<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, 1996
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, 1996 and 1995
Statement of Changes in Net Assets Available for Benefits, with Fund
Information, for the Years Ended December 31, 1996 and 1995
Notes to Financial Statements
Schedule I - Assets Held for Investment, December 31, 1996
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:
-----------------------------------
Glenn P. Felton
Attorney-in-fact
Date: June 24, 1997
----------------------------------
<PAGE>
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
PAUL REVERE SAVINGS PLAN
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
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, 1996. . . . . . . . . . . . . . . . .2
Statement of Net Assets Available for Benefits,
with Fund Information, December 31, 1995. . . . . . . . . . . . . . . . .3
Statement of Changes in Net Assets Available for Benefits,
with Fund Information, For the Year Ended December 31, 1996 . . . . . . .4
Statement of Changes in Net Assets Available for Benefits,
with Fund Information, For the Year Ended December 31, 1995 . . . . . . .5
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . .6
SUPPLEMENTAL SCHEDULES
Schedule I - Assets Held for Investment, December 31, 1996. . . . . . . . . 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, 1996 and 1995, and
the related statements of changes in net assets available for benefits for the
years ended December 31, 1996 and 1995. 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, 1996 and 1995, and the changes in net assets available for benefits
for the years ended December 31, 1996 and 1995, 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, 1996, 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, 1996 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, 1997
1
<PAGE>
PAUL REVERE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1996
<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 $ 26,606,483 $ - $ - $ - $ 26,606,483
Indexed Equity Fund - 3,274,569 - - 3,274,569
Textron Common Stock - - - 3,633,338 3,633,338
Short-term investments 43,270 - - 3,467 46,737
-------------------------------------------------------------------------
26,649,753 3,274,569 - 3,636,805 33,561,127
Guaranteed insurance contracts, at
contract value - - 1,705,759 - 1,705,759
-------------------------------------------------------------------------
Total investments 26,649,753 3,274,569 1,705,759 3,636,805 35,266,886
-------------------------------------------------------------------------
Receivables:
Accrued investment income 327 9 9,396 14,238 23,970
Participants' contributions - 23,381 - - 23,381
Interfund balances - 13,318 - 20,120 33,438
Other 2,602 54 383 93 3,132
-------------------------------------------------------------------------
Total receivables 2,929 36,762 9,779 34,451 83,921
-------------------------------------------------------------------------
Total assets 26,652,682 3,311,331 1,715,538 3,671,256 35,350,807
-------------------------------------------------------------------------
Liabilities
Payables:
Investments purchased - - 9,383 - 9,383
Contributions 170,031 - 39,436 14,068 223,535
Interfund balances 30,507 - 2,931 - 33,438
Accrued expenses 8,105 2,922 819 1,267 13,113
Other 36,584 - - - 36,584
-------------------------------------------------------------------------
Total liabilities 245,227 2,922 52,569 15,335 316,053
-------------------------------------------------------------------------
Net assets available for plan benefits $ 26,407,455 $ 3,308,409 $ 1,662,969 $ 3,655,921 $ 35,034,754
-------------------------------------------------------------------------
-------------------------------------------------------------------------
</TABLE>
See accompanying notes.
2
<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.
3
<PAGE>
PAUL REVERE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
<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 $ 10,812,482 $ 545,724 $ - $ 877,563 $ 12,235,769
Interest 4,201 438 96,755 1,347 102,741
Dividends 158,024 - - 59,328 217,352
------------------------------------------------------------------------
10,974,707 546,162 96,755 938,238 12,555,862
------------------------------------------------------------------------
Contributions:
Participants 3,239,837 1,047,274 670,356 1,088,474 6,045,941
Employer 2,630,176 - - 352 2,630,528
------------------------------------------------------------------------
5,870,013 1,047,274 670,356 1,088,826 8,676,469
------------------------------------------------------------------------
Total additions 16,844,720 1,593,436 767,111 2,027,064 21,232,331
------------------------------------------------------------------------
Deductions from net assets attributed to:
Benefits paid to participants 1,573,806 225,568 193,597 302,083 2,295,054
Administrative expenses 28,554 5,122 2,175 5,845 41,696
------------------------------------------------------------------------
Total deductions 1,602,360 230,690 195,772 307,928 2,336,750
------------------------------------------------------------------------
Net increase prior to interfund transfers 15,242,360 1,362,746 571,339 1,719,136 18,895,581
Interfund transfers (net) (69,240) 86,631 (12,732) (4,659) -
------------------------------------------------------------------------
Net increase 15,173,120 1,449,377 558,607 1,714,477 18,895,581
Net assets available for benefits:
Beginning of year 11,234,335 1,859,032 1,104,362 1,941,444 16,139,173
------------------------------------------------------------------------
End of year $ 26,407,455 $ 3,308,409 $ 1,662,969 $ 3,655,921 $ 35,034,754
------------------------------------------------------------------------
------------------------------------------------------------------------
</TABLE>
See accompanying notes.
4
<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.
5
<PAGE>
PAUL REVERE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN
Paul Revere Savings Plan (the "Plan") is a qualified retirement plan in
accordance with Internal Revenue Code Section 401(k). 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 contributing to each fund in the Plan at
December 31, 1996 and 1995 were:
1996 1995
---- ----
Fund A 1,861 1,907
Fund B 1,039 1,027
Fund C 927 964
Fund D 1,149 1,215
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
$60,726 in 1996 and $36,109 in 1995.
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.
ADMINISTRATIVE EXPENSES
Trustee fees charged to the Plan during 1996 and 1995 under administrative
expenses were $40,342 and $18,585, respectively. Plan administrative expenses
of $166,096 in 1996 and $101,417 in 1995 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. 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,
1996 and 1995 were:
FUND B
-----------------------------------
Number of Units Value per Unit
--------------- --------------
1996 657,482.2265 4.904299
1995 463,028.0244 4.0149449
FUND C
-----------------------------------
Number of Units Value per Unit
--------------- --------------
1996 674,162.1310 2.424899
1995 480,362.4732 2.2990180
4. INVESTMENTS
Investments that represent 5% or more of the fair value of the Plan's net assets
available for benefits at December 31, 1996 and 1995 are as follows:
1996 1995
---- ----
Paul Revere Common Stock* $26,606,483 $11,271,857
BT Large Capitalization Equity Index* 3,274,569 1,814,559
Textron Common Stock* 3,633,338 1,929,825
Guaranteed Insurance Contract:
John Hancock Mutual Life Insurance
Company 1,075,871 1,052,870
* 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
1996 and 1995 appreciated in fair value as follows:
1996 1995
---- ----
Paul Revere Common Stock $10,812,482 $ 2,350,244
Textron Common Stock 877,563 309,802
Indexed Equity Fund 545,724 361,238
----------- -----------
Net increase in fair value $12,235,769 $ 3,021,284
----------- -----------
----------- -----------
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 $1,723,022 and $1,196,281 at December 31, 1996 and 1995,
respectively. The investments in the guaranteed insurance contracts have a
crediting interest rate ranging from 5.75% to 7.3% in 1996 and 1995. The
average percentage yield for 1996 was approximately 6.84%. 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 Internal Revenue Service has determined and informed the Company by
letter dated April 18, 1995 that the Plan and the related trust are designed
in accordance with applicable sections of the Internal Revenue Code. The Plan
administrator believes that the Plan is designed and is currently being
operated in compliance with the applicable requirements 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:
1996 1995
---- ----
Net assets available for benefits,
per the financial statements $35,034,754 $16,139,173
Benefits payable (700,819) (103,903)
----------- -----------
Net assets available for benefits,
per the Form 5500 $34,333,935 $16,035,270
----------- -----------
----------- -----------
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 $ 2,295,054 $ 581,318
Add: Amounts allocated on Form 5500
to withdrawn participants at
December 31, 1996 700,819 -
Amounts allocated on Form 5500
to withdrawn participants
at December 31, 1995 (103,903) 103,903
Amounts allocated on Form 5500
to withdrawn participants
at December 31, 1994 - (23,904)
----------- -----------
Benefits paid to participants,
per the Form 5500 $ 2,891,970 $ 661,317
----------- -----------
----------- -----------
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 EVENTS
On March 27, 1997, Provident Companies, Inc. ("Provident") acquired Paul
Revere pursuant to a April 29, 1996 definitive merger agreement which
provided that Patriot Acquisition Corporation, a wholly owned subsidiary of
Provident merge with and into Paul Revere with Paul Revere as the surviving
corporation. Under the agreement, the Plan's shareholders may elect to
receive a number of shares of Provident common stock and either liquidate the
Provident shares to the Fixed Income Fund or hold Provident shares.
Effective March 27, 1997, Fund A was closed and participants investing in Fund A
were given the option to exchange their Paul Revere shares for either Provident
stock, a combination of Provident stock and cash, or all cash. If all cash is
chosen, the funds were invested in Fund C. If no election was made, the funds
were invested in Fund E.
Effective June 2, 1997, Fund E has been added as an Investment Option. Fund
E is invested solely in Provident 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 Provident.
The investment option of Fund E is long term capital growth.
It is Provident's intention to terminate the Plan as of December 31, 1997.
In the event of termination, each participant automatically becomes vested to
the extent of the balance in his or her separate account. It is also
Provident's intention to transfer all assets of the Plan to its Moneymaker --
a Long Term 401(k) Plan and permit immediate participation by all former
participants of the Paul Revere Savings Plan as of January 1, 1998.
11
<PAGE>
SUPPLEMENTAL SCHEDULES
12
<PAGE>
PAUL REVERE SAVINGS PLAN
SCHEDULE I - ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1996
<TABLE>
<CAPTION>
NUMBER OF COST/
SHARES OR CONTRACT FAIR
UNITS VALUE VALUE
-------------------------------------------------------
<S> <C> <C> <C>
FUND A
The Paul Revere Corporation Common Stock* 714,268 $ 14,040,142 $ 26,606,483
BT Pyramid Directed Account Cash Fund* 43,270 43,270 43,270
-----------------------------------
Total Fund A $ 14,083,412 $ 26,649,753
-----------------------------------
-----------------------------------
FUND B
BT Large Capitalization Equity Index* 1,925 $ 2,388,716 $ 3,274,569
-----------------------------------
-----------------------------------
FUND C
Guaranteed Insurance Contract:
John Hancock Mutual Life Insurance Company
matures 8/31/99; 7.30% 1,075,871 $ 1,075,871 $ 1,105,668
New York Life Insurance Company
matures 9/01/01; 5.75% 629,888 629,888 617,354
-----------------------------------
Total Fund C $ 1,705,759 $ 1,723,022
-----------------------------------
-----------------------------------
FUND D
Textron Inc. Common Stock* 38,550 $ 2,514,681 $ 3,633,338
BT Pyramid Directed Account Cash Fund* 3,467 3,467 3,467
-----------------------------------
Total Fund D $ 2,518,148 $ 3,636,805
-----------------------------------
-----------------------------------
Total all funds $ 20,696,035 $ 35,284,149
-----------------------------------
-----------------------------------
</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, 1996
<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 (iii) - Series of transactions in excess on 5% of average
Plan assets
- ------------------------------------------------------------------
** Purchase of 226,205 shares of The Paul
Revere Corporation* Common Stock,
in 191 transactions $5,968,672 $5,968,672 $5,968,672
** Sale of 55,159 shares of The Paul Revere
Corporation* Common Stock, in 24
transactions $1,446,527 961,734 $484,793
** Purchase of 11,565 shares of Textron Inc. *
Common Stock, in 41 transactions 960,724 960,724 960,724
** Sale of 1,605 shares of Textron, Inc.*
Common Stock, in 14 transactions 134,774 83,278 51,496
Bankers Trust Company* Purchase of 6,197,118 units of BT Pyramid
Directed Account Cash Fund in 217
transactions 6,197,118 6,197,118 6,197,118
Sale of 6,287,267 units of BT Pyramid
Directed Account Cash Fund in 271
transactions 6,287,267 6,287,267 6,287,267 -
Purchase of 657 units of BT Pyramid
Large Capitalization Equity Index Fund
in 66 transactions 981,958 981,958 981,958
Sale of 45 units of BT Pyramid Large
Capitalization Equity Index Fund
in 8 transactions 67,672 52,934 14,739
</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, 1996
<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 (iii) - Series of transactions in excess on 5% of average
Plan assets
- ------------------------------------------------------------------
Bankers Trust Company* Purchase of 830,293 units of BT Pyramid
Discretionary Cash Fund in 73 transactions $ 830,293 $ 830,293 $ 830,293
Sale of 830,293 units of BT Pyramid
Discretionary Cash Fund in 62 transactions $ 830,293 830,293 -
</TABLE>
* Indicates party-in-interest to the Plan
** Transactions made on the open market
There are no category (i), (ii) and (iv) transactions.
15
<PAGE>
PAUL REVERE SAVINGS PLAN
ANNUAL REPORT ON FORM 11-K
FOR FISCAL YEARS ENDED DECEMBER 31, 1996 and 1995
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, 1997 with respect to the financial
statements and schedules of the Paul Revere Savings Plan included in this Annual
Report (Form 11-K) for the years ended December 31, 1996 and 1995.
ERNST & YOUNG LLP
Boston, Massachusetts
June 24, 1997
<PAGE>
POWER OF ATTORNEY
The undersigned members of the Retirement Plan Committee administering The
Paul Revere Savings Plan of Provident Companies Inc. (the "Plan") do hereby
constitute and appoint Glenn P. Felton and Susan N. Roth, 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, 1996, 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, 1997.
Retirement Plan Committee of
The Paul Revere Savings Plan
- ----------------------------------- --------------------------------------
George H. Brown Glenn P. Felton
Retirement Plan Committee Member Retirement Plan Committee Member
- ----------------------------------- --------------------------------------
James D. Garrison Ralph W. Mohney
Retirement Plan Committee Member Retirement Plan Committee Member
