EXHIBIT 99 (i) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 OR [ ]...
1
_______________________________________________________________________________
_______________________________________________________________________________
EXHIBIT 99 (i)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________________ to ____________________
Commission file number 1-5683
A. Full title of the Plan and the address of the Plan, if different from that
of the issuer named below:
USLIFE Corporation Employee Savings and Investment Plan
B. Name of issuer of the securities held pursuant to the Plan and the address
of its principal executive office:
USLIFE Corporation
000 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
2
USLIFE Corporation Employee Savings and Investment Plan
Index to Financial Statements and Financial Statement Schedules
Page
____
Independent Auditors' Report............................... 3
Statements of Financial Position as of
December 31, 1996 and 1995................................ 4
Statements of Income and Changes in Plan Equity
for the three years ended December 31, 1996............... 5
Notes to Financial Statements.............................. 6
Schedule I - Investments................................... *
Schedule II - Allocation of Plan Assets and Liabilities to
Investment Programs as of December 31, 1996 and 1995...... *
Schedule III - Allocation of Plan Income and Changes in
Plan Equity to Investment Programs for the three years
ended December 31, 1996................................... *
______________________
* Schedules I, II and III have been omitted because the
required information is incorporated in the financial
statements or notes thereto.
3
INDEPENDENT AUDITORS' REPORT
____________________________
The Board of Directors and Shareholders
USLIFE Corporation:
We have audited the financial statements of the USLIFE
Corporation Employee Savings and Investment Plan as listed in
the accompanying index. These financial statements are the
responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management,
as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of the USLIFE Corporation Employee Savings and
Investment Plan as of December 31, 1996 and 1995, and the
income and changes in its plan equity for each of the years in
the three-year period ended December 31, 1996, in conformity
with generally accepted accounting principles.
Our audits were performed for the purpose of forming an
opinion on the basic financial statements taken as a whole.
The Fund Information included in Notes 8 and 9 is presented
for purposes of additional analysis rather than to present the
allocation of plan assets and liabilities to investment
programs as of December 31, 1996 and 1995 and the allocation
of plan income and changes in plan equity to investment
programs for the three years ended December 31, 1996 of each
fund. The Fund Information has been subjected to the auditing
procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial
statements taken as a whole.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
New York, New York
May 2, 1997
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USLIFE Corporation Employee Savings and Investment Plan
Statements of Financial Position
December 31, 1996 and 1995
(Amounts in Thousands)
December 31
_______________________
Assets 1996 1995
______ ____ ____
Investments, at fair value:
Participations in:
USLIFE Corporation Common Stock Fund........... $ 29,683 $ 26,044
Xxxxxxxxx Foreign Fund......................... 1,042 333
IDS Growth Fund................................ 5,162 1,679
American Express Trust Research 150............ 14,132 11,747
IDS Mutual Fund................................ 1,199 555
IDS Selective Fund............................. 1,111 486
American Express Trust Income Fund II.......... 11,757 12,181
Loans to participants........................... 3,148 2,298
_________ _________
Total investments............................. 67,234 55,323
_________ _________
Investment income accrued........................... - 87
Accrued contributions receivable:
Participant..................................... 129 -
Employer........................................ 60 -
_________ _________
Total accrued contributions receivable........ 189 -
_________ _________
Total assets................................ $ 67,423 $ 55,410
========= =========
Liabilities and Plan Equity
___________________________
Plan equity......................................... $ 67,423 $ 55,410
_________ _________
Total liabilities and plan equity........... $ 67,423 $ 55,410
========= =========
See accompanying notes to financial statements.
5
USLIFE Corporation Employee Savings and Investment Plan
Statements of Income
and Changes in Plan Equity
For the Three Years Ended December 31, 1996
(Amounts in Thousands)
1996 1995 1994
____ ____ ____
Investment income:
Dividends on common stock.......... $ 819 $ 744 $ 633
Income from pooled investment
funds............................. 359 746 269
Interest on loans to
participants...................... 216 185 145
________ ________ ________
Total investment income............... 1,394 1,675 1,047
Appreciation of USLIFE
Corporation common stock
distributed to terminated and
withdrawing participants............. 71 92 50
Net gain on sale of securities........ 1,425 6,335 434
Unrealized appreciation or
(depreciation) of plan
assets............................... 5,557 2,809 (2,967)
________ ________ ________
8,447 10,911 (1,436)
________ ________ ________
Contributions:
Rollover........................... 661 179 220
Participant........................ 4,508 3,980 3,814
Employer:
USLIFE Corporation
common stock..................... 452 1,201 1,156
Cash.............................. 1,625 622 629
________ ________ ________
Total contributions........... 7,246 5,982 5,819
________ ________ ________
Total additions to plan........... 15,693 16,893 4,383
________ ________ ________
Distributions to terminated and
withdrawing participants:
USLIFE Corporation
common stock..................... 99 161 158
Cash................................. 3,581 3,096 3,297
________ ________ ________
Total distributions........... 3,680 3,257 3,455
________ ________ ________
Changes in plan equity........ 12,013 13,636 928
Plan equity:
Beginning of year.................. 55,410 41,774 40,846
________ ________ ________
End of year........................ $ 67,423 $ 55,410 $ 41,774
======== ======== ========
See accompanying notes to financial statements.
6
USLIFE Corporation Employee Savings and Investment Plan
Notes to Financial Statements
Note 1. Significant Accounting Policies
Basis of Presentation
The accompanying Statements of Financial Position and Statements of
Income and Changes in Plan Equity present financial information of the
USLIFE Corporation Employee Savings and Investment Plan (the "Plan")
on an accrual basis. The Plan was established January 1, 1982. The
financial statements of the Plan reflect the various funds and
securities in which Plan assets are invested. The Plan also grants
loans to qualified participants, as described under "Description of
The Plan."
Change in Trustee
During 1995, the trustee, recordkeeping, and administrative
responsibilities previously performed by Bankers Trust Company were
transferred to and replaced by American Express Trust Company (the
"Trustee").
Prior to the change in trustee, the Plan consisted of four funds:
- The "USLIFE Corporation Common Stock Fund", consisting
primarily of common stock of USLIFE Corporation ("USLIFE").
- The "Bankers Trust Bond Fund," consisting primarily of
participation in the Bankers Trust Short / Intermediate Bond Fund
- General Employee Benefit Trust, composed principally of bonds,
United States Government securities, and other fixed income
securities of companies other than USLIFE.
- The "Bankers Trust Equity Fund," consisting primarily of
participation in the Bankers Trust Equity Fund - General Employee
Benefit Trust, composed of common stocks of companies other than
USLIFE as well as certain fixed income securities held as
temporary investments.
- The "Bankers Trust Short Term Fund," consisting primarily of
participation in the Bankers Trust Discretionary account,
composed of investments in short term securities of companies
other than USLIFE.
Concurrent with the change in trustee, net assets of approximately
$13.6 million were transferred from the Bankers Trust Bond Fund and
Bankers Trust Short Term Fund to American Express Trust Income Fund
II, and net assets of approximately $11.2 million were transferred
from the Bankers Trust Equity Fund to American Express Trust Research
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150. Additional investment options, as described under "Investments,"
were also made available to participants.
Distributions
Distributions to terminated and withdrawing participants are based
upon the market value of units and/or shares credited to the
participants' accounts as of the effective date of termination or
withdrawal.
Forfeitures
Company contributions made on behalf of a terminated employee which
are not vested will be forfeited upon termination of employment and
will be used to reduce the Company's future contributions to the Plan.
Contributions made by USLIFE are reported net of forfeitures of $72
thousand, $76 thousand, and $81 thousand in 1996, 1995, and 1994,
respectively.
Note 2. Investments
Investments are stated at fair value. The fair value of marketable
securities is based on quotations obtained from national securities
exchanges. The fair value of mutual fund shares is based on quoted
market prices which represent the net asset value of shares held by
the Plan as of the balance sheet date. Security transactions are
recognized on the trade date. Dividend income is recorded on an
accrual basis as of the ex-dividend date. Realized gains and losses
on the sale of investments are recognized based on average cost.
The Plan currently consists of seven investment funds, as follows:
USLIFE Corporation Common Stock Fund
____________________________________
Investments of the USLIFE Corporation Common Stock Fund consist
primarily of common stock of USLIFE Corporation ("USLIFE"), which is
stated at fair value. USLIFE common stock may be purchased for the
Plan, at market price, by the Trustee directly from USLIFE or in the
open market. Common stock purchased from USLIFE may either be
authorized but unissued shares or shares reacquired and held in
USLIFE's treasury.
Xxxxxxxxx Foreign Fund
______________________
This international growth mutual fund's objective is to provide long
term capital growth. It invests primarily in common stocks of
companies outside the United States.
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IDS Growth Fund
_______________
The goal of this growth mutual fund is to provide long term growth of
capital. It invests primarily in common stocks of rapidly growing
companies that are believed to have above average potential for long
term growth as a result of new management, marketing opportunities or
technological superiority.
American Express Trust Research 150
___________________________________
The goal of this growth and income collective fund made available to
qualified plans by American Express Trust Company is to produce long
term returns in excess of that of the United States stock market as a
whole. It invests primarily in common stocks included in the Standard
and Poor's 500 index, a widely used index of stock market trends.
IDS Mutual Fund
_______________
The goal of this growth and income mutual fund is to provide a balance
of capital growth and current income. It invests in common stocks and
in senior securities such as bonds and preferred stocks that offer
fixed interest and dividend payments.
IDS Selective Fund
__________________
The goal of this income oriented mutual fund is to provide current
income while preserving capital. It invests primarily in investment
grade corporate bonds, government securities and money market
securities.
American Express Trust Income Fund II
_____________________________________
The goal of this collective fund made available to qualified plans by
American Express Trust Company is to preserve principal while
maximizing current income. It invests in short term securities and
investment contracts intended to be relatively stable in value.
As of December 31, 1996, the number of participants in each fund was
as follows:
USLIFE Corporation Common Stock Fund............ 1,843
Xxxxxxxxx Foreign Fund.......................... 321
IDS Growth Fund................................. 632
American Express Trust Research 150............. 1,197
IDS Mutual Fund................................. 344
IDS Selective Fund.............................. 248
American Express Trust Income Fund II........... 1,179
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Unrealized Gains and Losses
Net unrealized appreciation (depreciation) on investments at the dates
indicated was as follows:
December 31, 1996
__________________________________________
Net
Unrealized
Fair Appreciation
Cost Value (Depreciation)
__________ _________ ____________
( Amounts in Thousands)
Participations in:
USLIFE Corporation Common Stock Fund............... $ 16,121 $ 29,683 $ 13,562
Xxxxxxxxx Foreign Fund............................. 968 1,042 74
IDS Growth Fund.................................... 4,507 5,162 655
American Express Trust Research 150................ 11,684 14,132 2,448
IDS Mutual Fund.................................... 1,184 1,199 15
IDS Selective Fund................................. 1,132 1,111 (21)
American Express Trust Income Fund II.............. 11,157 11,757 600
Loans to participants............................... 3,148 3,148 -
_________ _________ _________
Total............................................. $ 49,901 $ 67,234 $ 17,333
========= ========= =========
December 31, 1995
__________________________________________
Net
Unrealized
Fair Appreciation
Cost Value (Depreciation)
__________ _________ ____________
( Amounts in Thousands)
Participations in:
USLIFE Corporation Common Stock Fund............... $ 15,328 $ 26,044 $ 10,716
Xxxxxxxxx Foreign Fund............................. 330 333 3
IDS Growth Fund.................................... 1,730 1,679 (51)
American Express Trust Research 150................ 10,824 11,747 923
IDS Mutual Fund.................................... 550 555 5
IDS Selective Fund................................. 479 486 7
American Express Trust Income Fund II.............. 12,008 12,181 173
Loans to participants............................... 2,298 2,298 -
__________ _________ _________
Total............................................. $ 43,547 $ 55,323 $ 11,776
========== ========= =========
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Changes in unrealized appreciation (depreciation) on investments for
the years indicated were as follows:
Year Ended December 31
______________________________________
1996 1995 1994
____ ____ ____
(Amounts in Thousands)
Participations in:
USLIFE Corporation Common Stock Fund............ $ 2,846 $ 5,362 $ (1,820)
Xxxxxxxxx Foreign Fund.......................... 71 3 -
IDS Growth Fund................................. 706 (51) -
American Express Trust Research 150............. 1,525 923 -
IDS Mutual Fund................................. 10 5 -
IDS Selective Fund.............................. (28) 7 -
American Express Trust Income Fund II........... 427 173 -
Bankers Trust Company Short / Intermediate
Bond Fund - General Employee Benefit Trust.... - (1,508) (331)
Bankers Trust Company Equity Fund - General
Employee Benefit Trust........................ - (2,105) (816)
_________ _________ _________
Total.......................................... $ 5,557 $ 2,809 $ (2,967)
========= ========= =========
Unit Values
The values of an investment unit for all investment funds are
determined at the end of each period by dividing the fair value of
each respective fund's net assets by the number of investment units
then outstanding in each fund. The unit value of each fund and the
number of outstanding units at the dates indicated were as follows:
Unit Value At Number of Outstanding
December 31 Units at December 31
_______________________ _______________________
1996 1995 1996 1995
____ ____ ____ ____
USLIFE Corporation Common Stock Fund........... $ 11.37 $ 10.21 2,618,960 2,548,795
Xxxxxxxxx Foreign Fund......................... 10.44 9.31 100,594 36,222
IDS Growth Fund................................ 27.29 23.68 190,284 75,305
American Express Trust Research 150............ 27.21 22.09 519,545 532,331
IDS Mutual Fund................................ 13.57 13.19 88,986 42,445
IDS Selective Fund............................. 9.15 9.70 121,956 50,637
American Express Trust Income Fund II.......... 16.47 15.44 719,404 787,572
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USLIFE Common Stock Fund
Changes in investment in USLIFE common stock, at cost, for the years
indicated were as follows:
1996 1995 1994
___________________ ___________________ ___________________
Shares Cost Shares Cost Shares Cost
______ ______ ______ ______ ______ ______
(In Thousands)
Balance at January 1...................... 873 $15,328 791 $13,012 710 $10,985
Purchases................................. 29 892 90 2,415 87 2,135
Distributions to participants and sales
of stock................................. (6) (99) (8) (99) (6) (108)
______ _______ ______ _______ ______ _______
Balance at December 31.................... 896 $16,121 873 $15,328 791 $13,012
====== ======= ====== ======= ====== =======
Number of shares have been adjusted to reflect the three-for-
two split of USLIFE common stock in September 1995.
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Note 3. Description of the Plan
The Plan is an employee savings and investment plan for eligible
employees of USLIFE Corporation and subsidiaries (the "Company").
Under the Plan, eligible employees may contribute up to a stated
percentage of salary determined by the Administrative Committee,
currently from a minimum of 1% to a maximum of 12% of their salary,
each pay period. The first 3% of the salary an employee contributes
to the Plan is designated as the basic contribution. The next 9% of
salary an employee contributes is designated as the supplemental
contribution. For those employees who are not highly compensated
under IRS regulations (ie., those employees earning less than $66,000
in 1996, 1995 and 1994), up to 12% of the employee's salary may be
contributed on a pre-tax basis under the Extra Savings Potential
("ESP") option. Pursuant to the Small Business Job Protection Act of
1996, for Plan Years after 1996, a highly compensated employee is one
who had in excess of $80,000 in compensation (as indexed for
inflation) for the preceding year and was in the top 20% of employees
by compensation for that year. Those employees who are highly
compensated may contribute up to 7% of salary under the ESP option.
USLIFE will contribute an amount equal to 100% of the employee's basic
contribution each pay period on behalf of all participating employees.
All USLIFE contributions will be invested on behalf of the Plan's
participants in the USLIFE Corporation Common Stock Fund.
No more than $150,000, as adjusted by law, may be included in "Salary"
as defined in the Plan, for Plan Years after 1993. As a result,
contributions by Participants and Company Contributions during 1994
and later Plan Years will be limited for those employees with
compensation exceeding the maximum. There are additional limitations
under the Tax Reform Act of 1986 ("TRA") which are discussed below.
Participants may designate that their contributions be invested
entirely in any one of the available funds or allocated, at their
discretion, among two or more of such funds. All Participant
contributions vest immediately.
USLIFE contributions vest under a five-year graded vesting schedule
which provides for 20% vesting upon the completion of the first year
of employment and an additional 20% vesting upon the completion of
each additional year of employment until 100% vesting is reached at
the end of the fifth year of employment. 100% of USLIFE contributions
may also vest, notwithstanding length of time in the Plan, under
certain conditions including retirement, death, permanent disability,
or a Change in Control as defined in the Plan. A Change in Control
also results in the inclusion, under certain circumstances, of
severance payments in Salary for purposes of the benefit calculation.
The value of a Participant's account is determined using the unit
value method for all Funds.
Upon death, retirement, permanent disability, or other termination of
employment, or pursuant to a Qualified Domestic Relations Order as
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that term is defined by the Internal Revenue Code or Title I of the
Employee Retirement Income Security Act or the rules thereunder, the
amount credited to a Participant's account is distributed to the
employee or employee's beneficiary either in an immediate single sum
or in installments over a period not to exceed ten years.
A Participant may withdraw from the Plan an amount credited to his
account attributable to his contributions and fully vested Company
contributions at any time, subject to certain restrictions regarding
resumption of contributions and subsequent withdrawals. Except as
noted below, all Participants may elect to receive withdrawals from
the USLIFE Corporation Common Stock Fund in cash or in shares of
USLIFE Corporation common stock.
A demonstration of financial hardship is required for a withdrawal
from a Participant's vested account balance under the ESP option,
unless the Participant has attained age 59-1/2 or is totally disabled
as that term is defined by the Social Security Administration. A
withdrawal of the earnings on ESP contributions accruing after
December 31, 1988 is not permitted under any circumstances. A
Participant must first seek a loan from the Plan before making a
hardship withdrawal. For distributions made on or after January 1,
1993, a distributee may elect to have any portion of an eligible
rollover distribution paid directly to an eligible retirement plan.
In the absence of such a request, the Plan Administrator is required
to withhold 20% of the eligible rollover distribution for federal tax
purposes.
A Participant who has participated in the Plan for one year or more
may borrow once in any Plan Year, after meeting certain Plan
requirements, from his fully vested account balance provided that the
total amounts borrowed and not repaid (including interest due and
unpaid) do not exceed the lesser of (1) $50,000, or (2) 50% of the
value of the Participant's vested account balance. For Participants
with vested account balances of $100,000 or more, the maximum loan
amount is $50,000 reduced by the highest outstanding loan balance
during the one year period ending on the day before the new loan is
made.
To comply with the interest rate requirements of the Department of
Labor, the current interest rate charged on new loans for the term of
the loan is changed monthly and based on prime rate charged by
commercial banks. Loans to Participants are for terms of not less
than one year and not more than five years, with the exception of
loans for the purchase of a principal residence which may be for up to
30 years. Payments of principal and interest on such loans commence
as soon as administratively feasible, by payroll deduction from the
wages of the Participant according to an amortization schedule which
is established by the Administrative Committee in a nondiscriminatory
manner. A loan made to a Plan Participant under this provision
matures in full upon the retirement, death, or termination of
employment of the Participant. A Participant may accelerate repayment
during the term of the loan, after the loan has been in force for at
least one year, provided that such repayment includes the full
14
remaining principal together with interest to the date of repayment.
The Plan provides that the loan program is to be managed by the
Administrative Committee in a uniform and nondiscriminatory manner and
that the Administrative Committee may determine an overall limit on
the amount of loans that may be provided by the Plan to all
Participants at any one time and may establish such further rules and
limitations as it deems appropriate.
Any Company contributions made on behalf of a terminated employee
which are not vested will be forfeited upon termination of employment
and will be used to reduce the Company's future contributions to the
Plan. Distributions of the USLIFE Corporation Common Stock Fund may
generally be paid in cash or in shares of USLIFE common stock,
pursuant to the election of the Participant (fractional shares are
paid in cash). Distributions from the other funds are paid in cash.
The Plan permits consideration of any bonus amounts, including those
received by officers of subsidiary companies, for purposes of
determining benefits derived from the Plan. Retirees and terminated
employees with over $3,500 in their vested account balance are
permitted to defer commencement of distributions until the Participant
reaches normal retirement date under the USLIFE Corporation Retirement
Plan. Except for certain exceptions, there are special rules for
participants subject to the short swing provisions of Section 16(b) of
the Securities Exchange Act of 1934 regarding intra-fund transfers to
and from the USLIFE Common Stock Fund, and cash distributions and
loans from this fund.
The Tax Reform Act of 1986 ("TRA") made major changes which affect the
provisions of the Plan. Adoption of the required plan amendments was
not required until the end of 1994 if the Plan operated as if the new
provisions had been formally adopted. Briefly summarized, the
required amendments, which were formally adopted in December 1994,
provide as follows: The maximum annual Extra Savings Potential ("ESP")
contribution is $7,000, as adjusted by a cost of living factor for
plan years after 1987. If a Participant's contribution to his ESP
account and to other 401(k) plans exceeds $7,000 in 1987 or such
amount as adjusted in any calendar year thereafter he may notify the
Plan administrator in writing and obtain a distribution of the excess
amount and any earnings thereon. The maximum annual addition to a
Participant's account including all employee and Company contributions
cannot exceed the lesser of 25% of compensation or $30,000, as
adjusted pursuant to statute. Under the Small Business Job Protection
Act of 1996, nondiscrimination tests contain a formula which limits
the average contribution percentages of "highly compensated
employees," a group which includes those earning over $80,000 per
year, as adjusted by law. In the event that the average contribution
percentages of the highly compensated exceed the levels set in the
nondiscrimination tests, the excess contributions will not be
accepted, or will be returned to the affected highly compensated
employees.
15
Note 4. Administration of the Plan
Under the terms of a trust agreement between the Trustee and the Plan,
the Trustee manages the Plan's assets on behalf of the Plan. As of
December 31, 1996, substantially all of the Plan's assets were held by
the Trustee. The USLIFE Corporation Employee Savings and Investment
Trust provides that the Company will pay all administration and
brokerage commission charges on purchases of USLIFE Corporation common
stock for employee accounts.
Note 5. Federal Income Taxes
On August 1, 1995, the Plan received an Internal Revenue Service
determination stating that the Plan satisfied the requirements of the
Tax Reform Act of 1986 and meets the requirements of Section 401(a) of
the Internal Revenue Code, as amended by the Tax Reform Act of 1986,
and that the trust established thereunder is entitled to exemption
from payment of Federal income taxes under provisions of Section
501(a) of the Code. Employees participating in the Plan are not taxed
currently on Company contributions or on the earnings of the trust.
See Note 3 of Notes to Financial Statements as to the impact of the
Tax Reform Act of 1986 on certain provisions of the Plan.
Note 6. Termination of the Plan
Although the Company expects and intends to maintain the Plan in force
indefinitely, it may at any time be terminated, partially terminated
or contributions thereunder discontinued by action of the Board of
Directors of USLIFE (see Note 7). In the event of termination or
partial termination of the Plan or complete discontinuance of
contributions under the Plan, no contribution will be made thereafter,
except for a month, the last day of which coincides with or precedes
such termination or discontinuance; no distribution shall be made
except as provided in the Plan; the rights of all participants to the
amounts credited to their accounts as of the date of such complete or
partial termination or discontinuance shall be fully vested; no person
shall have any right or interest except with respect to the Trust
Fund, and the Trustee will continue to act until the Trust Fund will
have been distributed in accordance with the Plan.
In the event of a termination of the Plan, if any balance remains
after all the benefits due under any section of the Plan have been
paid in full, such balance will, subject to any charge which may be
made by the Trustee, be returned to the Company or its successor.
Note 7. Pending Merger Transaction
On February 12, 1997, the Company and American General Corporation, of
Houston, Texas, entered into a definitive merger agreement. Under this
agreement, USLIFE Corporation shareholders will exchange each share of
16
USLIFE common stock for $49 worth of American General common stock,
subject to a minimum of approximately 1.09 shares and a maximum of
approximately 1.29 shares of American General common stock. The
exchange ratio will be based on an average trading price of American
General common stock prior to closing. The merger is intended to be a
tax-free transaction and to qualify for pooling of interests
accounting treatment. The transaction, which is subject to approval
by American General and USLIFE shareholders and to requisite
regulatory approvals, is expected to close on June 17, 1997.
American General Corporation is a diversified financial services
organization. Its principal businesses are life insurance, retirement
services, and consumer finance.
Upon the consummation of the merger, shares of USLIFE common stock
held in the USLIFE Common Stock Fund will be converted to shares of
American General common stock in accordance with the exchange ratio
determined as indicated above. In addition, all participants will
become 100% vested in the employer matching contributions made to
their accounts. No determination has yet been made as to whether the
Plan will continue to operate on a stand-alone basis or be combined
with an employee savings and investment plan of American General
Corporation after the effective date of the merger.
17
Note 8
(Page 1 of 2)
USLIFE Corporation Employee Savings and Investment Plan
Allocation of Plan Assets and Liabilities to Investment Programs
December 31, 1996 and 1995
(Amounts in Thousands)
December 31, 1996
__________________________________________________
Participant Directed Funds
_________________________________________
USLIFE American
Corporation Express
Common Xxxxxxxxx IDS Trust
Total Stock Foreign Growth Research
Funds Fund * Fund Fund 150
_______ ___________ _________ ______ ________
Assets
______
Investments, at fair value:
Participations in:
USLIFE Corporation Common Stock Fund $29,683 $29,683 $ 0 $ 0 $ 0
Xxxxxxxxx Foreign Fund 1,042 0 1,042 0 0
IDS Growth Fund 5,162 0 0 5,162 0
American Express Trust Research 150 14,132 0 0 0 14,132
IDS Mutual Fund 1,199 0 0 0 0
IDS Selective Fund 1,111 0 0 0 0
American Express Trust Income Fund II 11,757 0 0 0 0
Loans to participants 3,148 0 0 0 0
_______ ___________ _________ ______ ________
Total investments 67,234 29,683 1,042 5,162 14,132
_______ ___________ _________ ______ ________
Investment income accrued 0 0 0 0 0
Accrued contributions receivable (refundable) (a):
Participant 129 31 8 31 2
Employer 60 60 0 0 0
Inter-fund balances 0 0 0 0 0
_______ ___________ _________ ______ ________
Total accrued contributions receivable 189 91 8 31 2
_______ ___________ _________ ______ ________
Total assets $67,423 $29,774 $ 1,050 $5,193 $14,134
======= =========== ========= ====== ========
Liabilities and Plan Equity
___________________________
Plan equity $67,423 $29,774 $ 1,050 $5,193 $14,134
_______ ___________ _________ ______ ________
Total liabilities and plan equity $67,423 $29,774 $ 1,050 $5,193 $14,134
======= =========== ========= ====== ========
(a) Net of inter-fund receivables and payables.
* Company contributions are 100% allocated to this fund.
18
Note 8
(Page 1 of 2) (Continued)
USLIFE Corporation Employee Savings and Investment Plan
Allocation of Plan Assets and Liabilities to Investment Programs
December 31, 1996 and 1995
(Amounts in Thousands)
December 31, 1996
____________________________________________
Participant Directed Funds
___________________________________
American
Express
IDS IDS Trust Loans
Mutual Selective Income To
Fund Fund Fund II Participants
______ _________ __________ ____________
Assets
______
Investments, at fair value:
Participations in:
USLIFE Corporation Common Stock Fund $ 0 $ 0 $ 0 $ 0
Xxxxxxxxx Foreign Fund 0 0 0 0
IDS Growth Fund 0 0 0 0
American Express Trust Research 150 0 0 0 0
IDS Mutual Fund 1,199 0 0 0
IDS Selective Fund 0 1,111 0 0
American Express Trust Income Fund II 0 0 11,757 0
Loans to participants 0 0 0 3,148
______ _________ __________ ____________
Total investments 1,199 1,111 11,757 3,148
______ _________ __________ ____________
Investment income accrued 0 0 0 0
Accrued contributions receivable (refundable) (a):
Participant 8 4 91 (46)
Employer 0 0 0 0
Inter-fund balances 0 0 0 0
______ _________ __________ ____________
Total accrued contributions receivable 8 4 91 (46)
______ _________ __________ ____________
Total assets $1,207 $ 1,115 $ 11,848 $ 3,102
====== ========= ========== ============
Liabilities and Plan Equity
___________________________
Plan equity $1,207 $ 1,115 $ 11,848 $ 3,102
______ _________ __________ ____________
Total liabilities and plan equity $1,207 $ 1,115 $ 11,848 $ 3,102
====== ========= ========== ============
(a) Net of inter-fund receivables and payables.
* Company contributions are 100% allocated to this fund.
19
Note 8
(Page 2 of 2)
USLIFE Corporation Employee Savings and Investment Plan
Allocation of Plan Assets and Liabilities to Investment Programs
December 31, 1996 and 1995
(Amounts in Thousands)
December 31, 1995
__________________________________________________________
Participant Directed Funds
__________________________________________
USLIFE American
Corporation Express
Common Xxxxxxxxx IDS Trust
Total Stock Foreign Growth Research
Funds Fund * Fund Fund 150
_______ ___________ _________ ______ ________
Assets
______
Investments, at fair value:
Participations in:
USLIFE Corporation Common Stock Fund $26,044 $26,044 $ 0 $ 0 $ 0
Xxxxxxxxx Foreign Fund 333 0 333 0 0
IDS Growth Fund 1,679 0 0 1,679 0
American Express Trust Research 150 11,747 0 0 0 11,747
IDS Mutual Fund 555 0 0 0 0
IDS Selective Fund 486 0 0 0 0
American Express Trust Income Fund II 12,181 0 0 0 0
Loans to participants 2,298 0 0 0 0
_______ ___________ _________ ______ ________
Total investments 55,323 26,044 333 1,679 11,747
_______ ___________ _________ ______ ________
Investment income accrued 87 0 0 87 0
Accrued contributions receivable (refundable) (a):
Participant 0 0 0 0 0
Employer 0 0 0 0 0
Inter-fund balances 0 (23) 4 18 10
_______ ___________ _________ ______ ________
Total accrued contributions receivable 0 (23) 4 18 10
_______ ___________ _________ ______ ________
Total assets $55,410 $26,021 $337 $1,784 $11,757
======= =========== ========= ====== ========
Liabilities and Plan Equity
___________________________
Plan equity $55,410 $26,021 $337 $1,784 $11,757
_______ ___________ _________ ______ ________
Total liabilities and plan equity $55,410 $26,021 $337 $1,784 $11,757
======= =========== ========= ====== ========
(a) Net of inter-fund receivables and payables.
* Company contributions are 100% allocated to this fund.
20
Note 8
(Page 2 of 2) (Continued)
USLIFE Corporation Employee Savings and Investment Plan
Allocation of Plan Assets and Liabilities to Investment Programs
December 31, 1996 and 1995
(Amounts in Thousands)
December 31, 1995
______________________________________________________
Participant Directed Funds
______________________________________
American
Express
IDS IDS Trust Loans
Mutual Selective Income To
Fund Fund Fund II Participants
______ _________ __________ ____________
Assets
______
Investments, at fair value:
Participations in:
USLIFE Corporation Common Stock Fund $ 0 $ 0 $ 0 $ 0
Xxxxxxxxx Foreign Fund 0 0 0 0
IDS Growth Fund 0 0 0 0
American Express Trust Research 150 0 0 0 0
IDS Mutual Fund 555 0 0 0
IDS Selective Fund 0 486 0 0
American Express Trust Income Fund II 0 0 12,181 0
Loans to participants 0 0 0 2,298
______ _________ __________ ____________
Total investments 555 486 12,181 2,298
______ _________ __________ ____________
Investment income accrued 0 0 0 0
Accrued contributions receivable (refundable) (a):
Participant 0 0 0 0
Employer 0 0 0 0
Inter-fund balances 5 5 (19) 0
______ _________ __________ ____________
Total accrued contributions receivable 5 5 (19) 0
______ _________ __________ ____________
Total assets $560 $491 $12,162 $2,298
====== ========= ========== ============
Liabilities and Plan Equity
___________________________
Plan equity $560 $491 $12,162 $2,298
______ _________ __________ ____________
Total liabilities and plan equity $560 $491 $12,162 $2,298
====== ========= ========== ============
(a) Net of inter-fund receivables and payables.
* Company contributions are 100% allocated to this fund.
21
Note 9
(Page 1 of 3)
USLIFE Corporation Employee Savings and Investment Plan
Allocation of Plan Income and Changes in Plan Equity to Investment Programs
For The Three Years Ended December 31, 1996
(Amounts in Thousands)
1996
______________________________________________________________
Participant Directed Funds
___________________________________________________
USLIFE American
Corporation Express
Common Xxxxxxxxx IDS Trust
Total Stock Foreign Growth Research
Funds Fund * Fund Fund 150
_______ ___________ _________ ________ ________
Investment income:
Dividends on common stock $ 819 $ 819 $ 0 $ 0 $ 0
Income from pooled investment funds 359 0 37 126 0
Interest on loans to participants 216 124 6 15 32
_______ ___________ _________ ________ ________
Total investment income 1,394 943 43 141 32
_______ ___________ _________ ________ ________
Appreciation of USLIFE Corporation
common stock distributed to terminated and
withdrawing participants 71 71 0 0 0
Net gain (loss) on sale of securities 1,425 41 11 5 1,109
Unrealized appreciation or (depreciation)
of plan assets 5,557 2,846 71 706 1,525
_______ ___________ _________ ________ ________
Subtotal 8,447 3,901 125 852 2,666
_______ ___________ _________ ________ ________
Contributions:
Rollover 661 28 30 337 60
Participant 4,508 808 180 631 1,303
Employer:
USLIFE Corporation common stock 452 452 0 0 0
Cash 1,625 1,625 0 0 0
_______ ___________ _________ ________ ________
Total contributions 7,246 2,913 210 968 1,363
_______ ___________ _________ ________ ________
Repayment of participant loans 0 628 31 72 167
_______ ___________ _________ ________ ________
Total additions to plan 15,693 7,442 366 1,892 4,196
_______ ___________ _________ ________ ________
Distributions to terminated and withdrawing
participants:
USLIFE Corporation common stock 99 99 0 0 0
Cash 3,581 1,493 46 178 691
_______ ___________ _________ ________ ________
Total distributions 3,680 1,592 46 178 691
_______ ___________ _________ ________ ________
Transfer of assets to loan fund 0 (1,367) (32) (91) (248)
Transfer of assets from (to) other funds 0 (730) 425 1,786 (880)
Transfer of assets to (from) trustee 0 0 0 0 0
_______ ___________ _________ ________ ________
Changes in plan equity 12,013 3,753 713 3,409 2,377
_______ ___________ _________ ________ ________
Plan equity :
Beginning of year 55,410 26,021 337 1,784 11,757
_______ ___________ _________ ________ ________
End of year $67,423 $29,774 $1,050 $5,193 $14,134
======= =========== ========= ======== ========
* Company contributions are allocated 100% to this fund.
22
Note 9
(Page 1 of 3) (Continued)
USLIFE Corporation Employee Savings and Investment Plan
Allocation of Plan Income and Changes in Plan Equity to Investment Programs
For The Three Years Ended December 31, 1996
(Amounts in Thousands)
1996
________________________________________________
Participant Directed Funds
_____________________________________
American
Express
IDS IDS Trust Loans
Mutual Selective Income To
Fund Fund Fund II Participants
______ _________ _______ ____________
Investment income:
Dividends on common stock $ 0 $ 0 $ 0 $ 0
Income from pooled investment funds 113 83 0 0
Interest on loans to participants 5 3 31 0
_______ _________ _______ ____________
Total investment income 118 86 31 0
_______ _________ _______ ____________
Appreciation of USLIFE Corporation
common stock distributed to terminated and
withdrawing participants 0 0 0 0
Net gain (loss) on sale of securities 18 (10) 251 0
Unrealized appreciation or (depreciation)
of plan assets 10 (28) 427 0
_______ _________ _______ ____________
Subtotal 146 48 709 0
_______ _________ _______ ____________
Contributions:
Rollover 153 44 9 0
Participant 183 129 1,274 0
Employer:
USLIFE Corporation common stock 0 0 0 0
Cash 0 0 0 0
_______ _________ _______ ____________
Total contributions 336 173 1,283 0
_______ _________ _______ ____________
Repayment of participant loans 21 15 180 (1,114)
_______ _________ _______ ____________
Total additions to plan 503 236 2,172 (1,114)
_______ _________ _______ ____________
Distributions to terminated and withdrawing
participants:
USLIFE Corporation common stock 0 0 0 0
Cash 98 74 880 121
_______ _________ _______ ____________
Total distributions 98 74 880 121
_______ _________ _______ ____________
Transfer of assets to loan fund (61) (26) (214) 2,039
Transfer of assets from (to) other funds 303 488 (1,392) 0
Transfer of assets to (from) trustee 0 0 0 0
_______ _________ _______ ____________
Changes in plan equity 647 624 (314) 804
_______ _________ _______ ____________
Plan equity :
Beginning of year 560 491 12,162 2,298
_______ _________ _______ ____________
End of year $1,207 $1,115 $11,848 $3,102
======= ========= ======= ============
* Company contributions are allocated 100% to this fund.
23
Note 9
(Page 2 of 3)
USLIFE Corporation Employee Savings and Investment Plan
Allocation of Plan Income and Changes in Plan Equity to Investment Programs
For The Three Years Ended December 31, 1996
(Amounts in Thousands)
1995
___________________________________________________
Participant Directed Funds
_________________________________________________
USLIFE American
Corporation Express
Common Xxxxxxxxx IDS Trust IDS
Total Stock Foreign Growth Research Mutual
Funds Fund * Fund Fund 150 Fund
_______ _________ _______ ________ ________ ______
Investment income:
Dividends on common stock $ 744 $ 744 $ 0 $ 0 $ 0 $ 0
Income from pooled investment funds 746 23 5 87 213 11
Interest on loans to participants 185 88 1 1 8 0
_______ _________ _______ ________ ________ ______
Total investment income 1,675 855 6 88 221 11
_______ _________ _______ ________ ________ ______
Appreciation of USLIFE Corporation
common stock distributed to terminated and
withdrawing participants 92 92 0 0 0 0
Net gain (loss) on sale of securities 6,335 15 0 0 (168) 1
Unrealized appreciation or (depreciation)
of plan assets 2,809 5,362 3 (51) 923 5
_______ _________ _______ ________ ________ ______
Subtotal 10,911 6,324 9 37 976 17
_______ _________ _______ ________ ________ ______
Contributions:
Rollover 179 8 0 3 2 0
Participant 3,980 823 8 29 324 8
Employer:
USLIFE Corporation common stock 1,201 1,201 0 0 0 0
Cash 622 622 0 0 0 0
_______ _________ _______ ________ ________ ______
Total contributions 5,982 2,654 8 32 326 8
_______ _________ _______ ________ ________ ______
Repayment of participant loans 0 476 1 3 38 2
_______ _________ _______ ________ ________ ______
Total additions to plan 16,893 9,454 18 72 1,340 27
_______ _________ _______ ________ ________ ______
Distributions to terminated and withdrawing
participants:
USLIFE Corporation common stock 161 161 0 0 0 0
Cash 3,096 1,448 0 0 56 0
_______ _________ _______ ________ ________ ______
Total distributions 3,257 1,609 0 0 56 0
_______ _________ _______ ________ ________ ______
Transfer of assets to loan fund 0 (718) 0 (1) (5) 0
Transfer of assets from (to) other funds 0 (10) 319 1,713 (748) 533
Transfer of assets to (from) trustee 0 0 0 0 11,226 0
_______ _________ _______ ________ ________ ______
Changes in plan equity 13,636 7,117 337 1,784 11,757 560
_______ _________ _______ ________ ________ ______
Plan equity :
Beginning of year 41,774 18,904 0 0 0 0
_______ _________ _______ ________ ________ ______
End of year $55,410 $26,021 $337 $1,784 $11,757 $560
======= ========= ======= ======== ======== ======
* Company contributions are allocated 100% to this fund.
24
Note 9
(Page 2 of 3) (Continued)
USLIFE Corporation Employee Savings and Investment Plan
Allocation of Plan Income and Changes in Plan Equity to Investment Programs
For The Three Years Ended December 31, 1996
(Amounts in Thousands)
1995
__________________________________________________________
Participant Directed Funds
________________________________________________________
American Bankers
Express Bankers Bankers Trust
IDS Trust Trust Trust Short Loans
Selective Income Bond Equity Term To
Fund Fund II Fund Fund Fund Participants
_________ _______ ________ _________ _______ ____________
Investment income:
Dividends on common stock $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Income from pooled investment funds 5 71 3 22 306 0
Interest on loans to participants 0 10 17 34 24 2
_________ _______ ________ _________ _______ ____________
Total investment income 5 81 20 56 330 2
_________ _______ ________ _________ _______ ____________
Appreciation of USLIFE Corporation
common stock distributed to terminated and
withdrawing participants 0 0 0 0 0 0
Net gain (loss) on sale of securities 1 (48) 2,182 4,352 0 0
Unrealized appreciation or (depreciation)
of plan assets 7 173 (1,508) (2,105) 0 0
_________ _______ ________ _________ _______ ____________
Subtotal 13 206 694 2,303 330 2
_________ _______ ________ _________ _______ ____________
Contributions:
Rollover 0 0 44 94 28 0
Participant 7 369 924 1,061 427 0
Employer:
USLIFE Corporation common stock 0 0 0 0 0 0
Cash 0 0 0 0 0 0
_________ _______ ________ _________ _______ ____________
Total contributions 7 369 968 1,155 455 0
_________ _______ ________ _________ _______ ____________
Repayment of participant loans 0 45 81 131 115 (892)
_________ _______ ________ _________ _______ ____________
Total additions to plan 20 620 1,743 3,589 900 (890)
_________ _______ ________ _________ _______ ____________
Distributions to terminated and withdrawing
participants:
USLIFE Corporation common stock 0 0 0 0 0 0
Cash 0 98 373 603 428 90
_________ _______ ________ _________ _______ ____________
Total distributions 0 98 373 603 428 90
_________ _______ ________ _________ _______ ____________
Transfer of assets to loan fund 0 (18) (86) (115) (114) 1,057
Transfer of assets from (to) other funds 471 (1,959) (322) 21 (18) 0
Transfer of assets to (from) trustee 0 13,617 (6,949) (11,226) (6,668) 0
_________ _______ ________ _________ _______ ____________
Changes in plan equity 491 12,162 (5,987) (8,334) (6,328) 77
_________ _______ ________ _________ _______ ____________
Plan equity :
Beginning of year 0 0 5,987 8,334 6,328 2,221
_________ _______ ________ _________ _______ ____________
End of year $491 $12,162 $ 0 $ 0 $ 0 $2,298
========= ======= ======== ========= ======= ============
* Company contributions are allocated 100% to this fund.
25
Note 9
(Page 3 of 3)
USLIFE Corporation Employee Savings and Investment Plan
Allocation of Plan Income and Changes in Plan Equity to Investment Programs
For The Three Years Ended December 31, 1996
(Amounts in Thousands)
1994
___________________________________________________________________
Participant Directed Funds
_________________________________________________________
USLIFE Bankers
Corporation Bankers Bankers Trust
Common Trust Trust Short Loans
Total Stock Bond Equity Term To
Funds Fund * Fund Fund Fund Participants
________ ___________ _______ _______ ________ ____________
Investment income:
Dividends on common stock $ 633 $ 633 $ 0 $ 0 $ 0 $ 0
Income from pooled investment funds 269 14 0 1 254 0
Interest on loans to participants 145 63 23 34 25 0
________ ___________ _______ _______ ________ ____________
Total investment income 1,047 710 23 35 279 0
________ ___________ _______ _______ ________ ____________
Appreciation of USLIFE Corporation common stock
distributed to terminated and withdrawing
participants 50 50 0 0 0 0
Net gain on sale of securities 434 0 202 232 0 0
Unrealized appreciation or (depreciation) of
plan assets (2,967) (1,820) (331) (816) 0 0
________ ___________ _______ _______ ________ ____________
Subtotal (1,436) (1,060) (106) (549) 279 0
________ ___________ _______ _______ ________ ____________
Contributions:
Rollover 220 48 81 88 3 0
Participant 3,814 1,082 522 1,153 1,057 0
Employer:
USLIFE Corporation common stock 1,156 1,156 0 0 0 0
Cash 629 629 0 0 0 0
________ ___________ _______ _______ ________ ____________
Total contributions 5,819 2,915 603 1,241 1,060 0
________ ___________ _______ _______ ________ ____________
Repayment of participant loans 0 419 105 136 114 (774)
________ ___________ _______ _______ ________ ____________
Total additions to plan 4,383 2,274 602 828 1,453 (774)
________ ___________ _______ _______ ________ ____________
Distributions to terminated and withdrawing
participants:
USLIFE Corporation common stock 158 158 0 0 0 0
Cash 3,297 1,485 589 658 501 64
________ ___________ _______ _______ ________ ____________
Total distributions 3,455 1,643 589 658 501 64
________ ___________ _______ _______ ________ ____________
Transfer of assets to loan fund 0 (512) (129) (181) (158) 980
Transfer of assets from (to) other funds 0 0 0 0 0 0
Transfer of assets to (from) trustee 0 0 0 0 0 0
________ ___________ _______ _______ ________ ____________
Changes in plan equity 928 119 (116) (11) 794 142
________ ___________ _______ _______ ________ ____________
Plan equity :
Beginning of year 40,846 18,785 6,103 8,345 5,534 2,079
________ ___________ _______ _______ ________ ____________
End of year $41,774 $18,904 $5,987 $8,334 $6,328 $2,221
======== =========== ======= ======= ======== ============
* Company contributions are allocated 100% to this fund.
26
CONSENT OF INDEPENDENT ACCOUNTANTS
__________________________________
The Board of Directors and Shareholders
USLIFE Corporation:
We consent to incorporation by reference in Registration
Statements Nos. 2-75011 and 33-13999 on Form S-8 of USLIFE
Corporation of our report dated May 2, 1997, relating to the
statements of financial position of the USLIFE Corporation
Employee Savings and Investment Plan as of December 31, 1996 and
1995, and the related statements of income and changes in plan
equity for each of the years in the three-year period ended
December 31, 1996, which report appears in the December 31, 1996
annual report on Form 11-K of the Plan.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
New York, New York
May 2, 1997
