SECURITY CONNECTICUT CORP
10-Q, 1996-08-06
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 June 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 8,556,204 shares  outstanding of the Registrant's  Common Stock, $.01
par value, as of August 2, 1996.

The exhibit index to this report is located on page 11.

                                  Page 1 of 13

==============================================================================


<PAGE>


                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----

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

Item 1  Financial Statements (Unaudited)

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

        Consolidated Statements of Income -
         Three and six Months Ended June 30, 1996 and 1995.................  4

        Consolidated Statements of Cash Flows -
         Six Months Ended June 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 4  Submission of Matters to a vote of Security Holders................ 11

Item 6  Exhibits and Reports on Form 8-K................................... 11

        Signatures......................................................... 12



                                      -2-
<PAGE>

<TABLE>
<CAPTION>

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

                                                       (Unaudited)
                                                         June 30,   December 31,
                                                           1996         1995
                                                       ------------ ------------
<S>                                                    <C>          <C>
ASSETS
  Investments:
    Securities available-for-sale at fair value:
      Fixed maturity securities (cost:1996-$1,534,298;
        1995-$1,469,970)                               $  1,545,822 $  1,564,576
      Equity securities (cost:1996-$463; 1995-$3,435)           510        6,331
  Mortgage loans on real estate                             138,817      145,080
  Policy loans                                               74,253       73,916
  Other invested assets                                       6,529        6,221
                                                       ------------ ------------
    Total investments                                     1,765,931    1,796,124
  Cash and invested cash                                     21,064       29,753
  Deferred policy acquisition costs                         388,060      335,821
  Premiums and fees receivable                                7,856        5,871
  Accrued investment income                                  30,105       28,710
  Goodwill                                                   21,105       21,557
  Property and equipment                                      8,930        9,455
  Acquired insurance in-force                                 8,625        8,966
  Amounts recoverable from reinsurers                        36,953       34,974
  Other assets                                                9,815       10,188
                                                       ------------ ------------
    Total assets                                       $  2,298,444 $  2,281,419
                                                       ============ ============
LIABILITIES
  Future policy benefits and claims                    $  1,714,319 $  1,682,364
  Contractholder funds                                       57,197       49,978
  Long-term debt                                             75,000       65,000
  Federal income taxes payable                               19,114       38,178
  Dividends payable                                           1,026        1,066
  Accrued expenses and other liabilities                     89,054       87,470
  Deferred gain on sale/leasebacks                            1,284        1,334
  Participating department equity                             7,895        7,667
                                                       ------------ ------------
    Total liabilities                                     1,964,889    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-1996-8,553,685
    shares; 1995-8,556,903 shares                                86           86
  Paid-in capital                                            82,423       82,405
  Deferred compensation                                                     (379)
  Net unrealized gains on securities available-for-sale       2,947       35,748
  Retained earnings                                         248,099      230,502
                                                       ------------ ------------
    Total shareholders' equity                              333,555      348,362
                                                       ------------ ------------
    Total liabilities and shareholders' equity         $  2,298,444 $  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             Six Months ended
                                    --------------------------    -------------------------
                                             June 30,                      June 30,
                                    --------------------------    -------------------------
                                       1996           1995            1996          1995
                                    -----------    -----------    -----------   -----------
<S>                                 <C>            <C>            <C>           <C>
REVENUE
  Premiums                          $    15,061    $    16,909    $    29,103   $    35,053
  Insurance fees                         34,658         31,055         68,558        61,722
  Net investment income                  34,003         33,410         67,536        65,040
  Realized gains on investments           3,244          1,917          7,379           548
  Other                                     122            110            281           835
                                    -----------    -----------    -----------   -----------
    Total revenue                        87,088         83,401        172,857       163,198

BENEFITS AND EXPENSES
  Benefits and reserves                  46,949         50,766         96,374       104,963
  Insurance and other expenses           24,022         20,535         46,140        40,857
  Participating department gain              30            (30)           228            34
                                    -----------    -----------    -----------   -----------
    Total benefits and expenses          71,001         71,271        142,742       145,854

Income before federal income taxes       16,087         12,130         30,115        17,344

Federal income taxes                      5,625          4,125         10,440         5,830
                                    -----------    -----------    -----------   -----------

NET INCOME                          $    10,462    $     8,005    $    19,675   $    11,514
                                    ===========    ===========    ===========   ===========



EARNINGS PER COMMON SHARE           $      1.21    $      0.93    $      2.29   $      1.34
                                    ===========    ===========    ===========   ===========


DIVIDENDS DECLARED PER
  COMMON SHARE                      $      0.12    $      0.12    $      0.24   $      0.24
                                    ===========    ===========    ===========   ===========


Common stock and equivalents          8,614,340      8,584,348      8,605,188     8,580,719




<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)
                                                                Six Months ended June 30,
                                                                ------------------------
                                                                    1996        1995
                                                                -----------  -----------
<S>                                                             <C>          <C>
OPERATING ACTIVITIES
Net income                                                      $    19,675  $    11,514
Adjustments to reconcile net income to net cash used:
   Deferred policy acquisition costs:
     Amortization                                                    19,844       18,056
     Deferral                                                       (32,773)     (34,436)
   Increase in accrued investment income                             (1,395)      (2,144)
   Decrease in policy liabilities and contractholder funds          (37,330)     (25,339)
   Decrease in federal income taxes                                  (1,402)      (3,270)
   Net amortization of acquired insurance in-force and goodwill         793          815
   Increase in participating department equity                          228           34
   Decrease (increase) in amounts recoverable from reinsurers        (1,979)      10,439
   Increase in premiums and fees receivable                          (1,985)        (619)
   Realized gain on investments                                      (7,379)        (548)
   Other                                                              3,549       (2,055)
                                                                -----------  -----------
Net cash used in operating activities                               (40,154)     (27,553)

INVESTING ACTIVITIES
Fixed maturity securities available-for-sale:
  Purchases                                                        (231,440)    (171,981)
  Sales                                                             125,175       64,215
  Maturities                                                         45,794       25,644
Equity securities:
  Purchases                                                            (706)        (143)
  Sales                                                               7,115
Purchases of other investments                                         (847)      (2,409)
Sale or maturity of other investments                                 7,209        9,190
Other                                                                (1,214)       7,345
                                                                -----------  -----------
Net cash used in investing activities                               (48,914)     (68,139)

FINANCING ACTIVITIES
Universal life and investment contract deposits                     123,768      123,185
Universal life and investment contract withdrawals                  (51,668)     (33,246)
Issuance of long-term debt                                           75,000
Repayment of long-term debt                                         (65,000)
Dividends to shareholders                                            (2,054)      (2,051)
Issuance of common stock                                                123          200
Acquisition of treasury stock                                          (129)
Other cash provided                                                     339          185
                                                                -----------  -----------
Net cash provided by financing activities                            80,379       88,273
                                                                -----------  -----------

Net decrease in cash and invested cash                               (8,689)      (7,419)

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

Cash and invested cash at end of period                         $    21,064  $    18,919
                                                                ===========  ===========




<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 six month period ended June 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 will be payable  semi-annually  in arrears on March 1 and
September 1 of each year, commencing 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;  oral  argument is scheduled for August 96.  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

Six Months Ended June 30, 1996 compared to Six Months Ended June 30, 1995.

     Premiums - Premiums decreased $5.9 million, or 17.0%, from $35.1 million in
1995 to $29.1 million in 1996 due  principally  to a decrease in single  premium
immediate  annuity  premiums of $6.4  million and an increase in ceded  premiums
under various  reinsurance  agreements of $7.7 million,  partially  offset by an
increase  in term  insurance  premiums of $3.9  million and assumed  reinsurance
premiums of $5.0 million.

     The Company's  first year  annualized  life premiums on new individual life
insurance  sales for 1996  increased $4.6 million or 20.1% to $27.2 million from
$22.6 million in 1995 primarily as a result of an increase in term and universal
life sales. Annualized annuity sales decreased $28.7 million or 51.3% from $55.9
million in 1995 to $27.2  million in 1996 due primarily to the low interest rate
environment,  flat yield  curve,  and the  Company's  decision to  maintain  its
pricing structure on such products.

     Insurance  Fees - Insurance fees  increased  $6.8 million,  or 11.1%,  from
$61.7 million in 1995 to $68.5 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 $2.5 million,  or
3.8%,  from $65.0  million in 1995 to $67.5  million in 1996.  This reflects the
increase in the amount of invested  assets offset by a lower  effective yield on
such assets.  The effective  yield on invested assets was 7.7% for 1996 compared
with 8.0% for 1995.

     Realized Gains on Investments - Net realized gains on investments were $7.4
million in 1996  compared  with $0.5  million  in 1995.  The 1996 gains were the
result  of net  realized  capital  gains  of  $8.2  million  from  the  sale  of
investments  offset by  increases  in the reserve for losses of $0.2 million and
deferred policy acquisition costs ("DAC") associated with realized gains of $0.6
million.  The 1995 gains were the result of net realized  gains from the sale of
investments  of $2.7  million  offset by  increases in the reserve for losses of
$1.8 million and DAC associated with realized gains of $0.4 million.

     Benefits and Reserves - Benefits and reserves  decreased  $8.6 million,  or
8.2%,  from $105.0  million in 1995 to $96.4  million in 1996.  Life and annuity
benefits  decreased $3.8 million,  or 7.4%,  from $50.5 million in 1995 to $46.7
million in 1996.  The Company's  life claim  experience for 1996 was better than
plan by $1.4  million,  or  approximately  $0.11  per  share,  after tax and was
approximately  $5.1  million  less than  1995.  Policy  reserves  and other fund
deposits  decreased  $5.0 million from $10.3  million in 1995 to $5.3 million in
1996 due primarily to decreased single premium annuity sales.

     Insurance and Other Expenses - Insurance and other expenses  increased $5.3
million,  or  12.9%,  from  $40.8  million  in 1995 to  $46.1  million  in 1996.
Commissions, net of deferral, and amortization of DAC increased $2.2 million, or
14.7%,  from $14.8  million in 1995 to $17.0  million in 1996  primarily  due to
increased amortization on annuity business in-force.  General administrative and
other operating costs, net of DAC, increased $3.1 million,  or 11.9%, from $26.0
million in 1995 to $29.1  million in 1996  primarily due to higher staff related
expenses  as a  result  of a growth  in  sales  and  increased  data  processing
expenses.

     Federal  Income Taxes - Federal  income taxes  increased  $4.6 million from
$5.8 million in 1995 to $10.4 million in 1996.  This was primarily due to higher
pre-tax  income.  The  effective tax rate was 34.7% in 1996 compared to 33.6% in
1995.


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

     Premiums - Premiums decreased $1.8 million, or 10.9%, from $16.9 million in
1995 to $15.1 million in 1996 due  principally  to a decrease in single  premium
immediate  annuity  premiums of $3.2  million and an increase in ceded  premiums
under various  reinsurance  agreements of $3.8 million,  partially  offset by an
increase  in term  insurance  premiums of $1.9  million and assumed  reinsurance
premiums of $2.6 million.

     The Company's  first year  annualized  life premiums on new life  insurance
sales for individual life insurance increased $2.2 million, or 19.4%, from $11.6
million in 1995 to $13.8  million in 1996.  This was  primarily the result of an
increase in term and universal life sales.  Annualized  annuity sales  decreased
$12.1 million, or 45.9%, from $26.3 million in 1995 to $14.2 million in 1996 due
primarily  to the low  interest  rate  environment,  flat yield  curve,  and the
Company's decision to maintain its pricing structure on such products.

     Insurance  Fees - Insurance fees  increased  $3.6 million,  or 11.6%,  from
$31.1 million in 1995 to $34.7 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 $0.6 million,  or
1.8%,  from $33.4  million in 1995 to $34.0  million in 1996.  This reflects the
growth in invested assets offset by a lower effective yield on such assets.  The
effective  yield on  invested  assets was 7.7% for 1996  compared  with 8.1% for
1995.

     Realized Gains on Investments - Net realized gains on investments were $3.3
million  in 1996  compared  with $1.9  million  in 1995.  In 1996,  the  Company
realized a net gain of $3.3 million resulting from the sale of investments.  The
1995 gains were the result of net  realized  capital  gains of $2.3 million from
the sale of  investments,  offset by  increases  in reserves  for losses of $0.3
million and DAC associated with realized gains of $0.1 million.

     Benefits and Reserves - Benefits and reserves  decreased  $3.8 million,  or
7.5%,  from $50.8  million in 1995 to $47.0  million in 1996.  Life and  annuity
benefits  decreased $3.8 million,  or 15.1%, from $24.9 million in 1995 to $21.1
million in 1996. The Company's life claim  experience for 1996 was below plan by
$2.3 million,  or approximately $0.17 per share, after tax and $2.4 million less
than the same period in 1995.

     Insurance and Other Expenses - Insurance and other expenses  increased $3.5
million,  or  17.0%,  from  $20.5  million  in 1995 to  $24.0  million  in 1996.
Commissions, net of deferral, and amortization of DAC increased $1.0 million, or
13.9%, from $7.5 million in 1995 to $8.5 million in 1996. General administrative
and other operating costs,  net of deferral and  amortization of DAC,  increased
$2.5  million,  or 18.7%,  from $13.0  million in 1995 to $15.5  million in 1996
primarily due to an increase in staff  related  expenses as a result of a growth
in sales and higher legal costs.

     Federal  Income Taxes - Federal  income taxes  increased  $1.5 million from
$4.1 million in 1995 to $5.6 million in 1996 due to higher pre-tax earnings. The
effective tax rate was 35.0% for 1996 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.


                                      -9-
<PAGE>

     To provide for additional  liquidity to meet normal  variations in contract
obligations,  the Company maintains cash and short-term investments, a revolving
credit facility and a significant  portion (77.4% at June 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.

     The Company has entered  into several  interest  rate cap  agreements  as a
hedge against rising interest rates in its SPDA investment portfolio. As of June
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 June 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 5 are either  inapplicable or are answered in the negative and
are omitted pursuant to the instructions to Part II.


                                      -10-
<PAGE>

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The 1996  Annual  Meeting of the  Shareholders  of the  Company was held on
Thursday,  May 16, 1996. At such meeting, the following individuals were elected
to serve, and consented to so serve, as Class III directors of the Company (with
a term  expiring  in  1999):  Mr.  Daniel  E.  Flynn  and Mr.  John E.  Silliman
(7,744,901 shares voted for; 5,630 shares voted against;  no shares abstaining).
Messrs.  Ronald D.  Jarvis  and  Harvey S.  Levenson  will  continue  as Class I
directors  of the Company  until their terms expire in 1997.  J. Michael  Divney
will  continue as a Class II director of the Company  until his term  expires in
1998. In addition,  the Company's shareholders ratified the appointment of Ernst
& Young LLP as  independent  public  accountants  for the Company for its fiscal
year ending  December 31, 1996  (7,737,252  shares voted for; 6,373 shares voted
against; 6,905 shares abstaining, 1 share no vote).



ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     a.) Exhibit 12.01 Calculation of ratios of earnings to fixed charges,  Page
         13.

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


                                      -11-
<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: August 6, 1996                /s/Ronald D. Jarvis                    
      -----------------             ---------------------------------------
                                    Ronald D. Jarvis,  Chairman, President
                                    and Chief Executive Officer 
                                    (Principal Executive Officer); Director



Date: August 6, 1996                /s/Robert J. Voight
      -----------------             ---------------------------------------
                                    Robert J. Voight, Senior Vice President,
                                    Financial Management
                                    (Principal Financial Officer)



Date: August 6, 1996                /s/Richard D. Mocarski
      -----------------             ---------------------------------------
                                    Richard D. Mocarski,  Vice President,
                                    Controller and Treasurer
                                    (Principal Accounting Officer)


                                      -12-

<TABLE>
<CAPTION>
                                                                  Exhibit 12.01

                CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES


                                      Six Months
                                        Ended
                                       June 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                $  30,115  $  36,396  $  37,967  $  40,513  $  32,815  $  39,782
Fixed charges, excluding
  interest on annuities
  and financial products                  3,489      6,355      5,027      4,434      4,760      6,130
                                      ---------  ---------  ---------  ---------  ---------  ---------

   Earnings, excluding interest
     on annuities and
     financial products                  33,604     42,751     42,994     44,947     37,575     45,912

Interest on annuities and
  financial products                     42,847     87,034     75,747     70,785     67,708     59,339
                                      ---------  ---------  ---------  ---------  ---------  ---------
  Earnings                            $  76,451  $ 129,785  $ 118,741  $ 115,732  $ 105,283  $ 105,251
                                      =========  =========  =========  =========  =========  =========

Fixed Charges:
Interest expense on debt              $   2,546  $   4,495  $   3,208  $   2,641  $   2,990  $   4,381
Interest component of
  rent expense                              943      1,860      1,819      1,793      1,770      1,749
                                      ---------  ---------  ---------  ---------  ---------  ---------
  Fixed charges, excluding
    interest on annuities and
    financial products                    3,489      6,355      5,027      4,434      4,760      6,130

Interest on annuities and
  financial products                     42,847     87,034     75,747     70,785     67,708     59,339
                                      ---------  ---------  ---------  ---------  ---------  ---------
  Fixed charges                       $  46,336  $  93,389  $  80,774  $  75,219  $  72,468  $  65,469
                                      =========  =========  =========  =========  =========  =========

Ratios of Earnings to Fixed Charges:
Excluding interest on annuities
  and financial products (2)               9.63       6.73       8.55      10.14       7.89        7.49

Including interest on annuities
  and financial products (3)               1.65       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>

                                      -13-

<TABLE> <S> <C>


<ARTICLE>                                           7
<LEGEND>
This  schedule  contains  summary  financial   information  extracted  from  the
financial  statements  for the six month  period ended June 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>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   JUN-30-1996
<DEBT-HELD-FOR-SALE>                           1,545,822,000
<DEBT-CARRYING-VALUE>                                      0
<DEBT-MARKET-VALUE>                                        0
<EQUITIES>                                           510,000
<MORTGAGE>                                       138,817,000
<REAL-ESTATE>                                              0
<TOTAL-INVEST>                                 1,765,931,000
<CASH>                                            21,064,000
<RECOVER-REINSURE>                                36,953,000
<DEFERRED-ACQUISITION>                           388,060,000
<TOTAL-ASSETS>                                 2,298,444,000
<POLICY-LOSSES>                                1,714,319,000
<UNEARNED-PREMIUMS>                                        0
<POLICY-OTHER>                                             0
<POLICY-HOLDER-FUNDS>                             57,197,000
<NOTES-PAYABLE>                                   75,000,000
                                      0
                                                0
<COMMON>                                              86,000
<OTHER-SE>                                       333,469,000
<TOTAL-LIABILITY-AND-EQUITY>                   2,298,444,000
                                        97,661,000
<INVESTMENT-INCOME>                               67,536,000
<INVESTMENT-GAINS>                                 7,379,000
<OTHER-INCOME>                                       281,000
<BENEFITS>                                        96,374,000
<UNDERWRITING-AMORTIZATION>                       19,844,000
<UNDERWRITING-OTHER>                              26,296,000
<INCOME-PRETAX>                                   30,115,000
<INCOME-TAX>                                      10,440,000
<INCOME-CONTINUING>                               19,675,000
<DISCONTINUED>                                             0
<EXTRAORDINARY>                                            0
<CHANGES>                                                  0
<NET-INCOME>                                      19,675,000
<EPS-PRIMARY>                                           2.29
<EPS-DILUTED>                                           2.29
<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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