now Unison's) obligations under the leases of
       all fourteen other healthcare facilities that are leased from Omega.
 
     - Mr. Whitehead directly or indirectly owned all of the interests in the
       Participation Note and the Renewal Note (as described in Item 11 above)
       that were not owned by Mr. Garth.
 
     - From time to time both before and after Unison's acquisition of BritWill,
       Mr. Whitehead has made loans and other financial accommodations to
       BritWill (now Unison). In addition to the Renewal Note and a portion of
       the BritWill Acquisition Obligations, $750,000 of loans from Mr.
       Whitehead or his affiliates was repaid from the proceeds of the IPO. A
       Unison subsidiary is obligated to repay to an affiliate of Mr. Whitehead
       five unsecured promissory notes in the amounts at December 31, 1996 of
       $1.2 million, $392,000, $319,000, $194,000, and $401,000 with interest at
       rates currently ranging from 9.0% to 10.75% per annum and with scheduled
       maturities in November 2001 and October 2004. Aggregate monthly payments
       on these five notes total approximately $39,000. In addition,
       approximately $1.1 million of the proceeds from a $7.5 million short-term
       borrowing agreement (the "Bank Financing") was used to repay a loan from
       Mr. Whitehead that bore interest at the rate of 12% per annum. The Bank
       Financing was repaid from the proceeds of the sale of the Senior Notes.
 
     - On April 21, 1997, the Company obtained a $2,950,000 loan for general
       working capital purposes from Elk Meadows Investments, L.L.C. and
       BritWill Investments Company, Ltd., as joint lenders. Elk Meadows
       Investments, L.L.C. is controlled by David Kremser and BritWill
       Investments Company, Ltd. is controlled by Bruce Whitehead. The loan
       matures on the earlier of August 1, 1997, or 30 days after written demand
       from the lenders, subject to earlier maturity in the event of
       acceleration upon a default. Interest accrues on the loan at the Prime
       Rate plus 2%, subject to an increase in the rate upon a default. Interim
       payments on the loan are not required prior to maturity. The Company paid
       a loan fee of $29,500 at the closing, and also agreed to pay all of the
       lenders' out of pocket fees and costs, including attorneys fees and
       costs, in an amount not yet determined or demanded by the lenders.
       Repayment of the loan is secured by (i) a pledge from the Company of
       approximately $5 million of
 
                                       40
<PAGE>   24
 
       accounts receivable generated by certain of the Company's affiliates and
       assigned to the Company, and (ii) a pledge from the Company of its stock
       in those affiliates of the Company that either assigned their accounts
       receivable to the Company so they could be pledged by the Company as
       security for the subject loan or control the entities that assigned such
       accounts receivable. The collateral securing the loan also secures
       repayment of other obligations owing from the Company and its affiliates
       to Messrs. Whitehead and Kremser, and to individuals and entities related
       to them.
 
   
     In addition to his interests as a former director and shareholder of
BritWill, Mr. Lynch is a General Partner of Trouver. Trouver (a) earned
financial advisory fees of $675,000 in connection with Unison's acquisition of
BritWill, (b) assisted Unison in securing lease or management agreements in
respect of four long-term care facilities for which it is entitled to receive
fees of up to approximately $400,000 over the next seven years based on Unison's
management fees or earnings from those facilities over that period, and
(c)earned financial advisory fees of approximately $84,000 from Unison in
connection with the Ampro Acquisition.
    
 
   
     The Company has entered into a services agreement with Mr. Kremser
commencing March 31, 1997. As compensation for his services to the Company in
all capacities, Mr. Kremser is entitled to cash compensation of $7,500 per week
plus expenses as well as options for 50,000 shares of Unison common stock at an
exercise price of $2.875 per share, fully vested. Mr. Kremser and the Company
are also parties to an indemnification agreement and a tolling agreement in
respect of claims he may have against the Company. The Company has also entered
into an agreement with Woodhill Capital Corporation, an entity of which Mr.
Lynch is president and sole shareholder, providing for the services of Mr. Lynch
as a consultant beginning March 1, 1997. Under the terms of the agreement,
Woodhill is entitled to receive $15,000 per month plus expenses and Mr. Lynch is
granted options to purchase 50,000 shares of Unison Stock at $3.125 per share,
fully vested. The agreement is terminable by either party with two weeks'
notice.
    
 
     Mr. Oberfield, one of Unison's executive officers, serves as the president
and is the minority shareholder of its Quest subsidiary. He receives
compensation based in part upon the earnings of the subsidiary, and Unison is
required to repurchase his stock in the subsidiary at a formula price under
certain circumstances.
 
     Effective February 1, 1996, Unison purchased 90% of the outstanding common
stock of Sunbelt from Mr. Henderson and Paige Plash. In consideration for the
stock of Sunbelt, Unison paid $800,000 in cash, issued term notes for $1.0
million in the aggregate (the "Notes") and issued subordinated convertible
debentures totaling $1.8 million in the aggregate (the "Debentures").
Approximately 56.2% of the purchase price was payable to Mr. Henderson. Interest
on the Notes and Debentures was 10.0% payable quarterly. The Notes and
Debentures were converted in January 1997 into 105,196 shares of Unison Common
Stock with the aggregate balance of $2.0 million paid in cash. In November 1996,
Unison purchased the remaining 10% of Sunbelt stock effective as of February 1,
1996. The aggregate purchase price, payable 50% to each of Mr. Henderson and Mr.
Plash, amounted to $1.4 million plus a guaranteed payment of $709,000.
Additional contingent payments of up to $1.4 million will be due if specified
income targets are achieved. Consideration for the purchase (excluding the
guaranteed payments) was comprised of promissory notes in the aggregate amount
of $1.2 million and 27,942 shares of Unison Common Stock.
 
                                       41
<PAGE>   25
 
                                    PART IV
 
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
 
(a) Documents filed as part of this report:
 
     1. FINANCIAL STATEMENTS.
 
<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                        ----
<S>                                                                                     <C>
UNISON HEALTHCARE CORPORATION
Report of Independent Auditors........................................................   F-1
Consolidated Balance Sheets as of December 31, 1996 and 1995..........................   F-2
Consolidated Statements of Operations for the years ended December 31, 1996, 1995, and
  1994................................................................................   F-3
Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December
  31, 1996, 1995, and 1994............................................................   F-4
Consolidated Statements of Cash Flows for the years ended December 31, 1996, 1995 and
  1994................................................................................   F-5
Notes to Consolidated Financial Statements............................................   F-6
 
BRITWILL HEALTHCARE COMPANY
Report of Independent Auditors........................................................  F-18
Report of Independent Accountants.....................................................  F-19
Consolidated Balance Sheet as of June 30, 1995........................................  F-20
Consolidated Statements of Operations for the year ended December 31, 1994, six months
  ended June 30, 1995 and one month ended July 31, 1995...............................  F-21
Consolidated Statements of Shareholders' Equity for the year ended December 31, 1994
  and six months ended June 30, 1995..................................................  F-22
Consolidated Statements of Cash Flows for the year ended December 31, 1994, six months
  ended June 30, 1995 and one month ended July 31, 1995...............................  F-23
Notes to Consolidated Financial Statements............................................  F-24
</TABLE>
 
     2. FINANCIAL STATEMENT SCHEDULES.
 
<TABLE>
<S>                                                                                     <C>
UNISON HEALTHCARE CORPORATION
Schedule II Valuation and Qualifying Accounts.........................................   S-1
 
BRITWILL HEALTH CARE COMPANY
Schedule II Valuation and Qualifying Accounts.........................................   S-2
</TABLE>
 
     All other schedules are omitted because they are not applicable or not
required.
 
     3. EXHIBITS
 
<TABLE>
<C>         <S>
   2        Second Amended and Restated Purchase and Sale Agreement among Unison HealthCare
            Corporation and Whitehead Family Investments, Ltd., as amended (incorporated by
            reference to Exhibit 2 to Amendment No. 1 to the Registration Statement on Form
            S-1 filed on November 16, 1995, File No. 33-97662)
   2.1      Modification Agreement dated April 15, 1996 among Unison HealthCare Corporation,
            BritWill HealthCare Company and Bruce H. Whitehead (incorporated by reference to
            Exhibit 2.1 to the Company's Annual Report on Form 10-K for the year ended
            December 31, 1995)
   2.1.1    Modification Agreement dated August 28, 1996 among Unison HealthCare Corporation,
            BritWill HealthCare Company and Bruce H. Whitehead (incorporated by reference to
            Exhibit 2.1.1 to the Registration Statement on Form S-4 filed on September 18,
            1996, File No. 333-12263)
</TABLE>
 
                                       42
<PAGE>   26
 
<TABLE>
<C>         <S>
   2.2      Purchase and Sale Agreement effective as of February 1, 1996 by and among Unison
            HealthCare Corporation, a Delaware corporation, Sunbelt Therapy Management
            Services, Inc., an Arizona corporation, Paul G. Henderson and Paige B. Plash
            (incorporated by reference to Exhibit 2.1 to the Form 8-K filed on April 12, 1996)
   2.2.1    Agreement for Purchase of Shares as of November 24, 1996, among Unison Health Care
            Corporation, Paul G. Henderson and Paige B. Plash*
   2.3      Agreement and Plan of Merger among Unison HealthCare Corporation, Signature Health
            Care Corporation, David A. Kremser and John D. Filkoski (incorporated by reference
            to Exhibit 2.3 to the Company's Quarterly Report on Form 10-Q for the period ended
            June 30, 1996)
   2.3.1    Amendment to Agreement and Plan of Merger among Union HealthCare Corporation,
            Signature Health Care Corporation, David A. Kremser and John D. Filkoski*
   2.4      Agreement and Plan of Merger among Unison HealthCare Corporation, Arkansas, Inc.,
            David A. Kremser and John D. Filkoski (incorporated by reference to Exhibit 2.4 to
            the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1996)
   2.5      Agreement and Plan of Merger among Unison HealthCare Corporation, Cornerstone
            Care, Inc., David A. Kremser and John D. Filkoski (incorporated by reference to
            Exhibit 2.5 to the Company's Quarterly Report on Form 10-Q for the period ended
            June 30, 1996)
   2.6      Agreement and Plan of Merger among Unison HealthCare Corporation, Douglas Manor,
            Inc., David A. Kremser and John D. Filkoski (incorporated by reference to Exhibit
            2.6 to the Company's Quarterly Report on Form 10-Q for the period ended June 30,
            1996)
   2.7      Agreement and Plan of Merger among Unison HealthCare Corporation, Safford Care,
            Inc., David A. Kremser and John D. Filkoski (incorporated by reference to Exhibit
            2.7 to the Company's Quarterly Report on Form 10-Q for the period ended June 30,
            1996)
   2.7.1    Amendment to Agreements and Plans of Merger among Unison HealthCare Corporation,
            Arkansas, Inc., Cornerstone Care, Inc., Douglas Manor, Inc., Safford Care, Inc.,
            David A. Kremser and John D. Filkoski*
   2.8      Agreement and Plan of Merger among Unison HealthCare Corporation, a Delaware
            corporation, Labco Acquisition Co., a Delaware corporation, and American
            Professional Holding, Inc., a Utah corporation (incorporated by reference to the
            Company's Current Report on Form 8-K dated July 31, 1996)
   2.8.1    First Amendment to Agreement and Plan of Merger among Unison HealthCare
            Corporation, a Delaware corporation, Labco Acquisition Co., a Delaware
            corporation, and American Professional Holding, Inc., a Utah corporation
            (incorporated by reference to Exhibit 2.8.1 to Amendment No. 1 to the Registration
            Statement on Form S-4 filed on October 11, 1996, File No. 333-12263)
   2.9      Agreement and Plan of Merger among Unison HealthCare Corporation, a Delaware
            corporation, Memphis Acquisition Co., a Delaware corporation, and Memphis Clinical
            Laboratory, Inc., a Tennessee corporation (incorporated by reference to the
            Company's Current Report on Form 8-K dated July 31, 1996)
   2.10     Stock Purchase Agreement among Unison HealthCare Corporation, Linda Redwine, David
            A. Kremser and John D. Filkoski (incorporated by reference to the Company's
            Current Report on Form 8-K dated October 10, 1996)
   3.1      Restated Certificate of Incorporation of Unison HealthCare Corporation
            (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the Registration
            Statement on Form S-1 filed on November 16, 1995, File No. 33-97662)
   3.1.1    Amendment to Restated Certificate of Incorporation of Unison HealthCare
            Corporation*
   3.2      Articles of Incorporation of SunQuest SPC, Inc.*
   3.3      Certificate of Incorporation of BritWill HealthCare Company*
</TABLE>
 
                                       43
<PAGE>   27
 
<TABLE>
<C>         <S>
   3.4      Certificate of Incorporation of BritWill Investments-I, Inc.*
   3.5      Certificate of Incorporation of BritWill Investments-II, Inc.*
   3.6      Certificate of Incorporation of BritWill Funding Corporation*
   3.7      Articles of Incorporation of Emory Care Center, Inc.*
   3.8      Charter of Memphis Clinical Laboratory, Inc.*
   3.9      Articles of Incorporation of American Professional Holding, Inc.*
   3.10     Articles of Incorporation of Ampro Medical Services, Inc.*
   3.11     Articles of Incorporation of Gamma Laboratories, Inc.*
   3.12     Certificate of Incorporation of Signature Health Care Corporation*
   3.13     Articles of Incorporation of Brookshire House, Inc.*
   3.14     Articles of Incorporation of Christopher Nursing Center, Inc.*
   3.15     Articles of Incorporation of Amberwood Court, Inc.*
   3.16     Articles of Incorporation of The Arbors Health Care Center, Inc.*
   3.17     Articles of Incorporation of Los Arcos, Inc.*
   3.18     Articles of Incorporation of Pueblo Norte, Inc.*
   3.19     Articles of Incorporation of Rio Verde Nursing Center, Inc.*
   3.20     Articles of Incorporation of Signature Management Group, Inc.*
   3.21     Articles of Incorporation of Cornerstone Care, Inc.*
   3.22     Articles of Incorporation of Arkansas, Inc.*
   3.23     Articles of Incorporation of Douglas Manor, Inc.*
   3.24     Articles of Incorporation of Safford Care, Inc.*
   3.25     Articles of Incorporation of RehabWest, Inc.*
   3.26     Articles of Incorporation of Quest Pharmacies, Inc., and related Shareholder
            Agreements*
   3.27     Articles of Incorporation of Sunbelt Therapy Management Services, Inc. (AL)*
   3.28     Articles of Incorporation of Decatur SportsFit & Wellness Center, Inc.*
   3.29     Articles of Incorporation of Therapy Health Systems, Inc.*
   3.30     Articles of Incorporation of Henderson & Associates Rehabilitation, Inc.*
   3.31     Articles of Incorporation of Sunbelt Therapy Management Services, Inc. (AZ)*
   3.32     Articles of Incorporation of Cedar Care, Inc.*
   3.33     Articles of Incorporation of Sherwood Healthcare Corporation*
   3.34     Partnership Agreement of BritWill Indiana Partnership*
   3.35     Bylaws of Unison HealthCare Corporation (incorporated by reference to Exhibit 3.2
            to the Registration Statement on Form S-1 filed on October 2, 1995, File No.
            33-97662)
   3.36     Bylaws of Henderson & Associates Rehabilitation, Inc.*
   3.37     Form of Bylaws of SunQuest SPC, Inc., The Arbors Health Care Center, Inc. and
            Sunbelt Therapy Management Services, Inc. (AZ)*
   3.38     Form of Bylaws of Brookshire House, Inc., Christopher Nursing Center, Inc.,
            Amberwood Court, Inc., Los Arcos, Inc., Pueblo Norte, Inc., Rio Verde Nursing
            Center, Inc., Signature Management Group, Inc., Cornerstone Care, Inc., Arkansas,
            Inc., Douglas Manor, Inc., Safford Care, Inc. and RehabWest, Inc.*
   3.39     Form of Bylaws of BritWill HealthCare Company, BritWill Investments-I, Inc.,
            BritWill Investments-II, Inc., BritWill Funding Corporation and Signature Health
            Care Corporation*
   3.40     Bylaws of Therapy Health Systems, Inc.*
</TABLE>
 
                                       44
<PAGE>   28
 
<TABLE>
<C>         <S>
   3.41     Bylaws of Gamma Laboratories, Inc.*
   3.42     Bylaws of Memphis Clinical Laboratory, Inc.*
   3.43     Bylaws of Emory Care Center, Inc.*
   3.44     Bylaws of Ampro Medical Services, Inc.*
   3.45     Bylaws of American Professional Holding, Inc.*
   3.46     Form of Bylaws of Cedar Care, Inc. and Sherwood Healthcare Corporation**
   4.1      Specimen 12 1/4% Senior Note due 2006*
   4.2      Securities Purchase Agreement dated as of October 28, 1996 between Unison
            HealthCare Corporation and the Initial Purchasers*
   4.3      Indenture dated as of October 31, 1996 among Unison HealthCare Corporation, the
            Guarantors and First Bank National Association, as Trustee*
   4.3.1    Supplement No. 1 dated as of February 1, 1997 to Indenture dated as of October 28,
            1996*
   4.4      Senior Note Registration Rights Agreement dated as of October 31, 1996 among
            Unison HealthCare Corporation, the Guarantors and the Initial Purchasers*
   9        Voting Agreement among the Company and Messrs. Walker, Rollins, Contris, Lynch,
            Boystak and King (incorporated by reference to Exhibit 9 to the Registration
            Statement on Form S-1 filed on October 2, 1995, File No. 33-97662)
  10.1      Promissory Note of Unison HealthCare Corporation to the Agent for the Former
            BritWill Shareholders in the amount of $1,000,000 dated May 6, 1996 (incorporated
            by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q filed
            on May 15, 1996, File No. 0-27374)
  10.1.1    Second Amended and Restated Subordinated Promissory Note of the Company to the
            former shareholders of BritWill (incorporated by reference to Exhibit 10.1.1 to
            the Company's Annual Report on Form 10-K for the year ended December 31, 1995)
  10.1.2    Contingent Payment Agreement dated April 15, 1996 among Unison HealthCare
            Corporation, BritWill HealthCare Company and Bruce H. Whitehead (incorporated by
            reference to Exhibit 10.1.2 to the Company's Annual Report on Form 10-K for the
            year ended December 31, 1995)
  10.2      Term Note of the Company to the former shareholders of BritWill (incorporated by
            reference to Exhibit 10.2 to the Registration Statement on Form S-1 filed on
            October 2, 1995, File No. 33-97662)
  10.3      Convertible Debenture of the Company issued to the former shareholders of BritWill
            (incorporated by reference to Exhibit 10.3 to Amendment No. 1 to the Registration
            Statement on Form S-1 filed on November 16, 1995, File No. 33-97662)
  10.4      Renewal Note of BritWill to the former shareholders of BritWill (incorporated by
            reference to Exhibit 10.4 to the Registration Statement on Form S-1 filed on
            December 4, 1995, File No. 33-97662)
  10.4.1    Letter agreement modifying the Term Note and the Renewal Note (incorporated by
            reference to Exhibit 10.4.1 to Amendment No. 2 to the Registration Statement on
            Form S-1 filed on December 4, 1995, File No. 33-97662)
  10.5      $500,000 Supplemental Note of the Company to the former shareholders of BritWill
            (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form
            S-1 filed on October 2, 1995, File No. 33-97662)
  10.5.1    Letter agreement regarding the $500,000 Supplemental Note (incorporated by
            reference to Exhibit 10.5.1 to Amendment No. 1 to the Registration Statement on
            Form S-1 filed on November 16, 1995, File No. 33-97662)
</TABLE>
 
                                       45
<PAGE>   29
 
<TABLE>
<C>         <S>
  10.6      $250,000 Supplemental Note of the Company to WFI (incorporated by reference to
            Exhibit 10.6 to Amendment No. 1 to the Registration Statement on Form S-1 filed on
            November 16, 1995, File No. 33-97662)
  10.7      Example of Stock Pledge Agreement of certain officers and the Former Shareholders
            of BritWill (incorporated by reference to Exhibit 10.7 to the Registration
            Statement on Form S-1 filed on October 2, 1995, File No. 33-97662)
  10.8      Registration Rights Agreement between the Company and WFI (incorporated by
            reference to Exhibit 10.8 to the Registration Statement on Form S-1 filed on
            October 2, 1995, File No. 33-97662)
  10.9      Employment Agreement of Jerry M. Walker (incorporated by reference to Exhibit 10.9
            to Amendment No. 1 to the Registration Statement on Form S-1 filed on November 16,
            1995, File No. 33-97662)
  10.10     Employment Agreement of Phillip R. Rollins, Sr. (incorporated by reference to
            Exhibit 10.10 to Amendment No. 1 to the Registration Statement on Form S-1 filed
            on November 16, 1995, File No. 33-97662)
  10.11     Employment Agreement of Craig R. Clark (incorporated by reference to Exhibit 10.11
            to Amendment No. 1 to the Registration Statement on Form S-1 filed on November 16,
            1995, File No. 33-97662)
  10.12     Employment Agreement of Paul J. Contris (incorporated by reference to Exhibit
            10.12 to Amendment No. 1 to the Registration Statement on Form S-1 filed on
            November 16, 1995, File No. 33-97662)
  10.13     Employment and Non-Competition Agreement of L. Robert Oberfield (incorporated by
            reference to Exhibit 10.13 to Amendment No. 1 to the Registration Statement on
            Form S-1 filed on November 16, 1995, File No. 33-97662)
  10.14     Shareholders Agreement dated May 15, 1995, among Quest Pharmacies, Inc., the
            Company and L. Robert Oberfield (incorporated by reference to Exhibit 10.14 to the
            Registration Statement on Form S-1 filed on October 2, 1995, File No. 33-97662)
  10.15     Unison HealthCare Corporation 1995 Stock Option Plan, as amended*
  10.16     [Intentionally Omitted]
  10.17     Receivables Acquisition Agreement, dated November 14, 1994, as amended, with
            HealthPartners Funding, L.P. (incorporated by reference to Exhibit 10.17 to the
            Registration Statement on Form S-1 filed on October 2, 1995, File No. 33-97662)
  10.18     Agreements between the Company and Trouver Capital Partners, L.P. dated March 16,
            1992 and July 10, 1995 (incorporated by reference to Exhibit 10.18 to the
            Registration Statement on Form S-1 filed on October 2, 1995, File No. 33-97662)
  10.19     Agreement between BritWill and Trouver Capital Partners, L.P. dated September 15,
            1992, as amended (incorporated by reference to Exhibit 10.19 to the Registration
            Statement on Form S-1 filed on October 2, 1995, File No. 33-97662)
  10.20     Master Lease between BritWill -- I and Omega, dated as of November 1, 1992, for
            Capital Care HealthCare Center, Cedar Crest HealthCare Center (Wellington Manor),
            English Estates (Kingsbury Rehabilitation and HealthCare Center), Lockerbie
            HealthCare Center, Parkview Manor and Sunset Manor (incorporated by reference to
            Exhibit 10.20 to the Registration Statement on Form S-1 filed on October 2, 1995,
            File No. 33-97662)
  10.21     Agreement of Acquisition and Lease between BritWill and Omega, dated as of
            November 1, 1992 (incorporated by reference to Exhibit 10.21 to the Registration
            Statement on Form S-1 filed on October 2, 1995, File No. 33-97662)
  10.22     Leasehold Mortgage between BritWill -- I and Omega, dated November 1, 1992
            (incorporated by reference to Exhibit 10.22 to the Registration Statement on Form
            S-1 filed on October 2, 1995, File No. 33-97662)
</TABLE>
 
                                       46
<PAGE>   30
 
<TABLE>
<C>         <S>
  10.23     Loan Agreement (Texas Facilities) between BritWill Investments -- Texas and Omega,
            dated April 1, 1993 (incorporated by reference to Exhibit 10.23 to the
            Registration Statement on Form S-1 filed on October 2, 1995, File No. 33-97662)
  10.24     [Intentionally Omitted]
  10.25     Loan Agreement between BritWill Investments -- Texas and Omega, dated November 30,
            1993 (incorporated by reference to Exhibit 10.25 to the Registration Statement on
            Form S-1 filed on October 2, 1995, File No. 33-97662)
  10.26     BritWill Master Guaranty between BritWill and Omega, dated November 30, 1993
            (incorporated by reference to Exhibit 10.26 to the Registration Statement on Form
            S-1 filed on October 2, 1995, File No. 33-97662)
  10.27     Letter of Credit Agreement between BritWill Investments -- II and Omega, dated
            November 30, 1993 (incorporated by reference to Exhibit 10.27 to the Registration
            Statement on Form S-1 filed on October 2, 1995, File No. 33-97662)
  10.28     Master Lease between BritWill -- II and Omega, dated as of November 30, 1993
            (incorporated by reference to Exhibit 10.28 to the Registration Statement on Form
            S-1 filed on October 2, 1995, File No. 33-97662)
  10.29     Agreement Regarding Financial Covenants Compliance and Amendment Agreement among
            BritWill and Omega, dated December 13, 1994 (incorporated by reference to Exhibit
            10.29 to the Registration Statement on Form S-1 filed on October 2, 1995, File No.
            33-97662)
  10.30     Master Lease between BritWill -- II and Omega, dated December 12, 1994
            (incorporated by reference to Exhibit 10.30 to the Registration Statement on Form
            S-1 filed on October 2, 1995, File No. 33-97662)
  10.31     Amendment Agreement between the Company and Omega, dated August 10, 1995
            (incorporated by reference to Exhibit 10.31 to the Registration Statement on Form
            S-1 filed on October 2, 1995, File No. 33-97662)
  10.32     Unison Master Guaranty to Omega, dated August 10, 1995 (incorporated by reference
            to Exhibit 10.32 to the Registration Statement on Form S-1 filed on October 2,
            1995, File No. 33-97662)
  10.32.1   Letter Agreement among Unison HealthCare Corporation, Bruce H. Whitehead and Omega
            dated October 31, 1996*
  10.33     Subordinated Promissory Note in the amount of $2,475,000 of BritWill to WFI, dated
            December 24, 1992 (incorporated by reference to Exhibit 10.33 to the Registration
            Statement on Form S-1 filed on October 2, 1995, File No. 33-97662)
  10.34     Participation Agreement among BritWill, WFI and Garth Financial Services, Inc.,
            dated December 24, 1992 (incorporated by reference to Exhibit 10.34 to the
            Registration Statement on Form S-1 filed on October 2, 1995, File No. 33-97662)
  10.35     Bonus Participation Agreement between BritWill and WFI, dated December 24, 1992
            (incorporated by reference to Exhibit 10.35 to the Registration Statement on Form
            S-1 filed on October 2, 1995, File No. 33-97662)
  10.36     Unsecured Promissory Note of BritWill -- II to BritWill Investments -- Texas in
            the amount of $1,081,548.39, dated November, 1993 (incorporated by reference to
            Exhibit 10.36 to the Registration Statement on Form S-1 filed on October 2, 1995,
            File No. 33-97662)
  10.37     Unsecured Promissory Note of BritWill -- II to BritWill Investments -- Texas in
            the amount of $500,000, dated November, 1993 (incorporated by reference to Exhibit
            10.37 to the Registration Statement on Form S-1 filed on October 2, 1995, File No.
            33-97662)
  10.38     Unsecured Promissory Note of BritWill -- II to BritWill Investments -- Texas in
            the amount of $660,000, dated November, 1993 (incorporated by reference to Exhibit
            10.38 to the Registration Statement on Form S-1 filed on October 2, 1995, File No.
            33-97662)
</TABLE>
 
                                       47
<PAGE>   31
 
   
<TABLE>
<C>         <S>
  10.39     [Intentionally Omitted]
  10.40     Management Services Agreement between Unison and Lake City Nursing Homes, Inc.,
            dated December 1, 1993 (incorporated by reference to Exhibit 10.40 to the
            Registration Statement on Form S-1 filed on October 2, 1995, File No. 33-97662)
  10.41     Lease Contract and Agreement between BritWill Investments -- Texas, as Lessor and
            BritWill -- II, as Lessee, dated December 1, 1993, for Four States Care Center,
            Heritage Plaza Nursing Center, Pine Haven Care Center, Reunion Plaza Senior Care
            and Retirement Center and Texarkana Nursing Center (incorporated by reference to
            Exhibit 10.41 to the Registration Statement on Form S-1 filed on October 2, 1995,
            File No. 33-97662)
  10.42     Management Agreement between Sherwood HealthCare Corp. and BritWill Investments --
            Indiana, dated November 1, 1991, as amended, for Capital Care, Parkview, Sunset
            Manor, Boonville, Holiday Manor, Kendallville Manor and Owensville (incorporated
            by reference to Exhibit 10.42 to the Registration Statement on Form S-1 filed on
            October 2, 1995, File No. 33-97662)
  10.43     Management Agreement between Cedar Care, Inc. and BritWill Investments -- Indiana,
            dated November 1, 1991, as amended, for Cedar Crest, Country Side, English, Harty,
            Lockerbie and Willow Manor (incorporated by reference to Exhibit 10.43 to the
            Registration Statement on Form S-1 filed on October 2, 1995, File No. 33-97662)
  10.44     [Intentionally Omitted]
  10.44.1   Lease for Oakwood Nursing Care Center*
  10.45     Lease for Elkhart Nursing Home (incorporated by reference to Exhibit 10.45 to the
            Registration Statement on Form S-1 filed on October 2, 1995, File No. 33-97662)
  10.46     Management Services Agreement between the Company and Marshall Manor (Michigan),
            dated September 15, 1992 (incorporated by reference to Exhibit 10.46 to the
            Registration Statement on Form S-1 filed on October 2, 1995, File No. 33-97662)
  10.47     Leases for Center (aka Pine Grove Care Center) and Waxahachie (aka Pleasant Manor
            Living Center) with BritWill Investments -- Texas (incorporated by reference to
            Exhibit 10.47 to the Registration Statement on Form S-1 filed on October 2, 1995,
            File No. 33-97662)
  10.48     Management Services Agreement between the Company and HP/HealthCare Acquirors,
            Inc. for Windsor Manor (incorporated by reference to Exhibit 10.48 to the
            Registration Statement on Form S-1 filed on October 2, 1995, File No. 33-97662)
  10.49     Management Services Agreement for Bayshore Convalescent Center (incorporated by
            reference to Exhibit 10.49 to the Registration Statement on Form S-1 filed on
            October 2, 1995, File No. 33-97662)
  10.50     Lease for Henry Clay Villa, dated July 1, 1995 (incorporated by reference to
            Exhibit 10.50 to the Registration Statement on Form S-1 filed on October 2, 1995,
            File No. 33-97662)
  10.51     Lease for Marshall Manor Nursing Home (Alabama) (incorporated by reference to
            Exhibit 10.51 to Amendment No. 1 to the Registration Statement on Form S-1 filed
            on November 16, 1995, File No. 33-97662)
  10.52     [Intentionally Omitted]
  10.53     [Intentionally Omitted]
  10.54     [Intentionally Omitted]
  10.55     Sublease for Ridgewood Health Care Center (incorporated by reference to Exhibit
            10.55 to Amendment No. 1 to the Registration Statement on Form S-1 filed on
            November 16, 1995, File No. 33-97662)
</TABLE>
    
 
                                       48
<PAGE>   32
 
<TABLE>
<C>         <S>
  10.56     Management Services Agreement for Peachtree Nursing Center (aka Smyrna Nursing
            Center) and Rehabilitation Facility, dated September 15, 1993 (incorporated by
            reference to Exhibit 10.56 to Amendment No. 1 to the Registration Statement on
            Form S-1 filed on November 16, 1995, File No. 33-97662)
  10.57     Management Services Agreement for St. Barnabas Nursing Home, and Retirement
            Apartments, dated January 12, 1995 (incorporated by reference to Exhibit 10.57 to
            Amendment No. 1 to the Registration Statement on Form S-1 filed on November 16,
            1995, File No. 33-97662)
  10.58     [Intentionally Omitted]
  10.59     Lease for Boonville Convalescent Center (incorporated by reference to Exhibit
            10.59 to Amendment No. 1 to the Registration Statement on Form S-1 filed on
            November 16, 1995, File No. 33-97662)
  10.60     [Intentionally Omitted]
  10.61     [Intentionally Omitted]
  10.62     [Intentionally Omitted]
  10.63     Sublease for Holiday Manor (incorporated by reference to Exhibit 10.63 to
            Amendment No. 1 to the Registration Statement on Form S-1 filed on November 16,
            1995, File No. 33-97662)
  10.64     [Intentionally Omitted]
  10.65     [Intentionally Omitted]
  10.66     Lease for Owensville Convalescent Center (incorporated by reference to Exhibit
            10.66 to Amendment No. 1 to the Registration Statement on Form S-1 filed on
            November 16, 1995, File No. 33-97662)
  10.67     [Intentionally Omitted]
  10.68     [Intentionally Omitted]
  10.69     [Intentionally Omitted]
  10.70     Lease for Willow Manor Convalescent Center (incorporated by reference to Exhibit
            10.70 to Amendment No. 1 to the Registration Statement on Form S-1 filed on
            November 16, 1995, File No. 33-97662)
  10.71     Lease for Bonner Health Center, dated February 1, 1995 (incorporated by reference
            to Exhibit 10.71 to Amendment No. 1 to the Registration Statement on Form S-1
            filed on November 16, 1995, File No. 33-97662)
  10.72     Lease for Hillside Care Center (aka Prairie Manor), dated February 1, 1995
            (incorporated by reference to Exhibit 10.72 to Amendment No. 1 to the Registration
            Statement on Form S-1 filed on November 16, 1995, File No. 33-97662)
  10.73     Lease for Oswego Manor, dated March 2, 1994 (incorporated by reference to Exhibit
            10.73 to Amendment No. 1 to the Registration Statement on Form S-1 filed on
            November 16, 1995, File No. 33-97662)
  10.74     [Intentionally Omitted]
  10.75     Lease for SunCrest HealthCare Center, dated September 14, 1994 (incorporated by
            reference to Exhibit 10.75 to Amendment No. 1 to the Registration Statement on
            Form S-1 filed on November 16, 1995, File No. 33-97662)
  10.76     Sublease for The Oaks of Boise (aka Franciscan Health Care Center of Boise)
            (incorporated by reference to Exhibit 10.76 to Amendment No. 1 to the Registration
            Statement on Form S-1 filed on November 16, 1995, File No. 33-97662)
  10.77     Lease for Mountainside Care Center (aka Sandpoint Manor) and St. Francis Preschool
            and Childcare Center (incorporated by reference to Exhibit 10.77 to Amendment No.
            1 to the Registration Statement on Form S-1 filed on November 16, 1995, File No.
            33-97662)
</TABLE>
 
                                       49
<PAGE>   33
 
<TABLE>
<C>         <S>
  10.77.1   Sublease for Mountainside Care Center (incorporated by reference to Exhibit
            10.77.1 to Amendment No. 1 to the Registration Statement on Form S-1 filed on
            November 16, 1995, File No. 33-97662)
  10.78     [Intentionally Omitted]
  10.79     Lease for White Pine Care Center, dated November 1, 1994 (incorporated by
            reference to Exhibit 10.79 to Amendment No. 1 to the Registration Statement on
            Form S-1 filed on November 16, 1995, File No. 33-97662)
  10.80     [Intentionally Omitted]
  10.81     [Intentionally Omitted]
  10.82     [Intentionally Omitted]
  10.83     Lease for Green Acres Nursing Home, dated August 30, 1995 (incorporated by
            reference to Exhibit 10.83 to Amendment No. 1 to the Registration Statement on
            Form S-1 filed on November 16, 1995, File No. 33-97662)
  10.84     Lease for Hemphill Care Center, dated September 1, 1994 (incorporated by reference
            to Exhibit 10.84 to Amendment No. 1 to the Registration Statement on Form S-1
            filed on November 16, 1995, File No. 33-97662)
  10.85     [Intentionally Omitted]
  10.86     [Intentionally Omitted]
  10.87     [Intentionally Omitted]
  10.88     [Intentionally Omitted]
  10.89     [Intentionally Omitted]
  10.90     Lease for Nightingale West Nursing Home, dated August 24, 1995 (incorporated by
            reference to Exhibit 10.90 to Amendment No. 1 to the Registration Statement on
            Form S-1 filed on November 16, 1995, File No. 33-97662)
  10.91     Sublease for Twin Pines of Lewisville, dated September 8, 1995 (incorporated by
            reference to Exhibit 10.91 to Amendment No. 1 to the Registration Statement on
            Form S-1 filed on November 16, 1995, File No. 33-97662)
  10.92     Lease for Homestead of McKinney dated as of July 1, 1996 between Westminister
            Healthcare, Inc. and BritWill Investments-II, Inc.*
  10.93     [Intentionally Omitted]
  10.94     Letter Agreement regarding licensing and operation of the Indiana facilities from
            Cedar Care and Sherwood to the Company, dated August 10, 1995 (incorporated by
            reference to Exhibit 10.94 to Amendment No. 2 to the Registration Statement on
            Form S-1 filed on December 4, 1995, File No. 33-97662)
  10.95     Agreement Regarding Conversion of the Convertible Debenture, dated December 1,
            1995 (incorporated by reference to Exhibit 10.95 to Amendment No. 2 to the
            Registration Statement on Form S-1 filed on December 4, 1995, File No. 33-97662)
  10.96     Letter Agreement Regarding Consulting Services (incorporated by reference to
            Exhibit 10.96 to Amendment No. 3 to the Registration Statement on Form S-1 filed
            on December 12, 1995, File No. 33-97662)
  10.97     Loan and Security Agreement dated February 16, 1996 by and between Unison
            HealthCare Corporation, SunQuest SPC, Inc., BritWill HealthCare Company, BritWill
            Investments-I, Inc., BritWill Funding Corporation, BritWill Investments-II, Inc.,
            Emory Care Center, Inc., Cedar Care, Inc., Sherwood Healthcare Corp. (collectively
            as borrowers) and HealthPartners Funding, L.P. (as lender) (incorporated by
            reference to Exhibit 10.97 to the Company's Annual Report on Form 10-K for the
            year ended December 31, 1995)
</TABLE>
 
                                       50
<PAGE>   34
 
<TABLE>
<C>         <S>
  10.97.1   Letter Agreement dated October 4, 1996 between HealthPartners Funding, L.P. and
            Unison HealthCare Corporation (incorporated by reference to Exhibit 10.97.1 to
            Amendment No. 1 to the Registration Statement on Form S-4 filed on October 11,
            1996, File No. 333-12263)
  10.98     Security Agreement effective as of February 1, 1996 by and among Unison HealthCare
            Corporation, a Delaware corporation, Sunbelt Therapy Management Services, Inc., an
            Arizona corporation, Paul G. Henderson and Paige B. Plash (incorporated by
            reference to Exhibit 10.1 to the Form 8-K filed on April 12, 1996)
  10.99     Promissory Note of Unison HealthCare Corporation to Omega Healthcare Investors,
            Inc. in the amount of $3,500,000, dated February 9, 1996 (incorporated by
            reference to Exhibit 10.99 to the Company's Annual Report on Form 10-K for the
            year ended December 31, 1995)
  10.100    Lease dated November 30, 1994 between Monica R. Salusky and SunQuest SPC, Inc.
            (commencement date: August 1, 1996) (incorporated by reference to the Company's
            Current Report on Form 8-K dated August 14, 1996)
  10.101    Modification of Lease dated as of July 31, 1996 between Monica R, Salusky,
            SunQuest SPC, Inc. and Unison HealthCare Corporation (incorporated by reference to
            the Company's Current Report on Form 8-K dated August 14, 1996)
  10.102    Lease dated June 19, 1996 between Walla Walla Partners, L.P. and SunQuest SPC,
            Inc. (commencement date: August 1, 1996) (incorporated by reference to the
            Company's Current Report on Form 8-K dated August 14, 1996)
  10.103    First Amendment to Lease dated July 26, 1996 between Walla Walla Partners, L.P.
            and SunQuest SPC, Inc. (incorporated by reference to the Company's Current Report
            on Form 8-K dated August 14, 1996)
  10.109    Promissory Note of Unison HealthCare Corporation to Red Line Healthcare
            Corporation in the amount of $771,004.60 dated August 30, 1996 (incorporated by
            reference to Exhibit 10.109 to the Registration Statement on Form S-4 filed on
            September 18, 1996, File No. 333-12263)
  10.110    Receivables Purchase and Sale Agreement dated August 8, 1996 between
            HealthPartners Funding, L.P., Sunbelt Therapy Management Services, Inc. (an
            Arizona corporation), Henderson & Associates Rehabilitation, Inc., Decator
            Sportsfit & Wellness Center, Inc., Therapy Health Systems, Inc., Sunbelt Therapy
            Management Services, Inc. (an Alabama corporation), Quest Pharmacies, Inc. and
            SunQuest SPC, Inc. (incorporated by reference to Exhibit 10.110 to the
            Registration Statement on Form S-4 filed on September 18, 1996, File No.
            333-12263)
  10.111    Master Lease Agreement dated June 4, 1996 between Unison HealthCare Corporation
            and LINC Anthem Corporation (incorporated by reference to Exhibit 10.111 to the
            Registration Statement on Form S-4 filed on September 18, 1996, File No.
            333-12263)
 10.112.1   Promissory Note dated March 17, 1997 to David A. Kremser in partial payment of
            Equity Adjustment Amount*
 10.112.2   Form of Promissory Notes dated March 17, 1997, to former Signature shareholders in
            partial payment of Equity Adjustment Amount*
  10.113    Services Agrement dated as of March 31, 1997, between the Registrant and David A.
            Kremser*
  10.114    Indemnification Agreement dated as of March 31, 1997, between the Registrant and
            David A. Kremser*
  10.115    Tolling Agreement dated as of March 31, 1997, between the Registrant and David A.
            Kremser*
  10.116    Option Agreement dated as of March 31, 1997, between the Registrant and David A.
            Kremser*
 10.117.1   Form of Loan and Security Agreement dated as of April 21, 1997 among the
            Registrant, Elk Meadows Investments, L.L.C. and BritWill Investments Company,
            Ltd.*
 10.117.2   Form of Stock Pledge Agreement dated as of April 21, 1997 among Registrant, Elk
            Meadows Investments, L.L.C. and BritWill Investments Company, Ltd.
</TABLE>
 
                                       51
<PAGE>   35
 
   
<TABLE>
<C>         <S>
  10.118    Asset Purchase Agreement dated as of December 20, 1996, among Sunbelt Therapy
            Management Services, Inc., Spine Rehabilitation and Physical Therapy Center, Inc.
            and Douglas L. Bates*
  10.119    Master Lease Agreement dated November 25, 1996, between Unison HealthCare
            Corporation and Pacific Financial Company, relating to computer equipment and
            software*
  10.120    Form of sublease agreement dated as of March 1, 1997, between BritWill
            Investments-II, Inc. and Hasmark East Ltd., relating to Four States Care Center,
            Green Acres, Heritage Oaks and Texarkana Nursing Center*
  10.121    Lease dated as of June 13, 1995, between AHP of Colorado, Inc. and Arkansas, Inc.
            (incorporated by reference to Exhibit 10.121 to the Registration Statement on Form
            S-4 filed on July 3, 1997)
  10.122    Lease dated as of June 13, 1995, between AHP of Colorado, Inc. and Cornerstone
            Care, Inc. (incorporated by reference to Exhibit 10.122 to the Registration
            Statement on Form S-4 filed on July 3, 1997)
  10.123    Lease dated as of July 28, 1995, between American Health Properties of Arizona,
            Inc. and Safford Care, Inc. (incorporated by reference to Exhibit 10.123 to the
            Registration Statement on Form S-4 filed on July 3, 1997)
  10.124    Lease dated as of July 28, 1995, between American Health Properties of Arizona,
            Inc. and Douglas Manor, Inc.*
  10.125    Promissory Note and related Term Loan Agreement and Form of Deed of Trust dated
            March 30, 1994 in the original principal amount of $19.1 million between Signature
            Health Care, Inc. and National Health Investors, Inc.*
  10.126    Lease dated as of December 1, 1990 between Health Care Reit, Inc. and The Arbors
            Health Care Center Inc.*
  11.1      Unison HealthCare Corporation Statement Re: Computation of Per Share Earnings*
  21        List of subsidiaries*
  27        Financial Data Schedule (included only in the EDGAR filing)
  99.1      Report of Ronald H. Ridgers, P.C. related to American Professional Holding, Inc.*
  99.2      Report of Ronald H. Ridgers, P.C. related to Memphis Clinical Laboratory, Inc.*
</TABLE>
    
 
---------------
 * Filed herewith.
 
** To be filed by amendment.
 
(b) Reports on Form 8-K.
 
     Unison filed the following reports on Form 8-K during the quarter ended
December 31, 1996:
 
          (1) Report dated October 10, 1996 related to the Stock Purchase
     Agreement between Unison and RehabWest, Inc.
 
          (2) Report dated October 31, 1996 which included the following
     financial statements: (i) audited financial statements of Signature
     HealthCare Corporation for each of the three years ended December 31, 1995
     and unaudited financial statements for the six months ended June 30, 1996
     and 1995; (ii) audited combined financial statements of Arkansas, Inc.,
     Cornerstone Care, Inc., Douglas Manor, Inc. and Safford Care, Inc. for each
     of the three years ended December 31, 1995 and unaudited financial
     statements for the six months ended June 30, 1996 and 1995; (iii) audited
     financial statements of RehabWest, Inc. as of and for the years ended
     December 31, 1995 and 1994 and unaudited financial statements for the six
     months ended June 30, 1996 and 1995; (iv) audited financial statements of
     American Professional Holding, Inc. for each of the three years ended
     December 31, 1995 and unaudited financial statements for the six months
     ended June 30, 1996 and 1995; and (v) audited financial statements of
     Memphis Clinical Laboratory, Inc. for each of the three years ended
     December 31, 1995 and unaudited financial statements for the six months
     ended June 30, 1996 and 1995.
 
                                       52
<PAGE>   36
                                   SIGNATURE


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


                                        Unison HealthCare Corporation

                                        By: /s/ DAVID A. KREMSER
                                           ------------------------------------
                                                David A. Kremser
                                                Interim Chief Executive Officer
                                                and Chief Financial Officer


                                        Date:         July 16, 1997
                                             ----------------------------------