<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
-----------------------------------------------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file number 1-13940
--------------------------------------------------
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
EVEREN Capital Corporation 401(K) and Employee Stock Ownership Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
EVEREN Capital Corporation
77 West Wacker Drive
Chicago, Illinois 60601-1694
<PAGE> 2
EVEREN CAPITAL CORPORATION 401(k)
AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF
DECEMBER 31, 1995 AND 1994 AND STATEMENT OF
CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE
YEAR ENDED DECEMBER 31, 1994 AND
SUPPLEMENTAL SCHEDULES FOR THE
YEAR ENDED DECEMBER 31, 1995 AND
INDEPENDENT AUDITORS' REPORT
<PAGE> 3
EVEREN CAPITAL CORPORATION 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
TABLE OF CONTENTS
PAGE
<TABLE>
<S> <C>
INDEPENDENT AUDITORS' REPORTS 1-2
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits as of
December 31, 1995 and 1994 3
Statement of Changes in Net Assets Available for Plan Benefits,
with Fund Information, for the Year Ended December 31, 1995 4-7
Notes to Financial Statements 8-13
SUPPLEMENTAL SCHEDULES:
Item 27a - Schedule of Assets Held for Investment Purposes - Schedule I 14-15
Item 27d - Schedule of Reportable Transactions - Schedule II 16
</TABLE>
<PAGE> 4
INDEPENDENT AUDITORS' REPORT
The Administrative Committee of
EVEREN Capital Corporation 401(k) and Employee Stock Ownership Plan:
We have audited the accompanying statement of net assets available for plan
benefits of EVEREN Capital Corporation 401(k) and Employee Stock Ownership Plan
(the "Plan") as of December 31, 1995, and the related statement of changes in
net assets available for plan benefits, with fund information, for the year
ended December 31, 1995. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, such 1995 financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
Plan as of December 31, 1995, and the changes in net assets available for
benefits for the year ended December 31, 1995, in conformity with generally
accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic 1995
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental
information in the statements of net assets and changes in net assets available
for plan benefits is presented for purposes of additional analysis rather than
to present the changes in net assets available for plan benefits of each fund.
The supplemental schedules and supplemental information have been subjected to
the auditing procedures applied in the audit of the basic 1995 financial
statements and, in our opinion, except for the omission of certain historical
cost information, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
Deloitte & Touche LLP
Chicago, Illinois
June 21, 1996
<PAGE> 5
INDEPENDENT AUDITORS' REPORT
The Administrative Committee of
EVEREN Capital Corporation 401(k) and Employee Stock Ownership Plan
(formerly Kemper Securities, Inc. Profit Sharing Plan):
We have audited the accompanying statement of net assets available for plan
benefits of Kemper Securities, Inc. Profit Sharing Plan (the "Plan") as of
December 31, 1994. This financial statement is the responsibility of the
Plan's management. Our responsibility is to express an opinion on this
financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the net assets available for plan benefits of the Plan
as of December 31, 1994 in conformity with generally accepted accounting
principles.
KPMG Peat Marwick LLP
Chicago, Illinois
June 19, 1995
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<PAGE> 6
EVEREN CAPITAL CORPORATION 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1995
----------------------------------------------
SUPPLEMENTAL INFORMATION
---------------------------
ALLOCATED UNALLOCATED TOTAL 1994
<S> <C> <C> <C> <C>
ASSETS:
Investments at market value (Note 3):
Kemper mutual funds $112,400,995 $112,400,995 $117,923,713
CISA - The Balanced Fund 37,880,534 37,880,534 48,484,957
Scudder - The Global Equity Fund 6,358,904 6,358,904 6,178,947
Systematic - The Equity Fund 6,291,479 6,291,479 7,480,705
EVEREN common stock 82,691,388 $36,910,578 119,601,966
Kemper Corp. Stock 994,859 994,859 7,063,393
Self-Directed U.S. Government account 14,225,343 14,225,343 12,041,432
Loans to participants (Note 1) 1,440,043 1,440,043 1,640,780
------------- ------------ ------------ ------------
Total investments 262,283,545 36,910,578 299,194,123 200,813,927
Employer contribution receivable (Note 1) 243,625 243,625 3,892,867
------------- ------------ ------------ ------------
Total assets 262,283,545 37,154,203 299,437,748 204,706,794
------------- ------------ ------------ ------------
LIABILITIES:
Loan payable to EVEREN 22,874,726 22,874,726
------------- ------------ ------------ ------------
Total liabilities 22,874,726 22,874,726
------------- ------------ ------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $262,283,545 $ 14,279,477 $276,563,022 $204,706,794
============= ============= ============= ============
</TABLE>
See notes to financial statements.
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<PAGE> 7
EVEREN CAPITAL CORPORATION 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION
--------------------------------------------------------------------------------------------------
SMALL INCOME
CAPITALIZATION AND CAPITAL MONEY
TECHNOLOGY TOTAL RETURN GROWTH AND PRESERVATION MARKET HIGH YIELD
FUND FUND FUND EQUITY FUND FUND PORTFOLIO FUND
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 892,695 $ 511,399 $ 1,389,623 $ 1,659,475 $ 172,133 $ 540,210 $ 882,366
Net change in appreciation
(depreciation) 869,106 1,194,860 3,021,375 1,717,994 280,796 510,738
Contributions:
Employer
Employee 649,218 790,980 2,156,722 1,452,425 244,151 1,135,184 622,326
Employee 25,040 36,870 134,850 131,495 20,244 56,953 26,372
Rollovers 524,890 405,262 1,086,773 587,778 66,184 659,907 198,322
Transfers between funds - net (4,014,186) (2,677,810) (6,666,466) (5,026,940) (562,167) (4,414,047) 1,115,190
Loan repayments 40,850 53,435 110,577 95,357 14,313 102,687 103,420
Allocation of EVEREN
common stock
---------- ----------- ------------ ------------- ------------ ----------- ------------
Total additions (1,012,387) 314,996 1,233,454 617,584 235,654 (1,919,106) 3,458,734
Deductions:
Payment of vested interests
to participants (774,329) (898,460) (2,617,646) (1,575,211) (323,038) (2,567,935) (2,111,151)
Forfeitures (11,961) (15,002) (31,997) (26,812) (5,127) (14,921) (21,108)
Investment management fees
Other
---------- ----------- ------------ ------------- ------------ ----------- ------------
Total deductions (786,290) (913,462) (2,649,643) (1,602,023) (328,165) (2,582,856) (2,132,259)
---------- ---------- ----------- ------------ ------------ ----------- -----------
Net increase (decrease) (1,798,677) (598,466) (1,416,189) (984,439) (92,511) (4,501,962) 1,326,475
---------- ---------- ----------- ------------ ------------ ----------- -----------
Net assets available for
plan benefits:
Beginning of year 6,842,327 6,924,536 14,908,899 12,290,739 2,254,473 10,793,811 7,574,396
---------- ---------- ----------- ------------ ------------ ----------- -----------
End of year $5,043,650 $6,326,070 $13,492,710 $ 11,306,300 $ 2,161,962 $ 6,291,849 $ 8,900,871
========== ========== =========== ============ ============ =========== ===========
</TABLE>
See notes to financial statements. (Continued)
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<PAGE> 8
EVEREN CAPITAL CORPORATION 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
SUPPLEMENTAL INFORMATION
-------------------------------------------------------------------------------------------------
MONEY MARKET U.S. ADJUSTABLE
DIVERSIFIED U.S. GOVT. GOVERNMENT RATE GLOBAL
INCOME SECURITIES SECURITIES INTERNATIONAL U.S. GOVT. BLUE CHIP INCOME
FUND FUND FUND FUND INCOME FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 147,993 $ 2,049,947 $ 408,392 $ 140,918 $ 38,959 $ 243,054 $ 198,560
Net change in appreciation
(depreciation) 173,919 613,887 1,188,873 20,417 629,322 211,150
Contributions:
Employer
Employee 260,829 1,502,303 332,519 1,651,374 109,341 442,837 188,671
Employee 7,650 127,046 32,629 120,062 5,067 26,233 9,515
Rollovers 148,098 1,180,889 199,178 626,178 492 198,428 93,946
Transfers between funds - net (743,164) 12,731,397 (2,289,674) (3,834,437) (582,252) (1,315,565) (1,068,610)
Loan repayments 21,807 213,259 17,557 134,818 4,166 38,548 14,617
Allocation of EVEREN
common stock
---------- --------------- ----------- ------------ --------- ----------- -------------
Total additions 17,132 17,804,841 (685,512) 27,786 (403,810) 262,857 (352,151)
Deductions:
Payment of vested interests
to participants (530,398) (10,413,988) (739,006) (2,338,755) (272,672) (398,697) (559,222)
Forfeitures (3,282) (85,640) (12,330) (23,409) (746) (6,360) (4,868)
Investment management fees
Other
---------- --------------- ----------- ------------ -------- ----------- -------------
Total deductions (533,680) (10,499,628) (751,336) (2,362,164) (273,418) (405,057) (564,090)
---------- --------------- ---------- ------------ -------- ----------- -------------
Net increase (decrease) (516,548) 7,305,213 (1,436,848) (2,334,378) (677,228) (142,200) (916,241)
---------- --------------- ---------- ------------ -------- ----------- -------------
Net assets available for
plan benefits:
Beginning of year 1,900,308 28,808,051 6,636,024 12,205,509 991,842 2,823,955 2,968,843
---------- --------------- ---------- ------------ -------- ----------- -------------
End of year $1,383,760 $ 36,113,264 $5,199,176 $ 9,871,131 $314,614 $2,681,755 $2,052,602
========== =============== ========== ============ ======== =========== =============
</TABLE>
See notes to financial statements. (Continued)
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<PAGE> 9
EVEREN CAPITAL CORPORATION 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION
------------------------------------------------------------------------------------------------
DREMAN DREMAN TOTAL SELF- KEMPER
DREMAN HIGH SMALL KEMPER DIRECTED CORP.
CONTRARIAN RETURN CAP VALUE MUTUAL U.S. GOVT. PARTICIPANT STOCK
FUND FUND FUND FUNDS ACCOUNT LOANS (NOTE 3)
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 8,650 $ 9,641 $ 16,616 $ 9,310,631 $ 1,516,896 $ 417,996
Net change in appreciation
(depreciation) (5,376) 997 (3,936) 10,424,122 617,466
Contributions:
Employer 6,313,552
Employee 454 1,471 1,275 11,542,080
Employee 760,026
Rollovers 5,976,325
Transfers between funds - net 246,913 515,772 467,164 (18,118,882) 2,860,087 $ 768,030 (15,587,483)
Loan repayments 36 1,500 104 967,051
Allocation of EVEREN common stock
-------- -------- -------- ------------- ------------ ----------- ------------
Total additions 250,677 529,381 481,223 20,861,353 4,376,983 768,030 (8,238,469)
Deductions:
Payment of vested interests (26,120,508) (2,193,072) (1,192,923)
to participants
Forfeitures (263,563) (529,988)
Investment management fees (21)
Other (968,767)
--------- -------- -------- ------------ ------------ ---------- ------------
Total deductions (26,384,071) (2,193,072) (968,767) (1,722,932)
--------- -------- -------- ------------ ----------- ---------- -----------
Net increase (decrease) 250,677 529,381 481,223 (5,522,718) 2,183,911 (200,737) (9,961,401)
--------- -------- -------- ------------ ----------- ---------- -----------
Net assets available for
plan benefits:
Beginning of year 117,923,713 12,041,432 1,640,780 10,956,260
-------- -------- -------- ------------ ----------- ---------- -----------
End of year $250,677 $529,381 $481,223 $112,400,995 $14,225,343 $1,440,043 $ 994,859
======== ======== ======== ============ =========== ========== ===========
</TABLE>
See notes to financial statements. (Continued)
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<PAGE> 10
EVEREN CAPITAL CORPORATION 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION
-----------------------------------------------------------------------------------------------------
EVEREN EVEREN TOTAL
THE BALANCED THE GLOBAL THE EQUITY COMMON COMMON EVEREN
FUND EQUITY FUND FUND STOCK STOCK COMMON
(CISA) (SCUDDER) (SYSTEMATIC) ALLOCATED UNALLOCATED STOCK TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 1,422,416 $ 1,310 $ 226,438 $12,895,687
Net change in
appreciation
(depreciation) 8,135,683 1,359,247 1,157,605 $30,170,185 $ 13,466,960 $43,637,145 65,331,268
Contributions:
Employer 7,368,898 7,368,898 13,682,450
Employee 11,542,080
Employee 760,026
Rollovers 5,976,325
Transfers between
funds - net (12,153,153) (679,154) (1,501,662) 45,989,626 45,989,626 1,577,409
Loan repayments 967,051
Allocation of EVEREN
common stock 52,546,007 (52,546,007)
------------ ---------- ----------- ----------- ------------ ------------- ------------
Total additions (2,595,054) 681,403 (117,619) 82,716,192 14,279,477 96,995,669 112,732,296
Deductions:
Payment of vested (7,789,618) (475,573) (1,038,606) (22,150) (22,150) (38,832,450)
interests to participants
Forfeitures (9,476) (2,356) (612) (2,654) (2,654) (808,649)
Investment management
fees (210,275) (23,517) (32,389) (266,202)
Other (968,767)
------------- ---------- ----------- ----------- ------------ ------------- ------------
Total deductions (8,009,369) (501,446) (1,071,607) (24,804) (24,804) (40,876,068)
------------ ---------- ----------- ------------ ------------ ------------- ------------
Net increase (decrease) (10,604,423) 179,957 (1,189,226) 82,691,388 14,279,477 96,970,865 71,856,228
------------ ---------- ----------- ----------- ------------ ------------- ------------
Net assets available for
plan benefits:
Beginning of year 48,484,957 6,178,947 7,480,705 204,706,794
------------ ---------- ----------- ----------- ------------ ----------- ------------
End of year $ 37,880,534 $6,358,904 $ 6,291,479 $82,691,388 $ 14,279,477 $96,970,865 $276,563,022
============ ========== =========== =========== ============ =========== ============
</TABLE>
See notes to financial statements. (Concluded)
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<PAGE> 11
EVEREN CAPITAL CORPORATION 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
1. DESCRIPTION OF THE PLAN
The following description of the EVEREN Capital Corporation 401(k) and
Employee Stock Ownership Plan (the "Plan") provides only general
information. Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
GENERAL - The Plan is maintained by EVEREN Capital Corporation ("EVEREN") to
enable eligible employees of EVEREN and its affiliates to acquire stock
ownership interests in EVEREN and to accumulate funds for their future
security by electing to make income deferral contributions and by sharing in
employer contributions to the Plan. The Plan, as amended and restated
effective as of September 1, 1995, is a continuation of the Kemper
Securities, Inc. Profit Sharing Plan. The Plan is a profit-sharing plan
subject to the provisions of Section 401(a) of the Internal Revenue Code of
1986 (the "Code") and contains a cash or deferred arrangement qualified
under Section 401(k) of the Code. A portion of the Plan also constitutes an
employee stock ownership plan that is designed to invest primarily in common
stock of EVEREN and is subject to the provisions of the applicable
requirements of Sections 401(a), 409, and 4979(e)(7) of the Code and Section
407(d)(6) of Employee Retirement Income Security Act of 1974 ("ERISA"). The
Plan is funded through the EVEREN Capital Corporation 401(k) and Employee
Stock Ownership Trust (the "Trust"), formerly known as the Kemper
Securities, Inc. Profit Sharing Trust.
Each active participant in the Plan on October 1, 1995 had a one-time
opportunity to invest a portion of the participant's account in common stock
of EVEREN pursuant to the Founders' Offering. Subject to the limitations of
the Code and the terms of the Plan, EVEREN contributed to the Plan an amount
equal to one-half of the amount invested by participants in common stock of
EVEREN pursuant to the Founders' Offering, with the amount subject to the
employer contribution limited to the lesser of 40% of the participant's 1995
compensation (limited to $150,000, as provided in the Plan) or $60,000.
This Employer Founders' Stock Contribution, as defined, was credited to the
participants' accounts in two parts: 50% of the amount was credited to
eligible participants employed by EVEREN on December 31, 1995, and 50% of
the amount was credited to eligible participants employed by EVEREN on March
31, 1996.
CONTRIBUTIONS - Eligible participants may elect to make pretax contributions
between 1% and 10% of the participant's annual earnings for such Plan year.
Participants may also contribute amounts representing eligible rollover
distributions from other qualified defined benefit or contribution plans.
Participating Employers, as defined under the Plan, will make periodic
contributions to the Plan equal to 50% of the first 5% of compensation an
eligible participant contributes to the Plan. In addition to these matching
contributions, the Participating Employers may also make discretionary
contributions to the Plan in an amount determined by EVEREN. Contributions
are subject to certain limitations.
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<PAGE> 12
PLAN ADMINISTRATION - EVEREN is the sponsor of the Plan and has appointed an
administrative committee to control and manage the operations and
administration of the Plan. Comerica Bank - Illinois serves as the trustee
of the Plan's assets.
PARTICIPANT ACCOUNTS - Each participant's account is credited with the
participant's contribution and (a) an allocation of EVEREN's contribution,
(b) Plan earnings, and (c) forfeitures of terminated participants' nonvested
accounts and charged with an allocation of administrative expenses. Upon
enrollment into the Plan, a participant may direct employee contributions in
any of the following investment options:
Kemper Mutual Funds
Self-Directed U.S. Government Account
The Balanced Fund ("CISA")
The Global Equity Fund ("Scudder")
The Equity Fund ("Systematic")
Kemper Mutual Funds consist of the following funds managed by Kemper
Financial Services, Inc., a related entity through September 13, 1995. The
participant may designate any one or a combination of the mutual funds.
Kemper Mutual Funds are investment options available to all Plan
participants.
<TABLE>
<S> <C>
Kemper Money Market Fund- Kemper Income and Capital Preservation Fund
Money Market Portfolio Kemper Diversified Income Fund
Kemper High Yield Fund Kemper Money Market Fund - Government
Kemper International Fund Securities Portfolio
Kemper Growth Fund Kemper Adjustable Rate U.S. Government
Kemper Total Return Fund Income Fund
Kemper U.S. Government Securities Fund Kemper Global Income Fund
Kemper Small Capitalization and Equity Fund Kemper Blue Chip Fund
Kemper Dreman Contrarian Fund Kemper Technology Fund
Kemper Dreman High Return Fund
Kemper Dreman Small Cap Value Fund
</TABLE>
The Self-Directed U.S. Government Account is an account through which
participants can invest in individual U.S. Government securities.
The Balanced Fund represents a portfolio of fixed income and equity
securities managed by Capital Investment Services of America ("CISA").
The Equity Fund represents a portfolio of common stock managed by Systematic
Financial Management ("Systematic").
The Global Equity Fund is a collective investment trust managed by Scudder,
Stevens & Clark ("Scudder").
Each participant's pretax contribution is credited to the Kemper Mutual
Funds based on percentages designated by the participant. The other
investment options are not open for contributions from participants, but
transfers may be made into the investment options twice a year. As of each
valuation date, the Trustee determines the fair market value of the
investment fund accounts.
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<PAGE> 13
The net income or loss of the investment funds (including the appreciation
or depreciation of the value of the assets in the investment fund) is
allocated to the accounts of participants as of each valuation date in
proportion to the average of the balances at the beginning and end of the
period.
VESTING - Participant contributions and investment earnings thereon are 100%
vested at all times. In the event of death, total and permanent disability,
or normal retirement, 100% of such participant's account balance at the end
of the calendar period in which such event occurs (valuation date) is paid
to the participant or to his/her beneficiary. For participants who
terminate for reasons other than the above, the benefit paid to the
participant is equal to the entire amount credited to the participant's
account as participant contributions and investment earnings thereon, plus
the entire amount credited to the rollover account (if any), plus an amount
equal to the vested percentage of the participant's employer contributions
and investment earnings thereon, determined in accordance with the
appropriate schedule as stated in the Plan agreement. Employer
contributions vest over the first five or seven years of service.
FORFEITURES - The nonvested portion, if any, of a participant's employer
contributions is immediately forfeited by that participant and is applied to
reduce future employer matching or discretionary contributions otherwise
required under the Plan in the Plan year in which the participant's
termination date occurs or as soon thereafter as practical, or to pay
principal and interest due on an acquisition loan, as defined, or to pay
administrative expenses of the Plan and Trust. However, if a terminated
participant is rehired prior to five consecutive one-year breaks in service,
as defined, the previously forfeited amount would be reinstated to the
participant's account out of the current year outstanding forfeitures and,
if necessary, from special employer contributions made for this purpose,
within a reasonable amount of time after repayment by the participant of the
entire amount of his or her previous distribution.
PAYMENT OF BENEFITS - Upon termination of service, a participant may be paid
in the form of a lump-sum payment or installments, or may elect to have
payment of all or a portion of the participant's account balance deferred
(but not beyond the year the participant reaches age 70-1/2). If the
participant's vested account balance is $3,500 or less, the participant will
be paid in the form of a lump-sum payment.
Active participants who have reached the age of 59-1/2 may elect to receive,
in the form of a lump-sum payment or installments, all or a portion of their
vested account balance.
Special provisions apply to distributions of common stock of EVEREN from the
Plan. Plan participants generally are not entitled to distributions of
their benefits invested in common stock of EVEREN until they terminate
employment with EVEREN. For participants whose employment terminates for
reasons other than retirement or death, distribution of the vested portion
of their common stock of EVEREN account does not begin until one year after
the end of the Plan year that is the fifth Plan year following the Plan year
during which their employment terminated (or, if later, one year after the
end of the Plan year in which loans used to acquire shares of common stock
of EVEREN allocated to their accounts are paid in full). Distribution of
the vested portion of the common stock of EVEREN held on behalf of
participants who retire or die will begin no later than one year following
the end of the Plan year in which they retire or die.
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<PAGE> 14
EXPENSES - Administrative expenses of the Plan are paid by EVEREN.
Management fees for the Balanced Fund, Equity Fund, and Global Equity Fund
are paid on a prorata basis by participants within those funds. Management
fees for 1995 for the Balanced Fund were $210,275; the Equity Fund, $32,389;
and the Global Equity Fund, $23,517. Management fees for 1994 for the
Balanced Fund were $248,866; the Equity Fund, $39,550; and the Global Equity
Fund, $43,611.
LOANS TO PARTICIPANTS - Loans to participants are permitted under the
provisions of the Plan agreement. Certain predecessor plans that were
merged into the Plan also allowed participants to borrow funds. Therefore,
there are certain loans outstanding to participants which will be repaid
according to the original loan agreement from the predecessor plan. Loans
made under the current Plan provisions shall specify a payment period of
from one to five years and charge interest at a rate of prime plus one
percent. On termination, any outstanding loans must be fully repaid prior
to complete distribution of benefits. Distributions made for current year
loans are included in the payment of vested interests to participants on the
statement of changes in net assets available for plan benefits.
HARDSHIP WITHDRAWALS - Participants may elect to take hardship withdrawals
of their income deferral contributions. Hardship withdrawals are allowed in
accordance with provisions documented in the Plan agreement.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The accompanying financial statements have been
prepared using the accrual basis of accounting.
ESTIMATES - The preparation of financial statements in accordance with
generally accepted accounting principles requires management to make
estimates and assumptions that affect reported amounts of assets and
liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the period. Actual results could
differ from those estimates.
INVESTMENTS - The common stock of EVEREN is valued at fair value determined
by independent appraisers. Loans to participants are valued at cost which
approximates fair value. The remaining investments are recorded at fair
market value determined by quoted market prices. Investment transactions
and the related revenue and expense are recorded on a trade-date basis.
PLAN TERMINATION/MERGER - Although it has not expressed any intent to do so,
EVEREN has the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of ERISA. In the
event of Plan termination, participants will become 100% vested in their
accounts.
TAX STATUS - On March 31, 1995, the Plan applied for a determination letter
from the Internal Revenue Service ("IRS") as to the Plan's qualification.
The IRS has determined and informed EVEREN by letter dated June 11, 1996,
that the Plan and related trust are designed in accordance with applicable
sections of the Code. As discussed in Note 1, the Plan has been amended and
restated since the filing of the application for a determination letter.
The Plan administrator and the Plan's tax counsel believe that the Plan is
designed and is currently being operated in compliance with the applicable
requirements of the Code. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
RECLASSIFICATIONS - Certain prior year amounts have been reclassified to
conform with 1995 financial statement presentation.
- 11 -
<PAGE> 15
3. INVESTMENTS
The Trustee serves as the custodian of all of the Plan's assets. The
following table presents the market value of investments at December 31,
1995 and 1994. Investments that represent 5% or more of the Plan's net
assets are separately identified.
<TABLE>
<CAPTION>
1995
----------------------------------------
ALLOCATED UNALLOCATED TOTAL 1994
<S> <C> <C> <C> <C>
Investments at fair value:
Kemper Technology Fund $5,043,650 $5,043,650 $6,842,327
Kemper Total Return Fund 6,326,070 6,326,070 6,924,536
Kemper Growth Fund 13,492,710 13,492,710 14,908,899
Kemper Small Capitalization and
Equity Fund 11,306,300 11,306,300 12,290,739
Kemper Income and Capital Preservation
Fund 2,161,962 2,161,962 2,254,473
Kemper Money Market Portfolio 6,291,849 6,291,849 10,793,811
Kemper High Yield Fund 8,900,871 8,900,871 7,574,396
Kemper Diversified Income Fund 1,383,760 1,383,760 1,900,308
Kemper Money Market Fund -
Government Securities Portfolio 36,113,264 36,113,264 28,808,051
Kemper U.S. Government Securities Fund 5,199,176 5,199,176 6,636,024
Kemper International Fund 9,871,131 9,871,131 12,205,509
Kemper Adjustable Rate U.S. Government
Income Fund 314,614 314,614 991,842
Kemper Blue Chip Fund 2,681,755 2,681,755 2,823,955
Kemper Global Income Fund 2,052,602 2,052,602 2,968,843
Kemper Dreman Contrarian Fund 250,677 250,677
Kemper Dreman High Return Fund 529,381 529,381
Kemper Dreman Small Cap Value Fund 481,223 481,223
Self-Directed U.S. Government Account 14,225,343 14,225,343 12,041,432
Kemper Corp. common stock (A) 994,859 994,859 7,063,393
CISA - The Balanced Fund 37,880,534 37,880,534 48,484,957
Scudder - The Global Equity Fund 6,358,904 6,358,904 6,178,947
Systematic - The Equity Fund 6,291,479 6,291,479 7,480,705
EVEREN common stock 82,691,388 $36,910,578 119,601,966
------------- ----------- ------------ ------------
260,843,502 36,910,578 297,754,080 199,173,147
Investments at estimated market value:
Loans to participants 1,440,043 1,440,043 1,640,780
------------- ----------- ------------ ------------
Total investments at market value $262,283,545 $36,910,578 $299,194,123 $200,813,927
============= =========== ============ ============
</TABLE>
(A) At December 31, 1995, $994,859 represents investments held in
a short-term money market fund. At December 31, 1994, $7,063,393
represents investment in Kemper Corp. common stock.
At December 31, 1995, the Plan held 11,105,104 of EVEREN common stock including
7,677,938 allocated shares and 3,427,166 unallocated shares. At December 31,
1995, EVEREN had 11,496,970 shares of common stock outstanding including the
shares held by the Plan
- 12 -
<PAGE> 16
4. LOAN PAYABLE TO EVEREN
In September 1995, the Plan borrowed $55,000,000 from EVEREN. The proceeds
of the loan were used to purchase 8,040,306 shares of EVEREN common stock.
At December 31, 1995, the $22,874,726 loan principal balance is payable over
the next four years to maturity as follows: 1996 - $10,550,000; 1997 -
$4,500,000; 1998 - $4,750,000; and 1999 - $3,074,726. The loan bears
interest based on the three-month LIBOR (7.1% annualized rate of interest at
December 31, 1995) and is secured by the unallocated EVEREN common stock
held by the Plan.
******
-13 -
<PAGE> 17
SCHEDULE I
EVEREN CAPITAL CORPORATION 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, OR CURRENT
SIMILAR PARTY COST VALUE
<S> <C> <C>
KEMPER MUTUAL FUNDS:
Kemper Technology Fund* (A) $ 5,043,650
Kemper Total Return Fund* (A) 6,326,070
Kemper Growth Fund* (A) 13,492,710
Kemper Small Capitalization and Equity Fund* (A) 11,306,300
Kemper Income and Capital Preservation Fund* (A) 2,161,962
Kemper Money Market Fund - Money Market Portfolio* (A) 6,291,849
Kemper High Yield Fund* (A) 8,900,871
Kemper Diversified Income Fund* (A) 1,383,760
Kemper Money Market Fund - Government
Securities Portfolio* (A) 36,113,264
Kemper U.S. Government Securities Fund* (A) 5,199,176
Kemper International Fund* (A) 9,871,131
Kemper Adjustable Rate U.S. Government Income Fund* (A) 314,614
Kemper Blue Chip Fund* (A) 2,681,755
Kemper Global Income Fund* (A) 2,052,602
Kemper Dreman Contrarian Fund* (A) 250,677
Kemper Dreman High Return Fund* (A) 529,381
Kemper Dreman Small Cap Value Fund* (A) 481,223
-----------
Total mutual funds (A) 112,400,995
-----------
ASSETS HELD AT EVEREN CLEARING CORP.:***
Self-Directed U.S. Government Account (A) 14,225,343
-----------
COLLECTIVE INVESTMENT TRUST:
The Global Equity Fund (Scudder, Stevens & Clark) (A) 6,358,904
-----------
</TABLE>
- 14 -
<PAGE> 18
SCHEDULE I
EVEREN CAPITAL CORPORATION 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (CONTINUED)
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, OR CURRENT
SIMILAR PARTY COST VALUE
<S> <C> <C>
CLOSELY HELD COMMON STOCK:
EVEREN Capital Corporation** $75,964,853 $119,601,966
---------- ------------
OTHER INVESTMENTS:
The Balanced Fund (Capital Investment Services of America) 26,470,338 37,880,534
The Equity Fund (Systematic Financial Management) 5,626,301 6,291,479
Short-term Money Market Fund 994,859 994,859
Loans to participants (interest rates range from 7% to 11%;
maturing one to five years) 1,440,043
------------
Total other investments 46,606,915
------------
TOTAL $299,194,123
============
</TABLE>
* Party-in-interest through September 13, 1995.
** Party-in-interest subsequent to September 13, 1995.
*** EVEREN Clearing Corp., a registered securities broker and dealer, is
an affiliated entity. Assets held represent self-directed investments held
in accounts of individual participants.
(A) Cost is not available from the accounting records of the Plan's Trustee.
- 15 -
<PAGE> 19
SCHEDULE II
EVEREN CAPITAL CORPORATION 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PURCHASES SALES
NUMBER OF PURCHASE NUMBER OF SALES COST OF (1)
SHARES PRICE SHARES PROCEEDS SHARES SOLD
<S> <C> <C> <C> <C> <C>
Kemper Growth Fund* 794,090 $10,978,288
Kemper Growth Fund* 1,113,279 $15,391,084
Kemper Small Capitalization and Equity Fund* 3,417,597 19,514,478
Kemper Small Capitalization and Equity Fund* 3,887,248 22,196,185
Kemper Money Market Portfolio* 21,166,355 21,166,355
Kemper Money Market Portfolio* 25,668,318 25,668,318
Kemper Money Market - Government Securities
Portfolio* 177,483,498 177,483,498
Kemper Money Market - Government Securities
Portfolio* 170,178,284 170,178,284
Kemper International Fund* 843,871 8,653,896
Kemper International Fund* 1,185,667 12,159,015
Collective Government Short-term Investment
Fund (TNT) 29,734,106 29,734,106
Collective Government Short-term Investment
Fund (TNT) 30,687,978 30,687,978
Collective Government Short-term Investment
Fund (TNT) 10,746,377 10,746,377
Collective Government Short-term Investment
Fund (TNT) 11,114,004 11,114,004
Munder Cash Investment Fund 56,738,023 56,738,023
Munder Cash Investment Fund 48,607,167 48,607,167
Merrill Lynch Repos 15,226,106 15,226,106
Merrill Lynch Repos 15,226,106 15,226,106
</TABLE>
Notes: (1) The market value of assets purchased at the date of purchase was
equal to the purchase price. The market value of assets sold at
the date of sale was equal to the selling price. Cost of shares
sold is not available from the accounting records of the Plan's
Trustee.
Reportable transactions are those individual or cumulative
transactions that exceed 5% of the current value of Plan assets at
the beginning of the year.
* Party-in-interest through September 13, 1995.
- 16 -
<PAGE> 20
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
EVEREN Capital Corporation 401(k)
and Employee Stock Ownership Plan -
Administrative Committee
>
By: /s/ Richard D. Barrett
-----------------------
Richard D. Barrett
By: /s/ Stanley R. Fallis
-----------------------
Stanley R. Fallis
By: /s/ Steven J. Hasbrouck
-----------------------
Steven J. Hasbrouck
By: /s/ Lawrence E. Koehler
-----------------------
Lawrence E. Koehler
By: /s/ John K. Lane
-----------------------
John K. Lane
By: /s/ Janet L. Reali
-----------------------
Janet L. Reali
By: /s/ Daniel D. Williams
-----------------------
Daniel D. Williams
Date: June 21, 1996
