HL FUNDING CO INC
10-K/A, 1996-04-29
PATENT OWNERS & LESSORS
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<PAGE>

                                   FORM 10-K/A
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



(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, 1995

[ ] 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...........

The registrant meets the conditions set forth in General Instruction J (1) (a)
and (b) of Form 10-K and is therefore filing this form with the reduced
disclosure format.



                         Commission file number 33-58862


                            HL FUNDING COMPANY,  INC.



Incorporated in the State of Connecticut                 06-1362143
                                            (I.R.S. Employer Identification No.)


                 P.O. Box 2999, Hartford, Connecticut 06104-2999
                          (Principal Executive Offices)

                          Telephone number 860-843-8213



Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months and (2) has been subject to such filing requirements for the
past 90 days.  Yes X   No    .
                  ---     ---
As of March  25, 1996 there were outstanding 100 shares of common stock, $1  par
value per share, of the registrant, all of which were directly owned by Hartford
Life Insurance Company.


                                      1

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of section 13 or 15d 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.

                                                       HL Funding Company


   March 25, 1995                                 by
 -------------------                                   -------------------
        Date                                               George R. Jay
                                                     Secretary and Controller

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 date identified.

<TABLE>
<CAPTION>

                Signature                        Title                          Date
                ---------                        -----                          ----
<S>                                              <C>                            <C>
      Principal Executive Officer



       ---------------------------
            Lowndes A. Smith             President and Director               March 25, 1996



    Principal Accounting Officer



       ---------------------------
            George R. Jay                Secretary and Controller             March 25, 1996



       ---------------------------
            Linda Godkin                 Secretary and Director               March 25 , 1996



       ---------------------------
         Donald E. Waggaman, Jr.         Treasurer and Director               March 25, 1996



       ---------------------------
             Timothy M. Fitch            Secretary                            March 25, 1996

</TABLE>

     No annual report or proxy material has been sent to the stockholder.


                                      II-1

<PAGE>

<TABLE>
<CAPTION>

                                        EXHIBIT INDEX
                                        -------------

     Exhibit
     Number                   Location                                                    Description
     -------                  --------                                                    -----------
<S>                           <C>                                                         <C>
     2                        Plan of acquisition, reorganization,                        None
                              arrangement, liquidation or succession

     3(A)                     Articles of Incorporation                                   Incorporated by
                                                                                          reference to HL Funding
                                                                                          S-1 Registration Statement
                                                                                          filed March, 1994
                                                                                          (File No. 33-58862)


     3(B)                     By-laws                                                     Incorporated by
                                                                                          reference to HL Funding
                                                                                          S-1 Registration Statement
                                                                                          filed March, 1994
                                                                                          (File No. 33-58862)

     4                        Instruments defining the rights of
                              security holders, including indentures                      None

     9                        Voting trust agreement                                      None

     10                       Material contracts                                          None

     11                       Statement of computation of per share earnings              Not required to be filed

     12                       Statements of computation of ratios                         Not required to be filed

     13                       Annual report to security holder, Form                      None
                              10-K or quarterly report to security holder

     18                       Letter regarding change in accounting principles            None

     19                       Previously unfiled documents                                None

     22                       Subsidiaries of the Registrant                              None

     23                       Published report regarding matters                          None
                              submitted to vote of security holder

     24                       Consents of experts and counsel                             None

     25                       Power of attorney                                           Incorporated by
                                                                                          reference to HL Funding 
                                                                                          S-1 Registration Statement
                                                                                          filed March, 1994
                                                                                          (File No. 33-58862)

     27                       Financial Data Schedule                                     

     28                       Additional exhibits                                         None

     29                       Information from reports furnished to                       Not required to be filed
                              state insurance regulatory authorities
</TABLE>



                                      II-2


<TABLE> <S> <C>

<PAGE>
<ARTICLE> BD
<CIK> 0000897998
<NAME> HL FUNDING CO. INC.
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<CASH>                                          68,582
<RECEIVABLES>                                  483,363
<SECURITIES-RESALE>                                  0
<SECURITIES-BORROWED>                                0
<INSTRUMENTS-OWNED>                                  0
<PP&E>                                               0
<TOTAL-ASSETS>                                 551,945
<SHORT-TERM>                                         0
<PAYABLES>                                     216,495
<REPOS-SOLD>                                         0
<SECURITIES-LOANED>                                  0
<INSTRUMENTS-SOLD>                                   0
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                           100
<OTHER-SE>                                     335,350
<TOTAL-LIABILITY-AND-EQUITY>                   551,945
<TRADING-REVENUE>                                    0
<INTEREST-DIVIDENDS>                            13,247
<COMMISSIONS>                                        0
<INVESTMENT-BANKING-REVENUES>                        0
<FEE-REVENUE>                                    8,540
<INTEREST-EXPENSE>                               5,462
<COMPENSATION>                                 279,444 <F1>
<INCOME-PRETAX>                              (263,119)
<INCOME-PRE-EXTRAORDINARY>                   (263,119)
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (171,027) <F2>
<EPS-PRIMARY>                                (171,027)
<EPS-DILUTED>                                        0
<FN>
<F1> $279,444 contains $11,950 legal and state fees and
     $60,344 for other operating expenses.
<F2> (171,027) is net income after a tax benefit of $92,092.
        

</TABLE>


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