HAMPSHIRE FUNDING INC
10-K/A, 1995-05-02
PATENT OWNERS & LESSORS
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-K
                                  AMENDMENT    

(Mark One)

  X   Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
- ----- Act of 1934 [fee required]
      For the fiscal year ended    December 31, 1994
                                ------------------------
 
      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 2-79192.
                             -------
                            HAMPSHIRE FUNDING, INC.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

         NEW HAMPSHIRE                                       02-0277842
- ----------------------------------                   ---------------------------
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                        Identification No.)
 
  ONE GRANITE PLACE, CONCORD, NEW HAMPSHIRE                         03301
- --------------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code (603) 226-5000
                                                   -----------------------------

Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities registered pursuant to Section 12(g) of the Act:

Programs for coordinating the acquisition of mutual fund shares and insurance
- -----------------------------------------------------------------------------

Indicate by check mark whether the registrant 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 has been subject to such filing requirements
for the past 90 days.              YES   X      NO 
                                       -----       -----      

State the aggregate market value of the voting stock held by non-affiliates of
the registrant.  The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within 60 days prior to the date of filing.
NONE

Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of March 15, 1995:  50,000 shares, all of which are owned by
Chubb Life Insurance Company of America.

                      DOCUMENTS INCORPORATED BY REFERENCE

NONE
 
The total number of pages, including exhibits, is    43    , and the exhibit
index appears on pages 24 through 27.
<PAGE>
 
   
This amendment to Hampshire Funding, Inc. filing on Form 10-K is being made
to add the Financial Data Schedule to the Exhibits as required by Regulation S-
K, Item 601(a)(27) and pursuant to Regulation S-K, Item 601(c).  The Financial
Data Schedule is incorporated to the Hampshire Funding, Inc. Form 10-K for the
year ended December 31, 1994 under Item 27 of the Exhibits on pages 42-43.
    

                                    2 of 7
<PAGE>
 
                                    PART IV

Item 14 -- Exhibits, Financial Statement Schedules, and Reports on Form 8K
- --------------------------------------------------------------------------

(a)  Documents filed as a part of this Report.

     1.   The following consolidated financial statements of Hampshire Funding,
          Inc. and Subsidiary are included in Item 8:

          (i)   Report of Independent Auditors

          (ii)  Consolidated Balance Sheets as of December 31, 1994 and 1993

          (iii) Consolidated Statements of Operations and Retained Earnings for
                each of the three years in the period ended December 31, 1994.

          (iv)  Consolidated Statements of Cash Flows for each of the three
                years in the period ended December 31, 1994.

          (v)   Notes to Consolidated Financial Statements

     2.   Financial Statement Schedules

          All Schedules have been omitted since the required information is not
          present or is not present in amounts sufficient to require submission
          of the schedule, or because the information required is included in
          the financial statements and the notes thereto.

     3.   Exhibits

          (i)   Pursuant to Rule 12b-23 and General Instruction G, the following
                exhibits required to be filed with this Report pursuant to the
                Instructions for Item 14 above are incorporated by reference
                from the reference source cited in the table below.

          Item 601
 
           Exhibit
          Table No.              Document                Reference Source
          ---------              --------                ----------------
 
            (1)            Distribution Agreement        Form 10-K, filed
                           between the Company and       March 15, 1990, for the
                           Chubb Securities Corporation  year ended December 31,
                           dated March 1, 1990           1989, pp. 23-24
 
            (3)       (i)  Articles of Incorporation     Form 10-K, filed
                           of Company                    March 15, 1990, for the
                                                         year ended December 31,
                                                         1989, pp. 25-27

                                    3 of 7
<PAGE>
 
           Exhibit
          Table No.              Document                Reference Source
          ---------              --------                ----------------

                     (ii)  By-Laws of Company            Form 10-K, filed
                                                         March 15, 1990, for the
                                                         year ended December 31,
                                                         1989, pp. 28-46

            (10)   (i)(a)  Loan Agreement between        Form 10-K, filed
                           the Company and The           March 15, 1990, for the
                           Colonial Life Insurance       year ended December 31,
                           Company of America, dated     1989, pp. 54
 
                      (b)  Amendment to Loan             Form 10-K, filed
                           Agreement between the         March 15, 1990, for the
                           Company and The Colonial      year ended December 31,
                           Life Insurance Company of     1989, pp. 55-56
 
                      (c)  Second Amendment to Loan      Form 10-K, filed
                           Agreement between the         March 29, 1993, for the
                           Company and The Colonial      year ended December 31,
                           Life Insurance Company of     1992, pp. 23-24
 
                      (d)  Third Amendment to Loan       Form 10-K, filed
                           Agreement between the         March 29, 1993, for the
                           Company and The Colonial      year ended December 31,
                           Life Insurance Company of     1992, pp. 25-26

                      (e)  Fourth Amendment to Loan      Form 10-K filed
                           Agreement between the         March 9, 1994 for the
                           Company and The               year ended December 31,
                           Colonial Life Insurance       1993, pp. 33-34
                           Company of America, dated
                           June 17, 1993
 
                  (ii)(a)  Company-Lender Agreement      Form 10-K, filed
                           between the Company and       March 15, 1990, for the
                           The Colonial Life             year ended December 31,
                           Insurance Company of          1989, pp. 57-60
                           America, dated July 7,
                           1989
 
                      (b)  Amendment to Acceptance       Form 10-K, filed
                           of Company-Lender             March 15, 1990, for the
                           Agreement between the         year ended December 31,
                           Company and The Colonial      1989, pp. 61
                           Life Insurance Company of
                           America, dated March 8,
                           1990

                                    4 of 7
<PAGE>
 
           Exhibit
          Table No.              Document                Reference Source
          ---------              --------                ----------------

                      (c)  Second Amendment to          Form 10-K, filed
                           Acceptance of                March 29, 1993, for the
                           Company-Lender Agreement     year ended December 31,
                           between the Company and      1992, pp. 27-28
                           The Colonial Life Insurance
                           Company of America,
                           dated December 15, 1992
 
                      (d)  Third Amendment to           Form 10-K, filed
                           Acceptance of                March 29, 1993, for the
                           Company-Lender Agreement     year ended December 31,
                           between the Company and      1992, pp. 29-30
                           The Colonial Life Insurance
                           Company of America,
                           dated March 8, 1993
 
                      (e)  Fourth Amendment to          Form 10-K filed
                           Acceptance of                March 9, 1994 for the
                           Company-Lender               year ended December 31,
                           Agreement between the        1993, pp. 35-36
                           Company and The
                           Colonial Life Insurance
                           Company of America, dated
                           June 17, 1993
 
                 (iii)     Franchise Fee Agreement      Form 10-K, filed
                           between the Company and      March 15, 1990, for the
                           Chubb Life Insurance         year ended December 31,
                           Company of America, dated    1989, pp. 62-63
                           March 9, 1990
 
                  (iv)     Franchise Fee Agreement      Form 10-K, filed
                           between the Company and      March 15, 1990, for the
                           The Volunteer State Life     year ended December 31,
                           Insurance Company, dated     1989, pp. 64-65
                           March 9, 1990
 
 
                   (v)(a)  Loan Agreement between       Form 10-K filed
                           the Company and Chubb        March 9, 1994 for the
                           Life Insurance Company       year ended December 31,
                           of America, dated            1993, pp. 37-38
                           September 29, 1993
 
                      (b)  Company-Lender Agreement     Form 10-K filed
                           between the Company and      March 9, 1994 for the
                           Chubb Life Insurance         year ended December 31,
                           Company of America, dated    1993, pp. 39-40
                           September 29, 1993

                                    5 of 7
<PAGE>
 
           Exhibit
          Table No.              Document                Reference Source
          ---------              --------                ----------------
 
                      (c)  Acceptance of Company      Form 10-K filed
                           -Lender Agreement between  March 9, 1994 for the
                           the Company and The Chubb  year ended December 31,
                           Life Insurance Company of  1993, pp. 41-42
                           America, dated
                           September 29, 1993

            (22)      Subsidiaries of the Registrant  Form 10-K, filed
                                                      March 15, 1990, for the
                                                      year ended December 31,
                                                      1989, pp. 66
 
               (ii)   Filed by enclosure.
 
          Reg S-K
          Item 601
 
            (4)        (i) Agency Agreement and         29-31
                           Limited Power of Attorney
              
                      (ii) Change in Participant in     32-33
                           Program
 
                     (iii) Disclosure Statement and     34-35
                           Agreement to Modify a
                           Program
 
                       (a) Loan Agreement between the   36-37
                           Company and Chubb Life
                           Insurance of America, dated
                           September 29, 1994
 
                       (b) Company-Lender Agreement     38-39
                           between the Company and
                           Chubb Life Insurance
                           Company of America, dated
                           September 29, 1994
 
                       (c) Acceptance of Company        40-41
                           -Lender Agreement between
                           the Company and The Chubb
                           Life Insurance Company of
                           America, dated
                           September 29, 1994
               
            (27)           Financial Data Schedule      42-43      

       (b)  Reports on Form 8-K

            No Reports on Form 8-K were filed by the Company during the quarter
            ended December 31, 1994.

 
                                    6 of 7
<PAGE>
 
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

DATE:       April 27    , 1995              HAMPSHIRE FUNDING, INC.


                                       By:  /s/  BRUCE R. STEFANY
                                            ----------------------------------
                                            Bruce R. Stefany, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

               Name                      Title                   Date
               ----                      -----                   ----

 
/s/ BRUCE R. STEFANY           President and Director         April 27    , 1995
- ---------------------------
     Bruce R. Stefany
 

                               Director
- ---------------------------
    James R. Wagner, Jr.
 
/s/ FREDERICK H. CONDON        Director                       April 27    , 1995
- ---------------------------
    Frederick H. Condon
 
/s/ ERNEST J. TSOUROS          Director                       April 27    , 1995
- ---------------------------
     Ernest J. Tsouros
 
/s/ RANDELL G. CRAIG           Director                       April 27    , 1995
- ---------------------------
     Randell G. Craig
 
/s/ Joseph A. Morein           Director                       April 28    , 1995
- ---------------------------
     Joseph A. Morein
 
/s/ JOHN A. WESTON             Treasurer, Principal           April 27    , 1995
- ---------------------------    Financial and
      John A. Weston           Accounting Officer

                                    7 of 7

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-START>                             JAN-01-1994
<PERIOD-END>                               DEC-31-1994
<CASH>                                       1,311,399
<SECURITIES>                                         0
<RECEIVABLES>                               40,930,417<F1>
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,436,657
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              42,241,816
<CURRENT-LIABILITIES>                        1,504,525
<BONDS>                                     38,889,535<F2>
<COMMON>                                        50,000
                                0
                                          0
<OTHER-SE>                                   1,797,756
<TOTAL-LIABILITY-AND-EQUITY>                42,241,816
<SALES>                                              0
<TOTAL-REVENUES>                             3,590,273
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             2,885,205<F3>
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                705,068
<INCOME-TAX>                                   246,774
<INCOME-CONTINUING>                            458,294
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0<F4>
<NET-INCOME>                                   458,294
<EPS-PRIMARY>                                     9.17
<EPS-DILUTED>                                        0
<FN>
<F1>Consists of A.R. 47,215 Tax Recoverable $78,043 and long-term collateral
notes receivable $40,805,159.
<F2>Includes loans payable to affiliates of $38,889,535.
<F3>Comprised of: Interest on loan agreements $1,516,229; general and
administrative $1,308,976; realized investment losses $60,000.
<F4>Adoption of SFAS No. 112, "Employer's Accounting for Post-employment Benefits."
The cumulative effect of this change was immaterial.
</FN>
        

</TABLE>


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