<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities and Exchange Act of 1934
For Quarter Ended Commission File No.
September 30, 1995 0-8403
LAURENTIAN CAPITAL CORPORATION
Delaware 59-1611314
(State of Incorporation) (I.R.S. Employer
Identification Number)
640 Lee Road
Wayne, Pennsylvania 19087
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number,
including area code (610) 889-7400
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 and 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
Number of shares outstanding of the Registrant's Common Stock as of November 10,
1995:
Common stock, $0.05 Par Value - 7,587,398
Page 1 of 19
Exhibit Index Page 17
<PAGE>
<TABLE>
<CAPTION>
LAURENTIAN CAPITAL CORPORATION
CONTENTS
<S> <C>
Page(s)
Consolidated Balance Sheets as at September 30, 1995
(Unaudited) and December 31, 1994 . . . . . . . . . . . 3-4
Consolidated Statements of Operations (Unaudited) for the
Nine Months and Quarter Ended September 30, 1995 and 1994.. . 5
Consolidated Statements of Cash Flows (Unaudited) for the
Nine Months Ended September 30, 1995 and 1994. . . . . . . 6
Notes to Interim Consolidated Financial Statements
(Unaudited) . . . . . . . . . . . . . . . . . . . . 7-8
Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . 9-13
Part II - Other Information. . . . . . . . . . . . . . . . . 14-15
Signature . . . . . . . . . . . . . . . . . . . . .. . . . 16
Exhibit Index . . . . . . . . . . . . . . . . . . .. . . . 17
Exhibit 11 - Computation of Per Share Earnings . . . . . . . . . 18
Exhibit 27 - Financial Data Schedule . . . . . . . . . . . . . 19
</TABLE>
<PAGE>
<TABLE>
LAURENTIAN CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)
<CAPTION>
September 30, December 31,
1995 1994
(Unaudited)
<S> <C> <C>
ASSETS
Investments:
Fixed maturities held to maturity, at
amortized cost (market, 1995- $264,554;
1994 - $243,191) ....................... $ 266,889 $ 273,418
Fixed maturities available for sale, at
market (amortized cost, 1995 - $204,594;
1994 - $234,537) ....................... 206,786 218,645
Equity securities, at market (cost,
1995 - $8,165; 1994 - $11,313) ......... 8,333 10,638
Mortgage loans on real estate ............ 18,739 21,420
Investment real estate ................... 3,549 4,489
Policy loans ............................. 49,819 50,600
Short-term investments ................... 41,859 1,616
--------- ---------
TOTAL INVESTMENTS .................. 595,974 580,826
Cash ....................................... 52,426 20,250
Accounts, notes and premiums receivable .... 6,801 5,379
Reinsurance receivables .................... 72,203 92,170
Accrued investment income .................. 5,885 6,190
Deferred policy acquisition costs .......... 77,757 74,085
Costs in excess of net assets of business
acquired ................................. 7,140 7,362
Property and equipment, net ................ 10,639 11,738
Other assets ............................... 3,553 3,535
Assets held in separate accounts ........... 234,806 226,351
-------- --------
TOTAL ASSETS ....................... $1,067,184 $1,027,886
========= ==========
</TABLE>
<PAGE>
<TABLE>
LAURENTIAN CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)
<CAPTION>
September 30, December 31,
1995 1994
------------- ------------
(Unaudited)
<S> <C> <C>
LIABILITIES
Policy liabilities and accruals:
Future policy benefits ............................................ $ 450,788 $ 436,318
Unearned premiums ................................................. 1,671 1,710
Other policy claims and benefits payable .......................... 11,676 12,033
----------- -----------
Total policy liabilities and accruals ............................... 464,135 450,061
Other policyholders' funds .......................................... 174,009 179,143
Debt ................................................................ 45,000 45,000
Other liabilities ................................................... 17,290 17,289
Current income taxes ................................................ 107 241
Deferred income taxes ............................................... 14,511 7,711
Liabilities related to separate accounts ............................ 234,806 226,351
----------- -----------
TOTAL LIABILITIES .............................................. 949,858 925,796
----------- -----------
Commitments and contingent liabilities
Redeemable preferred stock, Series A Convertible,
$.01 par value, at redemption value
Shares authorized: 5 million
Shares issued: 57,767
Outstanding: 1995 - 0; 1994 - 32,939 ............................ 0 3,294
---------- ----------
STOCKHOLDERS' EQUITY
Common stock, $.05 par value
Shares authorized: 20 million
Shares issued: 8,111,496 ......................................... 406 406
Capital in excess of par value ...................................... 59,127 59,127
Net unrealized appreciation (depreciation) of
securities, net of tax (1995 - $802; 1994 - ($5,633)) ............. 1,547 (10,934)
Treasury stock, at cost
(shares: 524,098) ................................................ (2,656) (2,656)
Retained earnings ................................................... 58,902 52,853
----------- -----------
TOTAL STOCKHOLDERS' EQUITY ..................................... 117,326 98,796
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ................. $ 1,067,184 $ 1,027,886
=========== ===========
</TABLE>
<PAGE>
<TABLE>
LAURENTIAN CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
<CAPTION>
Nine Months Ended September 30, Quarter Ended September 30,
1995 1994 1995 1994
------ ------- ------ ------
<S> <C> <C> <C> <C>
Revenues:
Premiums $ 70,839 $ 63,455 $ 23,166 $ 22,802
Net investment income 35,044 33,398 11,807 11,439
Realized investment gains 2,577 2,467 150 87
Other revenue 3,698 3,103 1,184 1,447
-------- -------- -------- --------
Total revenues 112,158 102,423 36,307 35,775
-------- -------- --------- --------
Benefits and expenses:
Benefits and settlement expenses 66,911 59,321 21,082 21,222
Amortization of deferred
policy acquisition costs 10,453 10,829 3,654 4,144
Insurance and other expenses 25,302 22,810 8,176 7,255
Total benefits and expenses 102,666 92,960 32,912 32,621
Income before income taxes 9,492 9,463 3,395 3,154
Income tax expense:
Current 2,873 500 1,738 300
Deferred 354 1,960 (592) 457
-------- -------- -------- --------
3,227 2,460 1,146 757
-------- -------- -------- --------
NET INCOME $ 6,265 $ 7,003 $ 2,249 $ 2,397
======== ======== ======== ========
Net income available to
common shareholders:
Net income $ 6,265 $ 7,003 $ 2,249 $ 2,397
Less: dividends paid on
preferred stock 115 178 13 51
-------- -------- -------- --------
Net income attributable
to common shareholders $ 6,150 $ 6,825 $ 2,236 $ 2,346
======== ======== ======== ========
Earnings per share $ 0.81 $ 0.90 $ 0.29 $ 0.31
======== ======== ======== ========
Weighted average shares
outstanding (in thousands) 7,587 7,578 7,587 7,594
======== ======== ======== ========
</TABLE>
<PAGE>
<TABLE>
LAURENTIAN CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<CAPTION>
Nine Months Ended September 30,
1995 1994
----------- -------------------
<S> <C> <C>
Cash flow from operations:
Net income $ 6,265 $ 7,003
Adjustments to reconcile net income
to net cash provided by operating activities:
Deferred income taxes 354 1,961
Increase in policy liabilities and accruals,
policyholders' funds and income taxes 27,684 16,248
Decrease in accrued investment income and
accounts and notes receivable (317) (53)
Decrease (increase) in accrued expense and
other liabilities 319 (785)
Amortization of deferred policy acquisition costs 10,790 10,829
Policy acquisition costs deferred (14,463) (11,151)
Depreciation expense 1,010 1,106
Amortization of goodwill 236 200
Realized gains on investments (2,577) (2,467)
Other reconciling adjustments, net (4,064) (1,163)
-------- --------
Net cash provided by operating activities 25,237 21,728
-------- --------
Cash flow from investing activities:
Sale of fixed maturities available for sale 84,411 993
Sale of fixed maturities held to maturity 26,639 0
Sale of other investments 7,732 14,734
Maturity or repayment of investments 21,127 72,962
Purchases of fixed maturities available for sale (58,139) (63,071)
Purchases of fixed maturities held to maturity (26,513) (34,641)
Purchases of other investments (4,319) (12,263)
Purchases (disposals) of property and equipment (227) (1,065)
Net (increase) decrease in short-term investments (40,243) 9,489
Other, net (20) 0
-------- --------
Net cash provided by investing activities 10,448 (12,862)
-------- --------
Cash flow from financing activities:
Proceeds from borrowing 0 45,000
Repayment of debt 0 (54,822)
Sale of treasury shares 0 282
Dividends to preferred shareholders (215) (253)
Redemption of preferred stock (3,294) (859)
Other financing activities, net 0 0
-------- ---------
Net cash (used in) financing activities (3,509) (10,652)
-------- ---------
Net increase in cash 32,176 (1,786)
Cash at beginning of period 20,250 8,722
-------- ---------
Cash at end of period $ 52,426 $ 6,936
======== =========
Supplemental disclosure of cash flow information:
Cash paid for interest expense $ 2,567 $ 2,746
Cash paid for federal income taxes 3,007 478
</TABLE>
<PAGE>
LAURENTIAN CAPITAL CORPORATION
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION:
The Interim Consolidated Financial Statements should be read in conjunction with
the following notes and with the Notes to the Consolidated Financial Statements
included in the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994. In the opinion of management, the financial statements
contain all adjustments (consisting only of normal recurring adjustments)
necessary to present fairly the financial position as of September 30, 1995 and
the results of operations and statements of cash flows for the three month and
nine month periods ended September 30, 1995 and 1994.
The consolidated financial statements include, after intercompany eliminations,
Laurentian Capital Corporation (individually or collectively with its
subsidiaries, the "Company"), and its wholly-owned subsidiaries Loyal American
Life Insurance Company ("Loyal"), Prairie States Life Insurance Company
("Prairie"), and Rushmore National Life Insurance Company ("Rushmore").
The results of operations for the nine month period ended September 30, 1995 are
not necessarily indicative of the results to be expected for the full year.
Certain prior year information has been reclassified to conform with the current
year's presentation.
NOTE 2 - PENDING MERGER AGREEMENT:
On May 26, 1995, the Company and American Annuity Group, Inc. (AAG) jointly
announced that they had executed a definitive agreement by which AAG will
acquire by merger the Company for an aggregate consideration of $105.6 million
in cash, and will repay approximately $45 million of the Company's debt. AAG
will pay $13.875 per share for all of the more than 80% of the Company's shares
beneficially owned by Desjardins Laurentian Financial Corporation and $14.125
for all remaining Company shares.
The Company's stockholders approved the Agreement and Plan of Merger at a
Special Meeting of stockholders on September 26, 1995. Regulatory hearings were
held on August 24th before the Alabama Department of Insurance, November 8th
before the Montana Department of Insurance and November 9th before the South
Dakota Division of Insurance. Regulatory approvals have been received and
closing of the transaction will take place as soon as practicable.
Pursuant to the Merger Agreement, all outstanding shares of the Company's Series
A Cumulative Convertible Preferred Stock were redeemed on August 14, 1995.
<PAGE>
LAURENTIAN CAPITAL CORPORATION
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 3 - INVESTMENTS:
The Company's fixed maturity investments include $2.3 million at amortized cost,
less permanent impairments, rated below investment grade as of September 30,
1995. These investments had an associated market value of $2.4 million. As of
December 31, 1994, $3.4 million at amortized cost, less permanent impairments,
with an associated market value of $3.1 million were rated as below investment
grade. Most of these securities have been evaluated by the National Association
of Insurance Commissioners and found to be suitable for reporting at book value
for statutory reporting purposes. No material effect is expected from these
holdings on the Company's financial condition or the results of operations. The
Company's investment strategy is to hold fixed income instruments to maturity
and to recognize permanent impairments on those investments where reduction in
amounts to be received at maturity is likely.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Pending Merger Agreement
On May 26, 1995, the Company and American Annuity Group, Inc. (AAG) jointly
announced that they had executed a definitive agreement by which AAG will
acquire by merger the Company for an aggregate consideration of $105.6 million
in cash, and will repay approximately $45 million of the Company's debt. AAG
will pay $13.875 per share for all of the more than 80% of the Company's shares
beneficially owned by Desjardins Laurentian Financial Corporation and $14.125
for all remaining Company shares.
The Company's shareholders approved the Agreement and Plan of Merger and
the Plan of Merger at a Special meeting of shareholders on September 26, 1995.
Regulatory hearings were held on August 24th with the Alabama Department of
Insurance, November 8th with the Montana Department of Insurance and November
9th with the South Dakota Division of Insurance. Regulatory approvals have been
received and closing of the transaction will take place as soon as practicable.
Premium Income
The following table sets forth for the periods shown the amount of premium
income for the Company, and the percentage change from the corresponding
prior-year period:
<TABLE>
<CAPTION>
Nine Months Ended Quarter Ended
September 30 September 30
----------------- -------------
(Dollars in thousands)
<S> <C> <C>
1995 amount $70,839 $23,166
1994 amount 63,455 22,802
Percentage increase 11.6% 1.6%
</TABLE>
For the nine months and quarter ended September 30, 1995, the increase in
premium income, as compared to the corresponding period in 1994, was due to
increased single premium life insurance sales at Prairie, higher levels of
accident and health insurance sales at Loyal and improved persistency at both
companies.
<PAGE>
Net Investment Income, Realized Investment Gains and Other Revenue
The following table sets forth for the periods shown the amount of net
investment income, realized investment gains and other revenue and the
percentage change from the corresponding prior-year period:
<TABLE>
<CAPTION>
Nine Months Ended Quarter Ended
September 30 September 30
----------------- -------------
(Dollars in thousands)
<S> <C> <C>
1995 amount $41,319 $13,141
1994 amount 38,968 12,973
Percentage increase 6.0% 1.3%
</TABLE>
For the nine months and quarter ended September 30, 1995, the increase in net
investment income, realized investment gains and other revenue in 1995, as
compared to 1994, were primarily due to increases in net investment income and
other revenue. The increase in net investment income reflects the improving
portfolio yield as funds invested during the fourth quarter of 1994 and the
first nine months of 1995 were invested at higher rates than the portfolio
yield. An increase in invested assets also contributed to higher investment
income.
Benefits & Expenses
The following table sets forth for the periods shown the benefits and expenses
incurred by the Company as a percentage of premium income:
<TABLE>
<CAPTION>
Nine Months Ended Quarter Ended
September 30 September 30
----------------- -------------
Benefits Expenses Benefits Expenses
-------- -------- -------- --------
<S> <C> <C> <C> <C>
1995 94.5% 50.5% 91.0% 51.1%
1994 93.5% 53.0% 93.1% 50.0%
</TABLE>
For the nine months and quarter ended September 30, 1995, benefits increased by
$7.6 million and decreased by $0.1 million, respectively. The increase in the
benefit ratios for the nine month period reflects the higher level of single
premium life insurance sales at Prairie that have a high initial benefit
reserve. In addition, improved accident and health sales at Loyal also
contributed to a high benefits ratio as the initial benefit reserve is a high
percentage of initial premium collected.
For the nine months and quarter ended September 30, 1995, expenses increased as
compared to the prior year by $2.1 million and $0.4 million, respectively. The
increase was due primarily to expenses associated with the pending merger with
American Annuity Group. General and administrative expenses increased $2.1
million for the nine month period in 1995 as compared to the prior year with
merger related expenses accounting for $1.3 million of the increase. During the
second half of 1994, the Company completed the acquisition of two non-life
insurance operations.
<PAGE>
General and administrative expenses for these operations amounted to $0.8
million for the nine month period in 1995 as compared to $0.1 million in the
comparable 1994 period. For the three month period in 1995, as compared to the
comparable 1994 period, expenses increased $0.5 million with merger related
expenses of $0.3 million being incurred. The inclusion of the two non-life
insurance operations acquired in 1994 increased expenses by $0.3 million between
the current and prior year.
Income Taxes
The Company's effective tax rates for the periods ended September 30, 1995 and
1994 were 34% and 26%, respectively. The 1995 effective tax rate is equal to the
statutory tax rate. The effective tax rate for the 1994 period reflects the
realization of certain tax benefits associated with the Company's sale of
certain real estate assets during the 1994 period.
Net Income
The following table sets forth for the periods shown net income and earnings per
share:
<TABLE>
<CAPTION>
Nine Months Ended Quarter Ended
September 30 September 30
----------------- -------------
(Dollars in thousands except per share amounts)
Earnings Earnings
Amount Per Share Amount Per Share
------- --------- ------ ---------
<S> <C> <C> <C> <C>
1995 amount $6,265 $0.81 $2,249 $0.29
1994 amount 7,003 0.90 2,397 0.31
Decrease amount (738) (.09) (148) (.02)
</TABLE>
The decrease in net income of approximately $0.7 million and $0.1 million for
the nine month and quarter periods ended September 30, 1995, respectively, over
the corresponding periods in 1994, was due primarily to merger related expenses
and a higher effective tax rate.
Liquidity and Capital Resources
The life insurance industry is one that normally produces a positive cash flow
from operations and scheduled principal repayments from portfolios of fixed
maturity investments (bonds and redeemable preferred stocks) and mortgage loans.
This cash flow is used to fund an investment portfolio to finance future benefit
payments, which represent long-term obligations reserved using certain assumed
interest rates. Since future benefit payments are primarily long-term
obligations, the Company's investments are predominately long-term fixed rate
investments such as bonds and mortgage loans which should provide a sufficient
return to cover these obligations. The nature and quality of the various types
of investments made by a life insurance company must comply with the statutes
and regulations imposed by the states in which that company is licensed. These
statutes and regulations generally require that investments be in high grade
investments which provide protection for policyholders.
<PAGE>
As of September 30, 1995, the Company's total fixed maturity investment
portfolio had an amortized cost of $471.5 million with a market value of $471.3
million, $0.2 million below amortized cost. This differential between amortized
cost and market is significantly influenced by changes in interest rates
subsequent to purchase of the investment. The Company had $18.7 million in
mortgage loans at September 30, 1995, which could reflect a small premium or
discount if those loans had quoted market prices. Since these assets are
invested for terms generally corresponding to anticipated future benefit
payments and carry interest rates in excess of assumed reserve interest rates,
they produce predictable cash flows and when combined with future premium income
should be sufficient to fund the Company's future benefit payments in the
ordinary course of business without any need for liquidation prior to maturity.
The Company holds a substantial position in mortgage-backed securities ("MBS").
These are instruments collaterized by pools of residential or commercial
mortgages, which return interest and principal payments to the investor monthly.
The Company's MBS holdings are primarily issued by either U.S. government
agencies (i.e., GNMA, FNMA and FHLMC) or major U.S. financial institutions. MBS
are subject to prepayment risk, especially in periods when interest rates are
falling, which can adversely affect their yield and maturity. With the
significant decline experienced in interest rates throughout 1993 and early
1994, the Company had experienced significant prepayment activity. As a result,
the Company experienced a decline in the portfolio yield as a result of
reinvesting these proceeds into similar investments at then lower interest
rates. The level of prepayment activity abated steadily during 1994. The
portfolio yield is modestly improving as maturities and new funds are being
invested at higher rates in the current economic environment.
Policy loans at September 30, 1995 were $49.8 million. These loans have
associated rates in the 3.5% to 8% range, at least equal to the assumed interest
rates used for future policy benefits; accordingly, policy loans should not
result in negative cash flow.
In addition to the cash flow necessary to fund benefit payments, the Company
requires cash flows for operating and administrative expenses. The level of
expenses normally fluctuates in direct proportion to the amount of premium
produced; however, the Company's cash disbursements in the holding company have
from time to time exceeded its cash receipts, principally due to its former
acquisitions program. Funding of interest on debt incurred in connection with
acquisitions and the subsequent consolidation of operations required an
expenditure of approximately $2.5 million for the nine month period ended
September 30, 1995.
<PAGE>
The Company's subsidiaries are currently producing earnings and net cash flow
sufficient to cover debt service at the parent. However, under the insurance
laws of the states in which the Company's insurance subsidiaries are domiciled,
certain restrictions are imposed on cash dividends from the subsidiaries to the
parent. The insurance laws and regulations generally limit the amount of
dividends to the greater of net statutory gain from operations or 10% of
statutory surplus, and dividends in excess of these amounts can be paid only
with the prior approval of the insurance regulators.
<PAGE>
Part II - OTHER INFORMATION
Item 1 Legal Proceedings
Not applicable
Item 2 Changes in Securities
Not applicable
Item 3 Defaults upon Senior Securities
Not applicable
Item 4 Submission of Matters to a Vote of Security Holders
(a) At a Special Meeting of Stockholders held September 26, 1995,
stockholders of Laurentian Capital Corporation (the "Company")
approved a proposal to approve and adopt the Agreement and
Plan of Merger dated as of May 25, 1995 among the Company,
American Annuity Group, Inc. ("AAG") and L.Q. Acquisition
Corp., a wholly-owned subsidiary of AAG ("Acquisition"),
providing for the merger (the "Merger") of Acquisition with
and into the Company, pursuant to which the Company would
become a wholly-owned subsidiary of AAG and as a result of
which each outstanding share of Common Stock, par value
$.05 per share, of the Company (other than shares held by the
Imperial Life Assurance Company of Canada ("Imperial") and
Desjardins-Laurentian Life Group, Inc. ("DLLG")) would be
converted into the right to receive $14.125, in cash, without
interest, and shares of such stock held by Imperial and DLLG
would be converted into the right to receive $13.875, in
cash, without interest, and to approve and adopt the Merger,
by the following votes:
For: 6,939,776
Against: 7,464
Abstain: 7,909
Item 5 Other Information
Not applicable
Item 6 Exhibits and Reports on Form 8-K
(a)
(2) Plan of acquisition, reorganization, arrangement, liquidation
or succession.
Not applicable
(4) Instruments defining the rights of security holders,
including indentures.
Not applicable
(10) Material Contracts.
Not applicable
(11) Statement re: computation of per share earnings.
See Exhibit 11 - attached
(15) Letter re:unaudited interim financial information
Not applicable
(18) Letter re:change in accounting principles.
Not applicable
<PAGE>
Part II - OTHER INFORMATION (continued)
Item 6 Exhibits and Reports on Form 8-K (continued)
(a) (continued)
(19) Report furnished to security holders.
Not applicable
(22) Published report re:matters submitted to vote of
security holders.
Not applicable
(23) Consents of experts and counsel.
Not applicable
(24) Power of attorney.
Not applicable
(27) Financial data schedule.
See Exhibit 27 attached
(99) Additional exhibits.
Not applicable
(b) During the period covered by this Form 10-Q Quarterly Report,
the Company filed no reports on Form 8-K.
<PAGE>
SIGNATURE
Pursuant to the requirements 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.
LAURENTIAN CAPITAL CORPORATION
Registrant
Date: November 10, 1995 /s/ Bernhard M. Koch
----------------- --------------------
Bernhard M. Koch
Senior Vice President, Treasurer,
Chief Financial Officer and Secretary
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page
Number
<S> <C> <C>
Exhibit 11 Statement regarding computation of
per share earnings 18
Exhibit 27 Financial Data Schedule 19
</TABLE>
<PAGE>
LAURENTIAN CAPITAL CORPORATION
Exhibit 11 - Computation of Per Share Earnings
<TABLE>
<CAPTION>
Nine Months Ended September 30, Quarter Ended September 30,
------------------------------- ---------------------------
1995 1994 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Shares outstanding 7,587,398 7,548,757 7,587,398 7,593,757
Number of days 273 96 92 92
Shares outstanding 7,593,757
Number of days 177
--------- ---------- ---------- ----------
Weighted Average
Shares Outstanding 7,587,398 7,577,933 7,587,398 7,593,757
========== ========== ========== ==========
Total Net income $6,265,008 $7,002,593 $2,249,338 $2,396,852
Less:
Accrued Dividends
on Preferred Stock 115,352 177,539 12,900 50,621
---------- ---------- ---------- ----------
Adjusted Net Income $6,149,656 $6,825,054 $2,236,438 $2,346,231
========== ========== ========== ==========
Earnings Per Common Share:
Net income $ 0.81 $ 0.90 $ 0.29 $ 0.31
---------- ---------- ---------- ----------
</TABLE>
The Company's Series A Redeemable Preferred Stock are considered to be common
stock equivalents. These shares were not included in the earnings per share
computation because their effect was anti-dilutive. Options granted to purchase
the Company's common stock are also considered common stock equivalents. These
options were not included in the computation of earnings per share because
their maximum possible dilution was not material.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
ARTICLE 7 AS PART OF CONGLOMERATE SCHEDULE
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS CONTAINED IN THE REGISTRANT'S
FORM 10-Q QUARTERLY REPORT FOR THE QUARTER
ENDED SEPTEMBER 30, 1995 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<MULTIPLIER> 1,000
<CURRENCY> US
<PERIOD-TYPE> 9-MOS
<EXCHANGE-RATE> 1
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<DEBT-HELD-FOR-SALE> 206,786
<DEBT-CARRYING-VALUE> 266,889
<DEBT-MARKET-VALUE> 264,554
<EQUITIES> 8,333
<MORTGAGE> 18,739
<REAL-ESTATE> 3,549
<TOTAL-INVEST> 595,974
<CASH> 52,426
<RECOVER-REINSURE> 72,203
<DEFERRED-ACQUISITION> 77,757
<TOTAL-ASSETS> 1,067,184
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0
0
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70,839
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</TABLE>
