SECURITY CONNECTICUT CORP
10-Q, 1996-11-05
LIFE INSURANCE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                             ----------------------

                                    FORM 10-Q

                             ----------------------



        [X]    QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF  THE
               SECURITIES EXCHANGE ACT OF 1934
               For the quarter ended September 30, 1996

        [ ]    TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE
               SECURITIES EXCHANGE ACT OF 1934


                             ----------------------

  For the transition period ______ to ______ Commission File Number 001-12746


                             ----------------------

                        SECURITY-CONNECTICUT CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


         Delaware                                   06-1383088
 (State of incorporation)               (I.R.S. Employer Identification Number)


                  20 Security Drive, Avon, Connecticut 06001
                   (Address of principal executive offices)


                                  (860) 677-8621
                          Registrant's telephone number



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
   Yes [ X ]  No [   ]


There were 8,559,844 shares  outstanding of the Registrant's  Common Stock, $.01
par value, as of November 1, 1996.

The exhibit index to this report is located on page 10.

                                  Page 1 of 12

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<PAGE>


                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION
- ------------------------------

Item 1  Financial Statements (Unaudited)

        Consolidated Balance Sheets -
         September 30, 1996 and December 31, 1995..........................  3

        Consolidated Statements of Income -
         Three and Nine Months Ended September 30, 1996 and 1995...........  4

        Consolidated Statements of Cash Flows -
         Nine Months Ended September 30, 1996 and 1995.....................  5

        Notes to Consolidated Financial Statements.........................  6

Item 2  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.............................................  7



PART II - OTHER INFORMATION
- ---------------------------

Item 5  Other Information.................................................. 10

Item 6  Exhibits and Reports on Form 8-K................................... 10

        Signatures......................................................... 11



                                      -2-
<PAGE>

<TABLE>
<CAPTION>

                        SECURITY-CONNECTICUT CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                  (Dollars in thousands, except per share data)

                                                       (Unaudited)
                                                       September 30,December 31,
                                                           1996         1995
                                                       ------------ ------------
<S>                                                    <C>          <C>
ASSETS
  Investments:
    Securities available-for-sale at fair value:
      Fixed maturity securities (cost:1996-$1,529,691;
        1995-$1,469,970)                               $  1,541,987 $  1,564,576
      Equity securities (cost:1996-$1,501; 1995-$3,435)       1,545        6,331
  Mortgage loans on real estate                             133,277      145,080
  Policy loans                                               74,206       73,916
  Other invested assets                                       6,806        6,221
                                                       ------------ ------------
    Total investments                                     1,757,821    1,796,124
  Cash and invested cash                                     41,923       29,753
  Deferred policy acquisition costs                         393,158      335,821
  Premiums and fees receivable                                7,782        5,871
  Accrued investment income                                  31,597       28,710
  Goodwill                                                   20,879       21,557
  Property and equipment                                      8,611        9,455
  Acquired insurance in-force                                 8,455        8,966
  Amounts recoverable from reinsurers                        41,044       34,974
  Other assets                                                9,759       10,188
                                                       ------------ ------------
    Total assets                                       $  2,321,029 $  2,281,419
                                                       ============ ============
LIABILITIES
  Future policy benefits and claims                    $  1,727,787 $  1,682,364
  Contractholder funds                                       58,575       49,978
  Long-term debt                                             75,000       65,000
  Federal income taxes payable                               16,198       38,178
  Dividends payable                                           1,027        1,066
  Accrued expenses and other liabilities                     91,923       87,470
  Deferred gain on sale/leasebacks                            1,259        1,334
  Participating department equity                             7,928        7,667
                                                       ------------ ------------
    Total liabilities                                     1,979,697    1,933,057

SHAREHOLDERS' EQUITY
  Preferred stock, par value $0.01 per share;
    Authorized-10,000,000 shares;
    issued and outstanding - none
  Common stock, par value $0.01 per share;
    Authorized-50,000,000 shares;
    issued and outstanding-1996-8,564,626
    shares less 4,782 treasury shares;
    1995-8,556,903 shares                                        86           86
  Paid-in capital                                            82,558       82,405
  Deferred compensation                                                     (379)
  Net unrealized gains on securities available-for-sale       3,214       35,748
  Retained earnings                                         255,474      230,502
                                                       ------------ ------------
    Total shareholders' equity                              341,332      348,362
                                                       ------------ ------------
    Total liabilities and shareholders' equity         $  2,321,029 $  2,281,419
                                                       ============ ============




<FN>
                See notes to consolidated financial statements.
</FN>
</TABLE>
                                      -3-

<PAGE>
<TABLE>
<CAPTION>

                        SECURITY-CONNECTICUT CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                  (Dollars in thousands, except per share data)


                                            (Unaudited)                   (Unaudited)
                                        Three Months Ended            Nine Months Ended
                                    --------------------------    -------------------------
                                          September 30,                 September 30,
                                    --------------------------    -------------------------
                                       1996           1995            1996          1995
                                    -----------    -----------    -----------   -----------
<S>                                 <C>            <C>            <C>           <C>
REVENUE
  Premiums                          $    15,857    $    17,225    $    44,960   $    52,278
  Insurance fees                         34,014         31,511        102,572        93,233
  Net investment income                  34,056         32,565        101,592        97,605
  Realized gains on investments             528            737          7,907         1,285
  Other                                     292            300            573         1,135
                                    -----------    -----------    -----------   -----------
    Total revenue                        84,747         82,338        257,604       245,536

BENEFITS AND EXPENSES
  Benefits and reserves                  49,013         49,725        145,387       154,688
  Insurance and other expenses           23,427         20,817         69,567        61,674
  Participating department gain              33             27           261             61
                                    -----------    -----------    -----------   -----------
    Total benefits and expenses          72,473         70,569        215,215       216,423
                                    -----------    -----------    -----------   -----------

Income before federal income taxes       12,274         11,769         42,389        29,113

Federal income taxes                      3,872          3,999         14,312         9,829
                                    -----------    -----------    -----------   -----------

NET INCOME                          $     8,402    $     7,770    $    28,077   $    19,284
                                    ===========    ===========    ===========   ===========



EARNINGS PER COMMON SHARE           $      0.97    $      0.90    $      3.26   $      2.25
                                    ===========    ===========    ===========   ===========


DIVIDENDS DECLARED PER
  COMMON SHARE                      $      0.12    $      0.12    $      0.36   $      0.36
                                    ===========    ===========    ===========   ===========


Common stock and equivalents          8,628,955      8,600,625      8,613,572     8,587,394




<FN>
                See notes to consolidated financial statements.
</FN>
</TABLE>
                                      -4-

<PAGE>
<TABLE>
<CAPTION>

                        SECURITY-CONNECTICUT CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)

                                                                       (Unaudited)
                                                             Nine Months Ended September 30,
                                                             -------------------------------
                                                                    1996        1995
                                                                -----------  -----------
<S>                                                             <C>          <C>
OPERATING ACTIVITIES
Net income                                                      $    28,077  $    19,284
Adjustments to reconcile net income to net cash used:
   Deferred policy acquisition costs:
     Amortization                                                    28,167       26,654
     Deferral                                                       (46,321)     (50,422)
   Increase in accrued investment income                             (2,887)      (1,259)
   Decrease in policy liabilities and contractholder funds          (49,409)     (40,397)
   Decrease in federal income taxes                                  (4,463)      (5,966)
   Net amortization of acquired insurance in-force and goodwill       1,189        1,222
   Increase in participating department equity                          261           61
   Decrease (increase) in amounts recoverable from reinsurers        (6,070)       4,040
   Decrease (increase) in premiums and fees receivable               (1,911)       3,866
   Realized gain on investments                                      (7,907)      (1,285)
   Other                                                              1,196       (3,229)
                                                                -----------  -----------
Net cash used in operating activities                               (60,078)     (47,431)

INVESTING ACTIVITIES
Fixed maturity securities available-for-sale:
  Purchases                                                        (285,936)    (364,928)
  Sales                                                             146,300      162,032
  Maturities                                                         83,881       80,970
Equity securities:
  Purchases                                                          (1,768)      (1,458)
  Sales                                                               7,145
Purchases of other investments                                       (1,080)      (3,738)
Sale or maturity of other investments                                13,057       12,537
Other                                                                 4,199       25,271
                                                                -----------  -----------
Net cash used in investing activities                               (34,202)     (89,314)

FINANCING ACTIVITIES
Universal life and investment contract deposits                     186,104      196,699
Universal life and investment contract withdrawals                  (87,041)     (61,698)
Issuance of long-term debt                                           75,000
Repayment of long-term debt                                         (65,000)
Dividends to shareholders                                            (3,081)      (3,078)
Issuance of common stock                                                258          200
Acquisition of treasury stock                                          (129)
Other cash provided                                                     339          278
                                                                -----------  -----------
Net cash provided by financing activities                           106,450      132,401
                                                                -----------  -----------

Net increase (decrease) in cash and invested cash                    12,170       (4,344)

Cash and invested cash at beginning of period                        29,753       26,338
                                                                -----------  -----------

Cash and invested cash at end of period                         $    41,923  $    21,994
                                                                ===========  ===========




<FN>
                See notes to consolidated financial statements.
</FN>
</TABLE>
                                      -5-

<PAGE>


                        SECURITY-CONNECTICUT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


1.   Accounting Policies and Principles

Basis of Financial Statements

     The  accompanying  unaudited  consolidated  financial  statements have been
prepared in conformity with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management, all adjustments,  consisting
only of normal recurring accruals considered  necessary for a fair presentation,
have been included.  Operating results for the nine month period ended September
30, 1996 are not necessarily  indicative of the results that may be expected for
the year  ending  December  31,  1996.  For  further  information,  refer to the
consolidated  financial  statements and notes thereto  included in the Company's
annual  report  on  Form  10-K  for  the  year  ended  December  31,  1995.  The
accompanying   financial  information  relates  to  the  consolidated  financial
statements of  Security-Connecticut  Corporation  (the "Company") and its wholly
owned  subsidiaries,  Arrowhead  Ltd.  (a  Bermuda  insurance  corporation)  and
Security-Connecticut  Life  Insurance  Company  ("SCL") and SCL's  wholly  owned
subsidiary,   Lincoln  Security  Life  Insurance  Company  ("LSL").  Significant
intercompany transactions and balances have been eliminated.

Earnings Per Common Share

     Fully  diluted  earnings per common share are not presented as they are not
materially different from primary earnings per common share.

2.   Long-Term Debt

     On June 8, 1995, the Company  registered $100 million of debt securities on
Form S-3 with the  Securities  and  Exchange  Commission.  The Company  sold $75
million of medium term debt  securities on March 1, 1996 and used $65 million of
the net  proceeds  to repay the Term Note to  Lincoln  National  Life  Insurance
Company  ("LNL").  The  remainder  of the  proceeds  have been used for  general
corporate  purposes.  The Fixed Rate Notes  ("Notes")  have an effective rate of
7.39%  and are due  March 1,  2003 and may not be  redeemed  prior to  maturity.
Interest  on the  Notes  is  payable  semi-annually  in  arrears  on March 1 and
September 1 of each year. Interest payments began on September 1, 1996.


3.   Litigation

     The Company is involved in litigation concerning policy terms and benefits,
which seek both punitive and  compensatory  damages.  Management  believes these
suits are  substantially  without merit, that valid defenses exist, and that the
results  of such  litigation  will not have a  material  adverse  effect  on the
accompanying financial statements.


                                      -6-
<PAGE>


     In  addition,  the  Company is  involved  in two class  action  lawsuits as
follows:

     Zipf vs.  Security-Connecticut  Life  Insurance  Company,  et al., Court of
Common Pleas of Allegheny County, Pennsylvania.

     The complaint,  seeking actual and punitive damages, alleges that SCL has a
practice  of  misleading  and/or  misinforming  policyholders  on the basis of a
policy rate class  designation.  Specifically,  the  plaintiff  alleges that the
"special  non-smoker"  designation leads  policyholders to believe that they are
being charged  premiums based on a "superior"  rate when the actual premiums are
based on an "inferior, substandard or rated class."

     In June 1995, the Pennsylvania  court ordered the case certified as a class
action.  The court  later  limited  the  class to  Pennsylvania  residents  "who
purchased  life  insurance  policies from  Security-Connecticut  Life  Insurance
Company  designated  as  'Premium  Rate Class  Special  Non-Smoker'  on or after
November  17,   1986."  SCL  has  filed  a  motion  for   revocation   of  class
certification.  Management believes this suit is without merit and will continue
to vigorously defend the action.

     Jacobson    vs.     Security-Connecticut     Life    Insurance     Company,
Security-Connecticut  Corporation and Lincoln  National Life Insurance  Company,
Superior  Court,   Judicial  District  of  Hartford/New   Britain  at  Hartford,
Connecticut.

     Plaintiffs  filed  a class  action  complaint  in  November  1995,  seeking
contractual damages, attorneys' fees and the imposition of a constructive trust.
Plaintiffs  allege  breach of contract,  fraud and  violation  of  Connecticut's
Unfair  Trade  Practices  Act.  Plaintiffs  claim  that SCL  improperly  charged
additional  premiums to pay for the  deferred  acquisition  cost tax incurred by
defendants LNL and the Company.  Management  believes this suit is without merit
and will vigorously defend the action.


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Results of Operations

Nine Months Ended September 30, 1996 compared to Nine Months Ended September 30,
1995.

     Premiums - Premiums decreased $7.3 million, or 14.0%, from $52.3 million in
1995 to $45.0 million in 1996 due  principally  to a decrease in single  premium
immediate  annuity  premiums of $8.4  million and an increase in ceded  premiums
under various  reinsurance  agreements of $12.5 million,  partially offset by an
increase  in term  insurance  premiums of $7.1  million and assumed  reinsurance
premiums of $7.1 million.

     The Company's  first year  annualized  life premiums on new individual life
insurance  sales for 1996  increased $5.8 million or 17.5% to $39.5 million from
$33.7 million in 1995 primarily as a result of an increase in term and universal
life sales. Annualized annuity sales decreased $37.4 million or 48.0% from $77.9
million in 1995 to $40.5 million in 1996 due primarily to the Company's decision
to maintain its pricing structure on such products.

     Insurance  Fees - Insurance fees  increased  $9.4 million,  or 10.0%,  from
$93.2  million  in 1995 to  $102.6  million  in 1996,  reflecting  primarily  an
increase in the mortality and expense  assessments  on universal  life products.
The  assessment  increases  resulted  primarily  from the  growth  of  insurance
in-force, higher fees and aging of the in-force block of business.


                                      -7-
<PAGE>

     Net Investment  Income - Net investment  income increased $4.0 million,  or
4.1%,  from $97.6 million in 1995 to $101.6  million in 1996.  This reflects the
increase  in the cost  basis of  invested  assets  offset  by a  slightly  lower
effective yield on such assets.  The effective yield on invested assets was 7.7%
for 1996 compared with 7.9% for 1995.

     Realized Gains on Investments - Net realized gains on investments were $7.9
million in 1996  compared  with $1.3  million  in 1995.  The 1996 gains were the
result  of net  realized  capital  gains  of  $8.3  million  from  the  sale  of
investments  offset by  increases  in the reserve for losses of $0.1 million and
deferred policy acquisition costs ("DAC") associated with realized gains of $0.3
million.  The 1995 gains were the result of net realized  gains from the sale of
investments  of $6.4  million  offset by  increases in the reserve for losses of
$2.4 million and DAC associated with realized gains of $2.7 million.

     Benefits and Reserves - Benefits and reserves  decreased  $9.3 million,  or
6.0%,  from $154.7 million in 1995 to $145.4  million in 1996.  Life and annuity
benefits  decreased $1.1 million,  or 1.5%,  from $72.5 million in 1995 to $71.4
million in 1996.  The Company's  life claim  experience for 1996 was better than
plan by $0.5  million,  or  approximately  $0.04  per  share,  after tax and was
approximately  $2.0  million  less than  1995.  Policy  reserves  and other fund
deposits  decreased  $7.5 million from $15.2  million in 1995 to $7.7 million in
1996 due primarily to decreased single premium annuity sales.  Interest credited
to  policyholders  decreased $1.0 million or 1.6%, from $65.0 million in 1995 to
$64.0 million in 1996.

     Insurance and Other Expenses - Insurance and other expenses  increased $7.9
million,  or  12.8%,  from  $61.7  million  in 1995 to  $69.6  million  in 1996.
Commissions,  net of deferral and amortization of DAC increased $3.4 million, or
15.5%,  from $22.2 million in 1995 to $25.6  million in 1996  primarily due to a
decrease in deferral of  commissions  on new business  resulting  from increased
reinsurance in connection with the quota share reinsurance  agreements.  General
administrative and other operating costs, net of DAC, increased $4.5 million, or
11.3%,  from $39.5  million in 1995 to $44.0  million in 1996  primarily  due to
higher  staff  related  expenses,  data  processing,  legal  costs and  interest
expense.

     Federal  Income Taxes - Federal  income taxes  increased  $4.5 million from
$9.8 million in 1995 to $14.3 million in 1996.  This was primarily due to higher
pre-tax income. The effective tax rate was 33.8% in 1996 and 1995.

Three Months Ended  September 30, 1996 compared to Three Months Ended  September
30, 1995.

     Premiums - Premiums decreased $1.3 million,  or 7.9%, from $17.2 million in
1995 to $15.9 million in 1996 due  principally  to a decrease in single  premium
immediate  annuity  premiums of $2.0  million and an increase in ceded  premiums
under various  reinsurance  agreements of $4.8 million,  partially  offset by an
increase  in term  insurance  premiums of $3.2  million and assumed  reinsurance
premiums of $2.2 million.

     The Company's  first year  annualized  life premiums on new life  insurance
sales for individual life insurance increased $1.3 million, or 12.2%, from $11.0
million in 1995 to $12.3  million in 1996.  This was  primarily the result of an
increase in term sales.  Annualized  annuity sales  decreased  $8.8 million,  or
39.8%,  from $22.0 million in 1995 to $13.3 million in 1996 due primarily to the
Company's decision to maintain its pricing structure on such products.

     Insurance Fees - Insurance fees increased $2.5 million, or 7.9%, from $31.5
million in 1995 to $ 34.0 million in 1996,  reflecting  primarily an increase in
the mortality and expense assessments on universal life products. The assessment
increases resulted primarily from the growth of insurance in-force,  higher fees
and aging of the in-force block of business.


                                      -8-
<PAGE>

     Net Investment  Income - Net investment  income increased $1.5 million,  or
4.6%,  from $32.6  million in 1995 to $34.1  million in 1996.  This reflects the
growth in the cost of invested assets offset by a slightly lower effective yield
on such  assets.  The  effective  yield  on  invested  assets  was 7.6% for 1996
compared with 7.7% for 1995.

     Realized Gains on Investments - Net realized gains on investments were $0.5
million in 1996  compared  with $0.7  million  in 1995.  The 1996 gains were the
result  of net  realized  capital  gains  of  $0.2  million  from  the  sale  of
investments  and a  decrease  in  reserves  for losses of $0.1  million  and DAC
associated  with realized gains of $0.2 million.  The 1995 gains were the result
of net realized  capital  gains of $3.7  million  from the sale of  investments,
offset by increases  in reserves  for losses of $0.6 million and DAC  associated
with realized gains of $2.4 million.

     Benefits and Reserves - Benefits and reserves  decreased  $0.7 million,  or
1.4%,  from $49.7  million in 1995 to $49.0  million in 1996.  The  decrease was
primarily due to a decrease in policy  reserve  increases of $2.5 million due to
the decrease in single premium annuity sales and a decrease in interest credited
to policyholders of $0.9 million.  These decreases were offset by an increase in
life and annuity benefits of $2.6 million,  or 11.9%, from $22.0 million in 1995
to $24.6 million in 1996. The Company's life claim  experience for 1996 was $3.2
million  more than the same period in 1995 and  unfavorable  compared to plan by
$0.9 million, or approximately $0.07 per share, after tax.

     Insurance and Other Expenses - Insurance and other expenses  increased $2.6
million,  or  12.5%,  from  $20.8  million  in 1995 to  $23.4  million  in 1996.
Commissions,  net of deferral and amortization of DAC increased $1.2 million, or
17.1%, from $7.3 million in 1995 to $8.5 million in 1996. General administrative
and other operating costs,  net of deferral and  amortization of DAC,  increased
$1.4  million,  or 10.1%,  from $13.5  million in 1995 to $14.9  million in 1996
primarily due to increases in interest expense, guaranty fund assessment accrual
and staff related expenses.

     Federal  Income Taxes - Federal  income taxes  decreased  $0.1 million from
$4.0  million in 1995 to $3.9  million in 1996 due to  slightly  higher  pre-tax
income offset by a research and development  credit of $0.3 million  received on
data processing  expenses  incurred during 1991 and 1992. The effective tax rate
was 31.5% for 1996 (34.0% without the R&D credit) compared to 34.0% for 1995.

Liquidity and Capital Resources

     Security-Connecticut  Corporation  is a  holding  company  whose  principal
assets are Arrowhead Ltd. and SCL and its wholly owned insurance subsidiary. The
Company is dependent on receiving  dividends  from SCL and Arrowhead Ltd. to pay
operating expenses, meet debt service payments and make dividend payments to its
shareholders.   The  dividends  from  SCL  are  subject  to  certain   statutory
limitations.

     Cash  flow  from  SCL's  insurance  operations  consists  primarily  of its
contractual  obligations  to  policyholders  and  annuitants  and its payment of
dividends  to the  Company.  The  primary  source of meeting  these  contractual
requirements is investment income from its total investment portfolio, scheduled
maturities from its  available-for-sale  fixed maturity security portfolio,  and
principal repayment from its mortgage portfolio, as well as a portion of premium
income.

     To provide for additional  liquidity to meet normal  variations in contract
obligations,  the  Company  maintains  cash  and  short-term  investments  and a
significant  portion  (77.7%  at  September  30,  1996)  of its  fixed  maturity
portfolio in investment grade public debt securities.  The Company believes that
its  liquidity  needs  are  adequately  met with the  aforementioned  investment
policies,  combined with the contractual terms of its life insurance and annuity
products.


                                      -9-
<PAGE>

      The Company has entered into several  interest  rate cap  agreements  as a
hedge against rising  interest  rates in its SPDA  investment  portfolio.  As of
September 30, 1996, these agreements  established cap rates ranging from 7.1% to
12.5% on notional principal of $460 million with termination dates through 2001.
The aggregate cost of $3.0 million is being  amortized to net investment  income
over the effective  life of the caps.  These  investments  are reported as fixed
maturity securities and classified as available-for-sale and are carried at fair
value ($1.8  million at  September  30, 1996) with  unrealized  gains and losses
reported in shareholders'  equity.  The Company is exposed to credit loss in the
event of  non-performance by counterparties on the caps. Due to the high quality
rating of the counterparties, the Company does not anticipate non-performance by
any of the  counterparties.  The amount of such  exposure is  approximately  the
unrealized gain in such contracts as interest rates rise.

     The Company does not believe that  inflation  has had a material  effect on
its  consolidated  results of  operations.  The Company  manages its  investment
portfolio  in part to reduce its  exposure to  interest  rate  fluctuations.  In
general, the market value of the Company's fixed maturity portfolio increases or
decreases in inverse  relationship  with fluctuations in interest rates, and the
Company's net investment  income  increases or decreases in direct  relationship
with interest rate changes.  For example,  if interest rates decline (as was the
case in 1995), the Company's fixed maturity investments  generally will increase
in market  value,  while net  investment  income may decrease as fixed  maturity
investments  mature or are sold and proceeds  are  reinvested  at the  declining
rates. If interest rates increase (as was the case in 1994), the Company's fixed
maturity  investments  generally  will  decrease  in  market  value,  while  net
investment income may increase as fixed maturity  investments mature or are sold
and proceeds are reinvested at the increased rates.

     Interest  rate  changes  may  have  temporary   effects  on  the  sale  and
profitability of the universal life and annuity products offered by the Company.
For example, if interest rates rise, competing investments (such as annuities or
life insurance  offered by the Company's  competitors,  certificates of deposit,
mutual funds,  and similar  instruments) may become more attractive to potential
purchasers  of the  Company's  products  until the  Company  increases  the rate
credited to holders of its universal life and annuity  products.  As part of the
Company's  management  of  interest  spreads,  the Company  constantly  monitors
interest  rates with respect to a spectrum of durations  and sells  policies and
annuities that permit flexible responses to interest rate changes.


Part II - Other Information

ITEMS 1, 2, 3 and 4 are either  inapplicable or are answered in the negative and
are omitted pursuant to the instructions to Part II.

ITEM 5 - OTHER INFORMATION

     On November 5, 1996,  A.M.  Best  announced  that it has  reclassified  the
ratings of  Security-Connecticut  Life  Insurance  Company  and its  subsidiary,
Lincoln Security Life Insurance Company from "A+" (Superior) to "A" (Excellent).
SCL is the principal  insurance  operating  subsidiary  of  Security-Connecticut
Corporation.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

  a.) Exhibit 12.01 Calculation of ratios of earnings to fixed charges, Page 12.

  b.) The  Company did not file any reports on Form 8-K  during the three months
      ended September 30, 1996.


                                      -10-
<PAGE>




                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                        SECURITY-CONNECTICUT CORPORATION
                                  (Registrant)


Date: November 5, 1996              /s/Ronald D. Jarvis                    
      -----------------             ---------------------------------------
                                    Ronald D. Jarvis,  Chairman, President
                                    and Chief Executive Officer 
                                    (Principal Executive Officer); Director



Date: November 5, 1996              /s/Robert J. Voight
      -----------------             ---------------------------------------
                                    Robert J. Voight, Executive Vice President,
                                    Financial Management
                                    (Principal Financial Officer)



Date: November 5, 1996              /s/Richard D. Mocarski
      -----------------             ---------------------------------------
                                    Richard D. Mocarski,  Vice President,
                                    Controller and Treasurer
                                    (Principal Accounting Officer)


                                      -11-

<TABLE>
<CAPTION>

                                                                                                    Exhibit 12.01

                CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES

                                       Nine Months
                                          Ended
                                       September 30,                    Year Ended December 31,
                                       -------------  -----------------------------------------------------------
                                            1996         1995        1994        1993(1)     1992(1)     1991(1)
                                         ----------   ----------  ----------   ----------  ---------   ----------
                                                               (thousands of dollars, except ratio data)
<S>                                      <C>          <C>         <C>          <C>         <C>         <C>
Earnings:
Income before federal
   income tax and
   cumulative effects
   of accounting change................. $   42,389   $   36,396  $   37,967   $  40,513   $  32,815   $   39,782
Fixed charges, excluding
   interest on annuities
   and financial products...............      5,331        6,355       5,027       4,434       4,760        6,130
                                         ----------   ----------  ----------   ----------  ---------   ----------

   Earnings, excluding interest
     on annuities and
     financial products.................     47,720       42,751      42,994      44,947      37,575       45,912

Interest on annuities and
   financial products...................     63,952       87,034      75,747      70,785      67,708       59,339
                                         ----------   ----------  ----------   ----------  ---------   ----------
   Earnings............................. $  111,672   $  129,785  $  118,741   $ 115,732   $ 105,283   $  105,251
                                         ==========   ==========  ==========   =========   =========   ==========

Fixed Charges:
Interest expense on debt................ $    3,913   $    4,495  $    3,208   $   2,641   $   2,990   $    4,381
Interest component of
   rent expense.........................      1,418        1,860       1,819       1,793       1,770        1,749
                                         ----------   ----------  ----------   ----------  ---------   ----------
   Fixed charges, excluding
     interest on annuities and
     financial products.................      5,331        6,355       5,027       4,434       4,760        6,130

Interest on annuities and
   financial products...................     63,952       87,034      75,747      70,785      67,708       59,339
                                         ----------   ----------  ----------   ----------  ---------   ----------
   Fixed charges........................ $   69,283   $   93,389  $   80,774   $  75,219   $  72,468   $   65,469
                                         ==========   ==========  ==========   =========   =========   ==========

Ratios of Earnings to Fixed Charges:
Excluding interest on annuities
   and financial products (2)...........       8.95         6.73        8.55       10.14        7.89        7.49

Including interest on annuities
   and financial products (3)...........       1.61         1.39        1.47        1.54        1.45        1.61

<FN>
(1)   The amounts  reported are  pro-forma  and assume the $65 million Term Note
      was  outstanding  in years  1993-1991,  at LIBOR plus .75%,  as more fully
      described in the  Company's  financial  statements  included in its Annual
      Report on Form 10-K, for the year ended December 31, 1995.

(2)   This  ratio  is  comprised  of the  relationship  of  "earnings  excluding
      interest on annuities and financial  products" to "fixed charges excluding
      interest on annuities and financial products" as disclosed above.

(3)   This  ratio  is comprised  of the  relationship of  "earnings"  to  "fixed
      charges" as disclosed above.
</FN>
</TABLE>

                                      -12-


<TABLE> <S> <C>


<ARTICLE>                                           7
<LEGEND>
     This schedule  contains summary  financial  information  extracted from the
financial statements for the nine month period ended September 30, 1996 as filed
on Form 10-Q and is qualified in its entirety by reference to such Form 10-Q.

</LEGEND>
<CIK>                         0000913601
<NAME>                        Security-Connecticut Corporation
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   SEP-30-1996
<DEBT-HELD-FOR-SALE>                           1,541,987,000
<DEBT-CARRYING-VALUE>                                      0
<DEBT-MARKET-VALUE>                                        0
<EQUITIES>                                         1,545,000
<MORTGAGE>                                       133,277,000
<REAL-ESTATE>                                              0
<TOTAL-INVEST>                                 1,757,821,000
<CASH>                                            41,923,000
<RECOVER-REINSURE>                                41,044,000
<DEFERRED-ACQUISITION>                           393,158,000
<TOTAL-ASSETS>                                 2,321,029,000
<POLICY-LOSSES>                                1,727,787,000
<UNEARNED-PREMIUMS>                                        0
<POLICY-OTHER>                                             0
<POLICY-HOLDER-FUNDS>                             58,575,000
<NOTES-PAYABLE>                                   75,000,000
                                      0
                                                0
<COMMON>                                              86,000
<OTHER-SE>                                       341,246,000
<TOTAL-LIABILITY-AND-EQUITY>                   2,321,029,000
                                       147,532,000
<INVESTMENT-INCOME>                              101,592,000
<INVESTMENT-GAINS>                                 7,907,000
<OTHER-INCOME>                                       753,000
<BENEFITS>                                       145,387,000
<UNDERWRITING-AMORTIZATION>                       28,167,000
<UNDERWRITING-OTHER>                              46,321,000
<INCOME-PRETAX>                                   42,389,000
<INCOME-TAX>                                      14,312,000
<INCOME-CONTINUING>                               28,077,000
<DISCONTINUED>                                             0
<EXTRAORDINARY>                                            0
<CHANGES>                                                  0
<NET-INCOME>                                      28,077,000
<EPS-PRIMARY>                                           3.26
<EPS-DILUTED>                                           3.26
<RESERVE-OPEN>                                             0
<PROVISION-CURRENT>                                        0
<PROVISION-PRIOR>                                          0
<PAYMENTS-CURRENT>                                         0
<PAYMENTS-PRIOR>                                           0
<RESERVE-CLOSE>                                            0
<CUMULATIVE-DEFICIENCY>                                    0
        


</TABLE>


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