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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
COMMISSION FILE NUMBER : 1-11396
JOHN ALDEN FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 59-2840712
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
7300 CORPORATE CENTER DRIVE, MIAMI, FLORIDA 33126-1223
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (305) 715-3767
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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COMMON STOCK, PAR VALUE $.01 NEW YORK STOCK EXCHANGE
PREFERRED SHARE PURCHASE RIGHT NEW YORK STOCK EXCHANGE
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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. [ X ] YES [ ] 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 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 THE VOTING STOCK HELD BY NON-AFFILIATES OF
THE REGISTRANT AS OF MARCH 11, 1997 WAS APPROXIMATELY $483,805,898.
AS OF MARCH 11, 1997, 25,335,538 SHARES OF THE REGISTRANT'S COMMON STOCK
WERE OUTSTANDING.
DOCUMENTS INCORPORATED BY REFERENCE. THE INFORMATION CALLED FOR BY PART
III IS INCORPORATED BY REFERENCE TO THE DEFINITIVE PROXY STATEMENT FOR THE 1997
ANNUAL MEETING OF STOCKHOLDERS OF THE COMPANY, WHICH WILL BE FILED ON OR BEFORE
APRIL 30, 1997.
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The undersigned Registrant hereby amends its Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 to include Exhibit 99.1, Financial
Statements for the year ended December 31, 1996 for the John Alden Financial
Corporation Employee Stock Purchase Plan, together with the related Report of
Independent Accountants and Consent of Independent Accountants as follows:
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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 Amendment No. 1 to this Report
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Miami, State of Florida, on the 30th day of April, 1997.
JOHN ALDEN FINANCIAL CORPORATION
By: /s/ Scott L. Stanton
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Scott L. Stanton
Senior Vice President and Chief
Financial Officer
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EXHIBIT 99.1
FINANCIAL STATEMENTS
OF THE
JOHN ALDEN FINANCIAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
FOR THE YEAR ENDED DECEMBER 31, 1996
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JOHN ALDEN FINANCIAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
TABLE OF CONTENTS
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Page No.
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Report of Independent Certified Public Accountants 3
Financial Statements:
Statements of Net Assets Available for Plan
Benefits as of December 31, 1996 and 1995 4
Statements of Changes in Net Assets
Available for Plan Benefits for the Years
Ended December 31, 1996, 1995 and 1994 5
Notes to Financial Statements 6
Consent of Independent Certified Public Accountants 9
Supplemental schedules have been omitted since they are not applicable or the
required information is shown in the financial statements or related notes.
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Plan Participants of the John Alden Financial Corporation
Employee Stock Purchase Plan and the Compensation Committee
of the Board of Directors of John Alden Financial Corporation
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statements of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the John Alden Financial Corporation Employee Stock Purchase
Plan at December 31, 1996 and 1995, and the changes in net assets available for
plan benefits for each of the three years in the period ended December 31,
1996, in conformity with generally accepted accounting principles. 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 of these statements in accordance with
generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.
/s/ PRICE WATERHOUSE LLP
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PRICE WATERHOUSE LLP
Miami, Florida
April 28, 1997
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JOHN ALDEN FINANCIAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
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December 31,
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1996 1995
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Common stock of John Alden Financial
Corporation, at market
(cost $195,041 and $303,784) $ 200,652 $ 304,399
Contributions receivable:
Employee 71,353 102,173
Employer 14,723 16,979
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Total contributions receivable 86,076 119,152
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Total assets 286,728 423,551
Distributions of common stock payable,
at market value (194,620) (291,477)
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Net assets available for plan benefits $ 92,108 $ 132,074
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The accompanying notes to financial statements are an integral part of these
financial statements.
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JOHN ALDEN FINANCIAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
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Year Ended December 31,
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1996 1995 1994
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Contributions:
Employee $ 1,087,321 $ 1,640,586 $ 1,650,333
Employer 184,789 288,012 293,857
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Total contributions 1,272,110 1,928,598 1,944,190
Change in unrealized appreciation/
depreciation of common stock 4,996 (8,214) (37,644)
Distributions of common stock, at cost (1,313,067) (1,928,620) (1,881,339)
Plan expenses (4,005) (5,658) (3,348)
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Net (decrease) increase in net assets (39,966) (13,894) 21,859
Net assets available for plan benefits:
Beginning of year 132,074 145,968 124,109
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End of year $ 92,108 $ 132,074 $ 145,968
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The accompanying notes to financial statements are an integral part of these
financial statements.
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JOHN ALDEN FINANCIAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - THE PLAN
The following description of the John Alden Financial Corporation Employee
Stock Purchase Plan (the "Plan") provides general information. Interested
parties should refer to the Plan agreement for a more complete description of
the Plan's provisions.
General
The Plan, which became effective January 1, 1993, was established to provide
the employees of John Alden Financial Corporation ("JAFCO") and its
subsidiaries (collectively, the "Company") who meet certain eligibility
requirements the opportunity to purchase shares of common stock of JAFCO. The
number of shares of common stock of JAFCO which may be acquired pursuant to the
Plan may not exceed 746,966 shares, except as may be equitably adjusted in
certain circumstances. Shares purchased through the Plan are held by Alex.
Brown & Sons, Incorporated, the firm utilized by the Plan to acquire the shares
and distribute shares to participants upon request. Full-time employees are
eligible to participate in the Plan on the first day of any calendar quarter
following completion of one year of service.
Shares of common stock are purchased in round lots at the beginning of each
month. Although the Plan may purchase shares directly from the Company, to date
it has purchased shares solely on the open market. The number of shares to be
purchased and the estimated purchase price are generally based upon the amount
of employee contributions withheld during the previous month and the trading
price of the common stock on the day preceding the actual purchase date. The
actual purchase price may differ due to changes in the trading price. The
estimated cost of shares to be purchased is split between the employees (85%)
and the Company (15%). See further discussion of contributions below.
The Plan is administered by the Compensation Committee appointed by the Board
of Directors of JAFCO.
Tax Status
The Plan is designed as an Employee Stock Purchase Plan as defined in Section
423 of the Internal Revenue Code of 1986 as amended. In accordance with Section
423, Plan
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participants cannot dispose of their stock within the later of two
years after the date an option is granted to purchase the stock or one year
after the purchase date (the "Statutory Holding Period") without adverse tax
consequences. A participant who sells his stock within the Statutory Holding
Period will recognize ordinary income in an amount equal to the difference
between the fair market value on the purchase date and the participant's share
of the cost of the common stock.
The tax basis of a participant's shares is equal to the participant's share of
the purchase price of the stock, plus any ordinary income recognized upon the
sale of the stock. Thus, for a sale during the Statutory Holding Period, any
excess of the sale proceeds received upon disposition of the shares by the
participant over the tax basis in such shares sold is considered a capital
gain. Similarly, if the tax basis of the participant's shares exceeds the sales
proceeds received by the participant, after adjustment for any required
recognition of ordinary income, the excess is considered a capital loss. If the
participant recognized ordinary income during the Statutory Holding Period,
then the Company has a matching deduction equal to the amount of ordinary
income recognized by the participant.
If the stock is sold after the Statutory Holding Period for more than the
participant's share of the purchase price, a special rule under Section 423 for
options granted with prices between 85% and 100% of the value of the stock
applies (the "Special Rule"). The Special Rule requires that the participant
recognize ordinary income upon the disposition of such stock in an amount equal
to the lesser of (i) the excess of the fair market value of the stock at the
time of disposition over the amount paid by the participant for the stock or
(ii) the excess of the fair market value of the stock at the time the option
was granted over the price the participant would have paid under the Plan to
purchase the stock at that time. Any gain realized in excess of this amount
will be considered a long-term capital gain. If the stock is sold for less than
the participant's share of the purchase price after the Statutory Holding
Period, the resulting loss will be considered a long-term capital loss.
Contributions
Eligible employees may elect to contribute from 1% to 10% of compensation
through payroll deductions, subject to certain limits. Employee contributions
constitute 85% of the cost of shares of JAFCO common stock to be purchased at
the beginning of each month.
Employer contributions consist of (i) 15% of the cost of shares of JAFCO common
stock to be purchased by the Plan at the beginning of each month, (ii)
reimbursement of Plan expenses and, (iii) differences between the actual and
estimated cost of shares acquired. Employee contributions receivable as of the
end of the Plan year represent amounts withheld from employees in the month of
December and employee contributions carried forward from the preceding purchase
date. Employer
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contributions receivable represent employer contributions as described above to
be used to acquire shares of common stock.
Vesting
Employees acquire title to the shares of common stock at the time of purchase
and, therefore, vest 100% at purchase date.
Basis of Accounting
The accounting records of the Plan are maintained on the accrual basis. The
accompanying financial statements have been prepared in accordance with
generally accepted accounting principles and include management estimates and
assumptions that affect the recorded amounts.
Reclassifications
Certain reclassifications have been made to the prior year financial statements
to conform with the current year presentation.
Plan Termination
In accordance with the Plan agreement, the Plan will be in effect for five
years, ending February 5, 1998. Although it has not expressed any intent to do
so, the Board of Directors of JAFCO has the right under the Plan agreement to
terminate the Plan before that date. The Company is currently considering
extending the term of the Plan.
NOTE 2 - COMMON STOCK OF JAFCO
Shares of common stock are purchased at the beginning of each month and
distributed to employees each quarter in the month following quarter end. In
addition, the Plan purchases shares of common stock in round lots and,
therefore, maintains a balance of excess shares to be used for future
distribution to employees. As of December 31, 1996 and 1995, the Plan held
10,846 and 14,582 shares, respectively, of JAFCO common stock which are carried
at market value in the accompanying statements of net assets available for plan
benefits. Of these shares, 10,520 and 13,963 shares, respectively, were
distributed subsequent to year end in relation to the quarterly distribution
described above and are reflected as distributions of common stock payable in
the accompanying statements of net assets available for plan benefits.
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-55230) of John Alden Financial Corporation of our
report dated April 28, 1997 appearing on page 3 of the Financial Statements
of the John Alden Financial Corporation Employee Stock Purchase Plan in Exhibit
99.1 to this Amendment No. 1 to the Annual Report on Form 10-K/A for the year
ended December 31, 1996.
/s/ PRICE WATERHOUSE LLP
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PRICE WATERHOUSE LLP
Miami, Florida
April 28, 1997
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