<PAGE>1
_______________________________________________________________________________
_______________________________________________________________________________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-K/A
Amendment No. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________________ to ____________________
Commission file number 1-5683
USLIFE Corporation
(Exact name of Registrant as specified in its charter)
New York 13-2578598
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
125 Maiden Lane, New York, N. Y. 10038
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 709-6000
_____________________
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
___________________ ______________________
New York Stock Exchange
Common Stock, par value $1 per share Chicago Stock Exchange
Common Stock Purchase Rights Pacific Stock Exchange
_____________________
Securities registered pursuant to Section 12(g) of the Act:
Preferred Stock, $4.50 Preferred Stock, $5.00
Series A Convertible, Series B Convertible,
par value $1 per share par value $1 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....X.... No.......
_____________________
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated herein by reference in Part III of this Form 10-K or
any amendment to this Form 10-K. [ ]
The aggregate market value of voting stock held by non-affiliates of the
Registrant as of February 24, 1994 was approximately $877,000,000.
_____________________
The number of shares outstanding of the Registrant's Common Stock as of
February 24, 1994 was 22,661,792.
_______________________________________________________________________________
_______________________________________________________________________________
DOCUMENTS INCORPORATED BY REFERENCE
Specified information in USLIFE Corporation's definitive proxy statement
to be filed within 120 days after the end of USLIFE's fiscal year ended
December 31, 1993 for use in connection with the Annual Meeting of Shareholders
to be held on May 17, 1994, is incorporated by reference in Parts I and III
hereof.
<PAGE>2
USLIFE Corporation
Form 10K/A
For the Fiscal Year Ended December 31, 1993
Amendment No. 1
INDEX
Page No.
________
Signatures.............................................. 3
Amendments:
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K......................... 4
EDGAR Exhibit 99, Index to Exhibits................... 10
Inclusion of the following Exhibit:
99 (i) Annual Report on Form 11-K of USLIFE
Corporation Employee Savings and
Investment Plan for the plan year ended
December 31, 1993........................... 17
<PAGE>3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: April 1, 1994
USLIFE Corporation
_________________________________________
(Registrant)
by /s/ Greer F. Henderson
_________________________________________
Greer F. Henderson
Vice Chairman and Chief Financial Officer
<PAGE>4
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) 1 and 2. Financial Statements and Financial Statement Schedules of
USLIFE and Subsidiaries.
See separate Index to Financial Statements and Financial Statement
Schedules on page 44.
For the purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
undersigned registrant hereby undertakes as follows, which undertaking shall be
incorporated by reference into registrant's Registration Statements on Form S-8
Nos. 33-40793 (filed June 23, 1991), 33-13999 (filed May 11, 1987) and 2-77278
(filed April 30, 1982):
Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(a) 3. Exhibits.
3 (i) - Restated Certificate of Incorporation, as amended,
incorporated herein by reference to USLIFE's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1993.
3 (ii) - By-laws, as amended, incorporated herein by reference to
USLIFE's Annual Report on Form 10-K for the year ended December
31, 1992.
4 (i) - See Exhibit 3(i).
(ii) - Indenture dated as of October 1, 1982 (9.15% Notes due June
15, 1999, 6.75% Notes due January 15, 1998, and 6.375% Notes due
June 15, 2000) incorporated herein by reference to USLIFE's
Registration Statement No. 2-79559 on Form S-3.
Agreements or instruments with respect to long-term debt which
are not filed as exhibits hereto do not in total exceed 10% of
USLIFE's consolidated total assets and USLIFE agrees to furnish
a copy thereof to the Commission upon request.
(iii) - Amended and Restated Rights Agreement, dated as of June 24,
1986 and amended and restated as of January 24, 1989, between
USLIFE Corporation and Manufacturers Hanover Trust Company
(predecessor to Chemical Bank), as Rights Agent, relating to
Common Stock Purchase Rights issued by USLIFE on July 10, 1986,
incorporated herein by reference to USLIFE's Current Report on
Form 8-K dated January 24, 1989.
10 * (i) - 1981 Stock Option Plan, incorporated herein by reference to
USLIFE's Annual Report on Form 10-K for the year ended
December 31, 1981.
* (ii) - Employment contract dated as of April 1, 1989 between USLIFE
Corporation and Gordon E. Crosby, Jr., incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1989.
<PAGE>5
* (iii) - First Amendment dated as of May 1, 1989 to employment
contract dated as of April 1, 1989 between USLIFE Corporation
and Gordon E. Crosby, Jr., incorporated herein by reference to
USLIFE's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1989.
* (iv) - Second Amendment dated as of May 1, 1990 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Gordon E. Crosby, Jr., incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1990.
* (v) - Third Amendment dated as of May 1, 1991 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Gordon E. Crosby, Jr., incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1991.
* (vi) - Fourth Amendment dated as of May 1, 1992 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Gordon E. Crosby, Jr., incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1992.
* (vii) - Fifth Amendment dated as of February 1, 1993 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Gordon E. Crosby, Jr., incorporated herein by
reference to USLIFE's Annual Report on Form 10-K for the year
ended December 31, 1992.
* (viii) - Sixth Amendment dated as of May 1, 1993 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Gordon E. Crosby, Jr., incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993.
* (ix) - Employment contract dated as of April 1, 1989 between USLIFE
Corporation and Greer F. Henderson, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1989.
* (x) - First Amendment dated as of May 1, 1989 to employment
contract dated as of April 1, 1989, between USLIFE Corporation
and Greer F. Henderson, incorporated herein by reference to
USLIFE's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1989.
* (xi) - Second Amendment dated as of May 1, 1990 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Greer F. Henderson, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1990.
* (xii) - Third Amendment dated as of May 1, 1991 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Greer F. Henderson, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1991.
* (xiii) - Fourth Amendment dated as of May 1, 1992 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Greer F. Henderson, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1992.
* (xiv) - Fifth Amendment dated as of May 1, 1993 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Greer F. Henderson, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993.
* (xv) - Employment contract dated as of April 1, 1989 between USLIFE
Corporation and Wesley E. Forte, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1989.
<PAGE>6
* (xvi) - First Amendment dated as of May 1, 1989 to employment
contract dated as of April 1, 1989 between USLIFE Corporation
and Wesley E. Forte, incorporated herein by reference to
USLIFE's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1989.
* (xvii) - Second Amendment dated as of May 1, 1990 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Wesley E. Forte, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1990.
* (xviii)- Third Amendment dated as of May 1, 1991 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Wesley E. Forte.
* (xix) - Fourth Amendment dated as of May 1, 1993 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Wesley E. Forte, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993.
* (xx) - Employment contract dated as of April 1, 1989 between USLIFE
Corporation and John D. Gavrity, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1989.
* (xxi) - First Amendment dated as of May 1, 1989 to employment
contract dated as of April 1, 1989 between USLIFE Corporation
and John D. Gavrity, incorporated herein by reference to
USLIFE's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1989.
* (xxii) - Second Amendment dated as of May 1, 1990 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and John D. Gavrity, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1990.
* (xxiii)- Third Amendment dated as of May 1, 1991 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and John D. Gavrity, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1991.
* (xxiv) - Fourth Amendment dated as of May 1, 1992 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and John D. Gavrity, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1992.
* (xxv) - Fifth Amendment dated as of May 1, 1993 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and John D. Gavrity, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993.
* (xxvi) - Employment contract dated as of April 1, 1989 between USLIFE
Corporation and Christopher S. Ruisi, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1989.
* (xxvii)- First Amendment dated as of May 1, 1989 to employment
contract dated as of April 1, 1989 between USLIFE Corporation
and Christopher S. Ruisi, incorporated herein by reference to
USLIFE's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1989.
* (xxviii)- Second Amendment dated as of May 1, 1990 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Christopher S. Ruisi, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1990.
<PAGE>7
* (xxix) - Third Amendment dated as of May 1, 1991 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Christopher S. Ruisi, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1991.
* (xxx) - Fourth Amendment dated as of May 1, 1992 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Christopher S. Ruisi, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1992.
* (xxxi) - Fifth Amendment dated as of May 1, 1993 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Christopher S. Ruisi, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993.
* (xxxii)- Employment contract dated as of April 1, 1989 between USLIFE
Corporation and A. Scott Bushey, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1989.
* (xxxiii)- First Amendment dated as of May 1, 1989 to employment
contract dated as of April 1, 1989 between USLIFE Corporation
and A. Scott Bushey, incorporated herein by reference to
USLIFE's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1989.
* (xxxiv)- Second Amendment dated as of May 1, 1990 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and A. Scott Bushey, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1990.
* (xxxv) - Third Amendment dated as of May 1, 1991 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and A. Scott Bushey, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1991.
* (xxxvi)- Fourth Amendment dated as of May 1, 1992 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and A. Scott Bushey, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1992.
* (xxxvii)- Fifth Amendment dated as of May 1, 1993 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and A. Scott Bushey, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993.
*(xxxviii)- Employment contract dated as of April 16, 1990 between USLIFE
Corporation and William A. Simpson, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1990.
* (xxxix)- First Amendment dated as of May 1, 1991 to employment
contract dated as of April 16, 1990 between USLIFE Corporation
and William A. Simpson, incorporated herein by reference to
USLIFE's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1991.
* (xl) - Second Amendment dated as of May 1, 1992 to employment
contract dated as of April 16, 1990, as amended, between USLIFE
Corporation and William A. Simpson, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1992.
* (xli) - Third Amendment dated as of October 1, 1992 to employment
contract dated as of April 16, 1990, as amended, between USLIFE
Corporation and William A. Simpson, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1992.
<PAGE>8
* (xlii) - Third Amendment dated as of May 1, 1993 to employment
contract dated as of April 16, 1990, as amended, between USLIFE
Corporation and William A. Simpson, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993.
* (xliii)- Employment contract dated as of April 1, 1991 between USLIFE
Corporation and Robert J. Casper, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1992.
* (xliv) - First amendment dated as of May 1, 1992 to employment
contract dated as of April 1, 1991 between USLIFE Corporation
and Robert J. Casper, incorporated herein by reference to
USLIFE's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1992.
* (xlv) - Second Amendment dated as of October 1, 1992 to employment
contract dated as of April 1, 1991, as amended, between USLIFE
Corporation and Robert J. Casper, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1992.
* (xlvi) - Second Amendment dated as of May 1, 1993 to employment
contract dated as of April 1, 1991, as amended, between USLIFE
Corporation and Robert J. Casper, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993.
* (xlvii)- 1978 Stock Option Plan, incorporated herein by reference to
USLIFE's Annual Report on Form 10-K for the year ended December
31, 1980.
* (xlviii)- Deferred Compensation Plan, incorporated herein by reference
to USLIFE's Annual Report on Form 10-K for the year ended
December 31, 1980.
* (il) - Book Unit Plan, incorporated herein by reference to USLIFE's
Annual Report on Form 10-K for the year ended December 31, 1980.
(l) - Lease dated as of December 30, 1986 between The United States
Life Insurance Company In the City of New York and RREEF USA
Fund-III for the lease of a portion of 125 Maiden Lane, New
York, New York, incorporated herein by reference to USLIFE's
Annual Report on Form 10-K for the year ended December 31, 1986.
(li) - Amendment to Lease dated August 31, 1988 to Lease dated as of
December 30, 1986 between The United States Life Insurance
Company In the City of New York and RREEF USA Fund-III for the
lease of a portion of 125 Maiden Lane, New York, New York,
incorporated herein by reference to USLIFE's Annual Report on
Form 10-K for the year ended December 31, 1988.
(lii) - Second Amendment to Lease dated November 16, 1988 to Lease
dated as of December 30, 1986 between The United States Life
Insurance Company In the City of New York and RREEF USA Fund-III
for the lease of a portion of 125 Maiden Lane, New York, New
York, incorporated herein by reference to USLIFE's Annual Report
on Form 10-K for the year ended December 31, 1988.
(liii) - Lease dated May 21, 1987 between The United States Life
Insurance Company In the City of New York and Commercial Realty
& Resources Corp. for the lease of premises at the Jumping Brook
Corporate Office Park in Neptune, New Jersey, incorporated
herein by reference to USLIFE's Annual Report on Form 10-K for
the year ended December 31, 1988.
<PAGE>9
(liv) - February 9, 1989 Amendment to Lease dated May 21, 1987
between The United States Life Insurance Company In the City of
New York and Commercial Realty & Resources Corp. for the lease
of premises at the Jumping Brook Corporate Office Park in
Neptune, New Jersey, incorporated herein by reference to
USLIFE's Annual Report on Form 10-K for the year ended December
31, 1988.
* (lv) - Retirement Plan for Outside Directors effective February 28,
1989, incorporated herein by reference to USLIFE's Annual Report
on Form 10-K for the year ended December 31, 1988.
* (lvi) - USLIFE Corporation Restricted Stock Plan effective January 1,
1989, incorporated herein by reference to USLIFE's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1989.
* (lvii) - Trust Agreement made as of September 25, 1990 among USLIFE
Corporation, Manufacturers Hanover Trust Company (predecessor to
Chemical Bank) and KPMG Peat Marwick (as independent contractor)
establishing a trust to fund certain employment contracts,
incorporated herein by reference to USLIFE's Annual Report on
Form 10-K for the year ended December 31, 1990.
* (lviii)- Trust Agreement made as of September 25, 1990 among USLIFE
Corporation, Manufacturers Hanover Trust Company (predecessor to
Chemical Bank) and KPMG Peat Marwick (as independent contractor)
establishing a trust to fund the USLIFE Corporation Supplemental
Retirement Plan, incorporated herein by reference to USLIFE's
Annual Report on Form 10-K for the year ended December 31, 1990.
* (lix) - Trust Agreement made as of September 25, 1990 among USLIFE
Corporation, Manufacturers Hanover Trust Company (predecessor to
Chemical Bank) and KPMG Peat Marwick (as independent contractor)
establishing a trust to fund the USLIFE Corporation Retirement
Plan for Outside Directors, incorporated herein by reference to
USLIFE's Annual Report on Form 10-K for the year ended December
31, 1990.
* (lx) - 1991 Stock Option Plan, incorporated herein by reference to
USLIFE's Annual Report on Form 10-K for the year ended December
31, 1991.
12 - Computations of ratios of earnings to fixed charges.
21 - List of Subsidiaries.
23 - Consent of Independent Certified Public Accountants (see page
41).
99 (i) - Annual Report on Form 11-K of USLIFE Corporation Employee
Savings and Investment Plan for the plan year ended December 31,
1993.
99 (ii) - Trust Agreement made as of December 6, 1990 among USLIFE
Corporation, Manufacturers Hanover Trust Company (predecessor to
Chemical Bank), and KPMG Peat Marwick (as independent
contractor) establishing a trust to fund the USLIFE Corporation
Retirement Plan, incorporated herein by reference to USLIFE's
Annual Report on Form 10-K for the year ended December 31, 1990.
* Indicates a management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K.
No Current Report on Form 8-K has been filed for the last quarter of the
fiscal year ended December 31, 1993.
<PAGE>10
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________
EXHIBITS
FILED WITH
Annual Report on Form 10-K
For the Fiscal Year Ended December 31, 1993
__________________________________________________
USLIFE Corporation
<PAGE>11
USLIFE Corporation
Index to Exhibits
Exhibit
Number Exhibit
_______ _______
3 (i) - Restated Certificate of Incorporation, as amended,
incorporated herein by reference to USLIFE's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1993.
3 (ii) - By-laws, as amended, incorporated herein by reference to
USLIFE's Annual Report on Form 10-K for the year ended December
31, 1992.
4 (i) - See Exhibit 3(i).
(ii) - Indenture dated as of October 1, 1982 (9.15% Notes due June
15, 1999, 6.75% Notes due January 15, 1998, and 6.375% Notes due
June 15, 2000) incorporated herein by reference to USLIFE's
Registration Statement No. 2-79559 on Form S-3.
Agreements or instruments with respect to long-term debt which
are not filed as exhibits hereto do not in total exceed 10% of
USLIFE's consolidated total assets and USLIFE agrees to furnish
a copy thereof to the Commission upon request.
(iii) - Amended and Restated Rights Agreement, dated as of June 24,
1986 and amended and restated as of January 24, 1989, between
USLIFE Corporation and Manufacturers Hanover Trust Company
(predecessor to Chemical Bank), as Rights Agent, relating to
Common Stock Purchase Rights issued by USLIFE on July 10, 1986,
incorporated herein by reference to USLIFE's Current Report on
Form 8-K dated January 24, 1989.
10 * (i) - 1981 Stock Option Plan, incorporated herein by reference to
USLIFE's Annual Report on Form 10-K for the year ended December
31, 1981.
* (ii) - Employment contract dated as of April 1, 1989 between USLIFE
Corporation and Gordon E. Crosby, Jr., incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1989.
* (iii) - First Amendment dated as of May 1, 1989 to employment
contract dated as of April 1, 1989 between USLIFE Corporation
and Gordon E. Crosby, Jr., incorporated herein by reference to
USLIFE's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1989.
* (iv) - Second Amendment dated as of May 1, 1990 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Gordon E. Crosby, Jr., incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1990.
* (v) - Third Amendment dated as of May 1, 1991 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Gordon E. Crosby, Jr., incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1991.
* (vi) - Fourth Amendment dated as of May 1, 1992 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Gordon E. Crosby, Jr., incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1992.
<PAGE>12
USLIFE Corporation
Index to Exhibits
Exhibit
Number Exhibit
_______ _______
* (vii) - Fifth Amendment dated as of February 1, 1993 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Gordon E. Crosby, Jr., incorporated herein by
reference to USLIFE's Annual Report on Form 10-K for the year
ended December 31, 1992.
* (viii) - Sixth Amendment dated as of May 1, 1993 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Gordon E. Crosby, Jr., incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993.
* (ix) - Employment contract dated as of April 1, 1989 between USLIFE
Corporation and Greer F. Henderson, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1989.
* (x) - First Amendment dated as of May 1, 1989 to employment
contract dated as of April 1, 1989, between USLIFE Corporation
and Greer F. Henderson, incorporated herein by reference to
USLIFE's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1989.
* (xi) - Second Amendment dated as of May 1, 1990 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Greer F. Henderson, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1990.
* (xii) - Third Amendment dated as of May 1, 1991 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Greer F. Henderson, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1991.
* (xiii) - Fourth Amendment dated as of May 1, 1992 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Greer F. Henderson, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1992.
* (xiv) - Fifth Amendment dated as of May 1, 1993 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Greer F. Henderson, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993.
* (xv) - Employment contract dated as of April 1, 1989 between USLIFE
Corporation and Wesley E. Forte, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1989.
* (xvi) - First Amendment dated as of May 1, 1989 to employment
contract dated as of April 1, 1989 between USLIFE Corporation
and Wesley E. Forte, incorporated herein by reference to
USLIFE's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1989.
* (xvii) - Second Amendment dated as of May 1, 1990 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Wesley E. Forte, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1990.
* (xviii)- Third Amendment dated as of May 1, 1991 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Wesley E. Forte.
* (xix) - Fourth Amendment dated as of May 1, 1993 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Wesley E. Forte, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993.
<PAGE>13
USLIFE Corporation
Index to Exhibits
Exhibit
Number Exhibit
_______ _______
* (xx) - Employment contract dated as of April 1, 1989 between USLIFE
Corporation and John D. Gavrity, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1989.
* (xxi) - First Amendment dated as of May 1, 1989 to employment
contract dated as of April 1, 1989 between USLIFE Corporation
and John D. Gavrity, incorporated herein by reference to
USLIFE's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1989.
* (xxii) - Second Amendment dated as of May 1, 1990 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and John D. Gavrity, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1990.
* (xxiii)- Third Amendment dated as of May 1, 1991 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and John D. Gavrity, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1991.
* (xxiv) - Fourth Amendment dated as of May 1, 1992 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and John D. Gavrity, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1992.
* (xxv) - Fifth Amendment dated as of May 1, 1993 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and John D. Gavrity, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993.
* (xxvi) - Employment contract dated as of April 1, 1989 between USLIFE
Corporation and Christopher S. Ruisi, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1989.
* (xxvii)- First Amendment dated as of May 1, 1989 to employment
contract dated as of April 1, 1989 between USLIFE Corporation
and Christopher S. Ruisi, incorporated herein by reference to
USLIFE's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1989.
* (xxviii)- Second Amendment dated as of May 1, 1990 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Christopher S. Ruisi, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1990.
* (xxix) - Third Amendment dated as of May 1, 1991 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Christopher S. Ruisi, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1991.
* (xxx) - Fourth Amendment dated as of May 1, 1992 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Christopher S. Ruisi, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1992.
* (xxxi) - Fifth Amendment dated as of May 1, 1993 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and Christopher S. Ruisi, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993.
* (xxxii)- Employment contract dated as of April 1, 1989 between USLIFE
Corporation and A. Scott Bushey, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1989.
<PAGE>14
USLIFE Corporation
Index to Exhibits
Exhibit
Number Exhibit
_______ _______
* (xxxiii)- First Amendment dated as of May 1, 1989 to employment
contract dated as of April 1, 1989 between USLIFE Corporation
and A. Scott Bushey, incorporated herein by reference to
USLIFE's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1989.
* (xxxiv)- Second Amendment dated as of May 1, 1990 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and A. Scott Bushey, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1990.
* (xxxv) - Third Amendment dated as of May 1, 1991 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and A. Scott Bushey, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1991.
* (xxxvi)- Fourth Amendment dated as of May 1, 1992 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and A. Scott Bushey, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1992.
* (xxxvii)- Fifth Amendment dated as of May 1, 1993 to employment
contract dated as of April 1, 1989, as amended, between USLIFE
Corporation and A. Scott Bushey, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993.
*(xxxviii)- Employment contract dated as of April 16, 1990 between USLIFE
Corporation and William A. Simpson, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1990.
* (xxxix)- First Amendment dated as of May 1, 1991 to employment
contract dated as of April 16, 1990 between USLIFE Corporation
and William A. Simpson, incorporated herein by reference to
USLIFE's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1991.
* (xl) - Second Amendment dated as of May 1, 1992 to employment
contract dated as of April 16, 1990, as amended, between USLIFE
Corporation and William A. Simpson, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1992.
* (xli) - Third Amendment dated as of October 1, 1992 to employment
contract dated as of April 16, 1990, as amended, between USLIFE
Corporation and William A. Simpson, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1992.
* (xlii) - Third Amendment dated as of May 1, 1993 to employment
contract dated as of April 16, 1990, as amended, between USLIFE
Corporation and William A. Simpson, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993.
* (xliii)- Employment contract dated as of April 1, 1991 between USLIFE
Corporation and Robert J. Casper, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1992.
* (xliv) - First amendment dated as of May 1, 1992 to employment
contract dated as of April 1, 1991 between USLIFE Corporation
and Robert J. Casper, incorporated herein by reference to
USLIFE's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1992.
* (xlv) - Second Amendment dated as of October 1, 1992 to employment
contract dated as of April 1, 1991, as amended, between USLIFE
Corporation and Robert J. Casper, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1992.
<PAGE>15
USLIFE Corporation
Index to Exhibits
Exhibit
Number Exhibit
_______ _______
* (xlvi) - Second Amendment dated as of May 1, 1993 to employment
contract dated as of April 1, 1991, as amended, between USLIFE
Corporation and Robert J. Casper, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993.
* (xlvii)- 1978 Stock Option Plan, incorporated herein by reference to
USLIFE's Annual Report on Form 10-K for the year ended December
31, 1980.
* (xlviii)- Deferred Compensation Plan, incorporated herein by reference
to USLIFE's Annual Report on Form 10-K for the year ended
December 31, 1980.
* (il) - Book Unit Plan, incorporated herein by reference to USLIFE's
Annual Report on Form 10-K for the year ended December 31, 1980.
(l) - Lease dated as of December 30, 1986 between The United States
Life Insurance Company In the City of New York and RREEF USA
Fund-III for the lease of a portion of 125 Maiden Lane, New
York, New York, incorporated herein by reference to USLIFE's
Annual Report on Form 10-K for the year ended December 31, 1986.
(li) - Amendment to Lease dated August 31, 1988 to Lease dated as of
December 30, 1986 between The United States Life Insurance
Company In the City of New York and RREEF USA Fund-III for the
lease of a portion of 125 Maiden Lane, New York, New York,
incorporated herein by reference to USLIFE's Annual Report on
Form 10-K for the year ended December 31, 1988.
(lii) - Second Amendment to Lease dated November 16, 1988 to Lease
dated as of December 30, 1986 between The United States Life
Insurance Company In the City of New York and RREEF USA Fund-III
for the lease of a portion of 125 Maiden Lane, New York, New
York, incorporated herein by reference to USLIFE's Annual Report
on Form 10-K for the year ended December 31, 1988.
(liii) - Lease dated May 21, 1987 between The United States Life
Insurance Company In the City of New York and Commercial Realty
& Resources Corp. for the lease of premises at the Jumping Brook
Corporate Office Park in Neptune, New Jersey, incorporated
herein by reference to USLIFE's Annual Report on Form 10-K for
the year ended December 31, 1988.
(liv) - February 9, 1989 Amendment to Lease dated May 21, 1987
between The United States Life Insurance Company In the City of
New York and Commercial Realty & Resources Corp. for the lease
of premises at the Jumping Brook Corporate Office Park in
Neptune, New Jersey, incorporated herein by reference to
USLIFE's Annual Report on Form 10-K for the year ended December
31, 1988.
* (lv) - Retirement Plan for Outside Directors effective February 28,
1989, incorporated herein by reference to USLIFE's Annual Report
on Form 10-K for the year ended December 31, 1988.
* (lvi) - USLIFE Corporation Restricted Stock Plan effective January 1,
1989, incorporated herein by reference to USLIFE's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1989.
<PAGE>16
USLIFE Corporation
Index to Exhibits
Exhibit
Number Exhibit
_______ _______
* (lvii) - Trust Agreement made as of September 25, 1990 among USLIFE
Corporation, Manufacturers Hanover Trust Company (predecessor to
Chemical Bank) and KPMG Peat Marwick (as independent contractor)
establishing a trust to fund certain employment contracts,
incorporated herein by reference to USLIFE's Annual Report on
Form 10-K for the year ended December 31, 1990.
* (lviii)- Trust Agreement made as of September 25, 1990 among USLIFE
Corporation, Manufacturers Hanover Trust Company (predecessor to
Chemical Bank) and KPMG Peat Marwick (as independent contractor)
establishing a trust to fund the USLIFE Corporation Supplemental
Retirement Plan, incorporated herein by reference to USLIFE's
Annual Report on Form 10-K for the year ended December 31, 1990.
* (lix) - Trust Agreement made as of September 25, 1990 among USLIFE
Corporation, Manufacturers Hanover Trust Company (predecessor to
Chemical Bank) and KPMG Peat Marwick (as independent contractor)
establishing a trust to fund the USLIFE Corporation Retirement
Plan for Outside Directors, incorporated herein by reference to
USLIFE's Annual Report on Form 10-K for the year ended December
31, 1990.
* (lx) - 1991 Stock Option Plan, incorporated herein by reference to
USLIFE's Annual Report on Form 10-K for the year ended December
31, 1991.
12 - Computations of ratios of earnings to fixed charges.
21 - List of Subsidiaries.
23 - Consent of Independent Certified Public Accountants (included
in USLIFE's Annual Report on Form 10-K for the year ended
December 31, 1993).
99 (i) - Annual Report on Form 11-K of USLIFE Corporation Employee
Savings and Investment Plan for the plan year ended December 31,
1993.
99 (ii) - Trust Agreement made as of December 6, 1990 among USLIFE
Corporation, Manufacturers Hanover Trust Company (predecessor to
Chemical Bank), and KPMG Peat Marwick (as independent
contractor) establishing a trust to fund the USLIFE Corporation
Retirement Plan, incorporated herein by reference to USLIFE's
Annual Report on Form 10-K for the year ended December 31, 1990.
* Indicates a management contract or compensatory plan or arrangement.
<PAGE>17
ITEM 14(a)3 - 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 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
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
125 Maiden Lane
New York, New York 10038
<PAGE>18
USLIFE Corporation Employee Savings and Investment Plan
Index to Financial Statements and Financial Statement Schedules
Page
____
Independent Auditors' Report............................... 19
Statements of Financial Position as of
December 31, 1993 and 1992................................ 20
Statements of Income and Changes in Plan Equity
for the three years ended December 31, 1993............... 21
Notes to Financial Statements.............................. 22
Schedule I - Investments................................... *
Schedule II - Allocation of Plan Assets and Liabilities to
Investment Programs as of December 31, 1993 and 1992...... 31
Schedule III - Allocation of Plan Income and Changes in
Plan Equity to Investment Programs for the three years
ended December 31, 1993................................... 35
______________________
* Schedule I has been omitted because the required information is
incorporated in the financial statements or notes thereto.
<PAGE>19
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. In connection with our
audits of the financial statements, we have also audited
the financial statement schedules as listed in the
accompanying index. These financial statements and
financial statement schedules are the responsibility of
the Plan's management. Our responsibility is to express
an opinion on these financial statements and financial
statement schedules 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, 1993 and
1992, and the income and changes in its plan equity for
each of the years in the three-year period ended December
31, 1993, in conformity with generally accepted
accounting principles. Also in our opinion, the related
financial statement schedules, when considered in
relation to the basic financial statements taken as a
whole, present fairly, in all material respects, the
information set forth therein.
/s/ KPMG Peat Marwick
KPMG Peat Marwick
March 25, 1994
345 Park Avenue
New York, New York
<PAGE>20
USLIFE Corporation Employee Savings and Investment Plan
Statements of Financial Position
December 31, 1993 and 1992
Assets 1993 1992
______ ____ ____
Investments, at market (Notes 1 and 6):
USLIFE Corporation common stock $18,158,628 $16,347,300
Participation in Bankers Trust Company
Discretionary Account - Short Term
Investment Fund 5,601,727 5,530,331
Participation in Bankers Trust Company
Short / Intermediate Bond Fund -
General Employee Benefit Trust 6,160,487 5,205,468
Participation in Bankers Trust Company
Equity Fund - General Employee Benefit
Trust 8,319,977 6,157,166
Participation in Bankers Trust Company
Directed Account - Short Term Investment
Fund 632,871 537,859
Loans to participants 2,064,412 1,655,303
___________ ___________
Total investments 40,938,102 35,433,427
Investment income accrued 31,067 31,039
Accrued contributions receivable:
Participant 522 372
Employer - 3,048
___________ ___________
Total accrued contributions receivable 522 3,420
___________ ___________
Total assets $40,969,691 $35,467,886
=========== ===========
Liabilities and Plan Equity
___________________________
Distributions to terminated and withdrawing
participants payable $ 114,417 $ 373,717
Payable to Bankers Trust Company - 340,864
Forfeiture credits payable 9,441 25,654
Payable from purchases of investments - (29)
___________ ___________
Total liabilities 123,858 740,206
Plan equity 40,845,833 34,727,680
___________ ___________
Total liabilities and plan equity $40,969,691 $35,467,886
=========== ===========
See accompanying notes to financial statements.
<PAGE>21
USLIFE Corporation Employee Savings and Investment Plan
Statements of Income
and Changes in Plan Equity
For the Three Years Ended December 31, 1993
1993 1992 1991
____ ____ ____
Investment income:
Dividends on common stock $ 565,234 $ 486,409 $ 423,353
Income from pooled investment
funds 191,589 212,179 303,779
Interest on loans to
participants 146,437 137,498 111,638
___________ ___________ ___________
Total investment income 903,260 836,086 838,770
Appreciation of USLIFE
Corporation common stock
distributed to terminated and
withdrawing participants 61,870 9,460 380
Net gain on sale of securities 352,353 115,095 253
Unrealized appreciation
of plan assets (Notes
1 and 6) 1,923,905 2,540,982 6,798,303
___________ ___________ ___________
3,241,388 3,501,623 7,637,706
___________ ___________ ___________
Contributions (Notes 1 and 2):
Rollover 258,979 75,060 75,074
Participant 3,751,933 3,390,369 2,866,053
Employer:
USLIFE Corporation
common stock 1,097,881 947,772 598,397
Cash 692,655 661,050 822,774
___________ ___________ ___________
Total contributions 5,801,448 5,074,251 4,362,298
___________ ___________ ___________
Total additions to plan 9,042,836 8,575,874 12,000,004
___________ ___________ ___________
Distributions to terminated and
withdrawing participants:
USLIFE Corporation
common stock 310,701 115,938 159,258
Cash 2,613,982 2,706,071 2,366,322
___________ ___________ ___________
Total distributions 2,924,683 2,822,009 2,525,580
___________ ___________ ___________
Changes in plan equity 6,118,153 5,753,865 9,474,424
Plan equity:
Beginning of year 34,727,680 28,973,815 19,499,391
___________ ___________ ___________
End of year $40,845,833 $34,727,680 $28,973,815
=========== =========== ===========
See accompanying notes to financial statements.
<PAGE>22
USLIFE Corporation Employee Savings and Investment Plan
Notes to Financial Statements
(1) Summary of Significant Accounting Policies:
___________________________________________
(a) 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 consists of four funds:
Fund A - USLIFE Corporation Common Stock Fund
Fund B - Fixed Income Fund
Fund C - General Equity Fund
Fund D - Short Term Investment Fund
The Plan also grants loans to qualified participants, as
described under "Description of the Plan." The Plan was
established effective January 1, 1982.
(b) Investments of the USLIFE Corporation Common Stock Fund
consist primarily of common stock of USLIFE Corporation
("USLIFE"), which is stated at market value. USLIFE common
stock may be purchased for the Plan, at market value, by
Bankers Trust Company (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. Security transactions are
recognized on the trade date. Dividend income is recorded on
an accrual basis as of the ex-dividend date.
Investments of the Fixed Income Fund consist primarily of
participation in the Bankers Trust Short/Intermediate Bond
Fund - General Employee Benefit Trust ("GEBT") composed
principally of bonds, United States government securities and
other fixed income securities of companies other than USLIFE.
These investments are stated at market value.
Investments of the General Equity Fund consist primarily of
participation in the Bankers Trust Equity Fund - GEBT
composed of common stocks of companies other than USLIFE.
This fund also holds certain fixed income securities as
temporary investments. All investments in this fund are
stated at market value.
Investments of the Short Term Investment Fund ("STIF")
consist primarily of participation in the Bankers Trust
Discretionary Account composed of investments in short-term
securities of companies other than USLIFE. These investments
are stated at market value.
<PAGE>23
USLIFE Corporation Employee Savings and Investment Plan
Notes to Financial Statements
Unrealized appreciation (depreciation) for each fund at the
beginning and end of each year and the net increase (decrease)
for each year included in the Statements of Income and Changes in
Plan Equity are as follows:
1993
_______________________________________________________
Total Fund A Fund B Fund C Fund D
_____ ______ ______ ______ ______
Balance at beginning
of year $10,009,053 $ 6,366,146 $1,474,123 $2,168,784 $ --
Balance at end of year 11,932,958 7,173,774 1,839,385 2,919,799 --
___________ ___________ __________ __________ _____
Net change $ 1,923,905 $ 807,628 $ 365,262 $ 751,015 $ --
=========== =========== ========== ========== =====
1992
_______________________________________________________
Total Fund A Fund B Fund C Fund D
_____ ______ ______ ______ ______
Balance at beginning
of year $ 7,468,071 $ 4,431,732 $1,198,410 $1,837,929 $ --
Balance at end of year 10,009,053 6,366,146 1,474,123 2,168,784 --
___________ ___________ __________ __________ _____
Net change $ 2,540,982 $ 1,934,414 $ 275,713 $ 330,855 $ --
=========== =========== ========== ========== =====
1991
_______________________________________________________
Total Fund A Fund B Fund C Fund D
_____ ______ ______ ______ ______
Balance at beginning
of year $ 669,768 $ (735,843) $ 623,565 $ 782,046 $ --
Balance at end of year 7,468,071 4,431,732 1,198,410 1,837,929 --
___________ ___________ __________ __________ _____
Net change $ 6,798,303 $ 5,167,575 $ 574,845 $1,055,883 $ --
=========== =========== ========== ========== =====
(c) 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.
(d) Contributions made by USLIFE are reported net of forfeitures
of $96,366, $88,566 and $56,502 during 1993, 1992 and 1991,
respectively.
<PAGE>24
USLIFE Corporation Employee Savings and Investment Plan
Notes to Financial Statements
(2) 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 from a
minimum of 1% to a maximum of 12% of their salary, as defined
under the Plan, 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, $64,245 and
$62,345 in 1994, 1993 and 1992, respectively), up to 12% of
the employee's salary may be contributed on a pre-tax basis
under the ESP option. Those employees who are highly
compensated may contribute up to 7% of salary under the Extra
Savings Potential ("ESP") option. USLIFE will contribute an
amount equal to 100% of the employees' 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" for Plan Years after 1993. As a result,
contributions by Participants and Company Contributions during
the 1994 Plan Year 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.
Employees may designate that their contributions be invested
entirely in any one of the four available funds or in 25%
increments among two, three, or all four 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 participation and an additional 20% vesting
upon the completion of each additional year of participation
until 100% vesting is reached at the end of the fifth year of
participation. 100% of USLIFE contributions may also vest,
notwithstanding length of time in the Plan, under certain
conditions including retirement, death, permanent disability,
the acquisition of a specified percentage of the voting stock
of USLIFE by another entity under stated circumstances
("acquisition"), or the occurrence of any transaction
requiring the affirmative vote of 80% of the outstanding stock
of the Company entitled to vote under certain circumstances
("transaction"). Such an acquisition or transaction also
results in the inclusion of all severance payments in Salary
<PAGE>25
USLIFE Corporation Employee Savings and Investment Plan
Notes to Financial Statements
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 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. Withdrawals or distributions from the
USLIFE Corporation Common Stock Fund which are made by
officers of USLIFE Corporation or its subsidiaries who are
subject to the short-swing profit provisions of the Securities
Exchange Act of 1934 ("subject officers") will be paid in
shares of USLIFE Corporation common stock, unless the
Participant ceases further purchases of USLIFE Corporation
common stock under the Plan for six months, in which case the
withdrawal can be made in cash. All other 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 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
<PAGE>26
USLIFE Corporation Employee Savings and Investment Plan
Notes to Financial Statements
the one year period ending on the day before the new loan is
made. A loan which is funded in any part by the Participant's
holdings in the USLIFE Corporation Common Stock Fund, for
subject officers, will result in the suspension of further
purchases of USLIFE Corporation common stock for six months.
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
the average of three or more rates charged by commercial
lenders on comparable loans secured by passbook accounts.
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 in the month following the month during which the
loan proceeds are disbursed to the Participant, and are
accomplished 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 at the end of any month
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 remaining principal together with interest to the
date of repayment. A Participant may also consolidate or
renegotiate an outstanding Plan loan subject to certain
requirements. 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); Participants who are subject to the short swing profit
provisions of Section 16(b) of the Securities Exchange Act of
1934 must take any distribution from the USLIFE Corporation
Common Stock Fund while employed by the Company in shares
unless the distribution is being made in connection with a
Qualified Domestic Relations Order as defined by the Internal
Revenue Code or Title I of the Employee Retirement Income
Security Act, or the rules thereunder, in which case the
<PAGE>27
USLIFE Corporation Employee Savings and Investment Plan
Notes to Financial Statements
distribution may be taken in cash. Distributions of Funds B,
C, and D are paid in cash.
As of December 31, 1993 and 1992 there were 4,854,419 and
4,601,854 total units in Fund A, 1,562,614 and 1,406,436 total
units in Fund B, 1,634,931 and 1,361,194 total units in Fund C
and 2,137,157 and 2,177,637 total units in Fund D, with unit
values of $3.87 and $3.54, $3.91 and $3.55, $5.10 and $4.50
and $2.59 and $2.51, respectively.
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 Company
contributions are permitted to defer commencement of benefits
for up to sixty months. Participants subject to the short-
swing profit provisions of the Securities Exchange Act of 1934
who are making a withdrawal in connection with their
retirement or termination of employment may make such
withdrawals in the form of cash or USLIFE common stock.
Employees not subject to those Securities Exchange Act
requirements are permitted to make any withdrawals in the form
of cash or USLIFE common stock.
The Tax Reform Act of 1986 ("TRA") made major changes which
affect the provisions of the Plan. Adoption of the required
plan amendments is not required until the end of 1994 if the
Plan operates as if the new provisions had been formally
adopted. Briefly summarized, the required amendments 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. New nondiscrimination tests
contain a formula which limits the average contribution
percentages of "highly compensated employees," a group which
potentially includes those earning over $45,000 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.
<PAGE>28
USLIFE Corporation Employee Savings and Investment Plan
Notes to Financial Statements
(3) Changes in Investment in USLIFE Common Stock
____________________________________________
Changes in investment in USLIFE common stock, at cost, for the
years ended December 31, 1993 and 1992 were as follows:
1993 1992
___________________ __________________
Shares Cost Shares Cost
______ ____ ______ ____
USLIFE common stock:
Balance at January 1 450,960 $ 9,981,154 406,365 $8,538,081
Purchases 29,845 1,179,328 47,729 1,549,551
Distributions to participants
and sales of stock 7,616 175,628 3,134 106,478
_______ ___________ _______ __________
Balance at December 31 473,189 $10,984,854 450,960 $9,981,154
======= =========== ======= ==========
(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, 1993 and 1992 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.
(5) Federal Income Taxes
____________________
In July, 1986, the Plan received an Internal Revenue Service
determination stating that the Plan meets the requirements of
Section 401(a) of the Internal Revenue Code, as amended, 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 (2) of Notes to Financial Statements as to
the impact of the Tax Reform Act of 1986 on certain provisions of
the Plan.
<PAGE>29
USLIFE Corporation Employee Savings and Investment Plan
Notes to Financial Statements
(6) Net Unrealized Appreciation
___________________________
The net unrealized appreciation of the investments of the Plan at
December 31, 1993, 1992 and 1991 was as follows:
1993
______________________________________
Net
Unrealized
Cost Market Appreciation
____ ______ ____________
USLIFE Corporation common stock $10,984,854 $18,158,628 $ 7,173,774
Participation in Bankers Trust
Company Discretionary Account - STIF 5,601,727 5,601,727 --
Participation in Bankers Trust
Company Short/Intermediate Bond
Fund - GEBT 4,321,102 6,160,487 1,839,385
Participation in Bankers Trust
Company Equity Fund - GEBT 5,400,178 8,319,977 2,919,799
Participation in Bankers Trust
Company Directed Account - STIF 632,871 632,871 --
Loans to participants 2,064,412 2,064,412 --
___________ ___________ ___________
Total investments $29,005,144 $40,938,102 $11,932,958
=========== =========== ===========
1992
______________________________________
Net
Unrealized
Cost Market Appreciation
____ ______ ____________
USLIFE Corporation common stock $ 9,981,154 $16,347,300 $ 6,366,146
Participation in Bankers Trust
Company Discretionary Account - STIF 5,530,331 5,530,331 --
Participation in Bankers Trust
Company Short/Intermediate Bond
Fund - GEBT 3,731,345 5,205,468 1,474,123
Participation in Bankers Trust
Company Equity Fund - GEBT 3,988,382 6,157,166 2,168,784
Participation in Bankers Trust
Company Directed Account - STIF 537,859 537,859 --
Loans to participants 1,655,303 1,655,303 --
___________ ___________ ___________
Total investments $25,424,374 $35,433,427 $10,009,053
=========== =========== ===========
<PAGE>30
USLIFE Corporation Employee Savings and Investment Plan
Notes to Financial Statements
1991
______________________________________
Net
Unrealized
Cost Market Appreciation
____ ______ ____________
USLIFE Corporation common stock $ 8,538,081 $12,969,813 $4,431,732
Participation in Bankers Trust
Company Discretionary Account - STIF 5,215,659 5,215,659 --
Participation in Bankers Trust
Company Short/Intermediate Bond
Fund - GEBT 3,079,562 4,277,972 1,198,410
Participation in Bankers Trust
Company Equity Fund - GEBT 2,906,049 4,743,978 1,837,929
Participation in Bankers Trust
Company Directed Account - STIF 273,611 273,611 --
Loans to participants 1,498,766 1,498,766 --
___________ ___________ __________
Total investments $21,511,728 $28,979,799 $7,468,071
=========== =========== ==========
(7) 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. 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.
<PAGE>31
<TABLE>
Schedule II
USLIFE Corporation Employee Savings and Investment Plan
(Page 1 of 2)
Allocation of Plan Assets and Liabilities to Investment Programs
December 31, 1993 and 1992
<CAPTION>
December 31, 1993
____________________________________________________________________
Fund A -
USLIFE
Corporation Fund B - Fund C - Fund D -
Common Fixed General Short Term
Stock Income Equity Investment
Assets Total Funds Fund Fund Fund Fund
______ ___________ ___________ __________ __________ __________
<S> <C> <C> <C> <C> <C>
Investments, at market value:
USLIFE Corporation common stock $18,158,628 $18,158,628 $ -- $ -- $ --
Participation in Bankers Trust Company
Discretionary Account - STIF 5,601,727 -- -- -- 5,601,727
Participation in Bankers Trust Company
Short/Intermediate Bond Fund - GEBT 6,160,487 -- 6,160,487 -- --
Participation in Bankers Trust Company
Equity Fund -GEBT 8,319,977 -- -- 8,319,977 --
Participation in Bankers Trust Company
Directed Account - STIF 632,871 625,072 -- -- --
Loans to participants 2,064,412 -- -- -- --
____________ ____________ ___________ ___________ ___________
Total investments 40,938,102 18,783,700 6,160,487 8,319,977 5,601,727
Investment income accrued 31,067 8,031 1,837 2,713 18,373
Accrued contributions receivable (refundable) (a):
Participant 522 15,063 11,286 15,103 (40,930)
Employer -- -- -- -- --
Inter-fund balances -- 63,808 (65,380) 14,095 (12,523)
____________ ___________ ___________ ___________ ___________
Total accrued contributions receivable 522 78,871 (54,094) 29,198 (53,453)
____________ ___________ ___________ ___________ ___________
Remittances on participant loans
pending investment -- 31,010 13,876 12,479 12,229
Loans receivable -- -- -- -- --
____________ ___________ ___________ ___________ ___________
Total assets $40,969,691 $18,901,612 $6,122,106 $8,364,367 $5,578,876
============ ============ =========== =========== ===========
Liabilities and Plan Equity
Distributions to terminated and withdrawing
participants payable (cash) $ 114,417 $ 59,210 $ 9,540 $ 11,842 $ 25,302
Payable to Bankers Trust Company -- -- -- -- --
Forfeiture credits payable 9,441 9,441 -- -- --
Payable from unallocated loan disbursements -- -- -- -- --
Loans payable -- 47,951 9,202 7,459 19,088
Payable from purchases of investments -- -- -- -- --
____________ ____________ ___________ ___________ ___________
Total liabilities 123,858 116,602 18,742 19,301 44,390
Plan equity 40,845,833 18,785,010 6,103,364 8,345,066 5,534,486
____________ ____________ ___________ ___________ ___________
Total liabilities and plan equity $40,969,691 $18,901,612 $6,122,106 $8,364,367 $5,578,876
============ ============ =========== =========== ===========
(a) Net of inter-fund receivables and payables.
</TABLE>
<PAGE>32
<TABLE>
Schedule II
USLIFE Corporation Employee Savings and Investment Plan
(Page 1 of 2) (Continued)
Allocation of Plan Assets and Liabilities to Investment Programs
December 31, 1993 and 1992
<CAPTION>
December 31, 1993
_______________________________
Loans Inter-Fund
to Consolidating
Assets Participants Adjustments
______ ____________ _____________
<S> <C> <C>
Investments, at market value:
USLIFE Corporation common stock $ -- $ --
Participation in Bankers Trust Company
Discretionary Account - STIF -- --
Participation in Bankers Trust Company
Short/Intermediate Bond Fund - GEBT -- --
Participation in Bankers Trust Company
Equity Fund -GEBT -- --
Participation in Bankers Trust Company
Directed Account - STIF 7,799 --
Loans to participants 2,064,412 --
____________ __________
Total investments 2,072,211 --
Investment income accrued 113 --
Accrued contributions receivable (refundable) (a): --
Participant -- --
Employer -- --
Inter-fund balances -- --
____________ __________
Total accrued contributions receivable -- --
____________ __________
Remittances on participant loans
pending investment -- (69,594)
Loans receivable -- --
____________ __________
Total assets $2,072,324 $ (69,594)
============ ==========
Liabilities and Plan Equity
Distributions to terminated and withdrawing
participants payable (cash) $ 8,523 $ --
Payable to Bankers Trust Company -- --
Forfeiture credits payable -- --
Payable from unallocated loan disbursements 69,594 (69,594)
Loans payable (83,700) --
Payable from purchases of investments -- --
____________ __________
Total liabilities (5,583) (69,594)
Plan equity 2,077,907 --
____________ __________
Total liabilities and plan equity $2,072,324 $ (69,594)
============ ==========
(a) Net of inter-fund receivables and payables.
</TABLE>
<PAGE>33
<TABLE>
Schedule II
USLIFE Corporation Employee Savings and Investment Plan
(Page 2 of 2)
Allocation of Plan Assets and Liabilities to Investment Programs
December 31, 1993 and 1992
<CAPTION>
December 31, 1992
____________________________________________________________________
Fund A -
USLIFE
Corporation Fund B - Fund C - Fund D -
Common Fixed General Short Term
Stock Income Equity Investment
Assets Total Funds Fund Fund Fund Fund
______ ___________ ___________ __________ __________ __________
<S> <C> <C> <C> <C> <C>
Investments, at market value:
USLIFE Corporation common stock $16,347,300 $16,347,300 $ -- $ -- $ --
Participation in Bankers Trust Company
Discretionary Account - STIF 5,530,331 -- 82 35 5,530,214
Participation in Bankers Trust Company
Short/Intermediate Bond Fund - GEBT 5,205,468 -- 5,205,468 -- --
Participation in Bankers Trust Company
Equity Fund -GEBT 6,157,166 -- -- 6,157,166 --
Participation in Bankers Trust Company
Directed Account - STIF 537,859 184,601 -- -- --
Loans to participants 1,655,303 -- -- -- --
____________ ___________ ___________ ___________ ___________
Total investments 35,433,427 16,531,901 5,205,550 6,157,201 5,530,214
Investment income accrued 31,039 15,670 (5,080) 2,016 18,308
Accrued contributions receivable (refundable) (a):
Participant 372 43,986 (78,723) 63,543 (28,434)
Employer 3,048 3,048 -- -- --
____________ ___________ ___________ ___________ ___________
Total accrued contributions receivable 3,420 47,034 (78,723) 63,543 (28,434)
____________ ___________ ___________ ___________ ___________
Remittances on participant loans
pending investment -- 44,034 (15,694) 5,684 6,705
Loans receivable -- -- -- -- --
____________ ___________ ___________ ___________ ___________
Total assets $35,467,886 $16,638,639 $5,106,053 $6,228,444 $5,526,793
============ ============ =========== =========== ===========
Liabilities and Plan Equity
Distributions to terminated and withdrawing
participants payable (cash) $ 373,717 $ 168,967 $ 78,285 $ 68,705 $ 31,382
Payable to Bankers Trust Company 340,864 -- -- -- --
Forfeiture credits payable 25,654 25,654 -- -- --
Payable from unallocated loan disbursements -- -- -- -- --
Loans payable -- 162,789 31,811 31,733 38,467
Payable from purchases of investments (29) (29) -- -- --
____________ ___________ ___________ ___________ ___________
Total liabilities 740,206 357,381 110,096 100,438 69,849
Plan equity 34,727,680 16,281,258 4,995,957 6,128,006 5,456,944
____________ ___________ ___________ ___________ ___________
Total liabilities and plan equity $35,467,886 $16,638,639 $5,106,053 $6,228,444 $5,526,793
============ ============ =========== =========== ===========
(a) Net of inter-fund receivables and payables.
</TABLE>
<PAGE>34
<TABLE>
Schedule II
USLIFE Corporation Employee Savings and Investment Plan
(Page 2 of 2) (Continued)
Allocation of Plan Assets and Liabilities to Investment Programs
December 31, 1993 and 1992
<CAPTION>
December 31, 1992
______________________________
Loans Inter-Fund
to Consolidating
Assets Participants Adjustments
______ ____________ _____________
<S> <C> <C>
Investments, at market value:
USLIFE Corporation common stock $ -- $ --
Participation in Bankers Trust Company
Discretionary Account - STIF -- --
Participation in Bankers Trust Company
Short/Intermediate Bond Fund - GEBT -- --
Participation in Bankers Trust Company
Equity Fund -GEBT -- --
Participation in Bankers Trust Company
Directed Account - STIF 353,258 --
Loans to participants 1,655,303 --
____________ __________
Total investments 2,008,561 --
Investment income accrued 125 --
Accrued contributions receivable (refundable) (a):
Participant -- --
Employer -- --
____________ __________
Total accrued contributions receivable -- --
____________ __________
Remittances on participant loans
pending investment -- (40,729)
Loans receivable 264,800 (264,800)
____________ __________
Total assets $2,273,486 $(305,529)
============ ==========
Liabilities and Plan Equity
Distributions to terminated and withdrawing
participants payable (cash) $ 26,378 $ --
Payable to Bankers Trust Company 340,864 --
Forfeiture credits payable -- --
Payable from unallocated loan disbursements 40,729 (40,729)
Loans payable -- (264,800)
Payable from purchases of investments -- --
____________ __________
Total liabilities 407,971 (305,529)
Plan equity 1,865,515 --
____________ __________
Total liabilities and plan equity $2,273,486 $(305,529)
============ ==========
(a) Net of inter-fund receivables and payables.
</TABLE>
<PAGE>35
<TABLE>
Schedule III
(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, 1993
<CAPTION>
1993
____________________________________________________________________________________
Fund A -
USLIFE
Corporation Fund B - Fund C - Fund D -
Common Fixed General Short Term Loans
Stock Income Equity Investment to
Total Funds Fund Fund Fund Fund Participants
___________ ___________ __________ __________ __________ ____________
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends on common stock $ 565,234 $ 565,234 $ -- $ -- $ -- $ --
Income from pooled investment funds 191,589 7,357 494 635 182,723 380
Interest on loans to participants 146,437 81,123 13,845 27,621 23,848 --
___________ ___________ __________ __________ __________ __________
Total investment income 903,260 653,714 14,339 28,256 206,571 380
Appreciation of USLIFE Corporation common
stock distributed to terminated and
withdrawing participants 61,870 61,870 -- -- -- --
Net gain on sale of securities 352,353 73,203 154,534 124,616 -- --
Unrealized appreciation
of plan assets 1,923,905 807,628 365,262 751,015 -- --
___________ ___________ __________ __________ __________ __________
3,241,388 1,596,415 534,135 903,887 206,571 380
___________ ___________ __________ __________ __________ __________
Contributions:
Rollover 258,979 31,080 82,377 107,101 38,421 --
Participant 3,751,933 634,325 915,088 1,739,360 463,160 --
Employer:
USLIFE Corporation common stock 1,097,881 1,097,881 -- -- -- --
Cash 692,655 692,655 -- -- -- --
___________ ___________ __________ __________ __________ __________
Total contributions 5,801,448 2,455,941 997,465 1,846,461 501,581 --
___________ ___________ __________ __________ __________ __________
Repayment of participant loans -- 377,201 105,345 129,315 140,784 (752,645)
Total additions to plan 9,042,836 4,429,557 1,636,945 2,879,663 848,936 (752,265)
___________ ___________ __________ __________ __________ __________
Distributions to terminated and
withdrawing participants:
USLIFE Corporation common stock 310,701 310,701 -- -- -- --
Cash 2,613,982 1,020,625 413,273 489,262 591,077 99,745
___________ ___________ __________ __________ __________ __________
Total distributions 2,924,683 1,331,326 413,273 489,262 591,077 99,745
___________ ___________ __________ __________ __________ __________
Transfer of assets to loan fund -- (594,479) (116,265) (173,341) (180,317) 1,064,402
___________ ___________ __________ __________ __________ __________
Changes in plan equity 6,118,153 2,503,752 1,107,407 2,217,060 77,542 212,392
___________ ___________ __________ __________ __________ __________
Plan equity:
Beginning of year 34,727,680 16,281,258 4,995,957 6,128,006 5,456,944 1,865,515
___________ ___________ __________ __________ __________ __________
End of year $40,845,833 $18,785,010 $6,103,364 $8,345,066 $5,534,486 $2,077,907
=========== =========== ========== ========== ========== ==========
</TABLE>
<PAGE>36
<TABLE>
Schedule III
(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, 1993
<CAPTION>
1992
____________________________________________________________________________________
Fund A -
USLIFE
Corporation Fund B - Fund C - Fund D -
Common Fixed General Short Term Loans
Stock Income Equity Investment to
Total Funds Fund Fund Fund Fund Participants
___________ ___________ __________ __________ __________ ____________
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends on common stock $ 486,409 $ 486,409 $ -- $ -- $ -- $ --
Income from pooled investment funds 212,179 6,600 982 1,571 202,558 468
Interest on loans to participants 137,498 62,230 18,770 28,107 28,391 --
___________ __________ __________ __________ __________ __________
Total investment income 836,086 555,239 19,752 29,678 230,949 468
Appreciation of USLIFE Corporation common
stock distributed to terminated and
withdrawing participants 9,460 9,460 -- -- -- --
Net gain on sale of securities 115,095 -- 53,359 61,736 -- --
Unrealized appreciation
of plan assets 2,540,982 1,934,414 275,713 330,855 -- --
___________ __________ __________ __________ __________ __________
3,501,623 2,499,113 348,824 422,269 230,949 468
___________ __________ __________ __________ __________ __________
Contributions:
Rollover 75,060 1,562 33,845 17,270 22,383 --
Participant 3,390,369 491,946 745,687 1,287,742 864,994 --
Employer:
USLIFE Corporation common stock 947,772 947,772 -- -- -- --
Cash 661,050 661,050 -- -- -- --
___________ __________ __________ __________ __________ __________
Total contributions 5,074,251 2,102,330 779,532 1,305,012 887,377 --
___________ __________ __________ __________ __________ __________
Repayment of participant loans -- 258,037 61,922 101,790 102,060 (523,809)
Total additions to plan 8,575,874 4,859,480 1,190,278 1,829,071 1,220,386 (523,341)
___________ __________ __________ __________ __________ __________
Distributions to terminated and
withdrawing participants:
USLIFE Corporation common stock 115,938 115,938 -- -- -- --
Cash 2,706,071 1,122,633 393,254 353,124 771,193 65,867
___________ __________ __________ __________ __________ __________
Total distributions 2,822,009 1,238,571 393,254 353,124 771,193 65,867
___________ __________ __________ __________ __________ __________
Transfer of assets to loan fund -- (489,169) (109,797) (138,831) (154,783) 892,580
___________ __________ __________ __________ __________ __________
Changes in plan equity 5,753,865 3,131,740 687,227 1,337,116 294,410 303,372
___________ __________ __________ __________ __________ __________
Plan equity:
Beginning of year 28,973,815 13,149,518 4,308,730 4,790,890 5,162,534 1,562,143
___________ __________ __________ __________ __________ __________
End of year $34,727,680 $16,281,258 $4,995,957 $6,128,006 $5,456,944 $1,865,515
=========== ========== ========== ========== ========== ==========
</TABLE>
<PAGE>37
<TABLE>
Schedule III
(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, 1993
<CAPTION>
1991
____________________________________________________________________________________
Fund A -
USLIFE
Corporation Fund B - Fund C - Fund D -
Common Fixed General Short Term Loans
Stock Income Equity Investment to
Total Funds Fund Fund Fund Fund Participants
___________ ___________ __________ __________ __________ _____________
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends on common stock $ 423,353 $ 423,353 $ -- $ -- $ -- $ --
Income from pooled investment funds 303,779 8,468 3,624 3,671 287,758 258
Interest on loans to participants 111,638 44,535 16,880 20,241 29,982 --
____________ ____________ ___________ ___________ ___________ ___________
Total investment income 838,770 476,356 20,504 23,912 317,740 258
Appreciation of USLIFE Corporation common
stock distributed to terminated and
withdrawing participants 380 380 -- -- -- --
Net gain on sale of securities 253 -- 253 -- -- --
Unrealized appreciation
of plan assets 6,798,303 5,167,575 574,845 1,055,883 -- --
____________ ____________ ___________ ___________ ___________ ___________
7,637,706 5,644,311 595,602 1,079,795 317,740 258
____________ ____________ ___________ ___________ ___________ ___________
Contributions:
Rollover 75,074 -- 21,604 18,135 35,335 --
Participant 2,866,053 126,655 849,833 790,622 1,098,943 --
Employer:
USLIFE Corporation common stock 598,397 598,397 -- -- -- --
Cash 822,774 822,774 -- -- -- --
____________ ____________ ___________ ___________ ___________ ___________
Total contributions 4,362,298 1,547,826 871,437 808,757 1,134,278 --
____________ ____________ ___________ ___________ ___________ ___________
Repayment of participant loans -- 222,229 58,659 92,384 87,156 (460,428)
Total additions to plan 12,000,004 7,414,366 1,525,698 1,980,936 1,539,174 (460,170)
____________ ____________ ___________ ___________ ___________ ___________
Distributions to terminated and
withdrawing participants:
USLIFE Corporation common stock 159,258 159,258 -- -- -- --
Cash 2,366,322 826,631 361,502 457,517 624,843 95,829
____________ ____________ ___________ ___________ ___________ ___________
Total distributions 2,525,580 985,889 361,502 457,517 624,843 95,829
____________ ____________ ___________ ___________ ___________ ___________
Transfer of assets to loan fund -- (358,178) (83,993) (118,002) (139,364) 699,537
____________ ____________ ___________ ___________ ___________ ___________
Changes in plan equity 9,474,424 6,070,299 1,080,203 1,405,417 774,967 143,538
____________ ____________ ___________ ___________ ___________ ___________
Plan equity:
Beginning of year 19,499,391 7,079,219 3,228,527 3,385,473 4,387,567 1,418,605
____________ ____________ ___________ ___________ ___________ ___________
End of year $28,973,815 $13,149,518 $4,308,730 $4,790,890 $5,162,534 $1,562,143
============ ============ =========== =========== =========== ===========
</TABLE>
<PAGE>38
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 March 25, 1994, relating to the statements of financial
position of the USLIFE Corporation Employee Savings and Investment Plan
as of December 31, 1993 and 1992, and the related statements of income
and changes in plan equity for each of the years in the three-year
period ended December 31, 1993, and related financial statement
schedules, which report appears in the December 31, 1993 annual report
on Form 11-K of the Plan.
/s/ KPMG Peat Marwick
KPMG Peat Marwick
March 25, 1994
345 Park Avenue
New York, New York
