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 end 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 33-37506
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below: USLICO Corporation Savings Plan
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principle executive office: USLICO Corporation, 4601 Fairfax
Drive, P.O. Box 3700, Arlington, Virginia 22203
REQUIRED INFORMATION
The following financial statements shall be furnished for the plan:
1.An audited statement of financial condition as of the end of the
latest two fiscal years of the plan (or such lesser period as the plan has
been in existence).
2. An audited statement of income and changes in plan equity for each
of the latest three fiscal years of the plan (or such lesser period as the
plan has been in existence).
3. The statements required by Items 1 and 2 shall be prepared in
accordance with the applicable provisions of Article 6A of Regulation S-X
(17 CFR 210.6A-01-.6A-05).
4. In lieu of the requirements of Items 1-3 above, plans subject to
ERISA may file plan financial statements and schedules prepared in
accordance with the financial reporting requirements of ERISA. To the
extent required by ERISA, the plan financial statements shall be examined
by an independent accountant, except that the "limited scope exemption"
contained in Section 103(a)(3)(C) of ERISA shall not be available.
Note: A written consent of the accountant is required with respect to
the plan annual financial statements which have been incorporated by
reference in a registration statement on Form S-8 under the Securities Act
of 1933. The consent should be filed as an exhibit to this annual report.
Such consent shall be currently dated and manually signed.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
USLICO Corporation Savings Plan
(Name of Plan)
Date June 30, 1995 Deborah B. Holden
Deborah B. Holden
Plan Administrator
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USLICO CORPORATION SAVINGS PLAN
Financial Statements
December 31, 1994 and 1993
(With Independent Auditors' Report Thereon)
<PAGE>
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<TABLE>
USLICO Corporation Savings Plan
Statements of Net Assets Available for Plan Benefits
Fidelity
USLICO Deposit Crestar Fidelity Fidelity Ginnie Mae
Corporation Administration Balanced Magellan U.S. Equity Portfolio
Stock Fund Contract Fund Fund Fund Index Fund Fund Loan Fund Total
As of December 31, 1994
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at
fair value $1,588,501 $1,260,270 $1,308,128 $1,254,284 $368,725 $241,351 $364,490 $6,385,749
Receivables
Contributions
- employer 84,099 - - - - - - 84,099
- employee 7,383 8,219 11,706 17,643 4,737 3,270 - 52,958
Accrued interest and
dividends 142 6,135 3,065 - 2,741 1,448 47 13,578
Loans receivable 3,041 1,911 3,144 3,354 509 426 (12,385) -
1,683,166 1,276,535 1,326,043 1,275,281 376,712 246,495 352,152 6,536,384
Liabilities:
Excess contributions 48 12,203 16,191 16,073 3,996 2,748 - 51,259
Net assets available
for plan benefits $1,683,118 $1,264,332 $1,309,852 $1,259,208 $372,716 $243,747 $352,152 $6,485,125
As of December 31, 1993
Assets:
Investments, at
fair value $ 727,248 $1,161,226 $1,207,344 $955,169 $264,071 $246,940 $294,086 $4,856,084
Receivables
Contributions
- employer 271,410 - - - - - - 271,410
- employee - - - 171 - - - 171
Accrued interest and
dividends 15 2 2,808 6,214 2,085 945 622 12,691
Loans receivable 4,182 4,438 1,375 3,988 3,500 236 (17,719) -
Accrued transfers - 4,756 5,411 3,954 2,238 - - 16,359
1,002,855 1,170,422 1,216,938 969,496 271,894 248,121 276,989 5,156,715
Liabilities:
Excess contributions 562 9,435 14,317 16,660 5,533 3,860 - 50,367
Accrued transfers 1,028 - - - - 2,231 14,138 17,397
1,590 9,435 14,317 16,660 5,533 6,091 14,138 67,764
Net assets available
for plan benefits $1,001,265 $1,160,987 $1,202,621 $ 952,836 $266,361 $242,030 $262,851 $5,088,951
</TABLE>
See accompanying notes to financial statements.<PAGE>
<PAGE>
<TABLE>
USLICO Corporation Savings Plan
Statements of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1994
Fidelity
USLICO Deposit Crestar Fidelity Fidelity Ginnie Mae
Corporation Administration Balanced Magellan U.S. Equity Portfolio
Stock Fund Contract Fund Fund Fund Index Fund Fund Loan Fund Total
Additions to net assets
attributed to:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income (loss):
Interest and dividends $ 15,717 $ 66,840 $ 42,502 $ 2,264 $ 8,239 $13,718 $ 25,598 $ 174,878
Net appreciation (deprecia-
tion) in fair value of
investments including
realized and unrealized
gains and losses 230,093 - (75,704) (27,574) (3,813) (18,476) - 104,526
245,810 66,840 (33,202) (25,310) 4,426 (4,758) 25,598 279,404
Contribution - employer 327,987 - - - - - - 327,987
- employee 112,892 150,871 259,376 384,921 89,524 65,748 - 1,063,332
Loan principal and interest 29,841 65,711 42,463 81,676 10,799 8,318 (238,808) -
Participant transfers, net 62,535 (66,163) (49,870) 16,253 36,318 (49,188) 50,115 -
Total additions 779,065 217,259 218,767 457,540 141,067 20,120 (163,095) 1,670,723
Deductions from net assets
attributed to:
Distributions (52,633) (61,985) (45,621) (72,341) (28,178) (8,155) (5,636) (274,549)
Participant loans (44,579) (51,929) (65,915) (78,827) (6,534) (10,248) 258,032 -
Total deductions (97,212) (113,914) (111,536) (151,168) (34,712) (18,403) 252,396 (274,549)
Increase in net assets
available for plan
benefits 681,853 103,345 107,231 306,372 106,355 1,717 89,301 1,396,174
Net assets available for plan
benefits:
Beginning of year 1,001,265 1,160,987 1,202,621 952,836 266,361 242,030 262,851 5,088,951
End of year $1,683,118 $1,264,332 $1,309,852 $1,259,208 $372,716 $243,747 $352,152 $6,485,125
</TABLE>
See accompanying notes to financial statements.<PAGE>
<PAGE>
<TABLE>
USLICO Corporation Savings Plan
Statements of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1993
Fidelity
USLICO Deposit Crestar Fidelity Fidelity Ginnie Mae
Corporation Administration Balanced Magellan U.S. Equity Portfolio
Stock Fund Contract Fund Fund Fund Index Fund Fund Loan Fund Total
Additions to net assets
attributed to:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income (loss):
Interest and dividends $ 9,619 $ 73,695 $ 31,968 $ 8,946 $ 6,042 $ 11,499 $ 17,823 $ 159,592
Net appreciation (deprecia-
tion) in fair value of
investments including
realized and unrealized
gains and losses (51,486) - 73,257 152,422 14,335 (363) - 188,165
(41,867) 73,695 105,225 161,368 20,377 11,136 17,823 347,757
Contribution - employer 271,410 - - - - - - 271,410
- employee 86,259 201,899 222,334 332,745 93,856 96,356 - 1,033,449
Loan principal and interest 15,636 35,453 38,388 54,456 20,148 5,253 (169,334) -
Participant transfers, net (24,831) (31,803) 29,864 33,829 (5,633) (389) (1,037) -
Total additions 306,607 279,244 395,811 582,398 128,748 112,356 (152,548) 1,652,616
Deductions from net assets
attributed to:
Distributions (99,061) (97,177) (115,414) (143,577) (12,577) (25,442) (9,532) (502,780)
Participant loans (10,081) (70,767) (64,692) (61,871) (19,341) (3,741) 230,493 -
Total deductions (109,142) (167,944) (180,106) (205,448) (31,918) (29,183) 220,961 (502,780)
Increase in net assets
available for plan
benefits 197,465 111,300 215,705 376,950 96,830 83,173 68,413 1,149,836
Net assets available for plan
benefits:
Beginning of year 803,800 1,049,687 986,916 575,886 169,531 158,857 194,438 3,939,115
End of year $1,001,265 $1,160,987 $1,202,621 $952,836 $266,361 $242,030 $262,851 $5,088,951
</TABLE>
See accompanying notes to financial statements.<PAGE>
<PAGE>
USLICO Corporation Savings Plan
Notes to Financial Statements
December 31, 1994 and 1993
1. Description of Plan
The following description of the USLICO Corporation Savings Plan (the
Plan), formerly the USLICO Corporation Salary Savings Profit Sharing Plan,
provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
The Plan is a contributory, defined contribution plan available to
employees of USLICO Corporation and its subsidiaries (the Plan sponsors--
see Note 8) who meet the eligibility requirements (over 21 years of age and
12 continuous months of service). The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions. Employees may elect to defer up to 15% of their
compensation to the legal maximum of $9,240 for 1994 and $8,994 for 1993.
The Plan contains a provision for an employer contribution that is
determined annually by the Board of Directors of USLICO Corporation and
paid to the USLICO Stock Fund in the form of USLICO common stock. For
1994, this contribution was allocated quarterly (annually in 1993) to
participants who were employees at quarter-end using the following formula:
Percentage of Employer Matching
Annual Salary Contribution
First 3% 50%
Next 3% 25%
Participant Accounts. Participants have six investment options--USLICO
Corporation Stock; a deposit administration contract issued by Bankers
Security Life Insurance Society (an indirect wholly-owned subsidiary of
USLICO Corporation); a bank administered balanced fund from Crestar Bank
(the Plan's Trustee); and three mutual funds managed by Fidelity
Investments: the Magellan Fund, the U.S. Equity Index Fund, and the Ginnie
Mae Portfolio Fund. The employer contribution is made in the form of
USLICO stock to the USLICO Corporation Stock Fund only.
Each participant's account is credited with his or her contributions and
share of investment earnings. Each eligible participant is credited with
his or her share of the corporate contribution. Each participant's account
is charged for any distributions drawn against it and the allocable share
of the net investment losses, if any.
Vesting. Participants are 100% vested in their contributions and earnings
at all times. Vesting in the discretionary profit sharing contribution
made by USLICO Corporation and related earnings is based on years of
service. A participant is vested in discretionary contributions based on
completed years of service:
Years of Service Vesting Percentage
1-2 0
3 25
4 50
5 75
6 100
Non-vested employer contributions forfeited are retained as plan assets and
reduce future employer contributions.<PAGE>
<PAGE>
Payment of Benefits. Benefit payments must begin no later than 60 days
after the close of the latest plan year during which the participant
reaches age 65 or in which service is terminated. Amounts payable to
withdrawn participants total $1,851 and $4,939 at December 31, 1994 and
1993, respectively.
Participant Loans. With the approval of the Plan administrator,
participants may borrow a maximum amount not to exceed the lesser of:
(i) $50,000, or
(ii) 50% of the present value of the nonforfeitable plan benefit.
Loans to participants generally are due within five years and bear an
approximate market rate of interest.
2. Summary of Significant Accounting Policies
The financial statements of the Plan have been prepared on the accrual
basis in accordance with generally accepted accounting principles.
Plan investments are valued at quoted market prices, except for the deposit
administration contract and participant loans which are valued at the
principal amount plus accrued interest which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Dividend income is recorded on the ex-dividend date. Realized gains and
losses from security transactions are reported using the specific
identification method.
The average yields on the Bankers Security deposit administration contract
were 5.9% and 6.3% for the year ended December 31, 1994 and 1993,
respectively. The interest crediting rates for the same periods were 6.0%
and 6.4%, respectively, and are reset annually effective January 1.
Certain prior year amounts have been reclassified to conform to 1994
presentation.
3. Income Tax Status
The Plan obtained its latest determination letter in 1987 in which the
Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code
(the Code). The Plan has been amended since that time, however, the Plan
administrator and the Plan's tax counsel believe that the Plan is currently
designed and operated in compliance with the applicable requirements of the
Code. Therefore, they believe that the Plan was qualified and the related
trust was tax-exempt as of the financial statement date.
4. Administrative Expenses
Administrative expenses of the Plan have been paid by the participating
USLICO companies and, accordingly, are not reflected in the accompanying
financial statements.
5. Plan Termination
Although it has not expressed any intent to do so, USLICO Corporation has
the right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA. In the event of
termination, participants will receive 100% of their account balances,
including non vested amounts.<PAGE>
<PAGE>
6. Investments
The Plan maintains a trust agreement with Crestar Bank whereby Crestar
maintains plan assets and accounting records separately for each of the
six investment fund options. Three of the funds are deemed to be parties-
in-interest as they are sponsored by either the trustee or a USLICO
company. Each investment category is credited with actual earnings on the
underlying investments and charged for applicable plan withdrawals.
Investments, at fair value, were composed of the following general
categories at December 31:
1994 1993
Cash and Cash Equivalents $ 76,096 $ 107,277
Loans to Participants 350,850 281,130
Common Stock 1,588,349 721,359
Corporate Obligations 241,349 243,714
Deposit Administration Contract 1,260,270 1,153,084
Mutual Funds 2,868,835 2,349,520
Total investments, at fair value $6,385,749 $4,856,084
Net appreciation (depreciation) in the fair value of investments, including
investments bought and sold during the year, by type for the years ended
December 31, is as follows:
1994 1993
Common Stocks $229,793 $(51,485)
Corporate Obligations (18,476) (363)
Mutual Funds (106,791) 240,013
Net appreciation in fair
value of investments $104,526 $188,165
The following investments represent five percent or more of the net assets
available for Plan benefits at December 31:
1994 1993
BSL Deposit Administration Contract $1,260,270 $1,153,084
Fidelity Magellan Fund 1,255,267 946,207
USLICO Corporation Stock 1,588,349 721,359
Crestar Common Stock Funds 660,445 660,523
Crestar Bond Funds 585,453 480,296
Fidelity U.S. Equity Index Fund 367,670 262,494
7. Plan Amendment
The Plan was amended and restated on December 21, 1994 to change its name
from the USLICO Corporation Salary Savings Profit Sharing Plan to the
USLICO Corporation Savings Plan.
8. Subsequent Events
On January 17, 1995, USLICO Corporation merged with The NWNL Companies,
Inc. (NWNL), an insurance holding company based in Minneapolis, Minnesota.
Subsequent to the date of the merger, NWNL changed its name to ReliaStar
Financial Corp. As a result of the merger, the Plan will be merged with
the ReliaStar 401(k) plan on January 1, 1996. This merger will have no
impact on participant benefits or the vesting provisions previously stated.
On March 30, 1995, an application for a favorable determination letter as
to the tax-qualified status of the Plan was filed with the Internal Revenue
Service.<PAGE>
<PAGE>
Schedule I
USLICO Corporation Savings Plan
Item 27a - Schedule of Assets Held for Investment Purposes
As of December 31, 1994
Description of
investment including
maturity date,
rate of interest,
Identity of issue, borrower collateral, par or Historical Current
lessor, or similar party maturity value cost value
Cash and Cash Equivalents
Crestar Trust Account Non-interest
bearing cash $(10,207) $(10,207)
Crestar funds - Cash Reserve Fund Variable Interest
bearing money
market fund 86,303 86,303
76,096 76,096
Loans to Participants Rates ranging from
8% to 10.5% 350,850 350,850
Common Stock
USLICO Corporation 78,437 shares 1,509,935 1,588,349
Corporate Obligations
Fidelity Ginnie Mae Portfolio 24,303.99 units of
fixed income
mutual fund 259,978 241,349
Deposit Administration Contract
Bankers Security Life Deposit
Administration Contract #8400 1,266,404.44 units
at 1.00 per unit 1,260,270 1,260,270
Mutual Funds
Fidelity US Equity Index Fund 21,969.04 shares 356,431 367,670
Fidelity Magellan Fund 18,775.17 shares 1,278,237 1,255,267
Crestfunds - Bond Fund 35,527.75 units 348,987 325,079
Crestfunds - Short/Intermediate
Bond Fund 27,494.57 units 273,547 260,374
Crestfunds - Special Equity Fund 13,093.56 units 140,417 133,162
Crestfunds - Value Fund 51,694.41 units 541,289 527,283
2,938,908 2,868,835
Total $6,396,037 $6,385,749
<PAGE>
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<TABLE>
Schedule II
USLICO Corporation Savings Plan
Item 27d - Schedule of Reportable Transactions
For the Year Ended December 31, 1994
Current value
Expense of asset on
Indentity of party involved and Purchase Selling incurred with Cost of transaction Net gain
description price price transaction asset date or (loss)
<S> <C> <C> <C> <C> <C> <C>
USLICO Corporation Common Stock $232,064 $104,472 $2,398 $328,141 $336,536 $8,395
Deposit Administration Contract Fund
Deposit Administration Contract 344,065 230,743 - 574,808 574,808 -
Crestar Balanced Fund
Crestfunds - Value Fund 202,559 164,410 - 369,694 366,969 (2,725)
Fidelity Magellan Fund 536,152 157,842 - 703,265 693,994 (9,271)
Crestfunds - Cash Reserve Fund 2,232,429 2,226,016 - 4,458,445 4,458,445 -
Note: The items listed above represent a series of transactions in excess of 5% of the market value of Plan assets at
January 1, 1994, ($254,448) and are reportable under Section 2520.103-6 of Chapter XXV of ERISA annual reporting
requirements.
</TABLE>
<PAGE>
<PAGE>
Independent Auditors' Report
The Plan Administrator and Participants
USLICO Corporation Savings Plan:
We have audited the accompanying statements of net assets available for
plan benefits of USLICO Corporation Savings Plan (the Plan) as of December
31, 1994 and 1993, 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 as of December 31, 1994 and 1993, and the changes in net assets
available for plan benefits for the years then ended in conformity with
generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules as of
and for the year ended December 31, 1994 of Assets Held for Investment
Purposes and Reportable Transactions are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.
KPMG Peat Marwick LLP
Washington, D.C.
May 19, 1995<PAGE>
<PAGE>
Consent of Independent Auditors
The Plan Administrator
USLICO Corporation Savings Plan:
We consent to incorporation by reference in the registration statement No.
33-37506 on Form S-8 of USLICO Corporation for USLICO Corporation Savings
Plan, of our report dated May 19, 1995, relating to the statement of net
assets available for plan benefits of the USLICO Corporation Savings Plan
as of December 31, 1994 and 1993, and the related changes in net assets
available for plan benefits for the years then ended, which report appears
in the December 31, 1994 Annual Report on Form 11-K of the USLICO
Corporation Savings Plan.
KPMG Peat Marwick LLP
Washington, DC
June 30, 1995
