SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number: 1-6701
Full title of the Plan: Capital Holding Corporation Thrift Savings Plan
Name of issuer of the securities held pursuant to the Plan and the address
of its principal executive office:
Capital Holding Corporation
Capital Holding Center
0 400 W Market Street
Louisville, Kentucky 40202
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan Administrator has duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
CAPITAL HOLDING CORPORATION
ROGER L. SMITH
PLAN ADMINISTRATOR
April 29, 1994
<PAGE>
Audited Financial Statements and Schedules
CAPITAL HOLDING CORPORATION THRIFT SAVINGS PLAN
Years ended December 31, 1993 and 1992
Audited Financial Statements
Report of Independent Auditors . . . . . . . . . . . . . . . . . . 1
Statements of Net Assets Available for Plan Benefits . . . . . . . 2
Statements of Changes in Net Assets Available
for Plan Benefits. . . . . . . . . . . . . . . . . . . . . . . . 3
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . 4
Schedules
Item 27a - Schedule of Assets Held for Investment Purposes . . . . 12
Item 27d - Schedule of Reportable Transactions . . . . . . . . . . 13
<PAGE>
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Plan Administrator
Capital Holding Corporation Thrift Savings Plan
PLAN #002 EIN #51-0108922
We have audited the accompanying statements of net assets available for
plan benefits of Capital Holding Corporation Thrift Savings Plan as of
December 31, 1993 and 1992, and the related statements of changes in net
assets available for plan benefits for the years then ended. 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 net assets available for plan benefits of the
Plan at December 31, 1993 and 1992, and the changes in its net assets
available for plan benefits for the years then ended, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of
assets held for investment purposes as of December 31, 1993, and reportable
transactions for the year ended December 31, 1993, are presented for
purposes of complying with the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974, and are not a required part of the financial statements. The
supplemental schedules have been subjected to the auditing procedures
applied in our audit of the 1993 financial statements and, in our opinion,
are fairly stated in all material respects in relation to the 1993
financial statements taken as a whole.
April 25, 1994
- 1 -
<PAGE>
<TABLE>
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<CAPTION>
CAPITAL HOLDING CORPORATION THRIFT SAVINGS PLAN
December 31, 1993 December 31, 1992
Total Fund A Fund B Fund C Loan Fund Total Fund A Fund B Fund C Loan Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments:
Capital Holding
Corporation
common
stock $ 85,665,752 $85,665,752 $ 78,743,830 $78,743,830
Guaranteed
Interest
Contract 39,673,979 $39,673,979 28,710,025 $28,710,025
Temporary
investments 14,103,590 319,249 $13,269,577 188,433 $ 326,331 12,109,265 445,024 $11,310,545 $ 353,696
Futures
contracts 20,481 20,481 19,257 19,257
Loans
receivable
from
participants 3,737,649 3,737,649 1,642,464 1,642,464
143,201,451 85,985,001 13,290,058 39,862,412 4,063,980 121,224,841 79,188,854 11,329,802 28,710,025 1,996,160
Cash 142,448 126,781 15,667 65,970 19,681 42,856 3,433
Accrued income
on investments 35,763 1,226 33,572 245 720 35,751 4,308 30,522 921
Contributions
receivable
from
participating
employers 533,015 533,015 537,918 490,712 47,206
Contributions
receivable
from
employees 102,652 41,226 14,002 36,502 10,922 293,666 145,364 38,386 102,362 7,554
$144,015,329 $86,687,249 $13,337,632 $39,899,159 $4,091,289 $122,158,146 $79,829,238 $11,418,391 $28,902,449 $2,008,068
____________ ___________ ___________ ___________ __________ ____________ ___________ ___________ ___________ __________
<PAGE>
LIABILITIES AND NET ASSETS AVAILABLE FOR PLAN BENEFITS
Cash
overdraft $ 282,435 $ 259,231 $ 23,204 $ 271,763 $ 271,763
Distributions
payable 4,164,340 $ 1,590,986 401,664 2,171,690 1,665,278 1,127,008 $ 131,776 $ 406,494
Futures
contracts
payable 20,481 20,481 19,183 19,183
Miscellaneous
payable 32,356 32,356 120,533 120,533
Net assets
available
for plan
benefits 139,515,717 85,063,907 12,656,256 37,704,265 $4,091,289 120,081,389 78,309,934 11,267,432 28,495,955 $2,008,068
$144,015,329 $86,687,249 $13,337,632 $39,899,159 $4,091,289 $122,158,146 $79,829,238 $11,418,391 $28,902,449 $2,008,068
____________ ___________ ___________ ___________ __________ ____________ ___________ ___________ ___________ __________
See notes to financial statements.
- 2-
</TABLE>
<PAGE>
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
<CAPTION>
CAPITAL HOLDING CORPORATION THRIFT SAVINGS PLAN
Year Ended December 31, 1993 Year Ended December 31, 1992
Total Fund A Fund B Fund C Loan Fund Total Fund A Fund B Fund C Loan Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 1,647,982 $ 1,647,982 $ 1,393,147 $ 1,393,147
Interest
and other 2,966,093 17,978 $ 349,666 $ 2,588,084 $ 10,365 2,537,559 46,625 $ 418,113 $ 2,064,715 $ 8,106
Net gain
realized on
disposal of
investments 1,094,936 449,622 645,314 2,062,294 1,609,391 452,903
Unrealized
appreciation
in aggregate
current
value
of
investments
during the
year 1,351,025 1,350,942 83 7,228,742 7,228,278 464
Contributions
from
participating
employers 4,532,824 4,412,027 120,797 4,476,482 4,367,044 109,438
Contributions
from
employees 13,090,204 6,026,681 1,941,036 5,119,119 3,368 11,770,223 5,280,972 1,846,405 4,635,292 7,554
Transfers for
mergers of
Durham Life
and Southlife
plans 9,954,888 873,784 9,081,104
34,637,952 14,779,016 2,936,099 16,909,104 13,733 29,468,447 19,925,457 2,717,885 6,809,445 15,660
<PAGE>
Distributions
from the
plan, net (15,203,624) (7,437,557) (819,481) (6,886,981) (59,605) (10,586,513) (6,414,554) (1,000,213) (3,196,470) 24,724
Net participant
transfers
between
funds - (587,486) (727,794) (813,813) 2,129,093 - (2,210,576) (471,107) 1,399,638 1,282,045
(15,203,624) (8,025,043) (1,547,275) (7,700,794) 2,069,488 (10,586,513) (8,625,130) (1,471,320) (1,796,832) 1,306,769
NET INCREASE 19,434,328 6,753,973 1,388,824 9,208,310 2,083,221 18,881,934 11,300,327 1,246,565 5,012,613 1,322,429
Net assets
available for
plan benefits
at beginning
of year 120,081,389 78,309,934 11,267,432 28,495,955 2,008,068 101,199,455 67,009,607 10,020,867 23,483,342 685,639
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR
$139,515,717 $85,063,907 $12,656,256 $37,704,265 $4,091,289 $120,081,389 $78,309,934 $11,267,432 $28,495,955 $2,008,068
____________ ___________ ___________ ___________ __________ ____________ ___________ ___________ ___________ __________
See notes to financial statements.
- 3 -
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
CAPITAL HOLDING CORPORATION THRIFT SAVINGS PLAN
December 31, 1993 and 1992
NOTE A--SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Capital Holding Corporation Thrift Savings Plan
(Plan) are prepared on the accrual basis.
Securities which are traded on a national securities exchange are valued at the
last reported sales price on the last business day of the year. The change in
the difference between current value and cost of investments is reflected in the
statement of changes in net assets available for plan benefits as unrealized
appreciation or depreciation in aggregate current value of investments during
the year. The difference between the proceeds or current value of investments
distributed to participants and the average cost of investments sold or
distributed is recorded as realized gains or losses. Futures contracts are
carried at market value, with gains and losses recognized in investment income
as they occur. The Guaranteed Interest Contract with Commonwealth Life
Insurance Company (Commonwealth), a subsidiary of Capital Holding Corporation
(Capital), is stated at cost plus accrued interest (contract value). Temporary
investments are stated at current market value which approximates cost. Loans
receivable from participants are carried at unpaid principal balances.
Liberty National Bank and Trust Company serves as Trustee to administer the
Plan's assets and make investment decisions relating to Fund A. Capital,
through a Review Committee, has the investment responsibility relating to
Fund B. Fund C is a Guaranteed Interest Contract with Commonwealth.
The Trustee accounts for loans receivable as a separate fund. Accordingly,
beginning in 1993, such loans and related activity are shown as a separate fund
(Loan Fund) in the accompanying financial statements. Distributions from the
Loan Fund represent withdrawals from the Plan which are used to repay a
participant's note. All other normal borrowings and payments, including
interest charged on outstanding loans, are reflected in fund transfers. The
1992 financial statements were restated to consistently present loans and
related activity in a separate fund. This change had no effect on the amount of
or increase in net assets available for plan benefits in total as previously
reported; however, balances and activity for the individual funds were affected.
Substantially all administrative expenses and investment advisory fees related
to the Plan are paid by the employers.
Certain other reclassifications of 1992 amounts have been made to conform to the
1993 presentation.
- 4 -<PAGE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS--CONTINUED
CAPITAL HOLDING CORPORATION THRIFT SAVINGS PLAN
NOTE B--DESCRIPTION OF THE PLAN
The Plan was established on January 1, 1965. Prior to 1981, participation in
the Plan was limited to qualified employees of Capital and certain of its
subsidiaries. Effective January 1, 1981, the Plan was amended to allow
participation by qualified employees of all Capital subsidiaries who elect to
participate, and was renamed and restated in its entirety. The Plan was amended
effective various dates to incorporate certain additional changes which are
reflected below.
Each person who is an employee of Capital or a participating subsidiary is
eligible to become a participant on the first day of any calendar quarter
coincident with or following completion of 12 months of employment.
The Plan is a defined contribution plan and is funded on a current basis with
contributions from participants and their employers.
Participants can contribute an amount not less than 1% nor more than 11% of
their earnings. Participants' contributions can be made on a pre-tax or after
tax basis. Rollovers from other qualified plans are permitted. The employer
match, up to the first 6% (Basic Funds) of participants' contributions, was at
the following rates for 1993 and 1992:
55% of Basic Funds invested in Fund A
50% of Basic Funds invested in Funds B and C
<TABLE>
Contributions from employers and employees for 1993 and 1992 were:
<CAPTION>
1993 1992
Employers Employees Employers Employees
<S> <C> <C> <C> <C>
Capital Holding
Corporation $ 868,555 $ 2,375,790 $1,024,040 $ 2,138,920
Commonwealth Life
Insurance Company 1,364,452 3,919,421 1,236,208 3,826,929
Worldwide Underwriters
Insurance Company 295,154 758,228 297,042 693,453
Peoples Security Life
Insurance Company 1,212,594 3,696,134 1,082,714 2,846,288
National Liberty Corp.
Companies 792,069 2,340,631 836,478 2,264,633
$4,532,824 $13,090,204 $4,476,482 $11,770,223
__________ ___________ __________ ___________
</TABLE>
- 5 -
<PAGE>
NOTES TO FINANCIAL STATEMENTS--CONTINUED
CAPITAL HOLDING CORPORATION THRIFT SAVINGS PLAN
NOTE B--DESCRIPTION OF THE PLAN--CONTINUED
The employer and employee contributions for Peoples Security Life Insurance
Company (Peoples) include contributions related to Capital Security Life
Insurance Company employees.
Plan assets are administered in three separate funds. All employers'
contributions, except for participants who are at least 55 who have elected to
make one-time irrevocable transfers to Fund C, are made to an employer
contribution account in Fund A, which consists almost entirely of Capital
common stock. For individuals making this irrevocable transfer to Fund C, all
future company contributions are also invested in Fund C. Contributions from
participants can be made to any of the funds. Fund B consists of U.S. Treasury
Bills and equity index futures contracts. Fund C consists of a Guaranteed
Interest Contract with Commonwealth which guarantees the principal amount.
There is no underlying collateral for this investment. However, the guarantor,
Commonwealth, is rated AAA by Standard and Poors Corporation and Aa3 by Moody's
Investor's Service. This investment provides an indexed rate of return on the
principal amount. The index used is related to long-term market interest rates
and is adjusted quarterly.
Generally, all participants in the Plan maintain Fund A accounts. Upon reaching
the age of 55, participants may make a one-time irrevocable election to transfer
their account balance from Fund A to Fund C and invest their own contributions
in Fund B and/or Fund C rather than in Fund A. At December 31, 1993, there were
5,674 participants in Fund A, 2,078 participants in Fund B and 3,830
participants in Fund C. Since participants can contribute to Funds A, B and C
simultaneously, they can be participants in all three funds at the same time.
A proportionate share of the net increase or decrease resulting from investment
income, realized net gains, and unrealized appreciation or depreciation of each
fund is allocated to each participant quarterly.
A participant may withdraw all or part of his or her after tax and/or employer
contribution account in cash once in any four consecutive calendar quarters. A
participant may not withdraw any amounts contributed by an employer within the
two year period immediately preceding the date of withdrawal, unless the
participant has at least five years of participation in the Plan.
Within certain pre-defined criteria, Plan participants may borrow from $1,000 to
$50,000 from their respective pre-tax accounts. Loan repayment terms cannot
exceed five years. The fixed interest rate on a loan is the prime rate as
published in the Wall Street Journal on the 10th of each month.
A participant or his or her beneficiary is entitled to receive the participant's
full interest in the Plan upon attainment of the earlier of the participant's
age sixty-five, death or medical disability. For any other type of termination,
the participant is entitled to receive the value of his or her contribution
- 6 -
<PAGE>
NOTES TO FINANCIAL STATEMENTS--CONTINUED
CAPITAL HOLDING CORPORATION THRIFT SAVINGS PLAN
NOTE B--DESCRIPTION OF THE PLAN--CONTINUED
account as of the valuation date coincident with or next following termination
of employment. In addition, the participant has a vested interest in his or her
employer contribution account determined on the basis of years of service with
the employer as follows:
<TABLE>
<CAPTION>
Percentage of
Vested Interest in
Years of Service Employer Contribution Account
<S> <C>
Less than 2 years 0%
2 15%
3 35%
4 65%
5 or more, or age 65 100%
</TABLE>
At a minimum, the participant is entitled to receive his or her contributions
to the Plan, without interest.
The value of the nonvested portion of the employer contribution account,
forfeited by participants who terminate from the Plan, is held until five
consecutive one-year breaks in service, as defined in the Plan, occur. In 1993
and 1992, forfeitures totaling $650,185 and $407,242, respectively, were used to
reduce employer contributions. Estimated forfeitures which will expire in
future years were $2,359,758 and $2,673,901 at December 31, 1993 and 1992,
respectively.
Under the Tax Reform Act of 1986, the Plan is subject to a nondiscrimination
test which limits the contribution rate of certain highly compensated employees.
The Plan was in compliance with the nondiscrimination limitations during 1993
and 1992.
Although the employers intend to continue the Plan, they have the right to
terminate the Plan or to temporarily suspend or permanently discontinue
contributions at any time. In the event of termination or discontinuance of
contributions, all rights and interests of the participants shall become fully
vested and nonforfeitable. In no event will the assets of the Plan revert to
the employer or be used or applied for any purpose other than the exclusive
benefit of participants and their beneficiaries or costs of administration.
Effective January 1, 1993, the Durham Corporation Retirement Savings Plan
(Durham Plan) and the Southlife Holding Company Restated 401(k) Retirement Plan
(Southlife Plan) were merged into the Plan. Assets and participant accounts of
the merged plans were transferred to the Plan as of that date. The total
amounts transferred from the Durham Plan and the Southlife Plan were $7,589,110
and $2,365,778, respectively. Employer and employee contributions related to
Durham Life Insurance Company and Southlife Insurance Company subsequent to
January 1, 1993 are included in Peoples and Commonwealth employer and employee
contributions.
- 7 -
<PAGE>
NOTES TO FINANCIAL STATEMENTS--CONTINUED
CAPITAL HOLDING CORPORATION THRIFT SAVINGS PLAN
NOTE C--FEDERAL INCOME TAXES
Capital has obtained a determination letter dated February 10, 1987, from the
Internal Revenue Service finding that the Plan and its related trust are
qualified under Section 401(a) and 501(a), respectively, of the Internal Revenue
Code of 1954. During the period the Plan is so qualified, a participant will
not be subject to federal income taxes on the contributions of the participant's
employer, or on dividends, interest or profit from the sale of securities
received by the Trustee and credited to the participant's account, until such
account is distributed to the participant (or a designated beneficiary or legal
representative).
Effective January 1, 1990, the Plan was amended to include pre-tax 401(k) and
loan features. A determination letter has not been requested by the Plan for
these amendments. The Plan Administrator does not believe that these amendments
will adversely affect the qualifications of the Plan under section 401(a) and
501(a) of the Internal Revenue Code.
NOTE D--TRANSACTIONS WITH PARTIES-IN-INTEREST
Transactions with Capital and Commonwealth, both participating employers in the
Plan, and Liberty National Bank, Trustee of the Plan, are summarized as follows:
<TABLE>
<CAPTION>
1993 1992
<S> <C> <C>
Capital common stock (1):
Shares purchased (2) 330,322 101,184
Cost of purchases $12,948,085 $ 3,563,847
Shares sold (2) 202,587 100,660
Proceeds from sales $ 7,826,727 $ 2,984,632
Shares held at December 31 2,307,495 2,179,760
Market value of shares held at December 31 $85,665,752 $78,743,830
Dividends $ 1,647,982 $ 1,393,147
Guaranteed Interest Contract with Commonwealth:
Deposits $16,735,889 $ 6,573,581
Withdrawals $ 8,357,123 $ 4,417,287
Balance at December 31 $39,673,979 $28,710,025
Interest $ 2,585,188 $ 2,064,715
Liberty Treasury Bill Index Account
with Liberty National Bank:
Cost of purchases $33,325,745 $29,123,709
Proceeds from sales $31,331,461 $27,429,203
Balance at December 31 $14,103,590 $12,109,265
Interest $ 380,905 $ 472,844
</TABLE>
[FN]
<F1>
(1) The number of shares of Capital common stock have been retroactively
adjusted for a two-for-one stock split in the form of a stock dividend,
payable April 30, 1993.
(2) These shares were traded on a national securities exchange.
- 8 -<PAGE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS--CONTINUED
CAPITAL HOLDING CORPORATION THRIFT SAVINGS PLAN
NOTE E--REALIZED GAIN ON DISPOSAL OF INVESTMENTS
Net realized gains from disposal of investments are as follows:
<TABLE>
<CAPTION>
1993 1992
<S> <C> <C>
Fund A:
Sales proceeds of Capital
common stock $7,826,727 $ 2,984,632
Cost 7,377,105 1,375,241
NET REALIZED GAIN $ 449,622 $ 1,609,391
__________ ___________
Fund B:
Sales proceeds of temporary
investments and
futures contracts $7,794,784 $ 1,420,683
Cost 7,149,470 967,780
NET REALIZED GAIN $ 645,314 $ 452,903
__________ ___________
</TABLE>
As explained in Note A, realized gains (losses) are computed utilizing the
average historical cost of the investments sold. The Department of Labor
(DOL) requires presentation of realized gains (losses) in Form 5500 to be
computed on the basis of revalued cost (which is defined as current value at
the beginning of the year if held at that date or historical cost if purchased
during the year). Using the DOL prescribed computation, realized gains and
(losses) on Capital common stock, temporary investments and futures contracts
at December 31, 1993 and 1992, were $1,153,585 and $(217,614), respectively.
NOTE F--CHANGE IN UNREALIZED APPRECIATION OF INVESTMENTS
The change in unrealized appreciation of Plan investments for 1993 and 1992
is as follows:
<TABLE>
<CAPTION>
Total Fund A Fund B
<S> <C> <C> <C>
Unrealized appreciation
in aggregate current
value of investments:
1993
Beginning of year $47,525,964 $47,525,500 $ 464
End of year 48,876,989 48,876,442 547
$ 1,351,025 $ 1,350,942 $ 83
___________ ___________ _________
1992
Beginning of year $40,297,222 $40,297,222 $ -
End of year 47,525,964 47,525,500 464
$ 7,228,742 $ 7,228,278 $ 464
___________ ___________ _________
</TABLE>
- 9 -
<PAGE>
NOTES TO FINANCIAL STATEMENTS--CONTINUED
CAPITAL HOLDING CORPORATION THRIFT SAVINGS PLAN
NOTE F--CHANGE IN UNREALIZED APPRECIATION OF INVESTMENTS--CONTINUED
As explained in Note A, unrealized appreciation or depreciation of investments
is computed as the change in the difference between current value and cost of
investments. The DOL requires presentation of unrealized appreciation or
depreciation in Form 5500 to be computed by comparing the current value of
investments held at December 31, 1993, with their current value at
January 1, 1993 or, for investments purchased during the year, their cost.
Using the DOL prescribed computation, the amount of unrealized appreciation in
1993 was $1,292,293 for Fund A and $83 for Fund B.
NOTE G--INVESTMENTS
The cost of Plan investments at December 31, 1993 and 1992 is as follows:
<TABLE>
<CAPTION>
1993 1992
<S> <C> <C>
Capital common stock $36,789,310 $31,218,330
Guaranteed Interest Contract 39,673,979 28,710,025
Temporary investments 14,103,043 12,108,875
Futures contracts 20,481 19,183
Loans receivable from
participants 3,737,649 1,642,464
$94,324,462 $73,698,877
___________ ___________
</TABLE>
The current value of individual Plan investments that represent 5% or more of
net assets available for plan benefits at December 31, 1993 and 1992 is as
follows:
<TABLE>
<CAPTION>
1993 1992
<S> <C> <C>
Capital common stock $85,665,752 $78,743,830
Guaranteed Interest Contract $39,673,979 $28,710,025
Temporary investments
- Liberty Treasury Bill
Index Account $14,103,590 $12,109,265
</TABLE>
NOTE H--FINANCIAL INSTRUMENTS
The Plan utilizes futures contracts with off-balance-sheet market risk in its
investing activities for Fund B. Futures are contracts which call for the
delayed delivery of securities in which the seller agrees to deliver on a
specified future date, a specified instrument, at a specified price. Generally,
futures contracts' margin requirements, equal to the change in market value, are
settled daily. These instruments are subject to market risk, which is the
possibility that future changes in market prices may make the instruments less
- 10 -<PAGE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS--CONTINUED
CAPITAL HOLDING CORPORATION THRIFT SAVINGS PLAN
NOTE H--FINANCIAL INSTRUMENTS--CONTINUED
valuable. The Plan's investment of $500,000 in the Liberty Treasury Bill Index
Account has been pledged to meet the margin requirements for these open futures
contracts at December 31, 1993 and 1992. The Plan had committed to purchase
equity indexes having contract values of $12,607,650 and $9,628,300,
respectively, at December 31, 1993 and 1992. The contract amounts of these
instruments reflect the extent of involvement in futures contracts. The Plan
had no off-balance-sheet exposure to credit risk associated with futures
contracts at December 31, 1993 and 1992.
- 11 -
<PAGE>
<TABLE>
<CAPTION>
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
CAPITAL HOLDING CORPORATION THRIFT SAVINGS PLAN
PLAN #002 EIN #51-0108922
December 31, 1993
Description of
Investment
Including Maturity
Date, Rate of
Identity of Issue, Borrower, Interest, Par, or Current
Lessor or Similar Party Maturity Value Cost Value
<S> <C> <C> <C>
Common Stock--
Capital Holding Corporation 2,307,495 shares
common stock<F1> of common stock $36,789,310 $ 85,665,752
Temporary Investment--
Liberty Treasury Bill
Index Account<F1> 14,103,590 shares, 14,103,043 14,103,590
$1 par
Guaranteed Interest Contract--
Commonwealth Life Insurance Indexed rate of
Company<F1> return, adjusted
quarterly 39,673,979 39,673,979
Futures contracts 54 S&P 500 3/94 20,481 20,481
Loans receivable from Principal balances
participants from $1,000 to
$50,000, bearing
interest at the
prime rate, due
within 5 years
from date of loan 3,737,649 3,737,649
$94,324,462 $143,201,451
<FN>
<F1> Indicates party-in-interest to the Plan.
</TABLE>
- 12 -
<PAGE>
<TABLE>
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
<CAPTION>
CAPITAL HOLDING CORPORATION THRIFT SAVINGS PLAN
PLAN #002 EIN #51-0108922
Year Ended December 31, 1993
Current Value
of Asset on
Cost Proceeds Transaction
Identity of Party Involved Description of Assets of Purchases from Sales Cost Date Net Gain
<S> <C> <C> <C> <C> <C> <C>
Category (iii)--A series of securities transactions in excess of 5% of plan assets
Capital Holding Corporation 330,322 shares of common $12,948,085 $12,948,085 $12,948,085
stock
Capital Holding Corporation 202,587 shares of common $7,826,727 7,377,105 7,826,727 $449,622
stock
Commonwealth Life Insurance Guaranteed Interest Contract 16,735,889 16,735,889 16,735,889
Commonwealth Life Insurance Guaranteed Interest Contract 8,357,123 8,357,123 8,357,123 -0-
Liberty National Bank Liberty Treasury Bill Index 33,325,745 33,325,745 33,325,745
Account ($33,325,745 Par Value)
Liberty National Bank Liberty Treasury Bill Index 31,331,461 31,331,851 31,331,851 (390)
Account ($31,331,851 Par Value)
There were no expenses incurred with these transactions.
There were no category (i), (ii) or (iv) reportable transactions during 1993
</TABLE>
- 13 -
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statement
No. 33-34655 on Form S-8 dated April 24, 1990, as amended by Post Effective
Amendment No.1 dated April 16, 1991, and in Registration Statement
No. 33-47336 on Form S-8 dated April 21, 1992 (which also serves as Post
Effective Amendment No.2 to Registration Statement No. 33-34655) pertaining
to the Capital Holding Corporation Thrift Savings Plan of Capital Holding
Corporation and in the related Prospectus, of our report dated
April 6, 1994, with respect to the financial statements and schedules of
the Capital Holding Corporation Thrift Savings Plan included in this Annual
Report (Form 11-K) for the year ended December 31, 1993.
ERNST & YOUNG
Louisville, Kentucky
April 25, 1994
