SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED].
For the fiscal year ended
December 31, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 0-217
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
VICTORIA FINANCIAL CORPORATION 401K PLAN
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
VICTORIA FINANCIAL CORPORATION
5915 LANDERBROOK DRIVE
CLEVELAND, OHIO 44124
REQUIRED INFORMATION
The Victoria Financial Corporation 401(k) Plan is subject to the financial
reporting requirements of Employee Retirement Income Security Act of 1974
(ERISA). In accordance with instruction E to Form 11-K, the plan financial
statements and schedules prepared in accordance with the financial reporting
requirements of ERISA are filed in paper under cover of Form SE.
EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
23.01 CONSENT of INDEPENDENT AUDITORS 4
EXHIBIT 23.01
The Board of Directors
Victoria Financial Corporation:
We consent to incorporation by reference in the registration statement
of Form S-8 number 33-74360 of Victoria Financial Corporation and Form S-8
number 33-59535 of USF&G Corporation of our report dated April 28, 1995, except
for note 5, which is as of May 22, 1995, relating to the statements of net
assets available for benefits of The Victoria Financial Corporation 401(k) Plan
as of December 31, 1994 and 1993, and the related statement of changes in net
assets available for benefits for the year ended December 31, 1994, and all
related schedules, which report appears in the December 31, 1994, annual report
on Form 11-K of Victoria Financial Corporation.
Our report dated April 28, 1995, except for note 5 which is as of May 22, 1995,
contains an explanatory paragraph that states that the schedule of assets held
for investment purposes that accompanies the Plan's financial statements does
not disclose the historical cost of plan assets. Also, the schedule of
reportable transactions that accompanies the Plan's financial statements does
not disclose the historical cost of the assets or the net gains or loss on sale
transactions. Disclosure of this information is required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974.
/S/KPMG Peat Marwick LLP
Columbus, Ohio
June 27, 1995
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
VICTORIA FINANCIAL CORPORATION 401(K) PLAN
(Name of Plan)
Date June 29, 1995 /S/ Tab Keplinger
Name: Tab Keplinger
Title: Victoria Financial Corporation
and Plan Administrator
