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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
For the fiscal year ended December 31, 1994
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number 1-8993
FUND AMERICAN ENTERPRISES HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2708455
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
The 1820 House, Main Street, Norwich, Vermont 05055-0850
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (802) 649-3633
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, par value $1.00 New York Stock Exchange
per share
Securities registered pursuant to section 12(g) of the Act:
None
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 the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of voting shares (based on the closing price of
those shares listed on the New York Stock Exchange and the consideration
received for those shares not listed on a national or regional exchange) held by
non-affiliates of the registrant as of March 27, 1995 and April 30, 1995 was
$629,386,740 and $627,471,756, respectively.
As of March 27, 1995 and April 30, 1995, 7,659,937 shares of Common Stock with
a par value of $1.00 per share were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's 1994 Annual Report to Shareholders
(Parts II and IV).
Portions of the registrant's Notice of Annual Meeting of Shareholders and Proxy
Statement dated March 30, 1995 (Part III)
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This Amendment No. 1 amends and supplements the originally filed Form 10-K and
Annual Report on March 30, 1995.
PART IV.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(c). Exhibits
Exhibit 18 - Letter Re Change in Accounting Principles
(a) - Letter of Ernst & Young LLP regarding change in accounting
principle (*)
Exhibit 24 - Powers of Attorney (*)
* filed herewith
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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.
FUND AMERICAN ENTERPRISES HOLDINGS, INC.
By: /s/ MICHAEL S. PAQUETTE
Michael S. Paquette
Vice President and Controller
-----------------------------------------
Date: May 22, 1995
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.
Signature Title Date
--------- ----- ----
JOHN J. BYRNE* Chairman, President and May 22, 1995
------------------------------ Chief Executive Officer
John J. Byrne
HOWARD L. CLARK* Director May 22, 1995
------------------------------
Howard L. Clark
HOWARD L. CLARK, JR.* Director May 22, 1995
------------------------------
Howard L. Clark, Jr.
ROBERT P. COCHRAN* Director May 22, 1995
------------------------------
Robert P. Cochran
GEORGE J. GILLESPIE, III* Director May 22, 1995
------------------------------
George J. Gillespie, III
/s/ K. THOMAS KEMP Executive Vice President May 22, 1995
------------------------------ and Director
K. Thomas Kemp
GORDON S. MACKLIN* Director May 22, 1995
------------------------------
Gordon S. Macklin
MICHAEL S. PAQUETTE* Vice President and Controller May 22, 1995
------------------------------
Michael S. Paquette
ALLAN L. WATERS* Senior Vice President and May 22, 1995
------------------------------ Chief Financial Officer
Allan L. Waters
ARTHUR ZANKEL* Director May 22, 1995
------------------------------
Arthur Zankel
*By: /s/ K. THOMAS KEMP
-----------------------------------------
K. Thomas Kemp, Attorney-in-Fact
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Exhibit 18
March 21, 1995
The Board of Directors
Fund American Enterprises Holdings, Inc.
Note 5 of Notes to the consolidated financial statements of Fund American
Enterprises Holdings, Inc., incorporated by reference in its Form 10-K for the
year December 31, 1994, describes a change in the method of accounting for the
purchased mortgage servicing rights asset by Source One Mortgage Services
Corporation, the Company's subsidiary. The new accounting methodology measures
the asset's impairment on a disaggregated basis and discounts the asset's cash
flows using a current market rate. Previously, the Company measured the asset's
impairment on a disaggregated basis including a cost of capital charge for
estimating the asset's cash flows. Management has advised us that they believe
the change is to a preferable method in the circumstances because it represents
a more informative financial statement presentation of the purchased mortgage
servicing rights asset and is consistent with the recent comment letters by the
SEC Staff and trends within the industry.
There are no authoritative criteria for determining a preferable method of
accounting for purchased mortgage servicing rights assets; however, based on the
particular circumstances, we conclude that the change in the method of
accounting for the purchased mortgage servicing rights asset is to an acceptable
alternative method which, based on your business judgment to make this change
for the reasons cited above, is preferable in your circumstances.
Very truly yours,
Ernst & Young LLP
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Exhibit 24
FUND AMERICAN ENTERPRISES HOLDINGS, INC.
POWER OF ATTORNEY
KNOW ALL MEN by these presents, that John J. Byrne does hereby make, constitute
and appoint K. Thomas Kemp the true and lawful attorney-in-fact of the
undersigned, with full power of substitution and revocation, for and in the
name, place and stead of the undersigned, to execute and deliver the Annual
Report on Form 10-K, and any and all amendments thereto; such Form 10-K and each
such amendment to be in such form and to contain such terms and provisions as
said attorney or substitute shall deem necessary or desirable; giving and
granting unto said attorney, or to such person or persons as in any case may be
appointed pursuant to the power of substitution herein given, full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or, in the opinion of said attorney or substitute, able to be done in
and about the premises as fully and to all intents and purposes as the
undersigned might or could do if personally present, hereby ratifying and
confirming all that said attorney or such substitute shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents this 15th
day of February, 1995.
/s/ John J. Byrne
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FUND AMERICAN ENTERPRISES HOLDINGS, INC.
POWER OF ATTORNEY
KNOW ALL MEN by these presents, that Howard L. Clark does hereby make,
constitute and appoint K. Thomas Kemp the true and lawful attorney-in-fact of
the undersigned, with full power of substitution and revocation, for and in the
name, place and stead of the undersigned, to execute and deliver the Annual
Report on Form 10-K, and any and all amendments thereto; such Form 10-K and each
such amendment to be in such form and to contain such terms and provisions as
said attorney or substitute shall deem necessary or desirable; giving and
granting unto said attorney, or to such person or persons as in any case may be
appointed pursuant to the power of substitution herein given, full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or, in the opinion of said attorney or substitute, able to be done in
and about the premises as fully and to all intents and purposes as the
undersigned might or could do if personally present, hereby ratifying and
confirming all that said attorney or such substitute shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents this 15th
day of February, 1995.
/s/ Howard L. Clark
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FUND AMERICAN ENTERPRISES HOLDINGS, INC.
POWER OF ATTORNEY
KNOW ALL MEN by these presents, that Howard L. Clark Jr. does hereby make,
constitute and appoint K. Thomas Kemp the true and lawful attorney-in-fact of
the undersigned, with full power of substitution and revocation, for and in the
name, place and stead of the undersigned, to execute and deliver the Annual
Report on Form 10-K, and any and all amendments thereto; such Form 10-K and each
such amendment to be in such form and to contain such terms and provisions as
said attorney or substitute shall deem necessary or desirable; giving and
granting unto said attorney, or to such person or persons as in any case may be
appointed pursuant to the power of substitution herein given, full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or, in the opinion of said attorney or substitute, able to be done in
and about the premises as fully and to all intents and purposes as the
undersigned might or could do if personally present, hereby ratifying and
confirming all that said attorney or such substitute shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents this 15th
day of February, 1995.
/s/ Howard L. Clark Jr.
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FUND AMERICAN ENTERPRISES HOLDINGS, INC.
POWER OF ATTORNEY
KNOW ALL MEN by these presents, that Robert P. Cochran does hereby make,
constitute and appoint K. Thomas Kemp the true and lawful attorney-in-fact of
the undersigned, with full power of substitution and revocation, for and in the
name, place and stead of the undersigned, to execute and deliver the Annual
Report on Form 10-K, and any and all amendments thereto; such Form 10-K and each
such amendment to be in such form and to contain such terms and provisions as
said attorney or substitute shall deem necessary or desirable; giving and
granting unto said attorney, or to such person or persons as in any case may be
appointed pursuant to the power of substitution herein given, full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or, in the opinion of said attorney or substitute, able to be done in
and about the premises as fully and to all intents and purposes as the
undersigned might or could do if personally present, hereby ratifying and
confirming all that said attorney or such substitute shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents this 15th
day of February, 1995.
/s/ Robert P. Cochran
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FUND AMERICAN ENTERPRISES HOLDINGS, INC.
POWER OF ATTORNEY
KNOW ALL MEN by these presents, that George J. Gillespie III does hereby make,
constitute and appoint K. Thomas Kemp the true and lawful attorney-in-fact of
the undersigned, with full power of substitution and revocation, for and in the
name, place and stead of the undersigned, to execute and deliver the Annual
Report on Form 10-K, and any and all amendments thereto; such Form 10-K and each
such amendment to be in such form and to contain such terms and provisions as
said attorney or substitute shall deem necessary or desirable; giving and
granting unto said attorney, or to such person or persons as in any case may be
appointed pursuant to the power of substitution herein given, full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or, in the opinion of said attorney or substitute, able to be done in
and about the premises as fully and to all intents and purposes as the
undersigned might or could do if personally present, hereby ratifying and
confirming all that said attorney or such substitute shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents this 15th
day of February, 1995.
/s/ George J. Gillespie III
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FUND AMERICAN ENTERPRISES HOLDINGS, INC.
POWER OF ATTORNEY
KNOW ALL MEN by these presents, that K. Thomas Kemp does hereby make, constitute
and appoint K. Thomas Kemp the true and lawful attorney-in-fact of the
undersigned, with full power of substitution and revocation, for and in the
name, place and stead of the undersigned, to execute and deliver the Annual
Report on Form 10-K, and any and all amendments thereto; such Form 10-K and each
such amendment to be in such form and to contain such terms and provisions as
said attorney or substitute shall deem necessary or desirable; giving and
granting unto said attorney, or to such person or persons as in any case may be
appointed pursuant to the power of substitution herein given, full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or, in the opinion of said attorney or substitute, able to be done in
and about the premises as fully and to all intents and purposes as the
undersigned might or could do if personally present, hereby ratifying and
confirming all that said attorney or such substitute shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents this 15th
day of February, 1995.
/s/ K. Thomas Kemp
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FUND AMERICAN ENTERPRISES HOLDINGS, INC.
POWER OF ATTORNEY
KNOW ALL MEN by these presents, that Gordon S. Macklin does hereby make,
constitute and appoint K. Thomas Kemp the true and lawful attorney-in-fact of
the undersigned, with full power of substitution and revocation, for and in the
name, place and stead of the undersigned, to execute and deliver the Annual
Report on Form 10-K, and any and all amendments thereto; such Form 10-K and each
such amendment to be in such form and to contain such terms and provisions as
said attorney or substitute shall deem necessary or desirable; giving and
granting unto said attorney, or to such person or persons as in any case may be
appointed pursuant to the power of substitution herein given, full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or, in the opinion of said attorney or substitute, able to be done in
and about the premises as fully and to all intents and purposes as the
undersigned might or could do if personally present, hereby ratifying and
confirming all that said attorney or such substitute shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents this 15th
day of February, 1995.
/s/ Gordon S. Macklin
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FUND AMERICAN ENTERPRISES HOLDINGS, INC.
POWER OF ATTORNEY
KNOW ALL MEN by these presents, that Michael S. Paquette does hereby make,
constitute and appoint K. Thomas Kemp the true and lawful attorney-in-fact of
the undersigned, with full power of substitution and revocation, for and in the
name, place and stead of the undersigned, to execute and deliver the Annual
Report on Form 10-K, and any and all amendments thereto; such Form 10-K and each
such amendment to be in such form and to contain such terms and provisions as
said attorney or substitute shall deem necessary or desirable; giving and
granting unto said attorney, or to such person or persons as in any case may be
appointed pursuant to the power of substitution herein given, full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or, in the opinion of said attorney or substitute, able to be done in
and about the premises as fully and to all intents and purposes as the
undersigned might or could do if personally present, hereby ratifying and
confirming all that said attorney or such substitute shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents this 15th
day of February, 1995.
/s/ Michael S. Paquette
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FUND AMERICAN ENTERPRISES HOLDINGS, INC.
POWER OF ATTORNEY
KNOW ALL MEN by these presents, that Allan L. Waters does hereby make,
constitute and appoint K. Thomas Kemp the true and lawful attorney-in-fact of
the undersigned, with full power of substitution and revocation, for and in the
name, place and stead of the undersigned, to execute and deliver the Annual
Report on Form 10-K, and any and all amendments thereto; such Form 10-K and each
such amendment to be in such form and to contain such terms and provisions as
said attorney or substitute shall deem necessary or desirable; giving and
granting unto said attorney, or to such person or persons as in any case may be
appointed pursuant to the power of substitution herein given, full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or, in the opinion of said attorney or substitute, able to be done in
and about the premises as fully and to all intents and purposes as the
undersigned might or could do if personally present, hereby ratifying and
confirming all that said attorney or such substitute shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents this 15th
day of February, 1995.
/s/ Allan L. Waters
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FUND AMERICAN ENTERPRISES HOLDINGS, INC.
POWER OF ATTORNEY
KNOW ALL MEN by these presents, that Arthur Zankel does hereby make, constitute
and appoint K. Thomas Kemp the true and lawful attorney-in-fact of the
undersigned, with full power of substitution and revocation, for and in the
name, place and stead of the undersigned, to execute and deliver the Annual
Report on Form 10-K, and any and all amendments thereto; such Form 10-K and each
such amendment to be in such form and to contain such terms and provisions as
said attorney or substitute shall deem necessary or desirable; giving and
granting unto said attorney, or to such person or persons as in any case may be
appointed pursuant to the power of substitution herein given, full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or, in the opinion of said attorney or substitute, able to be done in
and about the premises as fully and to all intents and purposes as the
undersigned might or could do if personally present, hereby ratifying and
confirming all that said attorney or such substitute shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents this 15th
day of February, 1995.
/s/ Arthur Zankel
