<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, 1998
----------------------------------------------
[ ] 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 OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of
December 31, 1998 and 1997 2
Statement of Changes in Net Assets Available for Benefits for the
Year Ended December 31, 1998 3
Notes to Financial Statements 4-12
SUPPLEMENTAL SCHEDULES:
Item 27a - Schedule of Assets Held for Investment Purposes - Schedule I 13-17
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, 1998 and 1997, and the related statement of changes
in net assets available for benefits for the year ended December 31, 1998.
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,
1998 and 1997, and the changes in net assets available for benefits for the year
ended December 31, 1998, in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the basic
1998 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 1998 financial
statements and, in our opinion, are fairly stated in all material respects when
considered in relation to the basic 1998 financial statements taken as a whole.
The schedule of assets held for investment purposes that accompanies the Plan's
financial statements does not disclose the historical cost of certain plan
assets held by the Plan custodian. 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 4, 1999
<PAGE>
EVEREN CAPITAL CORPORATION 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
ASSETS:
Investments, at fair value
Mutual funds $ 200,131,593 $ 177,336,907
EVEREN Capital Corporation common stock 407,359,325 489,425,157
Self-Directed U.S. Government account 12,916,372 12,517,127
Loans to participants 2,650,650 1,951,129
------------- -------------
Total investments 623,057,940 681,230,320
Employee contribution receivable 127,985 121,415
Employer contribution receivable 53,144 48,343
Loan repayment receivable 15,520 10,392
------------- -------------
NET ASSETS AVAILABLE FOR BENEFITS $ 623,254,589 $ 681,410,470
============= =============
</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, 1998
- --------------------------------------------------------------------------------
INVESTMENT INCOME:
Interest and dividends $ 12,174,198
Net depreciation in fair value of investments (11,839,678)
Total investment income 334,520
ADDITIONS:
Employer contributions 6,062,522
Employee contributions 21,219,726
Forfeitures used to reduce employer contributions (3,452,162)
-------------
Total additions 24,164,606
BENEFITS PAID TO PARTICIPANTS (82,320,487)
-------------
NET DECREASE (58,155,881)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 681,410,470
-------------
End of year $ 623,254,589
=============
See notes to financial statements.
-3-
<PAGE>
EVEREN CAPITAL CORPORATION 401(K) AND
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
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 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 the 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").
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.
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. Chase Manhattan Bank serves as the trustee of
the Plan's assets.
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.
-4-
<PAGE>
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 and earnings thereon is 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>
<S> <C>
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/Balanced Fund
Hotchkis & Wiley Equity Income Fund Mentor Institutional - U.S. Government
Strong Government Securities Fund Money Market Portfolio Fund
Kemper High Yield Fund Kemper Dreman Small Cap Value Fund
Mentor Perpetual Global Fund A Kemper Income and Capital Preservation Fund
Mentor Capital Growth Fund Kemper Global Income Fund
Kemper Total Return Fund Alliance Premier Growth Fund
Kemper Small Capitalization and Equity Fund T. Rowe Price Science and Technology Fund
Kemper Dreman Contrarian Fund Kemper Dreman High Return Fund
</TABLE>
-5-
<PAGE>
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 $5,000 or less, the participant will
be paid in the form of a lump-sum payment.
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. Distribution of the vested portion of their EVEREN common stock
account does not begin until one year following the end of the Plan year in
which their employment terminated. 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.
Loans to Participants - Loans to participants are permitted under the
provisions of the Plan document. Loans made under the 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 specified 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 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 - 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 its latest determination letter, dated
December 31, 1996, in which the Internal Revenue Service stated that the Plan
and related Trust were 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.
3. EVEREN ACQUISITION
On April 26, 1999, EVEREN, the Plan sponsor, and First Union Corporation
entered into an acquisition agreement (the "Acquisition"). The Acquisition
has a fixed exchange price of $31 for each EVEREN share and is expected to
close during the third quarter of 1999, subject to EVEREN shareholders and
regulatory approvals.
-7-
<PAGE>
4. 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,
1998 and 1997. The Plan's investments which exceeded 5% of net assets
available for benefits are separately identified.
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Investments at fair value:
Kemper Technology Fund $ $ 7,577,134
T. Rowe Price Science and Technology Fund 5,045,626
Kemper Total Return Fund 4,146,127 3,736,584
Kemper Growth Fund 8,237,702
Mentor Capital Growth Fund 5,014,192
Kemper Small Capitalization and Equity Fund 6,777,527 7,286,869
Kemper Income and Capital Preservation Fund 2,240,341 1,729,111
Kemper High Yield Fund 10,197,818 9,746,710
Kemper U.S. Government Securities Fund 3,457,401
Kemper International Fund 5,688,221
Mentor Perpetual Global Fund A 3,598,281
Kemper Blue Chip Fund 4,575,778
Alliance Premier Growth Fund 11,506,710
Kemper Global Income Fund 952,856 1,751,334
Kemper Dreman Contrarian Fund 3,930,911 4,446,106
Kemper Dreman High Return Fund 21,387,846 19,047,687
Kemper Dreman Small Cap Value Fund 7,827,169 12,968,011
Strong Government Securities Fund 3,368,419 1,490,453
Founders Balanced Fund 3,135,729 2,567,453
INVESCO - Value Equity Fund 3,829,449 2,673,140
AIM Constellation A Fund 10,801,808 8,761,756
Mentor Growth Fund A 4,467,331 3,316,357
Hotchkis & Wiley Equity Income Fund 1,051,739 721,231
Franklin Balance Sheet Investment Fund 2,593,582 2,361,196
Scudder Global Equity Fund 7,392,988 5,091,515
Templeton Foreign 1 Fund 5,960,209 8,750,922
Fidelity Market Index Fund 9,442,621 4,408,450
Mentor Strategy/Balanced Fund 2,053,992 2,863,501
Mentor Institutional - U.S. Government Money Market Portfolio Fund 63,408,322 * 44,082,285 *
Self-Directed U.S. Government Account 12,916,372 12,517,127
EVEREN common stock 407,359,325 * 489,425,157 *
------------- -------------
620,407,290 679,279,191
Loans to participants 2,650,650 1,951,129
------------- -------------
Total investments at fair value $ 623,057,940 $ 681,230,320
============= =============
</TABLE>
* Represents 5% or more of the Plan's net assets available for benefits.
At December 31, 1998 and 1997, the Plan held 17,981,951 and 10,304,705 shares
of EVEREN common stock, respectively, net of forfeitures, all of which were
allocated to participants. At December 31, 1998 and 1997, EVEREN had
36,092,936 and 17,120,026 shares of common stock outstanding, respectively,
including the shares held by the Plan. On May 11, 1998, the Board of
Directors of EVEREN approved a two-for-one stock split of its common shares.
The split was effected in the form of a stock dividend, and was distributed
on June 16, 1998 to shareholders of record on June 2, 1998.
-8-
<PAGE>
5. BY-FUND INFORMATION
The changes in net assets available for benefits on a by-fund basis for the
year ended December 31, 1998 are as follows:
<TABLE>
<CAPTION>
T. Rowe
Kemper Price Science Kemper Kemper
Technology and Tech Total Return Growth
Fund Fund Fund Fund
<S> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ $ 128,397 $ 352,935 $ 2
Net appreciation (depreciation)
in fair value of investments 1,340,399 860,223 227,972 1,299,1350
Contributions:
Employer
Employee 704,015 228,532 467,175 616,266
Transfers between funds - net (9,435,773) 3,917,066 (133,499) (9,865,621)
Loan repayments 28,444 20,269 19,985 22,354
----------- ---------- ---------- ----------
Total additions (7,362,915) 5,154,487 934,568 (7,927,864)
Deductions:
Benefits paid to participants (199,352) (103,710) (461,365) (283,311)
New loans (25,030) (431) (63,091) (37,667)
Forfeitures
----------- ---------- ---------- ----------
Total deductions (224,382) (104,141) (524,456) (320,978)
----------- ---------- ---------- -----------
Net increase (decrease) (7,587,297) 5,050,346 410,112 (8,248,842)
Net assets available for benefits:
Beginning of year 7,587,297 3,739,878 8,248,842
----------- ---------- ---------- ----------
$ $5,050,346 $4,149,990 $
=========== ========== ========== ==========
<CAPTION>
Kemper Kemper
Mentor Small Income
Capital Capitalization and Capital Kemper
Growth and Preservation High Yield
Fund Equity Fund Fund Fund
<S> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 440,247 $ 412,514 $ 122,897 $ 975,034
Net appreciation (depreciation)
in fair value of investments (117,950) (625,404) 25,896 (876,670)
Contributions:
Employer
Employee 161,433 731,246 107,380 714,225
Transfers between funds - net 4,701,162 (591,383) 369,849 418,782
Loan repayments 11,910 28,224 6,720 57,760
----------- ---------- ----------- ------------
Total additions 5,196,802 (44,803) 632,742 1,289,131
Deductions:
Benefits paid to participants (170,786) (423,141) (108,013) (790,469)
New loans (8,170) (43,413) (13,409) (48,332)
Forfeitures
----------- ---------- ----------- ------------
Total deductions (178,956) (466,554) (121,422) (838,801)
----------- ---------- ----------- ------------
Net increase (decrease) 5,017,846 (511,357) 511,320 450,330
Net assets available for benefits:
Beginning of year 7,293,046 1,730,373 9,752,056
----------- ---------- ----------- ------------
$ 5,017,846 $6,781,689 $ 2,241,693 $ 10,202,386
=========== ========== =========== ============
</TABLE>
-9-
<PAGE>
<TABLE>
<CAPTION>
Kemper
U.S. Mentor
Government Kemper Perpetual Kemper
Securities International Global Blue Chip
Fund Fund A Fund Fund
<S> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 93,134 $ $ 279,041 $ 16,875
Net appreciation (depreciation)
in fair value of investments 14,295 797,117 (224,899) 478,059
Contributions:
Employer
Employee 107,509 386,679 86,483 407,280
Transfers between funds - net (3,630,972) (6,701,564) 3,649,687 (5,354,468)
Loan repayments 6,288 12,370 10,487 12,376
------------ ----------- ----------- ------------
Total additions (3,409,746) (5,505,398) 3,800,799 (4,439,878)
Deductions:
Benefits paid to participants (45,316) (147,007) (198,514) (115,320)
New loans (4,638) (41,979) (2,085) (27,201)
Forfeitures
------------ ----------- ----------- ------------
Total deductions (49,954) (188,986) (200,599) (142,521)
------------ ----------- ----------- ------------
Net increase (decrease) (3,459,700) (5,694,384) 3,600,200 (4,582,399)
Net assets available for benefits:
Beginning of year 3,459,700 5,694,384 4,582,399
------------ ------------ ----------- ------------
End of year $ $ $ 3,600,200 $
============ ============ =========== ============
<CAPTION>
Kemper
Alliance Kemper Kemper Dreman
Premier Global Dreman High
Growth Income Contrarian Return
Fund Fund Fund Fund
<S> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 220,545 $ 91,676 $ 349,058 $ 1,418,020
Net appreciation (depreciation)
in fair value of investments 932,499 81,182 397,577 695,320
Contributions:
Employer
Employee 276,439 83,678 528,736 2,255,067
Transfers between funds - net 10,451,833 (761,064) (1,545,213) (689,803)
Loan repayments 26,017 3,139 15,965 107,374
----------- ----------- ----------- -----------
Total additions 11,907,333 (501,389) (253,877) 3,785,978
Deductions:
Benefits paid to participants (352,740) (295,020) (236,611) (1,297,198)
New loans (39,409) (2,131) (24,239) (144,670)
Forfeitures
----------- ----------- ----------- -----------
Total deductions (392,149) (297,151) (260,850) (1,441,868)
----------- ----------- ----------- -----------
Net increase (decrease) 11,515,184 (798,540) (514,727) 2,344,110
Net assets available for benefits:
Beginning of year 1,752,155 4,449,137 19,063,178
----------- ----------- ----------- -----------
End of year $11,515,184 $ 953,615 $ 3,934,410 $21,407,288
=========== =========== =========== ===========
</TABLE>
(Continued)
-10-
<PAGE>
<TABLE>
<CAPTION>
Kemper
Dreman Strong INVESCO -
Small Government Founders Value AIM
Cap Value Securities Balanced Equity Constellation
Fund Fund Fund Fund A Fund
<S> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 5 $ 178,119 $ 178,049 $ 296,442 $ 261,271
Net appreciation (depreciation)
in fair value of investments (1,112,178) (37,937) 210,605 113,168 1,423,221
Contributions:
Employer
Employee 1,313,120 238,133 337,727 573,108 1,877,493
Transfers between funds - net (4,734,338) 1,644,462 315,998 494,651 (888,506)
Loan repayments 60,651 2,336 17,158 6,385 48,320
---------- --------- --------- --------- ----------
Total additions (4,472,740) 2,025,113 1,059,537 1,483,754 2,721,799
Deductions:
Benefits paid to participants (602,019) (145,581) (443,827) (277,540) (609,420)
New loans (68,305) (936) (47,165) (49,079) (70,932)
Forfeitures
---------- --------- --------- --------- ----------
Total deductions (670,324) (146,517) (490,992) (326,619) (680,352)
---------- ---------- ---------- ---------- ----------
Net increase (decrease) (5,143,064) 1,878,596 568,545 1,157,135 2,041,447
Net assets available for benefits:
Beginning of year 12,977,548 1,491,134 2,569,898 2,675,738 8,773,296
---------- --------- --------- --------- ----------
End of year $ 7,834,484 $ 3,369,730 $ 3,138,443 $ 3,832,873 $ 10,814,743
============ ============ ========= ========= ==========
<CAPTION>
Franklin
Hotchkis Balance
Mentor & Wiley Sheet
Growth Equity Income Investment
Fund A Fund Fund
<S> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 146,864 $ 137,753 $ 132,723
Net appreciation (depreciation)
in fair value of investments (195,983) (136,196) (152,462)
Contributions:
Employer
Employee 536,163 295,965 1,663,528
Transfers between funds - net 988,714 69,131 (1,285,189)
Loan repayments 27,548 1,485 15,739
------- ------ ------
Total additions 1,503,306 368,138 374,339
Deductions:
Benefits paid to participants (344,058) (31,925) (125,526)
New loans (6,549) (5,118) (13,837)
Forfeitures
---------- --------- ---------
Total deductions (350,607) (37,043) (139,363)
---------- --------- ---------
Net increase (decrease) 1,152,699 331,095 234,976
Net assets available for benefits:
Beginning of year 3,317,903 721,641 2,362,274
---------- -------- ---------
End of year $ 4,470,602 $ 1,052,736 $ 2,597,250
============ ============ ===========
(Continued)
</TABLE>
-11-
<PAGE>
<TABLE>
<CAPTION>
Mentor Self-
Scudder Fidelity Mentor Institutional - Directed
Global Templeton Market Strategy/ U.S. Government U.S.
Equity Foreign 1 Index Balanced Money Market Government
Fund Fund Fund Fund Portfolio Account
<S> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 733,537 $ 692,769 $ 213,958 $ 199,018 $ 2,946,655 $ 983,306
Net appreciation (depreciation)
in fair value of investmen (106,488) (974,098) 1,380,929 72,678
Contributions:
Employer
Employee 638,979 1,070,690 1,143,447 271,024 3,398,206
Transfers between funds - net 1,159,302 (3,184,114) 2,654,070 (984,658) 22,813,439 941,658
Loan repayments 24,360 34,925 26,834 13,662 168,695
----------- ----------- ----------- ----------- ------------ ------------
Total additions 2,449,690 (2,359,828) 5,419,238 (428,276) 29,326,995 1,924,964
Deductions:
Benefits paid to participants (100,651) (393,182) (306,937) (376,774) (9,425,167) (1,525,719)
New loans (45,157) (39,068) (72,658) (4,882) (527,796)
Forfeitures (32,791)
----------- ----------- ----------- ----------- ------------ ------------
Total deductions (145,808) (432,250) (379,595) (381,656) (9,985,754) (1,525,719)
----------- ----------- ----------- ----------- ------------ ------------
Net increase (decrease) 2,303,882 (2,792,078) 5,039,643 (809,932) 19,341,241 399,245
Net assets available for benefits:
Beginning of year 5,094,463 8,757,480 4,414,038 2,864,703 44,096,153 12,517,127
----------- ----------- ----------- ----------- ------------ ------------
End of year $ 7,398,345 $ 5,965,402 $ 9,453,681 $ 2,054,771 $ 63,437,394 $ 12,916,372
=========== =========== =========== =========== ============ ============
<CAPTION>
EVEREN
Participant Common
Loans Stock Total
<S> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 173,354 $ 12,174,198
Net appreciation (depreciation)
in fair value of investmen $ (17,629,688) (11,839,678)
Contributions:
Employer 6,062,522 6,062,522
Employee 21,219,726
Transfers between funds - net 1,543 (4,805,182)
Loan repayments (837,780)
----------- ------------- -------------
Total additions (662,883) (16,372,348) 27,616,768
Deductions:
Benefits paid to participants (114,973) (62,269,315) (82,320,487)
New loans 1,477,377
Forfeitures (3,419,371) (3,452,162)
----------- ------------- -------------
Total deductions 1,362,404 (65,688,686) (85,772,649)
----------- ------------- -------------
Net increase (decrease) 699,521 (82,061,034) (58,155,881)
Net assets available for benefits:
Beginning of year 1,951,129 489,473,500 681,410,470
----------- ------------- -------------
End of year $ 2,650,650 $ 407,412,466 $ 623,254,589
=========== ============= =============
</TABLE>
(Concluded)
-12-
<PAGE>
SCHEDULE I
EVEREN CAPITAL CORPORATION (401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Current
Description Cost Value
<S> <C> <C>
MUTUAL FUNDS:
T. Rowe Price Science and Technology Fund $ 4,133,152 $ 5,045,626
Kemper Total Return Fund 4,097,079 4,146,127
Mentor Capital Growth Fund*** 5,184,856 5,014,192
Kemper Small Capitalization and Equity Fund 7,231,875 6,777,527
Kemper Income and Capital Preservation Fund 2,162,316 2,240,341
Kemper High Yield Fund 10,387,920 10,197,818
Mentor Perpetual Global Fund A*** 4,012,111 3,598,281
Alliance Premier Growth Fund 10,377,810 11,506,710
Kemper Global Income Fund 932,890 952,856
Kemper Dreman Contrarian Fund 3,538,638 3,930,911
Kemper Dreman High Return Fund 18,313,034 21,387,846
Kemper Dreman Small Cap Value Fund 7,930,638 7,827,169
Strong Government Securities Fund 3,397,414 3,368,419
Founders Balanced Fund 2,968,983 3,135,729
INVESCO - Value Equity Fund 3,585,765 3,829,449
AIM Constellation A Fund 9,485,539 10,801,808
Mentor Growth Fund A*** 4,380,165 4,467,331
Hotchkis & Wiley Equity Income Fund 1,167,854 1,051,739
Franklin Balance Sheet Investment Fund 2,682,880 2,593,582
Scudder Global Equity Fund 7,806,398 7,392,988
Templeton Foreign 1 Fund 7,115,002 5,960,209
Fidelity Market Index Fund 7,628,809 9,442,621
Mentor Strategy/Balanced Fund*** 1,941,061 2,053,992
Mentor Institutional - U.S. Government Money Market
Portfolio Fund*** 63,408,322 63,408,322
------------ ------------
Total mutual funds 193,870,511 200,131,593
</TABLE>
(Continued)
-13-
<PAGE>
SCHEDULE I
EVEREN CAPITAL CORPORATION 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Current
Description Cost (1) Value
<S> <C> <C>
ASSETS HELD AT BNY CLEARING SERVICES, LLC**-
SELF-DIRECTED U.S. GOVERNMENT ACCOUNT:
Certified Accrual Treasuries - due 2005 $ 8,042
Certified Accrual Treasuries - due 2002 17,253
Certified Accrual Treasuries - due 2014 70,075
Certified Accrual Treasuries - due 1999 5,759
Certified Accrual Treasuries - due 2013 4,259
Certified Accrual Treasuries - due 2001 6,772
Certified Accrual Treasuries - due 2011 212,827
Certified Accrual Treasuries - due 2013 14,004
Certified Accrual Treasuries - due 2012 8,042
Certified Accrual Treasuries - due 2004 577,544
Easy Growth Treasury Receipts - SER 3 - 11.25% 11,899
Easy Growth Treasury Receipts - SER 3 - 10.75% 89,311
Easy Growth Treasury Receipts - SER 8 - 12.75% 143,370
Easy Growth Treasury Receipts - SER 6 - 13.25% 81,360
Easy Growth Treasury Receipts - SER 5 - 14.00% 9,135
The Federal Home Loan Mortgage Corporation 179,134
The Federal National Mortgage Association - Discount note 1,031,122
The Federal National Mortgage Association - POOL #21670 14,949
The Federal National Mortgage Association - POOL #09110 9,535
The Federal National Mortgage Association - POOL #24599 11,722
The Federal National Mortgage Association - POOL #14056 34,285
The Federal National Mortgage Association - POOL #23055 23,597
The Federal National Mortgage Association - POOL #04304 517
The Federal National Mortgage Association - POOL #12991 1,877
The Federal National Mortgage Association - POOL #08224 28,073
The Federal National Mortgage Association - POOL #26314 2,641
The Federal National Mortgage Association - POOL #228531 22,740
The Federal National Mortgage Association - POOL #392251 24,404
The Federal National Mortgage Association - POOL #17296 20,376
The Federal National Mortgage Association - POOL #303448 47,390
The Federal National Mortgage Association - POOL #332701 9,252
The Federal National Mortgage Association - POOL #303449 46,786
The Federal National Mortgage Association - POOL #19260 13,081
The Federal National Mortgage Association - POOL #348130 137,885
Government Treasury Certificates - due 1999 15,340
Government Treasury Certificates - due 2006 4,708
Resolution Funding Corporation Bond 444,551
</TABLE>
(Continued)
-14-
<PAGE>
SCHEDULE I
EVEREN CAPITAL CORPORATION 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Current
Description Cost (1) Value
ASSETS HELD AT BNY CLEARING SERVICES, LLC -
SELF-DIRECTED U.S. GOVERNMENT ACCOUNT
(CONTINUED):
Treasury Investments Growth Receipt - SER 11 - 15.75% $ 45,786
Treasury Investments Growth Receipt - SER 7 - 12.00% 7,571
Treasury Investments Growth Receipt - SER 7 - 13.25% 74,865
Treasury Investments Growth Receipt - SER 6 - 13.87% 46,873
U.S. Security Stripped - due 2004 34,974
U.S. Security Stripped - due 2004 2,281
U.S. Security Stripped - due 2005 444,233
U.S. Treasury Bills - due 4/01/99 114,712
U.S. Treasury Bills - due 2/4/99 490,929
U.S. Treasury Bills - due 1/28/99 179,406
U.S. Treasury Bills - due 9/16/99 107,504
U.S. Treasury Bills - due 7/1/99 244,425
U.S. Treasury Bond - CPN 6.125% Due 11/15/27 27,938
U.S. Treasury Bond - CPN 5.500% Due 5/18/28 52,375
U.S. Treasury Bond - CPN 7.250% Due 5/15/16 30,281
Corpus U.S. Treasury Bond - 13.375% due 8/15/2001 425,465
U.S. Treasury Notes - 3.375% due 1/15/2007 19,344
U.S. Treasury Notes - 5.625% due 2/28/2001 15,305
U.S. Treasury Notes - 8.875% due 5/15/2000 26,383
U.S. Treasury Notes - 6.875% due 8/31/1999 5,072
U.S. Treasury Notes - 6.750% due 5/31/1999 25,211
U.S. Treasury Notes - 6.750% due 4/30/2000 318,138
U.S. Treasury Notes - 6.500% due 5/31/2002 10,563
U.S. Treasury Notes - 6.250% due 5/31/1999 10,066
U.S. Treasury Notes - 6.750% due 6/30/1999 50,531
U.S. Treasury Notes - 7.125% due 9/30/1999 86,514
U.S. Treasury Notes - 7.500% due 10/31/1999 66,483
U.S. Treasury Notes - 5.000% due 2/15/1999 10,006
U.S. Treasury Notes - 6.375% due 3/31/2001 51,844
U.S. Treasury Notes - 6.375% due 5/15/1999 10,063
U.S. Treasury Notes - 6.625% due 7/31/2001 10,484
U.S. Treasury Notes - 6.25% due 10/31/2001 15,623
U.S. Treasury Notes - 6.125% due 12/31/2001 10,403
U.S. Treasury Notes - 5.875% due 1/31/1999 20,019
</TABLE>
(Continued)
-15-
<PAGE>
SCHEDULE II
<TABLE>
<CAPTION>
EVEREN CAPITAL CORPORATION 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
- -------------------------------------------------------------------------------------------------------------------------
Current
Description Cost (1) Value
<S> <C> <C>
ASSETS HELD AT BNY CLEARING SERVICES, LLC -**
SELF-DIRECTED U.S. GOVERNMENT ACCOUNT
(CONTINUED):
U.S. Treasury Notes - 6.2505 due 1/31/2002 $ 114,916
U.S. Treasury Notes - 6.250% due 6/30/2002 10,497
U.S. Treasury Notes - 6.125% due 8/15/2007 27,352
U.S. Treasury Notes - 5.500% due 1/31/2003 236,684
U.S. Treasury Notes - 5.375% due 1/31/2000 10,078
U.S. Treasury Notes - 5.625% due 5/15/2001 15,361
U.S. Treasury Notes - 5.375% due 7/31/2000 50,563
U.S. Treasury Notes - 4.625% due 12/31/2000 60,075
U.S. Treasury Security Stripped - due 8/15/2020 86,515
U.S. Treasury Security Stripped - due 5/15/2016 26,244
U.S. Treasury Security Stripped - due 11/15/2018 24,698
U.S. Treasury Security Stripped - due 8/15/2000 74,325
U.S. Treasury Security Stripped - due 11/15/2017 8,836
U.S. Treasury Security Stripped - due 8/15/2002 12,680
U.S. Treasury Security Stripped - due 8/15/2003 575,607
U.S. Treasury Security Stripped - due 2/15/2005 1,086,750
U.S. Treasury Security Stripped - due 8/15/2009 49,324
U.S. Treasury Security Stripped - due 8/15/2010 16,566
U.S. Treasury Security Stripped - due 11/15/2012 47,906
U.S. Treasury Security Stripped - due 5/15/2017 47,247
U.S. Treasury Security Stripped - due 11/15/2024 16,894
U.S. Treasury Security Stripped - due 11/15/1999 57,694
U.S. Treasury Security Stripped - due 11/15/2000 123,029
U.S. Treasury Security Stripped - due 11/15/2001 219,219
U.S. Treasury Security Stripped - due 11/15/2002 43,794
U.S. Treasury Security Stripped - due 5/15/2006 5,637
U.S. Treasury Security Stripped - due 11/15/2007 164,063
U.S. Treasury Security Stripped - due 5/15/2008 9,506
U.S. Treasury Security Stripped - due 11/15/2006 3,455
Mentor Institutional - U.S. Government Money Market Portfolio Fund*** 3,215,570
---------- ---------
Total Self-Directed U.S. Government Account 11,947,164 12,916,372
</TABLE>
(Continued)
-16-
<PAGE>
SCHEDULE I
EVEREN CAPITAL CORPORATION 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Current
Description Cost Value
<S> <C> <C>
COMMON STOCK:
EVEREN Capital Corporation* $ 61,436,622 $ 407,359,325
--------------- -------------
OTHER INVESTMENTS:
Loans to participants (annual interest rates range from 7% to 11%;
maturing within one to five years) 2,650,650 2,650,650
--------------- -------------
TOTAL ASSETS HELD FOR INVESTMENT $ 269,904,947 $ 623,057,940
=============== =============
</TABLE>
* Party-in-interest.
** BNY Clearing Services, LLC, a registered securities broker and dealer, is
an affiliated entity and party-in-interest. Assets held represent self-
directed investments held in accounts of individual participants.
*** Mentor Investment Group, Inc., 20% owned by EVEREN, is an affiliate and
party-in-interest.
(1) Cost of assets held in the self-directed U.S. Government account is not
available from the accounting records of the Plan's trustee.
(Concluded)
-17-
<PAGE>
SCHEDULE II
<TABLE>
<CAPTION>
EVEREN CAPITAL CORPORATION 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1998
- ----------------------------------------------------------------------------------------------------------
Purchases
-----------------------------------------
Number of Number of Purchase
Purchases Shares Price
<S> <C> <C> <C>
Series of Transactions:
Mentor Institutional - U.S. Government Money Market Portfolio 126 55,300,936 $ 55,300,936
EVEREN Capital Corporation
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Sales
------------------------------------------------------------
Number of Number of Sales Cost of (1) Gain
Sales Shares Proceeds Shares Sold (Loss)
<S> <C> <C> <C> <C> <C>
Series of Transactions:
Mentor Institutional - U.S. Government Money Market Portfolio 128 35,891,548 $ 35,891,548 $ 35,891,548
EVEREN Capital Corporation 60 2,251,754 70,400,968 10,162,287 60,238,681
</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. 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: __________________________________
Richard D. Barrett
By: __________________________________
Stephen J. Hasbrouck
By: __________________________________
Lawrence E. Koehler
By: __________________________________
John K. Lane
By: __________________________________
Arthur J. McGivern
By: __________________________________
Janet L. Reali
By: __________________________________
Mary T. Ethier
Date: June 4, 1999
