<PAGE>1
_______________________________________________________________________________
_______________________________________________________________________________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-K/A
Amendment No. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________________ to ____________________
Commission file number 1-5683
USLIFE Corporation
(Exact name of Registrant as specified in its charter)
New York 13-2578598
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
125 Maiden Lane, New York, N. Y. 10038
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 709-6000
_____________________
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
___________________ ______________________
New York Stock Exchange
Common Stock, par value $1 per share Chicago Stock Exchange
Common Stock Purchase Rights Pacific Stock Exchange
_____________________
Securities registered pursuant to Section 12(g) of the Act:
Preferred Stock, $4.50 Series A Preferred Stock, $5.00 Series B
Convertible, par value Convertible, par value
$1 per share $1 per share
_____________________
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes....X.... No.......
_____________________
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated herein by reference in Part III of this Form 10-K or
any amendment to this Form 10-K. [ ]
The aggregate market value of voting stock held by non-affiliates of the
Registrant as of February 24, 1995 was approximately $876,000,000.
_____________________
The number of shares outstanding of the Registrant's Common Stock as of
February 24, 1995 was 22,839,390.
_______________________________________________________________________________
_______________________________________________________________________________
DOCUMENTS INCORPORATED BY REFERENCE
Specified information in USLIFE Corporation's definitive proxy statement
to be filed within 120 days after the end of USLIFE's fiscal year ended
December 31, 1994 for use in connection with the Annual Meeting of Shareholders
to be held on May 16, 1995, is incorporated by reference in Part III hereof.
<PAGE>2
USLIFE Corporation
Form 10K/A
For the Fiscal Year Ended December 31, 1994
Amendment No. 1
INDEX
Page No.
________
Signatures.............................................. 3
Amendments:
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K......................... 4
Inclusion of the following Exhibit:
99 (i) Annual Report on Form 11-K of USLIFE
Corporation Employee Savings and
Investment Plan for the plan year ended
December 31, 1994
<PAGE>3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: April 3, 1995
USLIFE Corporation
_________________________________________
(Registrant)
by /s/ Greer F. Henderson
_________________________________________
Greer F. Henderson
Vice Chairman and Chief Financial Officer
<PAGE>4
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) 1 and 2. Financial Statements and Financial Statement Schedules of
USLIFE and Subsidiaries.
See separate Index to Financial Statements and Financial Statement
Schedules on page 42.
For the purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
undersigned registrant hereby undertakes as follows, which undertaking shall be
incorporated by reference into registrant's Registration Statements on Form S-8
Nos. 33-40793 (filed June 23, 1991), 33-13999 (filed May 11, 1987) and 2-77278
(filed April 30, 1982):
Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(a) 3. Exhibits.
3 (i) - Restated Certificate of Incorporation, as amended,
incorporated herein by reference to USLIFE's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1993.
3 (ii) - By-laws, as amended and restated.
4 (i) - See Exhibit 3(i).
(ii) - Indenture dated as of October 1, 1982 (9.15% Notes due
June 15, 1999, 6.75% Notes due January 15, 1998, and 6.375%
Notes due June 15, 2000) incorporated herein by reference
to USLIFE's Registration Statement No. 2-79559 on Form S-3.
Agreements or instruments with respect to long-term debt
which are not filed as exhibits hereto do not in total
exceed 10% of USLIFE's consolidated total assets and USLIFE
agrees to furnish a copy thereof to the Commission upon
request.
(iii) - Amended and Restated Rights Agreement, dated as of
September 27, 1994, between USLIFE Corporation and Chemical
Bank (successor by merger to Manufacturers Hanover Trust
Company), as Rights Agent, relating to Common Stock
Purchase Rights issued by USLIFE on July 10, 1986,
incorporated herein by reference to USLIFE's Report on Form
8-K dated October 12, 1994.
10 * (i) - Employment contract dated as of April 1, 1989 between
USLIFE Corporation and Gordon E. Crosby, Jr., incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended March 31, 1989.
* (ii) - First Amendment dated as of May 1, 1989 to employment
contract dated as of April 1, 1989 between USLIFE
Corporation and Gordon E. Crosby, Jr., incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1989.
<PAGE>5
* (iii) - Second Amendment dated as of May 1, 1990 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Gordon E. Crosby, Jr., incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended March 31, 1990.
* (iv) - Third Amendment dated as of May 1, 1991 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Gordon E. Crosby, Jr., incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1991.
* (v) - Fourth Amendment dated as of May 1, 1992 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Gordon E. Crosby, Jr., incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1992.
* (vi) - Fifth Amendment dated as of February 1, 1993 to
employment contract dated as of April 1, 1989, as amended,
between USLIFE Corporation and Gordon E. Crosby, Jr.,
incorporated herein by reference to USLIFE's Annual Report
on Form 10-K for the year ended December 31, 1992.
* (vii) - Sixth Amendment dated as of May 1, 1993 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Gordon E. Crosby, Jr., incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1993.
* (viii) - Seventh Amendment dated as of May 1, 1994 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Gordon E. Crosby, Jr., incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1994.
* (ix) - Employment contract dated as of April 1, 1989 between
USLIFE Corporation and Greer F. Henderson, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended March 31, 1989.
* (x) - First Amendment dated as of May 1, 1989 to employment
contract dated as of April 1, 1989, between USLIFE
Corporation and Greer F. Henderson, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1989.
* (xi) - Second Amendment dated as of May 1, 1990 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Greer F. Henderson, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended March 31, 1990.
* (xii) - Third Amendment dated as of May 1, 1991 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Greer F. Henderson, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1991.
* (xiii) - Fourth Amendment dated as of May 1, 1992 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Greer F. Henderson, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1992.
* (xiv) - Fifth Amendment dated as of May 1, 1993 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Greer F. Henderson, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1993.
* (xv) - Sixth Amendment dated as of May 1, 1994 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Greer F. Henderson, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1994.
<PAGE>6
* (xvi) - Employment contract dated as of April 1, 1989 between
USLIFE Corporation and Wesley E. Forte, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1989.
* (xvii) - First Amendment dated as of May 1, 1989 to employment
contract dated as of April 1, 1989 between USLIFE
Corporation and Wesley E. Forte, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1989.
* (xviii) - Second Amendment dated as of May 1, 1990 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Wesley E. Forte, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1990.
* (xix) - Third Amendment dated as of May 1, 1991 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Wesley E. Forte, incorporated herein
by reference to USLIFE's Annual Report on Form 10-K for the
year ended December 31, 1993.
* (xx) - Fourth Amendment dated as of May 1, 1993 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Wesley E. Forte, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993.
* (xxi) - Sixth Amendment dated as of May 1, 1994 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Wesley E. Forte, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1994.
* (xxii) - Employment contract dated as of April 1, 1989 between
USLIFE Corporation and John D. Gavrity, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1989.
* (xxiii) - First Amendment dated as of May 1, 1989 to employment
contract dated as of April 1, 1989 between USLIFE
Corporation and John D. Gavrity, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1989.
* (xxiv) - Second Amendment dated as of May 1, 1990 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and John D. Gavrity, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1990.
* (xxv) - Third Amendment dated as of May 1, 1991 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and John D. Gavrity, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1991.
* (xxvi) - Fourth Amendment dated as of May 1, 1992 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and John D. Gavrity, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1992.
* (xxvii) - Fifth Amendment dated as of May 1, 1993 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and John D. Gavrity, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1993.
* (xxviii) - Sixth Amendment dated as of May 1, 1994 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and John D. Gavrity, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1994.
<PAGE>7
* (xxix) - Employment contract dated as of April 1, 1989 between
USLIFE Corporation and Christopher S. Ruisi, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended March 31, 1989.
* (xxx) - First Amendment dated as of May 1, 1989 to employment
contract dated as of April 1, 1989 between USLIFE
Corporation and Christopher S. Ruisi, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1989.
* (xxxi) - Second Amendment dated as of May 1, 1990 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Christopher S. Ruisi, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended March 31, 1990.
* (xxxii) - Third Amendment dated as of May 1, 1991 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Christopher S. Ruisi, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1991.
* (xxxiii) - Fourth Amendment dated as of May 1, 1992 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Christopher S. Ruisi, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1992.
* (xxxiv) - Fifth Amendment dated as of May 1, 1993 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Christopher S. Ruisi, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1993.
* (xxxv) - Sixth Amendment dated as of May 1, 1994 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Christopher S. Ruisi, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1994.
* (xxxvi) - Employment contract dated as of April 1, 1989 between
USLIFE Corporation and A. Scott Bushey, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1989.
* (xxxvii) - First Amendment dated as of May 1, 1989 to employment
contract dated as of April 1, 1989 between USLIFE
Corporation and A. Scott Bushey, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1989.
* (xxxviii) - Second Amendment dated as of May 1, 1990 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and A. Scott Bushey, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1990.
* (xxxix) - Third Amendment dated as of May 1, 1991 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and A. Scott Bushey, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1991.
* (xl) - Fourth Amendment dated as of May 1, 1992 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and A. Scott Bushey, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1992.
* (xli) - Fifth Amendment dated as of May 1, 1993 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and A. Scott Bushey, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993.
<PAGE>8
* (xlii) - Sixth Amendment dated as of May 1, 1994 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and A. Scott Bushey, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1994.
* (xliii) - Employment contract dated as of April 16, 1990 between
USLIFE Corporation and William A. Simpson, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended March 31, 1990.
* (xliv) - First Amendment dated as of May 1, 1991 to employment
contract dated as of April 16, 1990 between USLIFE
Corporation and William A. Simpson, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1991.
* (xlv) - Second Amendment dated as of May 1, 1992 to employment
contract dated as of April 16, 1990, as amended, between
USLIFE Corporation and William A. Simpson, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1992.
* (xlvi) - Third Amendment dated as of October 1, 1992 to
employment contract dated as of April 16, 1990, as amended,
between USLIFE Corporation and William A. Simpson,
incorporated herein by reference to USLIFE's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1992.
* (xlvii) - Third Amendment dated as of May 1, 1993 to employment
contract dated as of April 16, 1990, as amended, between
USLIFE Corporation and William A. Simpson, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1993.
* (xlviii) - Fourth Amendment dated as of May 1, 1994 to employment
contract dated as of April 16, 1990, as amended, between
USLIFE Corporation and William A. Simpson, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1994.
(il) - Lease dated as of December 30, 1986 between The United
States Life Insurance Company In the City of New York and
RREEF USA Fund-III for the lease of a portion of 125 Maiden
Lane, New York, New York, incorporated herein by reference
to USLIFE's Annual Report on Form 10-K for the year ended
December 31, 1986.
(l) - Amendment to Lease dated August 31, 1988 to Lease dated
as of December 30, 1986 between The United States Life
Insurance Company In the City of New York and RREEF USA
Fund-III for the lease of a portion of 125 Maiden Lane, New
York, New York, incorporated herein by reference to
USLIFE's Annual Report on Form 10-K for the year ended
December 31, 1988.
(li) - Second Amendment to Lease dated November 16, 1988 to
Lease dated as of December 30, 1986 between The United
States Life Insurance Company In the City of New York and
RREEF USA Fund-III for the lease of a portion of 125 Maiden
Lane, New York, New York, incorporated herein by reference
to USLIFE's Annual Report on Form 10-K for the year ended
December 31, 1988.
(lii) - Lease dated May 21, 1987 between The United States Life
Insurance Company In the City of New York and Commercial
Realty & Resources Corp. for the lease of premises at the
Jumping Brook Corporate Office Park in Neptune, New Jersey,
incorporated herein by reference to USLIFE's Annual Report
on Form 10-K for the year ended December 31, 1988.
<PAGE>9
(liii) - February 9, 1989 Amendment to Lease dated May 21, 1987
between The United States Life Insurance Company In the
City of New York and Commercial Realty & Resources Corp.
for the lease of premises at the Jumping Brook Corporate
Office Park in Neptune, New Jersey, incorporated herein by
reference to USLIFE's Annual Report on Form 10-K for the
year ended December 31, 1988.
* (liv) - 1981 Stock Option Plan, incorporated herein by reference
to USLIFE's Annual Report on Form 10-K for the year ended
December 31, 1981.
* (lv) - 1978 Stock Option Plan, incorporated herein by reference
to USLIFE's Annual Report on Form 10-K for the year ended
December 31, 1980.
* (lvi) - USLIFE Corporation Deferred Compensation Plan, as
amended February 28, 1995.
* (lvii) - Book Unit Plan, as amended.
* (lviii) - USLIFE Corporation Retirement Plan for Outside Directors
(as amended September 25, 1990).
* (lix) - USLIFE Corporation Restricted Stock Plan, as amended
September 27, 1994.
* (lx) - USLIFE Corporation 1991 Stock Option Plan, as amended.
* (lxi) - USLIFE Corporation Non-Employee Directors' Stock Option
Plan, incorporated herein by reference to Exhibit 4(a) to
USLIFE's Registration Statement No. 33-53265 on Form S-8
dated April 25, 1994.
* (lxii) - Annual Incentive Plan, as amended October 25, 1994, for
Selected Key Officers of USLIFE Corporation and its
Subsidiaries.
* (lxiii) - USLIFE Corporation Deferred Compensation Plan (as
amended November 16, 1993).
* (lxiv) - USLIFE Corporation 1993 Long-Term Incentive Award
Guidelines, as amended.
* (lxv) - USLIFE Corporation Supplemental Employee Savings and
Investment Plan.
* (lxvi) - USLIFE Corporation Supplemental Retirement Plan.
* (lxvii) - Trust Agreement made as of September 25, 1990 among
USLIFE Corporation, Manufacturers Hanover Trust Company
(predecessor to Chemical Bank) and KPMG Peat Marwick LLP
(as independent contractor) establishing a trust to fund
certain employment contracts, incorporated herein by
reference to USLIFE's Annual Report on Form 10-K for the
year ended December 31, 1990.
* (lxviii) - Trust Agreement made as of September 25, 1990 among
USLIFE Corporation, Manufacturers Hanover Trust Company
(predecessor to Chemical Bank) and KPMG Peat Marwick LLP
(as independent contractor) establishing a trust to fund
the USLIFE Corporation Supplemental Retirement Plan,
incorporated herein by reference to USLIFE's Annual Report
on Form 10-K for the year ended December 31, 1990.
* (lxix) - Trust Agreement made as of September 25, 1990 among
USLIFE Corporation, Manufacturers Hanover Trust Company
(predecessor to Chemical Bank) and KPMG Peat Marwick LLP
(as independent contractor) establishing a trust to fund
the USLIFE Corporation Retirement Plan for Outside
Directors, incorporated herein by reference to USLIFE's
Annual Report on Form 10-K for the year ended December 31,
1990.
<PAGE>10
12 - Computations of ratios of earnings to fixed charges.
21 - List of Subsidiaries.
23 - Consent of Independent Certified Public Accountants (see
page 39).
27 - Financial Data Schedule.
99 (i) - Annual Report on Form 11-K of USLIFE Corporation
Employee Savings and Investment Plan for the plan year
ended December 31, 1994.
99 (ii) - Trust Agreement made as of December 6, 1990 among USLIFE
Corporation, Manufacturers Hanover Trust Company
(predecessor to Chemical Bank), and KPMG Peat Marwick LLP
(as independent contractor) establishing a trust to fund
the USLIFE Corporation Retirement Plan, incorporated herein
by reference to USLIFE's Annual Report on Form 10-K for the
year ended December 31, 1990.
* Indicates a management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K.
A Report on Form 8-K was filed on behalf of the Registrant on October 12,
1994, reporting the Board of Directors' approval of the By-Laws of USLIFE
Corporation, as amended and restated on May 17, 1994 and September 27, 1994,
and the Amended and Restated Rights Agreement, dated September 27, 1994,
between USLIFE Corporation and Chemical Bank, the successor by merger to
Manufacturers Hanover Trust Company, as Rights Agent.
<PAGE>1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________
EXHIBITS
FILED WITH
Annual Report on Form 10-K
For the Fiscal Year Ended December 31, 1994
__________________________________________________
USLIFE Corporation
<PAGE>2
USLIFE Corporation
Index to Exhibits
Exhibit
Number Exhibit
_______ _______
3 (i) - Restated Certificate of Incorporation, as amended,
incorporated herein by reference to USLIFE's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1993.
3 (ii) - By-laws, as amended and restated.
4 (i) - See Exhibit 3(i).
(ii) - Indenture dated as of October 1, 1982 (9.15% Notes due
June 15, 1999, 6.75% Notes due January 15, 1998, and 6.375%
Notes due June 15, 2000) incorporated herein by reference
to USLIFE's Registration Statement No. 2-79559 on Form S-3.
Agreements or instruments with respect to long-term debt
which are not filed as exhibits hereto do not in total
exceed 10% of USLIFE's consolidated total assets and USLIFE
agrees to furnish a copy thereof to the Commission upon
request.
(iii) - Amended and Restated Rights Agreement, dated as of
September 27, 1994, between USLIFE Corporation and Chemical
Bank (successor by merger to Manufacturers Hanover Trust
Company), as Rights Agent, relating to Common Stock
Purchase Rights issued by USLIFE on July 10, 1986,
incorporated herein by reference to USLIFE's Report on Form
8-K dated October 12, 1994.
10 * (i) - Employment contract dated as of April 1, 1989 between
USLIFE Corporation and Gordon E. Crosby, Jr., incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended March 31, 1989.
* (ii) - First Amendment dated as of May 1, 1989 to employment
contract dated as of April 1, 1989 between USLIFE
Corporation and Gordon E. Crosby, Jr., incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1989.
* (iii) - Second Amendment dated as of May 1, 1990 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Gordon E. Crosby, Jr., incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended March 31, 1990.
* (iv) - Third Amendment dated as of May 1, 1991 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Gordon E. Crosby, Jr., incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1991.
* (v) - Fourth Amendment dated as of May 1, 1992 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Gordon E. Crosby, Jr., incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1992.
* (vi) - Fifth Amendment dated as of February 1, 1993 to
employment contract dated as of April 1, 1989, as amended,
between USLIFE Corporation and Gordon E. Crosby, Jr.,
incorporated herein by reference to USLIFE's Annual Report
on Form 10-K for the year ended December 31, 1992.
<PAGE>3
USLIFE Corporation
Index to Exhibits
Exhibit
Number Exhibit
_______ _______
* (vii) - Sixth Amendment dated as of May 1, 1993 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Gordon E. Crosby, Jr., incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1993.
* (viii) - Seventh Amendment dated as of May 1, 1994 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Gordon E. Crosby, Jr., incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1994.
* (ix) - Employment contract dated as of April 1, 1989 between
USLIFE Corporation and Greer F. Henderson, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended March 31, 1989.
* (x) - First Amendment dated as of May 1, 1989 to employment
contract dated as of April 1, 1989, between USLIFE
Corporation and Greer F. Henderson, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1989.
* (xi) - Second Amendment dated as of May 1, 1990 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Greer F. Henderson, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended March 31, 1990.
* (xii) - Third Amendment dated as of May 1, 1991 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Greer F. Henderson, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1991.
* (xiii) - Fourth Amendment dated as of May 1, 1992 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Greer F. Henderson, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1992.
* (xiv) - Fifth Amendment dated as of May 1, 1993 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Greer F. Henderson, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1993.
* (xv) - Sixth Amendment dated as of May 1, 1994 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Greer F. Henderson, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1994.
* (xvi) - Employment contract dated as of April 1, 1989 between
USLIFE Corporation and Wesley E. Forte, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1989.
* (xvii) - First Amendment dated as of May 1, 1989 to employment
contract dated as of April 1, 1989 between USLIFE
Corporation and Wesley E. Forte, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1989.
* (xviii) - Second Amendment dated as of May 1, 1990 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Wesley E. Forte, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1990.
* (xix) - Third Amendment dated as of May 1, 1991 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Wesley E. Forte, incorporated herein
by reference to USLIFE's Annual Report on Form 10-K for the
year ended December 31, 1993.
<PAGE>4
USLIFE Corporation
Index to Exhibits
Exhibit
Number Exhibit
_______ _______
* (xx) - Fourth Amendment dated as of May 1, 1993 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Wesley E. Forte, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993.
* (xxi) - Sixth Amendment dated as of May 1, 1994 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Wesley E. Forte, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1994.
* (xxii) - Employment contract dated as of April 1, 1989 between
USLIFE Corporation and John D. Gavrity, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1989.
* (xxiii) - First Amendment dated as of May 1, 1989 to employment
contract dated as of April 1, 1989 between USLIFE
Corporation and John D. Gavrity, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1989.
* (xxiv) - Second Amendment dated as of May 1, 1990 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and John D. Gavrity, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1990.
* (xxv) - Third Amendment dated as of May 1, 1991 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and John D. Gavrity, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1991.
* (xxvi) - Fourth Amendment dated as of May 1, 1992 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and John D. Gavrity, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1992.
* (xxvii) - Fifth Amendment dated as of May 1, 1993 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and John D. Gavrity, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1993.
* (xxviii) - Sixth Amendment dated as of May 1, 1994 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and John D. Gavrity, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1994.
* (xxix) - Employment contract dated as of April 1, 1989 between
USLIFE Corporation and Christopher S. Ruisi, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended March 31, 1989.
* (xxx) - First Amendment dated as of May 1, 1989 to employment
contract dated as of April 1, 1989 between USLIFE
Corporation and Christopher S. Ruisi, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1989.
* (xxxi) - Second Amendment dated as of May 1, 1990 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Christopher S. Ruisi, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended March 31, 1990.
* (xxxii) - Third Amendment dated as of May 1, 1991 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Christopher S. Ruisi, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1991.
<PAGE>5
USLIFE Corporation
Index to Exhibits
Exhibit
Number Exhibit
_______ _______
* (xxxiii) - Fourth Amendment dated as of May 1, 1992 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Christopher S. Ruisi, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1992.
* (xxxiv) - Fifth Amendment dated as of May 1, 1993 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Christopher S. Ruisi, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1993.
* (xxxv) - Sixth Amendment dated as of May 1, 1994 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and Christopher S. Ruisi, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1994.
* (xxxvi) - Employment contract dated as of April 1, 1989 between
USLIFE Corporation and A. Scott Bushey, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1989.
* (xxxvii) - First Amendment dated as of May 1, 1989 to employment
contract dated as of April 1, 1989 between USLIFE
Corporation and A. Scott Bushey, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1989.
* (xxxviii) - Second Amendment dated as of May 1, 1990 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and A. Scott Bushey, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1990.
* (xxxix) - Third Amendment dated as of May 1, 1991 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and A. Scott Bushey, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1991.
* (xl) - Fourth Amendment dated as of May 1, 1992 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and A. Scott Bushey, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1992.
* (xli) - Fifth Amendment dated as of May 1, 1993 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and A. Scott Bushey, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993.
* (xlii) - Sixth Amendment dated as of May 1, 1994 to employment
contract dated as of April 1, 1989, as amended, between
USLIFE Corporation and A. Scott Bushey, incorporated herein
by reference to USLIFE's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1994.
* (xliii) - Employment contract dated as of April 16, 1990 between
USLIFE Corporation and William A. Simpson, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended March 31, 1990.
* (xliv) - First Amendment dated as of May 1, 1991 to employment
contract dated as of April 16, 1990 between USLIFE
Corporation and William A. Simpson, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1991.
* (xlv) - Second Amendment dated as of May 1, 1992 to employment
contract dated as of April 16, 1990, as amended, between
USLIFE Corporation and William A. Simpson, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1992.
<PAGE>6
USLIFE Corporation
Index to Exhibits
Exhibit
Number Exhibit
_______ _______
* (xlvi) - Third Amendment dated as of October 1, 1992 to
employment contract dated as of April 16, 1990, as amended,
between USLIFE Corporation and William A. Simpson,
incorporated herein by reference to USLIFE's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1992.
* (xlvii) - Third Amendment dated as of May 1, 1993 to employment
contract dated as of April 16, 1990, as amended, between
USLIFE Corporation and William A. Simpson, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1993.
* (xlviii) - Fourth Amendment dated as of May 1, 1994 to employment
contract dated as of April 16, 1990, as amended, between
USLIFE Corporation and William A. Simpson, incorporated
herein by reference to USLIFE's Quarterly Report on Form
10-Q for the quarter ended June 30, 1994.
(il) - Lease dated as of December 30, 1986 between The United
States Life Insurance Company In the City of New York and
RREEF USA Fund-III for the lease of a portion of 125 Maiden
Lane, New York, New York, incorporated herein by reference
to USLIFE's Annual Report on Form 10-K for the year ended
December 31, 1986.
(l) - Amendment to Lease dated August 31, 1988 to Lease dated
as of December 30, 1986 between The United States Life
Insurance Company In the City of New York and RREEF USA
Fund-III for the lease of a portion of 125 Maiden Lane, New
York, New York, incorporated herein by reference to
USLIFE's Annual Report on Form 10-K for the year ended
December 31, 1988.
(li) - Second Amendment to Lease dated November 16, 1988 to
Lease dated as of December 30, 1986 between The United
States Life Insurance Company In the City of New York and
RREEF USA Fund-III for the lease of a portion of 125 Maiden
Lane, New York, New York, incorporated herein by reference
to USLIFE's Annual Report on Form 10-K for the year ended
December 31, 1988.
(lii) - Lease dated May 21, 1987 between The United States Life
Insurance Company In the City of New York and Commercial
Realty & Resources Corp. for the lease of premises at the
Jumping Brook Corporate Office Park in Neptune, New Jersey,
incorporated herein by reference to USLIFE's Annual Report
on Form 10-K for the year ended December 31, 1988.
(liii) - February 9, 1989 Amendment to Lease dated May 21, 1987
between The United States Life Insurance Company In the
City of New York and Commercial Realty & Resources Corp.
for the lease of premises at the Jumping Brook Corporate
Office Park in Neptune, New Jersey, incorporated herein by
reference to USLIFE's Annual Report on Form 10-K for the
year ended December 31, 1988.
* (liv) - 1981 Stock Option Plan, incorporated herein by reference
to USLIFE's Annual Report on Form 10-K for the year ended
December 31, 1981.
* (lv) - 1978 Stock Option Plan, incorporated herein by reference
to USLIFE's Annual Report on Form 10-K for the year ended
December 31, 1980.
* (lvi) - USLIFE Coporation Deferred Compensation Plan, as
amended February 28, 1995.
* (lvii) - Book Unit Plan, as amended.
* (lviii) - USLIFE Corporation Retirement Plan for Outside Directors
(as amended September 25, 1990).
* (lix) - USLIFE Corporation Restricted Stock Plan, as amended
September 27, 1994.
<PAGE>7
USLIFE Corporation
Index to Exhibits
Exhibit
Number Exhibit
_______ _______
* (lx) - USLIFE Corporation 1991 Stock Option Plan, as amended.
* (lxi) - USLIFE Corporation Non-Employee Directors' Stock Option
Plan, incorporated herein by reference to Exhibit 4(a) to
USLIFE's Registration Statement No. 33-53265 on Form S-8
dated April 25, 1994.
* (lxii) - Annual Incentive Plan, as amended October 25, 1994, for
Selected Key Officers of USLIFE Corporation and its
Subsidiaries.
* (lxiii) - USLIFE Corporation Deferred Compensation Plan (as
amended November 16, 1993).
* (lxiv) - USLIFE Corporation 1993 Long-Term Incentive Award
Guidelines, as amended.
* (lxv) - USLIFE Corporation Supplemental Employee Savings and
Investment Plan.
* (lxvi) - USLIFE Corporation Supplemental Retirement Plan.
* (lxvii) - Trust Agreement made as of September 25, 1990 among
USLIFE Corporation, Manufacturers Hanover Trust Company
(predecessor to Chemical Bank) and KPMG Peat Marwick LLP
(as independent contractor) establishing a trust to fund
certain employment contracts, incorporated herein by
reference to USLIFE's Annual Report on Form 10-K for the
year ended December 31, 1990.
* (lxviii) - Trust Agreement made as of September 25, 1990 among
USLIFE Corporation, Manufacturers Hanover Trust Company
(predecessor to Chemical Bank) and KPMG Peat Marwick LLP
(as independent contractor) establishing a trust to fund
the USLIFE Corporation Supplemental Retirement Plan,
incorporated herein by reference to USLIFE's Annual Report
on Form 10-K for the year ended December 31, 1990.
* (lxix) - Trust Agreement made as of September 25, 1990 among
USLIFE Corporation, Manufacturers Hanover Trust Company
(predecessor to Chemical Bank) and KPMG Peat Marwick LLP
(as independent contractor) establishing a trust to fund
the USLIFE Corporation Retirement Plan for Outside
Directors, incorporated herein by reference to USLIFE's
Annual Report on Form 10-K for the year ended December 31,
1990.
12 - Computations of ratios of earnings to fixed charges.
21 - List of Subsidiaries.
23 - Consent of Independent Certified Public Accountants,
incorporated by reference to page 39 of USLIFE's Annual
Report on Form 10-K for the year ended December 31, 1994.
27 - Financial Data Schedule.
99 (i) - Annual Report on Form 11-K of USLIFE Corporation
Employee Savings and Investment Plan for the plan year
ended December 31, 1994.
99 (ii) - Trust Agreement made as of December 6, 1990 among USLIFE
Corporation, Manufacturers Hanover Trust Company
(predecessor to Chemical Bank), and KPMG Peat Marwick LLP
(as independent contractor) establishing a trust to fund
the USLIFE Corporation Retirement Plan, incorporated herein
by reference to USLIFE's Annual Report on Form 10-K for the
year ended December 31, 1990.
* Indicates a management contract or compensatory plan or arrangement.
<PAGE>1
EXHIBIT 99 (i)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________________ to ____________________
Commission file number 1-5683
A. Full title of the Plan and the address of the Plan, if different from that
of the issuer named below:
USLIFE Corporation Employee Savings and Investment Plan
B. Name of issuer of the securities held pursuant to the Plan and the address
of its principal executive office:
USLIFE Corporation
125 Maiden Lane
New York, New York 10038
<PAGE>2
USLIFE Corporation Employee Savings and Investment Plan
Index to Financial Statements and Financial Statement Schedules
Page
____
Independent Auditors' Report............................... 3
Statements of Financial Position as of
December 31, 1994 and 1993................................ 4
Statements of Income and Changes in Plan Equity
for the three years ended December 31, 1994............... 5
Notes to Financial Statements.............................. 6
Schedule I - Investments................................... *
Schedule II - Allocation of Plan Assets and Liabilities to
Investment Programs as of December 31, 1994 and 1993...... 15
Schedule III - Allocation of Plan Income and Changes in
Plan Equity to Investment Programs for the three years
ended December 31, 1994................................... 19
______________________
* Schedule I has been omitted because the required information is
incorporated in the financial statements or notes thereto.
<PAGE>3
INDEPENDENT AUDITORS' REPORT
____________________________
The Board of Directors and Shareholders
USLIFE Corporation:
We have audited the financial statements of the USLIFE Corporation
Employee Savings and Investment Plan as listed in the accompanying
index. In connection with our audits of the financial statements, we
have also audited the financial statement schedules as listed in the
accompanying index. These financial statements and financial statement
schedules are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements
and financial statement schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the USLIFE
Corporation Employee Savings and Investment Plan as of December 31,
1994 and 1993, and the income and changes in its plan equity for each
of the years in the three-year period ended December 31, 1994, in
conformity with generally accepted accounting principles. Also in our
opinion, the related financial statement schedules, when considered in
relation to the basic financial statements taken as a whole, present
fairly, in all material respects, the information set forth therein.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
March 30, 1995
345 Park Avenue
New York, New York
<PAGE>4
USLIFE Corporation Employee Savings and Investment Plan
Statements of Financial Position
December 31, 1994 and 1993
Assets 1994 1993
______ ____ ____
Investments, at market (Notes 1 and 6):
USLIFE Corporation common stock $18,365,873 $18,158,628
Participation in Bankers Trust Company
Discretionary Account - Short Term
Investment Fund 6,178,057 5,601,727
Participation in Bankers Trust Company
Short / Intermediate Bond Fund -
General Employee Benefit Trust 6,212,953 6,160,487
Participation in Bankers Trust Company
Equity Fund - General Employee Benefit
Trust 8,363,684 8,319,977
Participation in Bankers Trust Company
Directed Account - Short Term Investment
Fund 581,872 632,871
Loans to participants 2,246,325 2,064,412
___________ ___________
Total investments 41,948,764 40,938,102
Investment income accrued 46,179 31,067
Accrued contributions receivable:
Participant 24,198 522
Employer 11,611 -
___________ ___________
Total accrued contributions receivable 35,809 522
___________ ___________
Total assets $42,030,752 $40,969,691
=========== ===========
Liabilities and Plan Equity
___________________________
Distributions to terminated and withdrawing
participants payable $ 245,081 $ 114,417
Forfeiture credits payable 11,883 9,441
___________ ___________
Total liabilities 256,964 123,858
Plan equity 41,773,788 40,845,833
___________ ___________
Total liabilities and plan equity $42,030,752 $40,969,691
=========== ===========
See accompanying notes to financial statements.
<PAGE>5
USLIFE Corporation Employee Savings and Investment Plan
Statements of Income
and Changes in Plan Equity
For the Three Years Ended December 31, 1994
1994 1993 1992
____ ____ ____
Investment income:
Dividends on common stock $ 632,794 $ 565,234 $ 486,409
Income from pooled investment
funds 268,993 191,589 212,179
Interest on loans to
participants 144,743 146,437 137,498
___________ ___________ ___________
Total investment income 1,046,530 903,260 836,086
Appreciation of USLIFE
Corporation common stock
distributed to terminated and
withdrawing participants 49,627 61,870 9,460
Net gain on sale of securities 434,318 352,353 115,095
Unrealized appreciation or
(depreciation) of plan
assets (Notes 1 and 6) (2,966,879) 1,923,905 2,540,982
___________ ___________ ___________
(1,436,404) 3,241,388 3,501,623
___________ ___________ ___________
Contributions (Notes 1 and 2):
Rollover 219,739 258,979 75,060
Participant 3,814,105 3,751,933 3,390,369
Employer:
USLIFE Corporation
common stock 1,156,081 1,097,881 947,772
Cash 629,419 692,655 661,050
___________ ___________ ___________
Total contributions 5,819,344 5,801,448 5,074,251
___________ ___________ ___________
Total additions to plan 4,382,940 9,042,836 8,575,874
___________ ___________ ___________
Distributions to terminated and
withdrawing participants:
USLIFE Corporation
common stock 158,023 310,701 115,938
Cash 3,296,962 2,613,982 2,706,071
___________ ___________ ___________
Total distributions 3,454,985 2,924,683 2,822,009
___________ ___________ ___________
Changes in plan equity 927,955 6,118,153 5,753,865
Plan equity:
Beginning of year 40,845,833 34,727,680 28,973,815
___________ ___________ ___________
End of year $41,773,788 $40,845,833 $34,727,680
=========== =========== ===========
See accompanying notes to financial statements.
<PAGE>6
USLIFE Corporation Employee Savings and Investment Plan
Notes to Financial Statements
(1) Summary of Significant Accounting Policies:
___________________________________________
(a) The accompanying Statements of Financial Position and
Statements of Income and Changes in Plan Equity present
financial information of the USLIFE Corporation Employee
Savings and Investment Plan (the "Plan") on an accrual basis.
The Plan consists of four funds:
Fund A - USLIFE Corporation Common Stock Fund
Fund B - Fixed Income Fund
Fund C - General Equity Fund
Fund D - Short Term Investment Fund
The Plan also grants loans to qualified participants, as
described under "Description of the Plan." The Plan was
established effective January 1, 1982.
(b) Investments of the USLIFE Corporation Common Stock Fund
consist primarily of common stock of USLIFE Corporation
("USLIFE"), which is stated at market value. USLIFE common
stock may be purchased for the Plan, at market value, by
Bankers Trust Company (the "Trustee") directly from USLIFE or
in the open market. Common stock purchased from USLIFE may
either be authorized but unissued shares or shares reacquired
and held in USLIFE's treasury. Security transactions are
recognized on the trade date. Dividend income is recorded on
an accrual basis as of the ex-dividend date.
Investments of the Fixed Income Fund consist primarily of
participation in the Bankers Trust Short/Intermediate Bond
Fund - General Employee Benefit Trust ("GEBT") composed
principally of bonds, United States government securities and
other fixed income securities of companies other than USLIFE.
These investments are stated at market value.
Investments of the General Equity Fund consist primarily of
participation in the Bankers Trust Equity Fund - GEBT
composed of common stocks of companies other than USLIFE.
This fund also holds certain fixed income securities as
temporary investments. All investments in this fund are
stated at market value.
Investments of the Short Term Investment Fund ("STIF")
consist primarily of participation in the Bankers Trust
Discretionary Account composed of investments in short-term
securities of companies other than USLIFE. These investments
are stated at market value.
<PAGE>7
USLIFE Corporation Employee Savings and Investment Plan
Notes to Financial Statements
Unrealized appreciation (depreciation) for each fund at the beginning and end
of each year and the net increase (decrease) for each year included in the
Statements of Income and Changes in Plan Equity are as follows:
1994
_______________________________________________________
Total Fund A Fund B Fund C Fund D
_____ ______ ______ ______ ______
Balance at beginning
of year $11,932,958 $ 7,173,774 $1,839,385 $2,919,799 $ --
Balance at end of year 8,966,079 5,353,794 1,507,953 2,104,332 --
___________ ___________ __________ __________ _____
Net change $(2,966,879) $(1,819,980) $ (331,432) $ (815,467) $ --
=========== =========== ========== ========== =====
1993
_______________________________________________________
Total Fund A Fund B Fund C Fund D
_____ ______ ______ ______ ______
Balance at beginning
of year $10,009,053 $ 6,366,146 $1,474,123 $2,168,784 $ --
Balance at end of year 11,932,958 7,173,774 1,839,385 2,919,799 --
___________ ___________ __________ __________ _____
Net change $ 1,923,905 $ 807,628 $ 365,262 $ 751,015 $ --
=========== =========== ========== ========== =====
1992
_______________________________________________________
Total Fund A Fund B Fund C Fund D
_____ ______ ______ ______ ______
Balance at beginning
of year $ 7,468,071 $ 4,431,732 $1,198,410 $1,837,929 $ --
Balance at end of year 10,009,053 6,366,146 1,474,123 2,168,784 --
___________ ___________ __________ __________ _____
Net change $ 2,540,982 $ 1,934,414 $ 275,713 $ 330,855 $ --
=========== =========== ========== ========== =====
(c) Distributions to terminated and withdrawing participants are based upon
the market value of units and/or shares credited to the participants' accounts
as of the effective date of termination or withdrawal.
(d) Contributions made by USLIFE are reported net of forfeitures of $81,358,
$96,366 and $88,566 during 1994, 1993 and 1992, respectively.
<PAGE>8
USLIFE Corporation Employee Savings and Investment Plan
Notes to Financial Statements
(2) Description of the Plan
_______________________
The Plan is an employee savings and investment plan for eligible
employees of USLIFE Corporation and subsidiaries (the "Company").
Under the Plan, eligible employees may contribute from a minimum
of 1% to a maximum of 12% of their salary, as defined under the
Plan, each pay period. The first 3% of the salary an employee
contributes to the Plan is designated as the basic contribution.
The next 9% of salary an employee contributes is designated as the
supplemental contribution. For those employees who are not highly
compensated under IRS regulations (ie., those employees earning
less than $66,000, $66,000 and $64,245 in 1995, 1994 and 1993,
respectively), up to 12% of the employee's salary may be
contributed on a pre-tax basis under the Extra Savings Potential
("ESP") option. Those employees who are highly compensated may
contribute up to 7% of salary under the ESP option. USLIFE will
contribute an amount equal to 100% of the employees' basic
contribution each pay period on behalf of all participating
employees. All USLIFE contributions will be invested on behalf of
the Plan's participants in the USLIFE Corporation Common Stock
Fund. No more than $150,000, as adjusted by law, may be included
in "Salary" for Plan Years after 1993. As a result, contributions
by Participants and Company Contributions during 1994 and later
Plan Years will be limited for those employees with compensation
exceeding the maximum. There are additional limitations under the
Tax Reform Act of 1986 ("TRA") which are discussed below.
Employees may designate that their contributions be invested
entirely in any one of the four available funds or in 25%
increments among two, three, or all four of such funds. All
Participant contributions vest immediately.
USLIFE contributions vest under a five-year graded vesting
schedule which provides for 20% vesting upon the completion of the
first year of participation and an additional 20% vesting upon the
completion of each additional year of participation until 100%
vesting is reached at the end of the fifth year of participation.
100% of USLIFE contributions may also vest, notwithstanding length
of time in the Plan, under certain conditions including
retirement, death, permanent disability, the acquisition of a
specified percentage of the voting stock of USLIFE by another
entity under stated circumstances ("acquisition"), or the
occurrence of any transaction requiring the affirmative vote of
80% of the outstanding stock of the Company entitled to vote under
certain circumstances ("transaction"). Such an acquisition or
transaction also results in the inclusion of all severance
payments in Salary
<PAGE>9
USLIFE Corporation Employee Savings and Investment Plan
Notes to Financial Statements
for purposes of the benefit calculation. The value of a
Participant's account is determined using the unit value method
for all Funds.
Upon death, retirement, permanent disability, or other termination
of employment, or pursuant to a Qualified Domestic Relations Order
as that term is defined by the Internal Revenue Code or Title I of
the Employee Retirement Income Security Act or the rules
thereunder, the amount credited to a Participant's account is
distributed to the employee or employee's beneficiary either in an
immediate single sum or in installments over a period not to
exceed ten years. A Participant may withdraw from the Plan an
amount credited to his account attributable to his contributions
and fully vested Company contributions at any time, subject to
certain restrictions regarding resumption of contributions and
subsequent withdrawals. Withdrawals or distributions from the
USLIFE Corporation Common Stock Fund which are made by officers of
USLIFE Corporation or its subsidiaries who are subject to the
short-swing profit provisions of the Securities Exchange Act of
1934 ("subject officers") will be paid in shares of USLIFE
Corporation common stock, unless the Participant ceases further
purchases of USLIFE Corporation common stock under the Plan for
six months, in which case the withdrawal can be made in cash. All
other Participants may elect to receive withdrawals from the
USLIFE Corporation Common Stock Fund in cash or in shares of
USLIFE Corporation common stock. A demonstration of financial
hardship is required for a withdrawal from a Participant's vested
account balance under the ESP option, unless the Participant has
attained age 59-1/2 or is totally disabled as that term is defined
by the Social Security Administration. A withdrawal of the
earnings on ESP contributions accruing after December 31, 1988 is
not permitted under any circumstances. A Participant must first
seek a loan from the Plan before making a hardship withdrawal.
For distributions made on or after January 1, 1993, a distributee
may elect to have any portion of an eligible rollover distribution
paid directly to an eligible retirement plan. In the absence of
such a request, the Plan Administrator is required to withhold 20%
of the eligible rollover distribution for federal tax purposes.
A Participant who has participated in the Plan for one year or
more may borrow once in any Plan Year, after meeting certain Plan
requirements, from his fully vested account balance provided that
the total amounts borrowed and not repaid (including interest due
and unpaid) do not exceed the lesser of (1) $50,000, or (2) 50% of
the value of the Participant's vested account balance. For
Participants with vested account balances of $100,000 or more, the
maximum loan amount is $50,000 reduced by the highest outstanding
loan balance during
<PAGE>10
USLIFE Corporation Employee Savings and Investment Plan
Notes to Financial Statements
the one year period ending on the day before the new loan is made.
A loan which is funded in any part by the Participant's holdings
in the USLIFE Corporation Common Stock Fund, for subject officers,
will result in the suspension of further purchases of USLIFE
Corporation common stock for six months. To comply with the
interest rate requirements of the Department of Labor, the current
interest rate charged on new loans for the term of the loan is
changed monthly and based on the average of three or more rates
charged by commercial lenders on comparable loans secured by
passbook accounts. Loans to Participants are for terms of not
less than one year and not more than five years, with the
exception of loans for the purchase of a principal residence which
may be for up to 30 years. Payments of principal and interest on
such loans commence in the month following the month during which
the loan proceeds are disbursed to the Participant, and are
accomplished by payroll deduction from the wages of the
Participant according to an amortization schedule which is
established by the Administrative Committee in a nondiscriminatory
manner. A loan made to a Plan Participant under this provision
matures in full upon the retirement, death, or termination of
employment of the Participant. A Participant may accelerate
repayment at the end of any month during the term of the loan,
after the loan has been in force for at least one year, provided
that such repayment includes the full remaining principal together
with interest to the date of repayment. A Participant may also
consolidate or renegotiate an outstanding Plan loan subject to
certain requirements. The Plan provides that the loan program is
to be managed by the Administrative Committee in a uniform and
nondiscriminatory manner and that the Administrative Committee may
determine an overall limit on the amount of loans that may be
provided by the Plan to all Participants at any one time and may
establish such further rules and limitations as it deems
appropriate.
Any Company contributions made on behalf of a terminated employee
which are not vested will be forfeited upon termination of
employment and will be used to reduce the Company's future
contributions to the Plan. Distributions of the USLIFE
Corporation Common Stock Fund may generally be paid in cash or in
shares of USLIFE common stock, pursuant to the election of the
Participant (fractional shares are paid in cash); Participants who
are subject to the short swing profit provisions of Section 16(b)
of the Securities Exchange Act of 1934 must take any distribution
from the USLIFE Corporation Common Stock Fund while employed by
the Company in shares unless the distribution is being made in
connection with a Qualified Domestic Relations Order as defined by
the Internal Revenue Code or Title I of the Employee Retirement
Income Security Act, or the rules thereunder, in which case the
<PAGE>11
USLIFE Corporation Employee Savings and Investment Plan
Notes to Financial Statements
distribution may be taken in cash. Distributions of Funds B, C,
and D are paid in cash.
As of December 31, 1994 and 1993 there were 5,203,393 and
4,854,419 total units in Fund A, 1,565,576 and 1,562,614 total
units in Fund B, 1,749,727 and 1,634,931 total units in Fund C and
2,339,992 and 2,137,157 total units in Fund D, with unit values of
$3.63 and $3.87, $3.82 and $3.91, $4.76 and $5.10 and $2.70 and
$2.59, respectively.
The Plan permits consideration of any bonus amounts, including
those received by officers of subsidiary companies, for purposes
of determining benefits derived from the Plan. Retirees and
terminated employees with over $3,500 in Company contributions are
permitted to defer commencement of benefits for up to sixty
months. Participants subject to the short-swing profit provisions
of the Securities Exchange Act of 1934 who are making a withdrawal
in connection with their retirement or termination of employment
may make such withdrawals in the form of cash or USLIFE common
stock. Employees not subject to those Securities Exchange Act
requirements are permitted to make any withdrawals in the form of
cash or USLIFE common stock.
The Tax Reform Act of 1986 ("TRA") made major changes which affect
the provisions of the Plan. Adoption of the required plan
amendments was not required until the end of 1994 if the Plan
operated as if the new provisions had been formally adopted.
Briefly summarized, the required amendments, which were formally
adopted in December 1994, provide as follows: The maximum annual
Extra Savings Potential ("ESP") contribution is $7,000, as
adjusted by a cost of living factor for plan years after 1987. If
a Participant's contribution to his ESP account and to other
401(k) plans exceeds $7,000 in 1987 or such amount as adjusted in
any calendar year thereafter he may notify the Plan administrator
in writing and obtain a distribution of the excess amount and any
earnings thereon. The maximum annual addition to a Participant's
account including all employee and Company contributions cannot
exceed the lesser of 25% of compensation or $30,000, as adjusted
pursuant to statute. New nondiscrimination tests contain a
formula which limits the average contribution percentages of
"highly compensated employees," a group which potentially includes
those earning over $45,000 per year, as adjusted by law. In the
event that the average contribution percentages of the highly
compensated exceed the levels set in the nondiscrimination tests,
the excess contributions will not be accepted, or will be returned
to the affected highly compensated employees.
<PAGE>12
USLIFE Corporation Employee Savings and Investment Plan
Notes to Financial Statements
(3) Changes in Investment in USLIFE Common Stock
____________________________________________
Changes in investment in USLIFE common stock, at cost, for the years ended
December 31, 1994 and 1993 were as follows:
1994 1993
___________________ __________________
Shares Cost Shares Cost
______ ____ ______ ____
USLIFE common stock:
Balance at January 1 473,189 $10,984,854 450,960 $ 9,981,154
Purchases 57,895 2,135,621 29,845 1,179,328
Distributions to participants
and sales of stock 4,464 108,396 7,616 175,628
_______ ___________ _______ __________
Balance at December 31 526,620 $13,012,079 473,189 $10,984,854
======= =========== ======= ==========
(4) Administration of the Plan
__________________________
Under the terms of a trust agreement between the Trustee and the Plan, the
Trustee manages the Plan's assets on behalf of the Plan. As of December 31,
1994 and 1993 substantially all of the Plan's assets were held by the Trustee.
The USLIFE Corporation Employee Savings and Investment Trust provides that the
Company will pay all administration and brokerage commission charges on
purchases of USLIFE Corporation common stock for employee accounts.
(5) Federal Income Taxes
____________________
In July, 1986, the Plan received an Internal Revenue Service determination
stating that the Plan meets the requirements of Section 401(a) of the Internal
Revenue Code, as amended, and that the trust established thereunder is entitled
to exemption from payment of Federal income taxes under provisions of Section
501(a) of the Code. Employees participating in the Plan are not taxed
currently on Company contributions or on the earnings of the trust. See Note
(2) of Notes to Financial Statements as to the impact of the Tax Reform Act of
1986 on certain provisions of the Plan.
<PAGE>13
USLIFE Corporation Employee Savings and Investment Plan
Notes to Financial Statements
(6) Net Unrealized Appreciation
___________________________
The net unrealized appreciation of the investments of the Plan at December 31,
1994, 1993 and 1992 was as follows:
1994
______________________________________
Net
Unrealized
Cost Market Appreciation
____ ______ ____________
USLIFE Corporation common stock $13,012,079 $18,365,873 $ 5,353,794
Participation in Bankers Trust
Company Discretionary Account - STIF 6,178,057 6,178,057 --
Participation in Bankers Trust
Company Short/Intermediate Bond
Fund - GEBT 4,705,000 6,212,953 1,507,953
Participation in Bankers Trust
Company Equity Fund - GEBT 6,259,352 8,363,684 2,104,332
Participation in Bankers Trust
Company Directed Account - STIF 581,872 581,872 --
Loans to participants 2,246,325 2,246,325 --
___________ ___________ ___________
Total investments $32,982,685 $41,948,764 $ 8,966,079
=========== =========== ===========
1993
______________________________________
Net
Unrealized
Cost Market Appreciation
____ ______ ____________
USLIFE Corporation common stock $10,984,854 $18,158,628 $ 7,173,774
Participation in Bankers Trust
Company Discretionary Account - STIF 5,601,727 5,601,727 --
Participation in Bankers Trust
Company Short/Intermediate Bond
Fund - GEBT 4,321,102 6,160,487 1,839,385
Participation in Bankers Trust
Company Equity Fund - GEBT 5,400,178 8,319,977 2,919,799
Participation in Bankers Trust
Company Directed Account - STIF 632,871 632,871 --
Loans to participants 2,064,412 2,064,412 --
___________ ___________ ___________
Total investments $29,005,144 $40,938,102 $11,932,958
=========== =========== ===========
<PAGE>14
USLIFE Corporation Employee Savings and Investment Plan
Notes to Financial Statements
1992
______________________________________
Net
Unrealized
Cost Market Appreciation
____ ______ ____________
USLIFE Corporation common stock $ 9,981,154 $16,347,300 $ 6,366,146
Participation in Bankers Trust
Company Discretionary Account - STIF 5,530,331 5,530,331 --
Participation in Bankers Trust
Company Short/Intermediate Bond
Fund - GEBT 3,731,345 5,205,468 1,474,123
Participation in Bankers Trust
Company Equity Fund - GEBT 3,988,382 6,157,166 2,168,784
Participation in Bankers Trust
Company Directed Account - STIF 537,859 537,859 --
Loans to participants 1,655,303 1,655,303 --
___________ ___________ ___________
Total investments $25,424,374 $35,433,427 $10,009,053
=========== =========== ===========
(7) Termination of the Plan
_______________________
Although the Company expects and intends to maintain the Plan in force
indefinitely, it may at any time be terminated, partially terminated or
contributions thereunder discontinued by action of the Board of Directors of
USLIFE. In the event of termination or partial termination of the Plan or
complete discontinuance of contributions under the Plan, no contribution will
be made thereafter, except for a month the last day of which coincides with or
precedes such termination or discontinuance; no distribution shall be made
except as provided in the Plan; the rights of all participants to the amounts
credited to their accounts as of the date of such complete or partial
termination or discontinuance shall be fully vested; no person shall have any
right or interest except with respect to the Trust Fund, and the Trustee will
continue to act until the Trust Fund will have been distributed in accordance
with the Plan.
In the event of a termination of the Plan, if any balance remains after all the
benefits due under any section of the Plan have been paid in full, such balance
will, subject to any charge which may be made by the Trustee, be returned to
the Company or its successor.
<PAGE>15
<TABLE>
Schedule II
___________
USLIFE Corporation Employee Savings and Investment Plan
(Page 1 of 2)
Allocation of Plan Assets and Liabilities to Investment Programs
December 31, 1994 and 1993
<CAPTION>
December 31, 1994
_______________________________________________________________________
Fund A -
USLIFE
Corporation Fund B - Fund C - Fund D -
Common Fixed General Short Term
Stock Income Equity Investment
Assets Total Funds Fund Fund Fund Fund
______ ___________ ___________ __________ __________ __________
<S> <C> <C> <C> <C> <C>
Investments, at market value:
USLIFE Corporation common stock $18,365,873 $18,365,873 $ -- $ -- $ --
Participation in Bankers Trust Company
Discretionary Account - STIF 6,178,057 -- -- -- 6,178,057
Participation in Bankers Trust Company
Short/Intermediate Bond Fund - GEBT 6,212,953 -- 6,212,953 -- --
Participation in Bankers Trust Company
Equity Fund -GEBT 8,363,684 -- -- 8,363,684 --
Participation in Bankers Trust Company
Directed Account - STIF 581,872 573,963 -- -- --
Loans to participants 2,246,325 -- -- -- --
____________ ____________ ___________ ___________ ___________
Total investments 41,948,764 18,939,836 6,212,953 8,363,684 6,178,057
Investment income accrued 46,179 9,680 1,879 3,162 31,422
Accrued contributions receivable (refundable) (a):
Participant 24,198 38,078 (8,170) 13,178 (18,888)
Employer 11,611 11,611 -- -- --
Inter-fund balances -- 18,564 (170,699) (18,588) 170,723
____________ ____________ ___________ ___________ ___________
Total accrued contributions receivable 35,809 68,253 (178,869) (5,410) 151,835
____________ ____________ ___________ ___________ ___________
Remittances on participant loans
pending investment -- 47,086 8,835 12,116 9,453
Loans receivable -- -- -- -- --
____________ ____________ ___________ ___________ ___________
Total assets $42,030,752 $19,064,855 $6,044,798 $8,373,552 $6,370,767
============ ============ =========== =========== ===========
Liabilities and Plan Equity
___________________________
Distributions to terminated and withdrawing
participants payable (cash) $ 245,081 $ 110,688 $ 48,374 $ 37,808 $ 21,986
Forfeiture credits payable 11,883 11,883 -- -- --
Payable from unallocated loan disbursements -- -- -- -- --
Loans payable -- 38,236 9,286 1,920 20,493
____________ ____________ ___________ ___________ ___________
Total liabilities 256,964 160,807 57,660 39,728 42,479
Plan equity 41,773,788 18,904,048 5,987,138 8,333,824 6,328,288
____________ ____________ ___________ ___________ ___________
Total liabilities and plan equity $42,030,752 $19,064,855 $6,044,798 $8,373,552 $6,370,767
============ ============ =========== =========== ===========
(a) Net of inter-fund receivables and payables.
</TABLE>
<PAGE>16
<TABLE>
Schedule II
___________
(Page 1 of 2) (continued)
<CAPTION>
December 31, 1994
_______________________________
Loans Inter-Fund
to Consolidating
Assets Participants Adjustments
______ ____________ _____________
<S> <C> <C>
Investments, at market value:
USLIFE Corporation common stock $ -- $ --
Participation in Bankers Trust Company
Discretionary Account - STIF -- --
Participation in Bankers Trust Company
Short/Intermediate Bond Fund - GEBT -- --
Participation in Bankers Trust Company
Equity Fund -GEBT -- --
Participation in Bankers Trust Company
Directed Account - STIF 7,909 --
Loans to participants 2,246,325 --
____________ __________
Total investments 2,254,234 --
Investment income accrued 36 --
Accrued contributions receivable (refundable) (a):
Participant -- --
Employer -- --
Inter-fund balances -- --
____________ __________
Total accrued contributions receivable -- --
____________ __________
Remittances on participant loans
pending investment -- (77,490)
Loans receivable 69,935 (69,935)
____________ __________
Total assets $2,324,205 $(147,425)
============ ==========
Liabilities and Plan Equity
___________________________
Distributions to terminated and withdrawing
participants payable (cash) $ 26,225 $ --
Forfeiture credits payable -- --
Payable from unallocated loan disbursements 77,490 (77,490)
Loans payable -- (69,935)
____________ __________
Total liabilities 103,715 (147,425)
Plan equity 2,220,490 --
____________ __________
Total liabilities and plan equity $2,324,205 $(147,425)
============ ==========
(a) Net of inter-fund receivables and payables.
</TABLE>
<PAGE>17
<TABLE>
Schedule II
___________
USLIFE Corporation Employee Savings and Investment Plan
(Page 2 of 2)
Allocation of Plan Assets and Liabilities to Investment Programs
December 31, 1994 and 1993
<CAPTION>
December 31, 1993
_______________________________________________________________________
Fund A -
USLIFE
Corporation Fund B - Fund C - Fund D -
Common Fixed General Short Term
Stock Income Equity Investment
Assets Total Funds Fund Fund Fund Fund
______ ___________ ___________ __________ __________ __________
<S> <C> <C> <C> <C> <C>
Investments, at market value:
USLIFE Corporation common stock $18,158,628 $18,158,628 $ -- $ -- $ --
Participation in Bankers Trust Company
Discretionary Account - STIF 5,601,727 -- -- -- 5,601,727
Participation in Bankers Trust Company
Short/Intermediate Bond Fund - GEBT 6,160,487 -- 6,160,487 -- --
Participation in Bankers Trust Company
Equity Fund -GEBT 8,319,977 -- -- 8,319,977 --
Participation in Bankers Trust Company
Directed Account - STIF 632,871 625,072 -- -- --
Loans to participants 2,064,412 -- -- -- --
____________ ____________ ___________ ___________ ___________
Total investments 40,938,102 18,783,700 6,160,487 8,319,977 5,601,727
Investment income accrued 31,067 8,031 1,837 2,713 18,373
Accrued contributions receivable (refundable) (a):
Participant 522 15,063 11,286 15,103 (40,930)
Employer -- -- -- -- --
Inter-fund balances -- 63,808 (65,380) 14,095 (12,523)
____________ ___________ ___________ ___________ ___________
Total accrued contributions receivable 522 78,871 (54,094) 29,198 (53,453)
____________ ___________ ___________ ___________ ___________
Remittances on participant loans
pending investment -- 31,010 13,876 12,479 12,229
Loans receivable -- -- -- -- --
____________ ___________ ___________ ___________ ___________
Total assets $40,969,691 $18,901,612 $6,122,106 $8,364,367 $5,578,876
============ ============ =========== =========== ===========
Liabilities and Plan Equity
___________________________
Distributions to terminated and withdrawing
participants payable (cash) $ 114,417 $ 59,210 $ 9,540 $ 11,842 $ 25,302
Payable to Bankers Trust Company -- -- -- -- --
Forfeiture credits payable 9,441 9,441 -- -- --
Payable from unallocated loan disbursements -- -- -- -- --
Loans payable -- 47,951 9,202 7,459 19,088
____________ ____________ ___________ ___________ ___________
Total liabilities 123,858 116,602 18,742 19,301 44,390
Plan equity 40,845,833 18,785,010 6,103,364 8,345,066 5,534,486
____________ ____________ ___________ ___________ ___________
Total liabilities and plan equity $40,969,691 $18,901,612 $6,122,106 $8,364,367 $5,578,876
============ ============ =========== =========== ===========
(a) Net of inter-fund receivables and payables.
</TABLE>
<PAGE>18
<TABLE>
Schedule II
___________
(Page 2 of 2) (continued)
<CAPTION>
December 31, 1993
____________________________
Loans Inter-Fund
to Consolidating
Assets Participants Adjustments
______ ____________ _____________
<S> <C> <C>
Investments, at market value:
USLIFE Corporation common stock $ -- $ --
Participation in Bankers Trust Company
Discretionary Account - STIF -- --
Participation in Bankers Trust Company
Short/Intermediate Bond Fund - GEBT -- --
Participation in Bankers Trust Company
Equity Fund -GEBT -- --
Participation in Bankers Trust Company
Directed Account - STIF 7,799 --
Loans to participants 2,064,412 --
____________ __________
Total investments 2,072,211 --
Investment income accrued 113 --
Accrued contributions receivable (refundable) (a): --
Participant -- --
Employer -- --
Inter-fund balances -- --
____________ __________
Total accrued contributions receivable -- --
____________ __________
Remittances on participant loans
pending investment -- (69,594)
Loans receivable -- --
____________ __________
Total assets $2,072,324 $ (69,594)
============ ==========
Liabilities and Plan Equity
___________________________
Distributions to terminated and withdrawing
participants payable (cash) $ 8,523 $ --
Payable to Bankers Trust Company -- --
Forfeiture credits payable -- --
Payable from unallocated loan disbursements 69,594 (69,594)
Loans payable (83,700) --
____________ __________
Total liabilities (5,583) (69,594)
Plan equity 2,077,907 --
____________ __________
Total liabilities and plan equity $2,072,324 $ (69,594)
============ ==========
(a) Net of inter-fund receivables and payables.
</TABLE>
<PAGE>19
<TABLE>
Schedule III
____________
(Page 1 of 3)
USLIFE Corporation Employee Savings and Investment Plan
Allocation of Plan Income and Changes in Plan Equity to Investment Programs
For the Three Years Ended December 31, 1994
<CAPTION>
1994
__________________________________________________________________________________
Fund A -
USLIFE
Corporation Fund B - Fund C - Fund D -
Common Fixed General Short Term Loans
Stock Income Equity Investment to
Total Funds Fund Fund Fund Fund Participants
___________ ___________ __________ __________ __________ _____________
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends on common stock $ 632,794 $ 632,794 $ -- $ -- $ -- $ --
Income from pooled investment funds 268,993 14,186 353 444 253,679 331
Interest on loans to participants 144,743 62,893 22,273 35,003 24,574 --
____________ ____________ ___________ ___________ ___________ ___________
Total investment income 1,046,530 709,873 22,626 35,447 278,253 331
Appreciation of USLIFE Corporation common
stock distributed to terminated and
withdrawing participants 49,627 49,627 -- -- -- --
Net gain on sale of securities 434,318 -- 202,650 231,668 -- --
Unrealized appreciation or (depreciation)
of plan assets (2,966,879) (1,819,980) (331,432) (815,467) -- --
____________ ____________ ___________ ___________ ___________ ___________
(1,436,404) (1,060,480) (106,156) (548,352) 278,253 331
____________ ____________ ___________ ___________ ___________ ___________
Contributions:
Rollover 219,739 48,139 81,072 87,537 2,991 --
Participant 3,814,105 1,081,591 521,671 1,153,830 1,057,013 --
Employer:
USLIFE Corporation common stock 1,156,081 1,156,081 -- -- -- --
Cash 629,419 629,419 -- -- -- --
____________ ____________ ___________ ___________ ___________ ___________
Total contributions 5,819,344 2,915,230 602,743 1,241,367 1,060,004 --
____________ ____________ ___________ ___________ ___________ ___________
Repayment of participant loans -- 419,049 105,809 135,162 114,181 (774,201)
Total additions to plan 4,382,940 2,273,799 602,396 828,177 1,452,438 (773,870)
____________ ____________ ___________ ___________ ___________ ___________
Distributions to terminated and
withdrawing participants:
USLIFE Corporation common stock 158,023 158,023 -- -- -- --
Cash 3,296,962 1,484,449 589,441 657,955 500,635 64,482
____________ ____________ ___________ ___________ ___________ ___________
Total distributions 3,454,985 1,642,472 589,441 657,955 500,635 64,482
____________ ____________ ___________ ___________ ___________ ___________
Transfer of assets to loan fund -- (512,289) (129,181) (181,464) (158,001) 980,935
____________ ____________ ___________ ___________ ___________ ___________
Changes in plan equity 927,955 119,038 (116,226) (11,242) 793,802 142,583
____________ ____________ ___________ ___________ ___________ ___________
Plan equity:
Beginning of year 40,845,833 18,785,010 6,103,364 8,345,066 5,534,486 2,077,907
____________ ____________ ___________ ___________ ___________ ___________
End of year $41,773,788 $18,904,048 $5,987,138 $8,333,824 $6,328,288 $2,220,490
============ ============ =========== =========== =========== ===========
</TABLE>
<PAGE>20
<TABLE>
Schedule III
____________
(Page 2 of 3)
USLIFE Corporation Employee Savings and Investment Plan
Allocation of Plan Income and Changes in Plan Equity to Investment Programs
For the Three Years Ended December 31, 1994
<CAPTION>
1993
__________________________________________________________________________________
Fund A -
USLIFE
Corporation Fund B - Fund C - Fund D -
Common Fixed General Short Term Loans
Stock Income Equity Investment to
Total Funds Fund Fund Fund Fund Participants
___________ ___________ __________ __________ __________ ____________
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends on common stock $ 565,234 $ 565,234 $ -- $ -- $ -- $ --
Income from pooled investment funds 191,589 7,357 494 635 182,723 380
Interest on loans to participants 146,437 81,123 13,845 27,621 23,848 --
___________ ___________ __________ __________ __________ __________
Total investment income 903,260 653,714 14,339 28,256 206,571 380
Appreciation of USLIFE Corporation common
stock distributed to terminated and
withdrawing participants 61,870 61,870 -- -- -- --
Net gain on sale of securities 352,353 73,203 154,534 124,616 -- --
Unrealized appreciation
of plan assets 1,923,905 807,628 365,262 751,015 -- --
___________ ___________ __________ __________ __________ __________
3,241,388 1,596,415 534,135 903,887 206,571 380
___________ ___________ __________ __________ __________ __________
Contributions:
Rollover 258,979 31,080 82,377 107,101 38,421 --
Participant 3,751,933 634,325 915,088 1,739,360 463,160 --
Employer:
USLIFE Corporation common stock 1,097,881 1,097,881 -- -- -- --
Cash 692,655 692,655 -- -- -- --
___________ ___________ __________ __________ __________ __________
Total contributions 5,801,448 2,455,941 997,465 1,846,461 501,581 --
___________ ___________ __________ __________ __________ __________
Repayment of participant loans -- 377,201 105,345 129,315 140,784 (752,645)
Total additions to plan 9,042,836 4,429,557 1,636,945 2,879,663 848,936 (752,265)
___________ ___________ __________ __________ __________ __________
Distributions to terminated and
withdrawing participants:
USLIFE Corporation common stock 310,701 310,701 -- -- -- --
Cash 2,613,982 1,020,625 413,273 489,262 591,077 99,745
___________ ___________ __________ __________ __________ __________
Total distributions 2,924,683 1,331,326 413,273 489,262 591,077 99,745
___________ ___________ __________ __________ __________ __________
Transfer of assets to loan fund -- (594,479) (116,265) (173,341) (180,317) 1,064,402
___________ ___________ __________ __________ __________ __________
Changes in plan equity 6,118,153 2,503,752 1,107,407 2,217,060 77,542 212,392
___________ ___________ __________ __________ __________ __________
Plan equity:
Beginning of year 34,727,680 16,281,258 4,995,957 6,128,006 5,456,944 1,865,515
___________ ___________ __________ __________ __________ __________
End of year $40,845,833 $18,785,010 $6,103,364 $8,345,066 $5,534,486 $2,077,907
=========== =========== ========== ========== ========== ==========
</TABLE>
<PAGE>21
<TABLE>
Schedule III
____________
(Page 3 of 3)
USLIFE Corporation Employee Savings and Investment Plan
Allocation of Plan Income and Changes in Plan Equity to Investment Programs
For the Three Years Ended December 31, 1994
<CAPTION>
1992
__________________________________________________________________________________
Fund A -
USLIFE
Corporation Fund B - Fund C - Fund D -
Common Fixed General Short Term Loans
Stock Income Equity Investment to
Total Funds Fund Fund Fund Fund Participants
___________ ___________ __________ __________ __________ ____________
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends on common stock $ 486,409 $ 486,409 $ -- $ -- $ -- $ --
Income from pooled investment funds 212,179 6,600 982 1,571 202,558 468
Interest on loans to participants 137,498 62,230 18,770 28,107 28,391 --
___________ __________ __________ __________ __________ __________
Total investment income 836,086 555,239 19,752 29,678 230,949 468
Appreciation of USLIFE Corporation common
stock distributed to terminated and
withdrawing participants 9,460 9,460 -- -- -- --
Net gain on sale of securities 115,095 -- 53,359 61,736 -- --
Unrealized appreciation
of plan assets 2,540,982 1,934,414 275,713 330,855 -- --
___________ __________ __________ __________ __________ __________
3,501,623 2,499,113 348,824 422,269 230,949 468
___________ __________ __________ __________ __________ __________
Contributions:
Rollover 75,060 1,562 33,845 17,270 22,383 --
Participant 3,390,369 491,946 745,687 1,287,742 864,994 --
Employer:
USLIFE Corporation common stock 947,772 947,772 -- -- -- --
Cash 661,050 661,050 -- -- -- --
___________ __________ __________ __________ __________ __________
Total contributions 5,074,251 2,102,330 779,532 1,305,012 887,377 --
___________ __________ __________ __________ __________ __________
Repayment of participant loans -- 258,037 61,922 101,790 102,060 (523,809)
Total additions to plan 8,575,874 4,859,480 1,190,278 1,829,071 1,220,386 (523,341)
___________ __________ __________ __________ __________ __________
Distributions to terminated and
withdrawing participants:
USLIFE Corporation common stock 115,938 115,938 -- -- -- --
Cash 2,706,071 1,122,633 393,254 353,124 771,193 65,867
___________ __________ __________ __________ __________ __________
Total distributions 2,822,009 1,238,571 393,254 353,124 771,193 65,867
___________ __________ __________ __________ __________ __________
Transfer of assets to loan fund -- (489,169) (109,797) (138,831) (154,783) 892,580
___________ __________ __________ __________ __________ __________
Changes in plan equity 5,753,865 3,131,740 687,227 1,337,116 294,410 303,372
___________ __________ __________ __________ __________ __________
Plan equity:
Beginning of year 28,973,815 13,149,518 4,308,730 4,790,890 5,162,534 1,562,143
___________ __________ __________ __________ __________ __________
End of year $34,727,680 $16,281,258 $4,995,957 $6,128,006 $5,456,944 $1,865,515
=========== ========== ========== ========== ========== ==========
</TABLE>
<PAGE>22
CONSENT OF INDEPENDENT ACCOUNTANTS
__________________________________
The Board of Directors and Shareholders
USLIFE Corporation:
We consent to incorporation by reference in Registration Statements Nos.
2-75011 and 33-13999 on Form S-8 of USLIFE Corporation of our report
dated March 30, 1995, relating to the statements of financial position
of the USLIFE Corporation Employee Savings and Investment Plan as of
December 31, 1994 and 1993, and the related statements of income and
changes in plan equity for each of the years in the three-year period
ended December 31, 1994, and related financial statement schedules,
which report appears in the December 31, 1994 annual report on Form 11-K
of the Plan.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
March 30, 1995
345 Park Avenue
New York, New York
