<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO Section 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to __________.
Commission File Number 1-12266
A. Full title of the Plan and address of the Plan, if different from
that of the issuer named below: NA
-----
B. Name of issuer of the securities held pursuant to
the plan and address of its principal executive office:
Paul Revere Savings Plan
18 Chestnut Street
Worcester, Massachusetts 01608
<PAGE>
REQUIRED INFORMATION
FINANCIAL STATEMENTS AND EXHIBITS
The following Plan financial statements and schedules prepared in
accordance with the financial reporting requirements of the
Employee Retirement Income Security Act of 1974 are filed herewith,
as permitted by Item 4 of Form 11-K:
Report of Independent Auditors
Statement of Net Assets Available for Benefits, with Fund
Information, December 31, 1995 and 1994
Statement of Changes in Net Assets Available for Benefits, with
Fund Information, for the Year Ended December 31, 1995 and for the
Period From July 1, 1994 (inception) through December 31, 1994
Notes to Financial Statements
Schedule I - Assets Held for Investment, December 31, 1995
Schedule II - Transactions or Series of Transactions in Excess of 5%
of the Current Value of Plan Assets at the Beginning of the Year
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Benefits Committee appointed by the Board of Directors of
The Paul Revere Corporation to administer the Plan has duly caused
this Annual Report on Form 11-K to be signed by the undersigned
hereunto duly authorized.
PAUL REVERE SAVINGS PLAN
By: /s/ Michele S. Gatto
---------------------------
Michele S. Gatto
Attorney-in-fact
Date: June 24, 1996
-------------------------
<PAGE>
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
PAUL REVERE SAVINGS PLAN
FOR THE YEAR ENDED DECEMBER 31, 1995
AND THE PERIOD FROM JULY 1, 1994 (INCEPTION)
THROUGH DECEMBER 31, 1994
WITH REPORT OF INDEPENDENT AUDITORS
<PAGE>
PAUL REVERE SAVINGS PLAN
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
CONTENTS
REPORT OF INDEPENDENT AUDITORS.................................................1
AUDITED FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits, with Fund Information,
December 31, 1995.........................................................2
Statement of Net Assets Available for Benefits, with Fund Information,
December 31, 1994.........................................................3
Statement of Changes in Net Assets Available for Benefits, with Fund
Information, For the Year Ended December 31, 1995.........................4
Statement of Changes in Net Assets Available for Benefits, with Fund
Information, For the Period from July 1, 1994 (inception)
through December 31, 1994.................................................5
Notes to Financial Statements..................................................6
SUPPLEMENTAL SCHEDULES
Schedule I - Assets Held for Investment, December 31, 1995...................13
Schedule II - Transactions or Series of Transactions in Excess of 5% of
the Current Value of Plan Assets at the Beginning of the Year..........14
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Benefits Committee
Paul Revere Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the Paul Revere Savings Plan (the Plan) as of December 31, 1995 and 1994, and
the related statements of changes in net assets available for benefits for the
year ended December 31, 1995 and the period from July 1, 1994 (inception)
through December 31, 1994. 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 benefits of the Plan at
December 31, 1995 and 1994, and the changes in net assets available for benefits
for the year ended December 31, 1995 and the period from July 1, 1994
(inception) through December 31, 1994, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment as of December 31, 1995, and transactions or
series of transactions in excess of 5% of the current value of plan assets at
the beginning of the year, for the year ended December 31, 1995 are presented
for purposes of complying with the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974, and are not a required part of the basic financial statements. The
Fund Information in the statement of net assets available for benefits and the
statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net assets available
for benefits and changes in net assets available for benefits of each fund. The
supplemental schedules and Fund Information have been subjected to the auditing
procedures applied in our 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.
Boston, Massachusetts Ernst & Young LLP
June 24, 1996
1
<PAGE>
PAUL REVERE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1995
<TABLE>
<CAPTION>
FUND A FUND B FUND C FUND D TOTAL
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Paul Revere Common Stock $11,271,857 $ - $ - $ - $11,271,857
Indexed Equity Fund - 1,814,559 - - 1,814,559
Textron Common Stock - - - 1,929,825 1,929,825
Short-term investments 125,500 - 10,889 497 136,886
-------------------------------------------------------------------
11,397,357 1,814,559 10,889 1,930,322 15,153,127
Guaranteed insurance
contracts, at
contract value - - 1,122,524 - 1,122,524
-------------------------------------------------------------------
Total investments 11,397,357 1,814,559 1,133,413 1,930,322 16,275,651
-------------------------------------------------------------------
Receivables:
Accrued investment income 6,030 2,865 7,100 9,173 25,168
Participants' contributions 2,794 41,973 - 9,403 54,170
Interfund balances 356 1,588 3,677 - 5,621
Other 2,146 - - - 2,146
-------------------------------------------------------------------
Total receivables 11,326 46,426 10,777 18,576 87,105
-------------------------------------------------------------------
Total assets 11,408,683 1,860,985 1,144,190 1,948,898 16,362,756
-------------------------------------------------------------------
Liabilities
Payables:
Investments purchased 91,635 - - - 91,635
Contributions 75,544 - 39,021 - 114,565
Interfund balances - - - 5,621 5,621
Accrued expenses 7,169 1,953 807 1,833 11,762
-------------------------------------------------------------------
Total liabilities 174,348 1,953 39,828 7,454 223,583
-------------------------------------------------------------------
Net assets available for
plan benefits $11,234,335 $1,859,032 $1,104,362 $1,941,444 $16,139,173
-------------------------------------------------------------------
-------------------------------------------------------------------
</TABLE>
See accompanying notes.
2
<PAGE>
PAUL REVERE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1994
<TABLE>
<CAPTION>
FUND A FUND B FUND C FUND D TOTAL
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Paul Revere Common Stock $2,952,375 $ - $ - $ - $2,952,375
Indexed Equity Fund - 538,118 - - 538,118
Textron Common Stock - - - 552,916 552,916
Short-term investments 343,485 8,256 5,130 57,935 414,806
-------------------------------------------------------------------
3,295,860 546,374 5,130 610,851 4,458,215
Guaranteed insurance
contracts, at
contract value - - 397,877 - 397,877
-------------------------------------------------------------------
Total investments 3,295,860 546,374 403,007 610,851 4,856,092
-------------------------------------------------------------------
Receivables:
Accrued investment income 657 19 3,858 3,301 7,835
Participants' contributions - 2,173 - - 2,173
Interfund balances 3,154 - 3,636 442 7,232
Other 3,521 - 1 - 3,522
-------------------------------------------------------------------
Total receivables 7,332 2,192 7,495 3,743 20,762
-------------------------------------------------------------------
Total assets 3,303,192 548,566 410,502 614,594 4,876,854
-------------------------------------------------------------------
Liabilities
Payables:
Investments purchased 176,552 - 1,700 51,395 229,647
Contributions 75,586 - 25,214 6,836 107,636
Interfund balances - 7,232 - - 7,232
Accrued expenses 6,024 1,160 787 1,111 9,082
-------------------------------------------------------------------
Total liabilities 258,162 8,392 27,701 59,342 353,597
-------------------------------------------------------------------
Net assets available for
plan benefits $3,045,030 $540,174 $382,801 $555,252 $4,523,257
-------------------------------------------------------------------
-------------------------------------------------------------------
</TABLE>
See accompanying notes.
3
<PAGE>
PAUL REVERE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
FUND A FUND B FUND C FUND D TOTAL
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment income:
Net appreciation in fair
value of investments $ 2,350,244 $ 361,238 $ - $ 309,802 $ 3,021,284
Interest 15,350 366 49,982 2,698 62,402
Dividends 98,656 - - 34,100 138,750
--------------------------------------------------------------------
2,464,250 361,604 49,982 346,600 3,222,436
-------------------------------------------------------------------
Contributions:
Participants 3,294,160 1,036,016 714,919 1,125,578 6,170,673
Employer 2,822,710 - - - 2,822,710
--------------------------------------------------------------------
6,116,870 1,036,016 714,919 1,125,578 8,993,383
--------------------------------------------------------------------
Total additions 8,581,120 1,397,620 764,901 1,472,178 12,215,819
--------------------------------------------------------------------
Deductions from net assets
attributed to:
Benefits paid to participants 359,372 75,604 67,755 78,587 581,318
Administrative expenses 12,026 2,442 1,593 2,524 18,585
--------------------------------------------------------------------
Total deductions 371,398 78,046 69,348 81,111 599,903
--------------------------------------------------------------------
Net increase prior to
interfund transfers 8,209,722 1,319,574 695,553 1,391,067 11,615,916
Interfund transfers (net) (20,417) (716) 26,008 (4,875) -
--------------------------------------------------------------------
Net increase 8,189,305 1,318,858 721,561 1,386,192 11,615,916
Net assets available for benefits:
Beginning of year 3,045,030 540,174 382,801 555,252 4,523,257
--------------------------------------------------------------------
End of year $11,234,335 $1,859,032 $1,104,362 $1,941,444 $16,139,173
-------------------------------------------------------------------
-------------------------------------------------------------------
</TABLE>
See accompanying notes.
4
<PAGE>
PAUL REVERE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
PERIOD FROM JULY 1, 1994 (INCEPTION) THROUGH DECEMBER 31, 1994
<TABLE>
<CAPTION>
FUND A FUND B FUND C FUND D TOTAL
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment income:
Net depreciation in fair
value of investments $ (69,822) $ (779) $ - $ (7,224) $ (77,825)
Interest 6,919 70 6,750 856 14,595
Dividends 11,195 - - 3,717 14,912
--------------------------------------------------------------------
(51,708) (709) 6,750 (2,651) (48,318)
-------------------------------------------------------------------
Contributions:
Participants 1,656,827 549,624 374,998 555,904 3,137,353
Employer 1,450,982 - - - 1,450,982
--------------------------------------------------------------------
3,107,809 549,624 374,998 555,904 4,588,335
--------------------------------------------------------------------
Total additions 3,056,101 548,915 381,748 553,253 4,540,017
--------------------------------------------------------------------
Deductions from net assets
attributed to:
Benefits paid to participants 3,903 681 483 2,692 7,759
Administrative expenses 6,024 1,121 787 1,069 9,001
--------------------------------------------------------------------
Total deductions 9,927 1,802 1,270 3,761 16,760
--------------------------------------------------------------------
Net increase prior to
interfund transfers 3,046,174 547,113 380,478 549,492 4,523,257
Interfund transfers (net) (1,144) (6,939) 2,323 5,760 -
--------------------------------------------------------------------
Net increase 3,045,030 540,174 382,801 555,252 4,523,257
Net assets available for
benefits:
Beginning of period - - - - -
--------------------------------------------------------------------
End of period $3,045,030 $540,174 $382,801 $555,252 $4,523,257
--------------------------------------------------------------------
--------------------------------------------------------------------
</TABLE>
See accompanying notes.
5
<PAGE>
PAUL REVERE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN
Paul Revere Savings Plan (the "Plan") is an employee stock ownership plan.
For a description of the Plan, refer to the Summary Plan Description that is
on file with the Department of Labor and available at the Human Resources
office of The Paul Revere Corporation ("Paul Revere").
INVESTMENT OPTIONS
The Plan is administered under the terms of a trust agreement, dated July 1,
1994, with Bankers Trust Company (the "Trustee"). Participation in the Plan
is voluntary; however, 50% of employee contributions are required to be
invested in Fund A. Paul Revere contributes fifty cents for every dollar
contributed by Plan participants up to a maximum 5% of the participant's
annual compensation. All Paul Revere contributions are required to be
invested in Fund A.
FUND A is invested entirely in Paul Revere Common Stock that is either
purchased by the Trustee or contributed by Paul Revere. The investment
objective of Fund A is long-term growth of capital.
FUND B (the "Indexed Equity Fund") is invested in the Trustee's Indexed
Equity Fund, which is a portfolio of common stocks constructed with the
objective of providing investment results that approximate the overall
performance of the common stocks included in the Standard & Poors Corporate
Index of 500 stocks.
FUND C (the "Fixed Income Fund") may be invested in bonds, notes, debentures,
insurance contracts, short-term securities, money market instruments and
other fixed income instruments. The investment objective of Fund C is to
preserve the principal amounts invested in the Fixed Income Fund and to
provide a relatively stable rate of interest.
FUND D is invested solely in Textron Inc. ("Textron") common stock purchased
by the Trustee regularly on the open market or acquired by other means,
including the exercise of conversion rights and private purchases of shares,
purchases of treasury shares or previously authorized but unissued shares
from Textron. The investment objective of Fund D is long term capital growth.
The above mentioned funds are invested in their respective type of security
except during an administrative period when, at the discretion of the
Trustee, amounts may be invested in short-term securities (Bankers Trust
Company BT Pyramid Account Cash Fund and BT Pyramid Discretionary Account
Cash Fund) or held uninvested.
The approximate number of participants in the Plan at December 31, 1995 and
1994 were:
1995 1994
----- -----
Fund A 1,907 1,964
Fund B 1,027 972
Fund C 964 955
Fund D 1,215 1,149
6
<PAGE>
PAUL REVERE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
1. DESCRIPTION OF PLAN (CONTINUED)
CONTRIBUTIONS
Participants of the Plan are entitled to elect compensation deferrals within
the limits prescribed by Section 401(k) of the Internal Revenue Code (the
"Code"). Contributions from employees and employee compensation deferrals,
which are matched 50% by Paul Revere, subject to certain ERISA restrictions
and Plan limits, are recorded when Paul Revere makes payroll deductions from
participants' wages. The total of the matching contributions (net of
employee forfeitures) made by Paul Revere can be limited by the Paul Revere
Board of Directors. Participant contributions included rollovers of
approximately $36,109 in 1995 and $65,493 in 1994.
Paul Revere makes contributions to the Plan based on estimated contribution
levels. To the extent actual contributions by the participants differ from
estimated contributions, a contribution receivable or payable from/to Paul
Revere will result. All forfeitures arising out of a participant's
termination of employment for reasons other than retirement, disability or
death, are used to reduce future Paul Revere contributions.
A separate account is maintained for each participant and is increased
monthly by (a) the participant's contributions and compensation deferrals,
(b) Paul Revere's 50% matching contribution, and (c) the pro rata share of
income.
While Paul Revere has not expressed any intent to terminate the Plan, it is
free to do so at any time. In the event of termination, each participant
automatically becomes vested to the extent of the balance in his or her
separate account.
ADMINISTRATIVE EXPENSES
Trustee fees charged to the Plan during 1995 and 1994 under administrative
expenses were $18,585 and $9,001, respectively. Plan administrative expenses
of $101,417 in 1995 and $112,233 in 1994 were borne by Paul Revere.
BENEFITS AND VESTING
In the event a participant ceases to be an employee or becomes totally
disabled while employed, all of his or her accounts, to the extent vested,
shall become distributable. If the participant is deemed disabled by the
Social Security Administration, he (she) will become 100% vested.
Distributions of more than forty whole shares of Paul Revere Common Stock or
Textron Common Stock shall be in the form of Paul Revere Common Stock or
Textron Common Stock. Distributions of forty or less whole shares of Paul
Revere Common Stock or Textron Common Stock shall be in the form of cash
unless the participant or beneficiary expressly requests Paul Revere Common
Stock or Textron Common Stock. All other distributions shall be in the form
of cash. An account will be distributed in a single payment if the value of
the account is less than $3,500 when the account first becomes distributable.
Current federal law requires Paul Revere to begin to distribute accounts by
April 1 of the year following the year in which the participant reaches age
70 1/2. A participant is always vested in those portions of his or her
account attributable to his or her own contributions and compensation
deferrals and to discretionary contributions by Textron. The Plan provides
for full vesting of a participant's plan account in the event of his or her
termination of employment, other than for cause, within two years after a
change in control of Paul Revere.
7
<PAGE>
PAUL REVERE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
1. DESCRIPTION OF PLAN (CONTINUED)
Paul Revere's 50% matching contributions vest based on the length of
participation in the Plan as follows:
Ownership
Months of Participation Interest
----------------------------------------------------
24 months but less than 36 months 25%
36 months but less than 48 months 50%
48 months but less than 60 months 75%
60 months or more 100%
2. SIGNIFICANT ACCOUNTING POLICIES
Paul Revere and Textron common stocks are valued at the New York Stock
Exchange closing price on the last business day of the Plan year. The
Indexed Equity Fund is valued at the redemption price established by the
Fund's trustee which is generally based on the fair value of the underlying
assets. Insurance contracts are valued at contract value that represents
contributions made, plus accrued interest, less funds used to pay employee
withdrawals and administrative expenses. The short-term investments,
comprised of the BT Pyramid Directed Account Cash Fund and BT Pyramid
Discretionary Account Cash Fund, include pooled temporary investments and are
stated at cost which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Dividends are recorded on the ex-dividend date. Investment income is
recorded as earned on an accrual basis. Dividends, interest and other
distributions received by the Plan are reinvested in the Fund in which they
were earned.
FAIR VALUE OF INSURANCE CONTRACTS
The fair values presented in Note 4 are estimates of the fair values of the
insurance contracts at a specific point in time using available market
information and appropriate valuation methodologies. These estimates are
subjective in nature and involve uncertainties and significant judgment in
the interpretation of current market data. Therefore, the fair values
presented are not necessarily indicative of amounts the Plan could realize or
settle currently. The Plan does not necessarily intend to dispose of or
liquidate such instruments prior to maturity. See Note 4 for further
information about fair values of financial instruments.
ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in those statements and accompanying notes.
Actual results may differ from such estimates.
8
<PAGE>
PAUL REVERE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. UNIT VALUATION
Plan equity is reported on a unit valuation basis except for Funds A and D
which are reported on a per share basis. Unit values are determined by
dividing the Plan equity in each Fund by the number of Fund units
outstanding.
The number of units outstanding and the values for each unit at December 31,
1995 and 1994 were:
FUND B
--------------------------------------
Number of Units Value per Unit
--------------- --------------
1995 463,028.0244 4.0149449
1994 187,599.4491 2.8794008
FUND C
--------------------------------------
Number of Units Value per Unit
--------------- --------------
1995 480,362.4732 2.2990180
1994 181,401.9586 2.1102363
4. INVESTMENTS
Investments that represent 5% or more of the fair value of the Plan's net
assets available for benefits at December 31, 1995 and 1994 are as follows:
1995 1994
----------- ----------
Paul Revere Common Stock* $11,271,857 $2,952,375
BT Large Capitalization Equity Index* 1,814,559 538,118
Textron Common Stock* 1,929,825 552,916
BT Pyramid Directed Account Cash Fund* 136,886 406,550
Guaranteed Insurance Contract,
John Hancock Mutual Life Insurance Company 1,052,870 397,877
* Indicates party-in-interest to the Plan.
Investments are at fair value, as determined by quoted market price. The
Plan's investments at fair value (including investments bought, sold, and
held) during 1995 and 1994 appreciated/(depreciated) in fair value as follows:
1995 1994
---------- ---------
Paul Revere Common Stock $2,350,244 ($69,822)
Textron Common Stock 309,802 (7,224)
Indexed Equity Fund 361,238 (779)
---------- ---------
Net increase (decrease) in fair value $3,021,284 ($77,825)
---------- ---------
9
<PAGE>
PAUL REVERE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
4. INVESTMENTS (CONTINUED)
Statement of Financial Accounting Standards No. 107, "Disclosures about Fair
Value of Financial Instruments" (FAS 107), requires disclosure of fair value
information about all financial instruments held or owned by a plan except
for certain excluded instruments and instruments for which it is not
practicable to estimate fair value. Note 2 describes the methods and
assumptions used in determining the fair value of all Plan investments except
insurance contracts.
The estimated fair value of the Plan's investment in guaranteed insurance
contracts was determined by discounted cash flow analyses using U.S. Treasury
bill interest rates with maturities similar to the remaining terms of the
guaranteed insurance contracts. The estimated fair value of such contracts
is approximately $1,196,281 and $389,013 at December 31, 1995 and 1994,
respectively. The investments in the guaranteed insurance contracts have a
crediting interest rate ranging from 5.75% to 7.3% in 1995 and 7.3% in 1994.
The average percentage yield for 1995 was approximately 6.57%. In the event
that withdrawals adversely affect the face value of the contract, an
adjustment to the market value would be required. The contracts are
transferable.
5. INCOME TAX STATUS
The Plan is qualified and the trust established under the Plan is tax-exempt
under the applicable sections of the Internal Revenue Code.
6. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500:
1995 1994
---- ----
Net assets available for benefits, per the
financial statements $16,139,173 $4,523,257
Benefits payable (103,903) (23,904)
----------- ----------
Net assets available for benefits, per the
Form 5500 $16,035,270 $4,499,353
----------- ----------
The following is a reconciliation of benefits paid to participants, per the
financial statements to the Form 5500:
Benefits paid to participants, per the
financial statements $ 581,318 $ 7,759
Add: Amounts allocated on Form 5500 to withdrawn
participants at December 31, 1995 103,903 --
Amounts allocated on Form 5500 to withdrawn
participants at December 31, 1994 (23,904) 23,904
----------- ----------
Benefits paid to participants, per the Form 5500 $ 661,317 $ 31,663
----------- ----------
Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to the
end of the period, but not yet paid.
10
<PAGE>
PAUL REVERE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
7. SUBSEQUENT EVENT
On April 29, 1996, Paul Revere and Provident Companies, Inc. ("Provident")
announced they had signed a definitive merger agreement. The transaction,
valued at approximately $1.2 billion, has been approved by boards of
directors of both companies. Under the agreement, Paul Revere's shareholders
may elect to receive a) $26.00 per share in cash; or b) a combination of
$20.00 in cash and a number of shares of Provident common stock equal to the
product of $6.00 and the exchange ratio; or c) a number of shares of
Provident common stock equal to the product of $26.00 and the exchange ratio.
The exchange ratio is based on the Provident common stock price during a
defined period prior to closing and is subject to certain maximum and minimum
share amounts. Textron, which owns approximately 83% of Paul Revere's
outstanding common shares, has agreed to support the merger, which, subject
to shareholder and regulatory approval, is expected to close during the third
quarter of 1996.
11
<PAGE>
SUPPLEMENTAL SCHEDULES
12
<PAGE>
PAUL REVERE SAVINGS PLAN
SCHEDULE I - ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1995
<TABLE>
<CAPTION>
NUMBER OF COST/
SHARES OR CONTRACT FAIR
UNITS VALUE VALUE
--------- ----------- -----------
<S> <C> <C> <C>
FUND A
The Paul Revere Corporation Common Stock* 543,222 $ 9,033,204 $11,271,857
BT Pyramid Directed Account Cash Fund* 125,500 125,500 125,500
----------- -----------
Total Fund A $ 9,158,704 $11,397,357
----------- -----------
----------- -----------
FUND B
BT Large Capitalization Equity Index* 1,313 $ 1,459,692 $ 1,814,559
----------- -----------
----------- -----------
FUND C
Guaranteed Insurance Contract:
John Hancock Mutual Life Insurance Company
matures 8/31/99; 7.30% 1,052,870 $ 1,052,870 $ 1,125,206
New York Life Insurance Company
matures 9/01/01; 5.75% 69,654 69,654 71,075
BT Pyramid Directed Account Cash Fund* 10,889 10,889 10,889
----------- -----------
Total Fund C $ 1,133,413 $ 1,207,170
----------- -----------
----------- -----------
FUND D
Textron Inc. Common Stock* 28,590 $ 1,637,235 $ 1,929,825
BT Pyramid Directed Account Cash Fund* 497 497 497
----------- -----------
Total Fund D $ 1,637,732 $ 1,930,322
----------- -----------
----------- -----------
Total All Funds $13,389,541 $16,349,408
----------- -----------
----------- -----------
</TABLE>
* Indicates party-in-interest to the Plan.
13
<PAGE>
PAUL REVERE SAVINGS PLAN
SCHEDULE II - TRANSACTIONS OR SERIES OF TRANSACTIONS IN EXCESS OF 5%
OF THE CURRENT VALUE OF PLAN ASSETS AT THE BEGINNING OF THE YEAR
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
CURRENT VALUE
OF ASSETS ON
PURCHASE SELLING COST OF TRANSACTION NET GAIN
IDENTITY OF PARTY DESCRIPTION PRICE PRICE ASSETS DATE (LOSS)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CATEGORY (i) - INDIVIDUAL TRANSACTIONS IN EXCESS
ON 5% OF PLAN ASSETS
Bankers Trust Company* Purchase of 323,707 units
of BT Pyramid Directed
Account Cash Fund $ 323,707 $ 323,707 $ 323,707
CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS
ON 5% OF AVERAGE PLAN ASSETS
** Purchase of 362,450 shares
of The Paul Revere Corporation*
Common Stock, in 139 transactions 6,280,282 6,280,282 6,280,282
** Sale of 17,707 shares of
The Paul Revere Corporation*
Common Stock, in 14 transactions $ 311,045 268,945 $ 42,100
** Purchase of 17,849 shares of
Textron Inc. * Common Stock,
in 65 transactions 1,082,731 1,082,731 1,082,731
** Sale of 235 shares of
Textron Inc. * Common
Stock, in 4 transactions 15,598 5,636 9,962
** Purchase of 708,433 units
of John Hancock Mutual Life,
Group Annuity Contract #7555,
in 59 transactions 708,433 708,433 708,433
** Sale of 53,440 units of
John Hancock Mutual Life,
Group Annuity Contract #7555,
in 1 transaction 53,440 53,440 --
Bankers Trust Company* Purchase of 6,969,643 units
of BT Pyramid Directed Account
Cash Fund in 212 transactions 6,969,643 6,969,643 6,969,643
Sale of 7,239,307 units of
BT Pyramid Directed Account
Cash Fund in 234 transactions 7,239,307 7,239,307 --
</TABLE>
14
<PAGE>
PAUL REVERE SAVINGS PLAN
SCHEDULE II - TRANSACTIONS OR SERIES OF TRANSACTIONS IN EXCESS OF 5%
OF THE CURRENT VALUE OF PLAN ASSETS AT THE BEGINNING OF THE YEAR
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
CURRENT VALUE
OF ASSETS ON
PURCHASE SELLING COST OF TRANSACTION NET GAIN
IDENTITY OF PARTY DESCRIPTION PRICE PRICE ASSETS DATE (LOSS)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Category (iii) - Series of transactions in excess on 5% of average Plan assets
Bankers Trust Company* Purchase of 803 units of BT Pyramid
Large Capitalization Equity Index Fund
in 59 transactions $949,616 $949,616 $949,616
Sale of 26 units of BT Pyramid Large
Capitalization Equity Index Fund
in 4 transactions $ 35,081 28,790 $6,291
Purchase of 806,215 units of BT Pyramid
Discretionary Cash Fund in 66 transactions 806,215 806,215 806,215
Sale of 814,471 units of BT Pyramid
Discretionary Cash Fund in 57 transactions 814,471 814,471 --
</TABLE>
* Indicates party-in-interest to the Plan
** Transactions made on the open market
There are no category (ii) and (iv) transactions.
15
<PAGE>
PAUL REVERE SAVINGS PLAN
ANNUAL REPORT ON FORM 11-K
FOR FISCAL YEARS ENDED DECEMBER 31, 1995 and 1994
EXHIBIT INDEX
Exhibit Number Description Page
-------------- ----------- ----
24 Consent of Independent Auditors 17
25 Power of Attorney 18
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-80718) pertaining to the Paul Revere Savings Plan of The
Paul Revere Corporation of our report dated June 24, 1996 with respect to the
financial statements and schedules of the Paul Revere Savings Plan included
in this Annual Report (Form 11-K) for the year ended December 31, 1995 and
the period from July 1, 1994 (inception) through December 31, 1994.
ERNST & YOUNG LLP
Boston, Massachusetts
June 24, 1996
<PAGE>
POWER OF ATTORNEY
The undersigned members of the Benefits Committee administering The Paul
Revere Savings Plan of The Paul Revere Corporation (the "Plan") do hereby
constitute and appoint John H. Budd, Frederick K. Butler and Michele S.
Gatto, and each of them, with full powers of substitution, their true and
lawful attorneys and agents to do or cause to be done any and all acts and
things and to execute and deliver any and all instruments and documents which
said attorneys and agents, or any of them, may deem necessary or advisable in
order to enable the Plan to comply with the Securities and Exchange Act of
1934, as amended, and any requirements of the Securities and Exchange
Commission in respect thereof, in connection with the filing of the Plan's
Annual Report on Form 11-K for the fiscal year ended December 31, 1995,
including specifically, but without limitation, power and authority to sign
the names of the undersigned in the capacities indicated below to such Annual
Report filed with the Securities and Exchange Commission; to any and all
amendments to such Annual Report, to any instruments or documents or other
writings in which the original or copies thereof are to be filed as a par of
or in connection with such Annual Report or amendments thereto, and to file
or cause to be filed the same with the Securities and Exchange Commission;
and each of the undersigned hereby ratifies and confirms all that such
attorneys and agents, and each of them, shall have, and may exercise, all of
the powers hereby conferred.
IN WITNESS WHEREOF, each of the undersigned has signed his or her name
hereto, on this 24th day of June, 1996.
Benefits Committee of The Paul Revere
Savings Plan
/s/ M. Katherine Hessel /s/ Colleen L. O'Brien
________________________________ ___________________________________
M. Katherine Hessel Colleen L. O'Brien
VP-Human Resources and Plan Administrator and Benefits Committee
Benefits Committee Member Member
/s/ John H. Budd /s/ Frederick K. Butler
________________________________ ____________________________________
John H. Budd Frederick K. Butler
Benefits Committee Member Plan Counsel and Benefits Committee
Member
