<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, 1995
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 Identification No.)
incorporation or organization)
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 22, 1996 was approximately $1,097,664,000.
_____________________
The number of shares outstanding of the Registrant's Common Stock as of
February 22, 1996 was 34,496,445.
________________________________________________________________________________
________________________________________________________________________________
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, 1995 for use in connection with the Annual Meeting of Shareholders to be
held on May 21, 1996, is incorporated by reference in Part III hereof.
<PAGE>2
USLIFE Corporation
Form 10K/A
For the Fiscal Year Ended December 31, 1995
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, 1995
<PAGE>3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to Form 10-K to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 16, 1996
USLIFE Corporation
_________________________________________
(Registrant)
by /s/ James M. Schlomann
_________________________________________
James M. Schlomann
Executive Vice President - Finance
(Principal 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 45.
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 the 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.
<PAGE>5
(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, SEC File No.
1-5683.
3 (ii) - By-laws, as amended and restated, incorporated herein by
reference to USLIFE's Annual Report on Form 10-K for the year
ended December 31, 1994, SEC File No. 1-5683.
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, SEC File No. 1-5683.
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, SEC File No. 1-5683.
* (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, SEC File No. 1-5683.
* (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, SEC File No. 1-5683.
* (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, SEC File No. 1-5683.
* (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, SEC File No. 1-5683.
<PAGE>6
* (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, SEC File No. 1-5683.
* (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, SEC File No. 1-5683.
* (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, SEC File No. 1-5683.
* (ix) - Eighth Amendment dated as of May 1, 1995 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, 1995, SEC File No. 1-5683.
* (x) - 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, SEC File No. 1-5683.
* (xi) - 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, SEC File No. 1-5683.
* (xii) - 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, SEC File No. 1-5683.
* (xiii) - 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, SEC File No. 1-5683.
* (xiv) - 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, SEC File No. 1-5683.
* (xv) - 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, SEC File No. 1-5683.
* (xvi) - 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, SEC File No. 1-5683.
<PAGE>7
* (xvii) - Seventh Amendment dated as of May 1, 1995 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, 1995, SEC File No. 1-5683.
* (xviii) - 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, SEC File No. 1-5683.
* (xix) - 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, SEC File No. 1-5683.
* (xx) - 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, SEC File No. 1-5683.
* (xxi) - 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, SEC File No. 1-5683.
* (xxii) - 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, SEC File No. 1-5683.
* (xxiii) - 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, SEC File No. 1-5683.
* (xxiv) - 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, SEC File No. 1-5683.
* (xxv) - Seventh Amendment dated as of May 1, 1995 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, 1995, SEC File No. 1-5683.
* (xxvi) - 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, SEC File No. 1-5683.
<PAGE>8
* (xxvii) - 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, SEC File No. 1-5683.
* (xxviii) - 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, SEC File No. 1-5683.
* (xxix) - 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, SEC File No. 1-5683.
* (xxx) - 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, SEC File No. 1-5683.
* (xxxi) - 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, SEC File No. 1-5683.
* (xxxii) - Fifth Amendment dated as of January 1, 1995 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, 1995, SEC File No. 1-5683.
* (xxxiii) - Sixth Amendment dated as of May 1, 1995 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, 1995, SEC File No. 1-5683.
* (xxxiv) - Form of Key Executive Employment Protection Agreement dated
November 14, 1995, between USLIFE Corporation and Gordon E.
Crosby, Jr., Greer F. Henderson, Christopher S. Ruisi, and
William A. Simpson.
* (xxxv) - Form of Employment and Key Executive Employment Protection
Agreement dated November 14, 1995, between USLIFE Corporation and
Wesley E. Forte, A. Scott Bushey, Arnold A. Dicke, James M.
Schlomann and John D. Gavrity.
* (xxxvi) - Form of Key Executive Employment Protection Agreement dated
November 14, 1995, between USLIFE Corporation and Frank J.
Auriemmo, Jr., Richard J. Chouinard, Richard G. Hohn, Michael
LeFante and Neal M. Stern.
* (xxxvii) - Form of Key Executive Employment Protection Agreement dated
November 27, 1995, between All American Life Insurance Company
and James A. Bickler, USLIFE Real Estate Services Corporation and
Philip G. Faulkner, The Old Line Life Insurance Company and James
A. Griffin, USLIFE Insurance Services Corporation and Thomas L.
Hendricks, USLIFE Credit Life Insurance Company and William M.
Keeler, and dated January 24, 1996, between The United States
Life Insurance Company In the City of New York and Ralph J.
Cargiulo.
<PAGE>9
(xxxviii) - 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, SEC
File No. 1-5683.
(xxxix) - 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, SEC File No. 1-
5683.
(xl) - 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, SEC File No.
1-5683.
(xli) - Third Amendment to Lease dated May 10, 1989 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 Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995, SEC File No. 1-
5683.
(xlii) - Fourth Amendment to Lease dated April 14, 1995 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 Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995, SEC File No. 1-
5683.
(xliii) - Fifth Amendment to Lease dated as of December 26, 1995 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.
(xliv) - Sixth Amendment to Lease dated as of December 26, 1995 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.
(xlv) - 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, SEC File No. 1-5683.
(xlvi) - 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, SEC
File No. 1-5683.
* (xlvii) - 1978 Stock Option Plan, as amended, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995, SEC File No. 1-5683.
<PAGE>10
* (xlviii) - 1981 Stock Option Plan, incorporated herein by reference to
USLIFE's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995, SEC File No. 1-5683.
* (il) - USLIFE Corporation Non-Employee Directors' Deferred
Compensation Plan, as amended January 23, 1996.
* (l) - USLIFE Corporation Book Unit Plan, as amended effective
September 1, 1995, incorporated herein by reference to USLIFE's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1995, SEC File No. 1-5683.
* (li) - USLIFE Corporation Retirement Plan for Outside Directors (as
amended January 23, 1996).
* (lii) - USLIFE Corporation Restricted Stock Plan, as amended effective
September 1, 1995, incorporated herein by reference to USLIFE's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1995, SEC File No. 1-5683.
* (liii) - USLIFE Corporation 1991 Stock Option Plan, as amended
effective September 1, 1995, incorporated herein by reference to
USLIFE's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995, SEC File No. 1-5683.
* (liv) - 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.
* (lv) - Annual Incentive Plan, as amended October 25, 1994, for
Selected Key Officers of USLIFE Corporation and its Subsidiaries,
incorporated herein by reference to USLIFE's Annual Report on
Form 10-K for the year ended December 31, 1994, SEC File No. 1-
5683.
* (lvi) - USLIFE Corporation Executive Officer Deferred Compensation
Plan (as amended January 23, 1996).
* (lvii) - USLIFE Corporation 1993 Long-Term Incentive Award Guidelines,
as amended, incorporated herein by reference to USLIFE's Annual
Report on Form 10-K for the year ended December 31, 1994, SEC
File No. 1-5683.
* (lviii) - USLIFE Corporation Supplemental Employee Savings and
Investment Plan (as amended January 23, 1996).
* (lix) - USLIFE Corporation Supplemental Retirement Plan (as amended
January 23, 1996).
* (lx) - Trust Agreement made as of March 1, 1994, as amended,
effective January 23, 1996, among USLIFE Corporation, Chemical
Bank, and KPMG Peat Marwick LLP (as independent contractor)
establishing a trust to fund certain employment contracts and the
USLIFE Corporation Executive Officer Deferred Compensation Plan.
* (lxi) - Trust Agreement made as of March 1, 1994, as amended,
effective January 23, 1996, among USLIFE Corporation, Chemical
Bank and KPMG Peat Marwick LLP (as independent contractor)
establishing a trust to fund the USLIFE Corporation Supplemental
Retirement Plan and the Supplemental Employee Savings and
Investment Plan.
* (lxii) - Trust Agreement made as of March 1, 1994, as amended,
effective January 23, 1996, among USLIFE Corporation, Chemical
Bank and KPMG Peat Marwick LLP (as independent contractor)
establishing a trust to fund the USLIFE Corporation Retirement
Plan for Outside Directors and the USLIFE Corporation Deferred
Compensation Plan for outside directors.
12 - Computations of ratios of earnings to fixed charges.
<PAGE>11
21 - List of Subsidiaries.
23 - Consent of Independent Certified Public Accountants (see page
42).
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,
1995.
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,
SEC File No. 1-5683.
99 (iii) - Amendment, effective January 23, 1996, to the 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.
* Indicates a management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K.
No Current Report on Form 8-K has been filed for the last quarter of the
fiscal year ended December 31, 1995.
<PAGE>1
Exhibit 99 - Exhibit Index
__________________________
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, 1995
_____________________________________________
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, SEC File No.
1-5683.
3 (ii) - By-laws, as amended and restated, incorporated herein by
reference to USLIFE's Annual Report on Form 10-K for the year
ended December 31, 1994, SEC File No. 1-5683.
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, SEC File No. 1-5683.
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, SEC File No. 1-5683.
* (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, SEC File No. 1-5683.
* (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, SEC File No. 1-5683.
* (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, SEC File No. 1-5683.
* (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, SEC File No. 1-5683.
<PAGE>3
USLIFE Corporation
Index to Exhibits
Exhibit
Number Exhibit
_______ _______
* (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, SEC File No. 1-5683.
* (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, SEC File No. 1-5683.
* (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, SEC File No. 1-5683.
* (ix) - Eighth Amendment dated as of May 1, 1995 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, 1995, SEC File No. 1-5683.
* (x) - 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, SEC File No. 1-5683.
* (xi) - 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, SEC File No. 1-5683.
* (xii) - 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, SEC File No. 1-5683.
* (xiii) - 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, SEC File No. 1-5683.
* (xiv) - 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, SEC File No. 1-5683.
* (xv) - 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, SEC File No. 1-5683.
<PAGE>4
USLIFE Corporation
Index to Exhibits
Exhibit
Number Exhibit
_______ _______
* (xvi) - 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, SEC File No. 1-5683.
* (xvii) - Seventh Amendment dated as of May 1, 1995 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, 1995, SEC File No. 1-5683.
* (xviii) - 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, SEC File No. 1-5683.
* (xix) - 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, SEC File No. 1-5683.
* (xx) - 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, SEC File No. 1-5683.
* (xxi) - 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, SEC File No. 1-5683.
* (xxii) - 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, SEC File No. 1-5683.
* (xxiii) - 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, SEC File No. 1-5683.
* (xxiv) - 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, SEC File No. 1-5683.
<PAGE>5
USLIFE Corporation
Index to Exhibits
Exhibit
Number Exhibit
_______ _______
* (xxv) - Seventh Amendment dated as of May 1, 1995 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, 1995, SEC File No. 1-5683.
* (xxvi) - 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, SEC File No. 1-5683.
* (xxvii) - 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, SEC File No. 1-5683.
* (xxviii) - 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, SEC File No. 1-5683.
* (xxix) - 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, SEC File No. 1-5683.
* (xxx) - 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, SEC File No. 1-5683.
* (xxxi) - 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, SEC File No. 1-5683.
* (xxxii) - Fifth Amendment dated as of January 1, 1995 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, 1995, SEC File No. 1-5683.
* (xxxiii) - Sixth Amendment dated as of May 1, 1995 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, 1995, SEC File No. 1-5683.
* (xxxiv) - Form of Key Executive Employment Protection Agreement dated
November 14, 1995, between USLIFE Corporation and Gordon E.
Crosby, Jr., Greer F. Henderson, Christopher S. Ruisi, and
William A. Simpson.
<PAGE>6
USLIFE Corporation
Index to Exhibits
Exhibit
Number Exhibit
_______ _______
* (xxxv) - Form of Employment and Key Executive Employment Protection
Agreement dated November 14, 1995, between USLIFE Corporation and
Wesley E. Forte, A. Scott Bushey, Arnold A. Dicke, James M.
Schlomann and John D. Gavrity.
* (xxxvi) - Form of Key Executive Employment Protection Agreement dated
November 14, 1995, between USLIFE Corporation and Frank J.
Auriemmo, Jr., Richard J. Chouinard, Richard G. Hohn, Michael
LeFante and Neal M. Stern.
* (xxxvii) - Form of Key Executive Employment Protection Agreement dated
November 27, 1995, between All American Life Insurance Company
and James A. Bickler, USLIFE Real Estate Services Corporation and
Philip G. Faulkner, The Old Line Life Insurance Company and James
A. Griffin, USLIFE Insurance Services Corporation and Thomas L.
Hendricks, USLIFE Credit Life Insurance Company and William M.
Keeler, and dated January 24, 1996, between The United States
Life Insurance Company In the City of New York and Ralph J.
Cargiulo.
(xxxviii) - 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, SEC
File No. 1-5683.
(xxxix) - 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, SEC File No. 1-
5683.
(xl) - 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, SEC File No.
1-5683.
(xli) - Third Amendment to Lease dated May 10, 1989 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 Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995, SEC File No. 1-
5683.
(xlii) - Fourth Amendment to Lease dated April 14, 1995 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 Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995, SEC File No. 1-
5683.
xliii) - Fifth Amendment to Lease dated as of December 26, 1995 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.
<PAGE>7
USLIFE Corporation
Index to Exhibits
Exhibit
Number Exhibit
_______ _______
(xliv) - Sixth Amendment to Lease dated as of December 26, 1995 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.
(xlv) - 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, SEC File No. 1-5683.
(xlvi) - 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, SEC
File No. 1-5683.
* (xlvii) - 1978 Stock Option Plan, as amended, incorporated herein by
reference to USLIFE's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995, SEC File No. 1-5683.
* (xlviii) - 1981 Stock Option Plan, incorporated herein by reference to
USLIFE's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995, SEC File No. 1-5683.
* (il) - USLIFE Corporation Non-Employee Directors' Deferred
Compensation Plan, as amended January 23, 1996.
* (l) - USLIFE Corporation Book Unit Plan, as amended effective
September 1, 1995, incorporated herein by reference to USLIFE's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1995, SEC File No. 1-5683.
* (li) - USLIFE Corporation Retirement Plan for Outside Directors (as
amended January 23, 1996).
* (lii) - USLIFE Corporation Restricted Stock Plan, as amended effective
September 1, 1995, incorporated herein by reference to USLIFE's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1995, SEC File No. 1-5683.
* (liii) - USLIFE Corporation 1991 Stock Option Plan, as amended
effective September 1, 1995, incorporated herein by reference to
USLIFE's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995, SEC File No. 1-5683.
* (liv) - 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.
* (lv) - Annual Incentive Plan, as amended October 25, 1994, for
Selected Key Officers of USLIFE Corporation and its Subsidiaries,
incorporated herein by reference to USLIFE's Annual Report on
Form 10-K for the year ended December 31, 1994, SEC File No. 1-
5683.
* (lvi) - USLIFE Corporation Executive Officer Deferred Compensation
Plan (as amended January 23, 1996).
<PAGE>8
USLIFE Corporation
Index to Exhibits
Exhibit
Number Exhibit
_______ _______
* (lvii) - USLIFE Corporation 1993 Long-Term Incentive Award Guidelines,
as amended, incorporated herein by reference to USLIFE's Annual
Report on Form 10-K for the year ended December 31, 1994, SEC
File No. 1-5683.
* (lviii) - USLIFE Corporation Supplemental Employee Savings and
Investment Plan (as amended January 23, 1996).
* (lix) - USLIFE Corporation Supplemental Retirement Plan (as amended
January 23, 1996).
* (lx) - Trust Agreement made as of March 1, 1994, as amended,
effective January 23, 1996, among USLIFE Corporation, Chemical
Bank, and KPMG Peat Marwick LLP (as independent contractor)
establishing a trust to fund certain employment contracts and the
USLIFE Corporation Executive Officer Deferred Compensation Plan.
* (lxi) - Trust Agreement made as of March 1, 1994, as amended,
effective January 23, 1996, among USLIFE Corporation, Chemical
Bank and KPMG Peat Marwick LLP (as independent contractor)
establishing a trust to fund the USLIFE Corporation Supplemental
Retirement Plan and the Supplemental Employee Savings and
Investment Plan.
* (lxii) - Trust Agreement made as of March 1, 1994, as amended,
effective January 23, 1996, among USLIFE Corporation, Chemical
Bank and KPMG Peat Marwick LLP (as independent contractor)
establishing a trust to fund the USLIFE Corporation Retirement
Plan for Outside Directors and the USLIFE Corporation Deferred
Compensation Plan for outside directors.
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 42 of USLIFE's Annual
Report on Form 10-K for the year ended December 31, 1995.
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,
1995.
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,
SEC File No. 1-5683.
99 (iii) - Amendment, effective January 23, 1996, to the 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.
* 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, 1995
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, 1995 and 1994................................ 4
Statements of Income and Changes in Plan Equity
for the three years ended December 31, 1995............... 5
Notes to Financial Statements.............................. 6
Schedule I - Investments................................... *
Schedule II - Allocation of Plan Assets and Liabilities to
Investment Programs as of December 31, 1995 and 1994...... *
Schedule III - Allocation of Plan Income and Changes in
Plan Equity to Investment Programs for the three years
ended December 31, 1995................................... *
______________________
* Schedules I, II and III have 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. These financial statements are the
responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management,
as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of the USLIFE Corporation Employee Savings and
Investment Plan as of December 31, 1995 and 1994, and the
income and changes in its plan equity for each of the years in
the three-year period ended December 31, 1995, in conformity
with generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
New York, New York
March 29, 1996
<PAGE>4
<TABLE>
USLIFE Corporation Employee Savings and Investment Plan
Statements of Financial Position
December 31, 1995 and 1994
(Amounts in Thousands)
<CAPTION>
December 31
_______________________
Assets 1995 1994
______ ____ ____
<S> <C> <C>
Investments, at fair value:
USLIFE Corporation common stock................ $ 26,044 $ 18,366
Participations in:
Templeton Foreign Fund......................... 333 -
IDS Growth Fund................................ 1,679 -
American Express Trust Research 150............ 11,747 -
IDS Mutual Fund................................ 555 -
IDS Selective Fund............................. 486 -
American Express Trust Income Fund II.......... 12,181 -
Bankers Trust Company Discretionary
Account - Short Term Investment Fund......... - 6,178
Bankers Trust Company Short / Intermediate
Bond Fund - General Employee Benefit Trust... - 6,213
Bankers Trust Company Equity Fund - General
Employee Benefit Trust....................... - 8,364
Bankers Trust Company Directed Account -
Short Term Investment Fund................... - 582
Loans to participants........................... 2,298 2,246
_________ _________
Total investments............................. 55,323 41,949
_________ _________
Investment income accrued........................... 87 46
Accrued contributions receivable:
Participant..................................... - 24
Employer........................................ - 12
_________ _________
Total accrued contributions receivable........ - 36
_________ _________
Total assets................................ $ 55,410 $ 42,031
========= =========
Liabilities and Plan Equity
___________________________
Distributions to terminated and withdrawing
participants payable............................... - $ 245
Forfeiture credits payable.......................... - 12
_________ _________
Total liabilities........................... - 257
Plan equity......................................... 55,410 41,774
_________ _________
Total liabilities and plan equity........... $ 55,410 $ 42,031
========= =========
See accompanying notes to financial statements.
</TABLE>
<PAGE>5
USLIFE Corporation Employee Savings and Investment Plan
Statements of Income
and Changes in Plan Equity
For the Three Years Ended December 31, 1995
(Amounts in Thousands)
1995 1994 1993
____ ____ ____
Investment income:
Dividends on common stock.......... $ 744 $ 633 $ 565
Income from pooled investment
funds............................. 746 269 192
Interest on loans to
participants...................... 185 145 146
________ ________ ________
Total investment income............... 1,675 1,047 903
Appreciation of USLIFE
Corporation common stock
distributed to terminated and
withdrawing participants............. 92 50 62
Net gain on sale of securities........ 6,335 434 352
Unrealized appreciation or
(depreciation) of plan
assets............................... 2,809 (2,967) 1,924
________ ________ ________
10,911 (1,436) 3,241
________ ________ ________
Contributions:
Rollover........................... 179 220 259
Participant........................ 3,980 3,814 3,752
Employer:
USLIFE Corporation
common stock..................... 1,201 1,156 1,098
Cash.............................. 622 629 693
________ ________ ________
Total contributions........... 5,982 5,819 5,802
________ ________ ________
Total additions to plan........... 16,893 4,383 9,043
________ ________ ________
Distributions to terminated and
withdrawing participants:
USLIFE Corporation
common stock..................... 161 158 311
Cash................................. 3,096 3,297 2,614
________ ________ ________
Total distributions........... 3,257 3,455 2,925
________ ________ ________
Changes in plan equity........ 13,636 928 6,118
Plan equity:
Beginning of year.................. 41,774 40,846 34,728
________ ________ ________
End of year........................ $ 55,410 $ 41,774 $ 40,846
======== ======== ========
See accompanying notes to financial statements.
<PAGE>6
USLIFE Corporation Employee Savings and Investment Plan
Notes to Financial Statements
Note 1. Significant Accounting Policies
Basis of Presentation
The accompanying Statements of Financial Position and Statements of
Income and Changes in Plan Equity present financial information of
the USLIFE Corporation Employee Savings and Investment Plan (the
"Plan") on an accrual basis. The Plan was established January 1,
1982. The financial statements of the Plan reflect the various funds
and securities in which Plan assets are invested. The Plan also
grants loans to qualified participants, as described under
"Description of The Plan."
Change in Trustee
During 1995, the trustee, recordkeeping, and administrative
responsibilities previously performed by Bankers Trust Company were
transferred to and replaced by American Express Trust Company (the
"Trustee").
Prior to the change in trustee, the Plan consisted of four funds:
- The "USLIFE Corporation Common Stock Fund", consisting
primarily of common stock of USLIFE Corporation.
- The "Bankers Trust Bond Fund," consisting primarily of
participation in the Bankers Trust Short / Intermediate Bond
Fund - General Employee Benefit Trust, composed principally of
bonds, United States Government securities, and other fixed
income securities of companies other than USLIFE.
- The "Bankers Trust Equity Fund," consisting primarily of
participation in the Bankers Trust Equity Fund - General
Employee Benefit Trust, composed of common stocks of companies
other than USLIFE as well as certain fixed income securities
held as temporary investments.
- The "Bankers Trust Short Term Fund," consisting primarily of
participation in the Bankers Trust Discretionary account,
composed of investments in short term securities of companies
other than USLIFE.
Concurrent with the change in trustee, net assets of approximately
$13.6 million were transferred from the Bankers Trust Bond Fund and
Bankers Trust Short Term Fund to American Express Trust Income Fund
II, and net assets of approximately $11.2 million were transferred
from the Bankers Trust Equity Fund to American Express Trust Research
<PAGE>7
150. Additional investment options, as described under
"Investments," were also made available to participants.
Distributions
Distributions to terminated and withdrawing participants are based
upon the market value of units and/or shares credited to the
participants' accounts as of the effective date of termination or
withdrawal.
Forfeitures
Company contributions made on behalf of a terminated employee which
are not vested will be forfeited upon termination of employment and
will be used to reduce the Company's future contributions to the
Plan. Contributions made by USLIFE are reported net of forfeitures
of $76 thousand, $81 thousand, and $96 thousand in 1995, 1994, and
1993, respectively.
Note 2. Investments
Investments are stated at fair value. The fair value of marketable
securities is based on quotations obtained from national securities
exchanges. The fair value of mutual fund shares is based on quoted
market prices which represent the net asset value of shares held by
the Plan as of the balance sheet date. Security transactions are
recognized on the trade date. Dividend income is recorded on an
accrual basis as of the ex-dividend date. Realized gains and losses
on the sale of investments are recognized based on average cost.
The Plan currently consists of seven investment funds, as follows:
USLIFE Corporation Common Stock Fund
____________________________________
Investments of the USLIFE Corporation Common Stock Fund consist
primarily of common stock of USLIFE Corporation ("USLIFE"), which is
stated at fair value. USLIFE common stock may be purchased for the
Plan, at market price, by the Trustee directly from USLIFE or in the
open market. Common stock purchased from USLIFE may either be
authorized but unissued shares or shares reacquired and held in
USLIFE's treasury.
Templeton Foreign Fund
______________________
This international growth mutual fund's objective is to provide long
term capital growth. It invests primarily in common stocks of
companies outside the United States.
<PAGE>8
IDS Growth Fund
_______________
The goal of this growth mutual fund is to provide long term growth of
capital. It invests primarily in common stocks of rapidly growing
companies that are believed to have above average potential for long
term growth as a result of new management, marketing opportunities or
technological superiority.
American Express Trust Research 150
___________________________________
The goal of this growth and income collective fund made available to
qualified plans by American Express Trust Company is to produce long
term returns in excess of that of the United States stock market as a
whole. It invests primarily in common stocks included in the
Standard and Poor's 500 index, a widely used index of stock market
trends.
IDS Mutual Fund
_______________
The goal of this growth and income mutual fund is to provide a
balance of capital growth and current income. It invests in common
stocks and in senior securities such as bonds and preferred stocks
that offer fixed interest and dividend payments.
IDS Selective Fund
__________________
The goal of this income oriented mutual fund is to provide current
income while preserving capital. It invests primarily in investment
grade corporate bonds, government securities and money market
securities.
American Express Trust Income Fund II
_____________________________________
The goal of this collective fund made available to qualified plans by
American Express Trust Company is to preserve principal while
maximizing current income. It invests in short term securities and
investment contracts intended to be relatively stable in value.
As of December 31, 1995, the number of participants in each fund was
as follows:
USLIFE Corporation Common Stock Fund............ 1,799
Templeton Foreign Fund.......................... 105
IDS Growth Fund................................. 230
American Express Trust Research 150............. 1,175
IDS Mutual Fund................................. 127
IDS Selective Fund.............................. 98
American Express Trust Income Fund II........... 1,393
<PAGE>9
Unrealized Gains and Losses
Net unrealized appreciation (depreciation) on investments at the
dates indicated was as follows:
<TABLE>
<CAPTION>
December 31, 1995
________________________________________
Net
Fair Unrealized
Cost Value Appreciation
__________ _________ ____________
( Amounts in Thousands)
<S> <C> <C> <C>
USLIFE Corporation common stock................ $ 15,328 $ 26,044 $ 10,716
Participations in:
Templeton Foreign Fund......................... 330 333 3
IDS Growth Fund................................ 1,730 1,679 (51)
American Express Trust Research 150............ 10,824 11,747 923
IDS Mutual Fund................................ 550 555 5
IDS Selective Fund............................. 479 486 7
American Express Trust Income Fund II.......... 12,008 12,181 173
Loans to participants........................... 2,298 2,298 -
_________ _________ _________
Total......................................... $ 43,547 $ 55,323 $ 11,776
========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1994
________________________________________
Net
Fair Unrealized
Cost Value Appreciation
__________ _________ ____________
( Amounts in Thousands)
<S> <C> <C> <C>
USLIFE Corporation common stock................ $ 13,012 $ 18,366 $ 5,354
Participations in:
Bankers Trust Company Discretionary
Account - Short Term Investment Fund......... 6,178 6,178 -
Bankers Trust Company Short / Intermediate
Bond Fund - General Employee Benefit Trust... 4,705 6,213 1,508
Bankers Trust Company Equity Fund - General
Employee Benefit Trust....................... 6,259 8,364 2,105
Bankers Trust Company Directed Account -
Short Term Investment Fund................... 582 582 -
Loans to participants.......................... 2,246 2,246 -
_________ _________ _________
Total......................................... $ 32,982 $ 41,949 $ 8,967
========= ========= =========
</TABLE>
<PAGE>10
Changes in unrealized appreciation (depreciation) on investments for
the years indicated were as follows:
<TABLE>
<CAPTION>
Year Ended December 31
______________________________________
1995 1994 1993
____ ____ ____
(Amounts in Thousands)
<S> <C> <C> <C>
USLIFE Corporation common stock................ $ 5,362 $ (1,820) $ 808
Participations in:
Templeton Foreign Fund......................... 3 - -
IDS Growth Fund................................ (51) - -
American Express Trust Research 150............ 923 - -
IDS Mutual Fund................................ 5 - -
IDS Selective Fund............................. 7 - -
American Express Trust Income Fund II.......... 173 - -
Bankers Trust Company Discretionary
Account - Short Term Investment Fund......... - - -
Bankers Trust Company Short / Intermediate
Bond Fund - General Employee Benefit Trust... (1,508) (331) 365
Bankers Trust Company Equity Fund - General
Employee Benefit Trust....................... (2,105) (816) 751
Bankers Trust Company Directed Account -
Short Term Investment Fund................... - - -
_________ _________ _________
Total......................................... $ 2,809 $ (2,967) $ 1,924
========= ========= =========
</TABLE>
Unit Values
The value of an investment unit for the USLIFE Common Stock Fund, the
Bankers Trust Bond Fund, the Bankers Trust Equity Fund, the Bankers
Trust Short Term Fund, the Templeton Foreign Fund, the IDS Growth
Fund, American Express Trust Research 150, the IDS Mutual Fund, the
IDS Selective Fund, and the American Express Trust Income Fund II are
determined at the end of each period by dividing the fair value of
each respective fund's net assets by the number of investment units
then outstanding in each fund. The unit value of each fund and the
number of outstanding units at the dates indicated were as follows:
<TABLE>
<CAPTION>
Unit Value At Number of Outstanding
December 31 Units at December 31
_______________________ _______________________
1995 1994 1995 1994
____ ____ ____ ____
<S> <C> <C> <C> <C>
USLIFE Corporation common stock................ $ 10.21 $ 3.63 2,548,795 5,203,393
Templeton Foreign Fund......................... 9.31 - 36,222 -
IDS Growth Fund................................ 23.68 - 75,305 -
American Express Trust Research 150............ 22.09 - 532,331 -
IDS Mutual Fund................................ 13.19 - 42,445 -
IDS Selective Fund............................. 9.70 - 50,637 -
American Express Trust Income Fund II.......... 15.44 - 787,572 -
Bankers Trust Short Term Fund.................. - 2.70 - 2,339,992
Bankers Trust Bond Fund........................ - 3.82 - 1,565,576
Bankers Trust Equity Fund...................... - 4.76 - 1,749,727
</TABLE>
<PAGE>11
USLIFE Common Stock Fund
Changes in investment in USLIFE common stock, at cost, for the years
indicated were as follows:
<TABLE>
<CAPTION>
1995 1994 1993
__________________ __________________ ___________________
Shares Cost Shares Cost Shares Cost
______ ______ ______ ______ ______ ______
(In Thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1..................... 791 $13,012 710 $10,985 677 $ 9,981
Purchases................................ 90 2,415 87 2,135 45 1,179
Distributions to participants and sales
of stock............................... (8) (99) (6) (108) (12) (175)
______ _______ ______ _______ ______ _______
Balance at December 31................... 873 $15,328 791 $13,012 710 $10,985
====== ======= ====== ======= ====== =======
</TABLE>
Numbers of shares have been adjusted to reflect the 3-for-2
split of USLIFE common stock in September 1995.
<PAGE>12
Note 3. Description of the Plan
The Plan is an employee savings and investment plan for eligible
employees of USLIFE Corporation and subsidiaries (the "Company").
Under the Plan, eligible employees may contribute up to a stated
percentage of salary determined by the Administrative Committee,
currently from a minimum of 1% to a maximum of 12% of their salary,
each pay period. The first 3% of the salary an employee contributes
to the Plan is designated as the basic contribution. The next 9% of
salary an employee contributes is designated as the supplemental
contribution. For those employees who are not highly compensated
under IRS regulations (ie., those employees earning less than
$66,000, $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" as defined in the Plan, for Plan Years after 1993. As a
result, contributions by Participants and Company Contributions
during 1994 and later Plan Years will be limited for those employees
with compensation exceeding the maximum. There are additional
limitations under the Tax Reform Act of 1986 ("TRA") which are
discussed below.
Participants may designate that their contributions be invested
entirely in any one of the available funds or allocated, at their
discretion, among two or more of such funds. All Participant
contributions vest immediately.
USLIFE contributions vest under a five-year graded vesting schedule
which provides for 20% vesting upon the completion of the first year
of employment and an additional 20% vesting upon the completion of
each additional year of employment until 100% vesting is reached at
the end of the fifth year of employment. 100% of USLIFE
contributions may also vest, notwithstanding length of time in the
Plan, under certain conditions including retirement, death, permanent
disability, or a Change in Control as defined in the Plan. A Change
in Control also results in the inclusion under certain circumstances
of severance payments in Salary for purposes of the benefit
calculation. The value of a Participant's account is determined
using the unit value method for all Funds.
Upon death, retirement, permanent disability, or other termination of
employment, or pursuant to a Qualified Domestic Relations Order as
that term is defined by the Internal Revenue Code or Title I of the
Employee Retirement Income Security Act or the rules thereunder, the
<PAGE>13
amount credited to a Participant's account is distributed to the
employee or employee's beneficiary either in an immediate single sum
or in installments over a period not to exceed ten years.
A Participant may withdraw from the Plan an amount credited to his
account attributable to his contributions and fully vested Company
contributions at any time, subject to certain restrictions regarding
resumption of contributions and subsequent withdrawals. Except as
noted below, all Participants may elect to receive withdrawals from
the USLIFE Corporation Common Stock Fund in cash or in shares of
USLIFE Corporation common stock.
A demonstration of financial hardship is required for a withdrawal
from a Participant's vested account balance under the ESP option,
unless the Participant has attained age 59-1/2 or is totally disabled
as that term is defined by the Social Security Administration. A
withdrawal of the earnings on ESP contributions accruing after
December 31, 1988 is not permitted under any circumstances. A
Participant must first seek a loan from the Plan before making a
hardship withdrawal. For distributions made on or after January 1,
1993, a distributee may elect to have any portion of an eligible
rollover distribution paid directly to an eligible retirement plan.
In the absence of such a request, the Plan Administrator is required
to withhold 20% of the eligible rollover distribution for federal tax
purposes.
A Participant who has participated in the Plan for one year or more
may borrow once in any Plan Year, after meeting certain Plan
requirements, from his fully vested account balance provided that the
total amounts borrowed and not repaid (including interest due and
unpaid) do not exceed the lesser of (1) $50,000, or (2) 50% of the
value of the Participant's vested account balance. For Participants
with vested account balances of $100,000 or more, the maximum loan
amount is $50,000 reduced by the highest outstanding loan balance
during the one year period ending on the day before the new loan is
made.
To comply with the interest rate requirements of the Department of
Labor, the current interest rate charged on new loans for the term of
the loan is changed monthly and based on 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 as soon as administratively feasible, by payroll deduction
from the wages of the Participant according to an amortization
schedule which is established by the Administrative Committee in a
nondiscriminatory manner. A loan made to a Plan Participant under
this provision matures in full upon the retirement, death, or
termination of employment of the Participant. A Participant may
accelerate repayment during the term of the loan, after the loan has
been in force for at least one year, provided that such repayment
includes the full remaining principal together with interest to the
<PAGE>14
date of repayment. The Plan provides that the loan program is to be
managed by the Administrative Committee in a uniform and
nondiscriminatory manner and that the Administrative Committee may
determine an overall limit on the amount of loans that may be
provided by the Plan to all Participants at any one time and may
establish such further rules and limitations as it deems appropriate.
Any Company contributions made on behalf of a terminated employee
which are not vested will be forfeited upon termination of employment
and will be used to reduce the Company's future contributions to the
Plan. Distributions of the USLIFE Corporation Common Stock Fund may
generally be paid in cash or in shares of USLIFE common stock,
pursuant to the election of the Participant (fractional shares are
paid in cash); 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 distribution may be taken in cash. Distributions from the
other funds are paid in cash.
The Plan permits consideration of any bonus amounts, including those
received by officers of subsidiary companies, for purposes of
determining benefits derived from the Plan. Retirees and terminated
employees with over $3,500 in their vested account balance are
permitted to defer commencement of distributions until the
Participant reaches normal retirement date under the USLIFE
Corporation Retirement Plan. 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
<PAGE>15
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.
Note 4. Administration of the Plan
Under the terms of a trust agreement between the Trustee and the
Plan, the Trustee manages the Plan's assets on behalf of the Plan.
As of December 31, 1995, substantially all of the Plan's assets were
held by the Trustee. The USLIFE Corporation Employee Savings and
Investment Trust provides that the Company will pay all
administration and brokerage commission charges on purchases of
USLIFE Corporation common stock for employee accounts.
Note 5. Federal Income Taxes
On August 1, 1995, the Plan received an Internal Revenue Service
determination stating that the Plan satisfied the requirements of the
Tax Reform Act of 1986 and meets the requirements of Section 401(a)
of the Internal Revenue Code, as amended by the Tax Reform Act of
1986, and that the trust established thereunder is entitled to
exemption from payment of Federal income taxes under provisions of
Section 501(a) of the Code. Employees participating in the Plan are
not taxed currently on Company contributions or on the earnings of
the trust. See Note 3 of Notes to Financial Statements as to the
impact of the Tax Reform Act of 1986 on certain provisions of the
Plan.
Note 6. Termination of the Plan
Although the Company expects and intends to maintain the Plan in
force indefinitely, it may at any time be terminated, partially
terminated or contributions thereunder discontinued by action of the
Board of Directors of USLIFE. 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>16
<TABLE>
Note 7
______
(Page 1 of 2)
USLIFE Corporation Employee Savings and Investment Plan
Allocation of Plan Assets and Liabilities to Investment Programs
December 31, 1995 and 1994
(Amounts in Thousands)
<CAPTION>
December 31, 1995
__________________________________________________________
Participant Directed Funds
__________________________________________
USLIFE American
Corporation Express
Common Templeton IDS Trust
Total Stock Foreign Growth Research
Funds Fund * Fund Fund 150
_______ ___________ _________ ______ ________
Assets
______
<S> <C> <C> <C> <C> <C>
Investments, at fair value:
USLIFE Corporation common stock $26,044 $26,044 $ 0 $ 0 $ 0
Participations in:
Templeton Foreign Fund 333 0 333 0 0
IDS Growth Fund 1,679 0 0 1,679 0
American Express Trust Research 150 11,747 0 0 0 11,747
IDS Mutual Fund 555 0 0 0 0
IDS Selective Fund 486 0 0 0 0
American Express Trust Income Fund II 12,181 0 0 0 0
Loans to participants 2,298 0 0 0 0
_______ ___________ _________ ______ ________
Total investments 55,323 26,044 333 1,679 11,747
_______ ___________ _________ ______ ________
Investment income accrued 87 0 0 87 0
Accrued contributions receivable (refundable) (a):
Participant 0 0 0 0 0
Employer 0 0 0 0 0
Inter-fund balances 0 (23) 4 18 10
_______ ___________ _________ ______ ________
Total accrued contributions receivable 0 (23) 4 18 10
_______ ___________ _________ ______ ________
Remittances on participant loans pending investment 0 0 0 0 0
Loans receivable 0 0 0 0 0
_______ ___________ _________ ______ ________
Total assets $55,410 $26,021 $337 $1,784 $11,757
======= =========== ========= ====== ========
Liabilities and Plan Equity
___________________________
Distributions to terminated and withdrawing
participants payable (cash) $ 0 $ 0 $ 0 $ 0 $ 0
Forfeiture credits payable 0 0 0 0 0
Payable from unallocated loan disbursements 0 0 0 0 0
Loans payable 0 0 0 0 0
_______ ___________ _________ ______ ________
Total liabilities 0 0 0 0 0
Plan equity 55,410 26,021 337 1,784 11,757
_______ ___________ _________ ______ ________
Total liabilities and plan equity $55,410 $26,021 $337 $1,784 $11,757
======= =========== ========= ====== ========
(a) Net of inter-fund receivables and payables.
* Company contributions are 100% allocated to this fund.
</TABLE>
<PAGE>17
<TABLE>
Note 7
______
(Page 1 of 2) (Continued)
USLIFE Corporation Employee Savings and Investment Plan
Allocation of Plan Assets and Liabilities to Investment Programs
December 31, 1995 and 1994
(Amounts in Thousands)
<CAPTION>
December 31, 1995
___________________________________________________________
Participant Directed Funds
___________________________________________
American
Express Inter-
IDS IDS Trust Loans Fund
Mutual Selective Income To Consolidating
Fund Fund Fund II Participants Adjustments
______ _________ __________ ____________ _____________
Assets
______
<S> <C> <C> <C> <C> <C>
Investments, at fair value:
USLIFE Corporation common stock $ 0 $ 0 $ 0 $ 0 $ 0
Participations in:
Templeton Foreign Fund 0 0 0 0 0
IDS Growth Fund 0 0 0 0 0
American Express Trust Research 150 0 0 0 0 0
IDS Mutual Fund 555 0 0 0 0
IDS Selective Fund 0 486 0 0 0
American Express Trust Income Fund II 0 0 12,181 0 0
Loans to participants 0 0 0 2,298 0
______ _________ __________ ____________ _____________
Total investments 555 486 12,181 2,298 0
______ _________ __________ ____________ _____________
Investment income accrued 0 0 0 0 0
Accrued contributions receivable (refundable) (a):
Participant 0 0 0 0 0
Employer 0 0 0 0 0
Inter-fund balances 5 5 (19) 0 0
______ _________ __________ ____________ _____________
Total accrued contributions receivable 5 5 (19) 0 0
______ _________ __________ ____________ _____________
Remittances on participant loans pending investment 0 0 0 0 0
Loans receivable 0 0 0 0 0
______ _________ __________ ____________ _____________
Total assets $560 $491 $12,162 $2,298 $ 0
====== ========= ========== ============ =============
Liabilities and Plan Equity
___________________________
Distributions to terminated and withdrawing
participants payable (cash) $ 0 $ 0 $ 0 $ 0 $ 0
Forfeiture credits payable 0 0 0 0 0
Payable from unallocated loan disbursements 0 0 0 0 0
Loans payable 0 0 0 0 0
______ _________ __________ ____________ _____________
Total liabilities 0 0 0 0 0
Plan equity 560 491 12,162 2,298 0
______ _________ __________ ____________ _____________
Total liabilities and plan equity $560 $491 $12,162 $2,298 $ 0
====== ========= ========== ============ =============
(a) Net of inter-fund receivables and payables.
</TABLE>
<PAGE>18
<TABLE>
Note 7
______
(Page 2 of 2)
USLIFE Corporation Employee Savings and Investment Plan
Allocation of Plan Assets and Liabilities to Investment Programs
December 31, 1995 and 1994
(Amounts in Thousands)
<CAPTION>
December 31, 1994
___________________________________________
Participant Directed Funds
__________________________________
USLIFE
Corporation Bankers Bankers
Common Trust Trust
Total Stock Bond Equity
Funds Fund * Fund Fund
_______ ___________ ________ ________
Assets
______
<S> <C> <C> <C> <C>
Investments, at fair value:
USLIFE Corporation common stock $18,366 $18,366 $ 0 $ 0
Participations in:
Bankers Trust Company Discretionary Account -
Short Term Investment Fund 6,178 0 0 0
Bankers Trust Company Short / Intermediate Bond
Fund - General Employee Benefit Trust 6,213 0 6,213 0
Bankers Trust Company Equity Fund - General
Employee Benefit Trust 8,364 0 0 8,364
Bankers Trust Company Directed Account - Short
Term Investment Fund 582 574 0 0
Loans to participants 2,246 0 0 0
_______ ___________ ________ ________
Total investments 41,949 18,940 6,213 8,364
_______ ___________ ________ ________
Investment income accrued 46 10 2 3
Accrued contributions receivable (refundable) (a):
Participant 24 38 (8) 13
Employer 12 12 0 0
Inter-fund balances 0 18 (171) (18)
_______ ___________ ________ ________
Total accrued contributions receivable 36 68 (179) (5)
_______ ___________ ________ ________
Remittances on participant loans pending investment 0 47 9 12
Loans receivable 0 0 0 0
_______ ___________ ________ ________
Total assets $42,031 $19,065 $6,045 $8,374
======= =========== ======== ========
Liabilities and Plan Equity
___________________________
Distributions to terminated and withdrawing
participants payable (cash) $ 245 $ 111 $ 48 $ 38
Forfeiture credits payable 12 12 0 0
Payable from unallocated loan disbursements 0 0 0 0
Loans payable 0 38 10 2
_______ ___________ ________ ________
Total liabilities 257 161 58 40
Plan equity 41,774 18,904 5,987 8,334
_______ ___________ ________ ________
Total liabilities and plan equity $42,031 $19,065 $6,045 $8,374
======= =========== ======== ========
(a) Net of inter-fund receivables and payables.
* Company contributions are 100% allocated to this fund.
</TABLE>
<PAGE>19
<TABLE>
Note 7
______
(Page 2 of 2) (Continued)
USLIFE Corporation Employee Savings and Investment Plan
Allocation of Plan Assets and Liabilities to Investment Programs
December 31, 1995 and 1994
(Amounts in Thousands)
<CAPTION>
December 31, 1994
_________________________________________
Participant Directed Funds
__________________________
Bankers
Trust Inter-
Short Loans Fund
Term To Consolidating
Fund Participants Adjustments
________ _____________ _____________
Assets
______
<S> <C> <C> <C>
Investments, at fair value:
USLIFE Corporation common stock $ 0 $ 0 $ 0
Participations in:
Bankers Trust Company Discretionary Account -
Short Term Investment Fund 6,178 0 0
Bankers Trust Company Short / Intermediate Bond
Fund - General Employee Benefit Trust 0 0 0
Bankers Trust Company Equity Fund - General
Employee Benefit Trust 0 0 0
Bankers Trust Company Directed Account - Short
Term Investment Fund 0 8 0
Loans to participants 0 2,246 0
________ _____________ _____________
Total investments 6,178 2,254 0
________ _____________ _____________
Investment income accrued 31 0 0
Accrued contributions receivable (refundable) (a):
Participant (19) 0 0
Employer 0 0 0
Inter-fund balances 171 0 0
________ _____________ _____________
Total accrued contributions receivable 152 0 0
________ _____________ _____________
Remittances on participant loans pending investment 9 0 (77)
Loans receivable 0 70 (70)
________ _____________ _____________
Total assets $6,370 $2,324 $(147)
======== ============= =============
Liabilities and Plan Equity
___________________________
Distributions to terminated and withdrawing
participants payable (cash) $ 22 $ 26 $ 0
Forfeiture credits payable 0 0 0
Payable from unallocated loan disbursements 0 77 (77)
Loans payable 20 0 (70)
________ _____________ _____________
Total liabilities 42 103 (147)
Plan equity 6,328 2,221 0
________ _____________ _____________
Total liabilities and plan equity $6,370 $2,324 ($147)
======== ============= =============
(a) Net of inter-fund receivables and payables.
</TABLE>
<PAGE>20
<TABLE>
Note 8
______
(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, 1995
(Amounts in Thousands)
<CAPTION>
1995
_______________________________________________________
Participant Directed Funds
_______________________________________________
USLIFE American
Corporation Express
Common Templeton IDS Trust IDS
Total Stock Foreign Growth Research Mutual
Funds Fund * Fund Fund 150 Fund
_______ _________ _______ ________ ________ ______
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends on common stock $ 744 $ 744 $ 0 $ 0 $ 0 $ 0
Income from pooled investment funds 746 23 5 87 213 11
Interest on loans to participants 185 88 1 1 8 0
_______ _________ _______ ________ ________ ______
Total investment income 1,675 855 6 88 221 11
_______ _________ _______ ________ ________ ______
Appreciation of USLIFE Corporation
common stock distributed to terminated and
withdrawing participants 92 92 0 0 0 0
Net gain on sale of securities 6,335 15 0 0 (168) 1
Unrealized appreciation or (depreciation)
of plan assets 2,809 5,362 3 (51) 923 5
_______ _________ _______ ________ ________ ______
Subtotal 10,911 6,324 9 37 976 17
_______ _________ _______ ________ ________ ______
Contributions:
Rollover 179 8 0 3 2 0
Participant 3,980 823 8 29 324 8
Employer:
USLIFE Corporation common stock 1,201 1,201 0 0 0 0
Cash 622 622 0 0 0 0
_______ _________ _______ ________ ________ ______
Total contributions 5,982 2,654 8 32 326 8
_______ _________ _______ ________ ________ ______
Repayment of participant loans 0 476 1 3 38 2
_______ _________ _______ ________ ________ ______
Total additions to plan 16,893 9,454 18 72 1,340 27
_______ _________ _______ ________ ________ ______
Distributions to terminated and withdrawing
participants:
USLIFE Corporation common stock 161 161 0 0 0 0
Cash 3,096 1,448 0 0 56 0
_______ _________ _______ ________ ________ ______
Total distributions 3,257 1,609 0 0 56 0
_______ _________ _______ ________ ________ ______
Transfer of assets to loan fund 0 (718) 0 (1) (5) 0
Transfer of assets from (to) other funds 0 (10) 319 1,713 (748) 533
Transfer of assets to (from) trustee 0 0 0 0 11,226 0
_______ _________ _______ ________ ________ ______
Changes in plan equity 13,636 7,117 337 1,784 11,757 560
_______ _________ _______ ________ ________ ______
Plan equity:
Beginning of year 41,774 18,904 0 0 0 0
_______ _________ _______ ________ ________ ______
End of year $55,410 $26,021 $337 $1,784 $11,757 $560
======= ========= ======= ======== ======== ======
* Company contributions are allocated 100% to this fund.
</TABLE>
<PAGE>21
<TABLE>
Note 8
______
(Page 1 of 3) (Continued)
USLIFE Corporation Employee Savings and Investment Plan
Allocation of Plan Income and Changes in Plan Equity to Investment Programs
For The Three Years Ended December 31, 1995
(Amounts in Thousands)
<CAPTION>
1995
________________________________________________________________
Participant Directed Funds
________________________________________________________________
American Bankers
Express Bankers Bankers Trust
IDS Trust Trust Trust Short Loans
Selective Income Bond Equity Term To
Fund Fund II Fund Fund Fund Participants
_________ _______ ________ _________ _______ ____________
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends on common stock $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Income from pooled investment funds 5 71 3 22 306 0
Interest on loans to participants 0 10 17 34 24 2
_________ _______ ________ _________ _______ ____________
Total investment income 5 81 20 56 330 2
_________ _______ ________ _________ _______ ____________
Appreciation of USLIFE Corporation
common stock distributed to terminated and
withdrawing participants 0 0 0 0 0 0
Net gain on sale of securities 1 (48) 2,182 4,352 0 0
Unrealized appreciation or (depreciation)
of plan assets 7 173 (1,508) (2,105) 0 0
_________ _______ ________ _________ _______ ____________
Subtotal 13 206 694 2,303 330 2
_________ _______ ________ _________ _______ ____________
Contributions:
Rollover 0 0 44 94 28 0
Participant 7 369 924 1,061 427 0
Employer:
USLIFE Corporation common stock 0 0 0 0 0 0
Cash 0 0 0 0 0 0
_________ _______ ________ _________ _______ ____________
Total contributions 7 369 968 1,155 455 0
_________ _______ ________ _________ _______ ____________
Repayment of participant loans 0 45 81 131 115 (892)
_________ _______ ________ _________ _______ ____________
Total additions to plan 20 620 1,743 3,589 900 (890)
_________ _______ ________ _________ _______ ____________
Distributions to terminated and withdrawing
participants:
USLIFE Corporation common stock 0 0 0 0 0 0
Cash 0 98 373 603 428 90
_________ _______ ________ _________ _______ ____________
Total distributions 0 98 373 603 428 90
_________ _______ ________ _________ _______ ____________
Transfer of assets to loan fund 0 (18) (86) (115) (114) 1,057
Transfer of assets from (to) other funds 471 (1,959) (322) 21 (18) 0
Transfer of assets to (from) trustee 0 13,617 (6,949) (11,226) (6,668) 0
_________ _______ ________ _________ _______ ____________
Changes in plan equity 491 12,162 (5,987) (8,334) (6,328) 77
_________ _______ ________ _________ _______ ____________
Plan equity:
Beginning of year 0 0 5,987 8,334 6,328 2,221
_________ _______ ________ _________ _______ ____________
End of year $491 $12,162 $ 0 $ 0 $ 0 $2,298
========= ======= ======== ========= ======= ============
</TABLE>
<PAGE>22
<TABLE>
Note 8
______
(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, 1995
(Amounts in Thousands)
<CAPTION>
1994
___________________________________________________________________
Participant Directed Funds
_________________________________________________________
USLIFE Bankers
Corporation Bankers Bankers Trust
Common Trust Trust Short Loans
Total Stock Bond Equity Term To
Funds Fund * Fund Fund Fund Participants
________ ___________ _______ _______ ________ ____________
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends on common stock $ 633 $ 633 $ 0 $ 0 $ 0 $ 0
Income from pooled investment funds 269 14 0 1 254 0
Interest on loans to participants 145 63 23 34 25 0
________ ___________ _______ _______ ________ ____________
Total investment income 1,047 710 23 35 279 0
________ ___________ _______ _______ ________ ____________
Appreciation of USLIFE Corporation common stock
distributed to terminated and withdrawing
participants 50 50 0 0 0 0
Net gain on sale of securities 434 0 202 232 0 0
Unrealized appreciation or (depreciation) of
plan assets (2,967) (1,820) (331) (816) 0 0
________ ___________ _______ _______ ________ ____________
Subtotal (1,436) (1,060) (106) (549) 279 0
________ ___________ _______ _______ ________ ____________
Contributions:
Rollover 220 48 81 88 3 0
Participant 3,814 1,082 522 1,153 1,057 0
Employer:
USLIFE Corporation common stock 1,156 1,156 0 0 0 0
Cash 629 629 0 0 0 0
________ ___________ _______ _______ ________ ____________
Total contributions 5,819 2,915 603 1,241 1,060 0
________ ___________ _______ _______ ________ ____________
Repayment of participant loans 0 419 105 136 114 (774)
________ ___________ _______ _______ ________ ____________
Total additions to plan 4,383 2,274 602 828 1,453 (774)
________ ___________ _______ _______ ________ ____________
Distributions to terminated and withdrawing
participants:
USLIFE Corporation common stock 158 158 0 0 0 0
Cash 3,297 1,485 589 658 501 64
________ ___________ _______ _______ ________ ____________
Total distributions 3,455 1,643 589 658 501 64
________ ___________ _______ _______ ________ ____________
Transfer of assets to loan fund 0 (512) (129) (181) (158) 980
Transfer of assets from (to) other funds 0 0 0 0 0 0
Transfer of assets to (from) trustee 0 0 0 0 0 0
________ ___________ _______ _______ ________ ____________
Changes in plan equity 928 119 (116) (11) 794 142
________ ___________ _______ _______ ________ ____________
Plan equity:
Beginning of year 40,846 18,785 6,103 8,345 5,534 2,079
________ ___________ _______ _______ ________ ____________
End of year $41,774 $18,904 $5,987 $8,334 $6,328 $2,221
======== =========== ======= ======= ======== ============
* Company contributions are allocated 100% to this fund.
</TABLE>
<PAGE>23
<TABLE>
Note 8
______
(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, 1995
(Amounts in Thousands)
<CAPTION>
1993
____________________________________________________________________
Participant Directed Funds
_________________________________________________________
USLIFE Bankers
Corporation Bankers Bankers Trust
Common Trust Trust Short Loans
Total Stock Bond Equity Term To
Funds Fund * Fund Fund Fund Participants
_________ ___________ _______ ________ ________ ____________
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends on common stock $ 565 $ 565 $ 0 $ 0 $ 0 $ 0
Income from pooled investment funds 192 7 0 1 183 1
Interest on loans to participants 146 81 13 28 24 0
________ ___________ _______ _______ ________ ____________
Total investment income 903 653 13 29 207 1
________ ___________ _______ _______ ________ ____________
Appreciation of USLIFE Corporation common stock
distributed to terminated and withdrawing
participants 62 62 0 0 0 0
Net gain on sale of securities 352 73 155 124 0 0
Unrealized appreciation or (depreciation)
of plan assets 1,924 808 365 751 0 0
________ ___________ _______ _______ ________ ____________
Subtotal 3,241 1,596 533 904 207 1
________ ___________ _______ _______ ________ ____________
Contributions:
Rollover 259 31 82 108 38 0
Participant 3,752 634 915 1,740 463 0
Employer:
USLIFE Corporation common stock 1,098 1,098 0 0 0 0
Cash 693 693 0 0 0 0
________ ___________ _______ _______ ________ ____________
Total contributions 5,802 2,456 997 1,848 501 0
________ ___________ _______ _______ ________ ____________
Repayment of participant loans 0 377 105 130 141 (753)
________ ___________ _______ _______ ________ ____________
Total additions to plan 9,043 4,429 1,635 2,882 849 (752)
________ ___________ _______ _______ ________ ____________
Distributions to terminated and withdrawing
participants:
USLIFE Corporation common stock 311 311 0 0 0 0
Cash 2,614 1,020 412 490 591 101
________ ___________ _______ _______ ________ ____________
Total distributions 2,925 1,331 412 490 591 101
________ ___________ _______ _______ ________ ____________
Transfer of assets to loan fund 0 (594) (116) (175) (181) 1,066
Transfer of assets from (to) other funds 0 0 0 0 0 0
Transfer of assets to (from) trustee 0 0 0 0 0 0
________ ___________ _______ _______ ________ ____________
Changes in plan equity 6,118 2,504 1,107 2,217 77 213
________ ___________ _______ _______ ________ ____________
Plan equity:
Beginning of year 34,728 16,281 4,996 6,128 5,457 1,866
________ ___________ _______ _______ ________ ____________
End of year $40,846 $18,785 $6,103 $8,345 $5,534 $2,079
======== =========== ======= ======= ======== ============
* Company contributions are allocated 100% to this fund.
</TABLE>
<PAGE>24
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 29, 1996, relating to the
statements of financial position of the USLIFE Corporation
Employee Savings and Investment Plan as of December 31, 1995 and
1994, and the related statements of income and changes in plan
equity for each of the years in the three-year period ended
December 31, 1995, which report appears in the December 31, 1995
annual report on Form 11-K of the Plan.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
New York, New York
March 29, 1996
