<PAGE>
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, 1996
-------------------------------------------------
[ ] 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>
EVEREN CAPITAL CORPORATION 401(K) AND
EMPLOYEE STOCK OWNERSHIP PLAN
<TABLE>
<CAPTION>
TABLE OF CONTENTS
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Page
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of
December 31, 1996 and 1995 2
Statement of Changes in Net Assets Available for Benefits for the
Year Ended December 31, 1996 3
Notes to Financial Statements 4-15
SUPPLEMENTAL SCHEDULES:
Item 27a - Schedule of Assets Held for Investment Purposes - Schedule I 16-17
Item 27d - Schedule of Reportable Transactions - Schedule II 18
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Administrative Committee of
EVEREN Capital Corporation 401(k) and Employee Stock Ownership Plan:
We have audited the accompanying statements of net assets available for benefits
of EVEREN Capital Corporation 401(k) and Employee Stock Ownership Plan (the
"Plan") as of December 31, 1996 and 1995, and the related statement of changes
in net assets available for benefits for the year ended December 31, 1996. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1996 and 1995, and the changes in net assets available for benefits for the year
ended December 31, 1996, in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the basic
1996 financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and of 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. These schedules are the
responsibility of the Plan's management. Such schedules have been subjected to
the auditing procedures applied in the audit of the basic 1996 financial
statements and, in our opinion, are fairly stated in all material respects when
considered in relation to the basic 1996 financial statements taken as a whole.
The schedules of assets held for investment purposes and of reportable
transactions that accompany the Plan's financial statements do not disclose the
historical cost of certain plan assets held by the Plan custodian or sold during
the year. Disclosure of this information is required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974.
/s/ Deloitte & Touche LLP
Chicago, Illinois
June 19, 1997
<PAGE>
EVEREN CAPITAL CORPORATION 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996 AND 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
ASSETS:
Investments, at fair value (Note 3):
Mutual funds $155,198,001 $162,931,912
EVEREN common stock 236,485,855 119,601,966
Kemper Corp. stock - 994,859
Self-Directed U.S. Government account 12,591,844 14,225,343
Loans to participants (Note 1) 1,415,688 1,440,043
------------ ------------
Total investments 405,691,388 299,194,123
Employer contribution receivable 260,136 243,625
------------ ------------
Total assets 405,951,524 299,437,748
LIABILITIES:
Loan payable to EVEREN - 22,874,726
------------ ------------
Total liabilities - 22,874,726
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $405,951,524 $276,563,022
============ ============
</TABLE>
See notes to financial statements.
-2-
<PAGE>
EVEREN CAPITAL CORPORATION 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
INVESTMENT INCOME:
Interest and dividends $ 3,390,573
Net appreciation in fair value of investments 154,021,440
------------
Total investment income 157,412,013
ADDITIONS:
Employer contributions 10,927,267
Employee contributions 12,167,835
Rollovers 1,521,024
Transfers between funds - net 19,810
Loan repayments 685,981
------------
Total additions 25,321,917
------------
182,733,930
DEDUCTIONS:
Benefits paid to participants (50,471,714)
Forfeitures (2,729,072)
Investment management fees (144,642)
------------
Total deductions (53,345,428)
------------
NET INCREASE 129,388,502
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 276,563,022
------------
End of year $405,951,524
============
</TABLE>
See notes to financial statements.
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<PAGE>
EVEREN CAPITAL CORPORATION 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
- ------------------------------------------------------------------------------
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.
-4-
<PAGE>
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. LaSalle National Bank ("LaSalle") serves as the
trustee of the Plan's assets. Comerica Bank-Illinois ("Comerica") served as
trustee through July 31, 1996. As Comerica's trust business was acquired by
LaSalle, LaSalle became the trustee effective August 1, 1996.
Participant Accounts - Each participant's account is credited with the
participant's contributions and withdrawals, as applicable, and allocations
of EVEREN's contributions and Plan earnings. Allocations are based on
participant earnings or account balances as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account.
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 document. 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.
Investment Options - Upon enrollment in the Plan, a participant may direct or
transfer employee contributions into any of the following investment options:
<TABLE>
<CAPTION>
<S> <C>
The Balanced Fund ("CISA") The Global Equity Fund ("Scudder")
The Equity Fund ("Systematic") Strong Government Securities Fund
Self-Directed U.S. Government Account Founders Balanced Fund
Franklin Balance Sheet Investment Fund INVESCO - Value Equity Fund
Scudder Global Equity Fund AIM Constellation A Fund
Templeton Foreign 1 Fund Mentor Growth Fund A
Fidelity Market Index (S&P Index) Fund Mentor Strategy Fund A
Hotchkis & Wiley Equity Income Fund
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Kemper High Yield Fund Kemper Dreman Small Cap Value Fund
Kemper International Fund Kemper Income and Capital Preservation Fund
Kemper Growth Fund Kemper Money Market Fund - Government
Kemper Total Return Fund Securities Portfolio
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 Money Market Portfolio Fund
Kemper Diversified Income Fund Kemper Adjustable Rate U.S. Government
Income Fund
</TABLE>
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, all or a portion of their
vested account balances as of September 30, 1995 less subsequent
withdrawals.
Special provisions apply to distributions of EVEREN common stock from the
Plan. Plan participants generally are not entitled to distributions of
their benefits invested in EVEREN common stock 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 EVEREN common stock 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 EVEREN
common stock allocated to their accounts are paid in full). Distribution of
the vested portion of the EVEREN common stock 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.
Expenses - Administrative expenses of the Plan are paid by EVEREN.
Management fees for The Balanced Fund, The Equity Fund, and The Global
Equity Fund are paid on a prorata basis by participants within those funds.
Management fees for 1996 for The Balanced Fund, The Equity Fund, and The
Global Equity Fund were $88,706, $18,228, and $37,708, respectively.
Loans to Participants - Loans to participants are permitted under the
provisions of the Plan document. 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 1%. 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 benefits paid to participants on the statement of changes
in net assets available for 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 document.
-6-
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The accompanying financial statements have been
prepared using the accrual basis of accounting.
Use of 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 EVEREN common stock was valued at fair value determined
by independent appraisers until the initial public offering on October 8,
1996. Subsequent to the initial public offering, the EVEREN common stock
was valued at fair market value determined by quoted market prices. 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 - The Plan has received a latest determination letter, dated
December 31, 1996, in which the Internal Revenue Service stated that the
Plan and related Trust was designed in compliance with applicable
requirements of the Code. The Plan administrator and the Plan's tax counsel
believe that the Plan is currently designed and 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 1996 financial statement presentation.
-7-
<PAGE>
3. INVESTMENTS
The Trustee serves as the custodian of all of the Plan's assets. The
following table presents the fair value of investments as of December 31,
1996 and 1995. The Plan's investments which exceeded 5% of net assets
available for benefits are separately identified.
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Investments at fair value:
Kemper Technology Fund $ 6,945,576 $ 5,043,650
Kemper Total Return Fund 4,145,783 6,326,070
Kemper Growth Fund 10,484,353 13,492,710
Kemper Small Capitalization and Equity Fund 7,789,945 11,306,300
Kemper Income and Capital Preservation Fund 1,900,995 2,161,962
Kemper Money Market Portfolio -- 6,291,849
Kemper High Yield Fund 9,225,076 8,900,871
Kemper Diversified Income Fund -- 1,383,760
Kemper Money Market Fund -
Government Securities Portfolio 53,824,722 * 36,113,264 *
Kemper U.S. Government Securities Fund 3,290,671 5,199,176
Kemper International Fund 7,756,506 9,871,131
Kemper Adjustable Rate U.S. Government Income Fund -- 314,614
Kemper Blue Chip Fund 2,991,069 2,681,755
Kemper Global Income Fund 1,843,641 2,052,602
Kemper Dreman Contrarian Fund 2,115,081 250,677
Kemper Dreman High Return Fund 10,063,382 529,381
Kemper Dreman Small Cap Value Fund 8,663,787 481,223
Strong Government Securities 662,620 --
Founders Balanced Fund 1,747,995 --
INVESCO-Value Equity 1,586,007 --
AIM Constellation Fund 6,294,821 --
Mentor Growth Fund 1,229,080 --
Hotchkis & Wiley Income Fund 255,538 --
Franklin Balance Sheet Investment Fund 952,800 --
Scudder Global Equity Fund 2,893,263 --
Templeton Foreign 1 Fund 5,104,270 --
Fidelity Market Index 1,658,502 --
Mentor Strategy Fund 1,772,518 --
Self-Directed U.S. Government Account 12,591,844 14,225,343 *
Kemper Corp. common stock (A) -- 994,859
CISA - The Balanced Fund -- 37,880,534 *
Scudder - The Global Equity Fund -- 6,358,904
Systematic - The Equity Fund -- 6,291,479
EVEREN common stock 236,485,855 * 119,601,966 *
------------ ------------
404,275,700 297,754,080
Loans to participants 1,415,688 1,440,043
------------ ------------
Total investment at fair value $405,691,388 $299,194,123
============ ============
</TABLE>
* Represents 5% or more of the Plan's net assets available for benefits.
(A) At December 31, 1995, $994,859 represents investments held in a short-term
money market fund.
-8-
<PAGE>
At December 31, 1996, the Plan held 10,569,200 shares of EVEREN common
stock, net of forfeitures, all of which were allocated to participants. At
December 31, 1995, the Plan held 11,105,104 shares of EVEREN common stock,
including 7,677,938 allocated shares and 3,427,166 unallocated shares. At
December 31, 1996 and 1995, EVEREN had 16,611,889 and 11,496,970 shares of
common stock outstanding, respectively, including the shares held by the
Plan.
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.
On October 30, 1996, the loan balance was paid in full. The loan bore
interest based on the three-month LIBOR and was secured by the unallocated
EVEREN common stock held by the Plan.
5. BY FUND INFORMATION
The changes in net assets available for benefits on a by fund basis for the
year ended December 31, 1996 are as follows:
<TABLE>
<CAPTION>
Kemper Kemper Kemper
Small Income Money
Kemper Kemper Kemper Capitalization and Capital Market
Technology Total Return Growth and Preservation Portfolio
Fund Fund Fund Equity Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 5,485 $ 75,574 $ 633 $ 4,283 $ 89,446 $ 182,802
Net appreciation (depreciation) 1,331,406 856,821 1,971,011 1,516,325 (63,324)
Contributions:
Employer
Employee 991,243 651,665 1,970,712 1,448,616 197,424 677,533
Rollovers 172,581 78,236 162,018 147,216 12,073 11,104
Transfer between funds - net 629,657 (2,350,948) (4,487,701) (4,424,205) (230,205) (6,053,112)
Loan repayments 56,066 43,001 91,694 66,747 11,934 39,873
Allocation of EVEREN
common stock
----------- ----------- ----------- ----------- ---------- -----------
Total additions 3,186,438 (645,651) (291,633) (1,241,018) 17,369 (5,141,800)
Deductions:
Benefits paid to participants (1,277,485) (1,529,838) (2,701,814) (2,262,217) (277,091) (1,146,256)
Forfeitures (7,027) (4,798) (14,910) (13,120) (1,245) (3,793)
Investment management fees
----------- ----------- ----------- ----------- ---------- -----------
Total deductions (1,284,512) (1,534,636) (2,716,724) (2,275,337) (278,336) (1,150,049)
----------- ----------- ----------- ----------- ---------- -----------
Net increase (decrease) 1,901,926 (2,180,287) (3,008,357) (3,516,355) (260,967) (6,291,849)
Net assets available for benefits:
Beginning of year 5,043,650 6,326,070 13,492,710 11,306,300 2,161,962 6,291,849
----------- ----------- ----------- ----------- ---------- -----------
End of year $ 6,945,576 $ 4,145,783 $10,484,353 $ 7,789,945 $1,900,995 $ -
=========== =========== =========== =========== ========== ===========
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Kemper Kemper Kemper
Kemper Money Market U.S. Adjustable
Kemper Diversified U.S. Govt. Government Kemper Portfolio
High Yield Income Securities Securities International U.S. Govt.
Fund Fund Fund Fund Fund Income Fund
<S> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 500,706 $ 86,998 $ 1,962,944 $ 210,301 $ 3,289 $ 10,589
Net appreciation (depreciation) 503,565 (26,200) (91,935) 1,561,452 (2,373)
Contributions:
Employer
Employee 602,338 130,977 2,017,437 266,620 1,379,567 51,129
Rollovers 47,838 29,674 65,322 25,589 108,388
Transfer between funds - net 410,994 (1,555,403) 27,656,435 (293,518) (3,326,818) (367,758)
Loan repayments 62,551 3,428 112,724 7,730 62,609 2,293
Allocation of EVEREN
common stock
----------- ----------- ----------- ----------- ----------- -----------
Total additions 2,127,992 (1,330,526) 31,814,862 124,787 (211,513) (306,120)
Deductions:
Benefits paid to participate (1,797,352) (53,058) (14,054,969) (2,028,586) (1,896,261) (8,466)
Forfeitures (6,435) (176) (48,435) (4,706) (6,851) (28)
Investment management fees
----------- ----------- ----------- ----------- ----------- -----------
Total deductions (1,803,787) (53,234) (14,103,404) (2,033,292) (1,903,112) (8,494)
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) 324,205 (1,383,760) 17,711,458 (1,908,505) (2,114,625) (314,614)
Net assets available for benefits:
Beginning of year 8,900,871 1,383,760 36,113,264 5,199,176 9,871,131 314,614
----------- ----------- ----------- ----------- ----------- -----------
End of year $ 9,225,076 $ - $53,824,722 $ 3,290,671 $ 7,756,506 $ -
=========== =========== =========== =========== =========== ===========
</TABLE>
-10-
<PAGE>
<TABLE>
<CAPTION>
Kemper Kemper
Kemper Kemper Dreman Dreman Strong
Kemper Global Dreman High Small Government
Blue Chip Income Contrarian Return Cap Value Securities
Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 15,783 $ 197,349 $ 7,187 $ 14,212 $ 22,992
Net appreciation (depreciation) 785,843 22,116 166,657 1,026,127 799,384 $ 16,692
Contributions:
Employer
Employee 519,739 162,570 126,461 293,457 336,871 3,136
Rollovers 106,210 9,268 1,880 125,463 141,819
Transfers between funds-net (491,296) (243,899) 1,710,350 8,747,187 7,396,446 642,470
Loan repayments 28,276 8,612 10,646 36,060 13,361 383
Allocation of EVEREN
common stock
---------- ---------- ---------- ----------- ---------- --------
Total additions 964,555 156,016 2,023,181 10,242,506 8,710,873 662,681
Deductions:
Benefits paid to participants (652,461) (363,294) (158,189) (705,724) (526,463) (61)
Forfeitures (2,780) (1,683) (588) (2,781) (1,846)
Investment management fees
---------- ---------- ---------- ----------- ---------- --------
Total deductions (655,241) (364,977) (158,777) (708,505) (528,309) (61)
---------- ---------- ---------- ----------- ---------- --------
Net increase (decrease) 309,314 (208,961) 1,864,404 9,534,001 8,182,564 662,620
Net assets available for benefits:
Beginning of year 2,681,755 2,052,602 250,677 529,381 481,223 --
---------- ---------- ---------- ----------- ---------- --------
End of year $2,991,069 $1,843,641 $2,115,081 $10,063,382 $8,663,787 $662,620
========== ========== ========== =========== ========== ========
(Continued)
</TABLE>
-11-
<PAGE>
<TABLE>
<CAPTION>
INVESCO Hotchkis Franklin
Founders Value AIM Mentor & Wiley Balance
Balanced Equity Constellation Growth Equity Income Sheet
Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends
Net appreciation (depreciation) $ 68,908 $ 63,385 $ 73,772 $ 17,927 $ 55,166
Contributions:
Employer
Employee 23,959 25,085 146,866 2,341 14,959
Rollovers 46,556 125 109,048 3,751 10,818
Transfers between funds-net 1,605,930 1,504,332 5,969,382 $1,229,080 231,519 871,333
Loan repayments 4,735 580 10,003 1,304
Allocation of EVEREN
common stock
---------- ---------- ---------- ---------- -------- --------
Total additions 1,750,088 1,593,507 6,309,071 1,299,080 255,538 953,580
Deductions:
Benefits paid to participants (2,053) (7,500) (14,230) (780)
Forfeitures (40) (20)
Investment management fees
---------- ---------- ---------- ---------- -------- --------
Total deductions (2,093) (7,500) (14,250) (780)
---------- ---------- ---------- ---------- -------- --------
Net increase (decrease) 1,747,995 1,586,007 6,294,821 1,229,080 255,538 952,800
Net assets available for benefits:
Beginning of year -- -- -- -- -- --
---------- ---------- ---------- ---------- -------- --------
End of year $1,747,995 $1,586,007 $6,294,821 $1,229,080 $255,538 $952,800
========== ========== ========== ========== ======== ========
(Continued)
</TABLE>
-12-
<PAGE>
<TABLE>
<CAPTION>
Scudder Fidelity Self-
Global Templeton Market Mentor Directed
Equity Foreign 1 Index Strategy U.S. Govt. Participant
Fund Fund Fund Fund Account Loans
<S> <C> <C> <C> <C> <C> <C>
Additions:
Investment income
Interest and dividends
Net change in appreciation
(depreciation) $ 142,660 $ 307,580 $ 105,531 $ 916,960
Contributions:
Employer
Employee 20,639 70,326 36,165
Rollovers 4,053 101,110 884
Transfers between funds--net 2,723,046 4,626,722 1,514,109 $1,772,518 (270,452) $ 676,960
Loan repayments 3,280 5,389 2,702
Allocation of EVEREN
common stock
---------- ---------- ---------- ---------- ----------- ----------
Total additions 2,893,678 5,111,127 1,659,391 1,772,518 646,508 676,960
Deductions:
Benefits paid to participants (415) (6,565) (889) (2,280,007) (701,315)
Forfeitures (292)
Investment management fees
---------- ---------- ---------- ---------- ----------- ----------
Total deductions (415) (6,857) (889) (2,280,007) (701,315)
---------- ---------- ---------- ---------- ----------- ----------
Net increase (decrease) 2,893,263 5,104,270 1,658,502 1,772,518 (1,633,499) (24,355)
Net assets available for benefits:
Beginning of year - - - - 14,225,343 1,440,043
---------- ---------- ---------- ---------- ----------- ----------
End of year $2,893,263 $5,104,270 $1,658,502 $1,772,518 $12,591,844 $1,415,688
========== ========== ========== ========== =========== ==========
(Continued)
</TABLE>
-13-
<PAGE>
<TABLE>
<CAPTION>
Global
Kemper Balanced Equity Equity
Corp. Fund Fund Fund
Stock (CISA) (Scudder) (Systematic)
<S> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends
Net appreciation (depreciation) $ 23,076 $ 3,479,230 $ 617,643 $ 235,299
Contributions:
Employer
Employee
Rollovers
Transfers between funds-net (256,027) (33,615,242) (6,269,333) (5,517,799)
Loan repayments
Allocation of EVEREN
common stock
--------- ------------ ----------- -------------
Total additions (232,951) (30,136,012) (5,651,690) (5,282,500)
Deductions:
Benefits paid to participants (348,336) (7,655,228) (668,860) (987,671)
Forfeitures (413,572) (588) (646) (3,080)
Investment management fees (88,706) (37,708) (18,228)
--------- ------------ ----------- -------------
Total deductions (761,908) (7,744,522) (707,214) (1,008,979)
--------- ------------ ----------- -------------
Net increase (decrease) (994,859) (37,880,534) (6,358,904) (6,291,479)
Net assets available for benefits:
Beginning of year 994,859 37,880,534 6,358,904 6,291,479
--------- ------------ ----------- -------------
End of year $ - $ - $ - $ -
========= ============ =========== =============
(Continued)
</TABLE>
-14-
<PAGE>
<TABLE>
<CAPTION>
EVEREN EVEREN
Common Common EVEREN
Stock Stock Preferred
Unallocated Allocated Stock Total
<S> <C> <C> <C> <C>
Additions:
Investment income
Interest and dividends $ 3,390,573
Net appreciation (depreciation) $ 9,843,050 $127,614,279 $ 83,407 154,021,440
Contributions:
Employer 10,927,267 10,927,267
Employee 12,167,835
Rollovers 1,521,024
Transfers between funds-net (72,468) (72,497) 19,810
Loan repayments 685,981
Allocation of EVEREN
common stock (35,049,794) 35,049,794
------------ ------------ -------- ------------
Total additions (14,279,477) 162,591,605 10,910 182,733,930
Deductions:
Benefits paid to participants (6,347,370) (10,910) (50,471,714)
Forfeitures (2,189,632) (2,729,072)
Investment management fees (144,642)
------------ ------------ -------- ------------
Total deductions (8,537,002) (10,910) (53,345,428)
------------ ------------ -------- ------------
Net increase (decrease) (14,279,477) 154,054,603 - 129,388,502
Net assets available for benefits:
Beginning of year 14,279,477 82,691,388 - 276,563,022
------------ ------------ -------- ------------
End of year $ - $236,745,991 $ - $405,951,524
============ ============ ======== ============
(Concluded)
</TABLE>
******
-15-
<PAGE>
SCHEDULE I
EVEREN CAPITAL CORPORATION 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Current
Description Cost Value
<S> <C> <C>
MUTUAL FUNDS:
Kemper Technology Fund (A) $ 6,945,576
Kemper Total Fund (A) 4,145,783
Kemper Growth Fund (A) 10,484,353
Kemper Small Capitalization and Equity Fund (A) 7,789,945
Kemper Income and Capital Preservation Fund (A) 1,900,995
Kemper High Yield Fund (A) 9,225,076
Kemper Money Market Fund-Government
Securities Portfolio (A) 53,824,722
Kemper U.S. Government Securities Fund (A) 3,290,671
Kemper International Fund (A) 7,756,506
Kemper Blue Chip Fund (A) 2,991,069
Kemper Global Income Fund (A) 1,843,641
Kemper Dreman Contrarian Fund (A) 2,115,081
Kemper Dreman High Return Fund (A) 10,063,382
Kemper Dreman Small Cap Value Fund (A) 8,663,787
Strong Government Securities Fund (A) 662,620
Founders Balanced Fund (A) 1,747,995
Invesco Value Equity Fund (A) 1,586,007
AIM Constellation A Fund (A) 6,294,821
Mentor Growth Portfolio (A) 1,229,080
Hotchkis & Wiley Equity Income Fund (A) 255,538
Franklin Balance Sheet Investment Fund (A) 952,800
Scudder Global Equity Fund (A) 2,893,263
Franklin Templeton 1 Fund (A) 5,104,270
Fidelity Market Index Fund (A) 1,658,502
Mentor Strategy Fund (A) 1,772,518
------------
Total mutual funds (A) 155,198,001
------------
ASSETS HELD AT EVEREN CLEARING CORP.:**
Self-Directed U.S. Government Account (A) 12,591,844
------------
</TABLE>
-16-
<PAGE>
SCHEDULE I
EVEREN CAPITAL CORPORATION 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
<TABLE>
<CAPTION>
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (continued)
DECEMBER 31, 1996
- ------------------------------------------------------------------------------------------------
Current
Description Cost Value
<S> <C> <C>
CLOSELY HELD COMMON STOCK:
EVEREN Capital Corporation* $72,298,614 $236,485,855
----------- ------------
OTHER INVESTMENTS:
Loans to participants (annual interest rates range from 7% to 11%;
maturing one to five years) 1,415,688
------------
TOTAL ASSETS HELD FOR INVESTMENT $405,691,388
============
</TABLE>
* Party-in-interest.
** 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.
-17-
<PAGE>
SCHEDULE II
EVEREN CAPITAL CORPORATION 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<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 Money Market Portfolio 17,329,790 $17,329,790
Kemper Money Market-Government Securities Portfolio 66,762,915 $66,762,915
Kemper Money Market-Government Securities Portfolio 50,585,607 50,585,607
Munder Cash Investment Fund 62,494,855 62,494,855
Munder Cash Investment Fund 85,811,306 85,811,306
Rembrandt Money Market Fund 62,919,710 62,919,710
Rembrandt Money Market Fund 59,600,092 59,600,092
</TABLE>
(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.
-18-
<PAGE>
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 19, 1997
-19-
