<PAGE>1
Registration No. 33-11019
_______________________________________________________________________
_______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 30659
__________________
POST EFFECTIVE AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
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, New York 10038
(212) 709-6000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
RICHARD G. HOHN, Esq.
Senior Vice President - Corporate Secretary and Counsel
USLIFE Corporation
125 Maiden Lane
New York, New York 10038
(212) 709-6415
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
_______________________________________________________________________
_______________________________________________________________________
Note: Pursuant to Rule 429, the Prospectus included in this Post
Effective Amendment No. 3 is a combined prospectus relating also to
Registration Statement No. 2-93655 on Form S-3.
<PAGE>2
USLIFE CORPORATION
Interests in General Agents Incentive Compensation Plan
Common Stock
(par value $1.00 per share)
Common Stock Purchase Rights
____________________________________________
The Common Stock of USLIFE Corporation is listed on the New York Stock
Exchange, the Chicago Stock Exchange, the Pacific Stock Exchange and the
London Stock Exchange. The last reported sale price on the New York Stock
Exchange on June 28, 1994 was $36.50 per share. See "Common Stock -- Price
Range of Common Stock" herein.
____________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
____________________________________________
USLIFE Corporation (the "Sponsor") is offering hereby a General Agents
Incentive Compensation Plan (the "Plan") to the independent Agencies of its
subsidiary life insurance companies. Under the Plan, an Agency, on behalf of
certain of its designated General Agents (as defined in the Plan), may defer a
certain percentage of its Earnings (as defined in the Plan) pursuant to a
Deferral Agreement (as defined in the Plan) entered into between the Agency
and the life insurance company. Such Deferred Earnings will be credited in
the proportions allocated by the Agency to unfunded interest bearing accounts
established for such designated General Agents and maintained by the Sponsor.
If the General Agency's Earnings for a calendar year reach a specified amount
("Earnings Requirements"), any Deferred Earnings up to a specified percentage
of total Earnings will be matched by Sponsor contributions to separate
unfunded accounts established for the designated General Agents and maintained
by the Sponsor ("Sponsor Accounts"). Each Sponsor Account will be valued as
if the amount of the Sponsor contribution were invested in shares of Common
Stock of the Sponsor. The value of this portion of the Sponsor Accounts will
fluctuate with market performance. Any Deferred Earnings beyond the specified
percentage of total Earnings will not be matched by Sponsor contributions and
will be paid to the designated General Agents with interest at a specified
rate unless treated as additional unmatched deferrals under the Plan. The
percentage of Earnings which may be deferred for matching Sponsor
contributions, the Earnings Requirements, and the interest rate per annum are
determined by a Committee consisting of the Chief Executive Officer of the
Sponsor and his designees (the "Committee"). See "Description of the Plan --
Determinations of the Committee" herein. Any changes in the determinations
made by the Committee will be set forth in a Prospectus Supplement.
<PAGE>3
Deferred Earnings will be nonforfeitable. Sponsor contributions for any
year will be fully vested and nonforfeitable on the completion of five
Qualified Years (as defined in the Plan) which must be completed within seven
years immediately following the year for which the Sponsor contribution is
made. All Agency deferrals and Sponsor contributions will be retained in the
general accounts of the Sponsor. Without affecting the value of the Accounts
for purposes of the Plan, such funds may be invested by the Sponsor, for its
own account, in any securities, including USLIFE stock. Distributions
attributable to Deferred Earnings will be made in a single cash payment, and
distributions attributable to Sponsor contributions will ordinarily be made in
a single payment consisting of whole shares of Common Stock of the Sponsor
plus cash for any fractional share. Each share of Common Stock distributed
under the Plan prior to the close of business on the earlier of the
Termination Date (as defined herein) and July 10, 1996 will be distributed
along with one Common Stock Purchase Right (a "Right") free of charge. In
brief, a Right entitles the registered holder to purchase from the Sponsor,
after the close of business on the Separation Date (as defined herein), one-
half of a share of the Common Stock for a price of $50.00, subject to
adjustment. In addition under certain circumstances herein described each
Right will entitle its holder to acquire, at 50% of market value shares of
marketable capital stock of a person engaging in certain types of transactions
with the Sponsor. Under certain other circumstances herein described each
Right will entitle the holder to purchase $150 worth of USLIFE stock for $75,
unless the holder of the Right is an "interested shareholder" within the
meaning of the New York Business Corporation Law. Rights may be redeemed at
any time at $.05 per Right except as herein described.
See "Description of the Plan" herein.
General Agents are encouraged to read this Prospectus carefully before
applying for membership in the Plan, and to retain it for reference. This
Prospectus may not be used to consummate transactions involving the General
Agents Incentive Compensation Plan unless accompanied by the relevant
Prospectus Supplement.
____________________________________________
The date of this Prospectus is , 1994
<PAGE>4
AVAILABLE INFORMATION
_____________________
USLIFE Corporation ("USLIFE") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information concerning USLIFE may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549,
and at certain of the Commission's Regional Offices at 7 World Trade Center,
13th floor, New York, New York 10048; and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material may be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549, at prescribed rates. The Company's
Common Stock ($1.00 Par Value), is listed on the New York, Chicago, Pacific
and London Stock Exchanges. Reports and other information concerning USLIFE
may be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, the Chicago Stock Exchange, 440 South
LaSalle Street, Chicago, Illinois 60605, and the Pacific Stock Exchange, 301
Pine Street, San Francisco, California 94104.
USLIFE has filed with the Commission registration statements on Form S-3
pertaining to the securities offered hereby (herein, together with all
amendments and exhibits, collectively referred to as the "Registration
Statement") under the Securities Act of 1933, as amended. This Prospectus
does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is hereby
made to the Registration Statement.
For the information of all General Agents participating in the Plan,
USLIFE will include such persons in its regular shareholder mailings including
the mailings of annual and quarterly reports and proxy statements.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
_______________________________________________
The following documents filed with the Commission (File No. 1-5683) are
incorporated herein by reference:
1. USLIFE's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, filed pursuant to Section 13(a) of the Exchange Act,
and its amendment thereof on Form 10-K/A dated April 1, 1994, filed
pursuant to Section 13 of the Exchange Act, (the "Annual Report");
2. USLIFE's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994 filed pursuant to Section 13 of the Exchange Act (the
"Quarterly Report").
3. The description of USLIFE's Common Stock contained in its
Registration Statement on Form 8-A filed April 29, 1968, as amended by
its amendment on Form 8 dated December 18, 1986, filed pursuant to
Section 12 of the Securities Exchange Act of 1934; and
<PAGE>5
4. The description of USLIFE's Common Stock Purchase Rights
contained in its Registration Statement on Form 8-A filed June 26, 1986,
as amended by its amendment on Form 8 filed January 25, 1989 pursuant to
Section 12 of the Exchange Act.
All documents filed by USLIFE pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Interests in the General Agents Incentive
Compensation Plan and Common Stock and Rights appertaining thereto offered
hereby shall be deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the date of filing of such documents.
Any statement contained in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus or any Prospectus
Supplement to the extent that a statement contained herein or therein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus
or any Prospectus Supplement.
USLIFE will provide, without charge, to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, on the oral
or written request of such person, a copy of any or all of the information
incorporated by reference herein (except exhibits to such information, unless
such exhibits are specifically incorporated by reference into the information
that this Prospectus incorporates). Written or telephone requests should be
directed to Richard G. Hohn, Senior Vice President-Corporate Secretary and
Counsel, USLIFE Corporation, 125 Maiden Lane, New York, New York 10038,
telephone: (212) 709-6415.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus or, the Prospectus Supplement
relating thereto, and, if given or made, such information or representation
must not be relied upon as having been authorized by the Company or any
underwriter. This Prospectus and any Prospectus Supplement do not constitute
an offer to sell or a solicitation of an offer to buy of the securities in any
jurisdiction to any person to whom it is unlawful to make to make such offer
in such jurisdiction.
USLIFE Corporation
__________________
USLIFE Corporation is a life insurance-based holding company whose
principal subsidiaries engage in the life insurance business. Operating
nationwide, USLIFE owns five life insurance companies which have accounted for
substantially all of its total income and pre-tax income from continuing
operations in each of the past five years. Life insurance in force has grown
from approximately $108 billion at December 31, 1991 to approximately $125
billion at December 31, 1993. Total annual consolidated premiums and
considerations have increased from $997 million in 1991 to $1.1 billion in
l993.
<PAGE>6
USLIFE was formed in 1966 as a New York business corporation for the
purpose of holding the stock of The United States Life Insurance Company In
the City of New York, the oldest stock life insurance company in the United
States, as well as other life insurance and financial based companies to be
acquired thereafter. USLIFE's principal executive offices are located at
125Maiden Lane, New York, New York 10038, and its telephone number is (212)
709-6000. The terms "USLIFE" or "Sponsor", as used herein mean USLIFE
Corporation unless otherwise indicated.
USE OF PROCEEDS
_______________
There will be no proceeds to USLIFE from the participation in the Plan by
designated General Agents. To the extent operation of the Plan provides a
source of funds through the deferral of amounts which would otherwise be
payable currently to such designated General Agents, such funds will be used
by USLIFE for general corporate purposes. USLIFE is offering the Plan to
eligible General Agents (as defined in the Plan and as determined by the
Committee) in order to provide agents selling USLIFE products an opportunity,
subject to the provisions in the Plan, to defer earnings, acquire an equity
interest in USLIFE, and participate in any appreciation of the value of
USLIFE's Common Stock. Member Accounts and Voluntary Member Accounts (both as
defined in "Description of the Plan") shall bear interest at a rate determined
by the Committee and will be held in the general accounts of USLIFE. See
"Description of the Plan -- Determinations of the Committee" herein. Without
affecting the value of the accounts for purposes of the Plan, such funds may
be invested by USLIFE, for its own account, in any securities, including
USLIFE Common Stock.
COMMON STOCK AND
COMMON STOCK PURCHASE RIGHTS
____________________________
Common Stock
____________
The following statements with respect to USLIFE's capital stock are
subject to the detailed provisions of USLIFE's Restated Certificate of
Incorporation, as amended, and By-Laws, as amended, do not purport to be
complete and are qualified by reference thereto.
The authorized capital stock of USLIFE consists of 60,000,000 shares of
Common Stock, $1 par value (the "Common Stock"), of which 22,907,402 shares
were outstanding on May 18, 1994, and 10,800,000 shares of Preferred Stock, $1
par value (the "Preferred Stock"), of which 6,840 shares were outstanding on
May 18, 1994.
Subject to the rights of holders of the Preferred Stock, each holder of
USLIFE Common Stock is entitled to one vote per share, to receive such
dividends as may be declared by the Board of Directors out of funds legally
available for distribution to the holders of Common Stock. Because the
Company is a holding company, its rights and the rights of the holders of the
shares of the Common Stock to participate in the assets of any subsidiary upon
the latter's liquidation or recapitalization will be subject to the prior
claims of the subsidiary's creditors (except to the extent the Company may
itself be a creditor with recognized claims against the subsidiary).
<PAGE>7
The Common Stock does not have any sinking fund, conversion or redemption
provisions applicable thereto and is not liable to further call or assessment
by the Company. There is no restriction on the repurchase of shares of the
Common Stock by the Company with funds legally available therefor.
All currently outstanding shares of Common Stock are, and those
distributed under the Plan are, or, when distributed, will be, fully paid and
nonassessable. Under USLIFE's Restated Certificate of Incorporation, holders
of Common Stock have no preemptive rights to purchase any security issued by
USLIFE.
The Transfer Agent and Registrar for the Common Stock is Chemical Bank.
Shares of Common Stock currently outstanding are listed on the New York,
Chicago, Pacific and London Stock Exchanges. Shares distributed under the
Plan will be (1) treasury shares previously listed by USLIFE, or (2)
authorized but unissued shares which USLIFE intends to list on such exchanges
if and when issued.
The Preferred Stock is issuable in one or more series, at any time or
from time to time, by authorization of the Board of Directors of USLIFE
without further approval by shareholders. The Board of Directors has broad
powers to fix the terms of each series of the Preferred Stock, including
dividend rate and preference, liquidation rights, any redemption or sinking
fund provisions, any conversion privileges, voting rights and other relative
rights, privileges and limitations.
Holders of the Preferred Stock of any series will be entitled to receive
cumulative preferential dividends when declared by the Board of Directors of
USLIFE at such rates and payable on such dates in each year as the Board may
determine when providing for the creation of such series. No cash dividend
may be paid on USLIFE's Common Stock nor may shares of Common Stock be
purchased, redeemed or retired by USLIFE unless full cumulative dividends on
all outstanding shares of the Preferred Stock have been paid or declared
through the end of the current quarterly period and USLIFE has made all
sinking fund redemptions or payments, if any, required with respect to any
series of the Preferred Stock. In the event of the liquidation, dissolution
or winding up of USLIFE, the holders of each series of the Preferred Stock
will be entitled to receive, before any distribution to the holders of Common
Stock, the respective amounts established by the Board when providing for the
creation of such series. The aggregate of all amounts which may be paid to
holders of shares of all series of the Preferred Stock on involuntary
liquidation cannot, however, exceed $100 times the number of such shares of
Preferred Stock plus accrued and unpaid dividends.
On May 18, 1994, there were outstanding 4,815 shares of $4.50 Series A
Convertible Preferred Stock and 2,025 shares of $5.00 Series B Convertible
Preferred Stock. Information is set forth in the Annual Report regarding the
liquidation preferences, dividend rates, the redemption provisions and
conversion rights, if any, of the outstanding Preferred Stock.
<PAGE>8
Holders of shares of the three currently outstanding series of Preferred
Stock are entitled to vote together with the Common Stock and any other series
of Preferred Stock which is similarly entitled to vote, as a single class, on
the basis of one vote per share and also have special class or serial voting
rights with respect to certain matters in certain circumstances as specified
in USLIFE's Restated Certificate of Incorporation.
Article Seventh of the Restated Certificate of Incorporation of USLIFE
deals with certain extraordinary corporate transactions involving USLIFE. In
brief, Article Seventh provides that certain mergers, other business
combinations, transfers of assets and similar transactions, involving USLIFE
and any holder of more than 10% of the voting power of all of the then
outstanding shares of USLIFE's capital stock entitled to vote on such
transaction or affiliates of such shareholder, may not be effected without the
approval of the holders of at least 80% of the voting power of all the then
outstanding shares of voting stock regularly entitled to vote in the election
of directors (considered as one class) unless either (i) the transactions are
approved by the Board of Directors before such holder first acquires its 10%
interest or (ii) such holder is a corporate entity a majority of the voting
shares of which is owned by USLIFE or its subsidiaries and the Board
determines that the transaction is not being carried out to circumvent Article
Seventh (in either of which cases only the normal shareholder approval
requirements of New York Business Corporation Law and the terms of any then
outstanding class or series of voting stock, to the extent applicable, will
govern the transaction). Such 80% shareholder vote also would be required to
alter, amend or repeal the foregoing requirements. These provisions may have
the effect of maintaining incumbent management or of discouraging or defeating
proposals that might be advantageous to individual shareholders.
The members of the Board of Directors of the Company are, in general
elected for three year terms and the Board is divided into three staggered
classes. In certain circumstances, the holders of the Preferred Stock have
the right to elect additional directors (not divided into classes) as provided
in the Restated Certificate of Incorporation. There is no cumulative voting.
Dividends
_________
Dividends for the years ended December 31, 1993 and 1992 have been
declared and paid to holders of USLIFE's Common Stock at the annual rates of
$1.21 and $1.14 per share, respectively (paid quarterly in March, June,
September and December of 1993 and 1992). A quarterly dividend of $0.31 per
share of Common Stock has been paid for the quarter ended March of 1994.
Price Range of Common Stock
___________________________
USLIFE Common Stock and the Rights appertaining thereto are listed on the
New York Stock Exchange, the Chicago Stock Exchange, the Pacific Stock
Exchange and the London Stock Exchange. The following table sets forth, for
the calendar periods indicated, the range of high and low sales prices for
such Common Stock as reported in the consolidated transaction system. All
<PAGE>9
prices are adjusted to reflect the three-for-two split of the Company's common
stock in December 1992.
High Low
________ _______
1991:
First Quarter .............. 27 3/8 17 7/8
Second Quarter.............. 28 1/4 25
Third Quarter .............. 28 1/2 26 5/8
Fourth Quarter.............. 31 7/8 25 5/8
1992:
First Quarter .............. 31 7/8 28 1/8
Second Quarter.............. 34 3/8 28 3/8
Third Quarter .............. 35 31 1/8
Fourth Quarter.............. 38 1/4 29 3/8
1993:
First Quarter .............. 42 5/8 36 1/8
Second Quarter ............. 41 1/2 35 3/4
Third Quarter .............. 43 7/8 39 3/4
Fourth Quarter.............. 45 3/4 36 1/2
Although the prices for USLIFE Common Stock subsequent to July 10, 1986
indicated herein reflect sales of both shares of USLIFE Common Stock and the
Rights appertaining thereto, because of the contingent nature of the Rights,
USLIFE does not consider the Rights themselves to have any independent market
value.
For a recent price of USLIFE's Common Stock on the New York Stock
Exchange, see the cover page of this Prospectus.
Eligible General Agencies and their General Agents are encouraged to
obtain current Common Stock quotations before applying for membership in the
Plan and making deferrals thereunder.
Common Stock Purchase Rights
____________________________
Each share of Common Stock distributed pursuant to the Plan prior to the
close of business on the earlier of the Termination Date (as defined below)
and July 10, 1996 will be distributed together with one Common Stock Purchase
Right (a "Right"). The Rights have been or will be issued pursuant to an
Amended and Restated Rights Agreement, dated as of June 24, 1986 and amended
and restated as of January 24, 1989 the "Rights Agreement", between USLIFE and
Chemical Bank, as successor by merger to Manufacturers Hanover Trust Company,
as Rights Agent. Each Right entitles the registered holder to purchase from
USLIFE, after the close of business on the Separation Date (as defined below),
one half of a share of the Common Stock for a price of $50.00, subject to
adjustment.
<PAGE>10
Any participant under the Plan receiving Rights in connection with the
distribution of shares of Common Stock under the Plan will receive such Rights
free of charge.
Until the close of business on the tenth day following (or such later
date fixed by the Continuing Directors (as hereinafter defined) and publicly
announced by the Company prior to the eighth day following) (the "Separation
Date") the earlier of (i) the first date (the "Stock Acquisition Date") of a
public announcement that a person (as defined in the Rights Agreement) has
become the Beneficial Owner (as defined in the Rights Agreement) of 20% or
more of the outstanding shares of the Common Stock or outstanding shares of
the Voting Stock, or (ii) the date a Person commences or a public
announcementis made of an intent to commence a tender or exchange offer to
acquire (when added to any share as to which such Person is then the
Beneficial Owner) Beneficial Ownership of 30% or more of the outstanding
shares of the Common Stock (any such person being called an "Acquiring
Person"), the Rights will be evidenced by the Common Stock certificates. The
Rights Agreement provides that, until the close of business on the Separation
Date, the Rights will be transferred with and only with the Common Stock.
Promptly following the Separation Date, separate certificates evidencing the
Rights ("Rights Certificates") will be mailed to holders of record of the
Company's Common Stock at the close of business on the Separation Date.
The Rights will not be exercisable until after the close of business on
the Separation Date. The Rights will expire on the earlier of (i) July 10,
1996 or, if the Separation occurs subsequent to July 10, 1993 but prior to
July 10, 1996, the third anniversary of the Separation Date, whichever is
later, and (ii) the date on which the Rights are redeemed as described below.
The Exercise Price, the number of Rights outstanding and the securities
issuable upon exercise of the Rights are subject to adjustment from time to
time prior to the close of business on the Separation Date to prevent dilution
(i) in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Common Stock, (ii) upon the grant to record holders
of Common Stock of certain rights or warrants to subscribe for shares of
Common Stock or convertible securities at less than the current market price
of the Common Stock, (iii) upon the distribution to record holders of Common
Stock of evidences of indebtedness or assets (other than regular periodic cash
dividends not in excess of 125% of the rate of the last such cash dividend or
dividend in Common Stock) or of subscription rights or warrants (other than
those referred to above) or (iv) in the event of certain mergers or other
reorganizations resulting in USLIFE no longer having outstanding Publicly
Traded Common Stock (as defined in the Rights Agreement). Furthermore, the
number of shares of Common Stock issuable upon exercise of a Right is subject
to adjustment in the event any of the actions described in clauses (i), (ii)
or (iii) above occurs after the close of business on the Separation Date.
Prior to expiration of the Rights, with certain exceptions, USLIFE may
not (a) without the approval of the Continuing Directors consolidate with or
merge with or into any other Person (other than a wholly owned subsidiary of
USLIFE) consolidate with or merge with or into USLIFE if, in connection
<PAGE>11
therewith, all or part of the Common Stock of USLIFE is changed in any way or
is converted into or exchanged for stock or other securities or cash or other
property, (b) without the approval of the Continuing Directors sell or
otherwise transfer (or allow one or more of its subsidiaries to sell or
otherwise transfer) assets (i) aggregating more than 50% of the assets
(measured by book value), (ii) aggregating more than 50% of the assets
(measured by fair market value) or (iii) generating more than 50% of the
operating income or cash flow, of USLIFE and its subsidiaries (taken as a
whole) to any other person (other than USLIFE or a wholly-owned subsidiary of
USLIFE) or to two or more such Persons which are affiliated, (c) engage in
certain transactions with Acquiring Persons, or (d) without the approval of
the Continuing Directors permit certain events to occur at such time as there
shall be an Acquiring Person which increase by 1% or more the proportionate
share of any class of equity securities of USLIFE owned by such Acquiring
Person (all as specified in the Rights Agreement), unless in any such case
provision is made so that (i) each holder of a Right shall thereafter have the
right to receive, upon the exercise thereof at the then current Exercise Price
of the Right, a number of shares of publicly traded common stock of the
Acquiring Person or the person engaging in the transaction (or an affiliate or
associate thereof) which at the time of such transaction would have a market
value equal to twice the Exercise Price of the Right and (ii) the issuer of
such publicly traded common stock shall assume all obligations and duties of
USLIFE pursuant to the Rights Agreement. The "Continuing Directors" of USLIFE
shall mean those individuals who constituted the Board of Directors on June
24, 1986 and any individuals becoming a director thereafter approved by six
Continuing Directors constituting not less than 75% of the then Continuing
Directors; provided that no person shall be considered a Continuing Director
from and after such time as such person is an Acquiring Person or an Affiliate
or Associate (as defined in the Rights Agreement) or nominee or representative
thereof.
Prior to expiration of the Rights, upon occurrence of the Flip-in Date
(as hereinafter defined) USLIFE shall take such action as shall be necessary
to provide that each holder of a Right, except as provided below, shall
thereafter have the right to receive, upon the exercise thereof at the then
current Exercise Price of the Right, a number of shares of Common Stock of
USLIFE which on the Flip-in Date would have a market value equal to twice the
Exercise Price of the Right. The "Flip-in Date" shall mean the later of (i)
the tenth day following the Interested Shareholder Stock Acquisition Date (as
hereinafter defined) (or such later date fixed by the Continuing Directors and
publicly announced by USLIFE not later than the third day prior to what would
otherwise be the Flip-in Date) and (ii) the Separation Date. Notwithstanding
the foregoing, if any Right either (i) at any time on or after the Interested
Shareholder Stock Acquisition Date (as hereinafter defined) is or has been
Beneficially Owned by an Interested Shareholder Acquiring Person (as
hereinafter defined) or (ii) is evidenced by a Rights Certificate bearing a
legend to the effect of clause (i), such Right shall not be exercisable as
described in this paragraph. In order to exercise any Right as described in
this paragraph or, in the case of the transfer of any Right, to avoid
placement of a legend to the effect of clause (i) of the preceding sentence on
the Rights Certificate issued upon registration or transfer of such Right, the
<PAGE>12
person purporting to exercise or transfer, as the case may be, such Right must
certify and provide such additional evidence as USLIFE shall reasonably
request that such Right is not and at all times on or after the Interested
Shareholder Stock Acquisition Date has not been Beneficially Owned by an
Interested Shareholder Acquiring Person. The "Interested Shareholder Stock
Acquisition Date" shall mean the Stock Acquisition Date of an Acquiring Person
who is both an "interested shareholder" of USLIFE under the New York Business
Corporation Law (any such Acquiring Person being an "Interested Shareholder
Acquiring Person") and who became such other than as a result of a transaction
or event of the type referred to in clause (a) of the preceding paragraph.
In the event that there shall not be sufficient treasury shares or
authorized but unissued shares of Common Stock of USLIFE to permit full
exercise of the Rights as described in the preceding paragraph, USLIFE
shall cause sufficient shares to be authorized or shall provide that each Right
exercisable as described in the preceding paragraph shall thereafter
constitute the Right to purchase from USLIFE for an amount equal to the
Exercise Price, upon exercise of such Right, debt or equity securities or
other assets, or any combination thereof, having a fair value equal to twice
the Exercise Price, as determined by the Board after consultation with a
nationally recognized investment bank.
USLIFE may, at its election, in lieu of issuing fractional shares, either
refuse to permit the exercise of a number of Rights which would require the
issuance of fractional shares, or pay the holder exercising Rights an amount
in cash for any fractional share.
At any time prior to the close of business on the tenth day after the
first date of public announcement (whether or not the Stock Acquisition Date)
that an Acquiring Person has become the Beneficial Owner of 40% of the
outstanding shares of the Common Stock or Voting Stock, the Board of Directors
of USLIFE may elect to redeem the Rights at a price, subject to anti-dilution
adjustment in certain events, of $0.05 per Right (the "Redemption Price");
provided that after the Stock Acquisition Date the approval of the Continuing
Directors shall be required for any such redemption. Notwithstanding the
foregoing, at any time within two years after the Stock Acquisition Date, the
Board of Directors may elect to redeem the Rights in connection with a merger
or consolidation with or transfer of substantially all of the assets of USLIFE
to a non-Acquiring Person with the approval of a majority of the holders of
the Common Stock not beneficially owned by an Acquiring Person. With the
approval of the Continuing Directors, USLIFE may, prior to the close of
business on the tenth day after the Stock Acquisition Date, extend the last
dates on which Rights may be redeemed as described above. From and after the
second day following the date USLIFE gives written notice of redemption of the
Rights, the right to exercise the Rights being redeemed will terminate and
holders of such Rights will be entitled to receive only the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of USLIFE, including, without limitation, the right to
vote or to receive dividends.
<PAGE>13
The Rights may have certain anti-takeover effects. The Rights may deter
acquisition of 20% or more of the outstanding Common Stock or outstanding
Voting Stock of USLIFE. The Rights may also deter other hostile takeover
attempts unless the acquiror conditions the offer on a substantial number of
Rights being tendered. The Rights will not affect a transaction approved by
the Board of Directors of USLIFE prior to the close of business on the date
two days prior to the Separation Date, because prior to that time the Board of
Directors (with the concurrence of the Continuing Directors in the event the
Separation Date results from a Stock Acquisition Date) will have the power to
redeem the Rights before they become exercisable.
Because the Board of Directors generally has the power to cause the
Termination Date to occur at any time by electing to redeem the Rights, the
participants in the Plan have no vested rights to receive Rights upon
distribution of shares of Common Stock under the Plan after the Termination
Date.
Reference is hereby made to, and the above description is qualified by
reference to, the detailed description of the Rights set forth in USLIFE's
Registration Statement on Form 8-A as amended by its amendment on Form 8
relating to the Rights referred to under "Incorporation of Certain Documents
by Reference", including the Rights Agreement included as Exhibit 1 to and
incorporated by reference in such Registration Statement.
DESCRIPTION OF THE PLAN
_______________________
The following description sets forth certain general terms and provisions
of the General Agents Incentive Compensation Plan (the "Plan") of USLIFE
Corporation (the "Sponsor") and is qualified by reference thereto.
Participation in the Plan
_________________________
Any individual, partnership or corporation which executes a General
Agency Contract ("General Agency") with any of the Sponsor's life insurance
subsidiaries which adopt the Plan (a "Company"), and the General Agents (as
hereinafter defined) of a General Agency, are eligible to participate in the
Plan when invited to do so by a committee consisting of the Chief Executive
Officer of the Sponsor and his designees (the "Committee"). Each
participating General Agency must enter into a Deferral Agreement with such
Company (as prescribed by the Committee) under which the General Agency agrees
to defer Earnings (as defined in the Plan) payable by the Company to the
General Agency. A General Agent is any individual who enters into a General
Agency Contract with a Company, a partner licensed as a life insurance agent
in a partnership General Agency, or a principal of a corporate General Agency.
Each participating General Agency will designate those of its General Agents
who will participate in the Plan ("Members").
<PAGE>14
Except as otherwise provided by the Committee, prior to the beginning of
a Plan Year, a participating General Agency may enter into a Deferral
Agreement which will set forth the percentage of Earnings to be deferred
during such Plan Year. A Plan Year is defined as any calendar year. A
General Agency may enter into only one Deferral Agreement for a Plan Year but
may terminate a Deferral Agreement, upon 30 days' written notice to the
Company, at any time. If a Deferral Agreement is in effect for a Plan Year,
it will continue in effect for succeeding Plan Years unless the General Agency
enters into a new Deferral Agreement prior to any succeeding Plan Year or
terminates the Deferral Agreement. Credit for deferred Earnings will be
allocated to a Member based on such Member's designated share of the Earnings
elected to be deferred by his General Agency, as stated in the General
Agency's Deferral Agreement. Participation in the Plan by a General Agency
and its General Agents designated as Members is not a contractual right, but
is subject to the invitation and approval of the Committee, at its sole
discretion, which, also at its sole discretion, may terminate participation as
of the end of any Plan Year.
Contributions and Deferrals
___________________________
Subject to the Committee's approval, a General Agency may elect, pursuant
to a Deferral Agreement, to defer the payment of a percentage of its Earnings
for a Plan Year in order to qualify for matching Sponsor contributions if the
Earnings requirements for such Plan Year, as established by the Committee,
from time to time, in its sole discretion, are satisfied. Such deferred
Earnings will be credited to unfunded accounts with the Sponsor ("Member
Accounts") of the General Agency's Members in accordance with the allocations
designated by the General Agency, and any applicable matching Sponsor
contribution will be credited to separate unfunded accounts of the Members with
the Sponsor ("Sponsor Accounts") in accordance with such allocations. The
percentage of Earnings which may be deferred and the Earnings requirements
will be established by the Committee from time to time in its sole discretion.
See "Determinations of the Committee" below.
If the applicable Earnings requirements for a Plan Year are not
satisfied, any Earnings elected to be deferred by a General Agency in excess
of the amount permitted by the Committee shall be paid by the Sponsor to those
Members with respect to whom such Earnings were deferred, with interest at a
rate established by the Committee from time to time in its sole discretion, as
soon as practicable following the end of the Plan Year during which the
deferrals were made; provided, however, if and to the extent permitted by the
Committee and elected by the General Agency in its Deferral Agreement, and if
the General Agency qualifies for matching Sponsor contributions such excess
amounts will be treated as deferrals not subject to matching Sponsor
contributions; and further provided that a General Agency may, if and to the
extent permitted by the Committee in its sole discretion, elect to have the
General Agency's Earnings retained in the Plan and averaged over 3 consecutive
Plan Years to meet the minimum required for deferral provided that such
Earnings are at least a specified minimum for each of the 3 consecutive Plan
Years, as described below. See "Determinations of the Committee" below.
<PAGE>15
In addition to the deferral of Earnings which are subject to matching
Sponsor contributions, a General Agency may elect, pursuant to a Deferral
Agreement and subject to the Committee's approval, to defer the payment of an
additional amount of Earnings for a Plan Year. Such additional deferred
Earnings will be credited to separate unfunded accounts maintained by the
Sponsor for the Members ("Voluntary Member Accounts"), will not be subject to
matching Sponsor contributions, and, to the extent that applicable Earnings
requirements are not satisfied, will be paid by the Sponsor to those Members
with respect to whom such Earnings were deferred, with interest at a rate
established by the Committee from time to time in its sole discretion, as soon
as practicable following the end of the Plan Year during which the deferrals
were made. See "Determinations of the Committee" below.
With respect to each Plan Year, and except as otherwise provided below,
if a General Agency elects to defer Earnings subject to matching Sponsor
contributions and satisfies the Earnings requirements established by the
Committee for such Plan Year, the Sponsor will make matching contributions in
an amount as prescribed by the Committee, as described below. However, except
as otherwise provided by the Committee, no matching Sponsor contributions will
be made with respect to a Plan Year if a General Agency terminates its
Deferral Agreement during such Plan Year, if a General Agency ceases to be a
General Agency during a Plan Year (except on account of the death of the
proprietor), or if the Committee terminates the General Agency's participation
under the Plan. If a Member dies during a Plan Year, such Member will be
credited with his or her proportionate share of matching Sponsor contributions
(based on his or her share of deferred Earnings credited as of the date of
death) if his or her Agency satisfies the Earnings requirements established by
the Committee. If a Member's status as a General Agent terminates for any
reason other than death, and if neither the General Agency nor the Committee
has terminated the General Agency's participation in the Plan, the Member will
be credited with his or her proportionate share of matching Sponsor
contributions (based on his or her share of deferred Earnings credited as of
the date the Member no longer qualifies as a General Agent) if the Member's
General Agency retains its status as a General Agency throughout the Plan Year
and satisfies the Earnings requirements as established by the Committee.
Accounts and Vesting
____________________
With respect to each Member, the Committee will cause to be established
as of the beginning of each Plan Year for which a Deferral Agreement is in
effect a Sponsor Account, a Member Account, and, if applicable, a Voluntary
Member Account. Each Company and General Agency will furnish all information
required by the Committee to establish such Accounts including the percentage
of deferred Earnings to be allocated to each Member's Member Account and
Voluntary Member Account. Earnings deferred by a General Agency will be
credited to Member Accounts, and, if applicable, Voluntary Member Accounts
when deferrals are effected. Member Accounts and Voluntary Member Accounts
will be credited as of the end of the Plan Year with interest which will
accrue from the date deferrals are effected, as a rate established by the
Committee from time to time in its sole discretion. See "Determinations of
the Committee" below. Matching Sponsor contributions shall be credited to
<PAGE>16
Sponsor Accounts as of the end of the applicable Plan Year and will be valued
as if the amount of such contribution were invested in shares of the Sponsor's
Common Stock ("Shares") as of the date the matching Sponsor contribution is
credited. The number of Shares will be equal to the amount of the Sponsor
contribution divided by the average for the four calendar quarters during the
Plan Year of the mean of the high and low sales prices per Share as reported
on the New York Stock Exchange Composite Tape on the last day of each calendar
quarter on which there occurred any such sale during the Plan Year, and will
be computed to the third decimal place. When and to the extent determined by
the Committee, in its sole discretion, Sponsor Accounts will (i) participate
in any cash dividends declared by the Sponsor with respect to Shares and (ii)
reflect any stock splits, stock dividends, recapitalizations, reorganizations
or other similar events affecting Shares. See "Determinations of the
Committee" below. Members who are not otherwise shareholders of the Sponsor
will not become shareholders of the Sponsor pursuant to the Plan until such
Members have received distributions of Shares attributable to Sponsor
contributions (as described below).
Deferred earnings will be nonforfeitable. If applicable Earnings
requirements are not satisfied or matching Sponsor contributions for such
deferred Earnings are not required to be made, any Earnings elected to be
deferred by a General Agency in excess of the amount permitted by the
Committee will be paid by the Sponsor to those Members with respect to whom
the Earnings were deferred as soon as practicable following the end of the
Plan Year during which the deferrals were made, with interest at a rate
established by the Committee from time to time in its sole discretion. See
"Determinations of the Committee" below. For General Agencies joining the
Plan after December 31, 1990, for each Plan Year that a matching Sponsor
contribution is made, such Sponsor contribution will be fully vested and
nonforfeitable upon completion of five Qualified Years (as defined below)
which must be completed within the seven Plan Years (as defined below)
immediately following the Plan Year for which the Sponsor contribution is
made. Except as provided below, for General Agencies which have participated
in the Plan for fifteen continuous Plan Years, Sponsor contributions shall be
fully vested and nonforfeitable immediately, as they are made, beginning on
the January 1 of the sixteenth Plan Year of the General Agency's
participation. A Qualified Year is a Plan Year (i) which occurs subsequent
toa Plan Year for which matching contributions have been made by the Sponsor,
and (ii) in which the General Agency satisfies the same minimum Earnings
requirements for matching Sponsor contributions as those in effect during the
Plan Year for which matching Sponsor contributions have been made. Amounts
credited to a Member's Sponsor Account will be forfeited as soon as it appears
that they cannot vest.
A General Agency which was participating in the Plan on December 31,
1990, may make a one time election to stay under the three year vesting
schedule which was in effect until December 31, 1990, with respect to all of
the Sponsor contributions attributable to that General Agency's Earnings or,
at the election of the General Agency and subject to the approval of the Plan
Committee, the General Agency may choose to have its Sponsor contributions
with respect to 1990 and future Earnings vest under the five year schedule
<PAGE>17
described above. A General Agency electing to change to the five year vesting
schedule will have its Sponsor contributions attributable to Earnings on and
after January 1, 1991 vest under the five year schedule described above.
Sponsor contributions attributable to Earnings prior to 1990 will vest under
the three year vesting schedule. A General Agency electing to stay under the
three year vesting schedule will be limited to making deferrals under the
deferral schedule in effect on December 31, 1990 and will not qualify for the
immediate vesting for General Agencies which have participated in the Plan for
fifteen continuous years.
A General Agency will not have any right to any amount credited to a
Member's Sponsor Account, Member Account, or Voluntary Member Account, nor
will any amount thus credited be subject to assignment, alienation,
anticipation, debts, levy or collection.
Distributions
_____________
Distributions attributable to deferred Earnings will be made in a single
cash payment, and, except as provided below, distributions attributable to
Sponsor contributions will be made in a single payment consisting of whole
Shares plus cash for any fractional Shares. In the event the Sponsor is
unable to pay its debts as they fall due, becomes insolvent, commences
voluntary proceedings (or fails to have dismissed within 90 days any
involuntary proceedings) under any applicable bankruptcy, insolvency,
reorganization or any other similar law, seeks or suffers (and does not have
dismissed with 90 days) the appointment of any receiver, liquidator or similar
official for itself or any substantial part of its properties, or makes any
general assignment for the benefit of creditors, all unpaid distributions
attributable to Sponsor contributions will be paid in cash by the Sponsor in
an amount equal to the number of Shares subject to the distributions
multiplied by the mean of the high and low sales prices of a Share (as
reported on the New York Stock Exchange Composite Tape on the last day on
which there occurred any such sale prior to the commencement of any of the
events described above). A Member's right to such a cash distribution will be
subordinate to the satisfaction of any debt obligation of the Sponsor which is
outstanding as of the occurrence of any of the events described above, but
shall be superior to the right of any shareholder of the Sponsor to any
distribution of assets of the Sponsor.
With respect to any Plan Year for which a matching Sponsor contribution
is made, deferred Earnings and the Sponsor contribution will be distributed as
soon as practicable following the Plan Year in which the Sponsor contribution
becomes vested. However, a General Agent may elect in writing, subject to the
Committee's approval, and prior to the Plan Year during which a particular
Sponsor contribution becomes vested, to defer distribution of such Sponsor
contribution and/or the applicable deferred Earnings for a period acceptable
to the Committee. Deferred Earnings attributable to a particular Sponsor
contribution which is forfeited, including any voluntary deferred Earnings for
the same Plan Year, will be distributed as soon as practicable.
<PAGE>18
A Member will be entitled to designate a Beneficiary (and change such
designation) in accordance with procedures established by the Committee. If a
Member dies, all unforfeited Sponsor contributions credited to his Sponsor
Account will become fully vested, and such Sponsor contributions, the deferred
Earnings attributable thereto, including any voluntary deferred Earnings for
the same Plan Year, and any amounts previously deferred for a period
acceptable to the Committee as described above will be distributed to the
Member's Beneficiary as of the end of the Plan Year in which the Member's
death occurs. In the absence of written notice contesting a Beneficiary
designation or otherwise contesting a distribution, the Committee may make
distribution in accordance with the Beneficiary designation of record. If
there is no designated Beneficiary of record at the time of the Member's
death, all distributions will be made to the Member's estate.
Except as otherwise provided by the Committee, if a Member's status as a
General Agent terminates for a reason other than death, or if a General Agency
terminates its Deferral Agreement (without entering into a new Deferral
Agreement), all amounts credited to a Member's Sponsor Account, Member Account
and Voluntary Member Account, including amounts previously deferred for a
period acceptable to the Committee as described above, will remain subject to
the provisions of the Plan, including those provisions regarding the vesting
of Sponsor contributions, and will be distributed accordingly. Except as
otherwise provided by the Committee, if a General Agency's status as a General
Agency terminates, or if the Committee terminates the General Agency's
participation under the Plan, deferred Earnings allocated to the Member
Accounts and Voluntary Member Accounts of its General Agents who are Members
and amounts previously deferred for a period acceptable to the Committee as
described above will be distributed as soon as practicable; Sponsor
contributions which have not vested will be forfeited, while Sponsor
contributions which have vested but have been deferred will be distributed in
a single payment consisting of whole shares plus cash for any fractional
shares.
Each Share distributed under the Plan prior to the close of business on
the earlier of the Termination Date (as defined herein) and July 10, 1996 will
be distributed along with one Common Stock Purchase Right free of charge. See
"Common Stock and Common Stock Purchase Rights -- Common Stock Purchase
Rights."
Administration
______________
The Plan will be administered by the Committee. Any changes in the
determinations made by the Committee will be set forth in a Prospectus
Supplement. The Committee may adopt such interpretations, regulations and
procedures as it deems necessary for the administration of the Plan and its
determination as to such matters will be conclusive with respect to all
Companies, Members and General Agencies. With respect to the rate of interest
for the Member Accounts and Voluntary Member Accounts, the Earnings
requirements, the percentages of deferred Earnings and the amount of matching
Sponsor contributions, all Committee determinations and adjustments will be
effective only prospectively. With respect to amounts credited to Member
<PAGE>19
Accounts and Voluntary Member Accounts, the rate of interest paid shall be at
least 5% per annum. See "Determinations of the Committee" below.
The Committee may require a Member to furnish such information as it
deems necessary for the administration of the Plan, and it will provide an
annual statement to each Member which sets forth the balance in the Member's
Sponsor Account, Member Account, and Voluntary Member Account. The Sponsor
may amend or terminate the Plan at any time and a Company may suspend its
participation at any time, but no amendment, termination or suspension will
cause a forfeiture of any previously vested amount credited to a Member's
Sponsor Account.
The obligation of the Sponsor to make payments of benefits under the Plan
is contractual only and all such benefits shall be paid from the general
assets of the Sponsor. No Member or Beneficiary of such Member will have any
security interest in any specific assets or funds of the Sponsor or a Company.
The Plan is governed by and to be construed in accordance with the laws
of the State of New York.
Determinations of the Committee
_______________________________
The determinations described below are effective as of January 1, 1994.
Any changes in the determinations made by the Committee will be set forth in a
Prospectus Supplement.
1. Earnings Requirements, Percentages of Deferred Earnings and Sponsor
Contributions
___________________________________________________________________
a. Member Accounts
_______________
Each participating General Agency may defer the percentage of
its Earnings listed in column 2 and may qualify for matching Sponsor
contributions in the amount listed in column 3, provided the Earnings
requirements described in column 1 are satisfied, and further provided that
amounts shall be deferred solely to the extent that Earnings of a General
Agency are available for such purpose subsequent to such offsets as are
applied by a Company for any indebtedness, obligation or other liability of a
General Agency:
Required Earnings Percentage of
(first policy year General Agency Amount of
commissions) During Earnings to be Sponsor
Plan Year Deferred Contribution
___________________ _________________ ____________
at least $80,000 2% 100% of amount
but less than deferred by
$200,000 General Agency
<PAGE>20
at least $200,000 2% or 3% 100% of amount
but less than deferred by
$320,000 General Agency
at least $320,000 2%, 3% or 4% 100% of amount
but less than deferred by
$440,000 General Agency
at least $440,000 2%, 3%, 4% or 5% 100% of amount
deferred by
General Agency
If a General Agency fails to meet the minimum Earnings requirements in
order to qualify for matching Sponsor contributions in any Plan Year then, at
the Committee's discretion and if elected by the General Agency, that General
Agency's Earnings may be retained in the Plan and if, at the end of 3
consecutive Plan Years the average of that General Agency's Earnings shall
meet the minimum required for deferral and provided that such Earnings are at
least $70,000 for each of the 3 consecutive Plan Years, then that General
Agency shall be deemed to have met the Earnings requirements of the Plan and
shall be entitled to matching Sponsor contributions for each of the 3
consecutive Plan Years, which matching Sponsor contributions shall vest
according to the vesting schedule described above (See "Description of the
Plan -- Accounts and Vesting"). The average of a General Agency's Earnings
shall be calculated by adding the General Agency's Earnings for each of the 3
consecutive Plan Years, beginning with the first Plan Year for which the
General Agency did not meet the minimum Earnings required for matching Sponsor
contributions, and dividing the sum by 3.
b. Voluntary Member Accounts
_________________________
Each participating General Agency may, in addition to the amount
deferred as described above, defer the percentage of its Earnings listed in
column 2 below as deferrals not subject to matching Sponsor contributions,
provided the Earnings requirements described in column 1 are satisfied, and
provided further that amounts shall be deferred solely to the extent that
Earnings of a General Agency are available for such purpose subsequent to such
offsets as are applied by a Company for any indebtedness, obligation or other
liability of a General Agency:
Required Earnings Percentage of
(first policy year General Agency
commissions) During Earnings to be
Plan Year Deferred
____________________ ________________
at least $80,000 1%, 2%, 3%, 4% or 5%
<PAGE>21
For the purposes of (i) determining the Earnings requirements that a
General Agency must satisfy in order to make deferrals under Sections 3.01 and
3.03 of the Plan (ii) satisfying the requirements for a Qualified Year (as
defined under Section 1.12 of the Plan), and (iii) determining the percentage
(1%, 2%, 3%, 4% or 5%) of a General Agency's earnings that can be deferred
under paragraphs 1a and 1b above, "Earnings" means first policy year
commissions earned during the Plan Year which is either totally or partially
included within the most recent continuous period of participation in the Plan
by a General Agency on premiums paid to a Company, on all types of policies of
individual life insurance and annuities listed in the Schedule of Compensation
to a current General Agency Contract executed by the General Agency, except
RLR Deposits, single premium policies, Business Whole Life and Joint Business
Whole Life policies ("Qualified Products"). Except as provided in the
following paragraph, deferrals will only be made on first policy year
commissions earned on premiums paid to a Company while a General Agency is
participating in the Plan.
For the purposes of determining the amount that may be deferred by a
General Agency and the amount of matching Sponsor contributions under
paragraph a above, "Earnings" shall also include (in addition to the first
policy year commissions described in the preceding paragraph) renewal
commissions which are earned during the Plan Year with respect to Qualified
Products having a policy effective date within any Plan Year which is either
totally or partially included within the most recent continuous period of
participation in the Plan by a General Agency. Amounts shall be deferred
solely to the extent that Earnings of a General Agency are available for such
purpose subsequent to such offsets as are applied by a Company for any
indebtedness, obligation or other liability of a General Agency.
2. Interest Rate
_____________
Member Accounts and Voluntary Member Accounts shall be credited with
simple interest at the rate of 5.25% per annum, payable or attributable
annually in arrears based on a 360-day year of 12 30-day months.
3. Sponsor Accounts
________________
The value of Sponsor Accounts shall be increased by cash dividends paid
on Shares (i.e., USLIFE Corporation Common Stock) then credited to the Sponsor
Accounts, and such additions to Sponsor Accounts shall be in terms of Shares
based on the mean of the high and low sales price per Share as reported on the
New York Stock Exchange Composite Tape on the date the cash dividend is paid
(or on the last day on which a sale of a Share occurred prior to the dividend
payment date). The number of Shares so determined shall be computed to the
third decimal place. Sponsor Accounts shall be credited with the Shares
attributable to cash dividends as of the end of the Plan Year, and the number
of such Shares shall be determined as if such Shares were credited as of the
date the cash dividends were paid.
<PAGE>22
The value of Sponsor Accounts shall be adjusted in such manner as the
Committee determines to be appropriate to reflect any stock splits, stock
dividends, recapitalizations, reorganizations, or other similar events
affecting Shares.
Tax Consequences
________________
Earnings deferred by a General Agency pursuant to a Deferral Agreement
with a Company are not subject to federal income taxes when the deferral is
made. When a General Agent elects prior to the year in which a particular
Sponsor contribution vests to defer distribution of such contribution and/or
the applicable deferred Earnings for a period acceptable to the Committee, the
amount deferred is not subject to federal income taxes when the deferral is
made. All amounts distributed to a General Agent are taxable as ordinary
income for federal income tax purposes for the year the distribution is made.
In addition, amounts distributed to a General Agent may be subject to state
and local income taxes, and to federal and other employment taxes.
The foregoing discussion pertains solely to "cash basis" taxpayers. In
addition, inasmuch as the tax laws, both Federal and state, are complex and
subject to change, General Agents are advised to consult their own tax
advisors with respect to the tax consequences resulting from their
participation in the Plan.
The Plan is not a qualified plan under sub-section 401 of the Internal
Revenue Code, as amended, and is not covered by the Employee Retirement Income
Security Act of 1974.
PLAN OF DISTRIBUTION
____________________
Interests in the General Agents Incentive Compensation Plan are being
hereby offered by USLIFE by USLIFE Equity Sales Corp., a subsidiary of USLIFE
which is a registered broker-dealer in certain states, to invited eligible
General Agents of USLIFE's life insurance subsidiaries. Eligibility
requirements are determined by the Committee which administers the Plan. See
"Description of the Plan -- Determinations of the Committee" herein.
Distributions of Common Stock under the Plan and Rights appertaining to such
Common Stock will be made directly by USLIFE to qualified agents without the
participation of underwriters or dealers. USLIFE will pay no underwriters' or
dealers' commissions, fees or other compensation or allow any discounts with
respect to distribution of Common Stock pursuant to the Plan or Rights
appertaining to such Common Stock.
VALIDITY OF SECURITIES
______________________
The legality of the Interests in the General Agents Incentive
Compensation Plan and the Common Stock and Rights appertaining thereto of
USLIFE being offered hereby has been passed upon for USLIFE by Richard G.
Hohn, Senior Vice President - Corporate Secretary and Counsel of USLIFE. As
of the date of filing this Registration Statement, as amended, Mr. Hohn owns of
record 1,050 shares of USLIFE Common Stock and beneficially 657 shares of USLIFE
<PAGE>23
Common Stock through the USLIFE Employee Savings and Investment Plan, Dividend
Reinvestment Plan and Monthly Investment Plan, holds options for the purchase
of 9,750 shares of USLIFE Common Stock none of which are currently exercisable
and has been awarded 250 shares of USLIFE Common Stock under the USLIFE
Corporation Restricted Stock Plan.
EXPERTS
_______
The consolidated financial statements and related schedules in USLIFE's
Annual Report on Form 10-K dated December 31, 1993 incorporated by reference
herein have been incorporated herein in reliance upon the report of KPMG Peat
Marwick, independent certified public accountants, and upon the authority of
said firm as experts in auditing and accounting. Such report refers to a
change in accounting to adopt the provisions of the Financial Accounting
Standards Board's Statement of Financial Accounting Standards No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions."
<PAGE>24
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
No change from previous filing.
Item 6. Indemnification of Directors and Officers
The By-Laws (Article II, Section 12) of USLIFE provide that except
to the extent expressly prohibited by the New York Business Corporation Law,
USLIFE shall indemnify each person made or threatened to be made a party to or
called as a witness in or asked to provide information in connection with any
pending or threatened action, proceeding, hearing or investigation, whether
civil or criminal, and whether judicial, quasi-judicial, administrative, or
legislative, and whether or not for or in the right of USLIFE or any other
enterprise, by reason of the fact that such person or such person's testator
or intestate is or was a director or officer of USLIFE, or is or was a
director or officer of USLIFE who also serves or served at the request of
USLIFE any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise in any capacity, against judgments, fines,
penalties, amounts paid in settlement and reasonable expenses, including
attorneys' fees, incurred in connection with such action or proceeding, or any
appeal therein, provided that no such indemnification shall be made if a
judgment or other final adjudication adverse to such person establishes that
his or her acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated,
or that he or she personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled, and provided further
that no such indemnification shall be required with respect to any settlement
or other non-adjudicated disposition of any threatened or pending action or
proceeding unless USLIFE has given its prior consent to such settlement or
other disposition.
USLIFE shall advance or promptly reimburse, upon request of any person
entitled to indemnification under such By-Laws, all expenses, including
attorneys' fees, reasonably incurred in defending any action or proceeding in
advance of the final disposition thereof upon receipt of a written undertaking
by or on behalf of such person to repay such amount if such person is
ultimately found not to be entitled to indemnification or, where
indemnification is granted, to the extent the expenses so advanced or
reimbursed exceed the amount to which such person is entitled, provided
however, that such person shall cooperate in good faith with any request by
USLIFE that common counsel be utilized by the parties to an action or
proceeding who are similarly situated unless to do so would be inappropriate
due to actual or potential differing interests between or among such parties.
II - 1
<PAGE>25
Nothing in the By-Laws shall limit or affect any right of any person
otherwise than under the By-Laws to indemnification or expenses, including
attorney's fees, under any statute, rule, regulation, certificate of
incorporation, by-law, insurance policy, contract or otherwise.
No elimination or amendment of the By-Law pertaining to
indemnification adversely affecting the right of any person to indemnification
or advancement of expenses under the By-Laws shall be effective until the 60th
day following notice to such person of such action, and no elimination of or
amendment to such By-Laws shall deprive any person of his or her rights under
such By-Laws arising out of alleged or actual occurrences, acts or failures to
act prior to such 60th day. The provisions of this paragraph as set forth in
the By-Laws supersede anything to the contrary in the By-Laws.
USLIFE shall not, except by elimination or amendment of the By-Law
pertaining to indemnification in a manner consistent with the preceding
paragraph, take any corporate action or enter into any agreement which
prohibits, or otherwise limits the rights of any person to, indemnification in
accordance with the provisions of the By-Law pertaining to indemnification.
The indemnification of any person provided by the By-Law pertaining to
indemnification shall continue after such person has ceased to be a director
or officer of USLIFE and shall inure to the benefit of such person's heirs,
executors, administrators and legal representatives.
USLIFE is authorized to enter into agreements with any of its
directors, officers or employees extending rights to indemnification and
advancement of expenses to such person to the fullest extent permitted by
applicable law, but the failure to enter into any such agreement shall not
affect or limit the rights of such person pursuant to the By-Law pertaining to
indemnification. It is expressly recognized in such By-Law that all directors
and officers of USLIFE, by serving as such after the adoption of the By-Law
pertaining to indemnification and advancement of expenses, are acting in
reliance thereon and that USLIFE is estopped to contend otherwise.
Additionally, it is expressly recognized in such By-Law that all persons who
serve or served as directors, officers or employees of corporations which are
subsidiaries or affiliates of USLIFE (or other entities controlled by USLIFE)
and are directors or officers of USLIFE are conclusively presumed to serve or
have served as such at the request of USLIFE and to the extent permitted by
law, are entitled to indemnification under the By-Laws, but that no such
person shall have any rights under the By Laws, or in connection with the By-
Laws, except to the extent that indemnification under the By Laws, is
permitted by law.
In case any provision in the By-Law pertaining to indemnification shall be
determined at any time to be unenforceable in any respect, the other
provisions shall not in any way be affected or impaired thereby, and the
affected provision shall be given the fullest possible enforcement in the
circumstances, it being the intention of USLIFE to afford indemnification and
advancement of expenses to its directors and officers, acting in such
capacities or in other capacities mentioned in the By-Laws to the fullest
extent permitted by law.
II - 2
<PAGE>26
For purposes of the By-Law pertaining to indemnification, USLIFE shall
be deemed to have requested a director or officer of USLIFE to serve an
employee benefit plan where the performance by such person of his or her
duties to USLIFE also imposes duties on, or otherwise involves services by,
such person to the plan or participants or beneficiaries of the plan, and
excise taxes assessed on a person with respect to an employee benefit plan
pursuant to applicable law shall be considered indemnifiable expenses. For
purposes of the By-Law pertaining to indemnification, the term "USLIFE" shall
include any legal successor to USLIFE, including any corporation which
acquires all or substantially all of the assets of USLIFE in one or more
transactions.
A person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding of the character described
in the first paragraph of Article II, Section 12 of the By-Laws shall be
entitled to indemnification as authorized in such paragraph. Except as
provided in the preceding sentence and unless ordered by a court, any
indemnification under the By-Law pertaining to indemnification shall be made
by USLIFE if, and only if, authorized in the specific case:
(1) By the Board of Directors acting by a quorum consisting of
directors who are not parties to such action or proceeding upon a
finding that the director or officer has met the standard of
conduct set forth in the first paragraph of Article II, Section 12
of the By-Laws or,
(2) If such a quorum is not obtainable or, even if obtainable, a
quorum of disinterested directors so directs:
(a) By the Board of Directors upon the opinion in writing of
independent legal counsel that indemnification is proper in the
circumstances because the standard of conduct set forth in the
first paragraph of Article II, Section 12 of the By-Laws has
been met by such director or officer, or
(b) By the shareholders upon a finding that the director or officer
has met the applicable standard of conduct set forth in such
paragraph.
If any action with respect to indemnification of directors and officers is
taken by way of amendment of the By-Laws, resolution of directors, or by
agreement, USLIFE shall, not later than the next annual meeting of
shareholders, unless such meeting is held within three months from the date of
such action and, in any event, within fifteen months from the date of such
action, mail to its shareholders of record at the time entitled to vote for
the election of directors a statement specifying the action taken.
II - 3
<PAGE>27
In addition to the above provisions of the By-Laws, Article EIGHTH of
the USLIFE Certificate of Incorporation provides, as permitted under New York
Law, that no director of USLIFE shall be personally liable to USLIFE or to
USLIFE's shareholders for damages for any breach of duty in such director's
capacity as a director except (i) if a judgment or other final adjudication
establishes that the director's acts or omissions were in bad faith or
involved intentional misconduct or a knowing violation of law; (ii) the
director personally gained in fact a financial profit or other advantage to
which the director was not legally entitled; or (iii) the director voted for
or concurred in: the declaration of an unlawful dividend or repurchase of
USLIFE stock, an unlawful distribution of corporate assets to shareholders
after dissolution of USLIFE without paying or adequately providing for all
known liabilities, or improper loans to a director. No amendment,
modification or repeal of Article EIGHTH of the Certificate of Incorporation
will adversely affect, limit or eliminate any right of any director or any
limitation or elimination of the liability of any director that exists at the
time of such amendment, modification or repeal.
USLIFE has purchased insurance covering all of its directors and officers
as a group for up to an aggregate of $20 million per year, with a $50 thousand
aggregate deductible per loss for all directors and officers, except to the
extent that the insurance could result in indemnifying the directors or
officers in instances in which they may not be indemnified under the
provisions of the New York Business Corporation Law, in which case the insurer
would pay 99 1/2% of a covered loss for losses of $1 million or less and 100%
of a covered loss for losses over $1 million, for breach of duty, neglect,
error, misstatement, misleading statement, omission or other act wrongfully
done or attempted, solely by reason of their being such a director or officer.
Principal exclusions under the policy are libel and slander, liability under
Section 16(b) of the Securities Exchange Act of 1934, liability under the
Employee Retirement Income Security Act of 1974 and active, deliberate
dishonesty established by final judgment of a court.
Item 16. Exhibits.
_________
4 - (a) Restated Certificate of Incorporation, as amended,
incorporated herein by reference to USLIFE's Quarterly
Report on Form 10-K for the quarter ended September
30, 1993.
(b) By-laws, as amended.
*(c) General Agents Incentive Compensation Plan.
II - 4
<PAGE>28
*(d) Form of Deferral Agreement.
(e) Amended and Restated Rights Agreement dated as of June
24, 1986 and amended and restated as of January 24,
1989 between USLIFE and Manufacturers Hanover Trust
Company, as Rights Agent, incorporated herein by
reference to USLIFE's Current Report on Form 8-K dated
January 24, 1989 (File No. 1-5683)
*(f) Form of Election.
5 - Opinion of Counsel
23 - Consents
(a) Of independent public accountants. Consent of KPMG Peat
Marwick.
(b) Of counsel, for consent of Counsel, see Exhibit 5.
*24 - Powers of Attorney.
________________
* Previously filed. Not duplicated with this filing.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales of the
registrant's securities are being made, a post-effective amendment to this
registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933,
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
II - 5
<PAGE>29
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment in those
paragrpahs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of each securities of that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above 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 Act 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 against the registrant by such
director, officer or controlling persons in connection with the securities
being registred, 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.
II - 6
<PAGE>30
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this Post
Effective Amendment No. 3 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, and the State of New York,
on June 30, 1994.
USLIFE Corporation
By: /s/ Gordon E. Crosby, Jr.
_________________________
Gordon E. Crosby, Jr.
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment No. 3 has been signed below by the following persons in
the capacities and on the date indicated.
Signature Title Date
_________ _____ ____
Chairman of the Board,
President and
Chief Executive Officer
(Principal
/s/ Gordon E. Crosby, Jr. Executive Officer) June 30, 1994
________________________
(Gordon E. Crosby, Jr.)
Vice Chairman of the
Board and Chief
/s/ Greer F. Henderson Financial Officer June 30, 1994
________________________
(Greer F. Henderson)
Senior Vice President-
Controller (Principal
/s/ James B. Lynch, Jr. Accounting Officer) June 30, 1994
________________________
(James B. Lynch, Jr.)
* Director
________________________
(Kenneth Black, Jr.)
Director
________________________
(William J. Catacosinos)
II - 7
<PAGE>31
Signature Title Date
_________ _____ ____
Director
________________________
(Austin L. D'Alton)
Director
________________________
(Charles A. Davis)
* Director
________________________
(Thomas H. Lenagh)
* Director
________________________
(Eben W. Pyne)
* Director
________________________
(John W. Riehm)
Director
________________________
(Christopher S. Ruisi)
* Director
________________________
(Franklin R. Saul)
* Director
________________________
(Robert L. Shafer)
* Director
________________________
(William G. Sharwell)
* Director
________________________
(William A. Simpson)
II - 8
<PAGE>32
Signature Title Date
_________ _____ ____
* Director
________________________
(Beryl W. Sprinkel)
* Director
________________________
(Pinkney C. Walker)
* Gordon E. Crosby, Jr., by signing
his name hereto on June 30, 1994,
does hereby sign this document on
behalf of each of the indicated
directors of the registrant
pursuant to powers of attorney duly
executed by such persons.
/s/ Gordon E. Crosby, Jr.
_______________________________________
Gordon E. Crosby, Jr., Attorney-in-Fact
II - 9
<PAGE>1
USLIFE Corporation
(Formed under the laws of the State of New York)
____________________
BY-LAWS
AS AMENDED May 17, 1994
____________________
ARTICLE I
Shareholders
SECTION 1. ANNUAL MEETING. A meeting of shareholders shall be held
annually for the election of directors and the transaction of other business
on the third Tuesday in May, or, if it be a public holiday, on the next
succeeding business day.
SECTION 2. Special Meetings. Special Meetings of the shareholders
may be called by the Board of Directors or, subject to the control of the
Board, by the Chairman.
SECTION 3. Place of Meetings. Meetings of shareholders shall be
held at such place, within or without the State of New York, as may be fixed
by the Board of Directors. If no place is so fixed, such meetings shall be
held at the office of the Corporation in the State of New York.
SECTION 4. Notice of Meetings. Notice of each meeting of
shareholders shall be given in writing and shall state the place, date and
hour of the meeting and the purpose or purposes for which the meeting is
called. Notice of a special meeting shall indicate that it is being issued by
or at the direction of the person or persons calling or requesting the
meeting.
If, at any meeting, action is proposed to be taken which would, if
taken, entitle objecting shareholders to receive payment for their shares, the
notice shall include a statement of that purpose and to that effect.
A copy of the notice of each meeting shall be given, personally or by
first class mail, not less than ten nor more than fifty days before the date
of the meeting, to each shareholder entitled to vote at such meeting. If
mailed, such notice is given when deposited in the United States mail, with
postage thereon prepaid, directed to the shareholder at his address as it
<PAGE>2
appears on the record of shareholders, or, if he shall have filed with the
Secretary of the Corporation a written request that notices to him be mailed
to some other address, then directed to him at such other address.
When a meeting is adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting if the time and place to
which the meeting is adjourned are announced at the meeting at which the
adjournment is taken, and at the adjourned meeting any business may be
transacted that might have been transacted on the original date of the
meeting. However, if after the adjournment the Board of Directors fixes a new
record date for the adjourned meeting, a notice of the adjourned meeting shall
be given to each shareholder of record on the new record date entitled to
notice under the preceding paragraphs of this SECTION 4.
SECTION 5. Waiver of Notice. Notice of meeting need not be given to
any shareholder who submits a signed waiver of notice, in person or by proxy,
whether before or after the meeting. The attendance of any shareholder at a
meeting, in person or by proxy, without protesting prior to the conclusion of
the meeting the lack of notice of such meeting, shall constitute a waiver of
notice by him.
SECTION 6. Inspectors of Election. The Board of Directors, in
advance of any shareholders' meeting, may appoint one or more inspectors to
act at the meeting or any adjournment thereof. If inspectors are not so
appointed, the person presiding at a shareholders' meeting may, and on the
request of any shareholder entitled to vote thereat shall, appoint two
inspectors. In case any person appointed fails to appear or act, the vacancy
may be filled by appointment made by the Board in advance of the meeting or at
the meeting by the person presiding thereat. Each inspector, before entering
upon the discharge of his duties, shall take and sign an oath faithfully to
execute the duties of inspector at such meeting with strict impartiality and
according to the best of his ability.
The inspectors shall determine the number of shares outstanding and
the voting power of each, the shares represented at the meeting, the existence
of a quorum, and the validity and effect of proxies, and shall receive votes,
ballots or consents, hear and determine all challenges and questions arising
in connection with the right to vote, count and tabulate all votes, ballots or
<PAGE>3
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all shareholders. On request of the person
presiding at the meeting or any shareholder entitled to vote thereat, the
inspectors shall make a report in writing of any challenge, question or matter
determined by them and execute a certificate of any fact found by them. Any
report or certificate made by them shall be prima facie evidence of the facts
stated and of the vote as certified by them.
SECTION 7. List of Shareholders at Meeting. A list of shareholders
as of the record date, certified by the Secretary or any Assistant Secretary
or by a transfer agent, shall be produced at any meeting of shareholders upon
the request thereat or prior thereto of any shareholder. If the right to vote
at any meeting is challenged, the inspectors of election, or persons presiding
thereat, shall require such list of shareholders to be produced as evidence of
the right of the persons challenged to vote at such meeting, and all persons
who appear from such list to be shareholders entitled to vote thereat may vote
at such meeting.
SECTION 8. Qualification of Voters. Unless otherwise provided in
the certificate of incorporation, every shareholder of record shall be
entitled at every meeting of shareholders to one vote for every share standing
in his name on the record of shareholders.
Treasury shares as of the record date and shares held as of the
record date by another domestic or foreign corporation of any type or kind, if
a majority of the shares entitled to vote in the election of directors of such
other corporation is held as of the record date by the Corporation, shall not
be shares entitled to vote or to be counted in determining the total number of
outstanding shares.
Shares held by an administrator, executor, guardian, conservator,
committee, or other fiduciary, except a trustee, may be voted by him, either
in person or by proxy, without transfer of such shares into his name. Shares
held by a trustee may be voted by him, either in person or by proxy, only
after the shares have been transferred into his name as trustee or into the
name of his nominee.
Shares standing in the name of another domestic or foreign
<PAGE>4
corporation of any type or kind may be voted by such officer, agent or proxy
as the by-laws of such corporation may provide, or, in the absence of such
provision, as the board of directors of such corporation may determine.
A shareholder shall not sell his vote or issue a proxy to vote to any
person for any sum of money or anything of value except as permitted by law.
SECTION 9. Quorum of Shareholders. The holders of a majority of the
shares entitled to vote thereat shall constitute a quorum at a meeting of
shareholders for the transaction of any business, provided that when a
specified item of business is required to be voted on by a class or series,
voting as a class, the holders of a majority of the shares of such class or
series shall constitute a quorum for the transaction of such specified item of
business.
When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any shareholders.
The shareholders who are present in person or by proxy and who are
entitled to vote may, by a majority of votes cast, adjourn the meeting despite
the absence of a quorum.
SECTION 10. Proxies. Every shareholder entitled to vote at a
meeting of shareholders or to express consent or dissent without a meeting may
authorize another person or persons to act for him by proxy.
Every proxy must be signed by the shareholder or his
attorney-in-fact. No proxy shall be valid after the expiration of eleven
months from the date thereof unless otherwise provided in the proxy. Every
proxy shall be revocable at the pleasure of the shareholder executing it,
except as otherwise provided by law.
The authority of the holder of a proxy to act shall not be revoked by
the incompetence or death of the shareholder who executed the proxy unless,
before the authority is exercised, written notice of an adjudication of such
incompetence or of such death is received by the Secretary or any Assistant
Secretary.
SECTION 11. Vote or Consent of Shareholders. Directors shall,
except as otherwise required by law, be elected by a plurality of the votes
<PAGE>5
cast at a meeting of shareholders by the holders of shares entitled to vote in
the election.
Whenever any corporate action, other than the election of directors,
is to be taken by vote of the shareholders, it shall, except as otherwise
required by law, be authorized by a majority of the votes cast at a meeting of
shareholders by the holders of shares entitled to vote thereon.
Whenever shareholders are required or permitted to take any action by
vote, such action may be taken without a meeting on written consent, setting
forth the action so taken, signed by the holders of all outstanding shares
entitled to vote thereon. Written consent thus given by the holders of all
outstanding shares entitled to vote shall have the same effect as a unanimous
vote of shareholders.
SECTION 12. Fixing Record Date. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or to express consent to or dissent from any
proposal without a meeting, or for the purpose of determining shareholders
entitled to receive payment of any dividend or the allotment of any rights, or
for the purpose of any other action, the Board of Directors may fix, in
advance, a date as the record date for any such determination of shareholders.
Such date shall not be more than fifty nor less than ten days before the date
of such meeting, nor more than fifty days prior to any other action.
When a determination of shareholders of record entitled to notice of
or to vote at any meeting of shareholders has been made as provided in this
section, such determination shall apply to any adjournment thereof, unless the
Board of Directors fixes a new record date for the adjourned meeting.
SECTION 13. Nomination of Directors by Shareholders. Notice of all
nominations by shareholders for the office of director shall be given in
writing to the Secretary of the Corporation at least sixty but not more than
ninety days prior to the date of the annual meeting of shareholders or any
other meeting at which directors are to be elected. Such notice shall contain
information about the nominee called for by Item 401 of Regulation S-K under
The Securities Act of 1933 and The Securities Exchange Act of 1934, as Item
401 may hereinafter provide on the date such notice is given, together with
<PAGE>6
such additional information about the nominee's background as the Secretary of
the Corporation may reasonably require. No person nominated by a shareholder
for the office of director shall be eligible for election to that office
unless nominated in accordance with this Section 13 of Article I.
SECTION 14. Shareholder Proposals. Any shareholder desiring to
submit a proposal for corporate action at an annual or special meeting of
shareholders must submit a written proposal together with a concise written
supporting statement to the Secretary of the Corporation at least sixty days
prior to the date of said meeting. No proposal submitted by a shareholder for
corporate action shall be considered at an annual or special meeting unless
such proposal is submitted in accordance with this Section 14 of Article I.
<PAGE>7
ARTICLE II
Board of Directors
SECTION 1. Power of Board and Qualification of Directors. The
business of the Corporation shall be managed by the Board of Directors. Each
director shall be at least twenty-one years of age.
SECTION 2. Number of Directors. The number of directors
constituting the entire Board of Directors shall be the number, not less than
three, fixed from time to time by a majority of the total number of directors
which the Corporation would have, prior to any increase or decrease, if there
were no vacancies, provided, however, that no decrease shall shorten the term
of an incumbent director. The number of directors constituting the entire
Board shall be 16.
SECTION 3. Election and Term of Directors. The Board of Directors
shall be divided into three classes, designated Class I, Class II and Class
III. Such classes shall be as nearly equal in number as the then total number
of directors constituting the entire Board permits. At the 1978 Annual
Meeting of Shareholders, or any special meeting in lieu thereof, five Class I,
five Class II and six Class III directors shall be elected to initial terms
expiring at the next succeeding annual meeting, the second succeeding annual
meeting and the third succeeding annual meeting, respectively, and until their
respective successors are elected and qualified. At each annual meeting of
shareholders after 1978, the directors chosen to succeed those in the class
whose terms expire shall be elected by shareholders for terms expiring at the
third succeeding annual meeting after election and until their respective
successors are elected and qualified. Newly created directorships or any
decrease in directorships resulting from increases or decreases in the number
of directors shall be so apportioned among the classes of directors as to make
all the classes as nearly equal in number as possible.
Notwithstanding the foregoing and Section 8 of this Article II,
whenever the holders of any one or more classes or series of preferred stock
issued by the Corporation shall have the right, voting separately by class or
series, to elect directors at an annual or special meeting of shareholders,
<PAGE>8
the election, term of office, filling of vacancies and other features of such
directorships shall be governed by any terms of the Certificate of
Incorporation applicable thereto, and such directors so elected shall not be
divided into classes pursuant to this Section 3 unless expressly provided by
such terms.
SECTION 4. Quorum of Directors and Action by Board. A majority of
the entire Board of Directors shall constitute a quorum for the transaction of
business, and, except where otherwise provided in these by-laws, the vote of a
majority of the directors present at a meeting at the time of such vote, if a
quorum is then present, shall be the act of the Board.
Any one or more members of the Board of Directors may participate in
a meeting of the Board by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time, and participation by such means shall
constitute presence in person at such meeting.
SECTION 5. Meetings of Board. An annual meeting of the Board of
Directors shall be held in each year directly after the annual meeting of
shareholders. Regular meetings of the Board shall be held at such times as
may be fixed by the Board. Special meetings of the Board may be held at any
time upon the call of the Chairman of the Board or any two directors.
Meetings of the Board of Directors shall be held at such places as
may be fixed by the Board for annual and regular meetings and in the notice of
meeting for special meeting. If no place is so fixed, meetings of the Board
shall be held at the office of the Corporation in New York, New York.
No notice need be given of annual or regular meetings of the Board of
Directors. Notice of each special meeting of the Board shall be given to each
director either by mail not later than noon, New York time, on the third day
prior to the meeting or by telegram, written message or orally to the director
not later than noon, New York time, on the day prior to the meeting. Notices
are deemed to have been given: by mail, when deposited in the United States
mail; by telegram at the time of filing; and by messenger at the time of
delivery. Notices by mail, telegram or messenger shall be sent to each
director at the address designated by him for that purpose, or, if none has
been so designated, at his last known residence or business address.
<PAGE>9
Notice of a meeting of the Board of Directors need not be given to
any director who submits a signed waiver of notice whether before or after the
meeting, or who attends the meeting without protesting, prior thereto or at
its commencement, the lack of notice to him.
A notice, or waiver of notice, need not specify the purpose of any
meeting of the Board of Directors.
Unless the Board of Directors otherwise provides, each committee
designated by the Board may make, alter and repeal rules for the conduct of
its business. In the absence of a provision by the Board of Directors or a
provision in the rules of such committee to the contrary, a majority of the
entire authorized number of members of such committee shall constitute a
quorum for the transaction of business, the vote of a majority of the members
present at a meeting at the time of such vote if a quorum is then present or
the unanimous written consent of all members thereof shall be the act of such
committee, any one or more members of such committee may participate in a
meeting of such committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time and participation by such means shall
constitute presence in person at such meeting, and in other respects each
committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article II of these by-laws.
SECTION 6. Resignations. Any director of the Corporation may resign
at any time by giving written notice to the Board of Directors or to the
Chairman of the Board or to the Secretary of the Corporation. Such
resignation shall take effect at the time specified therein; and unless
specified therein, the acceptance of such resignation shall not be necessary
to make it effective.
SECTION 7. Removal of Directors. Any one or more of the directors
may be removed for cause by action of the Board of Directors or by vote of the
shareholders.
SECTION 8. Newly Created Directorships and Vacancies. Newly created
directorships resulting from an increase in the number of directors and
vacancies occurring in the Board of Directors for any reason except the
removal of directors by shareholders may be filled by vote of a majority of
<PAGE>10
the directors then in office, although less than a quorum exists. Vacancies
occurring as a result of the removal of directors by shareholders shall be
filled by the shareholders. A director elected to fill a vacancy shall be
elected to hold office for the unexpired term of his predecessor.
SECTION 9. Executive and Other Committees of Directors. The Board
of Directors, by resolution adopted by a majority of the entire Board, may
designate from among its members an executive committee and other committees,
each consisting of three or more directors, and each of which, to the extent
provided in the resolution, shall have all the authority of the Board, except
that no such committee shall have authority as to the following matters:
(1) The submission to shareholders of any action
that needs shareholders' approval;
(2) The filling of vacancies in the Board or in any
committee;
(3) The fixing of compensation of the directors for
serving on the Board or on any committee;
(4) The amendment or repeal of the by-laws, or the
adoption of new by-laws;
(5) The amendment or repeal of any resolution of the
Board which, by its terms, shall not be so
amendable or repealable; or
(6) The removal or indemnification of directors.
The Board of Directors may designate one or more directors as
alternate members of any such committee, who may replace any absent member or
members at any meeting of such committee.
Unless a greater proportion is required by the resolution designating
a committee, a majority of the entire authorized number of members of such
committee shall constitute a quorum for the transaction of business, and the
vote of a majority of the members present at a meeting at the time of such
vote, if a quorum is then present, shall be the act of such committee.
Each such committee shall serve at the pleasure of the Board of
Directors.
<PAGE>11
SECTION 10. Compensation of Directors. The Board of Directors shall
have authority to fix the compensation of directors for services in any
capacity.
SECTION 11. Interest of Director in a Transaction. Unless shown to
be unfair and unreasonable as to the Corporation, no contract or other
transaction between the Corporation and one or more of its directors, or
between the Corporation and any other corporation, firm, association or other
entity in which one or more of the directors are directors or officers, or are
financially interested, shall be either void or voidable, irrespective of
whether such interested director or directors are present at a meeting of the
Board of Directors, or of a committee thereof, which authorizes such contract
or transaction and irrespective of whether his or their votes are counted for
such purpose. In the absence of fraud any such contract or transaction may be
conclusively authorized or approved as fair and reasonable by:
(1) The Board of Directors, or a duly empowered committee thereof, by
a vote sufficient for such purpose without counting the vote or
votes of such interested director or directors (although he or
they may be counted in determining the presence of a quorum at
the meeting which authorizes such contract or transaction), if
the fact of such common directorship, officership or financial
interest is disclosed or known to the Board or committee (as the
case may be); or
(2) The shareholders entitled to vote for the election of directors,
if such common directorship, officership or financial interest is
disclosed or known to such shareholders.
Notwithstanding the foregoing, no loan, except advances in connection
with idemnification, shall be made by the Corporation to any director unless
it is authorized by vote of the shareholders without counting any shares of
the director who would be the borrower.
SECTION 12. Indemnification. Except to the extent expressly
prohibited by the New York Business Corporation Law, the Corporation shall
indemnify each person made or threatened to be made a party to or called as a
witness in or asked to provide information in connection with any pending or
threatened action, proceeding, hearing or investigation, whether civil or
<PAGE>12
criminal, and whether judicial, quasi-judicial, administrative, or
legislative, and whether or not for or in the right of the Corporation or any
other enterprise, by reason of the fact that such person or such person's
testator or intestate is or was a director or officer of the Corporation, or
is or was a director or officer of the Corporation who also serves or served
at the request of the Corporation any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise in any capacity,
against judgments, fines, penalties, amounts paid in settlement and reasonable
expenses, including attorneys' fees, incurred in connection with such action
or proceeding, or any appeal therein, provided that no such indemnification
shall be made if a judgment or other final adjudication adverse to such person
establishes that his or her acts were committed in bad faith or were the
result of active and deliberate dishonesty and were material to the cause of
action so adjudicated, or that he or she personally gained in fact a financial
profit or other advantage to which he or she was not legally entitled, and
provided further that no such indemnification shall be required with respect
to any settlement or other nonadjudicated disposition of any threatened or
pending action or proceeding unless the Corporation has given its prior
consent to such settlement or other disposition.
The Corporation shall advance or promptly reimburse, upon request of
any person entitled to indemnification hereunder, all expenses, including
attorneys' fees, reasonably incurred in defending any action or proceeding in
advance of the final disposition thereof upon receipt of a written undertaking
by or on behalf of such person to repay such amount if such person is
ultimately found not to be entitled to indemnification or, where
indemnification is granted, to the extent the expenses so advanced or
reimbursed exceed the amount to which such person is entitled, provided,
however, that such person shall cooperate in good faith with any request by
the Corporation that common counsel be utilized by the parties to an action or
proceeding who are similarly situated unless to do so would be inappropriate
due to actual or potential differing interests between or among such parties.
Nothing herein shall limit or affect any right of any person
otherwise than hereunder to indemnification or expenses, including attorneys'
<PAGE>13
fees, under any statute, rule, regulation, certificate of incorporation,
by-law, insurance policy, contract or otherwise.
No elimination of this by-law, and no amendment of this by-law
adversely affecting the right of any person to indemnification or advancement
of expenses hereunder shall be effective until the 60th day following notice
to such person of such action, and no elimination of or amendment to this
by-law shall deprive any person of his or her rights hereunder arising out of
alleged or actual occurrences, acts or failures to act prior to such 60th day.
The provisions of this paragraph shall supersede anything to the contrary in
these by-laws.
The Corporation shall not, except by elimination or amendment of this
by-law in a manner consistent with the preceding paragraph, take any corporate
action or enter into any agreement which prohibits, or otherwise limits the
rights of any person to, indemnification in accordance with the provisions of
this by-law. The indemnification of any person provided by this by-law shall
continue after such person has ceased to be a director or officer of the
Corporation and shall inure to the benefit of such person's heirs, executors,
administrators and legal representatives.
The Corporation is authorized to enter into agreements with any of
its directors, officers or employees extending rights to indemnification and
advancement of expenses to such person to the fullest extent permitted by
applicable law, but the failure to enter into any such agreement shall not
affect or limit the rights of such person pursuant to this by-law. It is
hereby expressly recognized that all directors and officers of the
Corporation, by serving as such after the adoption hereof, are acting in
reliance hereon and that the Corporation is estopped to contend otherwise.
Additionally, it is hereby expressly recognized that all persons who serve or
served as directors, officers or employees of corporations which are
subsidiaries or affiliates of the Corporation (or other entities controlled by
the Corporation) and are directors or officers of the Corporation are
conclusively presumed to serve or have served as such at the request of the
Corporation and, to the extent permitted by law, are entitled to
indemnification hereunder, but that no such person shall have any rights
<PAGE>14
hereunder or in connection herewith, except to the extent that indemnification
hereunder is permitted by law.
In case any provision in this by-law shall be determined at any time
to be unenforceable in any respect, the other provisions shall not in any way
be affected or impaired thereby, and the affected provision shall be given the
fullest possible enforcement in the circumstances, it being the intention of
the Corporation to afford indemnification and advancement of expenses to its
directors and officers, acting in such capacities or in the other capacities
mentioned herein, to the fullest extent permitted by law.
For purposes of this by-law, the Corporation shall be deemed to have
requested a director or officer of the Corporation to serve an employee
benefit plan where the performance by such person of his or her duties to the
Corporation also imposes duties on, or otherwise involves services by, such
person to the plan or participants or beneficiaries of the plan, and excise
taxes assessed on a person with respect to an employee benefit plan pursuant
to applicable law shall be considered indemnifiable expenses. For purposes of
this by-law, the term "Corporation" shall include any legal successor to the
Corporation, including any corporation which acquires all or substantially all
of the assets of the Corporation in one or more transactions.
A person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding of the character described
in the first paragraph of this by-law shall be entitled to indemnification as
authorized in such paragraph. Except as provided in the preceding sentence
and unless ordered by a court, any indemnification under this by-law shall be
made by the Corporation if, and only if, authorized in the specific case:
(l) By the Board of Directors acting by a quorum consisting of directors
who are not parties to such action or proceeding upon a finding that
the director or officer has met the standard of conduct set forth in
the first paragraph of this by-law, or,
(2) If such a quorum is not obtainable or, even if obtainable, a quorum
of disinterested directors so directs:
(a) By the Board of Directors upon the opinion in writing of
independent legal counsel that indemnification is proper in the
circumstances because the standard of conduct set forth in the
first paragraph of this by-law has been met by such director or
officer, or
<PAGE>15
(b) By the shareholders upon a finding that the director or officer
has met the applicable standard of conduct set forth in such
paragraph.
If any action with respect to indemnification of directors and
officers is taken by way of amendment of these by-laws, resolution of
directors, or by agreement, the Corporation shall, not later than the next
annual meeting of shareholders, unless such meeting is held within three
months from the date of such action and, in any event, within fifteen months
from the date of such action, mail to its shareholders of record at the time
entitled to vote for the election of directors a statement specifying the
action taken.
SECTION 13. Action by Written Consent. Any action required or
permitted to be taken at any meeting of the Board of Directors or any
Committee thereof may be taken without a meeting if all members of the Board
or Committee as the case may be, consent thereto in writing, to the adoption
of a resolution authorizing the action and such resolution and the written
consents thereto are filed with the minutes of the proceedings of the Board or
Committee.
ARTICLE III
Officers
SECTION 1. Officer. The Board of Directors, as soon as may be
practicable after the annual election of directors, shall elect a Chairman of
the Board, a President, one or more Vice Presidents, a Secretary and a
Treasurer, and from time to time may elect or appoint such other officers as
it may deem advisable. Any two or more offices may be held by the same
person, except that the same person may not hold the offices of President and
Secretary.
SECTION 2. Term of Office and Removal. Each officer shall hold office
for the term for which he is elected or appointed, and until his successor has
been elected or appointed and qualified. Unless otherwise provided in the
resolution of the Board of Directors electing or appointing an officer, his
term of office shall extend to and expire at the meeting of the Board
following the next annual meeting of shareholders. Any officer may be removed
by the Board, with or without cause, at any time. Removal of an officer
<PAGE>16
without cause shall be without prejudice to his contract rights, if any, and
the election or appointment of an officer shall not of itself create contract
rights.
SECTION 3. Powers and Duties. The Chairman of the Board shall preside
at all meetings of shareholders and of the Board of Directors and shall,
unless otherwise prescribed by the Board of Directors, be the Chief Executive
Officer of the Corporation. All the other officers of the Corporation shall
have such authority and perform such duties in the management of the
Corporation, as may be prescribed by the Board of Directors and, to the extent
not so prescribed, they shall have such authority and perform such duties in
the management of the Corporation, subject to the control of the Board, as
generally pertain to their respective offices. Securities of other
corporations held by the Corporation may be voted by the Chairman of the Board
or by another officer designated by the Board and, in the absence of any such
designation, by the President, any Vice President, the Secretary or the
Treasurer. The Board may require any officer, agent or employee to give
security for the faithful performance of his duties.
SECTION 4. Books to be Kept. The Corporation shall keep (a) correct and
complete books and records of account, (b) minutes of the proceeding of the
shareholders, Board of Directors and any committees of directors, and (c) a
current list of the directors and officers and their residence addresses; and
the Corporation shall also keep at its office in the State of New York or at
the office of its transfer agent or registrar in the State of New York, if
any, a record containing the name and addresses of all shareholders, the
number and class of shares held by each and the dates when they respectively
became the owners of record thereof.
The Board of Directors may determine whether and to what extent and at
what times and places and under what conditions and regulations any accounts,
books, records or other documents of the Corporation shall be open to
inspection, and no creditor, security holder or other person shall have any
right to inspect any accounts, books, records or other documents of the
Corporation except as conferred by statute or as so authorized by the Board.
SECTION 5. Checks, Notes, etc. All checks and drafts on, and
withdrawals from, the Corporation's accounts with banks or other financial
<PAGE>17
institutions, and all bills of exchange, notes and other instruments for the
payment of money, drawn, made, endorsed, or accepted by the Corporation, shall
be signed on its behalf by the person or persons thereunto authorized by, or
pursuant to resolution of, the Board of Directors.
<PAGE>18
ARTICLE IV
Forms of Certificates and Loss and
Transfer of Shares
SECTION 1. Forms of Share Certificates. The shares of the
Corporation shall be represented by certificates, in such forms as the Board
of Directors may prescribe, signed by the Chairman or a Vice-Chairman of the
Board or the President or a Vice President and the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, and may be sealed with
the seal of the Corporation or a facsimile thereof. The signatures of the
officers upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar other than the
Corporation or its employee. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of
issue.
Each certificate representing shares issued by the Corporation shall
set forth upon the face or back of the certificate, or shall state that the
Corporation will furnish to any shareholder upon request and without charge, a
full statement of the designation, relative rights, preferences and
limitations of the shares of each class of shares, if more than one,
authorized to be issued and the designation, relative rights, preferences and
limitations of each series of any class of preferred shares authorized to be
issued so far as the same have been fixed and the authority of the Board of
Directors to designate and fix the relative rights, preferences and
limitations of other series.
Each certificate representing shares shall state upon the face
thereof:
(1) That the Corporation is formed under the laws of the State of
New York;
(2) The name of the person or persons to whom issued; and
(3) The number and class of shares, and the designation of the
series, if any, which such certificate represents.
<PAGE>19
SECTION 2. Transfers of Shares. Shares of the Corporation shall be
transferable on the record of shareholders upon presentment to the Corporation
or a transfer agent of a certificate or certificates representing the shares
requested to be transferred, with proper endorsement on the certificate or on
a separate accompanying document, together with such evidence of the payment
of transfer taxes and compliance with other provisions of law as the
Corporation or its transfer agent may require.
SECTION 3. Lost, Stolen or Destroyed Share Certificates. No
certificate for shares of the Corporation shall be issued in
place of any certificate alleged to have been lost, destroyed or
wrongfully taken, except, if and to the extent required by the
Board of Directors, upon: (1) Production of evidence
of loss, destruction or wrongful taking;
(2) Delivery of a bond indemnifying the Corporation and its agents
against any claim that may be made against it or them on account
of the alleged loss, destruction or wrongful taking of the
replaced certificate or the issuance of the new certificate;
(3) Payment of the expenses of the Corporation and its agents
incurred in connection with the issuance of the certificate; and
(4) Compliance with such other reasonable requirements as may be
imposed.
ARTICLE V
Other Matters
SECTION 1. Corporate Seal. The Board of Directors may adopt a
corporate seal, alter such seal at pleasure, and authorize it to be used by
causing it or a facsimile to be affixed or impressed or reproduced in any
other manner.
SECTION 2. Fiscal Year. The fiscal year of the Corporation shall be
the calendar year or such other period as may be fixed by the Board of
Directors.
<PAGE>20
SECTION 3. Amendments. By-Laws of the Corporation may be adopted,
amended or repealed by vote of the holders of shares at the time entitled to
vote in the election of directors, and By-Laws may also be adopted, amended or
repealed by the Board of Directors, provided that any by-law adopted by the
Board may be amended or repealed by the shareholders entitled to vote thereon
as hereinabove provided, and, provided further, that Section 3 of Article II
and this paragraph of Section 3 of Article V may not be altered, amended or
repealed, or new by-laws inconsistent therewith be adopted, except as provided
in Article Seventh of the Certificate of Incorporation of the Corporation.
If any by-law regulating an impending election of directors is
adopted, amended or repealed by the Board of Directors, there shall be set
forth in the notice of the next meeting of shareholders for the election of
directors the by-law so adopted, amended or repealed, together with a concise
statement of the changes made.
-----------------------------------------
<PAGE>1
June 30, 1994
USLIFE Corporation
125 Maiden Lane
New York, New York 10038
Gentlemen:
The undersigned is Senior Vice President-Corporate Secretary and
Counsel of USLIFE Corporation, a New York Corporation (the
"Company"). This is in connection with the Company's Post-
Effective Amendment No. 3 (the "Amendment") to its Registration
Statement (the "Registration Statement") under the Securities Act
of 1933, as amended, (the "Act"), of interests (the "Interests")
in the General Agents Incentive Compensation Plan (the "Plan"),
140,000 shares of common stock, par value $1 per share (the
"Shares") and 140,000 Common Stock Purchase Rights ("Common Stock
Purchase Rights") appertaining to the Shares, issuable under the
Plan, of the Company. In connection with the forgoing Amendment,
I have examined such corporate records, certificates and other
documents and have been advised on such questions of law as I
have considered necessary or appropriate for the purposes of this
opinion. In making such examination, I have assumed the
authenticity of all documents submitted to me as originals and
the uniformity to the originals of all documents submitted to me
as copies and have not independently verified such authenticity.
Upon the basis of such examination and advice, I advise you that,
in my opinion:
1. When the Amendment has become effective under the
Act, when the Shares have been duly issued and
sold as contemplated in the Registration
Statement, as amended, and the Company shall have
complied with applicable securities or "blue sky"
laws of the various states, then the Shares and
Common Stock Purchase Rights, when issued and
delivered in the manner provided in the Plan will
be legally issued, fully paid and non-assessable.
2. The Plan has been duly adopted by the Company and
persons duly participating in accordance with the
terms of the Plan will have the Interests in the
Plan described therein.
<PAGE>2
USLIFE Corporation
June 30, 1994
Page Two
I hereby consent to the filing of this opinion as an exhibit to
the Amendment and to the reference to me under the heading
"Validity of Securities" in the prospectus. In giving such
consent, I do not thereby admit that I am in the category of
persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Richard G. Hohn
Richard G. Hohn
Senior Vice President-
Corporate Secretary
and Counsel
<PAGE>1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To: The Board of Directors and
Shareholders of USLIFE Corporation
We consent to the incorporation by reference in Post
Effective Amendment No. 3 to the Registration Statement on Form
S-3 of our report dated February 22, 1994, appearing in USLIFE
Corporation's 1993 Annual Report on Form 10-K and its amendment
on Form 10-K/A, dated April 1, 1994. Our February 22, 1994
report refers to a change in accounting to adopt the provisions
of the Financial Accounting Standards Board's Statement of
Financial Accounting Standards No. 106, "Employers' Accounting
for Postretirement Benefits Other Than Pensions."
We also consent to the reference to our firm under
the caption "Experts" in the Registration Statement.
/s/ KPMG Peat Marwick
KPMG Peat Marwick
June 30, 1994
345 Park Avenue
New York, New York
